Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 11, 2019 | Jun. 30, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | BioXcel Therapeutics, Inc. | ||
Entity Central Index Key | 0001720893 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 55,002,678 | ||
Entity Common Stock, Shares Outstanding | 15,663,221 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 42,565 | $ 887 |
Prepaid expenses and other current assets | 491 | 3 |
Due from Parent | 115 | |
Total current assets | 43,171 | 890 |
Deferred offering expenses | 461 | |
Equipment, net | 327 | 4 |
Other assets | 51 | |
Total assets | 43,549 | 1,355 |
Current liabilities | ||
Accounts payable | 1,604 | 444 |
Accrued expenses | 3,056 | 1,015 |
Payable to Parent for services | 67 | |
Note payable to Parent | 371 | |
Due to Parent | 440 | |
Total current liabilities | 4,660 | 2,337 |
Total liabilities | 4,660 | 2,337 |
Stockholders’ equity (deficit) | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 15,663,221 and 9,907,548 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 16 | 10 |
Additional paid-in-capital | 62,593 | 3,458 |
Accumulated deficit | (23,720) | (4,450) |
Total stockholders' equity (deficit) | 38,889 | (982) |
Total liabilities and stockholders’ equity (deficit) | $ 43,549 | $ 1,355 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Mar. 12, 2018 | Dec. 31, 2017 |
BALANCE SHEETS | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 15,663,221 | 9,907,548 | |
Common stock, shares outstanding (in shares) | 15,663,221 | 9,907,548 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating costs and expenses | ||
Research and development | $ 14,558 | $ 2,690 |
General and administrative | 5,404 | 1,847 |
Total operating expenses | 19,962 | 4,537 |
Loss from operations | (19,962) | (4,537) |
Other income | ||
Dividend and interest income, net | 692 | (2) |
Net loss | $ (19,270) | $ (4,539) |
Net loss per share attributable to common stockholders/ Parent basic and diluted (in dollars per share) | $ (1.32) | $ (0.47) |
Weighted average shares outstanding - basic and diluted (in shares) | 14,571,553 | 9,685,005 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Common stockIPO | Common stock | Net Parent Investment | Additional Paid in CapitalIPO | Additional Paid in Capital | Accumulated Deficit | IPO | Total |
Beginning Balance (Before incorporation) at Dec. 31, 2016 | $ (324) | $ (324) | ||||||
Investment from Parent | Before incorporation | 539 | 539 | ||||||
Net loss | Before incorporation | (529) | (529) | ||||||
Ending Balance at Mar. 29, 2017 | (314) | (314) | ||||||
Beginning Balance (Before incorporation) at Dec. 31, 2016 | (324) | (324) | ||||||
Net loss | (4,539) | |||||||
Transfer to accumulated deficit | (440) | |||||||
Ending Balance at Dec. 31, 2017 | $ 10 | $ 3,458 | $ (4,450) | $ (982) | ||||
Ending Balance (in shares) at Dec. 31, 2017 | 9,907,548 | 9,907,548 | ||||||
Beginning Balance at Mar. 29, 2017 | (314) | $ (314) | ||||||
Net loss | (4,010) | (4,010) | ||||||
Issuance of common shares | $ 10 | 2,051 | 2,061 | |||||
Issuance of common shares (in shares) | 9,907,548 | |||||||
Liabilities assumed from Parent | (126) | (126) | ||||||
Transfer to accumulated deficit | $ 440 | (440) | ||||||
Stock-based compensation | 1,407 | 1,407 | ||||||
Ending Balance at Dec. 31, 2017 | $ 10 | 3,458 | (4,450) | $ (982) | ||||
Ending Balance (in shares) at Dec. 31, 2017 | 9,907,548 | 9,907,548 | ||||||
Net loss | (19,270) | $ (19,270) | ||||||
Issuance of common shares | $ 5 | $ 1 | $ 54,097 | 1,949 | $ 54,102 | 1,950 | ||
Issuance of common shares (in shares) | 5,454,545 | 283,452 | ||||||
Stock-based compensation | 3,082 | 3,082 | ||||||
Exercise of stock options | 7 | 7 | ||||||
Exercise of stock options (in shares) | 17,676 | |||||||
Ending Balance at Dec. 31, 2018 | $ 16 | $ 62,593 | $ (23,720) | $ 38,889 | ||||
Ending Balance (in shares) at Dec. 31, 2018 | 15,663,221 | 15,663,221 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) | |
Issuance costs paid | $ 5,898 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,270) | $ (4,539) |
Reconciliation of net loss to net cash used in operating activities | ||
Depreciation and amortization | 17 | 1 |
Stock-based compensation expense | 3,082 | 1,606 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (539) | (1) |
Accounts payable and accrued expenses | 3,201 | 737 |
Net cash used in operating activities | (13,509) | (2,196) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (340) | |
Net cash used in investing activities | (340) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net | 56,513 | 2,061 |
Exercise of options | 7 | |
Net Parent Investment | 214 | |
Deferred offering expense | (70) | |
Payable to Parent for services | (67) | 67 |
Due to Parent | (555) | 440 |
Note Payable — Parent | (371) | 371 |
Net cash provided by financing activities | 55,527 | 3,083 |
Net increase in cash and cash equivalents | 41,678 | 887 |
Cash and cash equivalents, beginning of the period | 887 | |
Cash and cash equivalents, end of the period | 42,565 | 887 |
Supplemental cash flow information: | ||
Interest paid | 1 | |
Supplemental disclosure of non-cash Financing Activities: | ||
Deferred issuance costs, unpaid as of December 31, 2017 | 391 | |
Deferred issuance costs reclassified to additional paid-in-capital upon completion of initial public offering | $ 461 | |
Reclassification of net Parent Investment in the Company to accumulated deficit | $ 440 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Principal Activities | |
Organization and Principal Activities | Note 1. Organization and Principal Activities BioXcel Therapeutics, Inc. (the “Company” or “BTI”) is a clinical stage biopharmaceutical company utilizing novel artificial intelligence-based approaches to identify the next wave of medicines across neuroscience and immuno-oncology. The Company’s drug re-innovation approach leverages existing approved drugs and/or clinically validated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indices. The Company is a majority-owned subsidiary of BioXcel Corporation (“BioXcel” or “Parent”) and was incorporated under the laws of the State of Delaware on March 29, 2017. The Company’s principal office is in New Haven, Connecticut. Unless otherwise indicated or the context requires otherwise, references in this report to “we,” “our,” “us” and similar expressions refer to BioXcel Therapeutics, Inc. The Company’s primary activities have been the development of a clinical plan and pre-clinical research and development of two advanced programs: BXCL501, a sublingual thin film formulation of dexmedetomidine designed for acute treatment of agitation resulting from neurological and psychiatric disorders, and BXCL701, an immuno-oncology agent designed for treatment of a rare form of prostate cancer and for treatment of pancreatic cancer. These two programs and two emerging programs BXCL502 and BXCL702 (together, the “BTI Business”) have been contributed to the Company from the Parent pursuant to a contribution agreement, effective June 30, 2017, as amended and restated on November 7, 2017, or the Contribution Agreement. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2018 | |
Initial Public Offering | |
Initial Public Offering | Note 2. Initial Public Offering On March 7, 2018, the Company’s registration statement on Form S‑1 relating to its initial public offering of its common shares (the “IPO”) was declared effective by the Securities and Exchange Commission (“SEC”). The IPO closed on March 12, 2018, and the Company issued and sold 5,454,545 common shares at a public offering price of $11.00 per share. Gross proceeds totaled $60,000 and net proceeds totaled $54,102 after deducting underwriting discounts and commissions of $4,200 and other offering expenses of approximately $1,698. In connection with and effective upon the completion of its IPO, the Company effectuated a 237 to one stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements have been adjusted retroactively, where applicable, to reflect the stock split. Also, in connection with the completion of its IPO, the Company amended its articles of incorporation to authorize the issuance of up to 50,000,000 shares of common stock with a par value of $.001 each and 10,000,000 shares of preferred stock with a par value of $.001 each. |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2018 | |
Basis of Presentation and Liquidity | |
Basis of Presentation and Liquidity | Note 3. Basis of Presentation and Liquidity Basis of Presentation The financial statements of the Company for the period through June 30, 2017 are derived by carving out the historical results of operations and historical cost basis of the assets and liabilities associated with the BTI Business that have been contributed to the Company by BioXcel, from the financial statements of BioXcel. These results reflect amounts specifically attributable to the BTI Business under the Contribution Agreement, for the period from January 1, 2015 until June 30, 2017. The Company has also entered into a separation and shared services agreement with BioXcel that took effect on June 30, 2017, as amended and restated on November 7, 2017, or the Services Agreement, pursuant to which BioXcel provides the Company with certain general and administrative and development support services. However, consistent with accounting regulations, it has been assumed that the Company was a separate business since January 1, 2015, and accordingly the assets, liabilities and expenses relating to the BTI Business have been separated from the Parent in the financial statements for periods prior to and post incorporation through June 30, 2017. Liquidity In accordance with Accounting Standards Update (“ASU”) 2014‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205‑40), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As of December 31, 2018, we had cash and cash equivalents of $42.6 million, working capital of $38.5 million and stockholders’ equity of $38.9 million. Net cash used in operating activities was $13.5 million and $2.2 million for the years ended December 31, 2018 and 2017. We incurred losses of approximately $19.3 million and $4.5 million for the years ended December 31, 2018 and 2017. We have not yet generated any revenues and we have not yet achieved profitability. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need to generate significant product revenues to achieve profitability. On March 7, 2018, the Company’s registration statement on Form S-1 relating to its IPO was declared effective by the Securities and Exchange Commission (“SEC”). The IPO closed on March 12, 2018, and the Company issued and sold 5,454,545 common shares at a public offering price of $11.00 per share. Gross proceeds totaled $60,000 and net proceeds totaled $54,102 after deducting underwriting discounts and commissions of $4,200 and other offering expenses of approximately $1,698. We believe that our existing cash and cash equivalents as of December 31, 2018, and a review of projected project timing, will enable us to fund our operating expenses and capital expenditure requirements for at least one year from the date of this Annual Report on Form 10-K. Our current cash and cash equivalents will be used primarily to fund our ongoing research and development efforts over the coming months. We will be required to expend significant funds in order to advance the development of BXCL501, BXCL701 and our other product candidates. In addition, while we may seek one or more collaborators for future development of our current product candidate or any future product candidates that we may develop for one or more indications, we may not be able to enter into a collaboration for any of our product candidates for such indications on suitable terms, on a timely basis or at all. In any event, the net proceeds of our IPO and our existing cash and cash equivalents will not be sufficient to fund all of the efforts that we plan to undertake or to fund the completion of development of our product candidates or our other preclinical programs. Our estimate as to how long we expect our existing cash to be able to continue to fund our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Further, changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned. Accordingly, we will be required to obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements or other sources. Further financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy and we may be forced to curtail or cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 4. Summary of Significant Accounting Policies Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of BioXcel’s financial statements requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in its financial statements and the accompanying notes. The most significant estimates in the financial statements relate to the fair value of equity awards and valuation allowance related to the Company’s deferred tax assets and liabilities. For the three years ended December 31, 2018 the most significant estimates include the valuation of the Parent’s common stock and the allocation of expenses. As of December 31, 2017 and 2016 the most significant estimates relate to the allocation of assets and liabilities from the Parent. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2018, cash equivalents were comprised of money market funds. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. Deferred Offering Costs The Company capitalized certain legal, professional accounting and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the equity financing was consummated. After consummation of an equity financing, these costs were recorded in shareholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. As of December 31, 2017, the Company recorded deferred offering costs relating to its IPO of $461. The Company’s IPO was completed in March 2018, and these costs, as well as additional IPO costs including commissions of $4,200 and an additional $1,237 of other expenses incurred in 2018, were recorded as a reduction to shareholders’ equity. Equipment Equipment consists of computers and related equipment and furniture that are stated at cost and depreciated using the straight-line method over estimated useful life of 5 years. Leasehold improvements will be amortized over the life of the lease. The Company follows the guidance provided by FASB ASC Topic 360‑10, Property, Plant, and Equipment . Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Since its inception, the Company has not recognized any impairment or disposition of long-lived assets. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation, ” which requires the measurement and recognition of compensation expense based on estimated fair market values for all share-based awards made to employees and directors, including stock options. The Company’s stock-based compensation plan was adopted and became effective in August 2017. Prior to the Company adopting its stock-based compensation plan the Parent granted stock options to its employees. As a result, related stock-based compensation expense has been allocated to the Company over the required service period over which these BioXcel stock option awards vest in the same manner salary costs of employees have been allocated to the BTI Business in the carve-out process. Both BioXcel and the Company’s stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they were not publicly traded. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. Stock-based awards to non-employees are re-measured at fair value each financial reporting date until performance is complete. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period. The periodic expense is then determined based on the valuation of the options. The Company adopted FASB ASU 2016‑09 as of January 1, 2018 and has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited. Research and Development Costs Research and development expenses include wages, benefits, facilities, supplies, external services, clinical study and manufacturing costs and other expenses that are directly related to its research and development activities. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. The Company expenses research and development costs as incurred. Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Fair Value Measurements ASC 820 “ Fair Value Measurements ” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2—Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk in its assessment of fair value. The carrying amounts of cash and accounts payable approximate fair value due to the short-term nature of these instruments. Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. The Company did not have any potentially diluted securities outstanding in any period presented in the accompanying financial statements. The Company was incorporated on March 29, 2017 and loss per common share was calculated for the year ended December 31, 2017 assuming the shares issued to the Parent at formation were outstanding for those periods presented. There were 2,588,729 and 2,308,215 shares of options that were excluded from the calculation of the loss per share for the years ended December 31, 2018 and 2017, respectively. Inclusion of potential common shares would be anti-dilutive for all periods presented and have been excluded from the calculations. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014‑09 Revenue from Contracts with Customers. Under this guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what the entity expects to receive in exchange for the goods or services. This new guidance also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this guidance beginning on January 1, 2018. The guidance allows the selection of one of two methods of adoption, either the full retrospective approach, meaning the guidance would be applied to all periods presented, or modified retrospective approach, meaning the cumulative effect of applying the guidance would be recognized as an adjustment to opening accumulated deficit balance. There was no impact to the Company as a result of the adoption. In February 2016, the FASB issued ASU 2016‑02 Lease Accounting Topic 842. This ASU requires the Company to record all leases longer than one year on its balance sheet. Under the new guidance, when the Company records leases on its balance sheet it will record a liability with a value equal to the present value of payments it will make over the life of the lease and an asset representing the underlying leased asset. The new accounting guidance requires the Company to determine if its leases are operating or financing leases, similar to current accounting guidance. The Company will record expense for operating type leases on a straight-line basis as an operating expense and it will record expense for finance type leases as interest expense. The new lease standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company must adopt the new standard on a modified retrospective basis, which requires it to reflect its leases on its balance sheet for the earliest comparative period presented. There was no impact to the Company as a result of the adoption. The Company has entered into a lease agreement for office space which is expected to commence on March 1, 2019. We anticipate the recording of a Right to Use Asset and related liability for approximately $1,308. The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the U.S. tax reform announced on December 22, 2017 by the U.S. Government commonly referred to as the Tax Cuts and Jobs Act. SAB 118 provides a measurement period that should not extend beyond one year from the U.S. tax reform enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the U.S. tax reform for which the accounting under ASC 740 is complete. Specifically, the Company revalued its U.S. deferred tax assets and liabilities due to the federal income tax rate reduction from 35 percent to 21 percent. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. In June 2018 the FASB issued ASU 2018‑07 Compensation - Stock Compensation Topic 718. This ASU was issued as part of the FASB’s simplification initiative. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The Company is currently assessing the timing of adoption as well as the effects it will have on its financial statements and disclosures. |
Transactions with BioXcel
Transactions with BioXcel | 12 Months Ended |
Dec. 31, 2018 | |
Transactions with BioXcel | |
Transactions with BioXcel | Note 5. Transactions with BioXcel The Company has entered into the Contribution Agreement, pursuant to which BioXcel agreed to contribute BioXcel’s rights, title and interest in BXCL501, BXCL701, BXCL502 and BXCL702, and all of the assets and liabilities associated in consideration for (i) 9,480,000 shares of our common stock, (ii) $1,000 upon completion of an initial public offering, (iii) $500 upon the later of the 12 month anniversary of an initial public offering and the first dosing of a patient in the bridging bioavailability/ bioequivalence study for the BXCL501 program, (iv) $500 upon the later of the 12 month anniversary of an initial public offering and the first dosing of a patient in the Phase 2 PoC open label monotherapy or combination trial with Keytruda for the BXCL701 program and (v) a one-time payment of $5,000 within 60 days after the achievement of $50,000 in cumulative net sales of any product or combination of products resulting from the development and commercialization of any one of the Candidates or a product derived therefrom. With the completion of the Company’s IPO in March 2018, $1 million was charged to Research and Development costs in connection with (ii) above and was paid on April 5, 2018. We entered into a separation and shared services agreement with BioXcel that took effect on June 30, 2017, as amended and restated on November 7, 2017, or the Services Agreement, pursuant to which BioXcel will allow us to continue to use the office space, equipment, services and leased employees based on the agreed upon terms and conditions for a payment of defined monthly and/or hourly fees. The parties have agreed that the services and office space provided under the Services Agreement shall decrease over time until the 12‑month anniversary of the date of the Services Agreement. The office space and equipment portion of the Services Agreement ended effectively on April 30, 2018 when the Company moved to new office space to accommodate additional personnel that had been hired. Services to be provided by BioXcel through its subsidiary in India, were originally expected to decrease through June 30, 2019 provided such dates may be extended upon mutual agreement between the parties. The parties are currently discussing extending the term of these services provided however no definitive agreement has been agreed upon as of the date hereof. There can be no assurance that the parties will agree to any extension to the Services Agreement in the future. On or before December 31, 2019, the Company will have the option to enter into a collaborative services agreement with BioXcel pursuant to which BioXcel shall perform product identification and related services for us utilizing EvolverAI. We have agreed that this agreement will be negotiated in good faith and that such agreement will incorporate reasonable market-based terms, including consideration for BioXcel reflecting a low, single-digit royalty on net sales and reasonable development and commercialization milestone payments, provided that (i) development milestones shall not exceed $10 million in the aggregate and not be payable prior to proof of concept in humans and ii) commercialization milestones shall be based on reaching annual net sales levels, be limited to 3% of the applicable net sales level, and not exceed $30 million in the aggregate. BioXcel shall continue to make such product identification and related services available to us for at least five years from June 30, 2017. The parties are currently discussing extending the product identification and related services that BioXcel would provide however no definitive agreement has been agreed upon as of the date hereof. There can be no assurance that the parties will agree to any extension to the collaborative services agreement in the future. In connection with the Services Agreement, BioXcel had agreed to provide the Company a line of credit, which was capped at $1,000, or the Total Funding Amount, pursuant to the terms of a grid note, or the Grid Note. The Grid Note was payable upon the earlier of (i) the completion of an initial public offering and (ii) December 31, 2018, together with interest on the unpaid balance of each advance made under the Grid Note, which would accrue at a rate per annum equal to the applicable federal rate for short-term loans as of the date hereof, in each case calculated based on a 365‑day year and actual days elapsed. As of December 31, 2017, the Company had drawn down $371 under the Grid Note. All amounts due to BioXcel under the line of credit, the Grid Note, and for expenses paid on the Company’s behalf were paid following the completion of the Company’s IPO on March 20, 2018. |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Equipment | |
Equipment | Note 6. Equipment December 31, December 31, 2018 2017 Computers and related equipment $ 169 $ 5 Furniture 4 — Leasehold improvements 172 — 345 5 Accumulated depreciation (18) (1) $ 327 $ 4 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Master Service Agreement The Company entered into a Master Services Agreement (“MSA”) with a Contract Research Organization (“CRO”) for strategic planning, expert consultation, clinical trial services, statistical programming and analysis, data processing, data management, regulatory, clerical, project management, medical device services, and other research and development services as set forth in specific work orders. This agreement is for a period of five (5) years. The Company entered into a series of cancellable work orders to support its clinical trial activities, related to the first of the Company’s BXCL 701 clinical trials. This clinical trial is expected to aggregate approximately $8.0 million and is anticipated to take place over the next two years. Excluding the CRO’s property, all improvements, inventions, processes, techniques, work product, know-how, data and information generated, conceived, reduced to practice or derived under the MSA by the CRO or its personnel and subcontractors, shall be and remain the exclusive property of the Company, and any inventions that may evolve from the foregoing shall belong to the Company. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses | |
Accrued Expenses | Note 8. Accrued Expenses Accrued expenses consist of the following: December 31, 2018 December 31, 2017 Drugs and clinical trial expenses $ 1,887 $ 403 Accrued salaries, benefits and travel related costs 774 79 Professional and consultant fees 181 120 Legal expenses 105 413 Other administrative accruals 109 — $ 3,056 $ 1,015 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders’ Equity (Deficit) | |
Stockholders’ Equity (Deficit) | Note 9. Stockholders’ Equity (Deficit) Authorized Capital The Company is authorized to issue up to 10,000,000 preferred shares with a par value of $0.001 per share. No preferred shares are issued and outstanding. The Company is authorized to issue up to 50,000,000 shares of common stock with a par value of $0.001 per share. The Company had 15,663,221 shares of common stock outstanding as of December 31, 2018. Description of Common Stock Each share of common stock has the right to one vote. The holders of common stock are entitled to dividends when funds are legally available and when declared by the board of directors. Common Stock Issuances On March 7, 2018, the Company’s registration statement on Form S‑1 relating to the Company’s IPO was declared effective by the SEC. The IPO closed on March 12, 2018, and the Company issued and sold 5,454,545 shares of common stock at a public offering price of $11.00 per share, for gross proceeds of $60,000 and net proceeds of $54,102 after deducting underwriting discounts and commissions of $4,200 and other offering expenses of $1,698. In January and February 2018, the Company issued 283,452 shares of common stock with an issuance price of $6.88 per share for gross and net proceeds of $1,950. In October 2017, the Company sold 271,839 shares of common stock with an issuance price of $4.82 per share with gross and net proceeds of $1,310. In September 2017, the Company sold 155,709 shares of common stock with an issuance price of $4.82 per share with gross and net proceeds of $751. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 10. Stock-Based Compensation Stock Options The Company’s 2017 Stock Incentive Plan (the “2017 Stock Plan”) became effective in August 2017 and will expire in August 2027. Under the 2017 Stock Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. As of December 31, 2018, there were 3,444,894 shares of the Company’s common stock authorized for issuance under the 2017 Stock Plan. Options granted under the 2017 Stock Plan have a term of ten years with the vesting term determined by the board of directors, which is generally four years. The fair value of options granted during the year ended December 31, 2018 was estimated using the Black-Scholes option-pricing model with the following assumptions. Stock‑based awards to non‑employees are re‑measured at fair value each financial reporting date until performance is complete. The weighted average fair value of options granted in 2018 and 2017 was $7.64 and $0.41 per option, respectively and were determined using the following assumptions: Employees For the Year Ended December 31, 2018 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) - Non-Employees For the Year Ended December 31, 2018 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) - Since the Company completed its IPO within the last year, it does not have a history of market prices of its common stock and, as such, volatility was estimated using historical volatilities of similar public companies. The expected term of the employee awards is estimated based on the simplified method, which calculates the expected term based upon the midpoint of the term of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term of non-employee awards represents the awards contractual term. The expected dividend yield is 0% as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are based on the United States Treasury yield curve in effect at the time of grant, with maturities approximating the expected term of the stock options. The following table summarizes information about stock option activity during the period the Plan was in effect (in thousands, except share and per share data): Employee Options Weighted Average Number Weighted Average Total Remaining of Exercise Intrinsic Contractual Shares Price per Share Value Life (in years) Employee options granted during 2017 1,813,524 $ 0.65 $ 13,894,762 9.7 Outstanding as of December 31, 2017 1,813,524 $ 0.65 $ 13,894,762 9.7 Employee options granted 400,648 $ 9.77 $ — 9.5 Options reclassified from Non-employee 154,178 $ 2.45 $ 429,266 9.3 Options reclassified to Non-employee (62,094) $ 0.41 $ — — Outstanding as of December 31, 2018 2,306,256 $ 2.36 $ 6,182,252 8.8 Options vested and exercisable as of December 31, 2018 1,517,151 $ 0.51 $ 5,075,412 8.7 Non-Employee Options Weighted Average Number Weighted Average Total Remaining of Exercise Intrinsic Contractual Shares Price per Share Value Life (in years) Non-employee options granted during 2017 496,515 $ 0.41 $ 3,922,238 9.6 Outstanding as of December 31, 2017 496,515 $ 0.41 $ 3,922,238 9.6 Non-employee options granted 111,465 $ 9.50 $ — 9.2 Non-employee options forfeited (60,323) $ 0.41 $ — — Non-employee options reclassified to Employee (154,178) $ 2.45 $ — — Non-employee options exercised (17,676) $ 0.41 $ — — Options reclassified from Employee 62,094 $ 0.41 $ 8,904 8.9 Outstanding as of December 31, 2018 437,897 $ 2.16 $ 1,228,838 8.8 Options vested and exercisable as of December 31, 2018 131,934 $ 0.51 $ 442,206 8.5 There were 700,741 shares available for grant as of December 31, 2018. The Company recognized stock-based compensation expense under the 2017 Stock Plan of $2,872 and $1,168 for the years ended December 31, 2018 and 2017, respectively. Unrecognized compensation expense related to unvested awards as of December 31, 2018 was $2,846 for employees and $527 for non-employees and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.7 years for employees and 1.2 years for non-employees. BioXcel Charges BioXcel has granted stock options to its employees under its own Equity Incentive Plan (“BioXcel Plan”). Stock-based compensation expense from the BioXcel Plan is allocated to the Company over the period over which those stock option awards vest and are based the on the percentage of time spent on Company activities compared to BioXcel activities, which is the same basis used for allocation of salary costs. The BioXcel stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of these BioXcel stock option awards was determined using the Black Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. Stock based compensation expense (income), net of forfeitures, recognized by the Company in its statements of operations related to BioXcel equity awards totaled approximately $210 and $439 for the years ended December 31, 2018 and 2017, respectively. Total stock based compensation charges were approximately $3,082 and $1,606 for the years ended December 31, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | Note 11. Income Taxes There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance. The Parent is a standalone S corporation and its tax obligations were passed through to its shareholders and were not a liability of the S corporation. As a result, BioXcel does not require a tax provision for federal or state purposes. Pursuant to incorporation of the Company as a C corporation on March 29, 2017, BioXcel became the sole owner of the Company, and contributed certain assets to the Company in a tax free transaction. From the date of incorporation, the Company is a standalone C corporation subject to corporate income tax and the deferred taxes of the Company have been calculated accordingly. The significant components of the Company’s net deferred tax assets at December 31, 2018 and 2017 are shown below. In determining the realizability of the Company’s net deferred tax asset, the Company considered numerous factors, including historical profitability, estimated future taxable income, and the industry in which it operates. Based on this information the Company has provided a valuation allowance for the full amount of its net deferred tax asset because the Company has determined that it is more likely than not that it will not be realized. 2018 2017 Federal net operating losses $ 3,840 $ 627 State net operating losses 1,300 212 Stock based compensation 552 268 Federal and state tax credits 366 42 Accrued expense 203 9 Total gross deferred tax assets 6,261 1,158 Less: valuation allowance (6,261) (1,158) Net deferred tax assets $ — $ — A reconciliation between the Company’s effective tax rate and the federal statutory rate for the year ended December 31, 2018 and the period from inception to December 31, 2017 is as follows: Inception to 2018 2017 Federal Statutory Rate 21.0 % 34.0 % Change in Federal Rate — (11.4) Stock based compensation (2.2) (4.2) Federal and state credits 1.6 0.9 State Taxes 6.3 — Change in valuation allowance (26.5) (19.3) Other (0.2) — Effective Tax Rate 0.0 % — % At December 31, 2018, the Company had approximately $18.2 million of gross federal and state net operating loss carry-forwards. If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2037. The federal net operating loss incurred after December 31, 2017 will be carried forward indefinitely. The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income. The Company also has approximately $366 of federal research and development credits which will begin to expire in 2037 if not utilized. Utilization of the NOL and research tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that has occurred or that could occur in the future, as required by Section 382 of the Code, as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and research tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. To date, the Company’s NOL’s have not been subject to Section 382 limitation. Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2018 there were no uncertain positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision. On December 22, 2017, H.R. 1 (also, known as the Tax Cuts and Jobs Act (the “Act”)) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. federal corporate tax rate to 21%. As a result, the most significant impact on its financial statements was the reduction of approximately $470 for the deferred tax assets related to net operating losses and other assets. Such reduction was offset by changes to the Company’s valuation allowance as of December 31,2017. The Company is also in the process of considering the impact under the Act of the disallowance of certain incentive based compensation tax deductibility under Internal Revenue Code Section 162(m). If an adjustment to the deferred tax asset is required, the impact will be offset by a corresponding adjustment to the valuation allowance. There was no adjustment to the 2018 financial statements related to these items. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases | |
Leases | Note 12. Leases The Company entered into a “Swing Space” agreement on June 21, 2018 to lease approximately 5,300 square feet of office space on the 5 th floor (the “5 th Floor Lease”) of the building located at 555 Long Wharf Drive, New Haven, Connecticut. On August 20, 2018, the Company entered into an agreement to lease approximately 11,040 square feet of space (the “12 th Floor Lease”) The term of the 5 th Floor Lease is through the earlier of the date the Company conducts business in the 12 th Floor space, or April 30, 2019. No base rent is payable during this period, however, the Company is obligated to pay a pro-rata electricity charge each month. The landlord delivered the 12 th Floor premises to the Company in November 2018 and work has begun to “build-out” the premises. Occupancy is expected on or about March 1, 2019. The initial term of the 12 th floor lease continues from the Commencement Date through the last day of the calendar month immediately following the seventh (7th) anniversary of the date which the earliest of (x) ninety (90) days from the Commencement Date, (y) the date on which Tenant’s Work (as defined in the Lease) is substantially completed and (z) the date on which the Company first occupies any portion of the Premises for the conduct of its business (the “Rent Commencement Date”). The Company’s improvement costs are expected to aggregate approximately $500. Future minimum lease payments under this non-cancelable operating lease are as follows as of the Rent Commencement Date: Lease Year Amount 1 $ 187 2 192 3 215 4 220 5 225 Thereafter 468 $ 1,507 The Company has an option to renew the lease for one additional five-year term at 95% of the then prevailing market rates but not less than the rental rate at the end of the initial lease term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of BioXcel’s financial statements requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in its financial statements and the accompanying notes. The most significant estimates in the financial statements relate to the fair value of equity awards and valuation allowance related to the Company’s deferred tax assets and liabilities. For the three years ended December 31, 2018 the most significant estimates include the valuation of the Parent’s common stock and the allocation of expenses. As of December 31, 2017 and 2016 the most significant estimates relate to the allocation of assets and liabilities from the Parent. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2018, cash equivalents were comprised of money market funds. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalized certain legal, professional accounting and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the equity financing was consummated. After consummation of an equity financing, these costs were recorded in shareholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. As of December 31, 2017, the Company recorded deferred offering costs relating to its IPO of $461. The Company’s IPO was completed in March 2018, and these costs, as well as additional IPO costs including commissions of $4,200 and an additional $1,237 of other expenses incurred in 2018, were recorded as a reduction to shareholders’ equity. |
Equipment | Equipment Equipment consists of computers and related equipment and furniture that are stated at cost and depreciated using the straight-line method over estimated useful life of 5 years. Leasehold improvements will be amortized over the life of the lease. The Company follows the guidance provided by FASB ASC Topic 360‑10, Property, Plant, and Equipment . Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Since its inception, the Company has not recognized any impairment or disposition of long-lived assets. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation, ” which requires the measurement and recognition of compensation expense based on estimated fair market values for all share-based awards made to employees and directors, including stock options. The Company’s stock-based compensation plan was adopted and became effective in August 2017. Prior to the Company adopting its stock-based compensation plan the Parent granted stock options to its employees. As a result, related stock-based compensation expense has been allocated to the Company over the required service period over which these BioXcel stock option awards vest in the same manner salary costs of employees have been allocated to the BTI Business in the carve-out process. Both BioXcel and the Company’s stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they were not publicly traded. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. Stock-based awards to non-employees are re-measured at fair value each financial reporting date until performance is complete. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period. The periodic expense is then determined based on the valuation of the options. The Company adopted FASB ASU 2016‑09 as of January 1, 2018 and has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited. |
Research and Development Costs | Research and Development Costs Research and development expenses include wages, benefits, facilities, supplies, external services, clinical study and manufacturing costs and other expenses that are directly related to its research and development activities. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. The Company expenses research and development costs as incurred. |
Patent Costs | Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Fair Value Measurements | Fair Value Measurements ASC 820 “ Fair Value Measurements ” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2—Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk in its assessment of fair value. The carrying amounts of cash and accounts payable approximate fair value due to the short-term nature of these instruments. |
Net Loss per Share | Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. The Company did not have any potentially diluted securities outstanding in any period presented in the accompanying financial statements. The Company was incorporated on March 29, 2017 and loss per common share was calculated for the year ended December 31, 2017 assuming the shares issued to the Parent at formation were outstanding for those periods presented. There were 2,588,729 and 2,308,215 shares of options that were excluded from the calculation of the loss per share for the years ended December 31, 2018 and 2017, respectively. Inclusion of potential common shares would be anti-dilutive for all periods presented and have been excluded from the calculations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014‑09 Revenue from Contracts with Customers. Under this guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what the entity expects to receive in exchange for the goods or services. This new guidance also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this guidance beginning on January 1, 2018. The guidance allows the selection of one of two methods of adoption, either the full retrospective approach, meaning the guidance would be applied to all periods presented, or modified retrospective approach, meaning the cumulative effect of applying the guidance would be recognized as an adjustment to opening accumulated deficit balance. There was no impact to the Company as a result of the adoption. In February 2016, the FASB issued ASU 2016‑02 Lease Accounting Topic 842. This ASU requires the Company to record all leases longer than one year on its balance sheet. Under the new guidance, when the Company records leases on its balance sheet it will record a liability with a value equal to the present value of payments it will make over the life of the lease and an asset representing the underlying leased asset. The new accounting guidance requires the Company to determine if its leases are operating or financing leases, similar to current accounting guidance. The Company will record expense for operating type leases on a straight-line basis as an operating expense and it will record expense for finance type leases as interest expense. The new lease standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company must adopt the new standard on a modified retrospective basis, which requires it to reflect its leases on its balance sheet for the earliest comparative period presented. There was no impact to the Company as a result of the adoption. The Company has entered into a lease agreement for office space which is expected to commence on March 1, 2019. We anticipate the recording of a Right to Use Asset and related liability for approximately $1,308. The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the U.S. tax reform announced on December 22, 2017 by the U.S. Government commonly referred to as the Tax Cuts and Jobs Act. SAB 118 provides a measurement period that should not extend beyond one year from the U.S. tax reform enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the U.S. tax reform for which the accounting under ASC 740 is complete. Specifically, the Company revalued its U.S. deferred tax assets and liabilities due to the federal income tax rate reduction from 35 percent to 21 percent. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. In June 2018 the FASB issued ASU 2018‑07 Compensation - Stock Compensation Topic 718. This ASU was issued as part of the FASB’s simplification initiative. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The Company is currently assessing the timing of adoption as well as the effects it will have on its financial statements and disclosures. |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equipment | |
Equipment | December 31, December 31, 2018 2017 Computers and related equipment $ 169 $ 5 Furniture 4 — Leasehold improvements 172 — 345 5 Accumulated depreciation (18) (1) $ 327 $ 4 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses | |
Schedule of Accrued Expenses | December 31, 2018 December 31, 2017 Drugs and clinical trial expenses $ 1,887 $ 403 Accrued salaries, benefits and travel related costs 774 79 Professional and consultant fees 181 120 Legal expenses 105 413 Other administrative accruals 109 — $ 3,056 $ 1,015 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Employees | |
Stock-Based Compensation | |
Schedule of Valuation Assumptions | For the Year Ended December 31, 2018 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) - |
Schedule of Stock Option Activity | Weighted Average Number Weighted Average Total Remaining of Exercise Intrinsic Contractual Shares Price per Share Value Life (in years) Employee options granted during 2017 1,813,524 $ 0.65 $ 13,894,762 9.7 Outstanding as of December 31, 2017 1,813,524 $ 0.65 $ 13,894,762 9.7 Employee options granted 400,648 $ 9.77 $ — 9.5 Options reclassified from Non-employee 154,178 $ 2.45 $ 429,266 9.3 Options reclassified to Non-employee (62,094) $ 0.41 $ — — Outstanding as of December 31, 2018 2,306,256 $ 2.36 $ 6,182,252 8.8 Options vested and exercisable as of December 31, 2018 1,517,151 $ 0.51 $ 5,075,412 8.7 |
Non-Employees | |
Stock-Based Compensation | |
Schedule of Valuation Assumptions | For the Year Ended December 31, 2018 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) - |
Schedule of Stock Option Activity | Weighted Average Number Weighted Average Total Remaining of Exercise Intrinsic Contractual Shares Price per Share Value Life (in years) Non-employee options granted during 2017 496,515 $ 0.41 $ 3,922,238 9.6 Outstanding as of December 31, 2017 496,515 $ 0.41 $ 3,922,238 9.6 Non-employee options granted 111,465 $ 9.50 $ — 9.2 Non-employee options forfeited (60,323) $ 0.41 $ — — Non-employee options reclassified to Employee (154,178) $ 2.45 $ — — Non-employee options exercised (17,676) $ 0.41 $ — — Options reclassified from Employee 62,094 $ 0.41 $ 8,904 8.9 Outstanding as of December 31, 2018 437,897 $ 2.16 $ 1,228,838 8.8 Options vested and exercisable as of December 31, 2018 131,934 $ 0.51 $ 442,206 8.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Schedule of net deferred tax assets | 2018 2017 Federal net operating losses $ 3,840 $ 627 State net operating losses 1,300 212 Stock based compensation 552 268 Federal and state tax credits 366 42 Accrued expense 203 9 Total gross deferred tax assets 6,261 1,158 Less: valuation allowance (6,261) (1,158) Net deferred tax assets $ — $ — |
Schedule of reconciliation between the effective tax rate and the federal statutory rate | Inception to 2018 2017 Federal Statutory Rate 21.0 % 34.0 % Change in Federal Rate — (11.4) Stock based compensation (2.2) (4.2) Federal and state credits 1.6 0.9 State Taxes 6.3 — Change in valuation allowance (26.5) (19.3) Other (0.2) — Effective Tax Rate 0.0 % — % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases | |
Schedule of future minimum lease payments | Lease Year Amount 1 $ 187 2 192 3 215 4 220 5 225 Thereafter 468 $ 1,507 |
Organization and Principal Ac_2
Organization and Principal Activities (Details) | 12 Months Ended |
Dec. 31, 2018item | |
Organization and Principal Activities | |
Number of advanced program | 2 |
Number of emerging programs | 2 |
Initial Public Offering (Detail
Initial Public Offering (Details) $ / shares in Units, $ in Thousands | Mar. 12, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Oct. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Feb. 28, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares |
Number of shares issued | shares | 271,839 | 155,709 | 283,452 | ||||
Purchase price (in dollar per share) | $ / shares | $ 4.82 | $ 4.82 | $ 6.88 | ||||
Proceeds from issuance of common stock, net | $ 1,310 | $ 751 | $ 1,950 | $ 56,513 | $ 2,061 | ||
Underwriting discounts and commissions | $ 4,200 | ||||||
Deferred offering expenses | $ 461 | ||||||
Common stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
IPO | |||||||
Number of shares issued | shares | 5,454,545 | ||||||
Purchase price (in dollar per share) | $ / shares | $ 11 | ||||||
Gross proceeds from issuance of common stock | $ 60,000 | ||||||
Proceeds from issuance of common stock, net | 54,102 | ||||||
Underwriting discounts and commissions | 4,200 | ||||||
Deferred offering expenses | $ 1,698 | ||||||
Stock split | 237 |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 12, 2018 | Mar. 31, 2018 | Oct. 31, 2017 | Sep. 30, 2017 | Feb. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 29, 2017 |
Cash and cash equivalents | $ 887 | $ 42,565 | $ 887 | ||||||
Working capital | 38,500 | ||||||||
Total stockholders deficit and net Parent investment | (982) | 38,889 | (982) | $ (314) | |||||
Net cash used in operating activities | (13,509) | (2,196) | |||||||
Net loss | (4,010) | (19,270) | (4,539) | ||||||
Number of shares issued | 271,839 | 155,709 | 283,452 | ||||||
Purchase price (in dollar per share) | $ 4.82 | $ 4.82 | $ 6.88 | ||||||
Proceeds from issuance of common stock, net | $ 1,310 | $ 751 | $ 1,950 | $ 56,513 | 2,061 | ||||
Underwriting discounts and commissions | $ 4,200 | ||||||||
Deferred offering expenses | $ 461 | $ 461 | |||||||
IPO | |||||||||
Number of shares issued | 5,454,545 | ||||||||
Purchase price (in dollar per share) | $ 11 | ||||||||
Gross proceeds from issuance of common stock | $ 60,000 | ||||||||
Proceeds from issuance of common stock, net | 54,102 | ||||||||
Underwriting discounts and commissions | 4,200 | ||||||||
Deferred offering expenses | $ 1,698 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 22, 2017 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2019 |
Summary of Significant Accounting Policies | |||||
Deferred offering costs | $ 461 | ||||
Underwriting discounts and commissions | $ 4,200 | ||||
Other offering expenses | $ 1,237 | ||||
Anti-dilutive securities (in shares) | 2,588,729 | 2,308,215 | |||
Federal income tax rate (as a percent) | 35.00% | 21.00% | 34.00% | ||
Computers and related equipment and furniture | |||||
Summary of Significant Accounting Policies | |||||
Useful life | 5 years | ||||
Forecast Adjustment | ASU 2016-02 | |||||
Summary of Significant Accounting Policies | |||||
Right to Use Asset | $ 1,308 | ||||
Lease liability | $ 1,308 |
Transactions with BioXcel (Deta
Transactions with BioXcel (Details) $ in Thousands | Apr. 05, 2018USD ($) | Nov. 07, 2017USD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Transactions with BioXcel | |||||
Common shares, issued | shares | 15,663,221 | 9,907,548 | |||
Note Payable — Parent | $ (371) | $ 371 | |||
BioXcel Corporation | |||||
Transactions with BioXcel | |||||
Note Payable — Parent | $ (371) | ||||
BioXcel Corporation | Asset contribution agreement | |||||
Transactions with BioXcel | |||||
Common shares, issued | shares | 9,480,000 | ||||
Lump sum payment to parent | $ 5,000 | ||||
Period specified for payment | 60 days | ||||
Cumulative net sales | $ 50,000 | ||||
Payment to (received from) related party | $ 1,000 | ||||
Maximum borrowing capacity | 1,000 | ||||
BioXcel Corporation | Collaborative services agreement | |||||
Transactions with BioXcel | |||||
Term of agreement | 5 years | ||||
BioXcel Corporation | Development milestones | |||||
Transactions with BioXcel | |||||
Potential milestone payments | $ 10,000 | ||||
BioXcel Corporation | Sales milestones | |||||
Transactions with BioXcel | |||||
Potential milestone payments | $ 30,000 | ||||
Maximum milestone (as as percent) | 3 | ||||
BioXcel Corporation | Payable upon later 12 months IPO and first dosing for BXCL501 | Asset contribution agreement | |||||
Transactions with BioXcel | |||||
Lump sum payment to parent | $ 500 | ||||
Period specified for payment | 12 months | ||||
BioXcel Corporation | Payable upon later of 12 months of IPO and specified milestones | Asset contribution agreement | |||||
Transactions with BioXcel | |||||
Lump sum payment to parent | $ 500 | ||||
Period specified for payment | 12 months |
Equipment (Details)
Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Equipment | ||
Equipment, Gross | $ 345 | $ 5 |
Accumulated depreciation | (18) | (1) |
Equipment, net | 327 | 4 |
Computers and related equipment | ||
Equipment | ||
Equipment, Gross | 169 | $ 5 |
Furniture | ||
Equipment | ||
Equipment, Gross | 4 | |
Leasehold improvements | ||
Equipment | ||
Equipment, Gross | $ 172 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract Research Organization | |
Commitments and Contingencies | |
Expected term | 5 years |
Contract Research Organization, Clinical Trials | |
Commitments and Contingencies | |
Expected term | 2 years |
Expected cost | $ 8 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses | ||
Drugs and clinical trial expenses | $ 1,887 | $ 403 |
Accrued salaries, benefits and travel related costs | 774 | 79 |
Professional and consultant fees | 181 | 120 |
Legal expenses | 105 | 413 |
Other administrative accruals | 109 | |
Accrued expenses | $ 3,056 | $ 1,015 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Authorized (Details) | 12 Months Ended | ||
Dec. 31, 2018Vote$ / sharesshares | Mar. 12, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Stockholders’ Equity (Deficit) | |||
Preferred shares, authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred shares, par value (dollar per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred shares, issued | 0 | 0 | |
Preferred shares, outstanding | 0 | 0 | |
Common shares, authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock outstanding | 15,663,221 | 9,907,548 | |
Number of vote per common stock | Vote | 1 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 12, 2018 | Mar. 31, 2018 | Oct. 31, 2017 | Sep. 30, 2017 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Number of shares issued | 271,839 | 155,709 | 283,452 | ||||
Purchase price (in dollar per share) | $ 4.82 | $ 4.82 | $ 6.88 | ||||
Proceeds from issuance of common stock, net | $ 1,310 | $ 751 | $ 1,950 | $ 56,513 | $ 2,061 | ||
Underwriting discounts and commissions | $ 4,200 | ||||||
Deferred offering expenses | $ 461 | ||||||
IPO | |||||||
Number of shares issued | 5,454,545 | ||||||
Purchase price (in dollar per share) | $ 11 | ||||||
Gross proceeds from issuance of common stock | $ 60,000 | ||||||
Proceeds from issuance of common stock, net | 54,102 | ||||||
Underwriting discounts and commissions | 4,200 | ||||||
Deferred offering expenses | $ 1,698 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2018 | Oct. 31, 2017 | Sep. 30, 2017 | |
Stock-Based Compensation | |||||
Authorized shares | 3,444,894 | ||||
Fair value of grants per share | $ 6.88 | $ 4.82 | $ 4.82 | ||
Options | |||||
Stock-Based Compensation | |||||
Terms of award | ten | ||||
Vesting period | 4 years | ||||
Weighted-average grant-date fair value of options (in dollars per share) | $ 7.64 | $ 0.41 | |||
Expected dividend yield (as a percent) | 0.00% | ||||
Options | Employees | |||||
Stock-Based Compensation | |||||
Expected stock price volatility, minimum (as a percent) | 77.12% | ||||
Expected stock price volatility, maximum (as a percent) | 81.49% | ||||
Risk-free rate of interest, minimum (as a percent) | 2.68% | ||||
Risk-free rate of interest, maximum (as a percent) | 3.12% | ||||
Options | Employees | Minimum | |||||
Stock-Based Compensation | |||||
Exercise price per share (in dollars per share) | $ 0.41 | ||||
Fair value of grants per share | $ 3.41 | ||||
Expected Term (years) | 4 years 8 months 12 days | ||||
Options | Employees | Maximum | |||||
Stock-Based Compensation | |||||
Exercise price per share (in dollars per share) | $ 11 | ||||
Fair value of grants per share | $ 10.82 | ||||
Expected Term (years) | 7 years | ||||
Options | Non-Employees | |||||
Stock-Based Compensation | |||||
Expected stock price volatility, minimum (as a percent) | 76.03% | ||||
Expected stock price volatility, maximum (as a percent) | 82.91% | ||||
Risk-free rate of interest, minimum (as a percent) | 2.43% | ||||
Risk-free rate of interest, maximum (as a percent) | 2.68% | ||||
Options | Non-Employees | Minimum | |||||
Stock-Based Compensation | |||||
Exercise price per share (in dollars per share) | $ 0.41 | ||||
Fair value of grants per share | $ 2.37 | ||||
Expected Term (years) | 3 months 18 days | ||||
Options | Non-Employees | Maximum | |||||
Stock-Based Compensation | |||||
Exercise price per share (in dollars per share) | $ 11 | ||||
Fair value of grants per share | $ 7.16 | ||||
Expected Term (years) | 9 years 9 months 18 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employees | ||
Number of Shares | ||
Outstanding, beginning balance (in shares) | 1,813,524 | |
Options granted (in shares) | 400,648 | 1,813,524 |
Options reclassification from non-employee (in shares) | 154,178 | |
Options reclassified to non-employee (in shares) | (62,094) | |
Outstanding, ending balance (in shares) | 2,306,256 | 1,813,524 |
Options vested and exercisable (in shares) | 1,517,151 | |
Weighted Average Exercise Price per Share | ||
Outstanding, beginning balance (in dollars per shares) | $ 0.65 | |
Options granted (in dollars per share) | 9.77 | $ 0.65 |
Options reclassification from non-employee (in dollars per shares) | 2.45 | |
Options reclassified to non-employee (in dollars per shares) | 0.41 | |
Outstanding, end balance (in dollars per shares) | 2.36 | $ 0.65 |
Options vested and exercisable (in dollars per shares) | $ 0.51 | |
Options | ||
Intrinsic value, Outstanding, beginning balance | $ 13,894,762 | |
Intrinsic value, granted | $ 13,894,762 | |
Intrinsic value, reclassified from non-employee | 429,266 | |
Intrinsic value, Outstanding, end balance | 6,182,252 | $ 13,894,762 |
Intrinsic value, vested and exercisable | $ 5,075,412 | |
Weighted average remaining contractual life, Outstanding, Beginning | 8 years 9 months 18 days | 9 years 8 months 12 days |
Weighted average remaining contractual life, granted | 9 years 6 months | 9 years 8 months 12 days |
Weighted average remaining contractual life, reclassified from non-employee | 9 years 3 months 18 days | |
Weighted average remaining contractual life, vested and exercisable | 8 years 8 months 12 days | |
Non-Employees | ||
Number of Shares | ||
Outstanding, beginning balance (in shares) | 496,515 | |
Options granted (in shares) | 111,465 | 496,515 |
Options reclassification from non-employee (in shares) | 154,178 | |
Options reclassified to non-employee (in shares) | (62,094) | |
Options forfeited (in shares) | (60,323) | |
Options exercised (in shares) | (17,676) | |
Outstanding, ending balance (in shares) | 437,897 | 496,515 |
Options vested and exercisable (in shares) | 131,934 | |
Weighted Average Exercise Price per Share | ||
Outstanding, beginning balance (in dollars per shares) | $ 0.41 | |
Options granted (in dollars per share) | 9.50 | $ 0.41 |
Options reclassification from non-employee (in dollars per shares) | 2.45 | |
Options reclassified to non-employee (in dollars per shares) | 0.41 | |
Options forfeited (in dollars per shares) | 0.41 | |
Options exercised (in dollars per shares) | 0.41 | |
Outstanding, end balance (in dollars per shares) | 2.16 | $ 0.41 |
Options vested and exercisable (in dollars per shares) | $ 0.51 | |
Options | ||
Intrinsic value, Outstanding, beginning balance | $ 3,922,238 | |
Intrinsic value, granted | $ 3,922,238 | |
Intrinsic value, reclassified to non-employee | 8,904 | |
Intrinsic value, Outstanding, end balance | 1,228,838 | $ 3,922,238 |
Intrinsic value, vested and exercisable | $ 442,206 | |
Weighted average remaining contractual life, Outstanding, Beginning | 8 years 9 months 18 days | 9 years 7 months 6 days |
Weighted average remaining contractual life, granted | 9 years 2 months 12 days | 9 years 7 months 6 days |
Weighted average remaining contractual life, reclassified to non-employee | 8 years 10 months 24 days | |
Weighted average remaining contractual life, vested and exercisable | 8 years 6 months |
Stock-Based Compensation - Info
Stock-Based Compensation - Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-Based Compensation | ||
Available for grant (in shares) | 700,741 | |
Share-based compensation costs recognized | $ 3,082 | $ 1,606 |
Employees | ||
Stock-Based Compensation | ||
Remaining unamortized expense | $ 2,846 | |
Remaining unamortized expense period | 1 year 8 months 12 days | |
Non-Employees | ||
Stock-Based Compensation | ||
Remaining unamortized expense | $ 527 | |
Remaining unamortized expense period | 1 year 2 months 12 days | |
Options | ||
Stock-Based Compensation | ||
Share-based compensation costs recognized | $ 2,872 | 1,168 |
Options | BioXcel Corporation | ||
Stock-Based Compensation | ||
Share-based compensation costs recognized | $ 210 | $ 439 |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes | ||
Income tax liabilities | $ 0 | $ 0 |
Federal net operating losses | 3,840 | 627 |
State net operating losses | 1,300 | 212 |
Stock based compensation | 552 | 268 |
Federal and state tax credits | 366 | 42 |
Accrued expense | 203 | 9 |
Total gross deferred tax assets | 6,261 | 1,158 |
Less: valuation allowance | $ (6,261) | $ (1,158) |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Reconciliation between effective tax rate and federal statutory rate, percent | |||
Federal income tax rate (as a percent) | 35.00% | 21.00% | 34.00% |
Change in Federal Rate (as a percent) | (11.40%) | ||
Stock based compensation (as a percent) | (2.20%) | (4.20%) | |
Federal and state credits (as a percent) | 1.60% | 0.90% | |
State Taxes (as a percent) | 6.30% | ||
Change in valuation allowance (as a percent) | (26.50%) | (19.30%) | |
Other (as a percent) | (0.20%) | ||
Effective Tax Rate (as a percent) | 0.00% | ||
Net operating loss carry-forwards | $ 18,200 | ||
Tax credit carry-forwards | $ 366 | ||
Reduction of deferred tax assets related to net operating losses and other assets | $ 470 |
Leases (Details)
Leases (Details) $ in Thousands | Aug. 20, 2018USD ($)ft²item | Dec. 31, 2018USD ($) | Jun. 21, 2018ft² |
Future minimum lease payments under non-cancelable operating lease | |||
1 | $ 187 | ||
2 | 192 | ||
3 | 215 | ||
4 | 220 | ||
5 | 225 | ||
Thereafter | 468 | ||
Total | $ 1,507 | ||
5th Floor Lease | |||
Operating Leased Assets [Line Items] | |||
Area of lease | ft² | 5,300 | ||
12th Floor Lease | |||
Operating Leased Assets [Line Items] | |||
Area of lease | ft² | 11,040 | ||
Expected leasehold obligations | $ 500 | ||
Future minimum lease payments under non-cancelable operating lease | |||
Number of renewal options | item | 1 | ||
Term | 5 years | ||
Lease renewed at percentage of market rates | 95.00% |