Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 10, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | Celsion Corp | |
Entity Central Index Key | 749,647 | |
Trading Symbol | clsn | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 17,740,035 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,285,314 | $ 11,444,055 |
Investment securities – available for sale, at fair value | 18,411,162 | 12,724,020 |
Accrued interest receivable on investment securities | 67,192 | 54,440 |
Advances, deposits and other current assets | 89,186 | 89,186 |
Subtotal current assets | 20,852,854 | 24,311,701 |
Property and equipment (at cost, less accumulated depreciation and amortization of $2,869,058 and $2,838,716 respectively) | (175,066) | (175,771) |
Other assets: | ||
In-process research and development | 20,246,491 | 20,246,491 |
Other intangible assets, net | 738,779 | 795,608 |
Goodwill | 1,976,101 | 1,976,101 |
Patent licensing fees and other assets, net | 8,761 | 8,761 |
Subtotal other assets | 22,970,132 | 23,026,961 |
Total assets | 43,998,052 | 47,514,433 |
Current liabilities: | ||
Accounts payable - trade | 3,416,878 | 3,416,863 |
Other accrued liabilities | 1,716,867 | 2,282,827 |
Deferred revenue – current portion | 500,000 | 500,000 |
Subtotal current liabilities | 5,633,745 | 6,199,690 |
Earn-out milestone liability | 12,808,720 | 12,538,525 |
Deferred revenue – non-current portion | 1,875,000 | 2,000,000 |
Other liabilities – non-current portion | 70,232 | 71,710 |
Total liabilities | 20,387,697 | 20,809,925 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized and no shares issued or outstanding at March 31, 2018 and December 31, 2017) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 17,740,369 and 17,277,299 shares issued at March 31, 2018 and December 31, 2017, respectively, and 17,740,035 and 17,276,965 shares outstanding at March 31, 2018 and December 31, 2017, respectively) | 177,403 | 172,772 |
Additional paid-in capital | 289,810,437 | 288,408,976 |
Accumulated other comprehensive loss | (33,414) | (10,164) |
Accumulated deficit | (266,258,883) | (261,781,888) |
Subtotal | 23,695,543 | 26,789,696 |
Treasury stock, at cost (334 shares at March 31, 2018 and December 31, 2017) | (85,188) | (85,188) |
Total stockholders’ equity | 23,610,355 | 26,704,508 |
Total liabilities and stockholders’ equity | $ 43,998,052 | $ 47,514,433 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 100,000 | 100,000 |
Preferreed stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 112,500,000 | 112,500,000 |
Common stock, issued (in shares) | 17,740,369 | 17,277,299 |
Common stock, outstanding (in shares) | 17,740,035 | 17,276,965 |
Property and equipment, accumulated depreciation | $ 2,869,058 | $ 2,838,716 |
Treasury stock (in shares) | 334 | 334 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Licensing revenue | $ 125,000 | $ 125,000 |
Operating expenses: | ||
Research and development | 2,741,076 | 3,475,276 |
General and administrative | 1,665,028 | 1,468,122 |
Total operating expenses | 4,406,104 | 4,943,398 |
Loss from operations | (4,281,104) | (4,818,398) |
Other (expense) income: | ||
Loss from change in valuation of earn-out milestone liability | (270,195) | (283,751) |
Investment income | 73,724 | 1,991 |
Interest expense | (62,340) | |
Other income (expense) | 580 | 2,362 |
Total other (expense) income, net | (195,891) | (341,738) |
Net loss | $ (4,476,995) | $ (5,160,136) |
Net loss per common share | ||
Basic and diluted (in dollars per share) | $ (0.25) | $ (3.09) |
Weighted average shares outstanding | ||
Basic and diluted (in shares) | 17,683,847 | 1,670,582 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other comprehensive loss | ||
Change in unrealized loss on available for sale securities | $ (23,250) | |
Net loss | (4,476,995) | (5,160,136) |
Comprehensive loss | $ (4,500,245) | $ (5,160,136) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (4,476,995) | $ (5,160,136) |
Non-cash items included in net loss: | ||
Depreciation and amortization | 87,171 | 170,529 |
Change in fair value of earn-out milestone liability | 270,195 | 283,751 |
Deferred revenue | (125,000) | (125,000) |
Stock-based compensation costs | 153,668 | 117,466 |
Restricted shares issued | 15,840 | |
Amortization of deferred finance charges and debt discount associated with notes payable | 17,685 | |
Change in deferred rent liability | (1,478) | (9,264) |
Net changes in: | ||
Accrued interest on investment securities | (12,752) | 4,008 |
Advances, deposits and other current assets | 62,786 | |
Accounts payable and accrued liabilities | (565,945) | 1,508,171 |
Net cash (used in) operating activities: | (4,655,296) | (3,130,004) |
Cash flows from investing activities: | ||
Purchases of investment securities | (5,710,392) | |
Proceeds from sale and maturity of investment securities | 1,680,000 | |
Purchases of property and equipment | (29,637) | (21,126) |
Net cash (used in) provided by investing activities | (5,740,029) | 1,658,874 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock equity, net of issuance costs | 1,236,584 | 4,284,373 |
Proceeds from exercise of common stock warrants | 138,563 | |
Principal payments on notes payable | (1,106,392) | |
Net cash provided by (used in) financing activities | 1,236,584 | 3,316,544 |
(Decrease) increase in cash and cash equivalents | (9,158,741) | 1,845,414 |
Cash and cash equivalents at beginning of period | 11,444,055 | 2,624,162 |
Cash and cash equivalents at end of period | 2,285,314 | 4,469,576 |
Supplemental disclosures of cash flow information: | ||
Interest paid | $ 44,655 |
Note 1 - Business Description
Note 1 - Business Description | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1. Business Description Celsion Corporation, a Delaware corporation based in Lawrenceville, New Jersey, and its wholly owned subsidiary, CLSN Laboratories, Inc., also a Delaware corporation, referred to herein as “Celsion”, “we”, or “the Company,” as the context requires, is a fully-integrated, development stage oncology drug company focused on developing a portfolio of innovative cancer treatments, including directed chemotherapies, immunotherapies and RNA- or DNA-based therapies. Our lead program is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in Phase III development for the treatment of primary liver cancer. Our product pipeline also includes GEN- 1, three |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements, which include the accounts of Celsion Corporation, CLSN Laboratories, Inc. and Celsion GmbH, have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the instructions to Form 10 10 X. In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the three March 31, 2018 not may 10 December 31, 2017 March 27, 2018. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. No |
Note 3 - Financial Condition an
Note 3 - Financial Condition and Business Plan | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | Note 3. Financial Condition and Business Plan Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s product candidates, and applications and submissions to the Food and Drug Administration. We have not $266 March 31, 2018, $20.8 The Company expects its operating losses to continue for the foreseeable future as it continues its product development efforts, and when it undertakes marketing and sales activities. The Company’s ability to achieve profitability is dependent upon its ability to obtain governmental approvals, produce, and market and sell its new product candidates. There can be no The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following: ● the progress of research activities; ● the number and scope of research programs; ● the progress of preclinical and clinical development activities; ● the progress of the development efforts of parties with whom the Company has entered into research and development agreements; ● the costs associated with additional clinical trials of product candidates; ● the ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; ● the ability to achieve milestones under licensing arrangements; ● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and ● the costs and timing of regulatory approvals. The Company has based its estimate on assumptions that may may may With the $20.8 March 31, 2018, third 2019. 11, $12.2 March 31, 2018 . |
Note 4 - New Accounting Pronoun
Note 4 - New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Note 4. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by Financial Accounting Standards Board (FASB) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not not In May 2014, No. 2014 09 606 2014 09 January 1, 2017; 2015 14, 606 2014 09 one January 1, 2018. March 2016, No. 2016 8, 606 not No. 2014 09 No. 2014 09. April 2016, No. 2016 10, January 1, 2018. five No. 2014 09; 15, one five January 1, 2018 not In January 2016, No. 2016 01, December 15, 2017. 2016 01 not In February 2016, No. 2016 02, 842 twelve December 15, 2018, In August 2016, No. 2016 15, 230 December 15, 2017, 2016 01 not In November 2016, No. 2016 18, 230 230, December 15, 2017, 2016 01 not In January 2017, No. 2017 01, 805 December 15, 2018, In January 2017 , No. 2017 04, 2 not December 15, 2019, 2017. |
Note 5 - Net Loss Per Common Sh
Note 5 - Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 5 . Net Loss per Common Share Basic loss per share is calculated based upon the net loss available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated after adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of preferred stock, options and warrants and their equivalents are computed using the treasury stock method. The total number of shares of common stock issuable respectively upon exercise of warrants, stock option grants and equity awards was 3,655,643 2,684,841 three March 31, 2018 2017 three March 31, 2018 2017, |
Note 6 - Fair Value of Financia
Note 6 - Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | Note 6. Fair Value of Financial Instruments Short-term investments available for sale of $18,411,162 $12,724,020 March 31, 2018 December 31, 2017, Securities available for sale are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not not A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: March 31, 2018 December 31, 2017 Cost Fair Value Cost Fair Value Short-term investments Certificate of deposit $ 1,714,375 $ 1,713,833 $ - $ - Corporate debt securities 16,730,201 16,697,329 12,734,184 12,724,020 Total $ 18,444,576 $ 18,411,162 $ 12,734,184 12,724,020 March 31, 2018 December 31, 2017 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 4,996,672 $ 4,993,850 $ - $ - Between 3-12 months 13,447,904 13,417,312 12,734,184 12,724,020 Total $ 18,444,576 $ 18,411,162 $ 12,734,184 $ 12,724,020 Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Three Months Ended March 31, Description of Securities 2018 2017 Interest and dividends accrued and paid $ 69,289 $ 1,991 Realized gains 4,435 - Investment income $ 73,724 $ 1,991 The following table shows the Company’s investment securities gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018 December 31, 2017. March 31, 2018 December 31, 2017 Description of Securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Available for Sale (all unrealized holding gains and losses are less than 12 months at date of measurement) Investments with unrealized gains $ 2,239,849 $ 1,463 $ 748,148 $ 570 Investments with unrealized losses 16,171,313 (35,877 ) 11,975,872 (10,734 ) Total $ 18,411,162 $ (34,414 ) $ 12,724,020 $ (10,164 ) |
Note 7 - Fair Value of Measurem
Note 7 - Fair Value of Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 7 . Fair Value Measurements FASB Accounting Standards Codification (ASC) Section 820 three three may Level 1: Level 2: 1 not Level 3: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized exchanges (Level 1 2 Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the balance sheet at their estimated fair values primarily due to their short-term nature. There were no 1 2 no 3 three March 31, 2018 2017. 3 13 Assets and liabilities measured at fair value are summarized below: Total Fair Value Quoted Prices In Active Markets For Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2018 Investment securities, available for sale $ 18,411,162 $ 18,411,162 ─ $ ─ Recurring items as of December 31, 2017 Investment securities, available for sale $ 12,724,020 $ 12,724,020 ─ $ ─ Liabilities: Recurring items as of March 31, 2018 Earn-out milestone liability (Note 13) $ 12,808,720 $ ─ ─ $ 12,808,720 Recurring items as of December 31, 2017 Earn-out milestone liability (Note 13) $ 12,538,525 $ ─ ─ $ 12,538,525 |
Note 8 - Acquisition of EGEN As
Note 8 - Acquisition of EGEN Assets | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 8 . Acquisition of EGEN Assets On June 20, 2014, June 6, 2014, The total purchase price for the asset acquisition is up to $44.4 $30.4 $3.0 193,728 4 2 47,862 June 16, 2017. After its review in 2016, no 2017 $24.4 may two ● $12.4 1 001 ● $12.0 1 The following table summarizes the fair values of these assets acquired and liabilities assumed related to the acquisition. Property and equipment, net $ 35,000 In-process research and development 24,211,000 Other Intangible assets (Covenant not to compete) 1,591,000 Goodwill 1,976,000 Total assets: 27,813,000 Accounts payable and accrued liabilities (235,000 ) Net assets acquired $ 27,578,000 Acquired in-process research and development (IPR&D) consists of EGEN's drug technology platforms: TheraPlas and TheraSilence. The fair value of the IPR&D drug technology platforms was estimated to be $24.2 not third September 30, not At September 30, 2017, may September 30, 2017 $9.4 $6.9 $2.5 third 2017. At December 31, 2016, one may $1.4 $1.4 fourth 2016. As no first 2018, none March 31, 2018. Pursuant to the EGEN Purchase Agreement, EGEN provided certain covenants (“Covenant Not seventh June 20, 2014, not Not $1.6 7 $ 56,829 three March 31, 2018 2017. Not $738,779 $852,435 March 31, 2018 $795,608 $795,606 December 31, 2017 The purchase price exceeded the estimated fair value of the net assets acquired by approximately $2.0 third September 30 September 30, 2017, not not” |
Note 9 - Accrued Liabilities
Note 9 - Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 9 . Accrued Liabilities Other accrued liabilities at March 31, 2018 December 31, 2017 Year Ended December 31, 201 8 201 7 Amounts due to contract research organizations and other contractual agreements $ 837,955 $ 665,373 Accrued payroll and related benefits 550,143 1,258,265 Accrued professional fees 308,748 264,668 Other 20,021 94,521 Total $ 1,716,867 $ 2,282,827 |
Note 10 - Note Payable
Note 10 - Note Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 10 . Note Payable In November 2013, $20 first $5 November 2013 $4 June 10, 2014, second $5 $3.0 second $10 The obligations under the Hercules Credit Agreement are in the form of secured indebtedness bearing interest at a calculated prime-based variable rate ( 11.25% December 17, 2015, 11.50% December 18, 2015 December 15, 2016 11.75% first twelve 30 June 1, 2017. $122,378 $230,000 As a fee associated with the Hercules Credit Agreement, the Company issued Hercules a warrant for a total of 6,963 $50.26, November 25, 2013. second June 10, 2014, 6,963 November 25, 2018. November 25, 2013. may 144 first 415 1933 No. 333 193936 September 30, 2014. $476,261 $5.0 3.5% $350,000 three March 31, 2017 $44,655 $17,685 The loan balance and end of term charges on the Hercules Credit Agreement was paid in full in June 2017. |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 1 1 . Stockholders’ Equity In September 2015, $75 3 2015 No. 333 206789 September 25, 2015. At the 2016 June 2016, 75,000,000 112,500,000 100,000 may 112,600,000 Reverse Stock Split On May 26, 2017, 14 1 May 30, 2017. 14 one 14 1 May 30, 2017, 15117N503 The reverse stock split was previously approved by the Company’s stockholders at the 2017 May 16, 2017, ● To increase the market price of the Company’s common stock making it more attractive to a broader range of institutional and other investors, and ● To provide the Company with additional capital resources and flexibility sufficient to execute its business plans including the establishment of strategic relationships with other companies and to ensure its ability to raise additional capital as necessary. Immediately prior to the reverse stock split, the Company had 56,982,418 4,070,172 No 2.4 0.2 33.5 2.4 October 2017 Underwritten Offering On October 27, 2017, 2,640,000 $0.01 1,320,000 0.5 one $2.50 Pursuant to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the Shares and related Investor Warrants from the Company at a price of $2.325 six $3.00 five first The Company received $6.6 3 No. 333 206789 September 4, 2015, September 25, 2015, September 25, 2017 66,000 4 2 six $2.87 five first . July 6, 2017 Common Stock Offering On July 6, 2017, 2,050,000 $2.07 $4,243,500 385,000 9.99% $2.06 $793,100, $0.01 not one six five one $2.07 2,435,000 twelve $4.75 2,435,000 not 9.99% fourth 2017, 385,000 On October 4, 2017, July 6, 2017 not January 11, 2018. 4,665,000 $2.07 $4.75 $16.6 The Exercise Agreements also provide for the issuance of 1,166,250 one $6.20, one six 4 2 506 February 14, 2017 Public Offering On February 14, 2017, February 14, 2017 1,384,704 $3.22 1,177,790 185,713 $3.22 five $3.08 $0.14 not 9.99% $5.0 February 14, 2017 In connection with the February 14, 2017 1 No. 333 215321 December 23, 2016, No. 1 January 20, 2017, No. 2 February 13, 2017, No. 3 February 13, 2017 No. 4 February 14, 2017 1933, As of December 31, 2017, 185,713 2017, $2.4 747,254 Reduced Exercise Price of Warrants On February 22, 2013, “2013 95,811 $74.34 January 15, 2014, “2014 64,348 $57.40 June 9, 2017, 2013 2014 June 2016 790,410 2013 2014 June 2016 790,410 $2.70 $2.1 2013 2014 June 2016 The reduced exercise price of the 2013 2014 June 2016 $0.2 On May 27, 2015 “2015 139,284 $36.40 June 22, 2017 June 26, 2017, 2015 December 2016 2015 June 2016 506,627 $1.65 $0.8 2015 June 2016 The reduced exercise price of the 2015 $0.1 Common Stock Warrants As of March 31, 2018, December 31, 2017, 3,058,402 $5.29. 3.3 March 31, 2018. Controlled Equity Offering On February 1, 2013, may $25.0 3. may 415 1933, February 1, 2013 March 31, 2018, 1,784,396 $12.8 The Company is not may may The ATM Agreement will terminate upon the earlier of (i) the sale of ATM Shares under the ATM Agreement having an aggregate offering price of $25 may 10 3.0% $50,000 On October 2, 2015 February 6, 2018, 2015 may $17.5 January 2018 2018, 457,070 $1.3 $12.2 |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 12 . Stock-Based Compensation The Company has long-term compensation plans that permit the granting of equity based-awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, and performance awards. Generally, the terms of these plans require that the exercise price of the options may not ten The Celsion Corporation 2007 2007 688,531 2007 two one 2001 2004 21,164 2007 2007 The Company has issued stock awards to employees, directors and vendors out of the stock option plans. Options are generally granted with strike prices equal to the market value on the date of the grant. Incentive stock options may not 100% 10% 110% may may Option awards vest upon terms determined by the Board of Directors. Restricted stock awards, performance stock awards and stock options are subject to accelerated vesting in the event of a change of control. The Company issues new shares to satisfy its obligations from the exercise of options. As of March 31, 2018, 705,893 597,241 102,652 Total compensation cost charged related to employee stock options and restricted stock awards amounted to $169,508 $117,466 three March 31, 2018 2017, March 31, 2018, $0.4 0.9 three March 31, 2018 $2.27. No three March 31, 2017. A summary of stock option awards and restricted stock grants for the three March 31, 2018 Stock Options Restricted Stock Awards Weighted Average Equity Awards Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2018 703,442 $ 10.34 – $ – Equity awards granted 7,500 $ 2.52 6,000 $ 2.64 Vested and issued – $ – (6,000 ) $ 2.64 Equity awards forfeited, cancelled or expired (113,701 ) $ 40.23 – $ – Equity awards outstanding at March 31, 2018 597,241 $ 4.48 – $ – 9.1 Aggregate intrinsic value of outstanding awards at March 31, 2018 $ 2,750 $ – Equity awards exercisable at March 31, 2018 320,877 $ 5.79 9.0 Aggregate intrinsic value of awards exercisable at March 31, 2018 $ – The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Celsion’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Three months ended March 31, 2018 Risk-free interest rate 2.82 % Expected volatility 99.9 % Expected life (in years) 10 Expected dividend yield 0.0 % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant. Starting in 2017, 2018 |
Note 13 - Earn-out Milestone Li
Note 13 - Earn-out Milestone Liability | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Earn-out Milestone Liability Disclosure [Text Block] | Note 1 3 . Earn-out Milestone Liability The total aggregate purchase price for the EGEN Acquisition included potential future Earn-out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 $13.9 June 20, 2014 10% 67% 1.5 2.5 As of March 31, 2018, December 31, 2017, $12.8 $12.5 $270,195 three March 31, 2018 December 31, 2015. March 31, 2017, December 31, 2016, $13.5 $13.2 $283,751 three March 31, 2017 December 31, 2016. The following is a summary of the changes in the earn-out milestone liability for 2018: Balance at January 1, 2018 $ 12,538,525 Non-cash charge from the adjustment for the change in fair value included in net loss 270,195 Balance at March 31, 2018 $ 12,808,720 The following is a schedule of the Company’s risk-adjustment assessment of each milestone: Date Risk-adjustment Assessment of each Milestone Discount Rate Estimated Time to Achieve (in years) March 31, 2018 35% to 80% 9% 1.08 to 1.25 December 31, 2017 35% to 80% 9% 1.33 to 1.50 March 31, 2017 50% to 80% 9% 1.75 to 2.25 December 31, 2016 50% to 80% 9% 2.00 to 2.50 |
Note 14 - Contingent Liabilitie
Note 14 - Contingent Liabilities and Commitments | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 1 4 . Contingent Liabilities and Commitments In July 2011, 10,870 October 2011, 66 6 first $23,000 April 2012. $250,000, $50,000 19th, 31st 43rd $100,000 April 2017. 2015, April 30, 2017. April 2017, May 1, 2017. 64 7,565 four $18,900 first $20,500 one 24th In connection with the EGEN Asset Purchase Agreement in June 2014, 11,500 January 2018. January 2018, 60 9,049 $18,100 |
Note 15 - Technology Developmen
Note 15 - Technology Development and Licensing Agreements | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Licensing Transaction [Text Block] | No te 15 . Technology Development and Licensing Agreements On May 7, 2012, three first 2015, three On January 18, 2013, $5 ® January 31, 2013 January 18, 2013 ® ® $5.0 first 2013 10 ® On July 19, 2013, Among the key provisions of the Celsion-Hisun Memorandum of Understanding are: ● Hisun will provide the Company with non-dilutive financing and the investment necessary to complete the technology transfer of its proprietary manufacturing process and the production of registration batches for the China territory; ● Hisun will collaborate with the Company around the clinical and regulatory approval activities for ThermoDox® as well as other liposomal formations with the CHINA FDA; and ● Hisun will be granted a right of first On August 8, 2016, 1 1, 12 1 1 1 first Key provisions of the GEN- 1 ● the GEN- 1 1 ● once approved, the cost structure for GEN- 1 ● Celsion will provide Hisun a certain percentage of China’s commercial unit demand, and separately of global commercial unit demand, subject to regulatory approval; ● Hisun and Celsion will commence technology transfer activities relating to the manufacture of GEN- 1, ● Hisun will collaborate with Celsion around the regulatory approval activities for GEN- 1 |
Note 6 - Fair Value of Financ22
Note 6 - Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Cost, Fair Value and Maturities of Short-term Investments [Table Text Block] | March 31, 2018 December 31, 2017 Cost Fair Value Cost Fair Value Short-term investments Certificate of deposit $ 1,714,375 $ 1,713,833 $ - $ - Corporate debt securities 16,730,201 16,697,329 12,734,184 12,724,020 Total $ 18,444,576 $ 18,411,162 $ 12,734,184 12,724,020 March 31, 2018 December 31, 2017 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 4,996,672 $ 4,993,850 $ - $ - Between 3-12 months 13,447,904 13,417,312 12,734,184 12,724,020 Total $ 18,444,576 $ 18,411,162 $ 12,734,184 $ 12,724,020 |
Investment Income [Table Text Block] | Three Months Ended March 31, Description of Securities 2018 2017 Interest and dividends accrued and paid $ 69,289 $ 1,991 Realized gains 4,435 - Investment income $ 73,724 $ 1,991 |
Schedule of Unrealized Loss on Investments [Table Text Block] | March 31, 2018 December 31, 2017 Description of Securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Available for Sale (all unrealized holding gains and losses are less than 12 months at date of measurement) Investments with unrealized gains $ 2,239,849 $ 1,463 $ 748,148 $ 570 Investments with unrealized losses 16,171,313 (35,877 ) 11,975,872 (10,734 ) Total $ 18,411,162 $ (34,414 ) $ 12,724,020 $ (10,164 ) |
Note 7 - Fair Value of Measur23
Note 7 - Fair Value of Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Total Fair Value Quoted Prices In Active Markets For Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2018 Investment securities, available for sale $ 18,411,162 $ 18,411,162 ─ $ ─ Recurring items as of December 31, 2017 Investment securities, available for sale $ 12,724,020 $ 12,724,020 ─ $ ─ Liabilities: Recurring items as of March 31, 2018 Earn-out milestone liability (Note 13) $ 12,808,720 $ ─ ─ $ 12,808,720 Recurring items as of December 31, 2017 Earn-out milestone liability (Note 13) $ 12,538,525 $ ─ ─ $ 12,538,525 |
Note 8 - Acquisition of EGEN 24
Note 8 - Acquisition of EGEN Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment, net $ 35,000 In-process research and development 24,211,000 Other Intangible assets (Covenant not to compete) 1,591,000 Goodwill 1,976,000 Total assets: 27,813,000 Accounts payable and accrued liabilities (235,000 ) Net assets acquired $ 27,578,000 |
Note 9 - Accrued Liabilities (T
Note 9 - Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | Year Ended December 31, 201 8 201 7 Amounts due to contract research organizations and other contractual agreements $ 837,955 $ 665,373 Accrued payroll and related benefits 550,143 1,258,265 Accrued professional fees 308,748 264,668 Other 20,021 94,521 Total $ 1,716,867 $ 2,282,827 |
Note 12 - Stock-based Compens26
Note 12 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Share-based Compensation Stock Options and Restricted Stock Awards Activity [Table Text Block] | Stock Options Restricted Stock Awards Weighted Average Equity Awards Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2018 703,442 $ 10.34 – $ – Equity awards granted 7,500 $ 2.52 6,000 $ 2.64 Vested and issued – $ – (6,000 ) $ 2.64 Equity awards forfeited, cancelled or expired (113,701 ) $ 40.23 – $ – Equity awards outstanding at March 31, 2018 597,241 $ 4.48 – $ – 9.1 Aggregate intrinsic value of outstanding awards at March 31, 2018 $ 2,750 $ – Equity awards exercisable at March 31, 2018 320,877 $ 5.79 9.0 Aggregate intrinsic value of awards exercisable at March 31, 2018 $ – |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three months ended March 31, 2018 Risk-free interest rate 2.82 % Expected volatility 99.9 % Expected life (in years) 10 Expected dividend yield 0.0 % |
Note 13 - Earn-out Milestone 27
Note 13 - Earn-out Milestone Liability (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Changes in Earn out Milestone Liabilities [Table Text Block] | Balance at January 1, 2018 $ 12,538,525 Non-cash charge from the adjustment for the change in fair value included in net loss 270,195 Balance at March 31, 2018 $ 12,808,720 |
Schedule of Milestone Risk Adjustment Assessment [Table Text Block] | Date Risk-adjustment Assessment of each Milestone Discount Rate Estimated Time to Achieve (in years) March 31, 2018 35% to 80% 9% 1.08 to 1.25 December 31, 2017 35% to 80% 9% 1.33 to 1.50 March 31, 2017 50% to 80% 9% 1.75 to 2.25 December 31, 2016 50% to 80% 9% 2.00 to 2.50 |
Note 3 - Financial Condition 28
Note 3 - Financial Condition and Business Plan (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (266,258,883) | $ (261,781,888) |
Cash, Investment Securities and Interest Receivable | 20,800,000 | |
Aggregate Offering Price, Additions | $ 12,200,000 |
Note 5 - Net Loss Per Common 29
Note 5 - Net Loss Per Common Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Number of Shares of Common Stock Issuable Upon Exercise of Warrants and Equity Awards | 3,655,643 | 2,684,841 |
Note 6 - Fair Value of Financ30
Note 6 - Fair Value of Financial Instruments (Details Textual) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale, Current, Total | $ 18,411,162 | $ 12,724,020 |
Note 6 - Fair Value of Financ31
Note 6 - Fair Value of Financial Instruments- Summary of Cost, Fair Value and Maturities of Short-term Investments (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Cost | $ 18,444,576 | $ 12,734,184 |
Investment securities – available for sale, at fair value | 18,411,162 | 12,724,020 |
Within 3 months, cost | 4,996,672 | |
Within 3 months, fair value | 4,993,850 | |
Between 3-12 months, cost | 13,447,904 | 12,734,184 |
Between 3-12 months, fair value | 13,417,312 | 12,724,020 |
Total, cost | 18,444,576 | 12,734,184 |
Total, fair value | 18,411,162 | 12,724,020 |
Certificates of Deposit [Member] | ||
Cost | 1,714,375 | |
Investment securities – available for sale, at fair value | 1,713,833 | |
Total, cost | 1,714,375 | |
Corporate Debt Securities [Member] | ||
Cost | 16,730,201 | 12,734,184 |
Investment securities – available for sale, at fair value | 16,697,329 | 12,724,020 |
Total, cost | $ 16,730,201 | $ 12,734,184 |
Note 6 - Fair Value of Financ32
Note 6 - Fair Value of Financial Instruments - Summary of Investment Income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Interest and dividends accrued and paid | $ 69,289 | $ 1,991 |
Realized gains | 4,435 | |
Investment income | $ 73,724 | $ 1,991 |
Note 6 - Fair Value of Financ33
Note 6 - Fair Value of Financial Instruments - Unrealized Losses (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Less than 12 months, unrealized gains, fair value | $ 2,239,849 | $ 748,148 |
Less than 12 months, unrealized gains | 1,463 | 570 |
Less than 12 months, unrealized losses, fair value | 16,171,313 | 11,975,872 |
Less than 12 months, unrealized losses | (35,877) | (10,734) |
Investment securities – available for sale, at fair value | 18,411,162 | 12,724,020 |
Unrealized gains (losses) | $ (34,414) | $ (10,164) |
Note 7 - Fair Value of Measur34
Note 7 - Fair Value of Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers into Level 3 | $ 0 | $ 0 |
Note 7 - Fair Value of Measur35
Note 7 - Fair Value of Measurements - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Investment securities, available for sale | $ 18,411,162 | $ 12,724,020 |
Earn-out milestone liability (Note 13) | 12,808,720 | 12,538,525 |
Fair Value, Measurements, Recurring [Member] | ||
Investment securities, available for sale | 18,411,162 | 12,724,020 |
Earn-out milestone liability (Note 13) | 12,808,720 | 12,538,525 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment securities, available for sale | 18,411,162 | 12,724,020 |
Earn-out milestone liability (Note 13) | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment securities, available for sale | ||
Earn-out milestone liability (Note 13) | $ 12,808,720 | $ 12,538,525 |
Note 8 - Acquisition of EGEN 36
Note 8 - Acquisition of EGEN Assets (Details Textual) - USD ($) | Jun. 16, 2017 | Jun. 20, 2014 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 |
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||||
Finite-Lived Intangible Assets, Net, Ending Balance | $ 738,779 | $ 795,608 | ||||||
Noncompete Agreements [Member] | ||||||||
Amortization of Intangible Assets, Total | 56,829 | $ 56,829 | ||||||
Finite-Lived Intangible Assets, Net, Ending Balance | 738,779 | 795,608 | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 852,435 | 795,606 | ||||||
Indefinite-lived in Process Research and Development [Member] | ||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 1,400,000 | |||||||
EGEN Inc [Member] | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 30,400,000 | 24,400,000 | ||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 193,728 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 47,862 | |||||||
Goodwill, Acquired During Period | $ 2,000,000 | |||||||
EGEN Inc [Member] | Noncompete Agreements [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||||
Finite-lived Intangible Assets Acquired | $ 1,600,000 | |||||||
EGEN Inc [Member] | Indefinite-lived in Process Research and Development [Member] | ||||||||
Indefinite-lived Intangible Assets Acquired | 24,200,000 | $ 6,900,000 | $ 9,400,000 | |||||
Asset Impairment Charges, Total | $ 2,500,000 | |||||||
EGEN Inc [Member] | Ovarian Cancer Study Milestone [Member] | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 12,400,000 | |||||||
EGEN Inc [Member] | Glioblastoma Multiforme Brain Cancer Study Milestone [Member] | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 12,000,000 | |||||||
EGEN Inc [Member] | Maximum [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 44,400,000 |
Note 8 - Acquisition of EGEN 37
Note 8 - Acquisition of EGEN Assets - Fair Values of Acquired Assets and Liabilities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 1,976,101 | $ 1,976,101 |
EGEN Inc [Member] | ||
Property and equipment, net | 35,000 | |
In-process research and development | 24,211,000 | |
Other Intangible assets (Covenant not to compete) | 1,591,000 | |
Goodwill | 1,976,000 | |
Total assets: | 27,813,000 | |
Accounts payable and accrued liabilities | (235,000) | |
Net assets acquired | $ 27,578,000 |
Note 9 - Accrued Liabilities -
Note 9 - Accrued Liabilities - Other Accrued Liabilities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Amounts due to contract research organizations and other contractual agreements | $ 837,955 | $ 665,373 |
Accrued payroll and related benefits | 550,143 | 1,258,265 |
Accrued professional fees | 308,748 | 264,668 |
Other | 20,021 | 94,521 |
Total | $ 1,716,867 | $ 2,282,827 |
Note 10 - Note Payable (Details
Note 10 - Note Payable (Details Textual) - USD ($) | Jun. 10, 2014 | Jun. 20, 2014 | Nov. 30, 2013 | Mar. 31, 2017 | Jun. 10, 2014 | Dec. 15, 2016 | Mar. 31, 2018 | Dec. 17, 2015 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 26, 2017 | Jun. 09, 2017 | Jun. 30, 2015 | Nov. 25, 2013 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.29 | $ 5.29 | $ 5.29 | $ 1.65 | $ 2.70 | |||||||||
Hercules Warrant [Member] | ||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 476,261 | $ 476,261 | ||||||||||||
EGEN Inc [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||||||||||
Hercules Credit Agreement [Member] | ||||||||||||||
Repayments of Lines of Credit | $ 4,000,000 | |||||||||||||
Interest Expense, Debt, Total | $ 44,655 | |||||||||||||
Amortization of Debt Issuance Costs | $ 17,685 | |||||||||||||
Hercules Credit Agreement [Member] | Hercules Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 50.26 | |||||||||||||
Line of Credit Facility Original Loan Fee Percent | 3.50% | |||||||||||||
Debt Issuance Costs, Gross | $ 350,000 | |||||||||||||
Hercules Credit Agreement [Member] | EGEN Inc [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | 3,000,000 | |||||||||||||
Hercules [Member] | ||||||||||||||
Repayments of Lines of Credit | $ 5,000,000 | |||||||||||||
Hercules [Member] | Hercules Credit Agreement [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 20,000,000 | |||||||||||||
Proceeds from Lines of Credit, Total | 5,000,000 | $ 10,000,000 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 11.50% | 11.75% | 11.25% | |||||||||||
Amortization Period for Principal and Interest | 2 years 180 days | |||||||||||||
Debt Issuance Costs, Net, Total | 122,378 | |||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 230,000 | |||||||||||||
Hercules [Member] | Hercules Credit Agreement [Member] | First Fifty Percent [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 6,963 | 6,963 | ||||||||||||
Hercules [Member] | Hercules Credit Agreement [Member] | Second Fifty Percent [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 6,963 |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity (Details Textual) | Oct. 31, 2017USD ($) | Oct. 27, 2017$ / sharesshares | Oct. 04, 2017USD ($)$ / sharesshares | Jul. 06, 2017USD ($)$ / sharesshares | Jun. 26, 2017USD ($)$ / sharesshares | Jun. 09, 2017USD ($)$ / sharesshares | May 26, 2017shares | Feb. 14, 2017USD ($)$ / sharesshares | Oct. 02, 2015USD ($) | Feb. 01, 2013USD ($) | Sep. 30, 2015USD ($) | Feb. 25, 2013USD ($) | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | May 25, 2017shares | May 16, 2017shares | May 15, 2017shares | Jun. 30, 2016shares | May 31, 2016shares | May 27, 2015$ / sharesshares | Jan. 15, 2014$ / sharesshares | Feb. 22, 2013$ / sharesshares |
Shelf Registration Statement Amount | $ | $ 75,000,000 | |||||||||||||||||||||||||||
Common Stock, Shares Authorized | 112,500,000 | 112,500,000 | 112,500,000 | 112,500,000 | 112,500,000 | 112,500,000 | 112,500,000 | 75,000,000 | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||
Aggregate of Common and Preferred Stock, Shares Authorized | 112,600,000 | |||||||||||||||||||||||||||
Common Stock, Shares, Outstanding, Ending Balance | 4,070,172 | 17,740,035 | 17,276,965 | 17,276,965 | 17,740,035 | 17,276,965 | 17,740,035 | 56,982,418 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 597,241 | 703,442 | 703,442 | 597,241 | 703,442 | 597,241 | 200,000 | 2,400,000 | ||||||||||||||||||||
Class of Warrant or Right, Outstanding | 3,058,402 | 3,058,402 | 3,058,402 | 3,058,402 | 3,058,402 | 3,058,402 | 2,400,000 | 33,500,000 | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 506,627 | 790,410 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.65 | $ 2.70 | $ 5.29 | $ 5.29 | $ 5.29 | $ 5.29 | $ 5.29 | $ 5.29 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 1,300,000 | |||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 138,563 | $ 800,000 | $ 2,100,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Weighted Average Remaining Contractual Term | 3 years 109 days | 3 years 109 days | ||||||||||||||||||||||||||
Aggregate Offering Price, Additions | $ | $ 12,200,000 | |||||||||||||||||||||||||||
Aggregate Offering Price, Remaining Amount | $ | $ 12,200,000 | |||||||||||||||||||||||||||
2013 Warrants, 2014 Warrants, and June 2016 Warrants [Member] | ||||||||||||||||||||||||||||
Increase (Decrease) in Fair Value of Warrants | $ | $ 200,000 | |||||||||||||||||||||||||||
2015 Warrants [Member] | ||||||||||||||||||||||||||||
Increase (Decrease) in Fair Value of Warrants | $ | $ 100,000 | |||||||||||||||||||||||||||
October 2017 Underwritten Offering [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,640,000 | |||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,320,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Warrants Issued with Stock | 0.5 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||||||||||||
Class of Warrant or Right, Offered Price of Warrants or Rights | $ / shares | $ 2.50 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.325 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercisable Period | 180 days | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | |||||||||||||||||||||||||||
Warrants Issued, Expiration Period | 5 years | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock and Warrants | $ | $ 6,600,000 | |||||||||||||||||||||||||||
October 2017 Underwritten Offering [Member] | Additional Warrants Issued to Underwriter [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercisable Period | 180 days | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.87 | |||||||||||||||||||||||||||
Warrants Issued, Expiration Period | 5 years | |||||||||||||||||||||||||||
July 2017 Direct Offering [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,050,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4,665,000 | |||||||||||||||||||||||||||
Share Price | $ / shares | $ 2.07 | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock, Gross | $ | $ 4,243,500 | |||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 16.60 | |||||||||||||||||||||||||||
July 2017 Direct Offering [Member] | Pre-Funded Series CCC Warrants [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 385,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Offered Price of Warrants or Rights | $ / shares | $ 2.06 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |||||||||||||||||||||||||||
Beneficial Ownership Percentage Threshold | 9.99% | |||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 793,100 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period | 385,000 | |||||||||||||||||||||||||||
July 2017 Direct Offering [Member] | Series AAA Warrants [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,435,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercisable Period | 180 days | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.07 | |||||||||||||||||||||||||||
Warrants Issued, Expiration Period | 5 years 182 days | |||||||||||||||||||||||||||
July 2017 Direct Offering [Member] | Series BBB Warrants [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,435,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.75 | |||||||||||||||||||||||||||
Warrants Issued, Expiration Period | 1 year | |||||||||||||||||||||||||||
July 2017 Direct Offering [Member] | Series DDD Warrants [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,166,250 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.20 | |||||||||||||||||||||||||||
February 14, 2017 Public Offering [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,384,704 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 3.22 | |||||||||||||||||||||||||||
Maximum Beneficial Ownership of the Purchaser | 9.99% | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 5,000,000 | |||||||||||||||||||||||||||
February 14, 2017 Public Offering [Member] | Series AA Warrant [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,177,790 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.22 | |||||||||||||||||||||||||||
Class of Warrant or Right, Term | 5 years | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Exercise of Warrants | 747,254 | |||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 2,400,000 | |||||||||||||||||||||||||||
February 14, 2017 Public Offering [Member] | Pre-Funded Series BB Warrant [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 185,713 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 3.08 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.14 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Exercise of Warrants | 185,713 | |||||||||||||||||||||||||||
February 2013 Preferred Stock Offering [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 95,811 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 74.34 | |||||||||||||||||||||||||||
January 2014 Common Stock Offering [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 64,348 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 57.40 | |||||||||||||||||||||||||||
May 2015 Common Stock Offering [Member] | 2015 Warrants [Member] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 139,284 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 36.40 | |||||||||||||||||||||||||||
ATM Agreement [Member] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 457,070 | 1,784,396 | ||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 12,800,000 | |||||||||||||||||||||||||||
Aggregate Offering Price | $ | $ 25,000,000 | |||||||||||||||||||||||||||
Commission on Proceeds from ATM Shares Percent | 3.00% | |||||||||||||||||||||||||||
Legal Fees | $ | $ 50,000 | |||||||||||||||||||||||||||
Aggregate Offering Price, Additions | $ | $ 17,500,000 | |||||||||||||||||||||||||||
Reverse Stock Split [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 14 |
Note 12 - Stock-based Compens41
Note 12 - Stock-based Compensation (Details Textual) - USD ($) | 3 Months Ended | 135 Months Ended | |||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | May 16, 2017 | May 15, 2017 | Dec. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 21,164 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 597,241 | 597,241 | 703,442 | 200,000 | 2,400,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.27 | ||||||
Stock Incentive Plan 2007 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 688,531 | 688,531 | |||||
Percentage of Fair Market Value of Shares | 100.00% | 100.00% | |||||
Percentage of Outstanding Stock Determining Factor for Incentive Stock Price | 10.00% | 10.00% | |||||
Allocated Share-based Compensation Expense, Total | $ 169,508 | $ 117,466 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 400,000 | $ 400,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 328 days | ||||||
Stock Incentive Plan 2007 [Member] | Minimum [Member] | |||||||
Percentage of Fair Market Value of Shares | 110.00% | 110.00% | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 705,893 | 705,893 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 597,241 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 102,652 | 102,652 |
Note 12 - Stock-based Compens42
Note 12 - Stock-based Compensation - Stock Option and Restricted Stock (Details) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Equity awards outstanding, options (in shares) | shares | 703,442 |
Equity awards outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 10.34 |
Equity awards granted, options (in shares) | shares | 7,500 |
Equity awards granted, weighted average exercise price (in dollars per share) | $ / shares | $ 2.52 |
Equity awards, vested and issued restricted stock (in shares) | shares | (6,000) |
Vested and issued (in dollars per share) | $ / shares | $ 2.64 |
Equity awards forfeited, cancelled or expired, options (in shares) | shares | (113,701) |
Equity awards forfeited, cancelled or expired, weighted average exercise price (in dollars per share) | $ / shares | $ 40.23 |
Equity awards outstanding, options (in shares) | shares | 597,241 |
Equity awards outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4.48 |
Equity awards outstanding, contractual term (Year) | 9 years 36 days |
Equity awards outstanding, intrinsic value | $ | $ 2,750 |
Equity awards exercisable, options (in shares) | shares | 320,877 |
Equity awards exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 5.79 |
Equity awards exercisable, contractual term (Year) | 9 years |
Aggregate intrinsic value of awards exercisable, options | $ | |
Restricted Stock [Member] | |
Equity awards outstanding, non-vested restricted stock (in shares) | shares | |
Equity awards outstanding, non-vested restricted stock weighted average grant date fair value (in dollars per share) | $ / shares | |
Equity awards granted, non-vested restricted stock (in shares) | shares | 6,000 |
Equity awards granted, non-vested restricted stock weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.64 |
Equity awards forfeited, cancelled or expired, non-vested restricted stock (in shares) | shares | |
Equity awards forfeited, cancelled or expired, non-vested restricted stock weighted average grant date fair value (in dollars per share) | $ / shares | |
Equity awards outstanding, non-vested restricted stock (in shares) | shares | |
Equity awards outstanding, non-vested restricted stock weighted average grant date fair value (in dollars per share) | $ / shares | |
Aggregate intrinsic value of outstanding awards, non-vested restricted stock | $ |
Note 12 - Stock-based Compens43
Note 12 - Stock-based Compensation - Fair Value of Option Assumptions (Details) - Employee Stock Option [Member] - Minimum [Member] | 3 Months Ended |
Mar. 31, 2018 | |
Risk-free interest rate | 2.82% |
Expected volatility | 99.90% |
Expected life (Year) | 10 years |
Expected dividend yield | 0.00% |
Note 13 - Earn-out Milestone 44
Note 13 - Earn-out Milestone Liability (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||
Jun. 20, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Gain (Loss) from Change in Fair Value of Earn out Milestone Liability | $ 270,195 | |||||
Minimum [Member] | ||||||
Risk Adjusted Assessment of Each Milestone | 35.00% | 50.00% | 35.00% | 50.00% | 35.00% | |
Estimated Time to Achieve the Milestone | 1 year 29 days | 1 year 273 days | 1 year 120 days | 2 years | ||
Maximum [Member] | ||||||
Risk Adjusted Assessment of Each Milestone | 80.00% | 80.00% | 80.00% | 80.00% | 80.00% | |
Estimated Time to Achieve the Milestone | 1 year 91 days | 2 years 91 days | 1 year 182 days | 2 years 182 days | ||
EGEN Inc [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 30,400,000 | $ 24,400,000 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 13,900,000 | $ 12,800,000 | $ 13,500,000 | $ 12,500,000 | $ 13,200,000 | |
Gain (Loss) from Change in Fair Value of Earn out Milestone Liability | $ 283,751 | $ 270,195 | ||||
EGEN Inc [Member] | Minimum [Member] | ||||||
Risk Adjusted Assessment of Each Milestone | 10.00% | |||||
Estimated Time to Achieve the Milestone | 1 year 182 days | |||||
EGEN Inc [Member] | Maximum [Member] | ||||||
Risk Adjusted Assessment of Each Milestone | 67.00% | |||||
Estimated Time to Achieve the Milestone | 2 years 182 days |
Note 13 - Earn-out Milestone 45
Note 13 - Earn-out Milestone Liability - Summary of the Changes in the Earn-out Milestone Liability (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Balance | $ 12,538,525 |
Non-cash charge from the adjustment for the change in fair value included in net loss | 270,195 |
Balance | $ 12,808,720 |
Note 13 - Earn-out Milestone 46
Note 13 - Earn-out Milestone Liability - Schedule of Milestone Risk-adjustment Assessment (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Measurement Input, Discount Rate [Member] | ||||
Discount rate | 9 | 9 | 9 | 9 |
Minimum [Member] | ||||
Risk-adjustment assessment | 35.00% | 50.00% | 35.00% | 50.00% |
Estimated time to achieve (Year) | 1 year 29 days | 1 year 273 days | 1 year 120 days | 2 years |
Maximum [Member] | ||||
Risk-adjustment assessment | 80.00% | 80.00% | 80.00% | 80.00% |
Estimated time to achieve (Year) | 1 year 91 days | 2 years 91 days | 1 year 182 days | 2 years 182 days |
Note 14 - Contingent Liabilit47
Note 14 - Contingent Liabilities and Commitments (Details Textual) | 1 Months Ended | ||||||
Jan. 31, 2018USD ($)ft² | Apr. 30, 2017USD ($)ft² | Apr. 30, 2012USD ($) | Jul. 31, 2011ft² | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2014ft² | |
Contractual Obligation, Total | $ 837,955 | $ 665,373 | |||||
Standby Letters of Credit [Member] | |||||||
Contractual Obligation Reduction Nineteen Months from Initial Term | $ 50,000 | ||||||
Contractual Obligation Remaining | 100,000 | ||||||
Lawrenceville New Jersey [Member] | |||||||
Area of Real Estate Property | ft² | 7,565 | 10,870 | 11,500 | ||||
Lessee, Operating Lease, Term of Contract | 5 years 120 days | 5 years 180 days | |||||
Number of Months in Which Free Rent Is Provided | 120 days | 180 days | |||||
Payments for Rent | 23,000 | ||||||
Operating Leases, Monthly Rent Payment in First Year | $ 18,900 | ||||||
Operating Leases, Monthly Rent Payment in Final Year | $ 20,500 | ||||||
Lawrenceville New Jersey [Member] | Standby Letters of Credit [Member] | |||||||
Contractual Obligation, Total | $ 250,000 | ||||||
Premises Located in Huntsville Alabama [Member] | |||||||
Area of Real Estate Property | ft² | 9,049 | ||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||
Operating Leases, Monthly Rent Payment | $ 18,100 |
Note 15 - Technology Developm48
Note 15 - Technology Development and Licensing Agreements (Details Textual) - USD ($) $ in Millions | Jan. 18, 2013 | Mar. 31, 2013 |
Deferred Revenue | $ 5 | |
Deferred Revenue Amortization Period | 10 years | |
Hisun [Member] | ||
Proceeds from License Fees Received | $ 5 |