Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 24, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Celsion CORP | ||
Entity Central Index Key | 0000749647 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 38,200,000 | ||
Entity Common Stock, Shares Outstanding | 29,257,101 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,875,273 | $ 13,353,543 |
Investment in debt securities - available for sale, at fair value | 7,985,886 | 14,257,998 |
Accrued interest receivable on investment securities | 21,369 | 68,309 |
Advances and deposits on clinical programs and other current assets | 1,352,670 | 451,293 |
Total current assets | 16,235,198 | 28,131,143 |
Property and equipment (at cost, less accumulated depreciation and amortization) | 405,363 | 184,627 |
Other assets: | ||
Deferred income tax asset | 1,819,324 | |
In-process research and development, net | 15,736,491 | 15,736,491 |
Goodwill | 1,976,101 | 1,976,101 |
Operating lease right-of-use assets, net | 1,431,640 | |
Other intangible assets, net | 340,976 | 568,292 |
Deposits and other assets | 333,274 | 258,933 |
Total other assets | 21,637,806 | 18,539,817 |
Total assets | 38,278,367 | 46,855,587 |
Current liabilities: | ||
Accounts payable - trade | 2,862,949 | 3,020,638 |
Other accrued liabilities | 2,303,547 | 2,585,898 |
Notes payable - current portion, net of deferred financing costs | 1,840,228 | |
Operating lease liability - current portion | 387,733 | |
Deferred revenue - current portion | 500,000 | 500,000 |
Total current liabilities | 7,894,457 | 6,106,536 |
Earn-out milestone liability | 5,717,709 | 8,907,664 |
Note Payable, net of deferred financing costs | 7,963,449 | 9,417,037 |
Operating lease liability - non-current portion | 1,143,717 | |
Deferred revenue - non-current portion | 1,000,000 | 1,500,000 |
Other liabilities - non-current | 63,278 | |
Total liabilities | 23,719,332 | 25,994,515 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at December 31, 2019 and 2018) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 23,256,152 and 18,832,168 shares issued at December 31, 2019 and 2018, respectively, and 23,255,818 and 18,831,834 shares outstanding at December 31, 2019 and 2018, respectively) | 232,562 | 188,322 |
Additional paid-in capital | 304,885,663 | 294,393,313 |
Accumulated other comprehensive gain | 42,778 | 29,872 |
Accumulated deficit | (290,516,780) | (273,665,247) |
Total stockholders' equity before treasury stock | 14,644,223 | 20,946,260 |
Treasury stock, at cost (334 shares at December 31, 2019 and 2018) | (85,188) | (85,188) |
Total stockholders' equity | 14,559,035 | 20,861,072 |
Total liabilities and stockholders' equity | $ 38,278,367 | $ 46,855,587 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 23,256,152 | 18,832,168 |
Common stock, shares outstanding | 23,255,818 | 18,831,834 |
Treasury stock, shares | 334 | 334 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Technology development and licensing revenue | $ 500,000 | $ 500,000 |
Operating expenses: | ||
Research and development | 13,065,309 | 11,865,523 |
General and administrative | 8,000,164 | 9,699,521 |
Total operating expenses | 21,065,473 | 21,565,044 |
Loss from operations | (20,565,473) | (21,065,044) |
Other income (expense): | ||
Gain from change in earn-out milestone liability | 3,189,955 | 3,630,861 |
Fair value of warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments | (400,000) | |
Impairment of in-process research and development | (4,510,000) | |
Investment income, net | 500,882 | 353,682 |
Interest expense | (1,393,400) | (712,025) |
Other income | 29 | 52 |
Total other income (expense) | 1,897,466 | (1,237,430) |
Net loss before income tax benefit | (18,668,007) | (22,302,474) |
Income tax benefit | 1,816,474 | 10,419,115 |
Net loss | $ (16,851,533) | $ (11,883,359) |
Net loss per common share - basic and diluted | $ (0.77) | $ (0.68) |
Weighted average common shares outstanding - basic and diluted | 21,832,932 | 17,582,879 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (16,851,533) | $ (11,883,359) |
Changes in: | ||
Realized (gain) loss on investment securities recognized in investment income, net | (57,895) | 10,164 |
Unrealized gain (loss) on investment securities | 70,801 | 29,872 |
Other comprehensive income (loss) | 12,906 | 40,036 |
Comprehensive loss | $ (16,838,627) | $ (11,843,323) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (16,851,533) | $ (11,883,359) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 721,665 | 356,859 |
Change in fair value of earn-out milestone liability | (3,189,955) | (3,630,861) |
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments | 400,000 | |
Stock-based compensation | 2,286,388 | 4,604,415 |
Shares issues in upon vesting of stock awards | 5,350 | |
Deferred income tax asset | (1,819,324) | |
Shares issued in exchange for services | 29,841 | |
Impairment of in-process research and development | 4,510,000 | |
Amortization of deferred finance charges and debt discount associated with note payable | 386,640 | 199,153 |
Change in deferred rent liability | (8,432) | |
Net changes in: | ||
Interest receivable on investments | 46,940 | (13,869) |
Advances and deposits on clinical programs and other current assets | (901,377) | (362,107) |
Other assets | (74,341) | (250,172) |
Accounts payable - trade | (157,689) | (396,225) |
Deferred revenue | (500,000) | (500,000) |
Other accrued liabilities | (611,746) | 303,071 |
Net cash used in operating activities | (20,258,982) | (7,041,686) |
Cash flows from investing activities: | ||
Purchases of investment in debt securities | (23,829,982) | (16,973,942) |
Proceeds from sale and maturity of investment in debt securities | 30,115,000 | 15,480,000 |
Purchases of property and equipment | (349,158) | (138,399) |
Net cash provided by (used in) investing activities | 5,935,860 | (1,632,341) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock equity, net of issuance costs | 7,844,852 | 858,515 |
Proceeds from note payable, net of issuance costs | 9,725,000 | |
Net cash provided by financing activities | 7,844,852 | 10,583,515 |
(Decrease) Increase in cash and cash equivalents | (6,478,270) | 1,909,488 |
Cash and cash equivalents at beginning of period | 13,353,543 | 11,444,055 |
Cash and cash equivalents at end of period | 6,875,273 | 13,353,543 |
Cash (paid for) received from: | ||
Interest | (760,615) | (512,872) |
Income tax benefit | 10,419,115 | |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from lease payments | 485,848 | |
Non-cash financing and investing activities | ||
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments | 400,000 | |
Fair value of common stock issued as equity issuance costs and charged against paid in capital | 450,000 | |
Fair value of warrants issued in connection with the debt facility | 507,116 | |
Fair value of stock issued in exchange for cancelation of warrants | 8,207 | |
Right of use assets obtained in exchange for lease liabilities | ||
Operating leases | 1,797,561 | |
Realized and unrealized gains and losses, net, on investment in debt securities | $ 12,906 | $ 40,036 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 172,772 | $ 288,408,976 | $ (85,188) | $ (10,164) | $ (261,781,888) | $ 26,704,508 |
Balance, shares at Dec. 31, 2017 | 17,276,965 | 334 | ||||
Net loss | (11,883,359) | (11,883,359) | ||||
Sale of equity through ATM and common stock purchase agreement | $ 5,572 | 983,528 | 989,100 | |||
Sale of equity through ATM and common stock purchase agreement, shares | 557,070 | |||||
Common stock issuance in exchange for cancellation of common stock warrants | $ 8,207 | (138,792) | (130,585) | |||
Common stock issuance in exchange for cancellation of common stock warrants, shares | 820,714 | |||||
Common stock and warrants to purchase common stock issued in connection with equity and debt facilities | $ 1,648 | 505,468 | 507,116 | |||
Common stock and warrants to purchase common stock issued in connection with equity and debt facilities, shares | 164,835 | |||||
Realized and unrealized gains and losses, net, on investments securities | 40,036 | 40,036 | ||||
Stock-based compensation expense | 4,604,415 | 4,604,415 | ||||
Issuance of restricted stock | $ 123 | 29,718 | 29,841 | |||
Issuance of restricted stock, shares | 12,250 | |||||
Balance at Dec. 31, 2018 | $ 188,322 | 294,393,313 | $ (85,188) | 29,872 | (273,665,247) | 20,861,072 |
Balance, shares at Dec. 31, 2018 | 18,831,834 | 334 | ||||
Net loss | (16,851,533) | (16,851,533) | ||||
Realized and unrealized gains and losses, net, on investments securities | 12,906 | 12,906 | ||||
Stock-based compensation expense | 2,286,388 | 2,286,388 | ||||
Issuance of restricted stock | $ 380 | 4,970 | 5,350 | |||
Issuance of restricted stock, shares | 38,000 | |||||
Sale of equity through equity financing facilities | $ 43,860 | 7,800,992 | 7,844,852 | |||
Sale of equity through equity financing facilities, shares | 4,385,984 | |||||
Common stock warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments | 400,000 | 400,000 | ||||
Balance at Dec. 31, 2019 | $ 232,562 | $ 304,885,663 | $ (85,188) | $ 42,778 | $ (290,516,780) | $ 14,559,035 |
Balance, shares at Dec. 31, 2019 | 23,255,818 | 334 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Celsion Corporation (“Celsion” and the “Company”) is an integrated development clinical stage oncology drug company focused on advancing innovative cancer treatments, including directed chemotherapies, DNA-mediated immunotherapy and RNA-based therapies. Our lead product candidate is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in a Phase III clinical trial for the treatment of primary liver cancer (the “OPTIMA Study”). Second in our product pipeline is GEN-1, a DNA-mediated immunotherapy for the localized treatment of ovarian cancer. These investigational products are based on platform technologies that provide the basis for future development of a range of therapeutics, largely focused on difficult-to-treat forms of cancer. The first platform technology is Lysolipid Thermally Sensitive Liposomes, a heat sensitive liposomal based dosage form that is designed to target disease with known chemotherapeutics in the presence of mild heat. The second platform technology is TheraPlas, a novel nucleic acid-based investigational candidate under development for local transfection of therapeutic DNA plasmids. Employing these technologies, we are working to develop and commercialize more efficient, effective and targeted oncology therapies that maximize efficacy while minimizing side effects common to cancer treatments. Basis of Presentation The accompanying consolidated financial statements of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and include the accounts of the Company and CLSN Laboratories, Inc. All significant intercompany balances and transactions have been eliminated. 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 these estimates. Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of these consolidated financial statements have been evaluated for their possible impact on the financial statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the financial statements other than those arising in the ordinary course of business. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the earn-out milestone liabilities, estimates for contingent liabilities, if any, and accounting for valuation of in-process research and development assets. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Significant estimates in these financials are the valuation of options granted and valuation methods used to determine the recoverability of goodwill and other intangible assets. Revenue Recognition On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all related amendments (the “new revenue standard”) to all contracts with customers using the modified retrospective method. The adoption of the new revenue standard had no impact on retained earnings as of December 31, 2017 and, accordingly, no cumulative adjustment was required. We do not expect the new revenue standard to have a significant impact on our net income on an ongoing basis. The Company’s sole revenue stream is related to the Hisun agreement described in Note 16. There were no accounts receivable as of December 31, 2019 or 2018. Contract liabilities from the Hisun agreement amounted to $1,500,000, $2,000,000 and $2,500,000 at December 31, 2019, 2018and 2017, respectively. Contract liabilities values represent the value of cash received before the services were provided. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. Fair Value of Investment in Debt Securities The carrying values of investment securities approximate their respective fair values. Short Term Investments The Company classifies its investments in debt securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (ASC) 320, Investments - Debt and Equity Securities. Available-for-sale securities consist of debt securities not classified as trading securities or as securities to be held to maturity. The Company has classified all of its investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive gain or loss in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. The Company’s short-term investments consist of corporate bonds. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $128,500 and $130,000 for the years ended December 31, 2019 and 2018, respectively. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. In-Process Research and Development, Other Intangible Assets and Goodwill During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 5, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of its long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. Comprehensive Income (Loss) Accounting Standards Codification (“ASC”) 220, Comprehensive Income 220 Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. Net Loss Per Common Share Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2019 and 2018, the total number of shares of common stock issuable upon exercise of warrants and equity awards is 4,766,990 and 4,764,405 respectively. Warrants with an exercise price of $0.01 (as more fully described in Note 13 of these financial statements) exercisable for 200,000 shares of common stock were considered issued in calculating basic loss per share. For the year ended December 31, 2019 and 2018, diluted loss per common share is the same as basic loss per common share as all options and all other warrants that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted earnings attributable to common stockholders per common share as their effect would be anti-dilutive. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC 740, Income Taxes, As more fully discussed in Note 9, the Company received approval from the New Jersey Economic Development Authority to sell $1.9 million of its New Jersey net operating losses recognizing a tax benefit for the year ended December 31, 2019 for the net proceeds (approximately $1.8 million) by reducing the deferred income tax valuation allowance. In early 2020, the Company entered into an agreement to sell these net operating losses and expects to receive net proceeds of approximately $1.8 million in the second quarter of 2020. In 2018, the Company completed the sale of a portion of its New Jersey net operating losses for 2011 - 2017 totaling approximately $11.1 for net proceeds of approximately $10.4 million in December 2018. The proceeds of $10.4 million were reflected as a tax benefit for the year ended December 31, 2018. Stock-Based Compensation In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation, which simplifies various aspects of accounting for share-based payments. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification on the statements of cash flows. The Company recognizes the effect of forfeitures in compensation cost when they occur. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the 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 have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” - Topic 842 (ASC Topic 842), which requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update became effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. The FASB subsequently issued the following amendments to ASC Topic 842, which have the same effective date and transition date of January 1, 2019: ● ASU No. 2018-10, Codification Improvements to Topic 842, Leases ● ASU No. 2018-11, Leases (Topic 842): Targeted Improvements We adopted Topic ASC 842 effective January 1, 2019 and elected to apply the available practical expedients and implement internal controls to enable the preparation of financial information on adoption. We identified two of our leases consisting of the New Jersey corporate office lease and the Alabama lab facility lease as being subject to Topic ASC 842. The adoption of this standard resulted in the recognition of right-of-use assets of approximately $1.4 million, related operating lease liabilities of $1.5 million and reduced other liabilities by approximately $0.1 million on the consolidated balance sheets as of January 1, 2019 with no material impact to the opening balance of retained earnings. See Note 15 for further discussions regarding the adoption of ASC Topic 842. In June 2016, the FASB issued Accounting Standard Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which modifies the measurement of expected credit losses on certain financial instruments. The Company expects to adopt ASU 2016-13 in its first quarter of 2021 utilizing the modified retrospective transition method. Based on the composition of the Company’s investment portfolio and current market conditions, the adoption of ASU 2016-13 is not expected to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. |
Financial Condition
Financial Condition | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Condition | 2. FINANCIAL CONDITION 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 U.S. Food and Drug Administration. We have not generated significant revenue and have incurred significant net losses in each year since our inception. We have incurred approximately $291 million of cumulated net losses. As of December 31, 2019, we had approximately $16.7 million in cash, investment securities, interest receivable and deferred income tax asset. We have substantial future capital requirements to continue our research and development activities and advance our product candidates through various development stages. The Company believes these expenditures are essential for the commercialization of its technologies. 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, manufacture, and market and sell its new product candidates. There can be no assurance that the Company will be able to commercialize its technology successfully or that profitability will ever be achieved. The operating results of the Company have fluctuated significantly in the past. We have substantial future capital requirements associated with our continued research and development activities and to advance our product candidates through various stages of development. The Company believes these expenditures are essential for the commercialization of its technologies. In January 2020, the World Health Organization (WHO) declared an outbreak of coronavirus, COVID-19, to be a “Public Health Emergency of International Concern,” and the U.S. Department of Health and Human Services declared a public health emergency to aid the U.S. healthcare community in responding to COVID-19. This virus continues to spread globally and, as of late March 2020, has spread to over 100 countries, including the United States. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. The disruptions caused by COVID-19 may also disrupt the clinical trials process and enrollment of patients. This may delay commercialization efforts. The Company is currently monitoring its operating activities in light of these events and it is reasonably possible that the virus could have a negative effect on the Company’s financial condition and results of operations, the specific impact is not readily determinable as of the date of these financial statements. 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 prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. Potential sources of financing include strategic relationships, public or private sales of the Company’s shares or debt, the additional sales from the sale of its State of New Jersey net operating losses in the future and other sources. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of existing stockholders may be diluted. During 2019 and 2018, the Company submitted an application to sell a portion of the Company’s New Jersey NOLs as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other companies. As more fully discussed in Note 9, the Company received approval from the New Jersey Economic Development Authority to sell $1.9 million of its New Jersey net operating losses recognizing a tax benefit for the year ended December 31, 2019 for the net proceeds (approximately $1.8 million) by reducing the deferred income tax valuation allowance. In early 2020, the Company entered into an agreement to sell these net operating losses and expects to receive net proceeds of approximately $1.8 million in the second quarter of 2020. In 2018, the Company completed the sale of a portion of its New Jersey net operating losses for 2011 - 2017 totaling approximately $11.1 for net proceeds of approximately $10.4 million in December 2018. The proceeds of $10.4 million were reflected as a tax benefit for the year ended December 31, 2018. The Company has approximately $2.1 million in future tax benefits remaining under the NOL Program for future years. With $16.7 million in cash, investment securities, interest receivable and deferred income tax asset at December 31, 2019, as well as the $6.4 million raised in equity financings so far in 2020 (Note 10), the Company believes it has sufficient capital resources to fund its operations and financial commitments thru mid-2021. The Company will be required to obtain additional funding to continue development of its current product candidates within the anticipated time periods, if at all, and to continue to fund operations. As more fully discussed in Note 10, the Company has approximately $15 million available for future sale of equity securities under the common stock sales agreement with JonesTrading International Services LLC. |
Investments in Debt Securities
Investments in Debt Securities Available For Sale | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt Securities Available For Sale | 3. INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE Investments in debt securities available for sale of $7,985,886 and $14,257,998 as of December 31, 2019 and 2018, respectively, consist of corporate debt securities. These investments are valued at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity in accumulated other comprehensive loss. Investments in debt 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 intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: December 31, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investments Corporate debt securities $ 7,943,108 $ 7,985,886 $ 14,228,126 $ 14,257,998 Total $ 7,943,108 $ 7,985,886 $ 14,228,126 $ 14,257,998 December 31, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 7,943,108 $ 7,985,886 $ 5,383,488 $ 5,393,743 Between 3-12 months - - 8,844,638 8,864,255 Total $ 7,943,108 $ 7,985,886 $ 14,228,126 $ 14,257,998 The following table shows the Company’s investment in debt securities available for sale gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2019 and 2018. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. December 31, 2019 December 31, 2018 Available for sale securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 7,985,886 $ 42,778 $ 7,515,676 $ 38,068 Investments in debt securities with unrealized losses - - 6,742,322 (8,196 ) Total $ 7,985,886 $ 42,778 $ 14,257,998 $ 29,872 Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: 2019 2018 Interest and dividends accrued and paid $ 442,987 $ 363,846 Realized gains (losses) 57,895 (10,164 ) Investment income net $ 500,882 $ 353,682 |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | 4. FAIR VALUES OF FINANCIAL INSTRUMENTS FASB Accounting Standards Codification (ASC) Section 820 “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows: Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date; Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability. Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the condensed consolidated balance sheet at their approximate estimated fair values primarily due to their short-term nature. The fair values of securities available for sale is determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items in both 2019 and 2018. There were no transfers of assets or liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 during the year ended December 31, 2019 or 2018. The changes in Level 3 liabilities were the result of changes in the fair value of the earn-out milestone liability included in earnings and in-process R&D. The earnout milestone liability is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 12). The in-process R&D – GBM is valued using a multi-period excess earnings method (see note 5). 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 December 31, 2019 Corporate debt securities, available for sale $ 7,985,886 $ ─ $ 7,985,886 $ ─ Recurring items as of December 31, 2018 Corporate debt securities, available for sale $ 14,257,998 $ ─ $ 14,257,998 $ ─ Liabilities: Recurring items as of December 31, 2019 Earn-out milestone liability (Note 13) $ 5,717,709 $ ─ $ ─ $ 5,717,709 Recurring items as of December 31, 2018 Earn-out milestone liability (Note 13) $ 8,907,664 $ ─ $ ─ $ 8,907,664 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Intangible Assets | 5. INTANGIBLE ASSETS. In June 2014, we completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation, which has changed its company name to EGWU, Inc. after the closing of the acquisition (“EGEN”). We acquired all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date. Acquired In-process Research and Development 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 million as of the acquisition date. As of the closing of the acquisition, the IPR&D was considered indefinite lived intangible assets and will not be amortized. IPR&D is reviewed for impairment at least annually as of our third quarter ended September 30, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. On December 31, 2016, the Company determined one of its IPR&D assets related to its RNA delivery system was impaired and wrote off its fair value, incurring a non-cash charge of $1.4 million during 2016. During its annual assessments on September 30, 2017 and 2018, the Company determined its IPR&D asset related to its glioblastoma multiforme cancer (GBM) product candidate, originally fair valued at $9.4 million on the date of acquisition, was impaired and wrote this asset’s carrying value down to $2.4 million collectively after those two assessments, incurring non-cash charges of $2.5 million and $4.5 million during 2017 and 2018, respectively. On September 30, 2019, the Company evaluated its IPR&D of the (GBM) product candidate and concluded that it is not more likely than not that the asset is further impaired. As no other indicators of impairment existed during the fourth quarter of 2019, the Company concluded none of the other IPR&D assets were impaired at December 31, 2019. The carrying amount of the GBM) product candidate indication was $2.4 million at December 31, 2019 and 2018. At September 30, 2019 and 2018, the Company evaluated its IPR&D of the ovarian cancer indication and concluded that it is not more likely than not that the asset is impaired. As no other indicators of impairment existed during the fourth quarter of 2019, the Company concluded none of the other IPR&D assets were impaired at December 31, 2019. The carrying amount of the ovarian cancer indication was $13.3 million at December 31, 2019 and 2018. Covenants Not to Compete Pursuant to the EGEN Purchase Agreement, EGEN provided certain covenants (“Covenant Not To Compete”) to the Company whereby EGEN agreed, during the period ending on the seventh anniversary of the closing date of the acquisition on June 20, 2014, not to enter into any business, directly or indirectly, which competes with the business of the Company nor will it contact, solicit or approach any of the employees of the Company for purposes of offering employment. The Covenant Not to Compete which was valued at approximately $1.6 million at the date of the EGEN acquisition has a definitive life and is amortized on a straight-line basis over its life of 7 years. The Company recognized amortization expense of $227,316 in 2019 and 2018. The carrying value of the Covenant Not to Compete was $340,976, net of $1,250,238 accumulated amortization, as of December 31, 2019 and $568,292, net of $1,022,922 accumulated amortization as of December 31, 2018 Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete. Year Ended December 31, 2020 $ 227,316 2021 113,660 Total $ 340,976 Goodwill The purchase price exceeded the estimated fair value of the net assets acquired by approximately $2.0 million which was recorded as Goodwill. Goodwill represents the difference between the total purchase price for the net assets purchased from EGEN and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. Goodwill is reviewed for impairment at least annually as of our third quarter ended September 30 or sooner if we believe indicators of impairment exist. As of September 30, 2019, we concluded that the Company’s fair value exceeded its carrying value therefore “it is not more likely than not” that the Goodwill was impaired. As no other indicators of impairment existed during the fourth quarter of 2019, the Company concluded it is “not more likely than not” Goodwill was impaired. Following is a summary of the net fair value of the assets acquired in the EGEN acquisition for the two years ended December 31, 2019: IPR&D Goodwill Covenant Not to Compete Balance at January 1, 2018, net $ 20,246,491 $ 1,976,101 $ 795,608 Amortization - - (227,316 ) Impairment charge (4,510,000 ) - - Balance at December 31, 2018, net 15,736,491 1,976,101 568,292 Amortization - - (227,316 ) Balance at December 31, 2019, net $ 15,736,491 $ 1,976,101 $ 340,976 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Year Ended December 31, 2019 2018 Machinery and equipment (5-7 year life) $ 2,831,564 $ 2,596,170 Furniture and fixtures (3-5 year life) 327,278 267,712 Leasehold improvements (5-7 year life) 343,202 289,004 3,502,044 3,152,886 Less accumulated depreciation and amortization (3,096,681 ) (2,968,259 ) Total $ 405,363 $ 184,627 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 7 . Other accrued liabilities at December 31, 2019 and 2018 include the following: Year Ended December 31, 2019 2018 Amounts due to contract research organizations and other contractual agreements $ 475,440 $ 749,369 Accrued payroll and related benefits 1,604,541 1,592,590 Accrued professional fees 204,155 198,654 Other 19,411 45,285 Total $ 2,303,547 $ 2,585,898 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. NOTES PAYABLE Horizon Credit Agreement On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $10 million in new capital (the “Horizon Credit Agreement”). The Company drew down $10 million upon closing of the Horizon Credit Agreement on June 27, 2018. The Company will use the funding provided under the Horizon Credit Agreement for working capital and advancement of its product pipeline. The obligations under the Horizon Credit Agreement are secured by a first-priority security interest in substantially all assets of Celsion other than intellectual property assets. The obligations will bear interest at a rate calculated based on one-month LIBOR plus 7.625%. The effective interest rate at December 31, 2019 was 9.63%. Payments under the loan agreement are interest only for the first twenty-four (24) months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. At its option, the Company can prepay all of the outstanding principal balance by prepaying the outstanding principal balance and an amount equal to 1-3% of the outstanding principal balance at that time, based on the amount of time prior to the maturity date of the notes. The Horizon Credit Agreement contains customary representations, warranties and affirmative and negative covenants including, among other things, covenants that limit or restrict Celsion’s ability to grant liens, incur indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets. Upon the occurrence of an event of default under the Horizon Credit Agreement, the lenders may cease making loans, terminate the Horizon Credit Agreement, declare all amounts outstanding to be immediately due and payable and foreclose on or liquidate Celsion’s assets that comprise the lenders’ collateral. The Horizon Credit Agreement specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, a material adverse effect on Celsion or its assets, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As a fee in connection with the Horizon Credit Agreement, Celsion issued Horizon warrants exercisable for a total of 190,114 shares of Celsion’s common stock (the “Horizon Warrants”) at a per share exercise price of $2.63. The Horizon Warrants are immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. Celsion registered the Horizon Warrants on Form S-3 (File No. 333 - 227236) filed with the Securities and Exchange Commission on September 7, 2018 and declared effective on October 10, 2018. The Company valued the Horizon Warrants issued using the Black-Scholes option pricing model and recorded a total of $507,116 as a direct deduction from the debt liability consistent with the presentation of a debt discount and are being amortized as interest expense using the effective interest method over the life of the loan. In connection with the Horizon Credit Agreement, the Company incurred financing fees and expenses totaling $175,000 which are recorded and classified as debt discount. In addition, the Company paid loan origination fees of $100,000 which has been recorded and classified as debt discount. These debt discount amounts totaling $782,116 are being amortized as interest expense using the effective interest method over the life of the loan. Also, in connection with each of the Horizon Credit Agreements, the Company is required to pay an end of term charge equal to 4.0% of the original loan amount at time of maturity. Therefore, these amounts totaling $400,000 are being amortized as interest expense using the effective interest method over the life of the loan. During 2019, the Company incurred $1,006,760 in interest expense and amortized $386,640 respectively, as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. During 2018, the Company incurred $512,872 in interest expense and amortized $199,153 respectively, as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. Following is a schedule of future principle payments, net of unamortized debt discounts and amortized end of term charges, due on the Horizon Credit Agreement: For the year ending December 31, 2020 $ 2,083,334 2021 4,583,333 2022 3,333,333 2023 and thereafter - Subtotal of future principle payments 10,000,000 Unamortized debt issuance costs, net (196,323 ) Total $ 9,803,677 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES On December 22, 2017, the President of the United States signed into law the Tax Reform Act. The Tax Reform Act significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a quasi-territorial tax system, providing a one -time transition toll charge on foreign earnings, creating a new limitation on the deductibility of interest expenses and modifying the limitation on officer compensation. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The income tax provision (benefit) for the years ended December 31, 2019 and 2018 consists of the following: 2019 2018 Federal Current $ - $ - Deferred - - State and Local - - Current - (10,419,115 ) Deferred (1,819,324 ) - Effective tax rate $ (1,819,324 ) (10,419,115 ) A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 12.2 36.9 Permanent differences (4.5 ) (3.8 ) Other (7.0 ) (9.4 ) Change in valuation allowance and deferred rate change, net (12.0 ) 2.0 Effective tax rate 9.7 % 46.7 % The components of the Company’s deferred tax asset as of December 31, 2019 and 2018 are as follows: December 31, 2019 2018 Net operating loss carryforwards $ 58,243,000 $ 51,498,000 Other Deferred tax assets, net 254,283 1,092,000 Subtotal 58,497,283 52,590,000 Valuation allowance (56,497,283 ) (52,590,000 ) Total deferred tax asset $ 1,819,324 $ - The evaluation of the realizability of such deferred tax assets in future periods is made based upon a variety of factors that affect the Company’s ability to generate future taxable income, such as intent and ability to sell assets and historical and projected operating performance. As of December 31, 2019, the Company has established a valuation reserve for its deferred income tax assets other than those related to its New Jersey NOLs. At December 31, 2019, after its evaluation of its New Jersey NOL’s as discussed more fully below, reduced the valuation reserve and recognized $1.8 million as a deferred tax asset. Such tax assets are available to be recognized and benefit future periods. As of December 31, 2019, the Company had net operating losses of approximately $289 million of which $247 million, if unused, will expire starting in 2023 through 2037. The Federal net operating loss generated for the year ended December 31, 2018 of approximately $25.8 million can be carried forward indefinitely. However, the deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income During 2019, 2018 and in prior years, the Company performed analyses to determine if there were changes in ownership, as defined by Section 382 of the Internal Revenue Code that would limit its ability to utilize certain net operating loss and tax credit carry forwards. The Company determined that it experienced ownership changes, as defined by Section 382, in connection with certain common stock offerings in July 2011, February 2013, June 2013, June 2015, February 2017, June 2017, October 2017 and August 2018. As a result, the utilization of the Company’s federal tax net operating loss carry forwards generated prior to the ownership changes are limited. As of December 31, 2018, the Company has net operating loss carry forwards for U.S. federal and state tax purposes of approximately $233 million, before excluding net operating losses that have been limited as a result of Section 382 limitations. The annual limitation due to Section 382 for net operating loss carry forward utilization is approximately $4.2 million per year for approximately $90 million in net operating loss carry forwards existing at the ownership change occurring in July 2011, approximately $1.4 million per year for approximately $34 million of additional net operating losses occurring from July 2011 to the ownership change that occurred in February 2013, approximately $1.5 million per year for approximately $4 million of additional net operating losses occurring from February 2013 to the ownership change that occurred in June 2013, approximately $1.6 million per year for approximately $40 million of additional net operating losses occurring from June 2013 to the ownership change that occurred in June 2015, approximately $0.3 million per year for approximately $35 million of additional net operating losses occurring from June 2015 to the ownership change that occurred in February 2017, approximately $0.3 million per year for approximately $7 million of additional net operating losses occurring from February 2017 to the ownership change that occurred in June 2017, approximately $0.8 million per year for approximately $5 million of additional net operating losses occurring from June 2017 to the ownership change that occurred in October 2017, and approximately $1.5 million per year for approximately $30 million of additional net operating losses occurring from October 2017 to the ownership change that occurred in August 2018. The utilization of these net operating loss carry forwards may be further limited if the Company experiences future ownership changes as defined in Section 382 of the Internal Revenue Code. Sale of New Jersey Net Operating Losses During 2019 and 2018, the Company received approval to sell a portion of the Company’s New Jersey NOLs as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other companies. During the first quarter of 2020, the Company entered into an agreement to sell these approved portion of these New Jersey NOL’s for $1.8 million. At December 31, 2019, the Company evaluated the valuation reserve for its tax net operating losses associated with its New Jersey NOLs and reduced the valuation reserve and recognized $1.8 million as a deferred income tax asset and an income tax benefit. The Company expects to complete the sale of these net operating losses in the second quarter of 2020. In 2018, the Company completed the sale of a portion of its New Jersey net operating losses totaling approximately $11.1 million for net proceeds of $10.4 million in December 2018. The Company has approximately $2.1 million in future tax benefits remaining under the NOL Program for future years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 10. STOCKHOLDERS’ EQUITY In September 2018, the Company filed with the SEC a $75 million shelf registration statement on Form S-3 (the 2018 Shelf Registration Statement) (File No. 333-227236) that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred stock. This shelf registration was declared effective on October 12, 2018 and will expire three years from that date. Aspire Purchase Agreement On August 31, 2018, we entered into a common stock purchase agreement (the “2018 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 24-month term of the 2018 Aspire Purchase Agreement. On October 12, 2018, the Company filed with the SEC a prospectus supplement to the 2018 Shelf Registration Statement registering all the shares of common stock that may be offered to Aspire Capital from time to time. Under the 2018 Aspire Purchase Agreement, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 100,000 shares of the Company’s common stock per business day, up to $15.0 million of the Company’s common stock in the aggregate at a per share price (the “Purchase Price”) equal to the lesser of: ● the lowest sale price of the Company’s common stock on the purchase date; or ● the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. The Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an additional 2,000,000 shares per business day. In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount equal to at least 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company’s common stock traded on its principal market on the VWAP Purchase Date. The Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. There are no trading volume requirements or restrictions under the 2018 Aspire Purchase Agreement, and the Company will control the timing and amount of sales of the Company’s common stock to Aspire Capital. Aspire Capital has no right to require any sales by the Company but is obligated to make purchases from the Company as directed by the Company in accordance with the 2018 Aspire Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the Aspire Purchase Agreement. In consideration for entering into the 2018 Aspire Purchase Agreement, concurrently with the execution of the 2018 Aspire Purchase Agreement, the Company issued to Aspire Capital 164,835 shares of the Company’s common stock (the “2018 Commitment Shares”). The Company’s policy is to record specific incremental costs directly attributable to an offering as a charge against the gross proceeds, if any, when the offering becomes effective. The 2018 Commitment Shares valued at $450,000 were recorded in September 2018 as costs of equity financing and charged against additional paid-in capital. The 2018 Aspire Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of the Company’s common stock during any time prior to the termination of the 2018 Aspire Purchase Agreement. Any proceeds from the Company receives under the 2018 Aspire Purchase Agreement are expected to be used for working capital and general corporate purposes. During 2018, the Company sold and issued an aggregate of 100,000 shares under the 2018 Aspire Purchase Agreement, receiving approximately $0.2 million. During 2019, the Company sold and issued an aggregate of 3.3 million shares under the 2018 Aspire Purchase Agreement, receiving approximately $6.3 million. As a result of the Company and Aspire Capital entering into a new purchase agreement on October 28, 2019 discussed in the next paragraph, the 2018 Aspire Purchase Agreement was terminated. On October 28, 2019, Company, entered into a new common stock purchase agreement (the “2019 Aspire Purchase Agreement”) with Aspire Capital which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock over the 24-month term of the 2019 Aspire Purchase Agreement. Concurrently with entering into the 2019 Aspire Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital (the “Registration Rights Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended (the “Securities Act”), registering the sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the 2019 Aspire Purchase Agreement. On November 8, 2019, the Company filed with the SEC a Registration Statement on Form S-1 registering all the shares of common stock that may be offered to Aspire Capital from time to time under the 2019 Aspire Purchase Agreement. The terms and conditions pursuant to the 2019 Aspire Purchase Agreement are substantially similar to the 2018 Aspire Purchase Agreement and the more significant terms are restated as follows: ● Under the terms of the 2019 Aspire Purchase Agreement, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a Purchase Notice, directing Aspire Capital to purchase up to 100,000 shares of the Company’s common stock per business day, up to $10.0 million of the Company’s common stock in the aggregate at a per share Purchase Price equal to the lesser of: ● the lowest sale price of the Company’s common stock on the purchase date; or ● the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. ● In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount of 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a VWAP Purchase Notice directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the VWAP Purchase Date, subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company’s common stock traded on its principal market on the VWAP Purchase Date. ● In consideration for entering into the 2019 Aspire Purchase Agreement, the Company issued to Aspire Capital 100,000 shares of the Company’s common stock (the “2019 Commitment Shares”). The Company’s policy is to record specific incremental costs directly attributable to an offering as a charge against the gross proceeds, if any, when the offering becomes effective. The 2019 Commitment Shares will be fair valued and recorded in October 2019 as costs of equity financing and charged against additional paid-in capital. ● All other rights, responsibilities and conditions of the 2019 Aspire Purchase Agreement remain the same as the prior agreement in 2018. During 2019, the Company sold and issued an aggregate of 0.5 million shares under the 2019 Aspire Purchase Agreement, receiving approximately $0.7 million. Subsequent to December 31, 2019 and through March 5, 2020 when the Company delivered notice to Aspire terminating the 2019 Aspire Purchase Agreement, the Company sold 1.0 million shares of common stock under the Aspire Purchase Agreement, receiving approximately $1.6 million in additional gross proceeds. Capital on Demand TM On December 4, 2018, the Company entered into a Capital on Demand TM The Company is not obligated to sell any Common Stock under the Capital on Demand Agreement and, subject to the terms and conditions of the Capital on Demand Agreement, JonesTrading will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market, to sell Common Stock from time to time based upon Celsion’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Under the Capital on Demand Agreement, JonesTrading may sell Common Stock by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Capital on Demand Agreement will terminate upon the earlier of (i) the sale of all shares of our common stock subject to the Sales Agreement, and (ii) the termination of the Capital on Demand Agreement by JonesTrading or Celsion. The Capital on Demand Agreement may be terminated by JonesTrading or the Company at any time upon 10 days’ notice to the other party, or by JonesTrading at any time in certain circumstances, including the occurrence of a material adverse change in the Company. The Company will pay JonesTrading a commission of 3.0% of the aggregate gross proceeds from each sale of Common Stock and has agreed to provide JonesTrading with customary indemnification and contribution rights. The Shares will be issued pursuant to Celsion’s previously filed and effective Registration Statement on Form S-3 (File No. 333-227236), the base prospectus dated October 12, 2018, filed as part of such Registration Statement, and the prospectus supplement dated December 4, 2018, filed by Celsion with the Securities and Exchange Commission. During 2019, the Company sold and issued an aggregate of 0.5 million shares under the Capital on Demand Agreement, receiving approximately $1.0 million in gross proceeds. The Company did not sell any shares under the Capital on Demand Agreement as of December 31, 2018. As of December 31, 2019, the Company has approximately $15 million available under the Capital on Demand Agreement. Controlled Equity Offering On February 1, 2013, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which Celsion could offer and sell, from time to time, through Cantor, shares of our common stock having an aggregate offering price of up to $25.0 million (the “ATM Shares”) pursuant to the 2015 Shelf Registration Statement. Under the ATM Agreement, Cantor may sell ATM Shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market, on any other existing trading market for our common stock or to or through a market maker. On October 10, 2018, the Company delivered notice to Cantor terminating the ATM effective as of October 20, 2018. The Company has no further obligations under the Sales Agreement. During 2018, the Company received approximately $1.2 million in proceeds from the sale of 0.5 million shares of common stock under the ATM Agreement. From February 1, 2013 through September 30, 2018, the Company sold and issued an aggregate of 1,784,396 shares of common stock under the ATM Agreement, receiving approximately $12.8 million in gross proceeds. Registered Direct Offering On February 27, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering (the “February 2020 Offering”), an aggregate of 4,571,428 shares (the “Shares”) of our common stock at an offering price of $1.05 per share for gross proceeds of approximately $4.8 million before the deduction of the Placement Agent fees and offering expenses. The Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-227236). The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. In a concurrent private placement (the “Private Placement”), the Company agreed to issue to the investors that participated in the Offering, for no additional consideration, warrants, to purchase up to 2,971,428 shares of Common Stock (the “Original Warrants”). The Original Warrants were initially exercisable six months following their and were set to expire on the five-year anniversary of such initial exercise date. The Warrants had an exercise price of $1.15 per share subject to adjustment as provided therein. On March 12, 2020 the Company entered into private exchange agreements (the “Exchange Agreements”) with holders the Warrants. Pursuant to the Exchange Agreements, in return for a higher exercise price of $1.24 per share of Common Stock, the Company issued new warrants to the Investors to purchase up to 3,200,000 shares of Common Stock (the “Exchange Warrants”) in exchange for the Original Warrants. The Exchange Warrants, like the Original Warrants, are initially exercisable six months following their issuance (the “Initial Exercise Date”) and expire on the five-year anniversary of their Initial Exercise Date. Other than having a higher exercise price, different issue date, Initial Exercise Date and expiration date, the terms of the Exchange Warrants are identical to those of the Original Warrants. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. 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, other stock awards, and performance awards. At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Celsion Corporation 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 2,700,000 shares of Celsion common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, performance awards, or in any combination of the foregoing. At the 2019 Annual Stockholders Meeting of the Company held on May 14, 2019, stockholders approved an amendment to the 2018 Plan whereby the Company increased the number of common stock shares available by 1,200,000 to a total of 3,900,000 under the 2018 Plan, as amended. Prior to the adoption of the 2018 Plan, the Company had maintained the Celsion Corporation 2007 Stock Incentive Plan (the “2007 Plan”). The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of Celsion common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Celsion must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options. Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards. On September 28, 2018, and again on February 19, 2019, the Compensation Committee of the Board of Directors approved the grant of (i) inducement stock options (the “Inducement Option Grants”) to purchase a total of 164,004 and 140,004 shares of Celsion common stock, respectively and (ii) inducement restricted stock awards (the “Inducement Stock Grants”) totaling 19,000 and 13,000 shares of Celsion common stock to five new employees collectively. Each award has a grant date of the date of grant. Each Inducement Option Grant has an exercise price per share equal to $2.77 and $2.18 which represents the closing price of Celsion’s common stock as reported by Nasdaq on September 28, 2018 and February 19, 2019, respectively. Each Inducement Option Grant will vest over three years, with one-third vesting on the one-year anniversary of the employee’s first day of employment with the Company and one-third vesting on the second and third anniversaries thereafter, subject to the new employee’s continued service relationship with the Company on each such date. Each Inducement Option Grant has a ten-year term and is subject to the terms and conditions of the applicable stock option agreement. Each of Inducement Stock Grant will vest on the one-year anniversary of the employee’s first day of employment with the Company and are subject to the new employee’s continued service relationship with the Company through such date and is subject to the terms and conditions of the applicable restricted stock agreement. As of December 31, 2019, there were a total of 4,580,893 shares of Celsion common stock reserved for issuance under the 2018 Plan, which were comprised of 4,130,886 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 450,007 shares of Celsion common stock available for future issuance under the 2018 Plan. As of December 31, 2019, there were a total of 210,006 of Celsion common stock subject to outstanding inducement awards. Total compensation cost related to stock options and restricted stock awards was approximately $2.3 million and $4.6 million during 2019, and 2018, respectively. Of these amounts, $0.9 million and $1.5 million was charged to research and development during 2019 and 2018, respectively, and $1.4 million and $3.1 million was charged to general and administrative expenses during 2019 and 2018, respectively. A summary of stock option awards as of December 31, 2019 and changes during the two-year period ended December 31, 2019 is presented below: Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 703,442 $ 10.34 Granted 2,629,004 $ 2.26 Canceled or expired (183,703 ) $ 25.96 Outstanding at December 31, 2018 3,148,743 $ 2.67 Granted 1,250,754 $ 2.00 Canceled or expired (67,355 ) $ 2.50 Outstanding at December 31, 2019 4,332,142 $ 2.63 8.5 $ 5,882 Exercisable at December 31, 2019 2,469,033 $ 2.98 8.0 $ - A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2019 and changes during the two-year period ended December 31, 2019, is presented below: Restricted Stock Number Outstanding Weighted Average Grant Date Fair Value Non-vested stock awards outstanding at January 1, 2018 – $ – Granted 35,000 $ 2.71 Vested and issued (6,000 ) $ 2.77 Forfeited (6,500 ) $ 2.64 Non-vested stock awards outstanding at December 31, 2018 22,500 $ 2.72 Granted 29,250 $ 1.99 Vested and issued (5,000 ) $ 2.14 Forfeited (38,000 ) $ 2.48 Non-vested stock awards outstanding at December 31, 2019 8,750 $ 1.59 A summary of stock options outstanding at December 31, 2019 by price range is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Up to $5.00 3,821,470 8.4 $ 2.47 2,404,611 8.0 $ 2.55 Above $5.00 to $81.90 64,422 6.0 $ 19.00 64,422 6.0 $ 19.00 3,885,892 2,469,033 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: Year Ended December 31, 2019 2018 Risk-free interest rate 2.82 to 3.02 % 2.82 to 3.02 % Expected volatility 101.3 – 106.2 % 99.9 - 102.1 % Expected life (in years) 7.5 to 9.3 8.5 to 10 Expected dividend yield 0.0 % 0.0 % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. As of December 31, 2019, there was $1.6 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.1 years. |
Earn-out Milestone Liability
Earn-out Milestone Liability | 12 Months Ended |
Dec. 31, 2019 | |
Hercules Warrant [Member] | |
Earn-out Milestone Liability | 12. 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 million in future Earn-out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company’s risk-adjusted assessment of each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). The earn-out milestone liability will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statements. On March 28, 2019, the Company and EGWU, Inc, entered into the Amended Asset Purchase Agreement. Pursuant to the Amended Asset Purchase Agreement, payment of the earnout milestone liability related to the Ovarian Cancer Indication of $12.4 million has been modified. The Company has the option to make the payment as follows: a) $7.0 million in cash within 10 business days of achieving the milestone; or b) $12.4 million in cash, common stock of the Company, or a combination of either, within one year of achieving the milestone. The Company provided EGWU, Inc. 200,000 warrants to purchase common stock at a strike price of $0.01 per warrant share as consideration for entering into this amended agreement. The warrant shares have no expiration and were fair valued at $2.00 using the closing price of a share of Celsion stock on the date of issuance offset by the exercise price and recorded as a non-cash expense in the income statement and were classified as equity on the balance sheet. At December 31, 2019, the Company fair valued the earn-out milestone liability at $6.2 million and recognized a non-cash gain of $2.7 million during 2019 as a result of the change in the fair value of earn-out milestone liability of $8.9 million at December 31, 2018. In assessing the earnout milestone liability at December 31, 2019, the Company fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 65% and 35% probability for the $7.0 million and the $12.4 million payments, respectively. At December 31, 2018, the Company fair valued the earn-out milestone liability at $8.9 million and recognized a non-cash gain of $3.6 million during 2018 as a result of the change in the fair value of earn-out milestone liability of $12.5 million at December 31, 2017. Included in the non-cash gain during 2018, was the reduction of the liability by $3.9 million during the third quarter of 2017 related to the write down of one of the in-process research and development assets (see Note 5) as the Company believes there is a de minimis probability of the payout of the related earn-out milestone liabilities. The fair value of the remaining earn-out milestone liabilities at December 31, 2018 was based on the Company’s risk-adjusted assessment of each milestone (80%) utilizing a discount rate based on the estimated time to achieve the milestone (1.25 years). The following is a summary of the changes in the earn-out milestone liability for 2018 and 2019: Balance at January 1, 2018 $ 12,538,525 Non-cash gain from the adjustment for the change in fair value included in 2018 net loss (3,630,861 ) Balance at December 31, 2018 8,907,664 Non-cash gain from the adjustment for the change in fair value included in 2019 net loss (3,189,955 ) Balance at December 31, 2019 $ 5,717,709 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 13. WARRANTS Warrants to purchase 1,167,064 and 13,927 shares of common stock expired during 2019 and 2018, respectively. During 2018, the Company and certain investors holding warrants to collectively purchase 1.6 million shares of the Company’s common stock, entered into warrant exchange agreements whereby the Company issued 820,714 shares of its common stock in exchange for the cancellation of the warrants. Following is a summary of all warrant activity for the two years ended December 31, 2019: Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2018 3,058,402 $ 5.29 Warrants issued in connection with 2018 equity transactions 190,114 $ 2.63 Warrants cancelled in exchange for common stock (1,641,427 ) $ 3.04 Warrants expired during 2018 (13,927 ) $ 226.24 Warrants outstanding at December 31, 2018 1,593,162 $ 5.36 Warrants issued during 2019 (see Note 12) 200,000 $ 0.01 Warrants expired during 2019 (1,167,064 ) $ 6.32 Warrants outstanding and exercisable at December 31, 2019 626,098 $ 1.87 Aggregate intrinsic value of outstanding warrants at December 31, 2019 $ 340,000 Weighted average remaining contractual terms (years) 1.87 Schedule of weighted average remaining contractual terms at December 31, 2019 Number of Warrants Issued Weighted Average Exercise Price Weighted Average Contractual Terms Remaining Warrants provided to EGWU, Inc (Note 12) 200,000 $ 0.01 No expiration All other warrants outstanding 426,098 $ 2.74 5.3 years |
Celsion Employee Benefit Plans
Celsion Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Celsion Employee Benefit Plans | 14. CELSION EMPLOYEE BENEFIT PLANS Celsion maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees over the age of 21. Participating employees may defer a portion of their pretax earnings, up to the IRS annual contribution limit. The Company makes a matching contribution up to a maximum of 3% of an employee’s annual salary. The Company’s total matching contributions for the years ended December 31, 2019 and 2018 was $105,999 and $93,948 respectively. During 2018, the Company also provided a discretionary contribution totaling $181,999 which represented 6% of each eligible participant’s annual salary in each of 2018. This amount was paid in January 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 15. LEASES In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The Lease had an initial term of 66 months. In late 2015, Lenox Drive Office Park LLC, purchased the real estate and office building and assumed the Lease. This Lease was set to expire on April 30, 2017. In April 2017, the Company and the landlord amended the Lease effective May 1, 2017. The 1 st st st th st nd nd In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month. As previously mentioned in Note 4, we adopted ASC Topic 842 on January 1, 2019 using the modified retrospective transition method for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 840, Leases. The standard had a material impact on our Consolidated Condensed Balance Sheet but had no impact on our consolidated net earnings and cash flows. The most significant impact of adopting ASC Topic 842 was the recognition of the right-of-use (ROU) asset and lease liabilities for operating leases, which are presented in the following three-line items on the Consolidated Condensed Balance Sheet: (i) operating lease right-of-use asset; (ii) current operating lease liabilities; and (iii) operating lease liabilities. Therefore, on date of adoption of ASC Topic 842, the Company recognized a ROU asset of $1.4 million, operating lease liabilities, current and non-current collectively, of $1.5 million and reduced other liabilities by approximately $0.1 million. We elected the package of practical expedients for leases that commenced before the effective date of ASC Topic 842 whereby we elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. In addition, we have lease agreements with lease and non-lease components, and we have elected the practical expedient for all underlying asset classes and account for them as a single lease component. We have no finance leases. We determine if an arrangement is a lease at inception. We have operating leases for office space and research and development facilities. Neither of our leases include options to renew, however, one contains an option for early termination. We considered the option of early termination in measurement of right-of-use assets and lease liabilities and we determined it is not reasonably certain to be terminated. In connection with the 2 nd Following is a table of the lease payments and maturity of our operating lease liabilities as of December 31, 2019: For the year ending 2020 $ 525,809 2021 530,734 2022 535,579 2023 233,117 2024 and thereafter - Subtotal future lease payments 1,825,239 Less imputed interest (293,790 ) Total lease liabilities $ 1,531,450 Weighted average remaining life 3.45 years Weighted average discount rate 9.98 % For the 2019, operating lease expense was $522,380 and cash paid for operating leases included in operating cash flows was $485,848. For 2018, operating lease expense was $450,430 and cash paid for operating leases included in operating cash flows was $457,321. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES On September 20, 2019, a purported stockholder of the Company filed a derivative and putative class action lawsuit against the Company and certain officers and directors (the “Shareholder Action”). The Shareholder Action alleges breaches of fiduciary duty in connection with the shareholder approval process associated with the 2018 Stock Incentive Plan. The matter is in the early stages and the ultimate outcome of this matter is not currently determinable at this time. |
Licenses of Intellectual Proper
Licenses of Intellectual Property and Patents | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Licenses of Intellectual Property and Patents | 17. LICENSES OF INTELLECTUAL PROPERTY AND PATENTS On November 10, 1999, the Company entered into a license agreement with Duke University (“Duke”) under which the Company received worldwide exclusive rights (subject to certain exceptions) to commercialize and use Duke’s thermally sensitive liposome technology. The license agreement contains annual royalty and minimum payment provisions due on net sales. The agreement also required milestone-based royalty payments measured by various events, including product development stages, FDA applications and approvals, foreign marketing approvals and achievement of significant sales. However, in lieu of such milestone-based cash payments, Duke agreed to accept shares of the Company’s common stock to be issued in installments at the time each milestone payment is due, with each installment of shares to be calculated at the average closing price of the common stock during the 20 trading days prior to issuance. The total number of shares issuable to Duke under these provisions is subject to adjustment in certain cases, and Duke has piggyback registration rights for public offerings taking place more than one year after the effective date of the license agreement. On January 31, 2003, the Company issued 253,691 shares of common stock to Duke University valued at $2.2 million as payment for milestone-based royalties under this license agreement. An amendment to the Duke license agreement contains certain development and regulatory milestones, and other performance requirements that the Company has met with respect to the use of the licensed technologies. The Company will be obligated to make royalty payments based on sales to Duke upon commercialization, until the last of the Duke patents expire. For the years ended December 31, 2019 and 2018, the Company has not incurred any expense under this agreement and will not incur any future liabilities until commercial sales commence. Under the November 1999 license agreement with Duke, the Company has rights to the thermally sensitive liposome technology, including Duke’s U.S. patents covering the technology as well as all foreign counter parts and related pending applications. Foreign counterpart applications have been issued in the EU, Hong Kong, Australia and Canada and have been allowed in Japan. The EU patent has been validated in Austria, Belgium, France, Germany, Great Britain, Italy, Luxembourg, Monaco, Spain and Switzerland. In addition, the Duke license agreement provides the Company with rights to multiple issued and pending U.S. patents related to the formulation, method of making and use of heat sensitive liposomes. The Company’s rights under the license agreement with Duke extend for the life of the last-to-expire of the licensed patents. The Company has licensed from Valentis, CA certain global rights covering the use of pegylation for temperature sensitive liposomes. In addition to the rights available to the Company under completed or pending license agreements, the Company is actively pursuing patent protection for technologies developed by the Company. Among these patents is a family of pending US and international patent applications which seek to protect the Company’s proprietary method of storing ThermoDox® which is critical for worldwide distribution channels. ThermoDox® is a registered trademark in the U.S., Argentina, Australia, Canada, China, Columbia, the EU Member States: (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Korea, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, the United Kingdom), Hong Kong, Israel, Japan, New Zealand, Peru, Philippines, Russia, Singapore, South Korea and Taiwan. The Company has registered transliterations of ThermoDox® in China, Hong Kong, Japan, Singapore, South Korea and Taiwan. The Company has an additional 14 trademark protection applications pending for ThermoDox® in countries world-wide. Finally, through proprietary information agreements with employees, consultants and others, the Company seeks to protect its own proprietary know-how and trade secrets. The Company cannot offer assurances that these confidentiality agreements will not be breached, that the Company will have adequate remedies for any breach, or that these agreements, even if fully enforced, will be adequate to prevent third-party use of the Company’s proprietary technology. Similarly, the Company cannot guarantee that technology rights licensed to it by others will not be successfully challenged or circumvented by third parties, or that the rights granted will provide the Company with adequate protection. |
Technology Development and Lice
Technology Development and Licensing Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Technology Development And Licensing Agreements | |
Technology Development and Licensing Agreements | 18. TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS On May 7, 2012, the Company entered into a long-term commercial supply agreement with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) for the production of ThermoDox® in the China territory. In accordance with the terms of the agreement, Hisun will be responsible for providing all of the technical and regulatory support services, including the costs of all technical transfer, registration and bioequivalence studies, technical transfer costs, Celsion consultative support costs and the purchase of any necessary equipment and additional facility costs necessary to support capacity requirements for the manufacture of ThermoDox®. Celsion will repay Hisun for the aggregate amount of these development costs and fees commencing on the successful completion of three registration batches of ThermoDox®. Hisun is also obligated to certain performance requirements under the agreement. The agreement will initially be limited to a percentage of the production requirements of ThermoDox® in the China territory with Hisun retaining an option for additional global supply after local regulatory approval in the China territory. In addition, Hisun will collaborate with Celsion around the regulatory approval activities for ThermoDox® with the China State Food and Drug Administration (CHINA FDA). On January 18, 2013, we entered into a technology development contract with Hisun, pursuant to which Hisun paid us a non-refundable research and development fee of $5 million to support our development of ThermoDox ® ® ® ® |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. SUBSEQUENT EVENTS As more fully discussed in Note 10, the Company sold 4.6 million shares of common stock for gross proceeds of $4.8 million under the February 2020 Offering. On March 5, 2020, the Company also terminated the 2019 Aspire Purchase Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Celsion Corporation (“Celsion” and the “Company”) is an integrated development clinical stage oncology drug company focused on advancing innovative cancer treatments, including directed chemotherapies, DNA-mediated immunotherapy and RNA-based therapies. Our lead product candidate is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in a Phase III clinical trial for the treatment of primary liver cancer (the “OPTIMA Study”). Second in our product pipeline is GEN-1, a DNA-mediated immunotherapy for the localized treatment of ovarian cancer. These investigational products are based on platform technologies that provide the basis for future development of a range of therapeutics, largely focused on difficult-to-treat forms of cancer. The first platform technology is Lysolipid Thermally Sensitive Liposomes, a heat sensitive liposomal based dosage form that is designed to target disease with known chemotherapeutics in the presence of mild heat. The second platform technology is TheraPlas, a novel nucleic acid-based investigational candidate under development for local transfection of therapeutic DNA plasmids. Employing these technologies, we are working to develop and commercialize more efficient, effective and targeted oncology therapies that maximize efficacy while minimizing side effects common to cancer treatments. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and include the accounts of the Company and CLSN Laboratories, Inc. All significant intercompany balances and transactions have been eliminated. 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 these estimates. Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of these consolidated financial statements have been evaluated for their possible impact on the financial statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the financial statements other than those arising in the ordinary course of business. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the earn-out milestone liabilities, estimates for contingent liabilities, if any, and accounting for valuation of in-process research and development assets. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Significant estimates in these financials are the valuation of options granted and valuation methods used to determine the recoverability of goodwill and other intangible assets. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all related amendments (the “new revenue standard”) to all contracts with customers using the modified retrospective method. The adoption of the new revenue standard had no impact on retained earnings as of December 31, 2017 and, accordingly, no cumulative adjustment was required. We do not expect the new revenue standard to have a significant impact on our net income on an ongoing basis. The Company’s sole revenue stream is related to the Hisun agreement described in Note 16. There were no accounts receivable as of December 31, 2019 or 2018. Contract liabilities from the Hisun agreement amounted to $1,500,000, $2,000,000 and $2,500,000 at December 31, 2019, 2018and 2017, respectively. Contract liabilities values represent the value of cash received before the services were provided. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. |
Fair Value of Investment in Debt Securities | Fair Value of Investment in Debt Securities The carrying values of investment securities approximate their respective fair values. |
Short Term Investments | Short Term Investments The Company classifies its investments in debt securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (ASC) 320, Investments - Debt and Equity Securities. Available-for-sale securities consist of debt securities not classified as trading securities or as securities to be held to maturity. The Company has classified all of its investments as available-for-sale. Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive gain or loss in stockholders’ equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. The Company’s short-term investments consist of corporate bonds. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $128,500 and $130,000 for the years ended December 31, 2019 and 2018, respectively. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. |
Deposits | Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. |
In-Process Research and Development, Other Intangible Assets and Goodwill | In-Process Research and Development, Other Intangible Assets and Goodwill During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 5, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of its long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Accounting Standards Codification (“ASC”) 220, Comprehensive Income 220 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2019 and 2018, the total number of shares of common stock issuable upon exercise of warrants and equity awards is 4,766,990 and 4,764,405 respectively. Warrants with an exercise price of $0.01 (as more fully described in Note 13 of these financial statements) exercisable for 200,000 shares of common stock were considered issued in calculating basic loss per share. For the year ended December 31, 2019 and 2018, diluted loss per common share is the same as basic loss per common share as all options and all other warrants that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted earnings attributable to common stockholders per common share as their effect would be anti-dilutive. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC 740, Income Taxes, As more fully discussed in Note 9, the Company received approval from the New Jersey Economic Development Authority to sell $1.9 million of its New Jersey net operating losses recognizing a tax benefit for the year ended December 31, 2019 for the net proceeds (approximately $1.8 million) by reducing the deferred income tax valuation allowance. In early 2020, the Company entered into an agreement to sell these net operating losses and expects to receive net proceeds of approximately $1.8 million in the second quarter of 2020. In 2018, the Company completed the sale of a portion of its New Jersey net operating losses for 2011 - 2017 totaling approximately $11.1 for net proceeds of approximately $10.4 million in December 2018. The proceeds of $10.4 million were reflected as a tax benefit for the year ended December 31, 2018. |
Stock-Based Compensation | Stock-Based Compensation In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation, which simplifies various aspects of accounting for share-based payments. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification on the statements of cash flows. The Company recognizes the effect of forfeitures in compensation cost when they occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the 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 have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” - Topic 842 (ASC Topic 842), which requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update became effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. The FASB subsequently issued the following amendments to ASC Topic 842, which have the same effective date and transition date of January 1, 2019: ● ASU No. 2018-10, Codification Improvements to Topic 842, Leases ● ASU No. 2018-11, Leases (Topic 842): Targeted Improvements We adopted Topic ASC 842 effective January 1, 2019 and elected to apply the available practical expedients and implement internal controls to enable the preparation of financial information on adoption. We identified two of our leases consisting of the New Jersey corporate office lease and the Alabama lab facility lease as being subject to Topic ASC 842. The adoption of this standard resulted in the recognition of right-of-use assets of approximately $1.4 million, related operating lease liabilities of $1.5 million and reduced other liabilities by approximately $0.1 million on the consolidated balance sheets as of January 1, 2019 with no material impact to the opening balance of retained earnings. See Note 15 for further discussions regarding the adoption of ASC Topic 842. In June 2016, the FASB issued Accounting Standard Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which modifies the measurement of expected credit losses on certain financial instruments. The Company expects to adopt ASU 2016-13 in its first quarter of 2021 utilizing the modified retrospective transition method. Based on the composition of the Company’s investment portfolio and current market conditions, the adoption of ASU 2016-13 is not expected to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. |
Investments in Debt Securitie_2
Investments in Debt Securities Available For Sale (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Short-term Investments [Abstract] | |
Schedule of Cost, Fair Value and Maturities of Short Term Investments | A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: December 31, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investments Corporate debt securities $ 7,943,108 $ 7,985,886 $ 14,228,126 $ 14,257,998 Total $ 7,943,108 $ 7,985,886 $ 14,228,126 $ 14,257,998 December 31, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 7,943,108 $ 7,985,886 $ 5,383,488 $ 5,393,743 Between 3-12 months - - 8,844,638 8,864,255 Total $ 7,943,108 $ 7,985,886 $ 14,228,126 $ 14,257,998 |
Summary of Investment Securities Gross Unrealized Gains (Losses) | The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. December 31, 2019 December 31, 2018 Available for sale securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 7,985,886 $ 42,778 $ 7,515,676 $ 38,068 Investments in debt securities with unrealized losses - - 6,742,322 (8,196 ) Total $ 7,985,886 $ 42,778 $ 14,257,998 $ 29,872 |
Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends | Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: 2019 2018 Interest and dividends accrued and paid $ 442,987 $ 363,846 Realized gains (losses) 57,895 (10,164 ) Investment income net $ 500,882 $ 353,682 |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 December 31, 2019 Corporate debt securities, available for sale $ 7,985,886 $ ─ $ 7,985,886 $ ─ Recurring items as of December 31, 2018 Corporate debt securities, available for sale $ 14,257,998 $ ─ $ 14,257,998 $ ─ Liabilities: Recurring items as of December 31, 2019 Earn-out milestone liability (Note 13) $ 5,717,709 $ ─ $ ─ $ 5,717,709 Recurring items as of December 31, 2018 Earn-out milestone liability (Note 13) $ 8,907,664 $ ─ $ ─ $ 8,907,664 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Schedule of Future Amortization Amounts During the Remaining Life | Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete. Year Ended December 31, 2020 $ 227,316 2021 113,660 Total $ 340,976 |
Schedule of Fair Value of Assets Acquired | Following is a summary of the net fair value of the assets acquired in the EGEN acquisition for the two years ended December 31, 2019: IPR&D Goodwill Covenant Not to Compete Balance at January 1, 2018, net $ 20,246,491 $ 1,976,101 $ 795,608 Amortization - - (227,316 ) Impairment charge (4,510,000 ) - - Balance at December 31, 2018, net 15,736,491 1,976,101 568,292 Amortization - - (227,316 ) Balance at December 31, 2019, net $ 15,736,491 $ 1,976,101 $ 340,976 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Year Ended December 31, 2019 2018 Machinery and equipment (5-7 year life) $ 2,831,564 $ 2,596,170 Furniture and fixtures (3-5 year life) 327,278 267,712 Leasehold improvements (5-7 year life) 343,202 289,004 3,502,044 3,152,886 Less accumulated depreciation and amortization (3,096,681 ) (2,968,259 ) Total $ 405,363 $ 184,627 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at December 31, 2019 and 2018 include the following: Year Ended December 31, 2019 2018 Amounts due to contract research organizations and other contractual agreements $ 475,440 $ 749,369 Accrued payroll and related benefits 1,604,541 1,592,590 Accrued professional fees 204,155 198,654 Other 19,411 45,285 Total $ 2,303,547 $ 2,585,898 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principle Payments, Net of Unamortized Debt Discounts | Following is a schedule of future principle payments, net of unamortized debt discounts and amortized end of term charges, due on the Horizon Credit Agreement: For the year ending December 31, 2020 $ 2,083,334 2021 4,583,333 2022 3,333,333 2023 and thereafter - Subtotal of future principle payments 10,000,000 Unamortized debt issuance costs, net (196,323 ) Total $ 9,803,677 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) for the years ended December 31, 2019 and 2018 consists of the following: 2019 2018 Federal Current $ - $ - Deferred - - State and Local - - Current - (10,419,115 ) Deferred (1,819,324 ) - Effective tax rate $ (1,819,324 ) (10,419,115 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 12.2 36.9 Permanent differences (4.5 ) (3.8 ) Other (7.0 ) (9.4 ) Change in valuation allowance and deferred rate change, net (12.0 ) 2.0 Effective tax rate 9.7 % 46.7 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax asset as of December 31, 2019 and 2018 are as follows: December 31, 2019 2018 Net operating loss carryforwards $ 58,243,000 $ 51,498,000 Other Deferred tax assets, net 254,283 1,092,000 Subtotal 58,497,283 52,590,000 Valuation allowance (56,497,283 ) (52,590,000 ) Total deferred tax asset $ 1,819,324 $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Awards | A summary of stock option awards as of December 31, 2019 and changes during the two-year period ended December 31, 2019 is presented below: Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 703,442 $ 10.34 Granted 2,629,004 $ 2.26 Canceled or expired (183,703 ) $ 25.96 Outstanding at December 31, 2018 3,148,743 $ 2.67 Granted 1,250,754 $ 2.00 Canceled or expired (67,355 ) $ 2.50 Outstanding at December 31, 2019 4,332,142 $ 2.63 8.5 $ 5,882 Exercisable at December 31, 2019 2,469,033 $ 2.98 8.0 $ - |
Summary of Non-vested Restricted Stock Awards | A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2019 and changes during the two-year period ended December 31, 2019, is presented below: Restricted Stock Number Outstanding Weighted Average Grant Date Fair Value Non-vested stock awards outstanding at January 1, 2018 – $ – Granted 35,000 $ 2.71 Vested and issued (6,000 ) $ 2.77 Forfeited (6,500 ) $ 2.64 Non-vested stock awards outstanding at December 31, 2018 22,500 $ 2.72 Granted 29,250 $ 1.99 Vested and issued (5,000 ) $ 2.14 Forfeited (38,000 ) $ 2.48 Non-vested stock awards outstanding at December 31, 2019 8,750 $ 1.59 |
Summary of Stock Options Outstanding | A summary of stock options outstanding at December 31, 2019 by price range is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Up to $5.00 3,821,470 8.4 $ 2.47 2,404,611 8.0 $ 2.55 Above $5.00 to $81.90 64,422 6.0 $ 19.00 64,422 6.0 $ 19.00 3,885,892 2,469,033 |
Schedule of Assumptions Used to Determine Fair Value of Options Granted | The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Year Ended December 31, 2019 2018 Risk-free interest rate 2.82 to 3.02 % 2.82 to 3.02 % Expected volatility 101.3 – 106.2 % 99.9 - 102.1 % Expected life (in years) 7.5 to 9.3 8.5 to 10 Expected dividend yield 0.0 % 0.0 % |
Earn-out Milestone Liability (T
Earn-out Milestone Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Hercules Warrant [Member] | |
Schedule of Changes in Earn-out Milestone Liability | The following is a summary of the changes in the earn-out milestone liability for 2018 and 2019: Balance at January 1, 2018 $ 12,538,525 Non-cash gain from the adjustment for the change in fair value included in 2018 net loss (3,630,861 ) Balance at December 31, 2018 8,907,664 Non-cash gain from the adjustment for the change in fair value included in 2019 net loss (3,189,955 ) Balance at December 31, 2019 $ 5,717,709 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | Following is a summary of all warrant activity for the two years ended December 31, 2019: Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2018 3,058,402 $ 5.29 Warrants issued in connection with 2018 equity transactions 190,114 $ 2.63 Warrants cancelled in exchange for common stock (1,641,427 ) $ 3.04 Warrants expired during 2018 (13,927 ) $ 226.24 Warrants outstanding at December 31, 2018 1,593,162 $ 5.36 Warrants issued during 2019 (see Note 12) 200,000 $ 0.01 Warrants expired during 2019 (1,167,064 ) $ 6.32 Warrants outstanding and exercisable at December 31, 2019 626,098 $ 1.87 Aggregate intrinsic value of outstanding warrants at December 31, 2019 $ 340,000 Weighted average remaining contractual terms (years) 1.87 |
Schedule of Weighted Average Remaining Contractual Terms | Schedule of weighted average remaining contractual terms at December 31, 2019 Number of Warrants Issued Weighted Average Exercise Price Weighted Average Contractual Terms Remaining Warrants provided to EGWU, Inc (Note 12) 200,000 $ 0.01 No expiration All other warrants outstanding 426,098 $ 2.74 5.3 years |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities | Following is a table of the lease payments and maturity of our operating lease liabilities as of December 31, 2019: For the year ending 2020 $ 525,809 2021 530,734 2022 535,579 2023 233,117 2024 and thereafter - Subtotal future lease payments 1,825,239 Less imputed interest (293,790 ) Total lease liabilities $ 1,531,450 Weighted average remaining life 3.45 years Weighted average discount rate 9.98 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2017 | |
Accounts receivable | |||||
Depreciation | $ 128,500 | $ 130,000 | |||
Number of shares of common stock issuable upon exercise of warrants and equity awards | 4,766,990 | 4,764,405 | |||
Warrants exercise price | $ 0.01 | ||||
Number of shares of common stock issued in calculation basic loss per share | 200,000 | ||||
Right-of-use assets | $ 1,431,640 | $ 400,000 | |||
Related lease liabilities | 1,531,450 | $ 1,900,000 | |||
Other liabilities | 100,000 | ||||
Subsequent Event [Member] | |||||
Net proceeds from sale of net operating losses | $ 1,800,000 | ||||
New Jersey [Member] | |||||
Tax benefits of EDA | 1,900,000 | 10,400,000 | |||
Net proceeds from sale of net operating losses | 1,800,000 | 11,100,000 | |||
Hisun Agreement [Member] | |||||
Contract liabilities | $ 1,500,000 | $ 2,000,000 | $ 2,500,000 |
Financial Condition (Details Na
Financial Condition (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cumulated net losses | $ (290,516,780) | $ (273,665,247) | |
Cash, investment securities and interest receivable | 16,700,000 | ||
Raised in equity financing | 6,400,000 | ||
Proceeds from available future sale of equity under common stock purchase agreement | 15,000,000 | ||
Subsequent Event [Member] | |||
Net proceeds from sale of net operating losses | $ 1,800,000 | ||
New Jersey [Member] | |||
Tax benefits of EDA | 1,900,000 | 10,400,000 | |
Net proceeds from sale of net operating losses | 1,800,000 | $ 11,100,000 | |
Future tax benefits | $ 2,100,000 |
Investments in Debt Securitie_3
Investments in Debt Securities Available for Sale (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term investments - Fair Value | $ 7,985,886 | $ 14,257,998 |
Corporate Debt Securities [Member] | ||
Short-term investments - Fair Value | 7,985,886 | 14,257,998 |
Short-term Investments [Member] | Corporate Debt Securities [Member] | ||
Short-term investments - Fair Value | $ 7,985,886 | $ 14,257,998 |
Investments in Debt Securitie_4
Investments in Debt Securities Available for Sale - Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term investments - Cost | $ 7,943,108 | $ 14,228,126 |
Short-term investments - Fair Value | 7,985,886 | 14,257,998 |
Short-term investment maturities - Within 3 months, cost | 7,943,108 | 5,383,488 |
Short-term investment maturities - Between 3-12 months, cost | 8,844,638 | |
Total, cost | 7,943,108 | 14,228,126 |
Short-term investment maturities - Within 3 months, fair value | 7,985,886 | 5,393,743 |
Short-term investment maturities - Between 3-12 months, fair value | 8,864,255 | |
Total, fair value | 7,985,886 | 14,257,998 |
Corporate Debt Securities [Member] | ||
Short-term investments - Cost | 7,943,108 | 14,228,126 |
Short-term investments - Fair Value | $ 7,985,886 | $ 14,257,998 |
Investments in Debt Securitie_5
Investments in Debt Securities Available for Sale - Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Investments in debt securities with unrealized gains, Less than 12 months , Fair Value | $ 7,985,886 | $ 7,515,676 |
Investments in debt securities with unrealized losses, Less than 12 months, unrealized losses, Fair Value | 6,742,322 | |
Investment securities - available for sale, Fair Value | 7,985,886 | 14,257,998 |
Investments in debt securities with unrealized gains, Less than 12 months, Unrealized Holding Gains (Losses) | 42,778 | 38,068 |
Investments in debt securities with unrealized losses, Less than 12 months, Unrealized Holding Gains (Losses) | (8,196) | |
Unrealized Holding Gains (Losses) | $ 42,778 | $ 29,872 |
Investments in Debt Securitie_6
Investments in Debt Securities Available for Sale - Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Interest and dividends accrued and paid | $ 442,987 | $ 363,846 |
Realized gains (losses | 57,895 | (10,164) |
Investment income, net | $ 500,882 | $ 353,682 |
Fair Values of Financial Inst_3
Fair Values of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Investment securities, available for sale | $ 7,985,886 | $ 14,257,998 |
Earn-out milestone liability | 5,717,709 | 8,907,664 |
Corporate Debt Securities [Member] | ||
Investment securities, available for sale | 7,985,886 | 14,257,998 |
Fair Value, Measurements, Recurring [Member] | ||
Earn-out milestone liability | 5,717,709 | 8,907,664 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | ||
Earn-out milestone liability | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Earn-out milestone liability | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Earn-out milestone liability | 5,717,709 | 8,907,664 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | ||
Investment securities, available for sale | 7,985,886 | 14,257,998 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | ||
Investment securities, available for sale | ||
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Investment securities, available for sale | 7,985,886 | 14,257,998 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Investment securities, available for sale |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 20, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Asset impairment charges, total | $ 2,400,000 | ||||||
Business combination, consideration transferred, liabilities incurred | $ 4,500,000 | $ 2,500,000 | |||||
IPR&D costs | 2,400,000 | 2,400,000 | |||||
Finite-lived intangible assets, net | 340,976 | 568,292 | |||||
2018 Aspire Purchase Agreements [Member] | |||||||
Finite-lived intangible assets, net | 340,976 | ||||||
Finite-lived intangible assets, accumulated amortization | 1,250,238 | ||||||
Aspire Purchase Agreement [Member] | |||||||
Finite-lived intangible assets, net | 568,292 | ||||||
Finite-lived intangible assets, accumulated amortization | 1,022,922 | ||||||
IPR&D Drug Technology Platforms [Member] | |||||||
Asset impairment charges, total | $ 1,400,000 | ||||||
EGEN Inc [Member] | |||||||
Business combination, consideration transferred, liabilities incurred | $ 13,900,000 | ||||||
Goodwill, acquisition | 2,000,000 | ||||||
EGEN Inc [Member] | Purchase Agreement [Member] | |||||||
Finite-lived intangible assets acquired | $ 1,600,000 | ||||||
Finite-lived intangible asset, useful life | 7 years | ||||||
Amortization expense | $ 227,316 | 227,316 | |||||
EGEN Inc [Member] | Glioblastoma Multiforme Brain Cancer [Member] | |||||||
Asset impairment charges, total | $ 9,400,000 | $ 9,400,000 | |||||
EGEN Inc [Member] | Ovarian Cancer [Member] | |||||||
Finite-lived intangible assets, net | 13,300,000 | $ 13,300,000 | |||||
EGEN Inc [Member] | IPR&D Drug Technology Platforms [Member] | |||||||
Indefinite lived intangible assets | $ 24,200,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization Amounts During the Remaining Life (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 340,976 | $ 568,292 | |
Noncompete Agreements [Member] | |||
2020 | 227,316 | ||
2021 | 113,660 | ||
Total | $ 340,976 | $ 568,292 | $ 795,608 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Fair Value of Assets Acquired (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, beginning balance | $ 568,292 | |
Impairment charge | 2,400,000 | |
Intangible assets, ending balance | 340,976 | $ 568,292 |
Noncompete Agreements [Member] | ||
Intangible assets, beginning balance | 568,292 | 795,608 |
Amortization | (227,316) | (227,316) |
Impairment charge | ||
Intangible assets, ending balance | 340,976 | 568,292 |
IPR&D [Member] | ||
Intangible assets, beginning balance | 15,736,491 | 20,246,491 |
Amortization | ||
Impairment charge | (4,510,000) | |
Intangible assets, ending balance | 15,736,491 | 15,736,491 |
Goodwill [Member] | ||
Intangible assets, beginning balance | 1,976,101 | 1,976,101 |
Amortization | ||
Impairment charge | ||
Intangible assets, ending balance | $ 1,976,101 | $ 1,976,101 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment gross | $ 3,502,044 | $ 3,152,886 |
Less accumulated depreciation and amortization | (3,096,681) | (2,968,259) |
Total | 405,363 | 184,627 |
Machinery and Equipment [Member] | ||
Property and equipment gross | 2,831,564 | 2,596,170 |
Furniture and Fixtures [Member] | ||
Property and equipment gross | 327,278 | 267,712 |
Leasehold Improvements [Member] | ||
Property and equipment gross | $ 343,202 | $ 289,004 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Property and Equipment (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2019 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Estimated useful life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Estimated useful life | 7 years |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 475,440 | $ 749,369 |
Accrued payroll and related benefits | 1,604,541 | 1,592,590 |
Accrued professional fees | 204,155 | 198,654 |
Other | 19,411 | 45,285 |
Total | $ 2,303,547 | $ 2,585,898 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Warrant exercise price | $ 0.01 | ||
Financing fees and expenses | $ 1,393,400 | $ 712,025 | |
Horizon Credit Agreement [Member] | |||
Debt effective interest rate | 9.63% | ||
Interest expense, debt, total | $ 1,006,760 | 512,872 | |
Amortization of debt issuance costs | $ 386,640 | $ 199,153 | |
Horizon Credit Agreement [Member] | Horizon Warrants [Member] | |||
Class of warrant or right exercisable | 190,114 | ||
Warrant exercise price | $ 2.63 | ||
Debt instrument, unamortized discount, total | $ 507,116 | ||
Horizon Credit Agreement [Member] | LIBOR plus [Member] | |||
Interest rate | 7.625% | ||
Horizon Credit Agreement [Member] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Proceeds from lines of credit, total | $ 10,000,000 | ||
Percentage of outstanding principle balance, description | An amount equal to 1-3% | ||
Debt instrument, unamortized discount, total | $ 782,116 | ||
Financing fees and expenses | 175,000 | ||
Loan origination fees | $ 100,000 | ||
Percentage for original debt, amount | 4.00% | ||
Interest expense, debt, total | $ 400,000 |
Note Payable - Schedule of Futu
Note Payable - Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details) | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 2,083,334 |
2021 | 4,583,333 |
2022 | 3,333,333 |
2023 and thereafter | |
Subtotal of future principal payments | 10,000,000 |
Unamortized debt issuance costs, net | (196,323) |
Total | $ 9,803,677 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 11 Months Ended | 12 Months Ended | 20 Months Ended | 25 Months Ended | |||||
Dec. 31, 2018 | Jul. 31, 2011 | Mar. 31, 2020 | Oct. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2013 | Aug. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2013 | Feb. 28, 2017 | Jun. 30, 2015 | |
Income tax, description | The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. | |||||||||||
Income tax, u.s. Corporate income tax rate | 21.00% | 21.00% | ||||||||||
Deferred tax asset | $ 1,819,324 | |||||||||||
Net operating losses | $ 4,200,000 | $ 800,000 | $ 300,000 | $ 1,500,000 | $ 1,500,000 | 289,000,000 | $ 1,400,000 | $ 300,000 | $ 1,600,000 | |||
Net operating losses, unused | $ 247,000,000 | |||||||||||
Net operating losses expiration, description | Expire starting in 2023 through 2037 | |||||||||||
Net operating losses carryforward limits, description | The deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income | |||||||||||
Operating loss carry forwards, limitation on use | The Company determined that it experienced ownership changes, as defined by Section 382, in connection with certain common stock offerings in July 2011, February 2013, June 2013, June 2015, February 2017, June 2017, October 2017 and August 2018. As a result, the utilization of the Company's federal tax net operating loss carry forwards generated prior to the ownership changes are limited. As of December 31, 2018, the Company has net operating loss carry forwards for U.S. federal and state tax purposes of approximately $233 million, before excluding net operating losses that have been limited as a result of Section 382 limitations. The annual limitation due to Section 382 for net operating loss carry forward utilization is approximately $4.2 million per year for approximately $90 million in net operating loss carry forwards existing at the ownership change occurring in July 2011, approximately $1.4 million per year for approximately $34 million of additional net operating losses occurring from July 2011 to the ownership change that occurred in February 2013, approximately $1.5 million per year for approximately $4 million of additional net operating losses occurring from February 2013 to the ownership change that occurred in June 2013, approximately $1.6 million per year for approximately $40 million of additional net operating losses occurring from June 2013 to the ownership change that occurred in June 2015, approximately $0.3 million per year for approximately $35 million of additional net operating losses occurring from June 2015 to the ownership change that occurred in February 2017, approximately $0.3 million per year for approximately $7 million of additional net operating losses occurring from February 2017 to the ownership change that occurred in June 2017, approximately $0.8 million per year for approximately $5 million of additional net operating losses occurring from June 2017 to the ownership change that occurred in October 2017, and approximately $1.5 million per year for approximately $30 million of additional net operating losses occurring from October 2017 to the ownership change that occurred in August 2018. The utilization of these net operating loss carry forwards may be further limited if the Company experiences future ownership changes as defined in Section 382 of the Internal Revenue Code. | |||||||||||
Operating loss carry forwards, limitation on use | $ 90,000,000 | $ 5,000,000 | $ 7,000,000 | $ 4,000,000 | $ 30,000,000 | $ 34,000,000 | $ 35,000,000 | $ 40,000,000 | ||||
New Jersey [Member] | ||||||||||||
Deferred tax asset | $ 1,800,000 | |||||||||||
Proceeds from sale of nols | 10,400,000 | 11,100,000 | ||||||||||
Future tax benefits remaining under the nol program | 2,100,000 | |||||||||||
New Jersey [Member] | Subsequent Event [Member] | ||||||||||||
Payments from sale of nols | $ 1,800,000 | |||||||||||
Federal Income Tax [Member] | ||||||||||||
Net operating losses | 25,800,000 | 25,800,000 | ||||||||||
U.S. Federal and State Tax [Member] | ||||||||||||
Net operating losses | $ 233,000,000 | $ 233,000,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | ||
State and Local, Current | (10,419,115) | |
State and Local, Deferred | (1,819,324) | |
Effective tax rate | $ (1,816,474) | $ (10,419,115) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 12.20% | 36.90% |
Permanent differences | (4.50%) | (3.80%) |
Other | (7.00%) | (9.40%) |
Change in valuation allowance and deferred rate change, net | (12.00%) | 2.00% |
Effective tax rate | 9.70% | 46.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 58,243,000 | $ 51,498,000 |
Other Deferred tax assets, net | 254,283 | 1,092,000 |
Subtotal | 58,497,283 | 52,590,000 |
Valuation allowance | (56,497,283) | (52,590,000) |
Total deferred tax asset | $ 1,819,324 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 27, 2020 | Oct. 28, 2019 | Dec. 04, 2018 | Aug. 31, 2018 | Feb. 01, 2013 | Sep. 30, 2018 | Mar. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 12, 2020 |
Shelf registration statement amount | $ 75,000,000 | ||||||||||
Fair value of common stock issued as equity issuance costs and charged against paid in capital | $ 450,000 | ||||||||||
Proceeds from issuance of common stock | $ 7,844,852 | $ 858,515 | |||||||||
Warrants exercise price | $ 0.01 | ||||||||||
2018 Aspire Purchase Agreements [Member] | |||||||||||
Fair value of common stock issued as equity issuance costs and charged against paid in capital | $ 450,000 | ||||||||||
2018 Aspire Purchase Agreements [Member] | |||||||||||
Aggregate offering price, additions | $ 15,000,000 | ||||||||||
Aggregate offering price, term | 24 months | ||||||||||
Maximum number of shares purchased per business day | 100,000 | ||||||||||
Aggregate offering price | $ 15,000,000 | ||||||||||
Aggregate offering price, description | The lowest sale price of the Company's common stock on the purchase date; or the arithmetic average of the three (3) lowest closing sale prices for the Company's common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. | ||||||||||
Aspire purchase agreement, terms | In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount equal to at least 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a "VWAP Purchase Notice") directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company's common stock traded on its principal market on the next trading day (the "VWAP Purchase Date"), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company's common stock traded on its principal market on the VWAP Purchase Date. | ||||||||||
Maximum number of shares purchased per business day, additional | 2,000,000 | ||||||||||
Stock issued during period, shares, new issues | 164,835 | 3,300,000 | 100,000 | ||||||||
Proceeds from issuance of common stock | $ 6,300,000 | $ 200,000 | |||||||||
2019 Aspire Purchase Agreements [Member] | |||||||||||
Aggregate offering price, additions | $ 10,000,000 | ||||||||||
Aggregate offering price, term | 24 months | ||||||||||
Maximum number of shares purchased per business day | 100,000 | ||||||||||
Aggregate offering price | $ 10,000,000 | ||||||||||
Aggregate offering price, description | The lowest sale price of the Company's common stock on the purchase date; or the arithmetic average of the three (3) lowest closing sale prices for the Company's common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. | ||||||||||
Aspire purchase agreement, terms | In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount of 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a VWAP Purchase Notice directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company's common stock traded on the VWAP Purchase Date, subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company's common stock traded on its principal market on the VWAP Purchase Date. | ||||||||||
Stock issued during period, shares, new issues | 100,000 | 500,000 | |||||||||
Proceeds from issuance of common stock | $ 700,000 | ||||||||||
2019 Aspire Purchase Agreements [Member] | Subsequent Event [Member] | |||||||||||
Stock issued during period, shares, new issues | 1,000,000 | ||||||||||
Proceeds from issuance of common stock | $ 1,600,000 | ||||||||||
Capital on DemandTM Sales Agreement [Member] | |||||||||||
Aggregate offering price | $ 16,000,000 | ||||||||||
Aggregate offering price, description | (i) the sale of all shares of our common stock subject to the Sales Agreement, and (ii) the termination of the Capital on Demand Agreement by JonesTrading or Celsion. The Capital on Demand Agreement may be terminated by JonesTrading or the Company at any time upon 10 days' notice to the other party, or by JonesTrading at any time in certain circumstances, including the occurrence of a material adverse change in the Company. | ||||||||||
Commission percentage for gross proceeds from common stock | 3.00% | ||||||||||
Capital on Demand Agreement [Member] | |||||||||||
Stock issued during period, shares, new issues | 500,000 | ||||||||||
Proceeds from issuance of common stock | $ 1,000,000 | ||||||||||
Aggregate value available for issuance | $ 15,000,000 | ||||||||||
Controlled Equity Offering SM Sales Agreement [Member] | |||||||||||
Aggregate offering price | $ 25,000,000 | ||||||||||
Stock issued during period, shares, new issues | 1,784,396 | ||||||||||
Proceeds from issuance of common stock | $ 12,800,000 | ||||||||||
Proceeds from sale equity | $ 1,200,000 | ||||||||||
Sale of common stock, shares | 500,000 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||
Stock issued during period, shares, new issues | 4,571,428 | ||||||||||
Proceeds from issuance of common stock | $ 4,800,000 | ||||||||||
Shares issued, price per share | $ 1.05 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Original Warrants [Member] | |||||||||||
Number of warrants to purchase common stock | 2,971,428 | ||||||||||
Warrants term | 5 years | ||||||||||
Warrants exercise price | $ 1.15 | ||||||||||
Private Exchange Agreements [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||||||
Number of warrants to purchase common stock | 3,200,000 | ||||||||||
Warrants term | 5 years | ||||||||||
Warrants exercise price | $ 1.24 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Feb. 19, 2019 | Sep. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Unrecognized compensation cost related to non-vested stock based compensation | $ 1,600,000 | |||
Stock based compensation cost expected to be recognized, weighted average period | 1 year 1 month 6 days | |||
Research and Development Expense [Member] | ||||
Compensation cost | $ 900,000 | $ 1,500,000 | ||
General and Administrative Expense [Member] | ||||
Compensation cost | 1,400,000 | 3,100,000 | ||
Restricted Stock Awards [Member] | ||||
Compensation cost | $ 4,600,000 | $ 4,600,000 | ||
Equity Stock Awards [Member] | ||||
Number of shares reserved for future issuance | 4,130,886 | |||
Inducement Awards [Member] | ||||
Number of shares reserved for future issuance | 210,006 | |||
Stock Options [Member] | ||||
Inducement option grant, exercise price per share | $ 2 | $ 2.26 | ||
Compensation cost | $ 2,300,000 | $ 2,300,000 | ||
2018 Stock Incentive Plan [Member] | ||||
Equity awards, number of stock authorized | 2,700,000 | |||
Percentage of fair market value of shares | 100.00% | |||
Percentage of outstanding stock determining factor for incentive stock price | 10.00% | |||
Number of shares reserved for future issuance | 4,580,893 | |||
2018 Stock Incentive Plan [Member] | Minimum [Member] | ||||
Number of equity awards available for future issuance | 1,200,000 | |||
Percentage of fair market value of shares | 110.00% | |||
2018 Stock Incentive Plan [Member] | Maximum [Member] | ||||
Number of equity awards available for future issuance | 3,900,000 | |||
Inducement Option Grants [Member] | Five New Employees [Member] | ||||
Inducement option grant, exercise price per share | $ 2.18 | $ 2.77 | ||
Option vested period | 3 years | 3 years | ||
Options expiration period | 10 years | 10 years | ||
Inducement Option Grants [Member] | Five New Employees [Member] | Restricted Stock Awards [Member] | ||||
Number of shares issued | 13,000 | 19,000 | ||
Inducement Option Grants [Member] | Five New Employees [Member] | Common Stock [Member] | ||||
Number of shares issued | 140,004 | 164,004 | ||
2007 Stock Incentive Plan [Member] | ||||
Number of shares reserved for future issuance | 450,007 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number Outstanding, Ending Balance | 3,885,892 | |
Number Outstanding, Exercisable | 2,469,033 | |
Stock Options [Member] | ||
Number Outstanding, Outstanding, Beginning Balance | 3,148,743 | 703,442 |
Number Outstanding, Granted | 1,250,754 | 2,629,004 |
Number Outstanding, Cancelled or expired | (67,355) | (183,703) |
Number Outstanding, Ending Balance | 4,332,142 | 3,148,743 |
Number Outstanding, Exercisable | 2,469,033 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 2.67 | $ 10.34 |
Weighted Average Exercise Price, Granted | 2 | 2.26 |
Weighted Average Exercise Price, Cancelled or expired | 2.50 | 25.96 |
Weighted Average Exercise Price, Outstanding, Ending Balance | 2.63 | $ 2.67 |
Weighted Average Exercise Price, Exercisable | $ 2.98 | |
Weighted Average Remaining Contractual Term (years), Outstanding, Ending Balance | 8 years 6 months | |
Weighted Average Remaining Contractual Term (years), Exercisable | 8 years | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 5,882 | |
Aggregate Intrinsic Value, Exercisable |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Non-vested Restricted Stock Awards (Details) - Restricted Stock Awards [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number Outstanding, Non-vested stock awards outstanding, Beginning Balance | 22,500 | |
Number Outstanding, Non-vested stock awards outstanding, Granted | 29,250 | 35,000 |
Number Outstanding, Non-vested stock awards outstanding, Vested and issued | (5,000) | (6,000) |
Number Outstanding, Non-vested stock awards outstanding, Forfeited | (38,000) | (6,500) |
Number Outstanding, Non-vested stock awards outstanding, Ending Balance | 8,750 | 22,500 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 2.72 | |
Weighted Average Grant Date Fair Value, Granted | 1.99 | 2.71 |
Weighted Average Grant Date Fair Value, Vested and issued | 2.14 | 2.77 |
Weighted Average Grant Date Fair Value, Forfeited | 2.48 | 2.64 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 1.59 | $ 2.72 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Options Outstanding, Number | shares | 3,885,892 |
Options Exercisable, Number | shares | 2,469,033 |
Exercise Price One [Member] | |
Range of Exercise Prices, Upper | $ 5 |
Options Outstanding, Number | shares | 3,821,470 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 4 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.47 |
Options Exercisable, Number | shares | 2,404,611 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 8 years |
Options Exercisable, Weighted Average Exercise Price | $ 2.55 |
Exercise Price Two [Member] | |
Range of Exercise Prices, Upper | 81.90 |
Range of Exercise Prices, Lower | $ 5 |
Options Outstanding, Number | shares | 64,422 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 6 years |
Options Outstanding, Weighted Average Exercise Price | $ 19 |
Options Exercisable, Number | shares | 64,422 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 6 years |
Options Exercisable, Weighted Average Exercise Price | $ 19 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk-free interest rate, minimum | 2.82% | 2.82% |
Risk-free interest rate, maximum | 3.02% | 3.02% |
Expected volatility, minimum | 101.30% | 99.90% |
Expected volatility, maximum | 106.20% | 102.10% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life (in years) | 7 years 6 months | 8 years 6 months |
Maximum [Member] | ||
Expected life (in years) | 9 years 3 months 19 days | 10 years |
Earn-out Milestone Liability (D
Earn-out Milestone Liability (Details Narrative) - USD ($) | Jun. 20, 2014 | Jun. 20, 2014 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 28, 2019 | Sep. 30, 2018 |
Fair value of acquisition consideration | $ 4,500,000 | $ 2,500,000 | ||||||
Warrants to purchase common stock | 1,167,064 | 13,927 | ||||||
Warrant exercise price | $ 0.01 | |||||||
Gain (loss) from change in fair value of earn out milestone liability | $ (3,189,955) | $ (3,630,861) | ||||||
EGEN Inc [Member] | ||||||||
Future earn-out payments | $ 30,400,000 | $ 30,400,000 | ||||||
Fair value of acquisition consideration | $ 13,900,000 | |||||||
Risk adjusted assessment of each milestone | 80.00% | |||||||
Estimated time to achieve the milestone | 1 year 2 months 30 days | |||||||
Warrants to purchase common stock | 200,000 | |||||||
Warrants strike price | $ 0.01 | |||||||
Warrant exercise price | $ 2 | |||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement [Member] | ||||||||
Earnout milestone liability | $ 12,400,000 | |||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement [Member] | 10 Business Days of Achieving Milestone [Member] | ||||||||
Earnout milestone liability | 7,000,000 | |||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | ||||||||
Earnout milestone liability | $ 12,400,000 | |||||||
EGEN Inc [Member] | Fair Value Earnout Milestone Liability [Member] | ||||||||
Fair value of acquisition consideration | 6,200,000 | $ 8,900,000 | $ 12,500,000 | |||||
Gain on non-cash benefit | $ 2,700,000 | $ 3,600,000 | ||||||
Gain (loss) from change in fair value of earn out milestone liability | $ 3,900,000 | |||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement Option Payment 1 [Member] | ||||||||
Risk adjusted assessment of each milestone | 665.00% | |||||||
Gain (loss) from change in fair value of earn out milestone liability | $ 7,000,000 | |||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement Option Payment 2 [Member] | ||||||||
Risk adjusted assessment of each milestone | 35.00% | |||||||
Gain (loss) from change in fair value of earn out milestone liability | $ 12,400,000 | |||||||
EGEN Inc [Member] | Minimum [Member] | ||||||||
Risk adjusted assessment of each milestone | 10.00% | 10.00% | ||||||
Estimated time to achieve the milestone | 1 year 6 months | |||||||
EGEN Inc [Member] | Maximum [Member] | ||||||||
Risk adjusted assessment of each milestone | 67.00% | 67.00% | ||||||
Estimated time to achieve the milestone | 2 years 6 months |
Earn-out Milestone Liability -
Earn-out Milestone Liability - Schedule of Changes in Earn-out Milestone Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Hercules Warrant [Member] | ||
Earn-out liabilities, beginning balance | $ 8,907,664 | $ 12,538,525 |
Non-cash gain from the adjustment for the change in fair value included in net loss | (3,189,955) | (3,630,861) |
Earn-out liabilities, ending balance | $ 5,117,709 | $ 8,907,664 |
Warrants (Details Narrative)
Warrants (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Number of shares, warrant rights | 13,927 | 1,167,064 |
Warrant Exchange Agreements [Member] | ||
Common stock shares issued | 820,714 | |
Investor [Member] | ||
Number of shares, warrant rights | 1,600,000 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of Warrants Issued, Warrants Outstanding, Beginning Balance | 1,593,162 | 3,058,402 |
Number of Warrants Issued, Warrants Issued | 200,000 | 190,114 |
Number of Warrants Issued, Warrants cancelled in exchange for common stock | (1,641,427) | |
Number of Warrants Issued, Warrants Expired | (1,167,064) | (13,927) |
Number of Warrants Issued, Warrants Outstanding, Ending Balance | 626,098 | 1,593,162 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ 5.36 | $ 5.29 |
Weighted Average Exercise Price, Warrants Issued | 0.01 | 2.63 |
Weighted Average Exercise Price, Warrants cancelled in exchange for common stock | 3.04 | |
Weighted Average Exercise Price, Warrants Expired | 6.32 | 226.24 |
Weighted Average Exercise Price, Warrants Outstanding and Exercisable, Ending Balance | $ 1.87 | $ 5.36 |
Aggregate Intrinsic Value of Outstanding Warrants | $ 340,000 | |
Weighted average remaining contractual terms (years) | 1 year 10 months 14 days |
Warrants - Schedule of Weighted
Warrants - Schedule of Weighted Average Remaining Contractual Terms (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants Issued | 200,000 | 190,114 |
Number of Warrants Issued, Warrants Outstanding, Ending Balance | 626,098 | 1,593,162 |
All Other Warrants [Member] | ||
Weighted Average Exercise Price | $ 2.74 | |
Weighted Average Contractual Terms Remaining (in years) | 5 years 3 months 19 days | |
Number of Warrants Issued, Warrants Outstanding, Ending Balance | 426,098 | |
EGWU, Inc [Member] | ||
Number of Warrants Issued | 200,000 | |
Weighted Average Exercise Price | $ 0.01 | |
Weighted Average Contractual Terms Remaining (in years) | 0 years |
Celsion Employee Benefit Plans
Celsion Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | ||
Maximum annual contributions per employee, percent | 3.00% | |
Matching contributions of employee | $ 105,999 | $ 105,999 |
Discretionary contribution | $ 181,999 | |
Discretionary contribution, rate | 6.00% |
Leases (Details Narrative)
Leases (Details Narrative) | Jan. 02, 2019USD ($) | Jan. 31, 2018USD ($)ft² | Jul. 31, 2011ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Lease description | In 2011, the Company executed a lease (the "Lease") with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. | ||||
Area of land | ft² | 10,870 | ||||
Lease, term of contract | 66 months | ||||
Lease expiration date | Apr. 30, 2017 | ||||
Lease, renewal term | 64 months | ||||
Lease, option to extend | The 1st Lease Amendment extended the term of the agreement for an additional 64 months, reduced the premises to 7,565 square feet, reduced the monthly rent and provided four months free rent. The monthly rent ranged from approximately $18,900 in the first year to approximately $20,500 in the final year of the 1st Lease Amendment. The Company also had a one-time option to cancel the lease as of the 40th month after the commencement date of the 1st Lease Amendment and must provide the landlord notice by the 28th month of the lease. Effective January 9, 2019, the Company amended the current terms of the 1st Lease Amendment to increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023. In conjunction with this 2nd Lease Amendment, we agreed to modify our one-time option to cancel the lease as of the end of August 2021 and we must provide notice to the landlord by the end of August 2020. The monthly rent will range from approximately $25,035 in the first year to approximately $27,088 in the final year of the 2nd Lease Amendment. | ||||
ROU asset | $ 400,000 | $ 1,431,640 | |||
Operating lease liabilities | 1,900,000 | 1,531,450 | |||
Other liabilities | 100,000 | ||||
Increased ROU asset | $ 1,800,000 | 1,797,561 | |||
Operating lease costs | 450,430 | ||||
Operating lease expense | 485,848 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
ROU asset | 1,400,000 | ||||
Operating lease liabilities | 1,500,000 | ||||
Other liabilities | 100,000 | ||||
1st Lease Amendment [Member] | First Year [Member] | |||||
Lease, rent payment | 18,900 | ||||
1st Lease Amendment [Member] | Final Year [Member] | |||||
Lease, rent payment | 20,500 | ||||
2nd Lease Amendment [Member] | First Year [Member] | |||||
Lease, rent payment | 25,035 | ||||
2nd Lease Amendment [Member] | Final Year [Member] | |||||
Lease, rent payment | 27,088 | ||||
EGEN Asset Purchase Agreement [Member] | |||||
Lease description | In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month. | ||||
Area of land | ft² | 11,500 | ||||
Lease, rent payment | $ 18,100 | ||||
60 Month Lease [Member] | |||||
Area of land | ft² | 9,049 | ||||
Operating Leases [Member] | |||||
Operating lease expense | 522,380 | ||||
Cash paid for operating leases, including operating cash flows | $ 457,321 |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | ||
2020 | $ 525,809 | |
2021 | 530,734 | |
2022 | 535,579 | |
2023 | 233,117 | |
2024 and thereafter | ||
Subtotal future lease payments | 1,825,239 | |
Less imputed interest | (293,790) | |
Total lease liabilities | $ 1,531,450 | $ 1,900,000 |
Weighted average remaining life | 3 years 5 months 12 days | |
Weighted average discount rate | 9.98% |
Licenses of Intellectual Prop_2
Licenses of Intellectual Property and Patents (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019USD ($)Integershares | Dec. 31, 2018USD ($)shares | Jan. 31, 2003USD ($)shares | |
Common stock, shares, issued | shares | 23,256,152 | 18,832,168 | |
Common stock, value, issued | $ | $ 232,562 | $ 188,322 | |
Number of trademark protection application pending for thermo dox | Integer | 14 | ||
License Agreement [Member] | Duke University [Member] | |||
Number of days before issuance factoring into average closing price | 20 days | ||
Amount of time after effective date of license agreement for registration rights to take place | 1 year | ||
Common stock, shares, issued | shares | 253,691 | ||
Common stock, value, issued | $ | $ 2,200,000 |
Technology Development and Li_2
Technology Development and Licensing Agreements (Details Narrative) - Hisun [Member] | Jan. 18, 2013USD ($) |
Non-refundable research and development fee | $ 5,000,000 |
Deferred revenue | $ 5,000,000 |
Deferred revenue amortization period | 10 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - February 2020 Offering [Member] | Feb. 27, 2020USD ($)shares |
Sale of common stock, shares | shares | 4,600,000 |
Proceeds from offering | $ | $ 4,800,000 |