Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-15911 | |
Entity Registrant Name | CELSION CORPORATION | |
Entity Central Index Key | 0000749647 | |
Entity Tax Identification Number | 52-1256615 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 997 Lenox Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Lawrenceville | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08648 | |
City Area Code | (609) | |
Local Phone Number | 896-9100 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | CLSN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,098,741 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 28,362,139 | $ 19,586,272 |
Investment in debt securities - available for sale, at fair value | 12,943,814 | 29,803,095 |
Accrued interest receivable on investment securities | 15,646 | 108,844 |
Advances and deposits on clinical programs and other current assets | 2,544,885 | 2,447,413 |
Total current assets | 43,866,484 | 51,945,624 |
Property and equipment (at cost, less accumulated depreciation and amortization) | 487,530 | 477,011 |
Other assets: | ||
Money market investments, restricted cash | 6,000,000 | 6,000,000 |
Deferred income tax asset | 1,383,446 | |
In-process research and development, net | 13,366,234 | 13,366,234 |
Operating lease right-of-use assets, net | 562,377 | 690,995 |
Deposits and other assets | 58,761 | 183,489 |
Total other assets | 19,987,372 | 21,624,164 |
Total assets | 64,341,386 | 74,046,799 |
Current liabilities: | ||
Accounts payable – trade | 3,473,524 | 2,547,251 |
Other accrued liabilities | 2,283,513 | 3,173,537 |
Operating lease liability - current portion | 516,545 | 548,870 |
Deferred revenue - current portion | 375,000 | 500,000 |
Total current liabilities | 6,648,582 | 6,769,658 |
Earn-out milestone liability | 5,396,000 | 5,396,000 |
Notes payable – non-current portion, net of deferred financing costs | 5,899,776 | 5,854,461 |
Operating lease liability - non-current portion | 131,819 | 230,749 |
Total liabilities | 18,076,177 | 18,250,868 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at March 31, 2022 and December 31, 2021) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 5,770,489 and 5,770,538 shares issued at March 31, 2022 and December 31, 2021, respectively; and 5,770,467 and 5,770,516 shares outstanding at March 31, 2022 and December 31, 2021, respectively) | 57,705 | 57,705 |
Additional paid-in capital | 389,595,593 | 388,600,979 |
Accumulated other comprehensive loss | (58,978) | (7,974) |
Accumulated deficit | (343,243,923) | (332,769,591) |
Total stockholders’ equity before treasury stock | 46,350,397 | 55,881,119 |
Treasury stock, at cost (22 shares at March 31, 2022 and December 31, 2021) | (85,188) | (85,188) |
Total stockholders’ equity | 46,265,209 | 55,795,931 |
Total liabilities and stockholders’ equity | $ 64,341,386 | $ 74,046,799 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 5,770,489 | 5,770,538 |
Common stock, shares outstanding | 5,770,467 | 5,770,516 |
Treasury stock, shares | 22 | 22 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Technology development and licensing revenue | $ 125,000 | $ 125,000 |
Operating expenses: | ||
Research and development | 3,095,420 | 2,571,573 |
General and administrative | 2,871,557 | 2,936,771 |
Total operating expenses | 5,966,977 | 5,508,344 |
Loss from operations | (5,841,977) | (5,383,344) |
Other income (expense): | ||
Loss from change in valuation of earn-out milestone liability | (151,000) | |
Investment income | 12,104 | 2,411 |
Interest expense on preferred stock | (4,551,567) | |
Interest expense on loan facility | (94,690) | (157,614) |
Other income | 1,798 | 544 |
Total other income (expense), net | (4,632,355) | (305,659) |
Net loss | $ (10,474,332) | $ (5,689,003) |
Net loss per common share | ||
Basic and diluted | $ (1.82) | $ (3.31) |
Weighted average shares outstanding | ||
Basic and diluted | 5,770,467 | 1,720,290 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (10,474,332) | $ (5,689,003) |
Changes in: | ||
Reclassification of realized loss on debt securities recognized in investment income, net | 2,338 | |
Unrealized (loss) gain on investment securities | (53,342) | 1,785 |
Other comprehensive (loss) income | (51,004) | 1,785 |
Comprehensive loss | $ (10,525,336) | $ (5,687,218) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (10,474,332) | $ (5,689,003) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 173,989 | 190,595 | |
Change in fair value of earn-out milestone liability | 151,000 | ||
Recognition of deferred revenue | (125,000) | (125,000) | |
Stock-based compensation | 994,614 | 1,579,326 | |
Deferred income tax asset | 1,383,446 | 1,845,823 | |
Amortization of deferred finance charges and debt discount associated with notes payable | 45,315 | 37,301 | |
Net changes in: | |||
Accrued interest on investment securities | 93,198 | ||
Receivable on sale of net operating losses | (1,845,823) | ||
Advances, deposits, and other current assets | 27,256 | 17,500 | |
Accounts payable and accrued liabilities | (95,006) | (898,581) | |
Net cash used in operating activities: | (7,976,520) | (4,736,862) | |
Cash flows from investing activities: | |||
Purchases of investment securities | (2,966,723) | (14,998,260) | |
Proceeds from sale and maturity of investment securities | 19,775,000 | ||
Purchases of property and equipment | (55,890) | (126,597) | |
Net cash provided by (used in) investing activities | 16,752,387 | (15,124,857) | |
Cash flows from financing activities: | |||
Proceeds from redeemable convertible preferred stock offering | 28,500,000 | ||
Payment upon redemption of redeemable convertible preferred stock | (28,500,000) | ||
Proceeds from sale of common stock equity, net of issuance costs | 38,943,478 | ||
Proceeds from exercise of common stock warrants | 1,508,666 | ||
Proceeds from exercise of options to purchase common stock | 4,725 | ||
Net cash provided by financing activities | 40,456,869 | ||
Net change in cash, cash equivalents and restricted cash | 8,775,867 | 20,595,150 | |
Cash, cash equivalents and restricted cash at beginning of period | 25,586,272 | 17,164,177 | $ 17,164,177 |
Cash, cash equivalents and restricted cash at end of period | 34,362,139 | 37,759,327 | $ 25,586,272 |
Supplemental disclosures of cash flow information: | |||
Interest paid on note payable and redemption of convertible redeemable preferred stock | (4,211,856) | (120,313) | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows from lease payments | 149,573 | 130,595 | |
Realized and unrealized (losses) gains, net, on investment securities | $ (51,004) | $ 1,785 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning Balance at Dec. 31, 2020 | $ 27,134 | $ 330,669,476 | $ (85,188) | $ (312,000,341) | $ 18,611,081 | |
Beginning Balance, shares at Dec. 31, 2020 | 2,713,402 | 22 | ||||
Net loss | (5,689,003) | (5,689,003) | ||||
Realized and unrealized gains and losses, net, on investments securities | 1,785 | 1,785 | ||||
Stock-based compensation expense | 1,579,326 | 1,579,326 | ||||
Sale of equity through equity financing facilities | $ 22,063 | 38,921,415 | 38,943,478 | |||
Sale of equity through equity financing facilities, shares | 2,206,272 | |||||
Shares issued upon exercise of common stock warrants, net of fees | $ 811 | 1,507,855 | 1,508,666 | |||
Shares issued upon exercise of common stock warrants, net of fees | 81,111 | |||||
Shares issued upon exercise of options to purchase common stock | $ 5 | 4,720 | 4,725 | |||
Shares issued upon exercise of options to purchase common stock, shares | 500 | |||||
Ending Balance at Mar. 31, 2021 | $ 50,013 | 372,682,792 | $ (85,188) | 1,785 | (317,689,344) | 54,960,058 |
Ending Balance, shares at Mar. 31, 2021 | 5,001,285 | 22 | ||||
Beginning Balance at Dec. 31, 2020 | $ 27,134 | 330,669,476 | $ (85,188) | (312,000,341) | 18,611,081 | |
Beginning Balance, shares at Dec. 31, 2020 | 2,713,402 | 22 | ||||
Ending Balance at Dec. 31, 2021 | $ 57,705 | 388,600,979 | $ (85,188) | (7,974) | (332,769,591) | 55,795,931 |
Ending Balance, shares at Dec. 31, 2021 | 5,770,516 | 22 | ||||
Net loss | (10,474,332) | (10,474,332) | ||||
Net effect of reverse stock split | (49) | |||||
Realized and unrealized gains and losses, net, on investments securities | (51,004) | (51,004) | ||||
Stock-based compensation expense | 994,614 | 994,614 | ||||
Ending Balance at Mar. 31, 2022 | $ 57,505 | $ 389,595,593 | $ (85,188) | $ (58,978) | $ (343,243,923) | $ 46,265,209 |
Ending Balance, shares at Mar. 31, 2022 | 5,770,467 | 22 |
Business Description
Business Description | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Business Description | Note 1. Business Description Celsion Corporation (“Celsion” and the “Company”) is a fully integrated, clinical stage biotechnology company focused on advancing a portfolio of innovative treatments including DNA-based immunotherapies, next generation vaccines and directed chemotherapies through clinical trials and eventual commercialization. The Company’s product pipeline includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian cancer and ThermoDox ® |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, CLSN Laboratories, Inc. and Celsion, GmbH, have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. During the quarter, there have been no changes to the Company’s accounting policies. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the three-month periods ended March 31, 2022 and 2021 are not necessarily indicative of the results that may be expected for any other interim period(s) or for any full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (SEC) on March 31, 2022. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. The Company continues to monitor the impact of the COVID-19 pandemic on its financial condition and results of operations, along with the valuation of its long-term assets, intangible assets, and goodwill. The effect of this matter could potentially have an impact on the valuation of such assets in the future. The COVID-19 pandemic is discussed in more detail in Note 3 to the financial statements. |
Financial Condition and Busines
Financial Condition and Business Plan | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Condition and Business Plan | Note 3. Financial Condition and Business Plan Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s product candidates, and applications and submissions to the U.S. Food and Drug Administration. The Company has not generated significant revenue and has incurred significant net losses in each year since our inception. As of March 31, 2022, the Company has incurred approximately $ 343 47.3 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. In January 2020, the World Health Organization 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 has spread to over 200 countries, including the U.S. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations during 2021 or thus far in 2022 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. The Company’s 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 U.S. 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 continues to monitor 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, if any, is not readily determinable as of the date of the 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. On July 13, 2020, the Company announced that it has received a recommendation from the independent DMC to consider stopping the global Phase III OPTIMA Study of ThermoDox ® Since 2018, the Company has annually submitted applications to sell a portion of the Company’s State of New Jersey net operating losses 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 New Jersey NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. In 2018 and 2019, the Company sold cumulative New Jersey NOLs from 2011 to 2018 totalling $ 13 12.2 1.5 2.0 1.4 1.9 15 20 3.5 In June 2018, the Company entered into a Credit Agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $ 10 Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625 April 1, 2023 5 10 0.2 5 10 6 6 4 3.25 With $ 47.3 7.0 3.5 The Company has based its estimates 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 sale of the Company’s New Jersey NOLs 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. See Note 12 for a discussion of the Company’s issuance and redemption of Series A Preferred Stock and Series B Preferred Stock as well as receiving gross proceeds of $ 7.0 1.3 |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 4. New 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 condensed consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In connection with the upcoming elimination of the London Inter-bank Offered Rate, (“LIBOR”) and other reference interest rates, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Reform on Financial Reporting In May 2021, the FASB issued ASU No. 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)”. This ASU is intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as: (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The amendments in this ASU affect all entities that issue freestanding written call options that are classified in equity. The amendments do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic and do not affect a holder’s accounting for freestanding call options. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted this standard during the first quarter of 2022. The adoption of ASU 2021-04 did not have an impact on the Company’s consolidated financial statements since the Company has not modified its freestanding call options. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Restricted Cash | Note 5. Restricted Cash As a condition of the $ 10 the Company is required at all times to maintain on deposit with SVB as cash collateral in a segregated money market bank account in the name of the Company, unrestricted and unencumbered cash (other than a lien in favor of SVB) in an amount of at least 100% of the aggregate outstanding amount of the SVB loan facility. SVB may restrict withdrawals or transfers by or on behalf of the Company that would violate this requirement. 6.0 The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the condensed statements of cash flows: Schedule of Cash and Cash Equivalents and Restricted Cash March 31, 2022 December 31, 2021 Cash and cash equivalents $ 28,362,139 $ 19,586,272 Money market investments, restricted 6,000,000 6,000,000 Total $ 34,362,139 $ 25,586,272 |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 6. Net Loss per Common Share Basic loss per share is calculated based upon the net loss available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated after adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of preferred stock, options and warrants and their equivalents are computed using the treasury stock method. The total number of shares of common stock issuable upon exercise of warrants, stock option grants and equity awards were 836,097 611,181 |
Investment in Debt Securities-A
Investment in Debt Securities-Available for Sale | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Debt Securities-Available for Sale | Note 7. Investment in Debt Securities-Available for Sale Investments in debt securities available for sale with a fair value of $ 12,943,814 29,803,095 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: Schedule of Cost, Fair Value and Maturities of Short Term Investments March 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ 10,005,175 $ 9,946,424 $ 14,786,982 $ 14,778,705 Corporate debt securities 2,997,617 2,997,390 15,024,087 15,024,390 Total $ 13,002,792 $ 12,943,814 $ 29,811,069 $ 29,803,095 March 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 2,997,617 $ 2,997,390 $ 19,798,177 $ 19,799,835 Between 3-12 months 10,005,175 9,946,424 10,012,892 10,003,260 Total $ 13,002,792 $ 12,943,814 $ 29,811,069 $ 29,803,095 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 March 31, 2022 and December 31, 2021. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. Summary of Investment Securities Gross Unrealized Gains (Losses) March 31, 2022 December 31, 2021 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ - $ - $ 8,999,580 $ 3,499 Investments in debt securities with unrealized losses 12,943,814 (58,978 ) 20,803,515 (11,473 ) Total $ 12,943,814 $ (58,978 ) $ 29,803,095 $ (7,974 ) Investment (loss) income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Summary of Investment Income 2022 2021 Three Months Ended March 31, 2022 2021 Interest and dividends accrued and paid $ 14,442 $ 2,411 Realized losses (2,338 ) – Investment income net $ 12,104 $ 2,411 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8. Fair Value Measurements FASB ASC Section 820, Fair Value Measurements and Disclosures 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 2022 and 2021. 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 three-months ended March 31, 2021 or during the year ended December 31, 2021. 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 14). Assets and liabilities measured at fair value are summarized below: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2022 Corporate debt securities, available for sale $ 12,943,814 $ – $ – $ 12,943,814 Non-recurring items as of March 31, 2022 In-process R&D (Note 9) $ 13,366,234 $ – $ – $ 13,366,234 Recurring items as of December 31, 2021 Corporate debt securities, available for sale $ 29,803,095 $ – $ – $ 29,803,095 Non-recurring items as of December 31, 2021 In-process R&D (Note 9) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of March 31, 2022 Earn-out milestone liability (Note 14) $ 5,396,000 $ – $ – $ 5,396,000 Recurring items as of December 31, 2021 Earn-out milestone liability (Note 14) $ 5,396,000 $ – $ – $ 5,396,000 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9. Intangible Assets In June 2014, the Company completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation (“EGEN”), which changed its company name to EGWU, Inc. after the closing of the acquisition (the “EGEN Acquisition”). 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 The Company’s ovarian cancer indication, with original value of $ 13.3 no 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 would 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 7 56,829 Goodwill The purchase price exceeded the estimated fair value of the net assets acquired by approximately $ 2.0 2.0 2.0 Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2022: Schedule of Fair Value of Assets Acquired IPR&D For the three-months ended March 31, 2022 Balance at January 1, 2022, net $ 13,366,234 Impairment - Balance at March 31, 2002, net $ 13,366,234 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 10. Accrued Liabilities Other accrued liabilities at March 31, 2022 and December 31, 2021 include the following: Schedule of Other Accrued Liabilities March 31, 2022 December 31, 2021 Amounts due to contract research organizations and other contractual agreements $ 1,289,356 $ 1,401,356 Accrued payroll and related benefits 849,178 1,636,727 Accrued interest 17,417 16,792 Accrued professional fees 96,150 87,250 Other 31,412 31,412 Total $ 2,283,513 $ 3,173,537 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 11. Notes Payable The SVB Loan Facility On June 18, 2021, the Company entered into a $ 10 6 6.0 4 The SVB Loan Facility is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 3.25 3 10 Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date In connection with the SVB Loan Facility, the Company incurred financing fees and expenses totalling $ 243,370 3.0 300,000 49,375 45,315 Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility: Schedule of Future Principle Payments, Net of Unamortized Debt Discounts For the year ending March 31, 2023 $ – 2024 2,250,000 2025 3,000,000 2026 and thereafter 750,000 Subtotal of future principal payments 6,000,000 Unamortized debt premium, net (100,224 ) Total $ 5,899,776 Horizon Credit Agreement On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $ 10 10 5 5 On June 18, 2021, as a condition of entering into the SVB Loan Facility, the Company paid the remaining outstanding principal balance, an early termination fee and the end of term charges in full satisfaction of the Horizon Credit Agreement, as amended. Following is a schedule of the amounts paid to Horizon on June 18, 2021. Schedule of Debt Principal balance at June 18, 2021 $ 5,000,000 Early termination fees 150,000 End of term charges 275,000 Total $ 5,425,000 As an initial fee in connection with the Horizon Credit Agreement, Celsion issued Horizon warrants exercisable for a total of 12,674 39.45 6,337 15.15 16,501 6,337 39.45 The Company valued the warrants issued to Horizon using the Black-Scholes option pricing model and recorded as of the respective issuance dates a total of $ 507,116 247,548 During the three-month period ended March 31, 2021, the Company incurred $ 120,313 37,301 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 12. Stockholders’ Equity In September 2018, the Company filed with the SEC a $ 75 On March 19, 2021, the Company filed with the SEC a new $ 100 Reverse Stock Split On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged The reverse stock split was previously approved by the Company’s stockholders at the 2022 Special Meeting held on February 24, 2022, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation. The primary reasons for the reverse stock split and the amendment were: ● To provide the Company with the ability to support its future anticipated growth and would provide greater flexibility to consider and respond to future business opportunities and needs as they arise, including equity financings and stock-based acquisitions of new technology and product development candidates. The availability of additional shares of Common Stock would permit the Company to undertake certain of the foregoing actions without delay and expense associated with holding a Special Meeting of Stockholders to obtain stockholder approval each time such an opportunity arises that would require the issuance of shares of our Common Stock; and, ● To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December 2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May 31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period Immediately prior to the reverse stock split, the Company had 86,557,736 5,770,467 The amount of the Company’s outstanding convertible preferred stock were not affected by the reverse stock split. 6.6 0.4 2.5 0.2 Capital on Demand TM On December 4, 2018, the Company entered into the Capital on Demand Agreement with JonesTrading, pursuant to which the Company may offer and sell, from time to time, through JonesTrading shares of Common Stock having an aggregate offering price of up to $ 16.0 During 2020, the Company sold and issued an aggregate of 0.3 6.2 0.5 6.9 January 2021 Registered Direct Offering On January 22, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “January 2021 Offering”), an aggregate of 1,728,395 20.25 35 In connection with the January 2021 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP,” and together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500 March 2021 Registered Direct Offering On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “March 2021 Offering”), an aggregate of 769,230 19.50 15 In connection with the March 2021 Offering, the Company entered into a placement agent agreement (the “March 2021 Placement Agent Agreement”) with AGP, as lead placement agent (together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”), pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500 Under the March 2021 Purchase Agreement and March 2021 Placement Agent Agreement, the Company and its subsidiaries were prohibited, for a period of 90 days after the closing, from entering into any agreement to issue or announcing any issuance or proposed issuance of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive common stock without the prior written consent of AGP or the investors participating in the offering. For purposes of this offering, AGP and the investors from the Company’s January 2021 Offering waived a similar 90-day restriction in the placement agent agreement and purchase agreement for that transaction. Series A and Series B Convertible Redeemable Preferred Stock Offering On January 10, 2022, the Company entered into a Securities Purchase Agreement (the “Preferred Stock Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Preferred Offerings”), (i) 50,000 0.01 50,000 0.01 285 300 14.25 28.50 300 13.65 1,098,901 300 15.00 1,000,000 The Company held a special meeting of stockholders to consider an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the outstanding shares of common stock (“Common Stock”) by a ratio to be determined by the Board of Directors of the Company (the “Reverse Stock Split”), ranging from 7-to-1 to, 10-to-1, 12-to-1 or 15-to-1. The investors of the Preferred Stock Purchase Agreement had agreed to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the Reverse Stock Split, to vote the shares of the Series A Preferred Stock purchased in the Preferred Offerings in favor of such Amendment and to vote the shares of the Series B Preferred Stock purchased in the Preferred Offerings in a manner that “mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Preferred Stock are voted on the Reverse Stock Split and the Amendment. Pursuant to the Preferred Stock Purchase Agreement, the Company filed two certificates of designation (the “Certificates of Designation”) with the Secretary of the State of Delaware designating the rights, preferences and limitations of the shares of Preferred Stock. The Certificates of Designation provided, in particular, that the Preferred Stock had no voting rights, other than the right to vote as a class on certain specified matters, except that (i) each share of Series A Preferred Stock had the right to vote, on an as converted basis, on the Reverse Stock Split (together with the Company’s Common Stock and the Series B Preferred Stock as a single class), and (ii) each share of Series B Preferred Stock had the right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse Stock Split The holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The Preferred Stock was convertible into shares of Common Stock at a rate of $ 13.65 15.00 Each holder of the Preferred Stock had the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the earlier of receipt of stockholder approval of the Reverse Stock Split or of 90 days following the original issue date until 120 days following the original issue date, the “Redemption Date,” in cash at a redemption price equal to 105% of the stated value plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) up to, but excluding, the Redemption Date. In connection with the Preferred Offerings, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with AGP in which the Company paid $ 1,000,000 110,000 On March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $ 300 50,000 Series A Preferred Stock and its 50,000 The Series A Preferred Stock and Series B Preferred Stock were recorded as a liability on the condensed consolidated balance sheet during the first quarter of 2022 until the preferred shares were redeemed during the same quarter. The Company recognized $ 4,551,567 3,000,000 1,110,000 441,567 The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and AGP, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 13. 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 180,000 80,000 260,000 166,667 426,667 513,333 940,000 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 10,933 9,332 1,266 8,666 41.55 32.70 three years As of March 31, 2022, there were a total of 946,454 658,246 288,208 9,336 A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2022 is presented below: Summary of Stock Option Awards and Restricted Stock Grants Stock Options Restricted Stock Awards Weighted Average Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2022 441,425 $ 38.49 1,481 $ 12.36 Equity awards granted 224,276 $ 4.60 400 $ 4.60 Equity awards outstanding at March 31, 2022 665,701 $ 27.07 1,881 $ 10.71 8.0 Aggregate intrinsic value of outstanding equity awards at March 31, 2022 $ 103,167 $ 20,145 Equity awards exercisable at March 31, 2022 419,559 $ 33.22 7.5 Aggregate intrinsic value of equity awards exercisable at March 31, 2022 $ 34,304 Total compensation cost related to stock options and restricted stock awards amounted to approximately $ 1.0 1.6 0.4 0.6 0.6 1.0 As of March 31, 2022, there was $ 1.7 1.2 4.16 2.03 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: Schedule of Assumptions Used to Determine Fair Value of Options Granted Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.74 % 1.64 1.74 % Expected volatility 108.5 % 106.8 112.5 % Expected life (in years) 8.5 9.0 7.5 10.0 Expected dividend yield - % - % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant. |
Earn-Out Milestone Liability
Earn-Out Milestone Liability | 3 Months Ended |
Mar. 31, 2022 | |
Earn-out Milestone Liability | |
Earn-Out Milestone Liability | Note 14. Earn-Out Milestone Liability On March 28, 2019, the Company and EGWU, Inc. entered into an amendment to its purchase agreement (“Amended Asset Purchase Agreement”), whereby payment of the earnout milestone liability related to the Ovarian Cancer Indication of $ 12.4 a) $ 7.0 b) $ 12.4 As of March 31, 2022 and December 31, 2021, the Company fair valued the earn-out milestone liability at $ 5.4 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
Warrants | Note 15. Warrants Following is a summary of all warrant activity for the three-months ended March 31, 2022: Summary of Warrant Activity Warrants Number of Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2021 175,792 $ 20.96 Warrants expired during the three months ended March 31, 2022 (7,273 ) $ 48.30 Warrants outstanding at March 31, 2022 168,519 $ 19.78 Aggregate intrinsic value of outstanding warrants at March 31, 2022 $ - Weighted average remaining contractual terms at March 31, 2022 3.8 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | Note 16. 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 66 April 30, 2017 st 18,900 20,500 st st 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 25,035 27,088 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 9,049 18,100 22 2,197 5,500 The Company 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. Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2022: Schedule of Lease Payments and Maturity of Operating Lease Liabilities Remainder of 2022 $ 451,922 2023 238,609 2024 and thereafter - Subtotal future lease payments 690,531 Less imputed interest (42,167 ) Total lease liabilities $ 648,364 Weighted average remaining life 1.2 Weighted average discount rate 9.98 % For the three-month period ended March 31, 2022, operating lease expense was $ 146,936 149,573 130,595 131,863 |
Technology Development and Lice
Technology Development and Licensing Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Technology Development And Licensing Agreements | |
Technology Development and Licensing Agreements | Note 17. 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 ® ® ® ® ® ® 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 ® ® ® 5.0 10 ® On July 19, 2013, the Company and Hisun entered into a Memorandum of Understanding to pursue ongoing cooperation for the continued clinical development of ThermoDox ® ® Among the key provisions of the Celsion-Hisun Memorandum of Understanding are: ● Hisun will provide the Company with internal resources necessary to complete the technology transfer of the Company’s proprietary manufacturing process and the production of registration batches for the China territory; ● Hisun will coordinate with the Company around the clinical and regulatory approval activities for ThermoDox ® ● Hisun will be granted a right of first ® ® On August 8, 2016, the Company signed a Technology Transfer, Manufacturing and Commercial Supply Agreement (“GEN-1 Agreement”) with Hisun to pursue an expanded partnership for the technology transfer relating to the clinical and commercial manufacture and supply of GEN-1, Celsion’s proprietary gene mediated, IL-12 immunotherapy, for the greater China territory, with the option to expand into other countries in the rest of the world after all necessary regulatory approvals are in effect. The GEN-1 Agreement will help to support supply for both ongoing and planned clinical studies in the U.S., and for potential future studies of GEN-1 in China. GEN-1 is currently being evaluated by Celsion in first line ovarian cancer patients. Key provisions of the GEN-1 Agreement are as follows: ● the GEN-1 Agreement has targeted unit costs for clinical supplies of GEN-1 that are substantially competitive with the Company’s current suppliers; ● once approved, the cost structure for GEN-1 will support rapid market adoption and significant gross margins across global markets; ● Celsion will provide Hisun a certain percentage of China’s commercial unit demand, and separately of global commercial unit demand, subject to regulatory approval; ● Hisun and Celsion will commence technology transfer activities relating to the manufacture of GEN-1, including all studies required by CHINA FDA for site approval; and ● Hisun will collaborate with Celsion around the regulatory approval activities for GEN-1 with the CHINA FDA. A local China partner affords Celsion access to accelerated CHINA FDA review and potential regulatory exclusivity for the approved indication. The Company evaluated the Hisun arrangement in accordance with ASC 606 and determined that its performance obligations under the agreement include the non-exclusive, royalty-free license, research and development services to be provided by the Company, and its obligation to serve on a joint committee. The Company concluded that the license was not distinct since its value is closely tied to the ongoing research and development activities. As such, the license and the research and development services are bundled as a single performance obligation. Since the provision of the license and research and development services are considered a single performance obligation, the $ 5,000,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleges that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s product candidates, ThermoDox®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Spar Individual Defendants. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno et al. ®. In August 2021, a complaint regarding a corporate books and records demand was filed against the Company in the Court of Chancery of the State of Delaware, captioned Pacheco v. Celsion Corporation |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events The Company has evaluated events subsequent to the date of the balance sheet through May 15, 2022. On April 6, 2022, the Company entered into a Securities Purchase Agreement (the “April 2022 Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “April 2022 Offering”), an aggregate of 1,328,274 5.27 7.0 6.5 50,000 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the condensed statements of cash flows: Schedule of Cash and Cash Equivalents and Restricted Cash March 31, 2022 December 31, 2021 Cash and cash equivalents $ 28,362,139 $ 19,586,272 Money market investments, restricted 6,000,000 6,000,000 Total $ 34,362,139 $ 25,586,272 |
Investment in Debt Securities_2
Investment in Debt Securities-Available for Sale (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [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: Schedule of Cost, Fair Value and Maturities of Short Term Investments March 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ 10,005,175 $ 9,946,424 $ 14,786,982 $ 14,778,705 Corporate debt securities 2,997,617 2,997,390 15,024,087 15,024,390 Total $ 13,002,792 $ 12,943,814 $ 29,811,069 $ 29,803,095 March 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 2,997,617 $ 2,997,390 $ 19,798,177 $ 19,799,835 Between 3-12 months 10,005,175 9,946,424 10,012,892 10,003,260 Total $ 13,002,792 $ 12,943,814 $ 29,811,069 $ 29,803,095 |
Summary of Investment Securities Gross Unrealized Gains (Losses) | 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 March 31, 2022 and December 31, 2021. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. Summary of Investment Securities Gross Unrealized Gains (Losses) March 31, 2022 December 31, 2021 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ - $ - $ 8,999,580 $ 3,499 Investments in debt securities with unrealized losses 12,943,814 (58,978 ) 20,803,515 (11,473 ) Total $ 12,943,814 $ (58,978 ) $ 29,803,095 $ (7,974 ) |
Summary of Investment Income | Investment (loss) income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Summary of Investment Income 2022 2021 Three Months Ended March 31, 2022 2021 Interest and dividends accrued and paid $ 14,442 $ 2,411 Realized losses (2,338 ) – Investment income net $ 12,104 $ 2,411 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value are summarized below: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2022 Corporate debt securities, available for sale $ 12,943,814 $ – $ – $ 12,943,814 Non-recurring items as of March 31, 2022 In-process R&D (Note 9) $ 13,366,234 $ – $ – $ 13,366,234 Recurring items as of December 31, 2021 Corporate debt securities, available for sale $ 29,803,095 $ – $ – $ 29,803,095 Non-recurring items as of December 31, 2021 In-process R&D (Note 9) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of March 31, 2022 Earn-out milestone liability (Note 14) $ 5,396,000 $ – $ – $ 5,396,000 Recurring items as of December 31, 2021 Earn-out milestone liability (Note 14) $ 5,396,000 $ – $ – $ 5,396,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Fair Value of Assets Acquired | Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2022: Schedule of Fair Value of Assets Acquired IPR&D For the three-months ended March 31, 2022 Balance at January 1, 2022, net $ 13,366,234 Impairment - Balance at March 31, 2002, net $ 13,366,234 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at March 31, 2022 and December 31, 2021 include the following: Schedule of Other Accrued Liabilities March 31, 2022 December 31, 2021 Amounts due to contract research organizations and other contractual agreements $ 1,289,356 $ 1,401,356 Accrued payroll and related benefits 849,178 1,636,727 Accrued interest 17,417 16,792 Accrued professional fees 96,150 87,250 Other 31,412 31,412 Total $ 2,283,513 $ 3,173,537 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principle Payments, Net of Unamortized Debt Discounts | Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility: Schedule of Future Principle Payments, Net of Unamortized Debt Discounts For the year ending March 31, 2023 $ – 2024 2,250,000 2025 3,000,000 2026 and thereafter 750,000 Subtotal of future principal payments 6,000,000 Unamortized debt premium, net (100,224 ) Total $ 5,899,776 |
Schedule of Debt | Schedule of Debt Principal balance at June 18, 2021 $ 5,000,000 Early termination fees 150,000 End of term charges 275,000 Total $ 5,425,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Awards and Restricted Stock Grants | A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2022 is presented below: Summary of Stock Option Awards and Restricted Stock Grants Stock Options Restricted Stock Awards Weighted Average Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2022 441,425 $ 38.49 1,481 $ 12.36 Equity awards granted 224,276 $ 4.60 400 $ 4.60 Equity awards outstanding at March 31, 2022 665,701 $ 27.07 1,881 $ 10.71 8.0 Aggregate intrinsic value of outstanding equity awards at March 31, 2022 $ 103,167 $ 20,145 Equity awards exercisable at March 31, 2022 419,559 $ 33.22 7.5 Aggregate intrinsic value of equity awards exercisable at March 31, 2022 $ 34,304 |
Schedule of Assumptions Used to Determine Fair Value of Options Granted | Schedule of Assumptions Used to Determine Fair Value of Options Granted Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.74 % 1.64 1.74 % Expected volatility 108.5 % 106.8 112.5 % Expected life (in years) 8.5 9.0 7.5 10.0 Expected dividend yield - % - % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
Summary of Warrant Activity | Following is a summary of all warrant activity for the three-months ended March 31, 2022: Summary of Warrant Activity Warrants Number of Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2021 175,792 $ 20.96 Warrants expired during the three months ended March 31, 2022 (7,273 ) $ 48.30 Warrants outstanding at March 31, 2022 168,519 $ 19.78 Aggregate intrinsic value of outstanding warrants at March 31, 2022 $ - Weighted average remaining contractual terms at March 31, 2022 3.8 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Lease Payments and Maturity of Operating Lease Liabilities | Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2022: Schedule of Lease Payments and Maturity of Operating Lease Liabilities Remainder of 2022 $ 451,922 2023 238,609 2024 and thereafter - Subtotal future lease payments 690,531 Less imputed interest (42,167 ) Total lease liabilities $ 648,364 Weighted average remaining life 1.2 Weighted average discount rate 9.98 % |
Financial Condition and Busin_2
Financial Condition and Business Plan (Details Narrative) - USD ($) | Apr. 01, 2022 | Jun. 18, 2021 | Aug. 28, 2020 | Apr. 30, 2022 | Jun. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 |
Cumulative net losses | $ 343,243,923 | $ 332,769,591 | |||||||||
Cash and cash equivalents, short-term investments | 47,300,000 | ||||||||||
Net proceeds from sale of net operating losses | $ 1,400,000 | $ 1,900,000 | |||||||||
Series A & B Preferred Stock [Member] | |||||||||||
Proceeds from issuance of redeemable preferred stock | $ 7,000,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Proceeds from short term investments | $ 7,000,000 | ||||||||||
Subsequent Event [Member] | Series A & B Preferred Stock [Member] | |||||||||||
Proceeds from issuance of redeemable preferred stock | $ 1,300,000 | ||||||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||
Proceeds from Contributed Capital | $ 10,000,000 | ||||||||||
Debt instrument, face amount | $ 10,000,000 | ||||||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.625% | ||||||||||
SVB Loan Facility [Member] | |||||||||||
Debt instrument, description | Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date | Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||||
Debt instrument maturity date | Apr. 1, 2023 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||||
Line of credit facility, remaining borrowing capacity | 4,000,000 | ||||||||||
SVB Loan Facility [Member] | Silicon Valley Bank [Member] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | |||||||||
Line of credit facility, remaining borrowing capacity | $ 4,000,000 | ||||||||||
SVB Loan Facility [Member] | Prime Rate [Member] | Silicon Valley Bank [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||||
SVB Loan Facility [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||
Repayment of outstanding in-debtedness amount | $ 6,000,000 | ||||||||||
Line of credit deposited amount | 6,000,000 | ||||||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||
Repayments of debt | 5,000,000 | ||||||||||
Debt instrument, face amount | 5,000,000 | ||||||||||
Debt instrument related end term charges | $ 200,000 | ||||||||||
Maximum [Member] | |||||||||||
Proceeds from short term investments | 3,500,000 | ||||||||||
New Jersey [Member] | |||||||||||
Net proceeds from sale of net operating losses | 1,500,000 | $ 2,000,000 | $ 12,200,000 | $ 13,000,000 | |||||||
New Jersey [Member] | Minimum [Member] | |||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | ||||||||||
New Jersey [Member] | Maximum [Member] | |||||||||||
Net proceeds from sale of net operating losses | $ 20,000,000 | ||||||||||
Operating Costs and Expenses | $ 3,500,000 |
Schedule of Cash and Cash Equiv
Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Cash and cash equivalents | $ 28,362,139 | $ 19,586,272 |
Money market investments, restricted | 6,000,000 | 6,000,000 |
Total | $ 34,362,139 | $ 25,586,272 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 18, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Restricted investments | $ 6,000,000 | $ 6,000,000 | |
SVB Loan Facility [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Line of credit facility, description | the Company is required at all times to maintain on deposit with SVB as cash collateral in a segregated money market bank account in the name of the Company, unrestricted and unencumbered cash (other than a lien in favor of SVB) in an amount of at least 100% of the aggregate outstanding amount of the SVB loan facility. SVB may restrict withdrawals or transfers by or on behalf of the Company that would violate this requirement. | ||
Silicon Valley Bank [Member] | SVB Loan Facility [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | 10,000,000 | |
Restricted investments | $ 6,000,000 | $ 6,000,000 |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities | 836,097 | 611,181 |
Schedule of Cost, Fair Value an
Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Short-term investments - Cost | $ 13,002,792 | $ 29,811,069 |
Short-term investments - Fair Value | 12,943,814 | 29,803,095 |
Short-term investment maturities - Within 3 months, cost | 2,997,617 | 19,798,177 |
Short-term investment maturities - Within 3 months, fair value | 2,997,390 | 19,799,835 |
Short-term investment maturities - Between 3-12 months, cost | 10,005,175 | 10,012,892 |
Short-term investment maturities - Between 3-12 months, fair value | 9,946,424 | 10,003,260 |
Total, cost | 13,002,792 | 29,811,069 |
Total, fair value | 12,943,814 | 29,803,095 |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Short-term investments - Cost | 10,005,175 | 14,786,982 |
Short-term investments - Fair Value | 9,946,424 | 14,778,705 |
Corporate Debt Securities [Member] | ||
Marketable Securities [Line Items] | ||
Short-term investments - Cost | 2,997,617 | 15,024,087 |
Short-term investments - Fair Value | $ 2,997,390 | $ 15,024,390 |
Summary of Investment Securitie
Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments in debt securities with unrealized gains, Fair Value | $ 8,999,580 | |
Investments in debt securities with unrealized gains, Unrealized Holding Gains (Losses) | 3,499 | |
Investments in debt securities with unrealized losses, Fair Value | 12,943,814 | 20,803,515 |
Investments in debt securities with unrealized losses, Unrealized Holding Gains (Losses) | (58,978) | (11,473) |
Total, Fair Value | 12,943,814 | 29,803,095 |
Total, Unrealized Holding Gains (Losses) | $ (58,978) | $ (7,974) |
Summary of Investment Income (D
Summary of Investment Income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest and dividends accrued and paid | $ 14,442 | $ 2,411 |
Realized losses | (2,338) | |
Investment income net | $ 12,104 | $ 2,411 |
Investment in Debt Securities_3
Investment in Debt Securities-Available for Sale (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Investment in debt securities - available for sale, at fair value | $ 12,943,814 | $ 29,803,095 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | $ 12,943,814 | $ 29,803,095 |
Earn-out milestone liability | 5,396,000 | 5,396,000 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 2,997,390 | 15,024,390 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | 5,396,000 | 5,396,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | 5,396,000 | 5,396,000 |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 12,943,814 | 29,803,095 |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 12,943,814 | 29,803,095 |
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 13,366,234 | 13,366,234 |
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | $ 13,366,234 | $ 13,366,234 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired (Details) - IPR and D [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Impairment Effects on Earnings Per Share [Line Items] | |
Balance | $ 13,366,234 |
Impairment charge | |
Balance | $ 13,366,234 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
IPR and D Drug Technology Platforms [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Asset impairment charges | $ 0 |
IPR and D Drug Technology Platforms [Member] | Ovarian Cancer [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Finite-lived intangible assets acquired | 13,300,000 |
EGEN Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Goodwill | 2,000,000 |
EGEN Inc [Member] | Purchase Agreement [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Finite-lived intangible assets acquired | $ 1,600,000 |
Finite-lived intangible asset, useful life | 7 years |
Amortization | $ 56,829 |
EGEN Inc [Member] | Glioblastoma Multiforme Brain Cancer [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Asset impairment charges | 2,000,000 |
Non-cash charge | 2,000,000 |
EGEN Inc [Member] | IPR and D Drug Technology Platforms [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Indefinite-lived intangible assets acquired | $ 24,200,000 |
Schedule of Other Accrued Liabi
Schedule of Other Accrued Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 1,289,356 | $ 1,401,356 |
Accrued payroll and related benefits | 849,178 | 1,636,727 |
Accrued interest | 17,417 | 16,792 |
Accrued professional fees | 96,150 | 87,250 |
Other | 31,412 | 31,412 |
Total | $ 2,283,513 | $ 3,173,537 |
Schedule of Future Principle Pa
Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2023 | |
2024 | 2,250,000 |
2025 | 3,000,000 |
2026 and thereafter | 750,000 |
Subtotal of future principal payments | 6,000,000 |
Unamortized debt premium, net | (100,224) |
Total | $ 5,899,776 |
Schedule of Debt (Details)
Schedule of Debt (Details) - Horizon Technology Finance Corporation [Member] | Jun. 18, 2021USD ($) |
Principal balance at June 18, 2021 | $ 5,000,000 |
Early termination fees | 150,000 |
End of term charges | 275,000 |
Total | $ 5,425,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 18, 2021 | Jun. 27, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 28, 2020 |
Short-Term Debt [Line Items] | |||||
Financing fees and expenses | $ 94,690 | $ 157,614 | |||
Horizon Credit Agreement Amendment [Member] | |||||
Short-Term Debt [Line Items] | |||||
Amortization of debt issuance costs | 37,301 | ||||
Interest expense | $ 120,313 | ||||
Horizon Technology Finance Corporation [Member] | |||||
Short-Term Debt [Line Items] | |||||
Long term line of credit | $ 5,425,000 | ||||
SVB Loan Facility [Member] | |||||
Short-Term Debt [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | ||||
Proceeds from lines of credit | 6,000,000 | ||||
Restricted cash | 6,000,000 | ||||
Line of credit facility, remaining borrowing capacity | $ 4,000,000 | ||||
Debt instrument, interest rate | 3.25% | ||||
Final payment percentage | 3.00% | ||||
Long term line of credit | $ 10,000,000 | ||||
Debt instrument, description | Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date | Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. | |||
Financing fees and expenses | $ 243,370 | ||||
End of term charge percentage | 3.00% | ||||
Amortization of debt issuance costs | $ 300,000 | $ 45,315 | |||
Interest expense | $ 49,375 | ||||
Horizon Credit Agreement [Member] | |||||
Short-Term Debt [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||
Proceeds from lines of credit | $ 10,000,000 | ||||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | ||||
Fair value of warrants | $ 507,116 | ||||
Horizon Credit Agreement [Member] | Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Warrants issued | 12,674 | ||||
Warrant exercise price | $ 39.45 | ||||
Warrant outstanding | 6,337 | ||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | $ 5,000,000 | ||||
Warrants debt liability | $ 247,548 | ||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Warrants issued | 16,501 | ||||
Warrant exercise price | $ 15.15 | ||||
Warrants cancelled | 6,337 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Jan. 10, 2022 | Mar. 31, 2021 | Mar. 19, 2021 | Jan. 22, 2021 | Dec. 04, 2018 | Jan. 31, 2021 | Sep. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 03, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shelf registration statement amount | $ 100,000,000 | $ 75,000,000 | ||||||||||
Reverse stock split, description | On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged | |||||||||||
Stockholders equity note changes in capital structure, description | To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December 2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May 31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period | |||||||||||
Reverse stock split common stock outstanding | 5,770,467 | |||||||||||
Common stock, shares outstanding | 5,770,467 | 5,770,516 | ||||||||||
Proceeds from issuance of common stock | $ 38,943,478 | |||||||||||
Share price | $ 285 | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, par value | $ 300 | $ 0.01 | $ 0.01 | |||||||||
Proceeds from issuance of preferred stock | $ 14,250,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||||||||
Proceeds from issuance under placement | $ 1,000,000 | |||||||||||
Preferred stock, stated value | $ 300 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Interest expense on preferred stock | $ (4,551,567) | |||||||||||
Series A Convertible Redeemable Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Share price | $ 300 | |||||||||||
Preferred stock, shares issued | 50,000 | |||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Proceeds from issuance of preferred stock | $ 28,500,000 | |||||||||||
Preferred stock, conversion price | $ 13.65 | |||||||||||
Conversion of stock, shares issued | 1,098,901 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 13.65 | |||||||||||
Preferred stock, shares outstanding | 50,000 | |||||||||||
Series B Convertible Redeemable Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Share price | $ 300 | |||||||||||
Preferred stock, shares issued | 50,000 | |||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, conversion price | $ 15 | |||||||||||
Conversion of stock, shares issued | 1,000,000 | |||||||||||
Preferred stock, voting rights | right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse Stock Split | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 15 | |||||||||||
Preferred stock, shares outstanding | 50,000 | |||||||||||
Series A & B Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Proceeds from issuance under placement | 1,110,000 | |||||||||||
Interest expense on preferred stock | 4,551,567 | |||||||||||
Shares issued, redemption value | 3,000,000 | |||||||||||
Legal fees | $ 441,567 | |||||||||||
Capital on DemandTM Sales Agreement [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Less than 12 months, unrealized gains, fair value | $ 16,000,000 | |||||||||||
Capital on Demand Agreement [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shares issued, shares | 500,000 | 300,000 | ||||||||||
Proceeds from issuance of common stock | $ 6,900,000 | $ 6,200,000 | ||||||||||
Securities Purchase Agreement [Member] | January 2021 Registered Direct Offering [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shares issued, shares | 1,728,395 | |||||||||||
Proceeds from issuance of common stock | $ 35,000,000 | |||||||||||
Share price | $ 20.25 | |||||||||||
Placement agent fee description | In connection with the January 2021 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP,” and together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500 | |||||||||||
Securities Purchase Agreement [Member] | March 2021 Registered Direct Offering [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shares issued, shares | 769,230 | |||||||||||
Proceeds from issuance of common stock | $ 15,000,000 | |||||||||||
Share price | $ 19.50 | $ 19.50 | ||||||||||
Placement agent fee description | Placement Agent Agreement”) with AGP, as lead placement agent (together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”), pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500 | |||||||||||
Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares outstanding | 6,600,000 | |||||||||||
Warrants issued | 2,500,000 | |||||||||||
Proceeds from issuance under placement | $ 110,000 | |||||||||||
Minimum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares outstanding | 400,000 | |||||||||||
Warrants issued | 200,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Reverse stock split common stock outstanding | 86,557,736 | |||||||||||
Shares issued, shares | 2,206,272 |
Summary of Stock Option Awards
Summary of Stock Option Awards and Restricted Stock Grants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average exercise price, granted | $ 4.16 | $ 2.03 |
Weighted average contractual terms, exercisable | 7 years 6 months | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding, beginning balance | 441,425 | |
Weighted average exercise price, beginning balance | $ 38.49 | |
Options outstanding, granted | 224,276 | |
Weighted average exercise price, granted | $ 4.60 | |
Options outstanding, ending balance | 665,701 | |
Weighted average exercise price, ending balance | $ 27.07 | |
Weighted average contractual terms | 8 years | |
Options outstanding, aggregate intrinsic value | $ 103,167 | |
Options outstanding, exercisable | 419,559 | |
Weighted average exercise price, exercisable | $ 33.22 | |
Options outstanding, aggregate intrinsic value, exercisable | $ 34,304 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested stock awards, beginning balance | 1,481 | |
Weighted average grant date fair value, beginning balance | $ 12.36 | |
Non-vested stock awards, granted | 400 | |
Weighted average grant date fair value, granted | $ 4.60 | |
Non-vested stock awards, ending balance | 1,881 | |
Weighted average grant date fair value, ending balance | $ 10.71 | |
Non-vested stock awards, aggregate intrinsic value | $ 20,145 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.74% | |
Risk-free interest rate | 1.64% | |
Risk-free interest rate | 1.74% | |
Expected volatility | 108.50% | |
Expected volatility | 106.80% | |
Expected volatility | 112.50% | |
Expected dividend yield | ||
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 8 years 6 months | 7 years 6 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 9 years | 10 years |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Feb. 19, 2019 | Sep. 28, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 10, 2021 | Jun. 15, 2020 | May 14, 2019 | May 15, 2018 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted, weighted average exercise price | $ 4.16 | $ 2.03 | ||||||
Unrecognized share based compensation | $ 1.7 | |||||||
Unrecognized share based compensation, period | 1 year 2 months 12 days | |||||||
Equity Stock Awards [Member] | Granted Under 2018 Plan and 2007 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock, reserved for future issuance | 658,246 | |||||||
Inducement Awards [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock, reserved for future issuance | 9,336 | |||||||
Stock Options and Restricted Stock Awards [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation | $ 1 | $ 1.6 | ||||||
Stock Options and Restricted Stock Awards [Member] | Research and Development Expense [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation | 0.4 | 0.6 | ||||||
Stock Options and Restricted Stock Awards [Member] | General and Administrative Expense [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation | $ 0.6 | $ 1 | ||||||
Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares issued, shares | 2,206,272 | |||||||
2018 Stock Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment award, shares authorized | 180,000 | |||||||
Common stock, reserved for future issuance | 946,454 | |||||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based payment award, shares granted | 513,333 | 166,667 | 80,000 | |||||
2018 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based payment award, shares granted | 940,000 | 426,667 | 260,000 | |||||
2007 Stock Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock options, strike price description | 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 | |||||||
Inducement Option Grants [Member] | Five New Employees [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted, weighted average exercise price | $ 32.70 | $ 41.55 | ||||||
Share based payment award, award vesting period | 3 years | |||||||
Inducement Option Grants [Member] | Five New Employees [Member] | Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares issued, shares | 8,666 | 1,266 | ||||||
Inducement Option Grants [Member] | Five New Employees [Member] | Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares issued, shares | 9,332 | 10,933 | ||||||
2018 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock, reserved for future issuance | 288,208 |
Earn-Out Milestone Liability (D
Earn-Out Milestone Liability (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 28, 2019 | |
Amended Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout milestone liability | $ 12.4 | ||
Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout milestone liability | 12.4 | ||
Amended Asset Purchase Agreement [Member] | 10 Business Days of Achieving Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout milestone liability | $ 7 | ||
Fair Value Earnout Milestone Liability [Member] | EGWC, Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business combination, consideration transferred, liabilities incurred | $ 5.4 | $ 5.4 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Warrants | |
Number of Warrants Issued, Warrants outstanding, Beginning balance | shares | 175,792 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ / shares | $ 20.96 |
Number of Warrants Issued, Warrants expired | shares | (7,273) |
Weighted Average Exercise Price, Warrants expired | $ / shares | $ 48.30 |
Number of Warrants Issued, Warrants outstanding, Ending balance | shares | 168,519 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ / shares | $ 19.78 |
Aggregate intrinsic value of outstanding warrants | $ | |
Weighted average remaining contractual terms (years) | 3 years 9 months 18 days |
Schedule of Lease Payments and
Schedule of Lease Payments and Maturity of Operating Lease Liabilities (Details) | Mar. 31, 2022USD ($) |
Leases | |
Remainder of 2022 | $ 451,922 |
2023 | 238,609 |
2024 and thereafter | |
Subtotal future lease payments | 690,531 |
Less imputed interest | (42,167) |
Total lease liabilities | $ 648,364 |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 2 months 12 days |
Operating Lease, Weighted Average Discount Rate, Percent | 9.98% |
Leases (Details Narrative)
Leases (Details Narrative) | Jul. 09, 2021USD ($)ft² | Jan. 09, 2021 | Jan. 31, 2018USD ($)ft² | Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($) | Dec. 31, 2021 | Dec. 31, 2011ft² |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Lease operating, 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 | 66 months | ||||||
Lease expiration date | Apr. 30, 2017 | ||||||
Operating lease, payments | $ 149,573 | $ 130,595 | |||||
Huntsville Alabama [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Area of land | ft² | 2,197 | 11,500 | |||||
Lease term | 22 months | ||||||
1st Lease Amendment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Lease operating, description | 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 | ||||||
1st Lease Amendment [Member] | First Year [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payments for rent | $ 18,900 | ||||||
1st Lease Amendment [Member] | Final Year [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payments for rent | 20,500 | ||||||
2nd Lease Amendment [Member] | First Year [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payments for rent | 25,035 | ||||||
2nd Lease Amendment [Member] | Final Year [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payments for rent | $ 27,088 | ||||||
EGEN Asset Purchase Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Lease operating, 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 | ||||||
Area of land | ft² | 9,049 | ||||||
Payments for rent | $ 5,500 | $ 18,100 | |||||
Operating Leases [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease, cost | $ 146,936 | 130,595 | |||||
Operating lease, payments | $ 149,573 | $ 131,863 |
Technology Development and Li_2
Technology Development and Licensing Agreements (Details Narrative) - USD ($) | Jan. 18, 2013 | Mar. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Upfront payment being recognized | $ 5,000,000 | |
Hisun [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Proceeds from license fees received | $ 5,000,000 | |
Deferred revenue | $ 5,000,000 | |
Deferred revenue amortization period | 10 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 06, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock | $ 38,943,478 | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate shares | 1,328,274 | |||
Offering of common stock price | $ 5.27 | |||
Proceeds from issuance of common stock | $ 7,000,000 | |||
Cash free placements | 6.50% | |||
Exceeded expenses | $ 50,000 |