Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | SOLIGENIX, INC. |
Entity Central Index Key | 812,796 |
Amendment Flag | false |
Trading Symbol | SNGX |
Document Type | S1 |
Document Period End Date | Mar. 31, 2018 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 6,368,057 | $ 7,809,487 | $ 8,772,567 |
Contracts and grants receivable | 826,994 | 926,251 | 1,206,777 |
Prepaid expenses | 159,189 | 263,254 | 134,431 |
Income tax receivable | 416,810 | ||
Total current assets | 7,354,240 | 9,415,802 | 10,113,775 |
Security deposit | 22,734 | 22,734 | |
Office furniture and equipment, net | 34,589 | 37,163 | 26,702 |
Intangible assets, net | 67,236 | 73,952 | 126,628 |
Total assets | 7,478,799 | 9,549,651 | 10,267,105 |
Current liabilities: | |||
Accounts payable | 1,753,603 | 1,753,614 | 1,708,091 |
Accrued expenses | 1,606,826 | 1,143,306 | 806,118 |
Accrued compensation | 48,094 | 333,019 | 355,648 |
Total current liabilities | 3,408,523 | 3,229,939 | 2,869,857 |
Commitments and contingencies | |||
Shareholders' equity: | |||
Preferred stock, 350,000 shares authorized; none issued or outstanding | |||
Common stock, $.001 par value; 25,000,000 shares authorized; 8,740,723 shares and 8,730,640 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 8,741 | 8,731 | 5,470 |
Additional paid-in capital | 163,708,786 | 163,581,026 | 157,514,740 |
Accumulated deficit | (159,647,251) | (157,270,045) | (150,122,962) |
Total shareholders' equity | 4,070,276 | 6,319,712 | 7,397,248 |
Total liabilities and shareholders' equity | $ 7,478,799 | $ 9,549,651 | $ 10,267,105 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, shares authorized | 350,000 | 350,000 | 350,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 10,000,000 |
Common stock, shares issued | 8,740,723 | 8,730,640 | 5,470,032 |
Common stock, shares outstanding | 8,740,723 | 8,730,640 | 5,470,032 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||||
Contract revenue | $ 777,284 | $ 1,330,884 | $ 4,749,294 | $ 10,448,794 |
Grant revenue | 342,489 | 683,178 | ||
Total revenues | 1,119,773 | 1,330,884 | 5,432,472 | 10,448,794 |
Cost of revenues | (978,921) | (1,087,315) | (4,310,083) | (8,433,671) |
Gross profit | 140,852 | 243,569 | 1,122,389 | 2,015,123 |
Operating expenses: | ||||
Research and development | 1,803,360 | 1,217,540 | 5,507,033 | 4,295,867 |
General and administrative | 731,593 | 764,219 | 3,209,155 | 3,428,838 |
Total operating expenses | 2,534,953 | 1,981,759 | 8,716,188 | 7,724,705 |
Loss from operations | (2,394,101) | (1,738,190) | (7,593,799) | (5,709,582) |
Other income: | ||||
Change in fair value of warrant liability | 1,541,241 | |||
Gain on settlement liability | 390,599 | |||
Interest income, net | 16,895 | 4,753 | 29,906 | 2,216 |
Total other income | 29,906 | 1,934,056 | ||
Net loss before income taxes | (7,563,893) | (3,775,526) | ||
Income tax benefit | 416,810 | 530,143 | ||
Net loss | $ (2,377,206) | $ (1,733,437) | $ (7,147,083) | $ (3,245,383) |
Basic net loss per share | $ (0.27) | $ (0.32) | $ (1.16) | $ (0.93) |
Diluted net loss per share | $ (0.27) | $ (0.32) | $ (1.16) | $ (1.34) |
Basic weighted average common shares outstanding | 8,734,897 | 5,472,449 | 6,144,237 | 3,481,460 |
Diluted weighted average common shares outstanding | 8,734,897 | 5,472,449 | 6,144,237 | 3,583,587 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2015 | $ (18,309) | $ 3,127 | $ 146,856,143 | $ (146,877,579) |
Beginning Balance, Shares at Dec. 31, 2015 | 3,126,952 | |||
Issuance of common stock and warrants in public offering | 5,278,940 | $ 1,670 | 5,277,270 | |
Issuance of common stock and warrants in public offering, Shares | 1,670,000 | |||
Stock issuance costs associated with public offering | (809,277) | (809,277) | ||
Issuance of common stock pursuant to Lincoln Park Equity Line | 1,712,320 | $ 277 | 1,712,043 | |
Issuance of common stock pursuant to Lincoln Park Equity Line, Shares | 277,135 | |||
Cost associated with Lincoln Park Equity Line | (41,381) | (41,381) | ||
Issuance of common stock in reverse stock split | 1 | $ 1 | ||
Issuance of common stock in reverse stock split, Shares | 1,525 | |||
Issuance of common stock to SciClone | 3,000,000 | $ 353 | 2,999,647 | |
Issuance of common stock to SciClone, Shares | 352,942 | |||
Cashless exercise of warrants and reclassification of warrant liability to equity | 892,860 | $ 34 | 892,826 | |
Cashless exercise of warrants and reclassification of warrant liability to equity, Shares | 33,978 | |||
Issuance of common stock to vendors | 52,500 | $ 8 | 52,492 | |
Issuance of common stock to vendors, Shares | 7,500 | |||
Share-based compensation expense | 574,977 | 574,977 | ||
Net loss | (3,245,383) | (3,245,383) | ||
Ending Balance at Dec. 31, 2016 | 7,397,248 | $ 5,470 | 157,514,740 | (150,122,962) |
Ending Balance, Shares at Dec. 31, 2016 | 5,470,032 | |||
Issuance of common stock pursuant to Lincoln Park Equity Line | 115,930 | $ 50 | 115,880 | |
Issuance of common stock pursuant to Lincoln Park Equity Line, Shares | 50,483 | |||
Issuance of common stock to vendors | 5,925 | $ 3 | 5,922 | |
Issuance of common stock to vendors, Shares | 2,500 | |||
Share-based compensation expense | 489,787 | 489,787 | ||
Net loss | (7,147,083) | (7,147,083) | ||
Issuance of common stock pursuant to FBR At-the-Market Sales Agreement | 1,015,265 | $ 450 | 1,014,815 | |
Issuance of common stock pursuant to FBR At-the-Market Sales Agreement, Shares | 450,000 | |||
Costs associated with FBR At-the-Market Sales Agreement | (164,825) | (164,825) | ||
Issuance of common stock from cashless exercise of warrants | $ 200 | (200) | ||
Issuance of common stock from cashless exercise of warrants, Shares | 200,125 | |||
Issuance of common stock in concurrent public and private offerings | 5,115,001 | $ 2,558 | 5,112,443 | |
Issuance of common stock in concurrent public and private offerings, Shares | 2,557,500 | |||
Costs associated with concurrent public and private offerings | (507,536) | (507,536) | ||
Ending Balance at Dec. 31, 2017 | 6,319,712 | $ 8,731 | 163,581,026 | (157,270,045) |
Ending Balance, Shares at Dec. 31, 2017 | 8,730,640 | |||
Issuance of common stock pursuant to Lincoln Park Equity Line | 19,800 | $ 10 | 19,790 | |
Issuance of common stock pursuant to Lincoln Park Equity Line, Shares | 10,083 | |||
Share-based compensation expense | 107,970 | 107,970 | ||
Net loss | (2,377,206) | (2,377,206) | ||
Ending Balance at Mar. 31, 2018 | $ 4,070,276 | $ 8,741 | $ 163,708,786 | $ (159,647,251) |
Ending Balance, Shares at Mar. 31, 2018 | 8,740,723 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||||
Net loss | $ (2,377,206) | $ (1,733,437) | $ (7,147,083) | $ (3,245,383) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization and depreciation | 11,214 | 21,050 | 68,563 | 89,928 |
Amortization of discount on debt | 7,281 | |||
Share-based compensation | 107,970 | 146,627 | 489,787 | 574,977 |
Gain on settlement of liability | (390,599) | |||
Issuance of common stock for services | 5,925 | 5,925 | 52,500 | |
Change in fair value of warrant liability | (1,541,241) | |||
Change in operating assets and liabilities: | ||||
Contracts and grants receivable | 99,257 | 213,287 | 280,526 | 778,435 |
Income tax receivable | 416,810 | (416,810) | ||
Prepaid expenses | 104,065 | (3,056) | (128,823) | 109,836 |
Security deposit | (22,734) | |||
Accounts payable and accrued expenses | 463,509 | (94,251) | 382,711 | (1,475,128) |
Accrued compensation | (284,925) | (182,760) | (22,629) | 56,973 |
Total adjustments | 917,900 | 106,822 | 636,516 | (1,737,038) |
Net cash used in operating activities | (1,459,306) | (1,626,615) | (6,510,567) | (4,982,421) |
Investing activities | ||||
Purchases of office furniture and equipment | (1,924) | (2,131) | (26,348) | (7,159) |
Net cash used in investing activities | (1,924) | (2,131) | (26,348) | (7,159) |
Financing Activities: | ||||
Proceeds from issuance of common stock and warrants pursuant to public and private offerings | 5,115,001 | 5,278,940 | ||
Stock issuance costs associated with public and private offerings | (507,536) | (809,277) | ||
Proceeds from issuance of common stock pursuant to FBR At-the-Market Sales Agreement | 1,015,265 | |||
Costs associated with FBR At-the-Market Sales Agreement | (164,825) | |||
Proceeds from issuance of common stock pursuant to the equity line | 19,800 | 115,930 | 1,712,320 | |
Stock issuance cost associated with equity line | (41,381) | |||
Repayment of notes payable | (300,000) | |||
Proceeds from issuance of common stock to SciClone | 3,000,000 | |||
Net cash provided by financing activities | 19,800 | 5,573,835 | 8,840,602 | |
Net decrease in cash and cash equivalents | (1,441,430) | (1,628,746) | (963,080) | 3,851,022 |
Cash and cash equivalents at beginning of period/year | 7,809,487 | 8,772,567 | 8,772,567 | 4,921,545 |
Cash and cash equivalents at end of period/year | $ 6,368,057 | $ 7,143,821 | 7,809,487 | 8,772,567 |
Supplemental disclosure of non cash financing activities: | ||||
Reclassification of warrant liability to additional paid-in capital | 892,860 | |||
Supplemental information: | ||||
Cash paid for state income taxes | $ 5,077 | $ 5,030 |
Nature of Business
Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Nature of Business [Abstract] | ||
Nature of Business | Note 1. Nature of Business Basis of Presentation Soligenix, Inc. (the “Company”) is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: BioTherapeutics and Vaccines/BioDefense. The Company’s BioTherapeutics business segment is developing a novel photodynamic therapy (SGX301) utilizing topical synthetic hypericin activated with safe visible fluorescent light for the treatment of cutaneous T-cell lymphoma (“CTCL”), its first-in-class innate defense regulator (“IDR”) technology, dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary formulations of oral beclomethasone 17,21-dipropionate (“BDP”) for the prevention/treatment of gastrointestinal (“GI”) disorders characterized by severe inflammation, including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201). The Company’s Vaccines/BioDefense business segment includes active development programs for RiVax ® ® ® ® ® The Company generates revenues under government grants primarily from the National Institutes of Health (“NIH”) and government contracts from BARDA and NIAID. The Company is currently developing RiVax ® ® ® The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with the United States Food and Drug Administration regulations, and other regulatory authorities, litigation, and product liability. Results for the three months ended March 31, 2018 are not necessarily indicative of results that may be expected for the full year. Liquidity In accordance with Accounting Standards Codification 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of March 31, 2018, the Company had an accumulated deficit of $159,647,251. During the three months ended March 31, 2018, the Company incurred a net loss of $2,377,206 and used $1,459,306 of cash in operations. The Company expects to continue to generate losses in the foreseeable future. The Company’s liquidity needs will be largely determined by the budgeted operational expenditures incurred in regards to the progression of its product candidates. The Company’s plans to meet its liquidity needs primarily include its ability to control the timing and spending on its research and development programs and raising additional funds through potential partnership and/or financings. Based on the Company’s operating budget, current rate of cash outflows, cash on hand, proceeds from government contract and grant programs, proceeds available from the equity line with Lincoln Park Capital Fund, LLC (“Lincoln Park”), and proceeds from the State of New Jersey Technology Business Tax Certificate Transfer Program, management believes that its current cash will be sufficient to meet the anticipated cash needs for working capital and capital expenditures for at least the next 12 months from issuance of the financial statements. As of March 31, 2018, the Company had cash and cash equivalents of $6,368,057 as compared to $7,809,487 as of December 31, 2017, representing a decrease of $1,441,430 or 18%. As of March 31, 2018, the Company had working capital of $3,945,717 as compared to working capital of $6,185,863 as of December 31, 2017, representing a decrease of $2,240,146 or 36%. The decrease in cash and working capital was primarily related to expenditures to support the pivotal Phase 3 clinical trial of SGX301 for the treatment of CTCL and expenditures incurred in the pivotal Phase 3 clinical trial of SGX942 for the treatment of oral mucositis in head and neck cancer, including the expansion of the Phase 3 trial of SGX942 to select European study sites. Management’s business strategy can be outlined as follows: ● Complete enrollment and report preliminary results in the Company’s pivotal Phase 3 clinical trial of SGX301 for the treatment of CTCL; ● Continue enrollment of the pivotal Phase 3 clinical trial of SGX942 for the treatment of oral mucositis in head and neck cancer, including the expansion of the Phase 3 trial of SGX942 to select European study sites; ● Continue development of RiVax ® ® ● Continue to apply for and secure additional government funding for each of the Company’s BioTherapeutics and Vaccines/BioDefense programs through grants, contracts and/or procurements; ● Pursue business development opportunities for the Company’s pipeline programs, as well as explore merger/acquisition strategies; and ● Acquire or in-license new clinical-stage compounds for development. The Company’s plans with respect to its liquidity management include, but are not limited to, the following: ● The Company has up to $18.4 million in active government contract and grant funding still available to support its associated research programs through 2018 and beyond, provided the federal agencies exercise all options and do not elect to terminate the contracts or grants for convenience. The Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies; ● The Company will continue to explore the use of equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expect to continue to do so for the foreseeable future; ● The Company will pursue Net Operating Loss (“NOL”) sales in the state of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program. Based on the receipt in 2018 of $416,810 in proceeds from the sale of NJ NOL in 2017, the Company expects to participate in the program for the year ending December 31, 2018 and beyond as long as the program is available; ● The Company plans to pursue potential partnerships for its pipeline programs. However, there can be no assurances that the Company can consummate such transactions; ● The Company has $10.2 million available from an equity facility expiring in March 2019; and ● The Company may seek additional capital in the private and/or public equity markets, to continue its operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. The Company is evaluating additional equity/debt financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. | Note 1. Nature of Business Basis of Presentation Soligenix, Inc. (the “Company”) is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: BioTherapeutics and Vaccines/BioDefense. The Company’s BioTherapeutics business segment is developing a novel photodynamic therapy (SGX301) utilizing topical synthetic hypericin activated with safe visible fluorescent light for the treatment of cutaneous T-cell lymphoma (“CTCL”), its first-in-class innate defense regulator (“IDR”) technology, dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary formulations of oral beclomethasone 17,21-dipropionate (“BDP”) for the prevention/treatment of gastrointestinal (“GI”) disorders characterized by severe inflammation, including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201). The Company’s Vaccines/BioDefense business segment includes active development programs for RiVax ® ® ® ® ® The Company generates revenues under government grants primarily from the National Institutes of Health (“NIH”) and government contracts from BARDA and NIAID. The Company is currently developing RiVax ® ® ® The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with the United States Food and Drug Administration (the U.S. “FDA”) regulations, and other regulatory authorities, litigation, and product liability. Liquidity In accordance with Accounting Standards Codification 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of December 31, 2017, the Company had an accumulated deficit of $157,270,045. During the year ended December 31, 2017, the Company incurred a net loss of $7,147,083 and used $6,510,567 of cash in operations. The Company expects to continue to generate losses in the foreseeable future. The Company’s liquidity needs will be largely determined by the budgeted operational expenditures incurred in regards to the progression of its product candidates. The Company’s plans to meet its liquidity needs primarily include its ability to control the timing and spending on its research and development programs and raising additional funds through potential partnerships and/or financings. Based on the Company’s approved operating budget, current rate of cash outflows, cash on hand, proceeds from government contract and grant programs, proceeds available from the equity line with Lincoln Park Capital Fund, LLC (“Lincoln Park”), and proceeds from the State of New Jersey Technology Business Tax Certificate Transfer Program, management believes that its current cash will be sufficient to meet the anticipated cash needs for working capital and capital expenditures for at least the next 12 months from issuance of the financial statements. As of December 31, 2017, the Company had cash and cash equivalents of $7,809,487 as compared to $8,772,567 as of December 31, 2016, representing a decrease of $963,080 or 11%. As of December 31, 2017, the Company had working capital of $6,185,863 as compared to working capital of $7,243,918, representing a decrease of $1,058,055 or 15%.The decrease in cash and working capital was primarily related to expenditures to support the pivotal Phase 3 clinical trial of SGX301 for the treatment of CTCL and expenditures incurred in preparation and initiation of the Phase 3 clinical trial of SGX942 for the treatment of oral mucositis in head and neck cancer. Management’s business strategy can be outlined as follows: ● Complete enrollment and report preliminary results in our pivotal Phase 3 clinical trial of SGX301 for the treatment of CTCL; ● Continue site initiation and enrollment of the pivotal Phase 3 trial of SGX942 for the treatment of oral mucositis in head and neck cancer patients; ● Continue development of RiVax ® ® ● Advance the preclinical and manufacturing development of OrbeShield ® ● Continue to apply for and secure additional government funding for each of our BioTherapeutics and Vaccines/BioDefense programs through grants, contracts and/or procurements; ● Pursue business development opportunities for our pipeline programs, as well as explore merger/acquisition strategies; and ● Acquire or in-license new clinical-stage compounds for development. The Company’s plans with respect to its liquidity management include, but are not limited to the following: ● The Company has up to $19.6 million in active government contract and grant funding still available to support our associated research programs through 2018 and beyond, provided the federal agencies exercise all options and do not elect to terminate the contracts or grants for convenience. The Company plan to submit additional contract and grant applications for further support of our programs with various funding agencies; ● The Company has continued to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expect to continue to do so for the foreseeable future; ● The Company will pursue Net Operating Loss (“NOL”) sales in the state of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program. Based on the receipt in 2018 of $416,810 in proceeds from the sale of NJ NOL in 2017, the Company expects to participate in the program during 2018 and beyond as long as the program is available; ● The Company plans to pursue potential partnerships for its pipeline programs. However, there can be no assurances that the Company can consummate such transactions; ● The Company has $10.2 million available from an equity facility expiring in March 2019; and ● The Company may seek additional capital in the private and/or public equity markets, pursue government contracts and grants as well as business development activities, to continue our operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. The Company is currently evaluating additional equity/debt financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Contracts and Grants Receivable Contracts and grants receivable consist of amounts due from various grants from the NIH and contracts from NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the three months ended March 31, 2018 and 2017. Impairment of Long-Lived Assets Office furniture and equipment and intangible assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the three months ended March 31, 2018 and 2017. Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. The revenue from government contracts and grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the contracts and grants, plus a facilities and administrative rate that provides funding for overhead expenses and management fees. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs reimbursable internal expenses that are related to the government contracts and grants. Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire share-based compensation expense is recognized upon issuance to the vendors and/or consultants. Share-based compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees The Company did not issue any stock options during the three months ended March 31, 2018. During the three months ended March 31, 2017, the Company issued stock options at a weighted average exercise price of $2.67 per share. The fair value of options issued during the three months ended March 31, 2017 were estimated using the Black-Scholes option-pricing model and the following assumptions: ● a dividend yield of 0%; ● an expected life of 4 years; ● volatility of 84% ● forfeitures at a rate of 12%; and ● risk free interest rates ranging 1.72% - 1.81% The fair value of each option grant made during 2017 was estimated on the date of each grant using the Black-Scholes option pricing model and recognized as share-based compensation expense ratably over the option vesting periods, which approximates the service period. Income Taxes On December 22, 2017, the United States (“U.S.”) government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises U.S. corporate income taxation by, among other things, lowering the U.S. corporate income tax rate from 35.0% to 21.0% effective January 1, 2018. The Company does not anticipate any impact to the tax provision due to the full valuation allowance on its deferred tax assets and believes that the most significant impact on its consolidated financial statements was the reduction of approximately $14 million for the deferred tax assets related to net operating losses and other assets. Such reduction was fully offset by changes to the Company’s valuation allowance. In December 2017, the U.S. Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. Until the accounting for the income tax impacts of the Tax Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as the Company refines its estimates or completes its accounting of such tax effects. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through March 31, 2018 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. There were no tax related interest and penalties recorded for the periods ended March 31, 2018 or 2017. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at March 31, 2018 and December 31, 2017. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation because their effect would be anti-dilutive: For the Quarter Ended For the Quarter Ended March 31, March 31, Common stock purchase warrants 2,577,238 2,853,575 Stock options 782,155 464,355 Total 3,359,393 3,317,930 The weighted average exercise price of the Company’s stock options and warrants outstanding at March 31, 2018 were $7.16 and $4.38 per share, respectively, and at March 31, 2017 were $12.70 and $4.13 per share, respectively. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants and, stock options and the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is evaluating the impact of the adoption of this update on the Company’s consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU No. 2017-11, (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Contracts and Grants Receivable Contracts and grants receivable consist of amounts due from various grants from the NIH and contracts from BARDA and NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the years ended December 31, 2017 or 2016. These intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or if the underlying program is no longer being pursued. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the related asset or group of assets. No such write downs have occurred during the years ended December 31, 2017 and 2016. Impairment of Long-Lived Assets Office furniture and equipment and intangible assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the years ended December 31, 2017 or 2016. Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1— Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. As a result, certain warrants issued in connection with the Company’s June 2013 registered public offering were accounted for as derivatives. See Note 6, Warrant Liability Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. The revenue from government contracts and grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the contracts and grants, plus a facilities and administrative rate that provides funding for overhead expenses and management fees. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs reimbursable internal expenses that are related to the government contracts and grants. Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development Accounting for Warrants The Company considered FASB ASC 815, Evaluating Whether an Instrument is Considered Indexed to an Entity’s Own Stock During the year ended December 31, 2016, the Company entered into amendments with the holders of those warrants, and as a result the warrants were reclassified to equity as the amended terms of the warrants qualified them to be accounted for as equity instruments. All other warrants that have been issued by the Company were indexed to the Company’s stock and therefore accounted for as equity instruments. Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire share-based compensation expense is recognized upon issuance to the vendors and/or consultants. Share-based compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with and FASB ASC 505-50, Equity-Based Payments to Non-Employees For the year ended December 31, 2017, the Company issued 476,100 stock options at a weighted average exercise price of $2.24 per share. The fair value of options issued during the years ended December 31, 2017 and 2016 was estimated using the Black-Scholes option-pricing model and the following assumptions: ● a dividend yield of 0%; ● an expected life of 4 years; ● volatility of 90% - 93% for 2017 and 84% - 121% for 2016; ● forfeitures at a rate of 12%; and ● risk-free interest rates ranging from 1.60% to 2.02% and 0.96% to 1.70% for 2017 and 2016, respectively. The fair value of each option grant made during 2017 and 2016 was estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option vesting periods, which approximates the service period. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through December 31, 2017 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2017 and 2016. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at December 31, 2017 and 2016. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. For the Year Ended For the Year Ended December 31, December 31, Numerator: Net loss for basic earnings per share $ (7,147,083 ) $ (3,245,383 ) Less change in fair value of warrant liability - 1,541,241 Net loss for diluted earnings per share $ (7,147,083 ) $ (4,786,624 ) Denominator: Weighted-average basic common shares outstanding 6,144,237 3,481,460 Assumed conversion of dilutive securities: Common stock purchase warrants - 102,127 Denominator for diluted earnings per share – adjusted weighted-average shares 6,144,237 3,583,387 Basic net loss per share ($ 1.16 ) ($ 0.93 ) Diluted net loss per share ($ 1.16 ) ($ 1.34 ) The following table summarizes potentially dilutive adjustments to the number of common shares which were excluded from the calculation because their effect would be anti-dilutive. For the Year Ended For the Year Ended December 31, December 31, Common stock purchase warrants 2,577,238 2,853,575 Stock options 785,655 330,605 Total 3,362,893 3,184,180 The weighted average exercise price of the Company’s stock options and warrants outstanding at December 31, 2017 were $7.15 and $4.38 per share, respectively. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants and stock options and the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases” (topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is evaluating the impact of the adoption of this update on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, and intends to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. It is effective for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. The Company adopted this standard effective January 1, 2017, and elected not to change its accounting policy with respect to the estimation of forfeitures. As a result, there was no material impact to the financial statements. In July 2017, the FASB issued ASU No. 2017-11, (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets [Abstract] | ||
Intangible Assets | Note 3. Intangible Assets The following is a summary of intangible assets which consists of licenses and patents: Cost Accumulated Amortization Net Book March 31, 2018 Licenses $ 462,234 $ 394,998 $ 67,236 Patents 1,893,185 1,893,185 - Total $ 2,355,419 $ 2,288,183 $ 67,236 December 31, 2017 Licenses $ 462,234 $ 388,282 $ 73,952 Patents 1,893,185 1,893,185 - Total $ 2,355,419 $ 2,281,467 $ 73,952 Amortization expense was $6,716 and $15,338 for the three months ended March 31, 2018 and 2017, respectively. Based on the balance of licenses and patents at March 31, 2018, future annual amortization expense is expected to be as follows: Amortization April 1 through December 31, 2018 $ 30,584 2019 $ 36,652 License fees and royalty payments are expensed as incurred, as the Company does not attribute any future benefits to such payments. | Note 3. Intangible Assets The following is a summary of intangible assets which consists of licenses and patents: Cost Accumulated Amortization Net Book Value December 31, 2017 Licenses $ 462,234 $ 388,282 $ 73,952 Patents 1,893,185 1,893,185 - Total $ 2,355,419 $ 2,281,467 $ 73,952 December 31, 2016 Licenses $ 462,234 $ 361,044 $ 101,190 Patents 1,893,185 1,867,747 25,438 Total $ 2,355,419 $ 2,228,791 $ 126,628 Amortization expense was $52,676 and $62,104 in 2017 and 2016, respectively. Based on the balance of licenses and patents at December 31, 2017, future annual amortization expense is expected to be as follows: Year Amortization Expense 2018 $ 37,300 2019 $ 36,652 License fees and royalty payments are expensed annually as incurred, as the Company does not attribute any future benefits of such payments. |
Accrued Expenses
Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accrued Expenses [Abstract] | ||
Accrued Expenses | Note 4. Accrued Expenses The following is a summary of the Company’s accrued expenses: March 31, 2018 December 31, Clinical trial expenses $ 1,271,888 $ 1,011,666 Other 334,938 131,640 Total $ 1,606,826 $ 1,143,306 | Note 4. Accrued Expenses The following is a summary of the Company’s accrued expenses: For the Years Ended 2017 2016 Clinical trial expenses $ 1,011,666 $ 741,174 Other 131,640 64,944 Total $ 1,143,306 $ 806,118 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
Notes Payable | Note 5. Notes Payable On July 29, 2015, the Company entered into equity purchase agreements (the “Equity Line Purchase Agreements”) and registration rights agreements with certain accredited institutional investors. In consideration for entering into the Equity Line Purchase Agreements, the Company issued to the investors promissory notes having an aggregate principal amount of $300,000, which were recorded as stock issuance costs. The promissory notes had an issuance date present value of $282,071 and were repaid on April 15, 2016. The promissory notes did not include terms for interest, therefore the interest was imputed at 9%. Total discount amortization of $7,281 was recorded as interest expense for the year ended December 31, 2016. The discount was accreted over the term of the promissory notes using the effective interest rate method. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2017 | |
Warrant Liability [Abstract] | |
Warrant Liability | Note 6. Warrant Liability On June 25, 2013, the Company consummated a public offering in which the Company issued shares of common stock, together with warrants to purchase shares of common stock. These warrants contained provisions that protected holders from a decline in the issue price of the Company’s common stock (or “down-round” provision) and contained net settlement provisions. As a result, the Company accounted for these warrants as liabilities instead of equity instruments. Down-round provisions reduce the exercise or conversion price of a warrant if the Company issues equity shares for a price that is lower than the exercise or conversion price of the warrants. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or the number of shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a “fixed for fixed” option. As a result of the Company’s December 2014 registered public unit offering, the exercise price of warrants outstanding in connection with the public offering completed in June 2013 was adjusted to $6.10 per share. As a result of the Company’s December 2015 drawings on the Equity Line Purchase Agreements, the exercise price of warrants outstanding in connection with the public offering conducted in June 2013 was adjusted to $5.10 per share. The Company recognized these warrants as liabilities at their fair value on the date of grant and remeasured them to fair value on each reporting date. The Company recognized an initial warrant liability for the warrants issued in connection with the registered public offering completed in June 2013 totaling $4,827,788, which was based on the June 25, 2013 closing price of a share of the Company’s common stock as reported on OTC Markets of $9.60. During November 2016, the Company entered into amendments with the holders of those warrants pursuant to which the Company agreed to reduce the exercise price (after giving effect to the one-for-ten reverse stock split effective October 7, 2016) from $5.10 per share to $0.80 per share and permit those warrants to be exercised on a “cashless exercise” basis, and the Company eliminated the “down round” provision of those warrants not immediately exercised. As a result of the amendments, the warrant liability was remeasured as of the date of the modification, which resulted in an approximate $1,541,000 decrease in the carrying value of the warrant liability, which was recognized in the statement of operations for the year ended December 31, 2016. The warrant liability related to the warrants not immediately exercised was then reclassified to equity as the amended terms of the warrants qualified them to be accounted for as equity instruments. Of the 303,694 shares of common stock that remained issuable upon the exercise of such warrants as of the amendment date, warrants to purchase a total of 42,444 shares were exercised on a cashless basis and as a result 33,978 shares of common stock were issued on November 9, 2016. The assumptions used in the valuation of the warrants issued in the June 25, 2013 financing on November 9, 2016 using the Black Scholes model were as follows: November 9, Number of shares underlying the warrants 303,694 Exercise price $ 0.80 Volatility 93 % Risk-free interest rate 0.81 % Expected dividend yield 0 % Expected warrant life (years) 1.63 Stock price $ 3.65 Recurring Level 3 Activity and Reconciliation The table below provides a reconciliation of the beginning and ending balances for the liability measured at fair value using significant unobservable inputs (Level 3). Fair Value Measurements Using Significant Unobservable Inputs (Level 3): December 31, Reclassification of warrant liability to equity in 2016 Decrease in Fair Value December 31, Warrant liability $ 2,434,101 $ (892,860 ) $ (1,541,241 ) $ 0 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | ||
Income Taxes | Note 5. Income Taxes The Company had gross NOLs at December 31, 2017 of approximately $99,402,000 for federal tax purposes and approximately $5,766,000 of New Jersey NOL carry forwards remaining after the sale of unused net operating loss carry forwards, portions of which will begin to expire in 2018. In addition, the Company has $8,000,000 of various tax credits which expire from 2018 to 2035. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is likely that the utilization of the NOLs may be substantially limited. The Company has no tax provision for the three month periods ended March 31, 2018 and 2017 due to losses incurred and the recognition of full valuation allowances recorded against net deferred tax assets. On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act significantly revises U.S. corporate income taxation by, among other things, lowering the U.S. corporate income tax rate from 35.0% to 21.0% effective January 1, 2018. The Company does not anticipate any impact to the tax provision due to the full valuation allowance on its deferred tax assets and believes that the most significant impact on its consolidated financial statements was the reduction of approximately $14 million for the deferred tax assets related to net operating losses and other assets. Such reduction was fully offset by changes to the Company’s valuation allowance. In December 2017, the SEC issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. Until the accounting for the income tax impacts of the Tax Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as the Company refines its estimates or completes its accounting of such tax effects. | Note 7. Income Taxes The income tax benefit consisted of the following for the years ended December 31, 2017 and December 31, 2016: 2017 2016 Federal $ - $ - State (416,810 ) (530,143 ) Income tax benefit $ (416,810 ) $ (530,143 ) The significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2016 are as follows: 2017 2016 Net operating loss carry forwards $ 21,286,000 $ 32,028,000 Orphan drug and research and development credit carry forwards 7,878,000 6,374,000 Equity based compensation 1,332,000 1,943,000 Intangibles 1,289,000 1,921,000 Total 31,785,000 42,266,000 Valuation allowance (31,785,000 ) (42,266,000 ) Net deferred tax assets $ - $ - The Company had gross NOLs at December 31, 2017 of approximately $99,402,000 for federal tax purposes and approximately $5,766,000 of New Jersey NOL carry forwards remaining after the sale of unused net operating loss carry forwards, portions of which will begin to expire in 2018. In addition, the Company has $8,000,000 of various tax credits which expire from 2018 to 2035. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is likely that the utilization of the NOLs may be substantially limited. The Company and one or more of its subsidiaries files income tax returns in the U.S. Federal jurisdiction, and various state and local jurisdictions. During the years ended December 31, 2017 and 2016, in accordance with the State of New Jersey’s Technology Business Tax Certificate Program, which allowed certain high technology and biotechnology companies to sell unused NOL carry forwards to other New Jersey-based corporate taxpayers, the Company sold New Jersey NOL carry forwards, resulting in the recognition of $416,810 and $530,143 of income tax benefit, net of transaction costs, respectively. There can be no assurance as to the continuation or magnitude of this program in the future. Reconciliations of the difference between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended December 31, 2017 and 2016 were as follows: 2017 2016 Federal tax at statutory rate (34.0 )% (34.0 )% State tax benefits, plus sale of NJ NOL, net of federal benefit (11.6 ) (7.9 ) Permanent differences 5.7 10.3 Orphan drug and research and development credits (13.9 ) (38.8 ) Change in statutory rate 186.9 - Change in valuation allowance (138.6 ) 56.4 Income tax benefit (5.5 )% (14.0 )% On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises U.S. corporate income taxation by, among other things, lowering the U.S. corporate income tax rate from 35.0 % to 21.0% effective January 1, 2018. The Company does not anticipate any impact to tax expense due to the full valuation allowance on its deferred tax assets and believes that the most significant impact on its consolidated financial statements will be reduction of approximately $14 million for the deferred tax assets related to net operating losses and other assets. Such reduction is fully offset by changes to the Company’s valuation allowance. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. Until the accounting for the income tax impacts of the Tax Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as they refine their estimates or complete their accounting of such tax effects. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Shareholders' Equity [Abstract] | ||
Shareholders' Equity | Note 6. Shareholders’ Equity Preferred Stock The Company has 350,000 shares of preferred stock authorized, none of which are issued or outstanding. Common Stock During the three months ended March 31, 2018, the Company issued the following shares of common stock: ● On February 21, 2018, the Company issued 10,083 shares of common stock pursuant to the equity line with Lincoln Park. In March 2016, the Company entered into a common stock purchase agreement with Lincoln Park. The 2016 Lincoln Park equity facility allows the Company to require Lincoln Park to purchase up to 10,000 shares (“Regular Purchase”) of the Company’s common stock every two business days, up to an aggregate of $12.0 million over approximately a 36-month period with such amounts increasing as the quoted stock price increases. The Regular Purchase may be increased up to 15,000 shares of common stock if the closing price of the common shares is not below $10.00, up to 20,000 shares of common stock if the closing price of the common shares is not below $15.00 and up to 25,000 shares of common stock if the closing price of the common shares is not below $20.00. The purchase price for the Regular Purchase shall be equal to the lesser of (i) the lowest sale price of the common shares during the purchase date, or (ii) the average of the three lowest closing sale prices of the common shares during the twelve business days prior to the purchase date. Each Regular Purchase shall not exceed $750,000. Furthermore, for each purchase by Lincoln Park, additional commitment shares in commensurate amounts up to a total of 50,000 shares will be issued based upon the relative proportion of the aggregate amount of $12.0 million. In addition to the Regular Purchase and provided that the closing price of the common shares is not below $7.50 on the purchase date, the Company in its sole discretion may direct Lincoln Park on each purchase date to purchase on the next stock trading day (“Accelerated Purchase Date”) additional shares of Company stock up to the lesser of (i) three times the number of shares purchased following a Regular Purchase or (ii) 30% of the trading volume of shares traded on the Accelerated Purchase Date at a price equal to the lesser of the closing sale price on the Accelerated Purchase Date or 95% of the Accelerated Purchase Date’s volume weighted average price. At March 31, 2018, the Company had $10.2 million available from this equity line which expires in March 2019. FBR Agreement and Common Stock Offerings On August 11, 2017, the Company entered into an At Market Issuance Sales Agreement with FBR Capital Markets & Co. (“FBR”) to sell shares of the Company’s common stock, with aggregate gross proceeds of up to $4,800,000, from time to time, through an “at-the-market” equity offering program under which FBR acts as sales agent. Under the Sales Agreement, the Company set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales were requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provided that FBR was entitled to compensation for its services in an amount equal to 3% of the gross proceeds from the sale of shares sold under the Sales Agreement. The offering costs incurred to register the shares pursuant to the Sales Agreement were $164,825. The Company had no obligation to sell any shares under the Sales Agreement, and could suspend solicitation and offers under the Sales Agreement. The shares were issued pursuant to the Company’s shelf registration statement on Form S-3 and the Prospectus Supplement filed August 11, 2017 with the SEC in connection with the offer and sale of the shares pursuant to the Sales Agreement. The shares were issued pursuant to General Instruction I.B.6 of Form S-3, which permits the Company to sell shelf securities in a public primary offering with a value not exceeding one-third of the average market value of the Company’s voting and non-voting common equity held by non-affiliates in any 12-month period as long as the aggregate market value of the Company’s outstanding voting and non-voting common equity held by non-affiliates is less than $75 million. Currently no more shares may be sold under the Prospectus Supplement filed on August 11, 2017 because the Company has issued the maximum amount of shares permitted to be sold under General Instruction I.B.6 of Form S-3. With the passage of time or the fluctuation of the aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates, the Company anticipates that it will again be permitted to issue shares in reliance on General Instruction I.B.6 of Form S-3. On November 3, 2017, the Company issued 1,575,500 shares of common stock at a purchase price of $2.00 per share in a registered direct offering and 982,000 shares of common stock at a purchase price of $2.00 per share in a concurrent private placement. In connection with the concurrent registered public offering and the private placement, warrants to purchase 51,151 shares of the Company’s common stock were issued to representatives of the underwriters of the offering. The warrants are exercisable at $2.50 per share of common stock underlying the warrants for a four-year period commencing six months from the effective date of the offering. Gross proceeds to the Company from these offerings were approximately $5,115,000 before deducting placement agent fees and other estimated offering expenses payable by the Company. | Note 8. Shareholders’ Equity Preferred Stock The Company has 350,000 shares of preferred stock authorized, none of which are issued or outstanding. Common Stock The following items represent transactions in the Company’s common stock for the year ended December 31, 2017: ● On January 3, 2017, the Company issued 2,500 shares to a vendor for partial consideration for services performed. The fair value of the fully vested shares was $2.37 per share; ● On May 4, 2017, warrants to purchase a total of 250,000 shares were exercised on a cashless basis and as a result 200,125 shares of common stock were issued; ● On May 24, 2017, the Company issued 10,096 shares of common stock pursuant to the equity line with Lincoln Park; ● In July 2017, the Company issued 40,387 shares of common stock pursuant to the equity line with Lincoln Park; ● Between August 14 and October 25, 2017, the Company issued FBR 450,000 shares of common stock pursuant to the ATM agreement. ● On November 3, 2017, the Company issued 1,575,500 shares of common stock at a purchase price of $2.00 per share in a registered direct offering and 982,000 shares of common stock at a purchase price of $2.00 per share in a concurrent private placement. The following items represent transactions in the Company’s common stock for the year ended December 31, 2016: ● The Company issued Lincoln Park 277,135 shares of common stock pursuant to the equity line purchase agreement; ● On May 31, 2016, the Company issued 5,000 shares of common stock to a vendor for partial consideration for services performed. ● On August 29, 2016, the Company issued 2,500 shares of common stock to a vendor for partial consideration for services performed. ● On September 9, 2016, the Company entered into a common stock purchase agreement with SciClone pursuant to which the Company sold 352,942 shares of common stock to SciClone for an aggregate price of $3,000,000. ● In November 2016, warrants to purchase a total of 42,444 shares were exercised on a cashless basis and as a result 33,978 shares of common stock were issued. ● On December 16, 2016, 1,670,000 shares of the Company’s common stock and warrants to purchase 2,087,500 shares of the Company’s common stock at a combined offering price of $3.16 were issued in a registered public offering. In addition, the underwriters partially exercised the over-allotment to purchase an additional 282,505 warrants. The warrants have a per share exercise price of $3.95 and are exercisable immediately. Equity Line In November 2013, the Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). The Lincoln Park equity facility allowed the Company to require Lincoln Park to purchase up to $10.6 million of our common stock over a 36-month period depending on certain conditions. During the year ended December 31, 2016, there were no sales of common stock under the Lincoln Park 2013 equity facility. The 2013 Lincoln Park equity facility expired in November 2016 in accordance with the terms of the agreement. In March 2016, the Company entered into a common stock purchase agreement with Lincoln Park. The 2016 Lincoln Park equity facility allows the Company to require Lincoln Park to purchase up to 10,000 shares (“Regular Purchase”) of the Company’s common stock every two business days, up to an aggregate of $12.0 million over approximately a 36-month period with such amounts increasing as the quoted stock price increases. The Regular Purchase may be increased up to 15,000 shares of common stock if the closing price of the common shares is not below $10.00, up to 20,000 shares of common stock if the closing price of the common shares is not below $15.00 and up to 25,000 shares of common stock if the closing price of the common shares is not below $20.00. The purchase price for the Regular Purchase shall be equal to the lesser of (i) the lowest sale price of the common shares during the purchase date, or (ii) the average of the three lowest closing sale prices of the common shares during the twelve business days prior to the purchase date. Each Regular Purchase shall not exceed $750,000. Furthermore, for each purchase by Lincoln Park, additional commitment shares in commensurate amounts up to a total of 50,000 shares will be issued based upon the relative proportion of the aggregate amount of $12.0 million. In addition to the Regular Purchase and provided that the closing price of the common shares is not below $7.50 on the purchase date, the Company in its sole discretion may direct Lincoln Park on each purchase date to purchase on the next stock trading day (Accelerated Purchase Date”) additional shares of Company stock up to the lesser of (i) three times the number of shares purchased following a Regular Purchase or (ii) 30% of the trading volume of shares traded on the Accelerated Purchase Date at a price equal to the lesser of the closing sale price on the Accelerated Purchase Date or 95% of the Accelerated Purchase Date’s volume weighted average price. As of December 31, 2017, the Company had $10.2 million available under the equity facility. Upon entering into the agreement, the Company issued 10,000 shares of common stock as consideration for its commitment to purchase shares of the Company’s common stock under the purchase agreement. The value of these shares on the date granted was $81,000, which was accounted for as a stock issuance cost. During the year ended December 31, 2016, the Company sold 260,000 shares of common stock and issued 7,135 commitment shares and received proceeds of $1,712,320. The value of commitment shares on the date granted was $47,244 which was accounted for as a stock issuance cost. During the year ended December 31, 2017, the Company sold 50,000 shares of common stock and issued 483 commitment shares and received proceeds of $115,930. The value of commitment shares on the date granted was $1,125, which was accounted for as a stock issuance cost. FBR Agreement and Common Stock Offerings On August 11, 2017, the Company entered into an At Market Issuance Sales Agreement with FBR Capital Markets & Co. (“FBR”) to sell shares of the Company’s common stock, with aggregate gross proceeds of up to $4,800,000, from time to time, through an “at-the-market” equity offering program under which FBR acts as sales agent. Under the Sales Agreement, the Company set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales were requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provided that FBR was entitled to compensation for its services in an amount equal to 3% of the gross proceeds from the sale of shares sold under the Sales Agreement. The offering costs incurred to register the shares pursuant to the Sales Agreement were $164,825. The Company had no obligation to sell any shares under the Sales Agreement, and could suspend solicitation and offers under the Sales Agreement. The shares were issued pursuant to the Company’s shelf registration statement on Form S-3 and the Prospectus Supplement filed August 11, 2017 with the U.S. Securities and Exchange Commission in connection with the offer and sale of the shares pursuant to the Sales Agreement. There are no more shares that can be sold under the Prospectus Supplement filed on August 11, 2017 as a result of the Company’s registered direct offering and private placement on November 3, 2017 (see below). On November 3, 2017, the Company issued 1,575,500 shares of common stock at a purchase price of $2.00 per share in a registered direct offering and 982,000 shares of common stock at a purchase price of $2.00 per share in a concurrent private placement. In connection with the concurrent registered public offering and the private placement, warrants to purchase 51,151 shares of the Company’s common stock were issued to representatives of the underwriters of the offering. The warrants are exercisable at $2.50 per share of common stock underlying the warrants for a four-year period commencing six months from the effective date of the offering. Gross proceeds to the Company from these offerings were approximately $5,115,000 before deducting placement agent fees and other estimated offering expenses payable by the Company. The shares were issued pursuant to the Company’s registration statements filed with the U.S. Securities and Exchange Commission on a prospectus supplement on October 31, 2017 and Form S-1 on November 20, 2017. |
Stock Option Plans and Warrants
Stock Option Plans and Warrants to Purchase Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stock Option Plans and Warrants to Purchase Common Stock [Abstract] | |
Stock Option Plans and Warrants to Purchase Common Stock | Note 9. Stock Option Plans and Warrants to Purchase Common Stock Stock Option Plans The Amended and Restated 2005 Equity Incentive Plan was replaced by the 2015 Equity Incentive Plan (“2015 Plan”), which was approved in June 2015. As of December 31, 2017, a maximum of 600,000 shares are available for grants under the 2015 Plan, and are divided into four separate equity programs: 1) the Discretionary Option Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of common stock, 2) the Salary Investment Option Grant Program, under which eligible employees may elect to have a portion of their base salary invested each year in options to purchase shares of common stock, 3) the Automatic Option Grant Program, under which eligible nonemployee Board members will automatically receive options at periodic intervals to purchase shares of common stock, and 4) the Director Fee Option Grant Program, under which non-employee Board members may elect to have all, or any portion, of their annual retainer fee otherwise payable in cash applied to a special option grant. The 2005 Equity Incentive Plan (“2005 Plan”) also was divided into four separate equity programs: 1) the Discretionary Option Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be issued common stock or granted options to purchase shares of common stock, 2) the Salary Investment Option Grant Program, under which eligible employees may elect to have a portion of their base salary invested each year in options to purchase shares of common stock, 3) the Automatic Option Grant Program, under which eligible nonemployee Board members will automatically receive options at periodic intervals to purchase shares of common stock, and 4) the Director Fee Option Grant Program, under which non-employee Board members may elect to have all, or any portion, of their annual retainer fee otherwise payable in cash applied to a special option grant. The 2005 Plan expired in 2015 and thus no securities remain available for future issuance under that plan. The table below accounts only for transactions occurring as part of the 2015 Plan. Shares available for grant at January 1, 2017 185,769 Increase in shares available for grant 300,000 Options granted (476,100 ) Options forfeited 4,300 Shares available for grant at December 31, 2017 13,969 The total option activity for the 2005 Plan and the 2015 Plan for the years ended December 31, 2017 and 2016 was as follows: Options Weighted Average Options Exercise Price Balance outstanding at December 31, 2015 276,861 $ 21.30 Granted 66,875 5.30 Increase post reverse stock split 1,851 17.07 Exercised - - Forfeited (14,982 ) 48.52 Balance outstanding at December 31, 2016 330,605 $ 17.07 Granted 476,100 2.24 Exercised - - Forfeited (21,050 ) 51.62 Balance outstanding at December 31, 2017 785,655 $ 7.15 As of December 31, 2017, there were 439,963 options exercisable with a weighted average exercise price of $10.77 and a weighted average remaining contractual term of 7.06 years. As of December 31, 2017, there were 785,655 options outstanding with a weighted average remaining term of 8.18 years. The Company awarded 476,100 and 66,875 stock options during the years ended December 31, 2017 and 2016, respectively, which had a weighted average grant date fair value per share of $1.54 and $3.90, respectively. The weighted-average exercise price, by price range, for outstanding options to purchase common stock at December 31, 2017 was: Price Range Weighted Average Remaining Contractual Life in Years Outstanding Options Exercisable Options $2.01-$19.50 8.60 705,274 359,582 $20.00-$41.00 5.28 59,581 59,581 $46.40-$62.00 2.44 20,800 20,800 Total 8.18 785,655 439,963 The Company’s share-based compensation expense for the years ended December 31, 2017 and 2016 was recognized as follows: Share-based compensation 2017 2016 Research and development $ 213,944 $ 230,573 General and administrative 275,843 344,404 Total $ 489,787 $ 574,977 At December 31, 2017, the total compensation cost for stock options not yet recognized was approximately $512,766 and will be expensed over the next three years. Warrants to Purchase Common Stock As described in Note 6. Warrant Liability, during November 2016, the Company entered into amendments with the holders of the price protected warrants issued in the June 2013 registered public offering eliminating the “down round” provision and permitting those warrants to be exercised on a “cashless exercise” basis. Of the 303,694 shares of common stock that remained issuable on the date of the amendments upon the exercise of such warrants, warrants to purchase a total of 42,444 shares were exercised on a cashless basis on November 9, 2016. The fair value of the warrant liability of $892,860 related to the remaining 261,250 warrants outstanding after the amendment and exercises was reclassified to equity as the amended terms of the warrants qualified them to be accounted for as equity instruments. On December 16, 2016, 1,670,000 shares of our common stock and warrants to purchase 2,087,500 shares of the Company’s common stock at a combined offering price of $3.16 were issued in a registered public offering. In addition, the underwriters partially exercised the over-allotment to purchase an additional 282,505 warrants. Commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an exercise price of $3.95 per share, prior to five years from the date of issuance, after which date any unexercised warrants will expire and have no further value. The warrants are traded on the Nasdaq Capital Market under the symbol “SNGXW”. In connection with the registered public offering, a warrant to purchase 33,400 shares of the Company’s common stock was issued to the representative of the underwriters of the offering. The warrant is exercisable at $3.95 per share of common stock underlying the warrant for a four-year period commencing one year from the effective date of the offering. On November 3, 2017, 1,575,500 shares of common stock were issued at a purchase price of $2.00 per share and 982,000 shares of common stock were issued at a purchase price of $2.00 per share in a concurrent private placement. In connection with the concurrent registered public offering and the private placement, warrants to purchase 51,151 shares of the Company’s common stock were issued to the representatives of the underwriters of the offering. The warrants are exercisable at $2.50 per share of common stock underlying the warrants for a four-year period commencing six months from the effective date of the offering. Warrant activity for the years ended December 31, 2017 and 2016 was as follows: Warrants Weighted Average Exercise Price Balance at December 31, 2015 492,614 $ 7.40 Granted 2,403,405 3.95 Exercised (42,444 ) 0.80 Balance at December 31, 2016 2,853,575 $ 4.13 Granted 51,151 2.50 Exercised (250,000 ) 0.80 Expired (77,488 ) 5.58 Balance at December 31, 2017 2,577,238 $ 4.38 The remaining life, by grant date, for outstanding warrants at December 31, 2017 was: Grant Date Exercise Price Remaining Contractual Life in Years Outstanding Warrants Exercisable Warrants 6/25/2013 0.80 0.48 11,250 11,250 12/5/2013 20.50 0.93 500 500 12/24/2014 14.80 1.98 110,932 110,932 12/16/2016 3.95 3.96 2,403,405 2,403,405 11/3/2017 2.50 4.83 51,151 - Total 3.78 2,577,238 2,526,087 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Concentrations [Abstract] | |
Concentrations | Note 10. Concentrations At December 31, 2017 and 2016, the Company had deposits in major financial institutions that exceeded the amount under protection by the Securities Investor Protection Corporation (“SIPC”). Currently, the Company is covered up to $1,000,000 by the SIPC and at times maintains cash balances in excess of the SIPC coverage. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 7. Commitments and Contingencies The Company has commitments of approximately $475,000 as of March 31, 2018 for several licensing agreements with consultants and universities. Additionally, the Company has collaboration and license agreements, which upon clinical or commercialization success, may require the payment of milestones of up to $7.9 million and/or royalties up to 6% of net sales of covered products, if and when achieved. However, there can be no assurance that clinical or commercialization success will occur. As of March 31, 2018, the Company has accrued for approximately $197,000 in milestone payments. The Company currently leases approximately 6,200 square feet of office space at 29 Emmons Drive, Suite B-10 in Princeton, New Jersey pursuant to a lease that was amended in October 2017 and expires in October 2020. This office space currently serves as the Company’s corporate headquarters. The rent for the first 12 months is approximately $11,367 per month, or approximately $22.00 per square foot. The rent will increase to approximately $11,625 per month, or approximately $22.50 per square foot, for the next 12 months and increase to approximately $11,883 per month, or approximately $23.00 per square foot for the remainder of the lease. On September 3, 2014, the Company entered into an asset purchase agreement with Hy Biopharma, Inc. (“Hy Biopharma”) pursuant to which the Company acquired certain intangible assets, properties and rights of Hy Biopharma related to the development of Hy BioPharma’s synthetic hypericin product. As consideration for the assets acquired, the Company paid $275,000 in cash and issued 184,912 shares of common stock with a fair value based on the Company’s stock price on the date of grant of $3,750,000. These amounts were charged to research and development expense during the third quarter of 2014 as the assets will be used in the Company’s research and development activities and do not have alternative future use pursuant to generally accepted accounting principles in the U.S. Provided all future success-oriented milestones are attained, the Company will be required to make additional payments of up to $10.0 million, if and when achieved. Payments will be payable in restricted securities of the Company provided they do not exceed 19.9% ownership of the Company’s outstanding stock. As of March 31, 2018, no milestone or royalty payments have been paid or accrued. In February 2007, the Company’s Board of Directors authorized the issuance of 5,000 shares of the Company’s common stock to Dr. Schaber immediately prior to the completion of a transaction, or series or a combination of related transactions, negotiated by its Board of Directors whereby, directly or indirectly, a majority of its capital stock or a majority of its assets are transferred from the Company and/or its stockholders to a third party. Dr. Schaber’s amended employment agreement includes the Company’s obligation to issue such shares if such event occurs. As a result of the above agreements, the Company has future contractual obligations over the next five years as follows: Year Research and Development Property and Other Leases Total April 1 through December 31, 2018 $ 75,000 $ 145,461 $ 220,461 2019 100,000 148,561 248,561 2020 100,000 127,377 227,377 2021 100,000 5,696 105,696 2022 100,000 - 100,000 Total $ 475,000 $ 427,095 $ 902,095 | Note 11. Commitments and Contingencies The Company has commitments of approximately $500,000 at December 31, 2017 for several licensing agreements with consultants and universities. Additionally, the Company has collaboration and license agreements, which upon clinical or commercialization success, may require the payment of milestones of up to $7.9 million and/or royalties up to 6% of net sales of covered products, if and when achieved. However, there can be no assurance that clinical or commercialization success will occur. As of December 31, 2017, the Company has accrued for approximately $197,000 in milestone payments. The Company currently leases approximately 6,200 square feet of office space at 29 Emmons Drive, Suite B-10 in Princeton, New Jersey pursuant to a lease that was amended in October 2017 and expires in October 2020. This office space currently serves as the Company’s corporate headquarters. The rent for the first 12 months is approximately $11,367 per month, or approximately $22.00 per square foot. The rent will increase to approximately $11,625 per month, or approximately $22.50 per square foot, for the next 12 months and increase to approximately $11,883 per month, or approximately $23.00 per square foot for the remainder of the lease. On September 3, 2014, the Company entered into an asset purchase agreement with Hy Biopharma, Inc. (“Hy Biopharma”) pursuant to which the Company acquired certain intangible assets, properties and rights of Hy Biopharma related to the development of Hy BioPharma’s synthetic hypericin product. As consideration for the assets acquired, the Company paid $275,000 in cash and issued 184,912 shares of common stock with a fair value based on the Company’s stock price on the date of grant of $3,750,000. These amounts were charged to research and development expense during the third quarter of 2014 as the assets will be used in the Company’s research and development activities and do not have alternative future use pursuant to generally accepted accounting principles in the United States. Provided all future success-oriented milestones are attained, the Company will be required to make additional payments of up to $10.0 million, if and when achieved. Payments will be payable in restricted securities of the Company provided they do not exceed 19.9% ownership of the Company’s outstanding stock. As of December 31, 2017, no milestone or royalty payments have been paid or accrued. In February 2007, the Company’s Board of Directors authorized the issuance of 5,000 shares of the Company’s common stock to Dr. Schaber immediately prior to the completion of a transaction, or series or a combination of related transactions, negotiated by its Board of Directors whereby, directly or indirectly, a majority of its capital stock or a majority of its assets are transferred from the Company and/or its stockholders to a third party. Dr. Schaber’s amended employment agreement includes the Company’s obligation to issue such shares if such event occurs. As a result of the above agreements, the Company has future contractual obligations over the next five years as follows: Year Research and Development Property and Total 2018 $ 100,000 $ 139,765 $ 239,765 2019 100,000 148,561 248,561 2020 100,000 127,377 227,377 2021 100,000 5,696 105,696 2022 100,000 - 100,000 Total $ 500,000 $ 421,399 $ 921,399 |
Operating Segments
Operating Segments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Operating Segments [Abstract] | ||
Operating Segments | Note 8. Operating Segments The Company maintains two active operating segments: BioTherapeutics and Vaccines/BioDefense. Each segment includes an element of overhead costs specifically associated with its operations, with its corporate shared services group responsible for support functions generic to both operating segments. Three Months Ended March 31, 2018 2017 Revenues Vaccines/BioDefense $ 809,256 $ 1,330,884 BioTherapeutics 310,517 - Total $ 1,119,773 $ 1,330,884 Income/(Loss) from Operations Vaccines/BioDefense $ (86,205 ) $ 136,600 BioTherapeutics (1,521,348 ) (1,027,555 ) Corporate (786,548 ) (847,235 ) Total $ (2,394,101 ) $ (1,738,190 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 4,480 $ 9,769 BioTherapeutics 5,384 9,567 Corporate 1,350 1,714 Total $ 11,214 $ 21,050 Interest Income, Net Corporate $ 16,895 $ 4,753 Share-Based Compensation Vaccines/BioDefense $ 15,668 $ 17,998 BioTherapeutics 28,318 49,770 Corporate 63,984 78,859 Total $ 107,970 $ 146,627 As of March 31, 2018 As of December 31, Identifiable Assets Vaccines/BioDefense $ 768,868 $ 906,416 BioTherapeutics 146,404 116,344 Corporate 6,563,527 8,526,891 Total $ 7,478,799 $ 9,549,651 | Note 12. Operating Segments The Company maintains two active operating segments: BioTherapeutics and Vaccines/BioDefense. Each segment includes an element of overhead costs specifically associated with its operations, with its corporate shared services group responsible for support functions generic to both operating segments. For the Years Ended December 31, 2017 2016 Revenues Vaccines/BioDefense $ 4,749,294 $ 10,448,794 BioTherapeutics 683,178 - Total $ 5,432,472 $ 10,448,794 Income (Loss) from Operations Vaccines/BioDefense $ 232,166 $ 1,563,884 BioTherapeutics (4,181,811 ) (3,399,933 ) Corporate (3,644,154 ) (3,873,533 ) Total $ (7,593,799 ) $ (5,709,582 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 33,183 $ 40,186 BioTherapeutics 30,614 41,395 Corporate 4,766 8,347 Total $ 68,563 $ 89,928 Other Income, Net Corporate $ 29,906 $ 1,934,056 Share-Based Compensation Vaccines/BioDefense $ 76,625 $ 99,410 BioTherapeutics 137,319 131,163 Corporate 275,843 344,404 Total $ 489,787 $ 574,977 As of December 31, 2017 2016 Identifiable Assets Vaccines/BioDefense $ 906,416 $ 1,297,986 BioTherapeutics 116,344 49,422 Corporate 8,526,891 8,919,698 Total $ 9,549,651 $ 10,267,105 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. | Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Contracts and Grants Receivable | Contracts and Grants Receivable Contracts and grants receivable consist of amounts due from various grants from the NIH and contracts from NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. | Contracts and Grants Receivable Contracts and grants receivable consist of amounts due from various grants from the NIH and contracts from BARDA and NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. |
Intangible Assets | Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the three months ended March 31, 2018 and 2017. | Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the years ended December 31, 2017 or 2016. These intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or if the underlying program is no longer being pursued. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the related asset or group of assets. No such write downs have occurred during the years ended December 31, 2017 and 2016. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Office furniture and equipment and intangible assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the three months ended March 31, 2018 and 2017. | Impairment of Long-Lived Assets Office furniture and equipment and intangible assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the years ended December 31, 2017 or 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. | Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. As a result, certain warrants issued in connection with the Company’s June 2013 registered public offering were accounted for as derivatives. See Note 6, Warrant Liability |
Revenue Recognition | Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. The revenue from government contracts and grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the contracts and grants, plus a facilities and administrative rate that provides funding for overhead expenses and management fees. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs reimbursable internal expenses that are related to the government contracts and grants. | The Company’s revenues are primarily generated from government contracts and grants. The revenue from government contracts and grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the contracts and grants, plus a facilities and administrative rate that provides funding for overhead expenses and management fees. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs reimbursable internal expenses that are related to the government contracts and grants. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development | Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development |
Accounting for Warrants | Accounting for Warrants The Company considered FASB ASC 815, Evaluating Whether an Instrument is Considered Indexed to an Entity’s Own Stock During the year ended December 31, 2016, the Company entered into amendments with the holders of those warrants, and as a result the warrants were reclassified to equity as the amended terms of the warrants qualified them to be accounted for as equity instruments. All other warrants that have been issued by the Company were indexed to the Company’s stock and therefore accounted for as equity instruments. | |
Share-Based Compensation | Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire share-based compensation expense is recognized upon issuance to the vendors and/or consultants. Share-based compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees The Company did not issue any stock options during the three months ended March 31, 2018. During the three months ended March 31, 2017, the Company issued stock options at a weighted average exercise price of $2.67 per share. The fair value of options issued during the three months ended March 31, 2017 were estimated using the Black-Scholes option-pricing model and the following assumptions: ● a dividend yield of 0%; ● an expected life of 4 years; ● volatility of 84% ● forfeitures at a rate of 12%; and ● risk free interest rates ranging 1.72% - 1.81% The fair value of each option grant made during 2017 was estimated on the date of each grant using the Black-Scholes option pricing model and recognized as share-based compensation expense ratably over the option vesting periods, which approximates the service period. | Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire share-based compensation expense is recognized upon issuance to the vendors and/or consultants. Share-based compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with and FASB ASC 505-50, Equity-Based Payments to Non-Employees For the year ended December 31, 2017, the Company issued 476,100 stock options at a weighted average exercise price of $2.24 per share. The fair value of options issued during the years ended December 31, 2017 and 2016 was estimated using the Black-Scholes option-pricing model and the following assumptions: ● a dividend yield of 0%; ● an expected life of 4 years; ● volatility of 90% - 93% for 2017 and 84% - 121% for 2016; ● forfeitures at a rate of 12%; and ● risk-free interest rates ranging from 1.60% to 2.02% and 0.96% to 1.70% for 2017 and 2016, respectively. The fair value of each option grant made during 2017 and 2016 was estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option vesting periods, which approximates the service period. |
Income Taxes | Income Taxes On December 22, 2017, the United States (“U.S.”) government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises U.S. corporate income taxation by, among other things, lowering the U.S. corporate income tax rate from 35.0% to 21.0% effective January 1, 2018. The Company does not anticipate any impact to the tax provision due to the full valuation allowance on its deferred tax assets and believes that the most significant impact on its consolidated financial statements was the reduction of approximately $14 million for the deferred tax assets related to net operating losses and other assets. Such reduction was fully offset by changes to the Company’s valuation allowance. In December 2017, the U.S. Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. Until the accounting for the income tax impacts of the Tax Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as the Company refines its estimates or completes its accounting of such tax effects. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through March 31, 2018 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. There were no tax related interest and penalties recorded for the periods ended March 31, 2018 or 2017. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at March 31, 2018 and December 31, 2017. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through December 31, 2017 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2017 and 2016. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at December 31, 2017 and 2016. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation because their effect would be anti-dilutive: For the Quarter Ended For the Quarter Ended March 31, March 31, Common stock purchase warrants 2,577,238 2,853,575 Stock options 782,155 464,355 Total 3,359,393 3,317,930 The weighted average exercise price of the Company’s stock options and warrants outstanding at March 31, 2018 were $7.16 and $4.38 per share, respectively, and at March 31, 2017 were $12.70 and $4.13 per share, respectively. | Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. For the Year Ended For the Year Ended December 31, December 31, Numerator: Net loss for basic earnings per share $ (7,147,083 ) $ (3,245,383 ) Less change in fair value of warrant liability - 1,541,241 Net loss for diluted earnings per share $ (7,147,083 ) $ (4,786,624 ) Denominator: Weighted-average basic common shares outstanding 6,144,237 3,481,460 Assumed conversion of dilutive securities: Common stock purchase warrants - 102,127 Denominator for diluted earnings per share – adjusted weighted-average shares 6,144,237 3,583,387 Basic net loss per share ($ 1.16 ) ($ 0.93 ) Diluted net loss per share ($ 1.16 ) ($ 1.34 ) The following table summarizes potentially dilutive adjustments to the number of common shares which were excluded from the calculation because their effect would be anti-dilutive. For the Year Ended For the Year Ended December 31, December 31, Common stock purchase warrants 2,577,238 2,853,575 Stock options 785,655 330,605 Total 3,362,893 3,184,180 The weighted average exercise price of the Company’s stock options and warrants outstanding at December 31, 2017 were $7.15 and $4.38 per share, respectively. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants and, stock options and the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants and stock options and the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is evaluating the impact of the adoption of this update on the Company’s consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU No. 2017-11, (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases” (topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is evaluating the impact of the adoption of this update on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, and intends to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. It is effective for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. The Company adopted this standard effective January 1, 2017, and elected not to change its accounting policy with respect to the estimation of forfeitures. As a result, there was no material impact to the financial statements. In July 2017, the FASB issued ASU No. 2017-11, (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of earnings per share | For the Year Ended For the Year Ended December 31, December 31, Numerator: Net loss for basic earnings per share $ (7,147,083 ) $ (3,245,383 ) Less change in fair value of warrant liability - 1,541,241 Net loss for diluted earnings per share $ (7,147,083 ) $ (4,786,624 ) Denominator: Weighted-average basic common shares outstanding 6,144,237 3,481,460 Assumed conversion of dilutive securities: Common stock purchase warrants - 102,127 Denominator for diluted earnings per share – adjusted weighted-average shares 6,144,237 3,583,387 Basic net loss per share ($ 1.16 ) ($ 0.93 ) Diluted net loss per share ($ 1.16 ) ($ 1.34 ) | |
Schedule of potentially dilutive adjustments to the number of common shares excluded from the calculation | For the Quarter Ended For the Quarter Ended March 31, March 31, Common stock purchase warrants 2,577,238 2,853,575 Stock options 782,155 464,355 Total 3,359,393 3,317,930 | For the Year Ended For the Year Ended December 31, December 31, Common stock purchase warrants 2,577,238 2,853,575 Stock options 785,655 330,605 Total 3,362,893 3,184,180 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets [Abstract] | ||
Summary of intangible assets | Cost Accumulated Amortization Net Book March 31, 2018 Licenses $ 462,234 $ 394,998 $ 67,236 Patents 1,893,185 1,893,185 - Total $ 2,355,419 $ 2,288,183 $ 67,236 December 31, 2017 Licenses $ 462,234 $ 388,282 $ 73,952 Patents 1,893,185 1,893,185 - Total $ 2,355,419 $ 2,281,467 $ 73,952 | Cost Accumulated Amortization Net Book Value December 31, 2017 Licenses $ 462,234 $ 388,282 $ 73,952 Patents 1,893,185 1,893,185 - Total $ 2,355,419 $ 2,281,467 $ 73,952 December 31, 2016 Licenses $ 462,234 $ 361,044 $ 101,190 Patents 1,893,185 1,867,747 25,438 Total $ 2,355,419 $ 2,228,791 $ 126,628 |
Summary of future annual amortization expense | Amortization April 1 through December 31, 2018 $ 30,584 2019 $ 36,652 | Year Amortization Expense 2018 $ 37,300 2019 $ 36,652 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accrued Expenses [Abstract] | ||
Summary of accrued expenses | March 31, 2018 December 31, Clinical trial expenses $ 1,271,888 $ 1,011,666 Other 334,938 131,640 Total $ 1,606,826 $ 1,143,306 | For the Years Ended 2017 2016 Clinical trial expenses $ 1,011,666 $ 741,174 Other 131,640 64,944 Total $ 1,143,306 $ 806,118 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrant Liability [Abstract] | |
Schedule of assumptions used in the valuation of warrants issued | November 9, Number of shares underlying the warrants 303,694 Exercise price $ 0.80 Volatility 93 % Risk-free interest rate 0.81 % Expected dividend yield 0 % Expected warrant life (years) 1.63 Stock price $ 3.65 |
Schedule of liability measured at fair value using significant unobservable inputs (Level 3) | December 31, Reclassification of warrant liability to equity in 2016 Decrease in Fair Value December 31, Warrant liability $ 2,434,101 $ (892,860 ) $ (1,541,241 ) $ 0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of income tax benefit | 2017 2016 Federal $ - $ - State (416,810 ) (530,143 ) Income tax benefit $ (416,810 ) $ (530,143 ) |
Schedule of deferred tax assets and liabilities | 2017 2016 Net operating loss carry forwards $ 21,286,000 $ 32,028,000 Orphan drug and research and development credit carry forwards 7,878,000 6,374,000 Equity based compensation 1,332,000 1,943,000 Intangibles 1,289,000 1,921,000 Total 31,785,000 42,266,000 Valuation allowance (31,785,000 ) (42,266,000 ) Net deferred tax assets $ - $ - |
Schedule of reconciliations difference between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit | 2017 2016 Federal tax at statutory rate (34.0 )% (34.0 )% State tax benefits, plus sale of NJ NOL, net of federal benefit (11.6 ) (7.9 ) Permanent differences 5.7 10.3 Orphan drug and research and development credits (13.9 ) (38.8 ) Change in statutory rate 186.9 - Change in valuation allowance (138.6 ) 56.4 Income tax benefit (5.5 )% (14.0 )% |
Stock Option Plans and Warran25
Stock Option Plans and Warrants to Purchase Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | Shares available for grant at January 1, 2017 185,769 Increase in shares available for grant 300,000 Options granted (476,100 ) Options forfeited 4,300 Shares available for grant at December 31, 2017 13,969 |
Share Based Compensation [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | Share-based compensation 2017 2016 Research and development $ 213,944 $ 230,573 General and administrative 275,843 344,404 Total $ 489,787 $ 574,977 |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | Options Weighted Average Options Exercise Price Balance outstanding at December 31, 2015 276,861 $ 21.30 Granted 66,875 5.30 Increase post reverse stock split 1,851 17.07 Exercised - - Forfeited (14,982 ) 48.52 Balance outstanding at December 31, 2016 330,605 $ 17.07 Granted 476,100 2.24 Exercised - - Forfeited (21,050 ) 51.62 Balance outstanding at December 31, 2017 785,655 $ 7.15 |
Summary of weighted-average range of exercise prices for options and warrants outstanding and exercisable | Price Range Weighted Average Remaining Contractual Life in Years Outstanding Options Exercisable Options $2.01-$19.50 8.60 705,274 359,582 $20.00-$41.00 5.28 59,581 59,581 $46.40-$62.00 2.44 20,800 20,800 Total 8.18 785,655 439,963 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | Warrants Weighted Average Exercise Price Balance at December 31, 2015 492,614 $ 7.40 Granted 2,403,405 3.95 Exercised (42,444 ) 0.80 Balance at December 31, 2016 2,853,575 $ 4.13 Granted 51,151 2.50 Exercised (250,000 ) 0.80 Expired (77,488 ) 5.58 Balance at December 31, 2017 2,577,238 $ 4.38 |
Summary of weighted-average range of exercise prices for options and warrants outstanding and exercisable | Grant Date Exercise Price Remaining Contractual Life in Years Outstanding Warrants Exercisable Warrants 6/25/2013 0.80 0.48 11,250 11,250 12/5/2013 20.50 0.93 500 500 12/24/2014 14.80 1.98 110,932 110,932 12/16/2016 3.95 3.96 2,403,405 2,403,405 11/3/2017 2.50 4.83 51,151 - Total 3.78 2,577,238 2,526,087 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
Summary of future contractual obligations | Year Research and Development Property and Other Leases Total April 1 through December 31, 2018 $ 75,000 $ 145,461 $ 220,461 2019 100,000 148,561 248,561 2020 100,000 127,377 227,377 2021 100,000 5,696 105,696 2022 100,000 - 100,000 Total $ 475,000 $ 427,095 $ 902,095 | Year Research and Development Property and Total 2018 $ 100,000 $ 139,765 $ 239,765 2019 100,000 148,561 248,561 2020 100,000 127,377 227,377 2021 100,000 5,696 105,696 2022 100,000 - 100,000 Total $ 500,000 $ 421,399 $ 921,399 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Operating Segments [Abstract] | ||
Summary of operating segments | Three Months Ended March 31, 2018 2017 Revenues Vaccines/BioDefense $ 809,256 $ 1,330,884 BioTherapeutics 310,517 - Total $ 1,119,773 $ 1,330,884 Income/(Loss) from Operations Vaccines/BioDefense $ (86,205 ) $ 136,600 BioTherapeutics (1,521,348 ) (1,027,555 ) Corporate (786,548 ) (847,235 ) Total $ (2,394,101 ) $ (1,738,190 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 4,480 $ 9,769 BioTherapeutics 5,384 9,567 Corporate 1,350 1,714 Total $ 11,214 $ 21,050 Interest Income, Net Corporate $ 16,895 $ 4,753 Share-Based Compensation Vaccines/BioDefense $ 15,668 $ 17,998 BioTherapeutics 28,318 49,770 Corporate 63,984 78,859 Total $ 107,970 $ 146,627 As of March 31, 2018 As of December 31, Identifiable Assets Vaccines/BioDefense $ 768,868 $ 906,416 BioTherapeutics 146,404 116,344 Corporate 6,563,527 8,526,891 Total $ 7,478,799 $ 9,549,651 | For the Years Ended December 31, 2017 2016 Revenues Vaccines/BioDefense $ 4,749,294 $ 10,448,794 BioTherapeutics 683,178 - Total $ 5,432,472 $ 10,448,794 Income (Loss) from Operations Vaccines/BioDefense $ 232,166 $ 1,563,884 BioTherapeutics (4,181,811 ) (3,399,933 ) Corporate (3,644,154 ) (3,873,533 ) Total $ (7,593,799 ) $ (5,709,582 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 33,183 $ 40,186 BioTherapeutics 30,614 41,395 Corporate 4,766 8,347 Total $ 68,563 $ 89,928 Other Income, Net Corporate $ 29,906 $ 1,934,056 Share-Based Compensation Vaccines/BioDefense $ 76,625 $ 99,410 BioTherapeutics 137,319 131,163 Corporate 275,843 344,404 Total $ 489,787 $ 574,977 As of December 31, 2017 2016 Identifiable Assets Vaccines/BioDefense $ 906,416 $ 1,297,986 BioTherapeutics 116,344 49,422 Corporate 8,526,891 8,919,698 Total $ 9,549,651 $ 10,267,105 |
Nature of Business (Details)
Nature of Business (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($)Segment | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Nature of Business (Textual) | |||||
Number of operating segments | Segment | 2 | 2 | |||
Cash and cash equivalents | $ 6,368,057 | $ 7,143,821 | $ 7,809,487 | $ 8,772,567 | $ 4,921,545 |
Net decrease in cash and cash equivalents | $ (1,441,430) | (1,628,746) | $ (963,080) | 3,851,022 | |
Percentage decrease in cash and cash equivalents | 18.00% | 11.00% | |||
Cash used in operations | $ (1,459,306) | (1,626,615) | $ (6,510,567) | (4,982,421) | |
Working capital | 3,945,717 | 6,185,863 | 7,243,918 | ||
Decrease in working capital | $ 2,240,146 | $ 1,058,055 | |||
Percentage of decrease in working capital | 36.00% | 15.00% | |||
Government contract and grant funding available | $ 18,400,000 | $ 19,600,000 | |||
Net proceeds from the sale of NJ NOL | 416,810 | ||||
Equity facility, available amount | $ 10,200,000 | ||||
Equity facility expiration date | Mar. 31, 2019 | ||||
Accumulated deficit | $ (159,647,251) | (157,270,045) | (150,122,962) | ||
Net loss | $ (2,377,206) | $ (1,733,437) | $ (7,147,083) | $ (3,245,383) | |
Contracts from BARDA and NIAID, description | The Company generates revenues under government grants primarily from the National Institutes of Health ("NIH") and government contracts from BARDA and NIAID. The Company is currently developing RiVax® under a NIH contract of up to $24.7 million, and SGX301 and SGX942 under two separate NIH grants of approximately $1.5 million each over two years. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||||
Net loss for basic earnings per share | $ (7,147,083) | $ (3,245,383) | ||
Less change in fair value of warrant liability | 1,541,241 | |||
Net loss for diluted earnings per share | $ (7,147,083) | $ (4,786,624) | ||
Denominator: | ||||
Weighted-average basic common shares outstanding | 8,734,897 | 5,472,449 | 6,144,237 | 3,481,460 |
Assumed conversion of dilutive securities: | ||||
Common stock purchase warrants | 102,127 | |||
Denominator for diluted earnings per share - adjusted weighted-average shares | 6,144,237 | 3,583,387 | ||
Basic net loss per share | $ (0.27) | $ (0.32) | $ (1.16) | $ (0.93) |
Diluted net loss per share | $ (0.27) | $ (0.32) | $ (1.16) | $ (1.34) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Dilutive adjustments to the number of common shares | ||||
Total | 3,359,393 | 3,317,930 | 3,362,893 | 3,184,180 |
Common stock purchase warrants [Member] | ||||
Dilutive adjustments to the number of common shares | ||||
Total | 2,577,238 | 2,853,575 | 2,577,238 | 2,853,575 |
Stock options [Member] | ||||
Dilutive adjustments to the number of common shares | ||||
Total | 782,155 | 464,355 | 785,655 | 330,605 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 22, 2017USD ($) | Mar. 31, 2018USD ($)Segment$ / shares | Mar. 31, 2017$ / shares | Dec. 31, 2017Segment$ / sharesshares | Dec. 31, 2016$ / shares | |
Summary of Significant Accounting Policies (Textual) | |||||
Number of operating segments | Segment | 2 | 2 | |||
Weighted average exercise price, granted | $ 1.54 | $ 3.90 | |||
U.S. corporate income tax rate, description | U.S. corporate income tax rate from 35.0% to 21.0% effective January 1, 2018. | ||||
Deferred tax assets | $ | $ 14 | $ 14 | |||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Intangible assets, estimated useful life | 11 years | 11 years | |||
Risk-free interest rate | 1.72% | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Intangible assets, estimated useful life | 16 years | 16 years | |||
Risk-free interest rate | 1.81% | ||||
Directors Upon Re-election [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Stock option, expiration period | 1 year | 1 year | |||
Permanent Employees or Director [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Stock option, expiration period | 10 years | 10 years | |||
Terminated Employees or Directors [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Stock option, expiration period | 3 months | 3 months | |||
Stock Option [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Weighted average exercise price, outstanding | $ 7.16 | $ 12.70 | $ 7.15 | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Expected term | 4 years | 4 years | 4 years | ||
Volatility rate | 84.00% | ||||
Forfeiture rate | 12.00% | 12.00% | 12.00% | ||
Stock option vesting, description | Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. | Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. | |||
Weighted average exercise price, granted | $ 2.67 | $ 2.24 | $ 5.30 | ||
Stock options issued | shares | 476,100 | ||||
Stock Option [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Volatility rate | 90.00% | 84.00% | |||
Risk-free interest rate | 1.60% | 0.96% | |||
Stock Option [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Volatility rate | 93.00% | 121.00% | |||
Risk-free interest rate | 2.02% | 1.70% | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Weighted average exercise price, outstanding | $ 4.38 | $ 4.13 | $ 4.38 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of intangible assets | |||
Cost | $ 2,355,419 | $ 2,355,419 | $ 2,355,419 |
Accumulated Amortization | 2,288,183 | 2,281,467 | 2,228,791 |
Net Book Value | 67,236 | 73,952 | 126,628 |
Licenses [Member] | |||
Summary of intangible assets | |||
Cost | 462,234 | 462,234 | 462,234 |
Accumulated Amortization | 394,998 | 388,282 | 361,044 |
Net Book Value | 67,236 | 73,952 | 101,190 |
Patents [Member] | |||
Summary of intangible assets | |||
Cost | 1,893,185 | 1,893,185 | 1,893,185 |
Accumulated Amortization | 1,893,185 | 1,893,185 | 1,867,747 |
Net Book Value | $ 25,438 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Future amortization expense | ||
April 1 through December 31, 2018 | $ 30,584 | $ 37,300 |
2,019 | $ 36,652 | $ 36,652 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets (Textual) | ||||
Amortization expense | $ 6,716 | $ 15,338 | $ 52,676 | $ 62,104 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | |||
Clinical trial expenses | $ 1,271,888 | $ 1,011,666 | $ 741,174 |
Other | 334,938 | 131,640 | 64,944 |
Total | $ 1,606,826 | $ 1,143,306 | $ 806,118 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 29, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Notes Payable (Textual) | |||
Amortization discount | $ 7,281 | ||
Equity Line Purchase Agreements [Member] | |||
Notes Payable (Textual) | |||
Aggregate principal amount | $ 300,000 | ||
Maturity date | Apr. 15, 2016 | ||
Issuance of promissory notes, present value | $ 282,071 | ||
Interest rate | 9.00% |
Warrant Liability (Details)
Warrant Liability (Details) - Warrants [Member] | Nov. 09, 2016$ / sharesshares |
Schedule of assumptions used in the valuation of warrants issued | |
Number of shares underlying the warrants | shares | 303,694 |
Exercise price | $ 0.80 |
Volatility | 93.00% |
Risk-free interest rate | 0.81% |
Expected dividend yield | 0.00% |
Expected warrant life (years) | 1 year 7 months 17 days |
Stock price | $ 3.65 |
Warrant Liability (Details 1)
Warrant Liability (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrant Liability [Abstract] | ||
Beginning balance, warrant liability | $ 0 | $ 2,434,101 |
Reclassification of warrant liability to equity in 2016 | (892,860) | |
Decrease in Fair Value | (1,541,241) | |
Ending balance, warrant liability | $ 0 |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - USD ($) | Nov. 03, 2017 | Dec. 16, 2016 | Nov. 09, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 25, 2013 |
Warrant Liability (Textual) | |||||||||
Exercise price of warrants | $ 2.50 | ||||||||
Change in fair value of warrant liability | $ (1,541,241) | ||||||||
Issuance of common stock from cashless exercise of warrants, Shares | 303,694 | ||||||||
Warrant [Member] | |||||||||
Warrant Liability (Textual) | |||||||||
Exercise price of warrants | $ 2 | $ 3.95 | |||||||
Change in fair value of warrant liability | $ 1,541,000 | ||||||||
Warrants to purchase shares exercised on cashless basis | 42,444 | ||||||||
Issuance of common stock from cashless exercise of warrants, Shares | 982,000 | 1,670,000 | 33,978 | ||||||
Common stock issuable upon the exercise of such warrants | 303,694 | ||||||||
Reverse stock split, description | Company agreed to reduce the exercise price (after giving effect to the one-for-ten reverse stock split effective October 7, 2016) | ||||||||
Warrant [Member] | Minimum [Member] | |||||||||
Warrant Liability (Textual) | |||||||||
Exercise price of warrants | $ 0.80 | ||||||||
Warrant [Member] | Maximum [Member] | |||||||||
Warrant Liability (Textual) | |||||||||
Exercise price of warrants | $ 5.10 | ||||||||
June 2013 Registered Public Offering [Member] | Warrant [Member] | |||||||||
Warrant Liability (Textual) | |||||||||
Exercise price of warrants | $ 5.10 | $ 6.10 | |||||||
Amount of initial warrant liability | $ 4,827,788 | ||||||||
Closing price of common stock as reported on OTC markets | $ 9.60 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
Federal | ||
State | (416,810) | (530,143) |
Income tax benefit | $ (416,810) | $ (530,143) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Net operating loss carry forwards | $ 21,286,000 | $ 32,028,000 |
Orphan drug and research and development credit carry forwards | 7,878,000 | 6,374,000 |
Equity based compensation | 1,332,000 | 1,943,000 |
Intangibles | 1,289,000 | 1,921,000 |
Total | 31,785,000 | 42,266,000 |
Valuation allowance | (31,785,000) | (42,266,000) |
Net deferred tax assets |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
Federal tax at statutory rate | (34.00%) | (34.00%) |
State tax benefits, plus sale of NJ NOL, net of federal benefit | (11.60%) | (7.90%) |
Permanent differences | 5.70% | 10.30% |
Orphan drug and research and development credits | (13.90%) | (38.80%) |
Change in statutory rate | 186.90% | |
Change in valuation allowance | (138.60%) | 56.40% |
Income tax benefit | (5.50%) | (14.00%) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Income Taxes (Textual) | ||||
Federal tax NOL carryforward | $ 99,402,000 | |||
Various tax credits, amount | $ 8,000,000 | |||
Period of expiration of various tax credits, description | Expire from 2018 to 2035. | |||
Income tax benefit | $ 416,810 | $ 530,143 | ||
Net operating loss carry forwards, Limitations on use | Limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. | |||
U.S. corporate income tax rate, description | U.S. corporate income tax rate from 35.0% to 21.0% effective January 1, 2018. | |||
Deferred tax assets | $ 14,000,000 | $ 14,000,000 | ||
New Jersey [Member] | ||||
Income Taxes (Textual) | ||||
New Jersey NOL tax carryforward remaining | $ 5,766,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Nov. 03, 2017 | Aug. 11, 2017 | May 24, 2017 | May 04, 2017 | Jan. 03, 2017 | Dec. 16, 2016 | Nov. 09, 2016 | Sep. 09, 2016 | Feb. 21, 2018 | Jul. 31, 2017 | Nov. 30, 2016 | Aug. 29, 2016 | May 31, 2016 | Mar. 31, 2016 | Nov. 30, 2013 | Oct. 25, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Shareholders' Equity (Textual) | |||||||||||||||||||
Preferred stock, shares authorized | 350,000 | 350,000 | 350,000 | ||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||
Value of shares issued to Lincoln Park | $ 19,800 | $ 115,930 | $ 1,712,320 | ||||||||||||||||
Value of shares issued to FBR | $ 1,015,265 | ||||||||||||||||||
Common stock issued on cashless basis | 303,694 | ||||||||||||||||||
Common stock, shares issued | 8,740,723 | 8,730,640 | 5,470,032 | ||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
At market issuance sales agreement aggregate gross proceeds | $ 5,115,000 | ||||||||||||||||||
Common stock, shares issued | 33,978 | ||||||||||||||||||
Issuance of common stock from exercise of stock options, shares | 42,444 | ||||||||||||||||||
Warrent exercise price | $ 2.50 | ||||||||||||||||||
Direct offering [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Common stock, shares issued | 982,000 | ||||||||||||||||||
Purchase price, per share | $ 2 | ||||||||||||||||||
Lincoln Park [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Regular purchase shares maximum amount per agreement | 10,000 | ||||||||||||||||||
Maximum amount of regular purchase per agreement | $ 750,000 | ||||||||||||||||||
Maximum additional commitment shares upon relative proportion of purchases in a regular purchase | 50,000 | ||||||||||||||||||
Maximum (possible) value of agreement | $ 12,000,000 | ||||||||||||||||||
Common stock purchase agreement with Lincoln Park, description | The Company entered into a common stock purchase agreement with Lincoln Park. The 2016 Lincoln Park equity facility allows the Company to require Lincoln Park to purchase up to 10,000 shares ("Regular Purchase") of the Company's common stock every two business days, up to an aggregate of $12.0 million over approximately a 36-month period with such amounts increasing as the quoted stock price increases. The Regular Purchase may be increased up to 15,000 shares of common stock if the closing price of the common shares is not below $10.00, up to 20,000 shares of common stock if the closing price of the common shares is not below $15.00 and up to 25,000 shares of common stock if the closing price of the common shares is not below $20.00. The purchase price for the Regular Purchase shall be equal to the lesser of (i) the lowest sale price of the common shares during the purchase date, or (ii) the average of the three lowest closing sale prices of the common shares during the twelve business days prior to the purchase date. Each Regular Purchase shall not exceed $750,000. Furthermore, for each purchase by Lincoln Park, additional commitment shares in commensurate amounts up to a total of 50,000 shares will be issued based upon the relative proportion of the aggregate amount of $12.0 million. In addition to the Regular Purchase and provided that the closing price of the common shares is not below $7.50 on the purchase date, the Company in its sole discretion may direct Lincoln Park on each purchase date to purchase on the next stock trading day ("Accelerated Purchase Date") additional shares of Company stock up to the lesser of (i) three times the number of shares purchased following a Regular Purchase or (ii) 30% of the trading volume of shares traded on the Accelerated Purchase Date at a price equal to the lesser of the closing sale price on the Accelerated Purchase Date or 95% of the Accelerated Purchase Date's volume weighted average price. | ||||||||||||||||||
Available from an equity line | $ 10,200,000 | $ 10,200,000 | |||||||||||||||||
Value of shares granted | $ 81,000 | ||||||||||||||||||
FBR [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Common stock purchase agreement with FRB, description | The Sales Agreement provided that FBR was entitled to compensation for its services in an amount equal to 3% of the gross proceeds from the sale of shares sold under the Sales Agreement. The offering costs incurred to register the shares pursuant to the Sales Agreement were $164,825. | ||||||||||||||||||
Common stock with aggregate gross proceeds | $ 4,800,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Value of shares issued to Lincoln Park | $ 10 | 50 | $ 277 | ||||||||||||||||
Value of shares issued to FBR | $ 450 | ||||||||||||||||||
Issuance of common stock to vendor, shares | 2,500 | 10,083 | 2,500 | 5,000 | 2,500 | 7,500 | |||||||||||||
Fair value of fully vested shares, per share | $ 2.37 | ||||||||||||||||||
Warrants issued to purchase shares | 250,000 | ||||||||||||||||||
Common stock issued on cashless basis | 200,125 | 352,942 | |||||||||||||||||
Issuance of common stock pursuant to Lincoln Park Equity Line, Shares | 10,083 | 50,483 | 277,135 | ||||||||||||||||
Issuance of common stock pursuant to FBR At-the-Market Sales Agreement, Shares | 450,000 | ||||||||||||||||||
Common stock, shares issued | 1,575,500 | ||||||||||||||||||
Purchase price, per share | $ 2 | ||||||||||||||||||
Value of shares granted | $ 1,125 | $ 47,244 | |||||||||||||||||
Number of common stock shares sold | 50,000 | 260,000 | |||||||||||||||||
Number of commitment shares issued | 483 | 7,135 | |||||||||||||||||
Net proceeds from common stock sold | $ 115,930 | $ 1,712,320 | |||||||||||||||||
Common Stock [Member] | Warrants [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Warrants issued to purchase shares | 51,151 | 2,087,500 | |||||||||||||||||
Common stock, shares issued | 1,670,000 | ||||||||||||||||||
Purchase price, per share | $ 3.16 | ||||||||||||||||||
Underwriters partially exercised over allotment | $ 282,505 | ||||||||||||||||||
Warrent exercise price | $ 2.50 | $ 3.95 | |||||||||||||||||
Common Stock [Member] | Private placement [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Common stock, shares issued | 982,000 | ||||||||||||||||||
Purchase price, per share | $ 2 | ||||||||||||||||||
Common Stock [Member] | Lincoln Park [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Common stock purchase agreement with Lincoln Park, description | The Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"). The Lincoln Park equity facility allowed the Company to require Lincoln Park to purchase up to $10.6 million of our common stock over a 36-month period depending on certain conditions. | ||||||||||||||||||
Issuance of common stock pursuant to Lincoln Park Equity Line, Shares | 10,096 | 40,387 | |||||||||||||||||
Common stock, shares issued | 277,135 | ||||||||||||||||||
Common Stock [Member] | FBR [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Issuance of common stock pursuant to FBR At-the-Market Sales Agreement, Shares | 450,000 | ||||||||||||||||||
Common stock, shares issued | 1,575,500 | ||||||||||||||||||
Purchase price, per share | $ 2 | ||||||||||||||||||
Common Stock [Member] | FBR [Member] | Private placement [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Common stock, shares issued | 982,000 | ||||||||||||||||||
Purchase price, per share | $ 2 | ||||||||||||||||||
Common Stock [Member] | SciClone [Member] | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Common stock, shares issued | 352,942 | ||||||||||||||||||
Common stock purchase agreement price | $ 3,000,000 | ||||||||||||||||||
Additional Paid-In Capital | |||||||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||||||
Value of shares issued to Lincoln Park | $ 19,790 | 115,880 | $ 1,712,043 | ||||||||||||||||
Value of shares issued to FBR | $ 1,014,815 |
Stock Option Plans and Warran45
Stock Option Plans and Warrants to Purchase Common Stock (Details) - Equity Incentive Plan [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Shares available for grant at January 1, 2017 | 185,769 |
Increase in shares available for grant | 300,000 |
Options granted | (476,100) |
Options forfeited | 4,300 |
Shares available for grant at December 31, 2017 | 13,969 |
Stock Option Plans and Warran46
Stock Option Plans and Warrants to Purchase Common Stock (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Options Exercise Price | ||
Granted | $ 1.54 | $ 3.90 |
Options [Member] | ||
Options | ||
Beginning balance | 330,605 | 276,861 |
Granted | 476,100 | 66,875 |
Increase post reverse stock split | 1,851 | |
Exercised | ||
Forfeited | (21,050) | (14,982) |
Ending balance | 785,655 | 330,605 |
Weighted Average Options Exercise Price | ||
Beginning balance | $ 17.07 | $ 21.30 |
Granted | 2.24 | 5.30 |
Increase post reverse stock split | 17.07 | |
Exercised | ||
Forfeited | 51.62 | 48.52 |
Ending balance | $ 7.15 | $ 17.07 |
Stock Option Plans and Warran47
Stock Option Plans and Warrants to Purchase Common Stock (Details 2) - Options [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
$2.01-$19.50 [Member] | |
Weighted-average exercise price, by price range, for outstanding options to purchase common stock | |
Price Range, Lower range limit | $ / shares | $ 2.01 |
Price Range, Upper range limit | $ / shares | $ 19.50 |
Weighted Average Remaining Contractual Life in Years | 8 years 7 months 6 days |
Outstanding Options | 705,274 |
Exercisable Options | 359,582 |
$20.00-$41.00 [Member] | |
Weighted-average exercise price, by price range, for outstanding options to purchase common stock | |
Price Range, Lower range limit | $ / shares | $ 20 |
Price Range, Upper range limit | $ / shares | $ 41 |
Weighted Average Remaining Contractual Life in Years | 5 years 3 months 11 days |
Outstanding Options | 59,581 |
Exercisable Options | 59,581 |
$46.40-$62.00 [Member] | |
Weighted-average exercise price, by price range, for outstanding options to purchase common stock | |
Price Range, Lower range limit | $ / shares | $ 46.40 |
Price Range, Upper range limit | $ / shares | $ 62 |
Weighted Average Remaining Contractual Life in Years | 2 years 5 months 9 days |
Outstanding Options | 20,800 |
Exercisable Options | 20,800 |
Total [Member] | |
Weighted-average exercise price, by price range, for outstanding options to purchase common stock | |
Weighted Average Remaining Contractual Life in Years | 8 years 2 months 5 days |
Outstanding Options | 785,655 |
Exercisable Options | 439,963 |
Stock Option Plans and Warran48
Stock Option Plans and Warrants to Purchase Common Stock (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation, Total | $ 107,970 | $ 146,627 | $ 489,787 | $ 574,977 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation, Total | 213,944 | 230,573 | ||
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation, Total | $ 275,843 | $ 344,404 |
Stock Option Plans and Warran49
Stock Option Plans and Warrants to Purchase Common Stock (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted Average Exercise Price | ||
Granted | $ 1.54 | $ 3.90 |
Warrant [Member] | ||
Warrants | ||
Beginning balance | 2,853,575 | 492,614 |
Granted | 51,151 | 2,403,405 |
Exercised | (250,000) | (42,444) |
Expired | (77,488) | |
Ending balance | 2,577,238 | 2,853,575 |
Weighted Average Exercise Price | ||
Beginning balance | $ 4.13 | $ 7.40 |
Granted | 2.50 | 3.95 |
Exercised | 0.80 | 0.80 |
Expired | 5.58 | |
Ending balance | $ 4.38 | $ 4.13 |
Stock Option Plans and Warran50
Stock Option Plans and Warrants to Purchase Common Stock (Details 5) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
6/25/2013 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.8 |
Remaining Contractual Life in Years | 5 months 23 days |
Outstanding Warrants | 11,250 |
Exercisable Warrants | 11,250 |
12/5/2013 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 20.5 |
Remaining Contractual Life in Years | 11 months 4 days |
Outstanding Warrants | 500 |
Exercisable Warrants | 500 |
12/24/2014 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 14.8 |
Remaining Contractual Life in Years | 1 year 11 months 23 days |
Outstanding Warrants | 110,932 |
Exercisable Warrants | 110,932 |
12/16/2016 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 3.95 |
Remaining Contractual Life in Years | 3 years 11 months 15 days |
Outstanding Warrants | 2,403,405 |
Exercisable Warrants | 2,403,405 |
11/3/2017 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 2.5 |
Remaining Contractual Life in Years | 4 years 9 months 29 days |
Outstanding Warrants | 51,151 |
Exercisable Warrants | |
Total [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Remaining Contractual Life in Years | 3 years 9 months 11 days |
Outstanding Warrants | 2,577,238 |
Exercisable Warrants | 2,526,087 |
Stock Option Plans and Warran51
Stock Option Plans and Warrants to Purchase Common Stock (Details Textual) - USD ($) | Nov. 03, 2017 | Dec. 16, 2016 | Nov. 09, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 |
Stock Option Plans and Warrants to Purchase Common Stock (Textual) | ||||||
Warrants outstanding | 261,250 | |||||
Warrants to purchase of common stock | 51,151 | |||||
Common stock, value, issued | $ 8,731 | $ 5,470 | $ 8,741 | |||
Weighted average grant fair value | $ 1.54 | $ 3.90 | ||||
Warrant liability | $ (892,860) | |||||
Exercisable, weighted average remaining contractual term | 8 years 2 months 5 days | |||||
Common stock shares issued | 303,694 | |||||
Warrants exercise price | $ 2.50 | |||||
Compensation cost for stock options not yet recognized | $ 512,766 | |||||
Warrant [Member] | ||||||
Stock Option Plans and Warrants to Purchase Common Stock (Textual) | ||||||
Warrants to purchase of common stock | 1,575,500 | 2,087,500 | 42,444 | 33,400 | ||
Share price | $ 2 | $ 3.95 | ||||
Common stock, value, issued | $ 3.16 | |||||
Underwriters partially exercised over allotment | $ 282,505 | |||||
Warrant liability | $ 892,860 | |||||
Common stock shares issued | 982,000 | 1,670,000 | 33,978 | |||
Warrants exercise price | $ 2 | $ 3.95 | ||||
Warrants, description | Underlying the warrant for a four-year period commencing one year from the effective date of the offering. | |||||
Stock options [Member] | ||||||
Stock Option Plans and Warrants to Purchase Common Stock (Textual) | ||||||
Exercisable options | 439,963 | |||||
Weighted average grant fair value | $ 2.24 | $ 5.30 | ||||
Options granted | 476,100 | 66,875 | ||||
Weighted average exercise price | $ 10.77 | |||||
Exercisable, weighted average remaining contractual term | 7 years 22 days | |||||
Options outstanding, shares | 785,655 | |||||
2015 Equity Incentive Plan [Member] | ||||||
Stock Option Plans and Warrants to Purchase Common Stock (Textual) | ||||||
Number of options available under Equity Incentive Plan | 600,000 |
Concentrations (Details)
Concentrations (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Concentrations (Textual) | ||
Deposits | $ 1,000,000 | $ 1,000,000 |
Commitments and Contingencies53
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Summary of future contractual obligations | ||
April 1 through December 31, 2018 | $ 220,461 | $ 239,765 |
2,019 | 248,561 | 248,561 |
2,020 | 227,377 | 227,377 |
2,021 | 105,696 | 105,696 |
2,022 | 100,000 | 100,000 |
Total | 902,095 | 921,399 |
Research and Development [Member] | ||
Summary of future contractual obligations | ||
April 1 through December 31, 2018 | 75,000 | 100,000 |
2,019 | 100,000 | 100,000 |
2,020 | 100,000 | 100,000 |
2,021 | 100,000 | 100,000 |
2,022 | 100,000 | 100,000 |
Total | 475,000 | 500,000 |
Property and Other Leases [Member] | ||
Summary of future contractual obligations | ||
April 1 through December 31, 2018 | 145,461 | 139,765 |
2,019 | 148,561 | 148,561 |
2,020 | 127,377 | 127,377 |
2,021 | 5,696 | 5,696 |
2,022 | ||
Total | $ 427,095 | $ 421,399 |
Commitments and Contingencies54
Commitments and Contingencies (Details Textual) | Sep. 03, 2014USD ($)shares | Feb. 28, 2007shares | Mar. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($)ft² |
Commitments and Contingencies (Textual) | ||||
Commitments related to agreements | $ 475,000 | $ 500,000 | ||
Maximum payment for commitment milestones | $ 10,000,000 | $ 7,900,000 | $ 7,900,000 | |
Lease amendment date | October 2,017 | October 2,017 | ||
Lease agreement expire | Oct. 31, 2020 | Oct. 31, 2020 | ||
Percentage for royalties | 6.00% | 6.00% | ||
Number of months after that rent increase | 12 months | 12 months | ||
Monthly rent amount before increment | $ 11,367 | $ 11,367 | ||
Monthly rent amount before increment, per square foot | $ 22 | $ 22 | ||
Number of remaining months for which increased rent paid | 12 months | 12 months | ||
Rent increase | $ 11,625 | $ 11,625 | ||
Rent increase, per square foot | 22.50 | 22.50 | ||
Monthly rent amount after increment | 11,883 | 11,883 | ||
Monthly rent amount after increment, per square foot | 23 | 23 | ||
Assets acquired payments to cash | $ 275,000 | |||
Shares issued in connection with asset purchase agreement, shares | shares | 184,912 | |||
Stock price on date of grant | $ 3,750,000 | |||
Maximum percentage of ownership outstanding stock | 19.90% | |||
Accrued payment | $ 197,000 | $ 197,000 | ||
Office space | ft² | 6,200 | 6,200 | ||
Dr. Schaber [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Number of common shares transferred to third party | shares | 5,000 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of segmental information | ||||
Revenues | $ 1,119,773 | $ 1,330,884 | $ 5,432,472 | $ 10,448,794 |
Income/(Loss) from Operations | (2,394,101) | (1,738,190) | (7,593,799) | (5,709,582) |
Amortization and Depreciation Expense | 11,214 | 21,050 | 68,563 | 89,928 |
Interest Income, Net | 29,906 | 1,934,056 | ||
Share-Based Compensation | 107,970 | 146,627 | 489,787 | 574,977 |
Identifiable Assets | 7,478,799 | 9,549,651 | 10,267,105 | |
Vaccines/BioDefense [Member] | ||||
Summary of segmental information | ||||
Revenues | 809,256 | 1,330,884 | 4,749,294 | 10,448,794 |
Income/(Loss) from Operations | (86,205) | 136,600 | 232,166 | 1,563,884 |
Amortization and Depreciation Expense | 4,480 | 9,769 | 33,183 | 40,186 |
Share-Based Compensation | 15,668 | 17,998 | 76,625 | 99,410 |
Identifiable Assets | 768,868 | 906,416 | 1,297,986 | |
BioTherapeutics [Member] | ||||
Summary of segmental information | ||||
Revenues | 310,517 | 683,178 | ||
Income/(Loss) from Operations | (1,521,348) | (1,027,555) | (4,181,811) | (3,399,933) |
Amortization and Depreciation Expense | 5,384 | 9,567 | 30,614 | 41,395 |
Share-Based Compensation | 28,318 | 49,770 | 137,319 | 131,163 |
Identifiable Assets | 146,404 | 116,344 | 49,422 | |
Corporate [Member] | ||||
Summary of segmental information | ||||
Income/(Loss) from Operations | (786,548) | (847,235) | (3,644,154) | (3,873,533) |
Amortization and Depreciation Expense | 1,350 | 1,714 | 4,766 | 8,347 |
Interest Income, Net | 16,895 | 4,753 | 29,906 | 1,934,056 |
Share-Based Compensation | 63,984 | $ 78,859 | 275,843 | 344,404 |
Identifiable Assets | $ 6,563,527 | $ 8,526,891 | $ 8,919,698 |
Operating Segments (Details Tex
Operating Segments (Details Textual) - Segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Operating Segments (Textual) | ||
Number of operating segments | 2 | 2 |