Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 06, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Synthetic Biologics, Inc. | |
Entity Central Index Key | 894,158 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SYN | |
Entity Common Stock, Shares Outstanding | 128,566,866 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 11,037 | $ 17,116 |
Prepaid expenses and other current assets | 606 | 827 |
Total Current Assets | 11,643 | 17,943 |
Property and equipment, net | 801 | 872 |
Deposits and other assets | 23 | 23 |
Total Assets | 12,467 | 18,838 |
Current Liabilities: | ||
Accounts payable | 1,493 | 2,020 |
Accrued expenses | 1,058 | 1,526 |
Warrant liabilities | 1,428 | 4,083 |
Accrued employee benefits | 1,016 | 2,074 |
Deferred rent | 92 | 90 |
Total Current Liabilities | 5,087 | 9,793 |
Long term deferred rent | 377 | 402 |
Total Liabilities | 5,464 | 10,195 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 350,000,000 shares authorized, 128,648,365 issued and 128,566,886 outstanding | 129 | 129 |
Additional paid-in capital | 193,230 | 192,545 |
Accumulated deficit | (196,545) | (194,170) |
Total Synthetic Biologics, Inc. and Subsidiaries Deficit | (3,186) | (1,496) |
Non-controlling interest | (1,923) | (1,914) |
Total Stockholders' Deficit: | (5,109) | (3,410) |
Total Liabilities and Stockholders' Deficit | 12,467 | 18,838 |
Series A Preferred Stock [Member] | ||
Current Liabilities: | ||
Series A convertible preferred stock, $0.001 par value; 10,000,000 shares authorized,120,000 issued and outstanding | $ 12,112 | $ 12,053 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares, issued | 128,648,365 | 128,648,365 |
Common stock, shares outstanding | 128,566,886 | 128,566,886 |
Series A Preferred Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 10,000,000 | 10,000,000 |
Temporary Equity, Shares Issued | 120,000 | 120,000 |
Temporary Equity, Shares Outstanding | 120,000 | 120,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Costs and Expenses: | ||
General and administrative | $ 1,620 | $ 2,090 |
Research and development | 3,370 | 6,059 |
Total Operating Costs and Expenses | 4,990 | 8,149 |
Loss from Operations | (4,990) | (8,149) |
Other Income: | ||
Change in fair value of warrant liability | 2,655 | 5,090 |
Interest income | 9 | 1 |
Total Other Income | 2,664 | 5,091 |
Net Loss | (2,326) | (3,058) |
Net Loss Attributable to Non-controlling Interest | (10) | (212) |
Net Loss Attributable to Synthetic Biologics, Inc. and Subsidiaries | (2,316) | (2,846) |
Series A Preferred Stock Dividends | (59) | 0 |
Net Loss Attributable to Common Stock Holders | $ (2,375) | $ (2,846) |
Net Loss Per Share - Basic and Dilutive | $ (0.02) | $ (0.02) |
Weighted average number of shares outstanding during the period - Basic and Dilutive | 128,566,883 | 117,447,260 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (2,326) | $ (3,058) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 676 | 1,135 |
Warrant issued to consultant | 9 | 0 |
Change in fair value of warrant liabilities | (2,655) | (5,090) |
Depreciation | 71 | 57 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 221 | (851) |
Accounts payable | (527) | 1,803 |
Accrued expenses | (468) | (493) |
Accrued employee benefits | (1,058) | 474 |
Deferred rent | (22) | 15 |
Net Cash Used In Operating Activities | (6,079) | (6,008) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | 0 | (11) |
Net Cash Used In Investing Activities | 0 | (11) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock for stock option exercises | 0 | 166 |
Proceeds from "at the market" stock issuance | 0 | 269 |
Net Cash Provided By Financing Activities | 0 | 435 |
Net decrease in cash | (6,079) | (5,584) |
Cash at beginning of period | 17,116 | 19,055 |
Cash at end of period | $ 11,037 | $ 13,471 |
Organization, Nature of Operati
Organization, Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization, Nature of Operations and Basis of Presentation Description of Business Synthetic Biologics, Inc. (the “Company” or “Synthetic Biologics”) is a late-stage clinical company developing therapeutics designed to preserve the microbiome to protect and restore the health of patients. The Company’s lead candidates poised for Phase 3 development are: (1) SYN-004 (ribaxamase) which is designed to protect the gut microbiome (gastrointestinal (GI) microflora) from the effects of certain commonly used intravenous (IV) antibiotics for the prevention of C. difficile Basis of Presentation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, comprised of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2017 Form 10-K. The interim results for the three months ended March 31, 2018 are not necessarily indicative of results for the full year. The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. The Company believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. Recent Accounting Pronouncements and Developments In February 2016, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842 The Tax Cuts and Jobs Act (the Tax Act) was signed into law on December 22, 2017. The Tax Act changed many aspects of U.S. corporate income taxation and included reduction of the corporate income tax rate from 35 21 21.6 21 Income taxes, |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has recurring losses and, as of March 31, 2018, the Company has an accumulated deficit of approximately $ 197 The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt or equity capital. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company does not have sufficient capital to fund its plan of operations over the next twelve months. In order to address its capital needs, including its planned Phase 2b/3 clinical trials, the Company is actively pursuing additional equity or debt financing, in the form of either a private placement or a public offering. The Company has been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings. Such additional financing opportunities might not be available to the Company when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, the Company’s operating results and prospects will be adversely affected. With the exception of the quarter ended June 30, 2010, the Company has incurred negative cash flow from operations since its inception. The Company has spent, and expects to continue to spend, substantial amounts in connection with implementing its business strategy, including its planned product development efforts, clinical trials, and research and discovery efforts. At March 31, 2018, the Company had cash and cash equivalents of approximately $ 11.0 The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following: · the progress of research activities; · the number and scope of research programs; · the progress of preclinical and clinical development activities; · the progress of the development efforts of parties with whom the Company has entered into research and development agreements and amount of funding received from partners and collaborators; · the Company’s ability to maintain current research and development licensing arrangements and to establish new research and development, and licensing arrangements; · the ability to achieve milestones under licensing arrangements; · the costs associated with manufacturing-related services to produce material for use in its clinical trials; · the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and · the costs and timing of regulatory approvals. The Company has based its estimates on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of the existing stockholders will be diluted. If the Company is not able to obtain financing when needed, it may be unable to carry out its business plan. As a result, the Company may have to significantly limit its operations and its business, financial condition and results of operations would be materially harmed. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 3. Fair Value of Financial Instruments Fair Value of Financial Instruments ASC 820, Fair Value Measurement ⋅ Level 1 inputs: ⋅ Level 2 inputs: ⋅ Level 3 inputs: In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying amounts of the Company’s short-term financial instruments, including cash and cash equivalents, other current assets, accounts payable and accrued liabilities approximate fair value due to the relatively short period to maturity for these instruments. Cash and cash equivalents include money market accounts of $ 98,000 The Company uses Monte Carlo simulations to estimate the fair value of the stock warrants. In using this model, the fair value is determined by applying Level 3 inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. The assumptions used in calculating the estimated fair value of the warrants represent the Company’s best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. |
Selected Balance Sheet Informat
Selected Balance Sheet Information | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | 4. Selected Balance Sheet Information March 31, December 31, Prepaid consulting, subscriptions and other expenses $ 265 $ 290 Prepaid insurances 237 351 Prepaid conferences and travel 104 94 Clinical consulting services refund receivable - 46 Prepaid clinical research organizations - 46 Total $ 606 $ 827 Prepaid clinical research organizations expense is classified as a current asset. The Company makes payments to the clinical research organizations based on agreed upon terms that include payments in advance of study services. March 31, December 31 Computers and office equipment $ 851 $ 851 Leasehold improvements 439 439 Software 11 11 1,301 1,301 Less: accumulated depreciation and amortization (500) (429) Total $ 801 $ 872 March 31, December 31, Accrued clinical consulting services $ 621 $ 658 Accrued vendor payments 376 193 Accrued manufacturing costs 55 661 Other accrued expenses 6 14 Total $ 1,058 $ 1,526 March 31, December 31, Accrued severance $ 412 $ 590 Accrued bonus expense 336 1,283 Accrued vacation expense 268 201 Total $ 1,016 $ 2,074 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-Based Compensation Stock Incentive Plans On March 20, 2007, the Company’s Board of Directors approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) for the issuance of up to 2,500,000 250,000 712,258 On November 2, 2010, the Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (“2010 Stock Plan”) for the issuance of up to 3,000,000 3,000,000 6,000,000 6,000,000 8,000,000 8,000,000 14,000,000 8,000,000 17,500,000 11,476,257 In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee. There is no deferred compensation recorded upon initial grant date. Instead, the fair value of the stock-based payment is recognized over the stated vesting period. The Company has applied fair value accounting for all stock-based payment awards since inception. The fair value of each option or warrant granted is estimated on the date of grant using the Black-Scholes option pricing model. There were no options granted during the three months ended March 31, 2018. Exercise price $0.83-$0.87 Expected dividends 0% Expected volatility 89.93%-91.82% Risk free interest rate 1.67%-1.75% Expected life of option 4.24-4.29 years The Company records stock-based compensation based upon the stated vesting provisions in the related agreements. The vesting provisions for these agreements have various terms as follows: ⋅ immediate vesting; ⋅ half vesting immediately and remaining over three years; ⋅ in full on one-year anniversary date of grant date, ⋅ quarterly over three years; ⋅ annually over three years; ⋅ one-third immediate vesting and remaining annually over two years; ⋅ one half immediate vesting and remaining over nine months; ⋅ one quarter immediate vesting and remaining over three years; ⋅ one quarter immediate vesting and remaining over 33 months; and ⋅ monthly over three years. During the three months ended March 31, 2018, the Company did not grant options to employees. During the same period in 2017, the Company granted 543,927 308,000 Options Weighted Average Weighted Average Aggregate Balance - December 31, 2017 12,564,098 $ 1.55 4.60 years $ 1,800 Expired (264,119) $ 1.57 Forfeited (111,464) $ 0.78 Balance -March 31, 2018 - outstanding 12,188,515 $ 1.55 4.40 years $ - Balance - March 31, 2018 - exercisable 8,064,487 $ 1.93 3.43 years $ - Grant date fair value of options granted - March 31, 2018 $ - Weighted average grant date fair value - March 31, 2018 $ - Grant date fair value of options granted - December 31, 2017 $ 1,164,732 Weighted average grant date fair value - December 31, 2017 $ 0.37 Stock-based compensation expense included in operating expenses related to stock options issued to employees and consultants for the three months ended March 31, 2018 and 2017 was $ 0.7 1.1 As of March 31, 2018, total unrecognized stock-based compensation expense related to stock options was $ 2.1 |
Stock Purchase Warrants
Stock Purchase Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Stock Purchase Warrants [Abstract] | |
Stock Purchase Warrants [Text Block] | 6. Stock Purchase Warrants On November 18, 2016, the Company completed a public offering of 25 50 1.00 1.43 1.72 15.7 1.3 2.3 8.6 4.1 Series A March 31, 2018 December 31, Issuance Closing stock price $ 0.32 $ 0.51 $ 0.89 Expected dividends 0 % 0 % 0 % Expected volatility 80 % 80 % 85 % Risk free interest rate 2.35 % 1.97 % 1.58 % Expected life of warrant (years) 2.6 2.9 4.0 On October 10, 2014, the Company raised net proceeds of $ 19.1 14,059,616 1.47 0.5 7,029,808 1.75 The warrants issued in conjunction with the registered direct offering in October 2014 include a provision that if the Company were to enter into a certain transaction, as defined in the agreement, the warrants would be purchased from the holder at a premium. Accordingly, the Company recorded the warrants as a liability at their estimated fair value on the issuance date, which was $ 7.4 90 326 1.1 1.0 March 31, December 31, Issuance Closing stock price $ 0.32 $ 0.51 $ 1.75 Expected dividends 0 % 0 % 0 % Expected volatility 80 % 80 % 95 % Risk free interest rate 2.19 % 1.86 % 1.39 % Expected life of warrant (years) 1.55 1.79 5.00 (in thousands) Balance at December 31, 2017 $ 4,083 Change in fair value of warrant liability (2,655) Balance at March 31, 2018 $ 1,428 On December 26, 2017 the Company entered into a consulting agreement for advisory services for a period of six months. As compensation for such services, the consultant was paid an upfront payment, is paid a monthly fee and on January 24, 2018, was issued a warrant exercisable for 25,000 9,000 Issuance Closing stock price $ 0.53 Expected dividends 0 % Expected volatility 85 % Risk free interest rate 2.42 % Expected life of warrant (years) 4.92 Number of Weighted Average Balance at December 31, 2017 32,029,809 $ 1.50 Granted 25,000 0.52 Exercised - - Forfeited - - Balance at March 31, 2018 32,054,809 $ 1.50 Exercise Price Warrants Warrants Weighted Average $ 0.52 25,000 25,000 4.74 $ 1.43 25,000,000 25,000,000 2.64 $ 1.75 7,029,808 7,029,809 1.53 $ 1.60 32,054,808 32,054,809 2.40 |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Included in net loss is the deemed dividend from preferred shares issuance of $ 59,000 12,188,515 32,054,809 11,489,515 57,341,642 (in thousands except share and per share amounts) Three months ended March 31, 2018 Three months ended March 31, 2017 Net loss Shares Per Share Net Loss Shares Per Share Net loss - Basic $ (2,316) 128,566,883 $ (0.02) $ (2,846) 117,447,260 $ (0.02) Dilutive shares related to warrants - - - - - - Net loss - Dilutive $ (2,316) 128,566,883 $ (0.02) $ (2,846) 117,447,260 $ (0.02) |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | 8. Non-controlling Interest The Company’s non-controlling interest is accounted for under ASC 810, Consolidation 88.5 11.5 1.9 |
Common and Preferred Stock
Common and Preferred Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Common and Preferred Stock Series A Preferred Stock On September 11, 2017, the Company entered into a share purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), pursuant to which the Company offered and sold in a private placement 120,000 0.001 12 100 The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, and any other class or series of stock issued by the Company with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Series A Preferred Stock are entitled to a cumulative dividend at the rate of 2.0 0.54 On or at any time after (i) the VWAP (as defined in the Certificate of Designation) for at least 20 trading days in any 30 trading day period is greater than $2.00, subject to adjustment in the case of stock split, stock dividends or the like the Company has the right, after providing notice not less than 6 months prior to the redemption date, to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share of Series A Preferred Stock of $225.00, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Convertible Preferred Stock, or (ii) the five year anniversary of the issue date, the Company shall have the right to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Convertible Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share equal to the Liquidation Value (as defined in the Certificate of Designations). The Series A Preferred Stock is classified as temporary equity due to the shares being (i) redeemable based on contingent events outside of the Company’s control, and (ii) convertible immediately and from time to time. Since the effective conversion price of the Series A Preferred Stock is less than the fair value of the underlying common stock at the date of issuance, there is a beneficial conversion feature (“BCF”) at the issuance date. Because the Series A Preferred Stock has no stated maturity or redemption date and is immediately convertible at the option of the holder, the discount created by the BCF is immediately charged to retained earnings as a “deemed dividend” and impacts earnings per share. During the year ended December 31, 2017, the Company recorded a discount of $ 6.9 2 73,000 59,000 B. Riley FBR Sales Agreement On August 5, 2016, the Company entered into the B. Riley FBR Sales Agreement with FBR Capital Markets & Co. (now known as B. Riley FBR, Inc.), which enables the Company to offer and sell shares of the Company’s common stock with an aggregate sales price of up to $ 40.0 3.0 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions In December 2013, through the Company’s subsidiary, Synthetic Biomics, Inc., the Company entered into a worldwide exclusive license agreement with Cedars-Sinai Medical Center (“CSMC”) and acquired the rights to develop products for therapeutic and prophylactic treatments of acute and chronic diseases, including the development of SYN-010 to target IBS-C. The Company licensed from CSMC a portfolio of intellectual property comprised of several U.S. and foreign patents and pending patent applications for various fields of use, including IBS-C, obesity and diabetes. An investigational team led by Mark Pimentel, M.D. at CSMC discovered that these products may reduce the production of methane gas by certain GI microorganisms. During the three months ended March 31, 2018 and 2017, the Company did not pay Cedars-Sinai Medical Center for milestone payments related this license agreement. |
Selected Balance Sheet Inform16
Selected Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Prepaid expenses and other current assets (in thousands) March 31, December 31, Prepaid consulting, subscriptions and other expenses $ 265 $ 290 Prepaid insurances 237 351 Prepaid conferences and travel 104 94 Clinical consulting services refund receivable - 46 Prepaid clinical research organizations - 46 Total $ 606 $ 827 |
Property, Plant and Equipment [Table Text Block] | March 31, December 31 Computers and office equipment $ 851 $ 851 Leasehold improvements 439 439 Software 11 11 1,301 1,301 Less: accumulated depreciation and amortization (500) (429) Total $ 801 $ 872 |
Accrued Expenses [Table Text Block] | Accrued expenses (in thousands) March 31, December 31, Accrued clinical consulting services $ 621 $ 658 Accrued vendor payments 376 193 Accrued manufacturing costs 55 661 Other accrued expenses 6 14 Total $ 1,058 $ 1,526 |
Accrued Employee Benefits [Table Text Block] | Accrued employee benefits (in thousands) March 31, December 31, Accrued severance $ 412 $ 590 Accrued bonus expense 336 1,283 Accrued vacation expense 268 201 Total $ 1,016 $ 2,074 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award Options and Warrants Vested and Expected to Vest Outstanding and Exercisable [Table Text Block] | The assumptions used for the three months ended March 31, 2017 are as follows: Exercise price $0.83-$0.87 Expected dividends 0% Expected volatility 89.93%-91.82% Risk free interest rate 1.67%-1.75% Expected life of option 4.24-4.29 years |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activities for the three months ended March 31, 2018 is as follows: Options Weighted Average Weighted Average Aggregate Balance - December 31, 2017 12,564,098 $ 1.55 4.60 years $ 1,800 Expired (264,119) $ 1.57 Forfeited (111,464) $ 0.78 Balance -March 31, 2018 - outstanding 12,188,515 $ 1.55 4.40 years $ - Balance - March 31, 2018 - exercisable 8,064,487 $ 1.93 3.43 years $ - Grant date fair value of options granted - March 31, 2018 $ - Weighted average grant date fair value - March 31, 2018 $ - Grant date fair value of options granted - December 31, 2017 $ 1,164,732 Weighted average grant date fair value - December 31, 2017 $ 0.37 |
Stock Purchase Warrants (Tables
Stock Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock Purchase Warrants [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | Series A March 31, 2018 December 31, Issuance Closing stock price $ 0.32 $ 0.51 $ 0.89 Expected dividends 0 % 0 % 0 % Expected volatility 80 % 80 % 85 % Risk free interest rate 2.35 % 1.97 % 1.58 % Expected life of warrant (years) 2.6 2.9 4.0 The assumptions used by the Company are summarized in the following table: March 31, December 31, Issuance Closing stock price $ 0.32 $ 0.51 $ 1.75 Expected dividends 0 % 0 % 0 % Expected volatility 80 % 80 % 95 % Risk free interest rate 2.19 % 1.86 % 1.39 % Expected life of warrant (years) 1.55 1.79 5.00 The assumptions used by the Company are summarized in the following table: Issuance Closing stock price $ 0.53 Expected dividends 0 % Expected volatility 85 % Risk free interest rate 2.42 % Expected life of warrant (years) 4.92 |
Schedule Of Estimated Fair Value Of The Warrant Liability [Table Text Block] | The following table summarizes the estimated fair value of the warrant liability (in thousands) Balance at December 31, 2017 $ 4,083 Change in fair value of warrant liability (2,655) Balance at March 31, 2018 $ 1,428 |
Schedule Of Warrant Activity [Table Text Block] | A summary of warrant activity for the Company for the three months ended March 31, 2018 is as follows: Number of Weighted Average Balance at December 31, 2017 32,029,809 $ 1.50 Granted 25,000 0.52 Exercised - - Forfeited - - Balance at March 31, 2018 32,054,809 $ 1.50 |
Schedule Of Warrant Outstanding and Exercisable [Table Text Block] | A summary of all outstanding and exercisable warrants as of March 31, 2018 is as follows: Exercise Price Warrants Warrants Weighted Average $ 0.52 25,000 25,000 4.74 $ 1.43 25,000,000 25,000,000 2.64 $ 1.75 7,029,808 7,029,809 1.53 $ 1.60 32,054,808 32,054,809 2.40 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following tables set forth the computation of diluted net loss per weighted average number of shares outstanding attributable to Synthetic Biologics, Inc. and Subsidiaries for the three months ended March 31, 2018 and 2017 (in thousands except share and per share amounts) Three months ended March 31, 2018 Three months ended March 31, 2017 Net loss Shares Per Share Net Loss Shares Per Share Net loss - Basic $ (2,316) 128,566,883 $ (0.02) $ (2,846) 117,447,260 $ (0.02) Dilutive shares related to warrants - - - - - - Net loss - Dilutive $ (2,316) 128,566,883 $ (0.02) $ (2,846) 117,447,260 $ (0.02) |
Organization, Nature of Opera20
Organization, Nature of Operations and Basis of Presentation (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization and Nature of Operations and Basis of Presentation [Line Items] | ||
Deferred Tax Assets,Federal And Statutory Income Tax Rate | 21.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 21.6 | |
Scenario, Plan [Member] | ||
Organization and Nature of Operations and Basis of Presentation [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Retained Earnings (Accumulated Deficit) | $ (196,545) | $ (194,170) | ||
Cash and Cash Equivalents, at Carrying Value, Total | $ 11,037 | $ 17,116 | $ 13,471 | $ 19,055 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Details Textual) | Mar. 31, 2018USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Money Market Funds, at Carrying Value | $ 98,000 |
Selected Balance Sheet Inform23
Selected Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Current Assets [Line Items] | ||
Prepaid consulting, subscriptions and other expenses | $ 265 | $ 290 |
Prepaid insurances | 237 | 351 |
Prepaid conferences and travel | 104 | 94 |
Clinical consulting services refund receivable | 0 | 46 |
Prepaid clinical research organizations | 0 | 46 |
Total | $ 606 | $ 827 |
Selected Balance Sheet Inform24
Selected Balance Sheet Information (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,301 | $ 1,301 |
Less: accumulated depreciation and amortization | (500) | (429) |
Total | 801 | 872 |
Computers and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 851 | 851 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 439 | 439 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11 | $ 11 |
Selected Balance Sheet Inform25
Selected Balance Sheet Information (Details 2) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses [Line Items] | ||
Accrued clinical consulting services | $ 621 | $ 658 |
Accrued vendor payments | 376 | 193 |
Accrued manufacturing costs | 55 | 661 |
Other accrued expenses | 6 | 14 |
Total | $ 1,058 | $ 1,526 |
Selected Balance Sheet Inform26
Selected Balance Sheet Information (Details 3) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued severance | $ 412 | $ 590 |
Accrued bonus expense | 336 | 1,283 |
Accrued vacation expense | 268 | 201 |
Total | $ 1,016 | $ 2,074 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividends | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 0.83 |
Expected volatility | 89.93% |
Risk free interest rate | 1.67% |
Expected life of option | 4 years 2 months 26 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 0.87 |
Expected volatility | 91.82% |
Risk free interest rate | 1.75% |
Expected life of option | 4 years 3 months 14 days |
Stock-Based Compensation (Det28
Stock-Based Compensation (Details 1) - Stock Option [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Beginning Balance | 12,564,098 | |
Options, Expired | (264,119) | |
Options, Forfeited | (111,464) | |
Options, Ending Balance | 12,188,515 | 12,564,098 |
Options, Exercisable | 8,064,487 | |
Weighted Average Exercise Price, Beginning Balance | $ 1.55 | |
Weighted Average Exercise Price, Expired | 1.57 | |
Weighted Average Exercise Price, Forfeited | 0.78 | |
Weighted Average Exercise Price, Ending Balance | 1.55 | $ 1.55 |
Weighted Average Exercise Price, Exercisable | $ 1.93 | |
Weighted Average Remaining Contractual Life, Balance Outstanding | 4 years 4 months 24 days | 4 years 7 months 6 days |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 5 months 5 days | |
Aggregate Intrinsic Value, Ending Balance | $ 0 | $ 1,800 |
Aggregate Intrinsic Value, Exercisable | 0 | |
Grant date fair value of options granted | $ 0 | $ 1,164,732 |
Weighted average grant date fair value | $ 0 | $ 0.37 |
Stock-Based Compensation (Det29
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Mar. 20, 2007 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 07, 2017 | Aug. 25, 2016 | May 15, 2015 | Oct. 22, 2013 | Nov. 02, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 2,100,000 | |||||||
Employees And Consultants [Member] | General and Administrative Expenses and Research and Development Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 700,000 | $ 1,100,000 | ||||||
Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 543,927 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 308,000 | |||||||
2007 Stock Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,500,000 | 712,258 | ||||||
2007 Stock Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | |||||||
2010 Stock Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 11,476,257 | 3,000,000 | ||||||
2010 Stock Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 17,500,000 | 14,000,000 | 8,000,000 | 6,000,000 | ||||
2010 Stock Plan [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 8,000,000 | 6,000,000 | 3,000,000 |
Stock Purchase Warrants (Detail
Stock Purchase Warrants (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 26, 2017 | Nov. 18, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | |
Closing stock price | $ 0.53 | $ 1.75 | $ 0.32 | $ 0.51 |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 85.00% | 95.00% | 80.00% | 80.00% |
Risk free interest rate | 2.42% | 1.39% | 2.19% | 1.86% |
Expected life of warrant (years) | 4 years 11 months 1 day | 5 years | 1 year 6 months 18 days | 1 year 9 months 14 days |
Series A Warrants [Member] | ||||
Closing stock price | $ 0.89 | $ 0.32 | $ 0.51 | |
Expected dividends | 0.00% | 0.00% | 0.00% | |
Expected volatility | 85.00% | 80.00% | 80.00% | |
Risk free interest rate | 1.58% | 2.35% | 1.97% | |
Expected life of warrant (years) | 4 years | 2 years 7 months 6 days | 2 years 10 months 24 days |
Stock Purchase Warrants (Deta31
Stock Purchase Warrants (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Beginning Balance | $ 4,083 | |
Change in fair value of warrant liability | (2,655) | $ (5,090) |
Ending Balance | $ 1,428 |
Stock Purchase Warrants (Deta32
Stock Purchase Warrants (Details 2) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants, Beginning Balance | shares | 32,029,809 |
Number of Warrants, Granted | shares | 25,000 |
Number of Warrants, Exercised | shares | 0 |
Number of Warrants, Forfeited | shares | 0 |
Number of Warrants, Ending Balance | shares | 32,054,809 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 1.50 |
Weighted Average Exercise Price, Granted | $ / shares | 0.52 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 1.5 |
Stock Purchase Warrants (Deta33
Stock Purchase Warrants (Details 3) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Exercise Price 1.43 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.43 |
Warrants Outstanding | 25,000,000 |
Warrants Exercisable | 25,000,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 7 months 20 days |
Exercise Price 1.75 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.75 |
Warrants Outstanding | 7,029,808 |
Warrants Exercisable | 7,029,809 |
Weighted Average Remaining Contractual Life (years) | 1 year 6 months 11 days |
Exercise Price 1.60 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.60 |
Warrants Outstanding | 32,054,808 |
Warrants Exercisable | 32,054,809 |
Weighted Average Remaining Contractual Life (years) | 2 years 4 months 24 days |
Exercise Price 0.52 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 0.52 |
Warrants Outstanding | 25,000 |
Warrants Exercisable | 25,000 |
Weighted Average Remaining Contractual Life (years) | 4 years 8 months 26 days |
Stock Purchase Warrants (Deta34
Stock Purchase Warrants (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 26, 2017 | Nov. 18, 2016 | Oct. 10, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 9,000 | |||||
Change in fair value of warrant liability | $ (2,655,000) | $ (5,090,000) | ||||
Warrant liabilities | 1,428,000 | $ 4,083,000 | ||||
Consulting Agreement Term | 6 months | |||||
Warrant [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Warrants Exercisable Number | 25,000 | |||||
Stock Warrants [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Sale of Stock, Price Per Share | $ 1.47 | |||||
Change in fair value of warrant liability | $ 7,400,000 | 326,000,000 | 1,000,000 | |||
Proceeds from Issuance of Common Stock | $ 19,100,000 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 14,059,616 | |||||
Issuance Of Warrants To Purchase Of Common Stock | 0.5 | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Number | 7,029,808 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Warrants Vested and Expected To Vest Outstanding Number | 1.75 | |||||
Warrant liabilities | 90,000 | 1,100,000 | ||||
IPO [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Sale of Stock, Price Per Share | $ 1 | |||||
Stock Issued During Period, Shares, New Issues | 25,000,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 15,700,000 | 1,300,000 | 8,600,000 | |||
Change in fair value of warrant liability | $ 2,300,000 | $ 4,100,000 | ||||
IPO [Member] | Series A [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.43 | |||||
IPO [Member] | Series B [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.72 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net loss - Basic | $ (2,316) | $ (2,846) |
Dilutive shares related to warrants | 0 | 0 |
Net loss - Dilutive | $ (2,316) | $ (2,846) |
Weighted Average Number of Shares Outstanding, Basic, Total | 128,566,883 | 117,447,260 |
Dilutive shares related to warrants | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 128,566,883 | 117,447,260 |
Earnings Per Share, Basic, Total | $ (0.02) | $ (0.02) |
Earnings Per Share, Diluted, Total | $ (0.02) | $ (0.02) |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Preferred Stock Dividends, Income Statement Impact | $ 59 | $ 0 | $ 6,900 |
Equity Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 32,054,809 | 57,341,642 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,188,515 | 11,489,515 |
Non-controlling Interest (Detai
Non-controlling Interest (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Noncontrolling Interest [Line Items] | ||
Equity Method Investment, Ownership Percentage | 88.50% | |
Stockholders Equity Attributable to Noncontrolling Interest | $ (1,923) | $ (1,914) |
Biomics and Mark Pimentel [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 11.50% |
Common and Preferred Stock (Det
Common and Preferred Stock (Details Textual) - USD ($) | Sep. 11, 2017 | Aug. 05, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Preferred Stock, Dividend Rate, Percentage | 2.00% | ||||
Preferred Stock Dividends, Income Statement Impact | $ 59,000 | $ 0 | $ 6,900,000 | ||
Dividends Payable, Current | $ 59,000 | $ 73,000 | |||
Fbr Capital Markets Co [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 40,000,000 | ||||
Brokerage Commission percentage | 3.00% | ||||
Series A Preferred Stock [Member] | |||||
Preferred Stock, Dividend Rate, Percentage | 2.00% | ||||
Preferred Stock Conversion Price Per Share | $ 0.54 | ||||
Preferred Stock, Redemption Terms | (i) the VWAP (as defined in the Certificate of Designation) for at least 20 trading days in any 30 trading day period is greater than $2.00, subject to adjustment in the case of stock split, stock dividends or the like the Company has the right, after providing notice not less than 6 months prior to the redemption date, to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share of Series A Preferred Stock of $225.00, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Convertible Preferred Stock or (ii) the five year anniversary of the issue date, the Company shall have the right to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Convertible Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share equal to the Liquidation Value. | ||||
Series A Preferred Stock [Member] | Private Placement [Member] | |||||
Stock Issued During Period, Shares, New Issues | 120,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Proceeds from Issuance of Convertible Preferred Stock | $ 12,000,000 | ||||
Sale of Stock, Consideration Received Per Transaction | $ 100 |