Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | VOLITIONRX LTD | |
Entity Central Index Key | 0000093314 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 47,920,377 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 21,305,266 | $ 16,966,168 |
Accounts receivable | 3,223 | 0 |
Prepaid expenses | 585,313 | 267,518 |
Other current assets | 525,013 | 322,593 |
Total Current Assets | 22,418,815 | 17,556,279 |
Property and equipment, net | 3,265,025 | 2,981,225 |
Operating lease right-of-use assets | 234,095 | 381,483 |
Intangible assets, net | 328,703 | 372,305 |
Total Assets | 26,246,638 | 21,291,292 |
Current Liabilities | ||
Accounts payable | 1,414,266 | 627,253 |
Accrued liabilities | 2,333,253 | 2,168,588 |
Management and directors' fees payable | 10,499 | 21,979 |
Current portion of long-term debt | 692,715 | 647,569 |
Current portion of finance lease liabilities | 54,276 | 97,946 |
Current portion of operating lease liabilities | 163,516 | 257,244 |
Current portion of grant repayable | 39,321 | 39,295 |
Total Current Liabilities | 4,707,846 | 3,859,874 |
Long-term debt, net of current portion | 1,914,207 | 2,195,278 |
Finance lease liabilities, net of current portion | 580,787 | 607,708 |
Operating lease liabilities, net of current portion | 78,495 | 131,875 |
Grant repayable, net of current portion | 302,106 | 297,991 |
Total Liabilities | 7,583,441 | 7,092,726 |
STOCKHOLDERS' EQUITY | ||
Common Stock, Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 46,659,554 shares and 41,125,303 shares, respectively | 46,660 | 41,125 |
Additional paid-in capital | 118,915,549 | 103,853,627 |
Accumulated other comprehensive income | 425,276 | 125,670 |
Accumulated deficit | (100,708,942) | (89,821,856) |
Total VolitionRx Limited Stockholders' Equity | 18,678,543 | 14,198,566 |
Non-controlling interest | (15,346) | 0 |
Total Stockholders' Equity | 18,663,197 | 14,198,566 |
Total Liabilities and Stockholders' Equity | $ 26,246,638 | $ 21,291,292 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
STOCKHOLDERS' EQUITY | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 46,659,554 | 41,125,303 |
Common stock, shares outstanding | 46,659,554 | 41,125,303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Royalty | $ 1,872 | $ 0 | $ 2,112 | $ 0 |
Product | 3,322 | 0 | 3,626 | 0 |
Total Revenues | 5,194 | 0 | 5,738 | 0 |
Operating Expenses | ||||
Research and development | 3,492,845 | 2,478,930 | 7,387,811 | 4,953,489 |
General and administrative | 1,508,836 | 1,436,461 | 3,212,358 | 2,665,901 |
Sales and marketing | 215,891 | 238,124 | 489,845 | 522,404 |
Total Operating Expenses | 5,217,572 | 4,153,515 | 11,090,014 | 8,141,794 |
Operating Loss | (5,212,378) | (4,153,515) | (11,084,276) | (8,141,794) |
Other Income (Expenses) | ||||
Grant income | 90,946 | 0 | 98,870 | 0 |
Gain on disposal of fixed assets | 93,202 | 0 | 93,202 | 0 |
Interest income | 7,741 | 29,459 | 46,155 | 41,023 |
Interest expense | (22,604) | (33,115) | (56,383) | (63,216) |
Other expenses | 0 | 0 | 0 | (196,957) |
Total Other Income (Expenses) | 169,285 | (3,656) | 181,844 | (219,150) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | (5,043,093) | (4,157,171) | (10,902,432) | (8,360,944) |
Net Loss attributable to Non-Controlling Interest | 5,779 | 0 | 15,346 | 0 |
Net Loss attributable to VolitionRx Limited Stockholders | (5,037,314) | (4,157,171) | (10,887,086) | (8,360,944) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | (74,320) | 49,913 | 299,606 | 25,859 |
Net Comprehensive Loss | $ (5,117,413) | $ (4,107,258) | $ (10,602,826) | $ (8,335,085) |
Net Loss Per Share - Basic and Diluted attributable to VolitionRx Limited | $ (0.12) | $ (0.11) | $ (0.26) | $ (0.22) |
Weighted Average Shares Outstanding | ||||
Basic and Diluted | 43,414,318 | 38,876,262 | 42,312,172 | 37,266,356 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Non Controlling Interest [Member] | Common stock [Member] |
Balance, shares at Dec. 31, 2018 | 35,335,378 | |||||
Balance, amount at Dec. 31, 2018 | $ 12,140,456 | $ 85,604,271 | $ 223,651 | $ (73,722,801) | $ 0 | $ 35,335 |
Common stock issued for cash, shares | 2,478,613 | |||||
Common stock issued for cash, amount | 6,660,671 | 6,658,192 | 0 | 0 | 0 | $ 2,479 |
Stock-based compensation | 340,458 | 340,458 | 0 | 0 | 0 | 0 |
Modification of financing warrants | 196,957 | 196,957 | 0 | 0 | 0 | 0 |
Foreign currency translation | (24,054) | 0 | (24,054) | 0 | 0 | 0 |
Net loss for the period | (4,203,773) | 0 | 0 | (4,203,773) | 0 | $ 0 |
Balance, shares at Mar. 31, 2019 | 37,813,991 | |||||
Balance, amount at Mar. 31, 2019 | 15,110,715 | 92,799,878 | 199,597 | (77,926,574) | 0 | $ 37,814 |
Balance, shares at Dec. 31, 2018 | 35,335,378 | |||||
Balance, amount at Dec. 31, 2018 | 12,140,456 | 85,604,271 | 223,651 | (73,722,801) | 0 | $ 35,335 |
Net loss for the period | (8,360,944) | |||||
Balance, shares at Jun. 30, 2019 | 39,480,658 | |||||
Balance, amount at Jun. 30, 2019 | 16,382,965 | 98,177,719 | 249,510 | (82,083,745) | 0 | $ 39,481 |
Balance, shares at Mar. 31, 2019 | 37,813,991 | |||||
Balance, amount at Mar. 31, 2019 | 15,110,715 | 92,799,878 | 199,597 | (77,926,574) | 0 | $ 37,814 |
Common stock issued for cash, shares | 1,666,667 | |||||
Common stock issued for cash, amount | 5,000,001 | 4,998,334 | 0 | 0 | 0 | $ 1,667 |
Stock-based compensation | 379,507 | 379,507 | 0 | 0 | 0 | 0 |
Foreign currency translation | 49,913 | 0 | 49,913 | 0 | 0 | 0 |
Net loss for the period | (4,157,171) | 0 | 0 | (4,157,171) | 0 | $ 0 |
Balance, shares at Jun. 30, 2019 | 39,480,658 | |||||
Balance, amount at Jun. 30, 2019 | 16,382,965 | 98,177,719 | 249,510 | (82,083,745) | 0 | $ 39,481 |
Balance, shares at Dec. 31, 2019 | 41,125,303 | |||||
Balance, amount at Dec. 31, 2019 | 14,198,566 | 103,853,627 | 125,670 | (89,821,856) | 0 | $ 41,125 |
Common stock issued for Director compensation in Volition Germany, shares | 73,263 | |||||
Common stock issued for Director compensation in Volition Germany, amount | 333,969 | 333,896 | 0 | 0 | 0 | $ 73 |
Common stock issued for cashless exercise of stock options, shares | 19,430 | |||||
Stock-based compensation | 192,669 | 192,669 | 0 | 0 | 0 | $ 0 |
Common stock issued for cashless exercise of stock options, amount | 0 | (20) | 0 | 0 | 0 | 20 |
Foreign currency translation | 373,926 | 0 | 373,926 | 0 | 0 | $ 0 |
Stock repurchase, shares | (11,364) | |||||
Stock repurchase, amount | (54,434) | (54,423) | 0 | 0 | 0 | $ (11) |
Net loss for the period | (5,859,339) | 0 | 0 | (5,849,772) | (9,567) | $ 0 |
Balance, shares at Mar. 31, 2020 | 41,206,632 | |||||
Balance, amount at Mar. 31, 2020 | 9,185,357 | 104,325,749 | 499,596 | (95,671,628) | (9,567) | $ 41,207 |
Balance, shares at Dec. 31, 2019 | 41,125,303 | |||||
Balance, amount at Dec. 31, 2019 | 14,198,566 | 103,853,627 | 125,670 | (89,821,856) | 0 | $ 41,125 |
Net loss for the period | (10,902,432) | |||||
Balance, shares at Jun. 30, 2020 | 46,659,554 | |||||
Balance, amount at Jun. 30, 2020 | 18,663,197 | 118,915,549 | 425,276 | (100,708,942) | (15,346) | $ 46,660 |
Balance, shares at Mar. 31, 2020 | 41,206,632 | |||||
Balance, amount at Mar. 31, 2020 | 9,185,357 | 104,325,749 | 499,596 | (95,671,628) | (9,567) | $ 41,207 |
Common stock issued for cash, shares | 5,452,922 | |||||
Common stock issued for cash, amount | 14,234,613 | 14,229,160 | 0 | 0 | 0 | $ 5,453 |
Stock-based compensation | 360,640 | 360,640 | 0 | 0 | 0 | 0 |
Foreign currency translation | (74,320) | 0 | (74,320) | 0 | 0 | 0 |
Net loss for the period | (5,043,093) | 0 | 0 | (5,037,314) | (5,779) | $ 0 |
Balance, shares at Jun. 30, 2020 | 46,659,554 | |||||
Balance, amount at Jun. 30, 2020 | $ 18,663,197 | $ 118,915,549 | $ 425,276 | $ (100,708,942) | $ (15,346) | $ 46,660 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities | ||
Net loss | $ (10,902,432) | $ (8,360,944) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 359,233 | 339,277 |
Amortization of operating lease right-of-use assets | 125,871 | 26,632 |
Gain on disposal of fixed assets | (93,202) | 0 |
Stock-based compensation | 553,309 | 719,965 |
Shares issued for Director compensation in Volition Germany | 333,969 | 0 |
Financing costs for warrants modified | 0 | 196,957 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (317,795) | (294,833) |
Accounts receivable | (3,223) | 0 |
Other current assets | (109,213) | 36,636 |
Accounts payable and accrued liabilities | 959,425 | 894,097 |
Management and directors' fees payable | (10,497) | 44,336 |
Right-of-use assets operating leases liabilities | (125,331) | (25,598) |
Net Cash Used In Operating Activities | (9,229,886) | (6,423,475) |
Investing Activities: | ||
Purchases of property and equipment | (597,366) | (236,831) |
Net Cash Used In Investing Activities | (597,366) | (236,831) |
Financing Activities: | ||
Net proceeds from issuances of common shares | 14,234,613 | 11,660,672 |
Common stock repurchased | (54,434) | 0 |
Proceeds from grants repayable | 3,802 | 32,652 |
Proceeds from long-term debt | 0 | 282,513 |
Payments on long-term debt | (234,172) | (147,421) |
Payments on finance lease obligations | (69,483) | (71,165) |
Net Cash Provided By Financing Activities | 13,880,326 | 11,757,251 |
Effect of foreign exchange on cash | 286,024 | (13,440) |
Net Change in Cash | 4,339,098 | 5,083,505 |
Cash and cash equivalents - Beginning of Period | 16,966,168 | 13,427,222 |
Cash and cash equivalents - End of Period | 21,305,266 | 18,510,727 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 56,383 | 63,216 |
Non-Cash Financing Activities: | ||
Common Stock issued on cashless exercises of stock options | 20 | 0 |
Offering costs from issuance of common stock | $ 1,229,169 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx," "we" or "us") for the three and six months ended June 30, 2020 and June 30, 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2020, and our results of operations and cash flows for the periods ended June 30, 2020 and June 30, 2019, respectively. The results of operations for the periods ended June 30, 2020 and June 30, 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020. U se o E ti m a t es The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to impairment of long-lived assets, allowance for doubtful accounts and stock-based compensation. The Comp n b m n ump on o u n h o xp n n v ou o h o h b v reas on b und h um n h u o wh o h b o m k n udgm n bou h y n v u o nd b n h u o o n xp n h no d pp n o o h ou Th u u xper nced t h Comp n m d m n dv o h Comp ny ’ e m T h x n h m nces ween h m n h u u u u u o op on w b d. P ri nci p o Con o li d a ti o n The accompanying condensed consolidated financial statements for the period ended June 30, 2020 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited (“Singapore Volition”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2020, cash and cash equivalents totaled approximately $21.3 million, of which $14.7 million was held in an overnight money market account. Accounts Receivables Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2020, the accounts receivable balance was $3,223 and the allowance for doubtful debts was $nil. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. B asic a n D u N Lo P Sh are The Comp n ompute net o per har in ac o d nc w ASC 260 “ E n ng P er Sh are,” re qu p n o o bo b n d u n ng p h EPS” o h o h is c ompu b d v d n n o v b ommo stockholders num o b h w gh v g numb o hares ndi n d nom n o du n h p od D u EP g v d u v po n ommo h ou nd n du n od u n h u o m ho ompu n d u EPS vera g o p o h p o u d m n n h numb o Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses to interest income and cash flows to be consistent with the current year classification. Recent Accounting Pronouncements The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and six months ended June 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows . |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Going Concern | |
Note 2 - Going Concern | The Comp ny condensed consolidated n n m n p p U S GAA pp b go n on wh on mp h assets and qu d o of b in h no m course of bu n Th Comp n has n u losses since inception of h n g v ow o op on n u n h limited v nu wh ub n doub bou b c on nu go n oncer n The f u u o h Comp n op n bu n w d p n o b ob u n p on bu on nc nd/ o g n v nu m b qu u op on M n g m n p n dd h bov n d b y uri n dd on g n und b ob n n dd on n n n h oug d b o qu (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments n d v op n nd ommercializi n p odu o m n M n g m n on nu x gh o on o on v h. The a b o h Comp n on nu go n on d p nd n upo b u u accomplish ns bed h p d n p g p n v n u p o b op on ompa ny n n n m n d no n ud n d u m n h m gh b n h Comp n un b on nu ng on n h Comp n un b ob d qu p ou b o |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property and Equipment | |
Note 3 - Property and Equipment | The Comp ny p op n qu pm n on o h o ow n moun o June 30, 2020 n December 31, 2019 June 30, 2020 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 458,766 332,512 126,254 Laboratory equipment 5 years 2,310,486 1,240,777 1,069,709 Office furniture and equipment 5 years 226,139 135,367 90,772 Buildings 30 years 1,473,212 163,665 1,309,547 Building improvements 5-15 years 720,464 141,598 578,866 Land Not amortized 89,877 - 89,877 5,278,944 2,013,919 3,265,025 December 31, 2019 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 426,461 280,554 145,907 Laboratory equipment 5 years 2,052,348 1,256,637 795,711 Office furniture and equipment 5 years 217,545 114,242 103,303 Buildings 30 years 1,472,211 139,021 1,333,190 Building improvements 5-15 years 630,824 117,526 513,298 Land Not amortized 89,816 - 89,816 4,889,205 1,907,980 2,981,225 Duri ng h six-month p o nd June 30, 2020 n June 30, 2019 h Comp n ogn nd $322,131, p v y d p o xpe n |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Note 4 - Intangible Assets | The Company ’ s intangible assets consist of patents. The patents are being amortized over the assets’ estimated useful lives, which nge om 8 to 20 June 30, 2020 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,148,059 819,356 328,703 December 31, 2019 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,147,391 775,086 372,305 Duri ng the six-month periods ended June 30, 2020 and June 30, 2019, the Company ogn nd $43,778, respectively, in amortization xpense. The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as o 2020 - remaining $ 44,340 2021 $ 87,591 2022 $ 87,591 2023 $ 87,591 2024 $ 21,590 Total Intangible Assets $ 328,703 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 Topic “Property, Plant and Equipment” |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions | |
Note 5 - Related Party Transactions | See Note 6 for common stock issued to related parties and Note 7 for stock options, warrants and RSUs issued to related parties. The Comp n h g m n w p o on u n v |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2020 | |
Common Stock | |
Note 6 - Common Stock | As of June 30, 2020, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 46,659,554 and 41,125,303 shares were issued and outstanding as of June 30, 2020 and December 31, 2019, respectively. Issuances Upon Warrant and Option Exercises On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 6,135 shares of common stock. On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 4,862 shares of common stock. On January 7, 2020, 35,000 stock options were exercised to purchase shares of common stock at $4.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 6,486 shares of common stock. On January 9, 2020, 73,263 shares were issued as fully paid shares of common stock valued at $333,969 as compensation to a managing director of Volition Germany (see Note 8(f)). From February 24, 2020 to March 20, 2020, 8,882 stock options were exercised to purchase shares of common stock at $2.35 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 1,947 shares of common stock. Stock Repurchase On January 12, 2020, the Company purchased from its Chief Medical Officer 11,364 shares of our common stock at $4.79 per share, for a total cost to the Company of $54,434. These shares were subsequently retired. Equity Capital Raise On May 20, 2020, the Company entered into an underwriting agreement with National Securities Corporation, acting on its own behalf and as representative of the several underwriters, in connection with the public offering, issuance and sale by the Company of 4,365,000 shares of the Company’s common stock, at the public offering price of $2.75 per share, less underwriting discounts and commissions. Under the terms of the agreement, the Company granted the underwriters an option, exercisable for 30 days from the date of the agreement, to purchase up to 654,750 additional shares of the Company’s common stock to cover overallotments, if any, at the public offering price of $2.75 per share, less underwriting discounts and commissions. On May 21, 2020, the underwriters exercised the overallotment option in full. As a result of the equity capital raise, the Company issued a total of approximately 5 million shares for aggregate gross proceeds of $13.8 million. Additionally, in connection with this transaction, $1.1 million was incurred in fees relating to the equity offering, resulting in net proceeds of $12.7 million. Equity Distribution Agreement On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), which agreement allows it to offer and sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time pursuant to a shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No.333-227248) through Oppenheimer acting as the Company’s agent and/or principal. Through June 30, 2020, the Company raised aggregate net proceeds of approximately $1.7 million under the Equity Distribution Agreement through the sale of 436,372 shares of its common stock. During the six-month period ended June 30, 2020, the Company raised aggregate net proceeds of approximately $1.7 million under the Equity Distribution Agreement through the sale of 433,172 shares of its common stock. Additionally, in connection with this transaction, $104,813 was incurred in fees relating to the Equity Distribution Agreement. See Note 9 for details regarding additional sales of common stock under the Equity Distribution Agreement after June 30, 2020. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Stock-based Compensation | |
Note 7 - Stock-based Compensation | a ) Wa rr ants The following table summarizes the changes in warrants outstanding of the Company during the six-month period ended June 30, 2020: Number of Weighted Average Warrants Exercise Price ($) Outstanding at December 31, 2019 190,000 2.90 Granted 50,000 3.45 Exercised - - Expired - - Outstanding at June 30, 2020 240,000 3.02 Exercisable at June 30, 2020 190,000 2.90 Effective February 26, 2020, the vesting criteria of the remaining installment of a warrant originally granted March 20, 2013 to an officer of the Company, and previously amended, was deemed met pursuant to the approval of the Compensation Committee, resulting in the vesting of the Warrant as to 125,000 shares effective February 26, 2020, with an expiration date of February 26, 2023. Effective March 1, 2020, the Company granted warrants to purchase 50,000 shares of common stock to a Company employee for services to the Company. These warrants vest on September 1, 2021 (subject to continued employment through such date) and expire on March 1, 2026, with an exercise price of $3.45 per share. The Company has calculated the estimated fair market value of these warrants at $86,771, using the Black-Scholes model and the following assumptions: term 3.75 years, stock price $3.44, exercise price $3.45, 69.03% volatility, 0.95% risk free rate, and no forfeiture rate. Below is a table summarizing the warrants issued and outstanding as of June 30, 2020, which have an aggregate weighted average remaining contractual life of 2.65 years. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 150,000 150,000 2.47 1.44 370,500 50,000 - 3.45 5.67 172,500 40,000 40,000 4.53 0.38 181,200 240,000 190,000 724,200 Stock-based compensation expense related to warrants of $41,587 and $4,127 was recorded in the six months ended June 30, 2020 and June 30, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $65,519 and is expected to be recognized over a period of 1.17 years. As of June 30, 2020, the total intrinsic value of warrants outstanding was $235,000. b ) Op t i on s The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2020: Number of Weighted Average Options Exercise Price ($) Outstanding at December 31, 2019 4,169,301 3.88 Granted 835,000 3.60 Exercised (68,882 ) 3.33 Expired/Cancelled (19,167 ) 5.00 Outstanding at June 30, 2020 4,916,252 3.84 Exercisable at June 30, 2020 4,081,252 3.89 Effective April 13, 2020, the Company granted stock options to purchase 835,000 shares of common stock to various Company personnel (including directors, executives, members of management and employees) in exchange for services provided to the Company. These options vest on April 13, 2021 and expire 5 years after the vesting date, with an exercise price of $3.44 per share. The Company has calculated the estimated fair market value of these options at $1,481,709, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.52, exercise price $3.60, 72.94% volatility, 0.54% risk free rate, and no forfeiture rate. Below is a table summarizing the options issued and outstanding as of June 30, 2020, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 3.05 years. As of June 30, 2020, an aggregate of 4,250,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which 261,867 shares of common stock remained available for future issuance thereunder. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 2,717 2,717 2.35 0.18 6,385 310,000 310,000 2.50 0.13 775,000 310,000 310,000 3.00 0.13 930,000 685,000 685,000 3.25 4.62 2,226,250 17,767 17,767 3.35 0.62 59,519 835,000 - 3.60 5.79 3,006,000 20,000 20,000 3.80 0.88 76,000 1,782,837 1,782,837 4.00 2.31 7,131,348 17,768 17,768 4.35 1.62 77,291 89,163 89,163 4.38 3.57 390,534 50,000 50,000 4.80 2.51 240,000 796,000 796,000 5.00 2.74 3,980,000 4,916,252 4,081,252 18,898,327 Stock-based compensation expense related to stock options of $482,103 and $715,838 was recorded in the six months ended June 30, 2020 and June 30, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $1,165,070. As of June 30, 2020, the total intrinsic value of stock options outstanding was $1,402,929. c) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of June 30, 2020, all of which were issued pursuant to the 2015 Stock Incentive Plan. Number of RSUs Share Price ($) Outstanding at December 31, 2019 - - Granted 52,500 3.52 Vested - - Cancelled - - Outstanding at June 30, 2020 52,500 3.52 Effective April 13, 2020, the Company granted RSUs of 52,500 shares of common stock to various Company personnel (including a director and employee) in exchange for services provided to the Company. These RSUs vest over 2 years, with 50% vesting on each of April 13, 2021 and April 13, 2022 and will result in total compensation expense of $184,800. Below is a table summarizing the RSUs issued and outstanding as of June 30, 2020 and which have an aggregate weighted average remaining contractual life of 1.29 years. Weighted Average Remaining Number Number Share Contractual Outstanding Exercisable Price ($) Life (Years) 52,500 - 3.52 1.29 Stock-based compensation expense related to RSUs of $29,619 and $nil was recorded in the six months ended June 30, 2020 and June 30, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $155,181. As of June 30, 2020, the total intrinsic value of the RSUs outstanding was $19,425. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies | |
Note 8 - Commitments and Contingencies | a) Finance Lease Obligations In 2015, the Company entered into an equipment finance lease to purchase three Tecan machines (automated liquid handling robots) for €550,454 Euros that matured in May 2020. As of June 30, 2020, the balance payable was $nil. In 2016, the Company entered into a real estate finance lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million Euros, maturing in May 2031. As of June 30, 2020, the balance payable was $619,808. In 2018, the Company entered into a finance lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000 Euros, maturing in January 2022. The leased equipment is amortized on a straight-line basis over 5 years. As of June 30, 2020, the balance payable was $15,255. The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2020. 2020 - remaining $ 34,997 2021 $ 69,993 2022 $ 61,839 2023 $ 60,427 2024 $ 60,426 Greater than 5 years $ 445,634 Total $ 733,316 Less: Amount representing interest $ (98,253 ) Present value of minimum lease payments $ 635,063 b) Operating Lease Right-of-Use Obligations As all the existing leases subject to the new lease standard ASC 842 " Leases As of June 30, 2020, operating lease right-of-use assets and liabilities arising from operating leases were $234,095 and $242,011, respectively. During the six months ended June 30, 2020, cash paid for amounts included for the measurement of lease liabilities was $116,541 and the Company recorded operating lease expense of $117,357. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2020. 2020 - remaining $ 121,708 2021 $ 77,664 2022 $ 34,500 2023 $ 16,886 2024 $ 1,056 Total Operating Lease Obligations $ 251,814 Less: Amount representing interest $ (9,803 ) Present Value of minimum lease payments $ 242,011 The Company’s office space leases are short term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six months ended June 30, 2020, $10,737 was recognized in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: 2020 - remaining $ 1,740 Total Operating Lease Obligations $ 1,740 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million Euros. Per the terms of the agreement, €314,406 Euros of the grant is to be repaid, by instalments over the period from June 30, 2014 to June 30, 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 Euros and the 6% royalty on revenue, is equal to twice the amount of funding received. As of June 30, 2020, the grant balance repayable was $137,519. In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000 Euros. Per the terms of the agreement, €181,500 Euros of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received. As of June 30, 2020, the grant balance repayable was $203,908. As of June 30, 2020, the total grant balance repayable was $341,427 and the payments remaining were as follows: 2020 - remaining $ 52,915 2021 $ 50,001 2022 $ 47,298 2023 $ 48,468 2024 $ 20,391 Greater than 5 years $ 122,354 Total Grants Repayable $ 341,427 d) Long-Term Debt In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 Euros with a fixed interest rate of 4.85%, maturing in December 2023. As of June 30, 2020, the principal balance payable was $285,383. In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 Euros with a fixed interest rate of 2.62%, maturing in December 2031. As of June 30, 2020, the principal balance payable was $243,940. In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 Euros with a fixed interest rate of 4.00%, maturing in June 2021.As of June 30, 2020, the principal balance payable was $118,008. In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million Euros with a fixed interest rate of 4.50%, maturing in September 2024.As of June 30, 2020, €1 million Euros has been drawn down under this agreement and the principal balance payable was $1,067,291. In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.00%, maturing in June 2022. As of June 30, 2020, the principal balance payable was $330,568. In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.80%, maturing in September 2023. As of June 30, 2020, the principal balance payable was $561,732. As of June 30, 2020, the total balance for long-term debt payable was $2,606,922 and the payments remaining were as follows: 2020 - remaining $ 479,678 2021 $ 742,694 2022 $ 623,184 2023 $ 526,943 2024 $ 328,193 Greater than 5 years $ 180,377 Total $ 2,881,069 Less: Amount representing interest $ (274,147 ) Total Long-Term Debt $ 2,606,922 e) Collaborative Agreement Obligations In 2015, the Company entered into a research sponsorship agreement with DKFZ in Germany for a 3-year period for €338,984 Euros.As of June 30, 2020, $84,260 is still to be paid by the Company under this agreement. In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a 5-year period for €400,000 Euros.As of June 30, 2020, $224,693 is still to be paid by the Company under this agreement. In 2016, the Company entered into a collaborative research agreement with Munich University in Germany for a 3-year period for €360,000 Euros.As of June 30, 2020, $110,099 is still to be paid by the Company under this agreement. In 2017, the Company entered into a clinical study research agreement with the University of Michigan for a 3-year period for up to $3 million. This agreement was amended in February 2020 to redefine a new clinical study. Pursuant to the terms of the amendment, the parties acknowledged that, although not fully-completed, the requirements of the original clinical study had been satisfied, including any and all payment obligations by the Company. Further, the Amendment provided that a new clinical study would be undertaken at no additional cost to the Company. As of June 30, 2020, up to $138,000 is still accrued by the Company for any additional expenses for the new clinical study. In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2020, $1.28 million is still to be paid by the Company under this agreement. In 2019, the Company entered into a research collaboration agreement with the University of Taiwan for a 2-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period. As of June 30, 2020, $160,000 is still to be paid by the Company under this agreement. In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University System ("TAMU") in consideration for the license granted to the Company for a 5-year period for a cost to the Company of up to $400,000 payable over such period. As of June 30, 2020, $345,443 is still to be paid by the Company under this agreement. In 2019, the Company entered into a lyophilization study and a CE marking project including GMP validation and documentation with Biomerica Inc. for $160,000. As of June 30, 2020, $54,663 is still to be paid by the Company under this agreement. As of June 30, 2020, the total amount to be paid for future research and collaboration commitments was approximately $2.39 million and the annual payments remaining were as follows: 2020 - remaining $ 1,098,624 2021 - 2024 $ 1,293,534 Total Collaborative Agreement Obligations $ 2,392,158 f) Other Commitments Volition Vet On August 7, 2019, the Company entered into a consulting services agreement with Novis Animal Solutions LLC, to provide chief executive officer services for Volition Vet in exchange for payment of consultancy fees and a potential equity interest of up to 5% in Volition Vet upon achievement of revenue milestones. The term of the contract is perpetual and terminable on 2 months’ written notice from either party. As of June 30, 2020, Novis Animal Solutions LLC has no equity interest in Volition Vet. On October 25, 2019, the Company entered into an agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment in exchange for a non-controlling interest of 7.5% in Volition Vet and for a further 5%, effective October 25, 2020, giving them in total a 12.5% equity interest as of such date. As of June 30, 2020, TAMU has a 7.5 % equity interest in Volition Vet. Volition Germany On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH ("Octamer"), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”). Upon considering the definition of a business, as defined in ASC 805 " Business Combinations, The Company agreed to terms of the transaction on December 13, 2019 and closed on January 10, 2020. Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer. In exchange, the Company agreed to issue 73,263 newly-issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000 Euros, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535). At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736 Euros) and recorded a holdback liability of $55,404 (€50,000 Euros) to be paid after the holdback period of 9 months following the closing (subject to offset for breaches of representations and warranties). In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. The Company recorded approximately $753,000 in compensation expense as a result of cash paid, holdback liability, stock issued and assumption of expenses. As of June 30, 2020, $242,667 is still to be paid by the Company under the Managing Director’s agreement, and $88 is payable under the 6% royalty agreement. g) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events | |
Note 9 - Subsequent Events | On July 16, 2020, 22,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 4,486 shares of common stock. On July 21, 2020, 110,000 stock options were exercised to purchase shares of common stock at $2.50 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 21,949 shares of common stock. On July 21, 2020, 110,000 stock options were exercised to purchase shares of common stock at $3.00 per share in cashless exercises and withholding of shares for taxes that resulted in the issuance of 14,380 shares of common stock. On August 4, 2020, 25,000 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 3,697 shares of common stock. On August 4, 2020, 25,000 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise and withholding of shares for taxes that resulted in the issuance of 1,936 shares of common stock. From July 1 to August 6, 2020, the Company raised aggregate net proceeds of approximately $4.7 million under the Equity Distribution Agreement through the sale of approximately 1.2 million shares of its common stock in accordance with a Rule 10b5-1 plan. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | |
Basis of Presentation | The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx," "we" or "us") for the three and six months ended June 30, 2020 and June 30, 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2020, and our results of operations and cash flows for the periods ended June 30, 2020 and June 30, 2019, respectively. The results of operations for the periods ended June 30, 2020 and June 30, 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to impairment of long-lived assets, allowance for doubtful accounts and stock-based compensation. The Comp n b m n ump on o u n h o xp n n v ou o h o h b v reas on b und h um n h u o wh o h b o m k n udgm n bou h y n v u o nd b n h u o o n xp n h no d pp n o o h ou Th u u xper nced t h Comp n m d m n dv o h Comp ny ’ e m T h x n h m nces ween h m n h u u u u u o op on w b d. |
Principles of Consolidation | The accompanying condensed consolidated financial statements for the period ended June 30, 2020 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited (“Singapore Volition”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2020, cash and cash equivalents totaled approximately $21.3 million, of which $14.7 million was held in an overnight money market account. |
Accounts Receivables | Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2020, the accounts receivable balance was $3,223 and the allowance for doubtful debts was $nil. |
Revenue Recognition | The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. |
Basic and Diluted Net Loss Per Share | The Comp n ompute ne oss p har i ac o d nc wit ASC 260 “ E n ng P er Sh are,” re qu p n o o bo b n d u n ng p h EPS” o h o h is c ompu b d v d n n o v b ommo stockholders num o b h w gh v g numb o hares ndi n d nom n o du n h p od D u EP g v d u v po n ommo h ou nd n du n od u n h u o m ho ompu n d u EPS vera g o p o h p o u d m n n h numb o |
Reclassification | Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses to interest income and cash flows to be consistent with the current year classification. |
Recent Accounting Pronouncements | The Company does not believe there are any new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and six months ended June 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows . |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property and Equipment | |
Schedule of Property and Equipment | June 30, 2020 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 458,766 332,512 126,254 Laboratory equipment 5 years 2,310,486 1,240,777 1,069,709 Office furniture and equipment 5 years 226,139 135,367 90,772 Buildings 30 years 1,473,212 163,665 1,309,547 Building improvements 5-15 years 720,464 141,598 578,866 Land Not amortized 89,877 - 89,877 5,278,944 2,013,919 3,265,025 December 31, 2019 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 426,461 280,554 145,907 Laboratory equipment 5 years 2,052,348 1,256,637 795,711 Office furniture and equipment 5 years 217,545 114,242 103,303 Buildings 30 years 1,472,211 139,021 1,333,190 Building improvements 5-15 years 630,824 117,526 513,298 Land Not amortized 89,816 - 89,816 4,889,205 1,907,980 2,981,225 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets | |
Schedule of Intangible Assets | June 30, 2020 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,148,059 819,356 328,703 December 31, 2019 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,147,391 775,086 372,305 |
Schedule of annual estimated amortization | 2020 - remaining $ 44,340 2021 $ 87,591 2022 $ 87,591 2023 $ 87,591 2024 $ 21,590 Total Intangible Assets $ 328,703 |
Stock based Compensation (Table
Stock based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stock-based Compensation | |
Summary of changes in warrants outstanding | Number of Weighted Average Warrants Exercise Price ($) Outstanding at December 31, 2019 190,000 2.90 Granted 50,000 3.45 Exercised - - Expired - - Outstanding at June 30, 2020 240,000 3.02 Exercisable at June 30, 2020 190,000 2.90 |
Summarizing the warrants issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 150,000 150,000 2.47 1.44 370,500 50,000 - 3.45 5.67 172,500 40,000 40,000 4.53 0.38 181,200 240,000 190,000 724,200 |
Summarizes the changes in options outstanding | Number of Weighted Average Options Exercise Price ($) Outstanding at December 31, 2019 4,169,301 3.88 Granted 835,000 3.60 Exercised (68,882 ) 3.33 Expired/Cancelled (19,167 ) 5.00 Outstanding at June 30, 2020 4,916,252 3.84 Exercisable at June 30, 2020 4,081,252 3.89 |
Summarizing the options issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 2,717 2,717 2.35 0.18 6,385 310,000 310,000 2.50 0.13 775,000 310,000 310,000 3.00 0.13 930,000 685,000 685,000 3.25 4.62 2,226,250 17,767 17,767 3.35 0.62 59,519 835,000 - 3.60 5.79 3,006,000 20,000 20,000 3.80 0.88 76,000 1,782,837 1,782,837 4.00 2.31 7,131,348 17,768 17,768 4.35 1.62 77,291 89,163 89,163 4.38 3.57 390,534 50,000 50,000 4.80 2.51 240,000 796,000 796,000 5.00 2.74 3,980,000 4,916,252 4,081,252 18,898,327 |
Summarizing the RSUs issued and outstanding | Number of RSUs Share Price ($) Outstanding at December 31, 2019 - - Granted 52,500 3.52 Vested - - Cancelled - - Outstanding at June 30, 2020 52,500 3.52 |
Summarizing the RSUs issued and outstanding maturity life | Weighted Average Remaining Number Number Share Contractual Outstanding Exercisable Price ($) Life (Years) 52,500 - 3.52 1.29 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under financing leases | 2020 - remaining $ 34,997 2021 $ 69,993 2022 $ 61,839 2023 $ 60,427 2024 $ 60,426 Greater than 5 years $ 445,634 Total $ 733,316 Less: Amount representing interest $ (98,253 ) Present value of minimum lease payments $ 635,063 |
Schedule of future minimum lease payments under operating leases | 2020 - remaining $ 121,708 2021 $ 77,664 2022 $ 34,500 2023 $ 16,886 2024 $ 1,056 Total Operating Lease Obligations $ 251,814 Less: Amount representing interest $ (9,803 ) Present Value of minimum lease payments $ 242,011 |
Schedule of recognized in short-term lease costs | 2020 - remaining $ 1,740 Total Operating Lease Obligations $ 1,740 |
Schedule of Grants Repayable | 2020 - remaining $ 52,915 2021 $ 50,001 2022 $ 47,298 2023 $ 48,468 2024 $ 20,391 Greater than 5 years $ 122,354 Total Grants Repayable $ 341,427 |
Schedule of long-term debt payable | 2020 - remaining $ 479,678 2021 $ 742,694 2022 $ 623,184 2023 $ 526,943 2024 $ 328,193 Greater than 5 years $ 180,377 Total $ 2,881,069 Less: Amount representing interest $ (274,147 ) Total Long-Term Debt $ 2,606,922 |
Schedule of annual payments of collaborative cgreement obligations | 2020 - remaining $ 1,098,624 2021 - 2024 $ 1,293,534 Total Collaborative Agreement Obligations $ 2,392,158 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 21,305,266 | $ 16,966,168 | $ 18,510,727 | $ 13,427,222 |
Cash and cash equivalents, money market account | 14,700,000 | |||
Accounts receivable | 3,223 | $ 0 | ||
Provision for allowance for doubtful debts | $ 0 | |||
Antidilutive securities excluded from computation of earnings per share | 5,208,752 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Going Concern | ||
Accumulated deficit | $ (100,708,942) | $ (89,821,856) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Cost | $ 5,278,944 | $ 4,889,205 |
Accumulated Depreciation | 2,013,919 | 1,907,980 |
Net Carrying Value | 3,265,025 | 2,981,225 |
Building Improvements [Member] | ||
Cost | 720,464 | 630,824 |
Accumulated Depreciation | 141,598 | 117,526 |
Net Carrying Value | $ 578,866 | $ 513,298 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Computer Hardware And Software [Member] | ||
Cost | $ 458,766 | $ 426,461 |
Accumulated Depreciation | 332,512 | 280,554 |
Net Carrying Value | $ 126,254 | $ 145,907 |
Useful Life | 3 years | 3 years |
Laboratory Equipment [Member] | ||
Cost | $ 2,310,486 | $ 2,052,348 |
Accumulated Depreciation | 1,240,777 | 1,256,637 |
Net Carrying Value | $ 1,069,709 | $ 795,711 |
Useful Life | 5 years | 5 years |
Office Furniture and Equipment [Member] | ||
Cost | $ 226,139 | $ 217,545 |
Accumulated Depreciation | 135,367 | 114,242 |
Net Carrying Value | $ 90,772 | $ 103,303 |
Useful Life | 5 years | 5 years |
Buildings [Member] | ||
Cost | $ 1,473,212 | $ 1,472,211 |
Accumulated Depreciation | 163,665 | 139,021 |
Net Carrying Value | $ 1,309,547 | $ 1,333,190 |
Useful Life | 30 years | 30 years |
Land [Member] | ||
Cost | $ 89,877 | $ 89,816 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 89,877 | $ 89,816 |
Useful Life | 0 years | 0 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Property and Equipment | ||
Depreciation Expense | $ 316,405 | $ 322,131 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Net Carrying Value | $ 328,703 | $ 372,305 |
Patents [Member] | ||
Cost | 1,148,059 | 1,147,391 |
Accumulated Depreciation | 819,356 | 775,086 |
Net Carrying Value | $ 328,703 | $ 372,305 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Intangible Assets | ||
2020 - remaining | $ 44,340 | |
2021 | 87,591 | |
2022 | 87,591 | |
2023 | 87,591 | |
2024 | 21,590 | |
Total Intangible Assets | $ 328,703 | $ 372,305 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Amortization expense | $ 42,828 | $ 43,778 |
Minimum [Member] | Patents And Intellectual Property [Member] | ||
Amortization of long-lived asset on straight line basis | 8 years | |
Maximum [Member] | Patents And Intellectual Property [Member] | ||
Amortization of long-lived asset on straight line basis | 20 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jan. 09, 2020 | Jan. 07, 2020 | Sep. 07, 2018 | May 21, 2020 | May 20, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 12, 2020 | Dec. 31, 2019 |
Common stock issued for Director compensation in Volition Germany, shares | 73,263 | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares issued | 46,659,554 | 41,125,303 | ||||||||
Common stock, shares outstanding | 46,659,554 | 41,125,303 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Common stock issued for Director compensation in Volition Germany, amount | $ 333,969 | $ 333,969 | ||||||||
Net proceeds from isuance of common stock | $ 14,234,613 | $ 11,660,672 | ||||||||
Common stock value | 46,660 | $ 41,125 | ||||||||
Option [Member] | From February 24, 2020 to March 20, 2020 [Member] | ||||||||||
Net proceeds from isuance of common stock | $ 197 | |||||||||
Common stock shares issuable upon exercise of warrants | 8,882 | |||||||||
Purchase price | $ 2.35 | |||||||||
Stock Option Two [Member] | ||||||||||
Net proceeds from isuance of common stock | $ 6,486 | |||||||||
Common stock shares issuable upon exercise of warrants | 35,000 | |||||||||
Purchase price | $ 4 | |||||||||
Stock Option One [Member] | ||||||||||
Net proceeds from isuance of common stock | $ 4,862 | |||||||||
Common stock shares issuable upon exercise of warrants | 12,500 | |||||||||
Purchase price | $ 3 | |||||||||
Stock Option [Member] | ||||||||||
Net proceeds from isuance of common stock | $ 6,135 | |||||||||
Common stock shares issuable upon exercise of warrants | 12,500 | |||||||||
Purchase price | $ 2.50 | |||||||||
Chief Medical Officer [Member] | ||||||||||
Common stock, shares purchased | 11,364 | |||||||||
Common stock value | $ 54,434 | |||||||||
Common stock, purchase price | $ 4.79 | |||||||||
National Securities Corporation [Member] | ||||||||||
Additional shares issued | 654,750 | |||||||||
Common stock price per share | $ 2.75 | |||||||||
Purchase price, public offering | $ 2.75 | |||||||||
Stock issued during period, shares | 5,000,000 | 4,365,000 | ||||||||
Stock issued during period, Amount | $ 1,380,000 | |||||||||
Legal fees | 1,100,000 | |||||||||
Net proceeds from isuance of common stock | $ 12,700,000 | |||||||||
Equity Distribution Agreement [Member] | Subsequent Event [Member] | ||||||||||
Common stock, shares issued | 436,372 | 433,172 | ||||||||
Net proceeds from isuance of common stock | $ 10,000,000 | $ 1,700,000 | ||||||||
Agreement fees | $ 104,813 |
Stock based Compensation (Detai
Stock based Compensation (Details) - Warrants [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of warrants Outstanding beginning balance | shares | 190,000 |
Number of warrants granted | shares | 50,000 |
Number of warrants outstanding ending balance | shares | 240,000 |
Number of warrants exercisable | shares | 190,000 |
Weighted Exercise Price | |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 2.90 |
Weighted Average Exercise Price Granted | $ / shares | 3.45 |
Weighted Average Exercise Price ending balance | $ / shares | 3.02 |
Weighted Average Exercise Price exercisable | $ / shares | $ 2.90 |
Stock based Compensation (Det_2
Stock based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Warrant [Member] | |
Number Outstanding | 240,000 |
Number Exercisable | 190,000 |
Proceeds to Company if Exercised | $ | $ 724,200 |
Warrant One [Member] | |
Number Outstanding | 150,000 |
Number Exercisable | 150,000 |
Proceeds to Company if Exercised | $ | $ 370,500 |
Exercise Price | $ / shares | $ 2.47 |
Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 9 days |
Warrant Two [Member] | |
Number Outstanding | 50,000 |
Number Exercisable | |
Proceeds to Company if Exercised | $ | $ 172,500 |
Exercise Price | $ / shares | $ 3.45 |
Weighted Average Remaining Contractual Life (Years) | 5 years 8 months 1 day |
Warrant Three [Member] | |
Number Outstanding | 40,000 |
Number Exercisable | 40,000 |
Proceeds to Company if Exercised | $ | $ 181,200 |
Exercise Price | $ / shares | $ 4.53 |
Weighted Average Remaining Contractual Life (Years) | 4 months 17 days |
Stock based Compensation (Det_3
Stock based Compensation (Details 2) - Stock Option [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of options outstanding beginning balance | shares | 4,169,301 |
Granted | shares | 835,000 |
Exercised | shares | (68,882) |
Expired | shares | (19,167) |
Number of option outstanding ending balance | shares | 4,916,252 |
Number of options exercisable | shares | 4,081,252 |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 3.88 |
Weighted Average Exercise Price Granted | $ / shares | 3.60 |
Weighted Average Exercise Price Exercised | $ / shares | 3.33 |
Weighted Average Exercise Price Expired | $ / shares | 5 |
Weighted Average Exercise Price ending balance | $ / shares | 3.84 |
Weighted Average Exercise Price exercisable balance | $ / shares | $ 3.89 |
Stock based Compensation (Det_4
Stock based Compensation (Details 3) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Proceeds to Company if Exercised | $ 20 | $ 0 |
Stock Option One [Member] | ||
Number Outstanding | 2,717 | |
Number Exercisable | 2,717 | |
Exercise Price | $ 2.35 | |
Weighted Average Remaining Contractual Life(years) | 2 months 5 days | |
Proceeds to Company if Exercised | $ 6,385 | |
Stock Option [Member] | ||
Number Outstanding | 4,916,252 | |
Number Exercisable | 4,081,252 | |
Proceeds to Company if Exercised | $ 18,898,327 | |
Option Six [Member] | ||
Number Outstanding | 835,000 | |
Number Exercisable | ||
Exercise Price | $ 3.60 | |
Weighted Average Remaining Contractual Life(years) | 5 years 9 months 15 days | |
Proceeds to Company if Exercised | $ 3,006,000 | |
Option Two [Member] | ||
Number Outstanding | 310,000 | |
Number Exercisable | 310,000 | |
Exercise Price | $ 2.50 | |
Weighted Average Remaining Contractual Life(years) | 1 month 17 days | |
Proceeds to Company if Exercised | $ 775,000 | |
Option Three [Member] | ||
Number Outstanding | 310,000 | |
Number Exercisable | 310,000 | |
Exercise Price | $ 3 | |
Weighted Average Remaining Contractual Life(years) | 1 month 17 days | |
Proceeds to Company if Exercised | $ 930,000 | |
Option Four [Member] | ||
Number Outstanding | 685,000 | |
Number Exercisable | 685,000 | |
Exercise Price | $ 3.25 | |
Weighted Average Remaining Contractual Life(years) | 4 years 7 months 13 days | |
Proceeds to Company if Exercised | $ 2,226,250 | |
Option Five [Member] | ||
Number Outstanding | 17,767 | |
Number Exercisable | 17,767 | |
Exercise Price | $ 3.35 | |
Weighted Average Remaining Contractual Life(years) | 7 months 13 days | |
Proceeds to Company if Exercised | $ 59,519 | |
Option Seven [Member] | ||
Number Outstanding | 20,000 | |
Number Exercisable | 20,000 | |
Exercise Price | $ 3.80 | |
Weighted Average Remaining Contractual Life(years) | 10 months 17 days | |
Proceeds to Company if Exercised | $ 76,000 | |
Option Eight [Member] | ||
Number Outstanding | 1,782,837 | |
Number Exercisable | 1,782,837 | |
Exercise Price | $ 4 | |
Weighted Average Remaining Contractual Life(years) | 2 years 3 months 22 days | |
Proceeds to Company if Exercised | $ 7,131,348 | |
Option Nine [Member] | ||
Number Outstanding | 17,768 | |
Number Exercisable | 17,768 | |
Exercise Price | $ 4.35 | |
Weighted Average Remaining Contractual Life(years) | 1 year 7 months 13 days | |
Proceeds to Company if Exercised | $ 77,291 | |
Option Ten [Member] | ||
Number Outstanding | 89,163 | |
Number Exercisable | 89,163 | |
Exercise Price | $ 4.38 | |
Weighted Average Remaining Contractual Life(years) | 3 years 6 months 26 days | |
Proceeds to Company if Exercised | $ 390,534 | |
Option Eleven [Member] | ||
Number Outstanding | 50,000 | |
Number Exercisable | 50,000 | |
Exercise Price | $ 4.80 | |
Weighted Average Remaining Contractual Life(years) | 2 years 6 months 4 days | |
Proceeds to Company if Exercised | $ 240,000 | |
Option Twelve [Member] | ||
Number Outstanding | 796,000 | |
Number Exercisable | 796,000 | |
Exercise Price | $ 5 | |
Weighted Average Remaining Contractual Life(years) | 2 years 8 months 27 days | |
Proceeds to Company if Exercised | $ 3,980,000 |
Stock based Compensation (Det_5
Stock based Compensation (Details 4) - StockOptions [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
granted | 52,500 |
Vested | |
Cancelled | |
Number of stock outstanding ending balance | 52,500 |
Share price beginning balance | 0 |
Granted | $ / shares | $ 3.52 |
Vested | $ / shares | 0 |
Cancelled | $ / shares | 0 |
Share price ending balance | $ / shares | $ 3.52 |
Stock based Compensation (Det_6
Stock based Compensation (Details 5) - Stock Options One [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of stock Outstanding balance | 52,500 |
Number of stock exercisable | |
Share price | $ / shares | $ 3.52 |
Weighted average remaining contractual life (Years) | 1 year 3 months 15 days |
Stock based Compensation (Det_7
Stock based Compensation (Details Narrative) - USD ($) | Aug. 04, 2020 | Apr. 13, 2020 | Jul. 21, 2020 | Jul. 16, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Stock based compensation expense | $ 553,309 | $ 719,965 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Subsequent Events [Member] | |||||||
Exercise price | $ 2.50 | $ 2.50 | $ 2.50 | ||||
Stock Option [Member] | |||||||
Intrinsic value | $ 235,000 | ||||||
Stock based compensation expense | $ 41,587 | 4,127 | |||||
Common stock shares issuable upon exercise of stock option | 835,000 | ||||||
Compensation cost | $ 65,519 | ||||||
Fair value of options | $ 1,481,709 | ||||||
Exercise price | $ 3.44 | ||||||
Term | 3 years 5 months 30 days | ||||||
Stock price | $ 3.52 | ||||||
Volatility | 72.94% | ||||||
Risk free rate | 0.54% | ||||||
Option [Member] | |||||||
Stock based compensation expense | $ 482,103 | 715,838 | |||||
Unrecognized compensation cost | 1,165,070 | ||||||
Stock option outstanding, intrinsic value | $ 1,402,929 | ||||||
Option [Member] | 2015 Equity Incentive Plan [Member] | |||||||
Weighted Average Remaining Contractual Life (Years) | 3 years 18 days | ||||||
Common stock shares reserved for future issuance | 261,867 | ||||||
Common stock, shares authorized | 4,250,000 | ||||||
Option [Member] | Subsequent Events [Member] | |||||||
Exercise price | $ 3 | $ 3.60 | $ 3 | ||||
Warrant [Member] | March 1, 2020 [Member] | |||||||
Exercise price | $ 3.45 | ||||||
Term | 3 years 8 months 30 days | ||||||
Stock price | $ 3.44 | ||||||
Volatility | 69.03% | ||||||
Risk free rate | 0.95% | ||||||
Warrants granted to purchase shares of common stock | 50,000 | ||||||
Expiry date | Mar. 1, 2026 | ||||||
Fair market value of warrants | $ 86,771 | ||||||
Weighted average remaining contractual life | 2 years 7 months 24 days | ||||||
Restricted Stock Units [Member] | |||||||
RSU granted shares of common stock | 52,500 | ||||||
Restricted Stock or Unit Expense | $ 184,800 | ||||||
Stock compensation expenses | $ 29,619 | $ 29,619 | |||||
Weighted average contractual life | 1 year 3 months 14 days | ||||||
Intrinsic value | $ 19,425 | ||||||
Vested descriptions | These RSUs vest 50% on April 13, 2021 and 50% on April 13, 2022. | ||||||
Unrecognised compensation cost | $ 155,181 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Jun. 30, 2020USD ($) |
2020 - remaining | $ 34,997 |
2021 | 69,993 |
2022 | 61,839 |
2023 | 60,427 |
2024 | 60,426 |
Greater than 5 years | 445,634 |
Total | 733,316 |
Less: Amount representing interest | (98,253) |
Present value of minimum lease payments | $ 635,063 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Jun. 30, 2020USD ($) |
2020 - remaining | $ 1,740 |
2022 | 87,591 |
Total Operating Lease Obligations | 1,740 |
Operating Lease Right of Use Obligations [Member] | |
2020 - remaining | 121,708 |
2021 | 77,664 |
2022 | 34,500 |
2023 | 16,886 |
2024 | 1,056 |
Total Operating Lease Obligations | 251,814 |
Less: Amount representing interest | (9,803) |
Present value of minimum lease payments | $ 242,011 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Jun. 30, 2020USD ($) |
Commitments and Contingencies | |
2020 - remaining | $ 1,740 |
Total Operating Lease Obligations | $ 1,740 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - Grants Repayable [Member] | Jun. 30, 2020USD ($) |
2020 - remaining | $ 52,915 |
2021 | 50,001 |
2022 | 47,298 |
2023 | 48,468 |
2024 | 20,391 |
Greater than 5 years | 122,354 |
Total Grants Repayable | $ 341,427 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) | Jun. 30, 2020USD ($) |
Commitments and Contingencies | |
2020 - remaining | $ 479,678 |
2021 | 742,694 |
2022 | 623,184 |
2023 | 526,943 |
2024 | 328,193 |
Greater than 5 years | 180,377 |
Total | 2,881,069 |
Less: Amount representing interest | (274,147) |
Total Long-Term Debt | $ 2,606,922 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Jun. 30, 2020USD ($) |
Commitments and Contingencies | |
2020 - remaining | $ 1,098,624 |
2021 | 1,293,534 |
Total Collaborative Agreement Obligations | $ 2,392,158 |
Commitments and Contingencies_8
Commitments and Contingencies (Details Narrative) | Jan. 10, 2020USD ($) | Dec. 13, 2019USD ($)$ / sharesshares | Aug. 07, 2019 | Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | Jun. 30, 2019USD ($) | Jun. 30, 2020EUR (€) | Dec. 31, 2019USD ($) |
Total Collaborative Agreement Obligations | $ 2,048,180 | |||||||
Total long-term debt | 2,675,755 | |||||||
Common stock, restricted shares issued in exchange of purchased outstanding shares, value | $ 73,263 | $ 333,969 | ||||||
Common stock, restricted shares issued in exchange of purchased outstanding shares, shares | shares | 73,263 | |||||||
Weighted trading price | $ / shares | $ 4.56 | |||||||
Repayment of debt | $ 357,000 | $ 350,000 | ||||||
Holdback period | 9 months | |||||||
Net liabilities | $ 55,404 | $ 6,535 | ||||||
Stock based compensation expenses | $ 165,464 | $ 338,331 | ||||||
Texas A&M University [Member] | ||||||||
Agreement description | The Company entered into agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5% | The Company entered into agreement with TAMU for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5% | ||||||
Operating Lease Right of Use Obligations [Member] | ||||||||
Weighted average discount rate | 4.47% | 4.47% | ||||||
Weighted average remaining lease term | 1 year 8 months 12 days | 1 year 8 months 12 days | ||||||
Operating lease right-of-use assets and liabilities | $ 234,095 | $ 242,011 | ||||||
Payment of lease liabilities | 116,541 | |||||||
Operating lease expense | 117,357 | |||||||
Short term lease costs | 10,737 | |||||||
Managing Director's Agreement [Member] | ||||||||
Stock based compensation expenses | $ 753,000 | |||||||
Transaction agreement description | In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. | In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. | ||||||
Due to related party | $ 277,794 | |||||||
In 2015 [Member] | Finance Lease Obligations [Member] | Automated Liquid Handling Robots [Member] | ||||||||
Maturity date | May 31, 2020 | May 31, 2020 | ||||||
Amount payable | $ 0 | |||||||
Purchase price for the property | € | € 550,454 | |||||||
In 2018 [Member] | Finance Lease Obligations [Member] | BNP Paribas leasing solutions [Member] | ||||||||
Maturity date | Jan. 31, 2022 | Jan. 31, 2022 | ||||||
Amount payable | $ 15,255 | |||||||
Purchase price for the property | € | 25,000 | |||||||
Leased equipment amortized term | 5 years | 5 years | ||||||
In 2016 [Member] | Finance Lease Obligations [Member] | ING Asset Finance Belgium S.A. [Member] | ||||||||
Maturity date | May 31, 2031 | May 31, 2031 | ||||||
Amount payable | $ 619,808 | |||||||
Purchase price for the property | € | 1,120,000 | |||||||
May 1, 2019 [Member] | Collaborative Arrangement, Co-promotion [Member] | ||||||||
Collaborative obligations amount due | $ 320,000 | |||||||
Research collaboration agreement description | The Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period. | The Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period. | ||||||
Novis Animal Solutions LLC [Member] | Consulting Services Agreement [Member] | ||||||||
Potential equity interest | 5.00% | |||||||
University of Michigan [Member] | In 2017 [Member] | Clinical Study Research Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | $ 3,000,000 | |||||||
Collaborative obligations amount due | $ 138,000 | |||||||
Munich University [Member] | In 2016 [Member] | Collaborative Research Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | € | 360,000 | |||||||
Collaborative obligations amount due | $ 110,099 | |||||||
DKFZ [Member] | In 2016 [Member] | Research Co-operation Agreement [Member] | ||||||||
Lease agreement expire period | 5 years | 5 years | ||||||
Collaborative obligations amount | € | 400,000 | |||||||
Collaborative obligations amount due | $ 224,693 | |||||||
DKFZ [Member] | In 2015 [Member] | Research Sponsorship Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | € | 338,984 | |||||||
Collaborative obligations amount due | $ 84,260 | |||||||
University of Taiwan [Member] | In 2018 [Member] | Clinical Study Research Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | $ 2,550,000 | |||||||
Collaborative obligations amount due | 1,280,000 | |||||||
Walloon Region Government [Member] | In 2018 [Member] | Colorectal Cancer Research Agreement [Member] | ||||||||
Amount payable | $ 203,908 | |||||||
Grant receivable | € | 605,000 | |||||||
Repayment of grants | € | 181,500 | |||||||
Terms of agreement description | It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received. | It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received. | ||||||
Total grants repayable | $ 341,427 | |||||||
Walloon Region Government [Member] | In 2010 [Member] | ||||||||
Amount payable | $ 137,519 | |||||||
Grant receivable | € | 1,050,000 | |||||||
Repayment of grants | € | € 314,406 | |||||||
Terms of agreement description | It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received. | It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received. | ||||||
Long-term Debt [Member] | In 2018 [Member] | Namur Innovation and Growth [Member] | ||||||||
Fixed interest rate on lease | 4.00% | 4.00% | ||||||
Long-term Debt [Member] | In 2018 [Member] | Loan Agreement [Member] | Namur Innovation and Growth [Member] | ||||||||
Total long-term debt | $ 330,568 | |||||||
Repayment of long-term loan amount | € | € 500,000 | |||||||
Loan agreement term | 4 years | 4 years | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2019 [Member] | Loan Agreement [Member] | ||||||||
Total long-term debt | $ 2,606,922 | |||||||
Principal balance payable | $ 561,732 | |||||||
Repayment of long-term loan amount | € | € 500,000 | |||||||
Loan agreement term | 4 years | 4 years | ||||||
Fixed interest rate on lease | 4.80% | 4.80% | ||||||
Maturity date | Sep. 30, 2023 | Sep. 30, 2023 | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2017 [Member] | ||||||||
Fixed interest rate on lease | 4.00% | 4.00% | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2017 [Member] | Loan Agreement [Member] | ||||||||
Total long-term debt | $ 118,008 | |||||||
Repayment of long-term loan amount | € | € 350,000 | |||||||
Loan agreement term | 4 years | 4 years | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2016 [Member] | ||||||||
Fixed interest rate on lease | 4.85% | 4.85% | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2016 [Member] | Loan Agreement [Member] | ||||||||
Total long-term debt | $ 285,383 | |||||||
Repayment of long-term loan amount | € | € 440,000 | |||||||
Loan agreement term | 7 years | 7 years | ||||||
Long-term Debt [Member] | SOFINEX [Member] | In 2017 [Member] | ||||||||
Fixed interest rate on lease | 4.50% | 4.50% | ||||||
Long-term Debt [Member] | SOFINEX [Member] | In 2017 [Member] | Loan Agreement [Member] | ||||||||
Total long-term debt | $ 1,067,291 | |||||||
Repayment of long-term loan amount | € | € 1,000,000 | |||||||
Loan agreement term | 7 years | 7 years | ||||||
Long-term Debt [Member] | ING [Member] | In 2016 [Member] | ||||||||
Fixed interest rate on lease | 2.62% | 2.62% | ||||||
Long-term Debt [Member] | ING [Member] | In 2016 [Member] | Loan Agreement [Member] | ||||||||
Total long-term debt | $ 243,940 | |||||||
Repayment of long-term loan amount | € | € 270,000 | |||||||
Loan agreement term | 15 years | 15 years |
Subsequent (Details Narrative)
Subsequent (Details Narrative) - USD ($) | Aug. 04, 2020 | Apr. 13, 2020 | Aug. 06, 2020 | Jul. 21, 2020 | Jul. 16, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Subsequent Event [Member] | Equity Distribution Agreement [Member] | |||||||
Common stock, shares sold | 1,200,000 | ||||||
Proceeds from sale of common stock | $ 4,700,000 | ||||||
Subsequent Events [Member] | |||||||
Shares issued upon options exercised | 3,697 | 21,949 | 4,486 | ||||
Exercise price | $ 2.50 | $ 2.50 | $ 2.50 | ||||
Stock option exercised | 25,000 | ||||||
Useful Life | 15 years | 15 years | |||||
Subsequent Events [Member] | Option [Member] | |||||||
Options granted to purchase aggregate shares of common stock | 25,000 | 110,000 | |||||
Shares issued upon options exercised | 1,936 | 14,380 | |||||
Exercise price | $ 3 | $ 3.60 | $ 3 |