Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TAPIMMUNE INC. | |
Entity Central Index Key | 1,094,038 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TPIV | |
Entity Common Stock, Shares Outstanding | 10,539,057 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 7,607,735 | $ 7,851,243 |
Prepaid expenses and deposits | 96,530 | 70,149 |
Total current assets | 7,704,265 | 7,921,392 |
Total assets | 7,704,265 | 7,921,392 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,757,062 | 1,224,940 |
Research agreement obligations | 0 | 492,365 |
Warrant liability | 6,000 | 14,500 |
Promissory note | 5,000 | 5,000 |
Total current liabilities | 1,768,062 | 1,736,805 |
Total liabilities | 1,768,062 | 1,736,805 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 41.7 million shares authorized, 10.5 million and 8.4 million shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 10,539 | 8,421 |
Additional paid-in capital | 160,662,286 | 151,991,974 |
Accumulated deficit | (154,736,622) | (145,815,808) |
Total stockholders' equity | 5,936,203 | 6,184,587 |
Total liabilities and stockholders' equity | 7,704,265 | 7,921,392 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, Value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, Value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 5,000,000 | 5,000,000 |
Common stock shares par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 41,700,000 | 41,700,000 |
Common stock shares issued | 10,500,000 | 8,400,000 |
Common stock shares outstanding | 10,500,000 | 8,400,000 |
Series A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 1,250,000 | 1,250,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 1,500,000 | 1,500,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating expenses: | ||||
Research and development | $ 1,623,302 | $ 1,109,332 | $ 3,815,119 | $ 3,343,248 |
General and administrative | 2,549,272 | 1,612,305 | 5,167,582 | 3,557,701 |
Total operating expenses | 4,172,574 | 2,721,637 | 8,982,701 | 6,900,949 |
Loss from operations | (4,172,574) | (2,721,637) | (8,982,701) | (6,900,949) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 4,000 | 684,000 | 8,500 | 5,925,000 |
Debt extinguishment gain | 0 | 0 | 492,365 | 0 |
Grant income | 183,064 | 0 | 183,064 | 231,200 |
Loss on debt settlement agreements | 0 | (65,325) | 0 | (135,640) |
Other income | 0 | 0 | 0 | 1,828 |
Net loss | $ (3,985,510) | $ (2,102,962) | $ (8,298,772) | $ (878,561) |
Basic net loss per share | $ (0.39) | $ (0.29) | $ (0.91) | $ (0.14) |
Diluted net loss per share | $ (0.39) | $ (0.29) | $ (0.91) | $ (0.54) |
Weighted average number of common shares outstanding, basic | 10,219,138 | 7,281,000 | 9,081,678 | 6,370,000 |
Weighted average number of common shares outstanding, diluted | 10,219,138 | 7,281,000 | 9,081,678 | 6,935,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
Balance, Amount at Dec. 31, 2016 | $ 6,184,587 | $ 8,421 | $ 151,991,974 | $ (145,815,808) |
Balance, Share at Dec. 31, 2016 | 8,421,185 | |||
Common stock and warrants issued in private placement, Amount | 6,190,003 | $ 1,504 | 6,188,499 | 0 |
Common stock and warrants issued in private placement, Share | 1,503,567 | |||
Fees and legal costs relating to private placement | (781,660) | $ 0 | (781,660) | 0 |
Exercise of warrants, Amount | 666,666 | $ 168 | 666,498 | 0 |
Exercise of warrants, Share | 167,926 | |||
Legal costs relating to exercise of warrants | (47,043) | $ 0 | (47,043) | 0 |
Fair value of repriced warrants as inducement | 0 | 0 | 622,042 | (622,042) |
Stock-based compensation, Amount | 2,332,915 | $ 544 | 2,332,371 | 0 |
Stock-based compensation, Share | 544,018 | |||
Repurchase of common stock to pay for employee withholding taxes | (310,493) | $ (98) | (310,395) | 0 |
Repurchase of common stock to pay for employee withholding taxes, Share | (97,639) | |||
Net loss | (8,298,772) | $ 0 | 0 | (8,298,772) |
Balance, Amount at Sep. 30, 2017 | $ 5,936,203 | $ 10,539 | $ 160,662,286 | $ (154,736,622) |
Balance, Share at Sep. 30, 2017 | 10,539,057 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (8,298,772) | $ (878,561) |
Reconciliation of net loss to net cash used in operating activities: | ||
Changes in fair value of warrant liabilities | (8,500) | (5,925,000) |
Shares issued in debt settlement agreements | 0 | 70,315 |
Stock-based compensation | 2,332,915 | 1,309,109 |
Debt extinguishment gain | (492,365) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and deposits | (26,381) | (42,849) |
Accounts payable and accrued expenses | 532,122 | 710,720 |
Net cash used in operating activities | (5,960,981) | (4,756,266) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in private placement, net of offering costs | 5,408,343 | 2,331,126 |
Proceeds from exercise of stock warrants, net of offering costs | 619,623 | 5,483,349 |
Repayment of promissory note | 0 | (25,000) |
Repayment of promissory note - related party | 0 | (23,000) |
Repurchase of common stock to pay for employee withholding taxes | (310,493) | 0 |
Net cash provided by financing activities | 5,717,473 | 7,766,475 |
Net (decrease) increase in cash | (243,508) | 3,010,209 |
Cash at beginning of period | 7,851,243 | 6,576,564 |
Cash at end of period | 7,607,735 | 9,586,773 |
Supplemental schedule of non-cash financing activities: | ||
Fair value of repriced warrants as inducement | 622,042 | 0 |
Reclassification of accrued liability upon issuance of common shares relating to Dr. Glynn Wilson’s compensation | 0 | 191,000 |
Fair value of issuance of series F and F-1 warrants as inducement in August 2016 | 0 | 5,352,000 |
Fair value of shares issued as inducement on August 10, 2016 | 0 | 4,500,000 |
Reclassification of fair value of derivative liabilities to equity on amendment of warrant agreements | 0 | 15,465,000 |
Reclassification of Derivative Warrant Liabilities to Equity at Exercise Date | $ 0 | $ 5,074,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | Note 1: Nature of Operations TapImmune Inc. (the “Company” or “we”), a Nevada corporation incorporated in 1992, is a biotechnology company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune's approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition and killing by the immune system. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2: Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2017 or for any future interim period. The condensed consolidated balance sheet at September 30, 2017 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2016, and notes thereto included in the Company’s annual report on Form 10-K filed on March 14, 2017. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 9 Months Ended |
Sep. 30, 2017 | |
Text Block [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | NOTE 3: LIQUIDITY AND FINANCIAL CONDITION The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing, develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financings and warrant exercises. The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from product sales. As of September 30, 2017, the Company had cash of $ 7.6 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 4: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 14, 2017. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. Accounting for Certain Financial Instruments with Down Round Features On July 13, 2017, the FASB has issued a two-part Accounting Standards Update (“ASU”), No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception . The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the interim periods within that annual period. Early adoption is permitted. The Company is evaluating the impact of adopting this standard on the consolidated financial statements and disclosures. Compensation-Stock Compensation In May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period beginning after December 15, 2017 and interim periods within that annual period. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements and disclosures, but does not expect it to have a significant impact. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | Note 5: NET LOSS PER SHARE Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net loss $ (3,985,510) $ (2,102,962) $ (8,298,772) $ (878,561) Less: non-cash income from change in fair value of common stock warrants - - - 2,856,000 Net loss - diluted (3,985,510) (2,102,962) (8,298,772) (3,734,561) Denominator: Weighted average common shares outstanding - basic 10,219,138 7,281,000 9,081,678 6,370,000 Dilutive effect of warrants, net - - - 565,000 Weighted average common shares outstanding - diluted 10,219,138 7,281,000 9,081,678 6,935,000 Net loss per share data: Basic $ (0.39) $ (0.29) $ (0.91) $ (0.14) Diluted $ (0.39) $ (0.29) $ (0.91) $ (0.54) Nine Months Ended September 30, 2017 2016 Common stock options 455,000 432,000 Common stock warrants - equity treatment 6,517,500 5,054,000 Common stock warrants - liability treatment 3,500 6,000 Potentially dilutive securities 6,976,000 5,492,000 |
RESEARCH AGREEMENT OBLIGATIONS
RESEARCH AGREEMENT OBLIGATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Research and Development [Abstract] | |
RESEARCH AGREEMENT OBLIGATIONS | Note 6: Research Agreement OBLIGATIONS Crucell Holland B. V. (“Crucell”) Research License and Option Agreement In 2003 and further amended in 2008, the Company acquired a research license and option agreement from Crucell Holland B.V. for use of an adenovirus technology. The Company has not made use of the technology in its current work and has not asked for nor received any work product from Crucell. Crucell was acquired by Johnson and Johnson in 2010. As of December 31, 2016, the Company had accrued $ 0.5 Upon further third-party Netherlands legal review and analysis of the agreement undertaken during the year, it was concluded that based upon Dutch law, the statute of limitations has run out on the obligation, and a legal opinion received by the Company confirms the amounts are not currently owed. As such, as of September 30, 2017, the Company was no longer obligated to make the payments under the agreement and therefore, the Company recorded a debt extinguishment gain of $ 0.5 0 |
WARRANT LIABILITY AND FAIR VALU
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Derivatives and Fair Value [Abstract] | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | Note 7: WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS September 30, December 31, 2017 2016 Stock price $ 3.01 $ 3.88 Exercise price $ 1.20 $ 1.20 Contractual term (years) 0.78 1.15 Volatility (annual) 63 % 100 % Risk-free rate 1 % 1 % Dividend yield (per share) 0 % 0 % The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Liabilities Measured at Fair Value on a Recurring Basis Fair value measured at September 30, 2017 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) September 30, 2017 Warrant liability $ - $ - $ 6,000 $ 6,000 Fair value measured at December 31, 2016 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2016 Warrant liability $ - $ - $ 14,500 $ 14,500 The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: · Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and · Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2017. Warrant Liability Balance - December 31, 2016 $ 14,500 Change in fair value of warrant liability (8,500) Balance September 30, 2017 $ 6,000 |
PROMISSORY NOTE
PROMISSORY NOTE | 9 Months Ended |
Sep. 30, 2017 | |
Promissory Notes [Abstract] | |
PROMISSORY NOTES | Note 8: Promissory note At September 30, 2017 and December 31, 2016, the Company had an outstanding promissory note in the amount of $ 5,000 10 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 9: STOCKHOLDERS’ EQUITY 2017 Common Stock Transactions June 2017 Private Placement Transaction On June 26, 2017, the Company completed private placement of units with certain accredited investors. In the private placement transaction, the Company sold 1,503,567 3.97 0.125 4.095 1,503,567 6.2 0.8 653,187 6.00 3.97 In addition, the Company issued five-year warrants to the placement agent in the offering providing for the purchase of up to 150,357 3.97 Pursuant to a Registration Rights Agreement to be entered into at the closing of the private placement offering, promptly, but no later than 90 calendar days after the closing of the offering, the Company is required to file a registration statement with the Securities and Exchange Commission registering for resale (a) the common stock issued in the offering; (b) the shares of common stock issuable upon the exercise of the private placement warrants; and (c) the shares of common stock issuable upon the exercise of the warrants issued to Katalyst Securities LLC, which acted as placement agent for the offering. The Company is required to use its commercially reasonable efforts to ensure that the Registration Statement is declared effective within 90 calendar days after filing with the Securities and Exchange Commission, on or before December 23, 2017. In accordance with the registration rights agreements, should the Company fail to meet the above criteria, the Company is subject to pay the investors liquidated damages. The liquidated damages shall be a cash sum payment calculated at a rate of ten percent ( 10 In accordance with U.S. GAAP, a contingent obligation to make future payments must be recorded if the transfer of consideration under a registration payment arrangement is probable and can be reasonably estimated. The Company has determined that should it be required to pay liquidated damages to the investors of the private placements, the aggregate contingent liability it would be required to record would be approximately $ 57,000 At the June 26, 2017 private placement closing, and on September 30, 2017, the Company concluded that it is not probable that it will be required to remit any payments to the investors for failing to obtain an effective registration statement or failing to maintain its effectiveness. June 2017 Exercise and Repricing of Warrants Held by Existing Institutional Investors On June 23, 2017, certain existing institutional shareholders of the Company who hold various outstanding warrants (i.e. C, D, E and F) to purchase Company common stock, entered into warrant repricing and exercise agreements. Series E repriced and exercised warrants Approximately 168,000 15.00 3.97 0.7 187,000 15.00 4.50 Series C, D & F repriced warrants Number of Warrant Shares Pre-reduced Post-reduced Series Repriced Price Price Series C 313,750 $ 6.00 $ 4.00 Series D 312,500 $ 9.00 $ 4.00 Series F 292,500 $ 7.20 $ 4.00 The fair value relating to the modification of exercise prices on the repriced warrants was treated as deemed dividend on the statement of stockholders’ equity of $ 0.6 Before After Modification Modification Exercise price $ 8.32 $ 4.04 Contractual term (years) 3.34 3.34 Volatility (annual) 200 % 200 % Risk-free rate 2 % 2 % Dividend yield (per share) 0 % 0 % 2017 Management Compensation On March 9, 2017, the Company issued 12,761 55,000 4.31 On March 9, 2017, the Company issued 5,220 22,500 4.31 On September 22, 2017, the Company entered into an employment agreement with Peter Hoang, the Company’s Chief Executive Officer. As part of the agreement, the Company granted Mr. Hoang 250,000 0.8 70,289 0.2 On September 22, 2017, the Company entered into an amended employment agreement with Dr. Glynn Wilson, the Company’s continuing Chairman to serve as the Company’s Strategic Advisor. As part of the agreement, the Company granted Dr. Wilson 100,000 0.3 27,350 0.1 Consulting Arrangements During the nine months ended September 30, 2017, the Company issued 0.1 0.4 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | Note 10: STOCK-BASED COMPENSATION The Company recorded $ 1.7 0.8 2.3 1.3 At September 30, 2017, the total stock-based compensation cost related to unvested awards not yet recognized was $ 0.5 0.62 Future option grants will impact the compensation expense recognized. |
GRANT INCOME
GRANT INCOME | 9 Months Ended |
Sep. 30, 2017 | |
Text Block [Abstract] | |
GRANT INCOME | Note 11: GRANT INCOME During the nine months ended September 30, 2017 and September 30, 2016, the Company received $ 0.2 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | Note 12: CONTINGENCIES AND COMMITMENTS Employment Agreements On September 22, 2017, the Company appointed Peter Hoang as the Company’s President and Chief Executive Officer. In connection with Mr. Hoang’s appointment, he entered into an employment agreement with the Company. The employment agreement provides that Mr. Hoang’s base salary will be $ 362,500 50 On September 22, 2017, the Company entered into an amended employment agreement with Dr. Glynn Wilson, the Company’s Strategic Advisor. The amended employment agreement provides that Dr. Wilson’s base salary will be $ 205,000 50 |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncement From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. Accounting for Certain Financial Instruments with Down Round Features On July 13, 2017, the FASB has issued a two-part Accounting Standards Update (“ASU”), No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception . The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the interim periods within that annual period. Early adoption is permitted. The Company is evaluating the impact of adopting this standard on the consolidated financial statements and disclosures. Compensation-Stock Compensation In May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. It is effective prospectively for the annual period beginning after December 15, 2017 and interim periods within that annual period. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements and disclosures, but does not expect it to have a significant impact. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net loss per share: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net loss $ (3,985,510) $ (2,102,962) $ (8,298,772) $ (878,561) Less: non-cash income from change in fair value of common stock warrants - - - 2,856,000 Net loss - diluted (3,985,510) (2,102,962) (8,298,772) (3,734,561) Denominator: Weighted average common shares outstanding - basic 10,219,138 7,281,000 9,081,678 6,370,000 Dilutive effect of warrants, net - - - 565,000 Weighted average common shares outstanding - diluted 10,219,138 7,281,000 9,081,678 6,935,000 Net loss per share data: Basic $ (0.39) $ (0.29) $ (0.91) $ (0.14) Diluted $ (0.39) $ (0.29) $ (0.91) $ (0.54) |
Net Loss Per Share | The following securities, rounded to the thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented: Nine Months Ended September 30, 2017 2016 Common stock options 455,000 432,000 Common stock warrants - equity treatment 6,517,500 5,054,000 Common stock warrants - liability treatment 3,500 6,000 Potentially dilutive securities 6,976,000 5,492,000 |
WARRANT LIABILITY AND FAIR VA21
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivatives and Fair Value [Abstract] | |
Valuation Methodology | A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy at September 30, 2017 and December 31, 2016 is as follows: September 30, December 31, 2017 2016 Stock price $ 3.01 $ 3.88 Exercise price $ 1.20 $ 1.20 Contractual term (years) 0.78 1.15 Volatility (annual) 63 % 100 % Risk-free rate 1 % 1 % Dividend yield (per share) 0 % 0 % |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Warrant liability: Fair value measured at September 30, 2017 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) September 30, 2017 Warrant liability $ - $ - $ 6,000 $ 6,000 Fair value measured at December 31, 2016 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2016 Warrant liability $ - $ - $ 14,500 $ 14,500 |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2017: Warrant Liability Balance - December 31, 2016 $ 14,500 Change in fair value of warrant liability (8,500) Balance September 30, 2017 $ 6,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Summary Of Number Of Price-Reduced and Price-Retained Warrants | Additionally, the exercise prices for certain investors of Series C, Series D and Series F warrants were reduced as follows: Number of Warrant Shares Pre-reduced Post-reduced Series Repriced Price Price Series C 313,750 $ 6.00 $ 4.00 Series D 312,500 $ 9.00 $ 4.00 Series F 292,500 $ 7.20 $ 4.00 |
Valuation Methodology | A weighted average summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are included in the modification is as follows: Before After Modification Modification Exercise price $ 8.32 $ 4.04 Contractual term (years) 3.34 3.34 Volatility (annual) 200 % 200 % Risk-free rate 2 % 2 % Dividend yield (per share) 0 % 0 % |
LIQUIDITY AND FINANCIAL CONDI23
LIQUIDITY AND FINANCIAL CONDITION - Additional Information (Detail) $ in Millions | Sep. 30, 2017USD ($) |
Cash and Cash Equivalents [Line Items] | |
Cash and cash equivalents | $ 7.6 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of income (loss) per share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss | $ (3,985,510) | $ (2,102,962) | $ (8,298,772) | $ (878,561) |
Less: non-cash income from change in fair value of common stock warrants | 0 | 0 | 0 | 2,856,000 |
Net loss - diluted | $ (3,985,510) | $ (2,102,962) | $ (8,298,772) | $ (3,734,561) |
Denominator: | ||||
Weighted average common shares outstanding - basic | 10,219,138 | 7,281,000 | 9,081,678 | 6,370,000 |
Dilutive effect of warrants, net | 0 | 0 | 0 | 565,000 |
Weighted average common shares outstanding - diluted | 10,219,138 | 7,281,000 | 9,081,678 | 6,935,000 |
Net loss per share data: | ||||
Basic | $ (0.39) | $ (0.29) | $ (0.91) | $ (0.14) |
Diluted | $ (0.39) | $ (0.29) | $ (0.91) | $ (0.54) |
NET LOSS PER SHARE - Potentiall
NET LOSS PER SHARE - Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Common stock options | 455,000 | 432,000 |
Common stock warrants - equity treatment | 6,517,500 | 5,054,000 |
Common stock warrants - liability treatment | 3,500 | 6,000 |
Potentially dilutive securities | 6,976,000 | 5,492,000 |
RESEARCH AGREEMENT OBLIGATIONS
RESEARCH AGREEMENT OBLIGATIONS - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 0 | $ 492,365 | $ 0 | |
Crucell Holland BV [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Accrued Liabilities | $ 500,000 | ||||
Gain (Loss) on Extinguishment of Debt | 500,000 | ||||
Debt Instrument, Increase (Decrease), Net | $ 0 |
WARRANT LIABILITY AND FAIR VA27
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Valuation Methodology (Detail) - Share Purchase Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock price | $ 3.01 | $ 3.88 |
Exercise price | $ 1.2 | $ 1.20 |
Contractual term (years) | 9 months 11 days | 1 year 1 month 24 days |
Volatility (annual) | 63.00% | 100.00% |
Risk-free rate | 1.00% | 1.00% |
Dividend yield (per share) | 0.00% | 0.00% |
WARRANT LIABILITY AND FAIR VA28
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Quoted prices in active markets (Level 1) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | $ 0 | $ 0 |
Significant other observable inputs (Level 2) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | 0 | 0 |
Significant other observable inputs (Level 3) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | 6,000 | 14,500 |
Fair Value [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | $ 6,000 | $ 14,500 |
WARRANT LIABILITY AND FAIR VA29
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Detail) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Class of Warrant or Right [Line Items] | |
Balance | $ 14,500 |
Change in fair value of warrant liability | (8,500) |
Balance | $ 6,000 |
PROMISSORY NOTE - Additional In
PROMISSORY NOTE - Additional Information (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Outstanding promissory notes | $ 5,000 | $ 5,000 |
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Annual interest rate | 10.00% |
STOCKHOLDERS_ EQUITY - Summary
STOCKHOLDERS’ EQUITY - Summary of number of price-reduced and price-retained warrants (Detail) - $ / shares | Sep. 30, 2017 | Jun. 23, 2017 |
Number of Warrant Shares Repriced [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 15 | |
Series C Warrant [Member] | Number of Warrant Shares Repriced [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrant Shares | 313,750 | |
Series C Warrant [Member] | Pre-reduced Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 6 | |
Series C Warrant [Member] | Post-reduced Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 4 | |
Series D Warrant [Member] | Number of Warrant Shares Repriced [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrant Shares | 312,500 | |
Series D Warrant [Member] | Pre-reduced Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 9 | |
Series D Warrant [Member] | Post-reduced Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 4 | |
Series F Warrant [Member] | Number of Warrant Shares Repriced [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrant Shares | 292,500 | |
Series F Warrant [Member] | Pre-reduced Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 7.2 | |
Series F Warrant [Member] | Post-reduced Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price | $ 4 |
STOCKHOLDERS_ EQUITY - Conversi
STOCKHOLDERS’ EQUITY - Conversion Option - Valuation Methodology (Detail) - Share Purchase Warrants [Member] | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Weighted Average Inputs Before Modification [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Exercise price | $ 8.32 |
Contractual term (years) | 3 years 4 months 2 days |
Volatility (annual) | 200.00% |
Risk-free rate | 2.00% |
Dividend yield (per share) | 0.00% |
Weighted Average Inputs After Modification [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Exercise price | $ 4.04 |
Contractual term (years) | 3 years 4 months 2 days |
Volatility (annual) | 200.00% |
Risk-free rate | 2.00% |
Dividend yield (per share) | 0.00% |
STOCKHOLDERS_ EQUITY - Addition
STOCKHOLDERS’ EQUITY - Additional Information (Detail) | Sep. 22, 2017USD ($)shares | Mar. 09, 2017USD ($)$ / sharesshares | Jun. 26, 2017USD ($)$ / shares$ / Warrantshares | Jun. 23, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Aug. 31, 2016$ / shares |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Share-based Compensation | $ 1,700,000 | $ 800,000 | $ 2,332,915 | $ 1,309,109 | |||||
Proceeds from Warrant Exercises | 619,623 | $ 5,483,349 | |||||||
Loss Contingency, Damages Sought, Value | $ 57,000 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | ||||||||
Class of Warrant or Right,Tranche One [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 15 | ||||||||
Class of Warrant or Right,Tranche Two [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 4.50 | ||||||||
Subsequent Warrant Issuance [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.97 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 150,357 | ||||||||
Liquidated Damages on Aggregate Purchase Price for Registrable Securities | 10.00% | ||||||||
Common Stock [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 544,018 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | ||||||||
Additional Paid-in Capital [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 622,042 | ||||||||
Private Placement [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.97 | $ 15 | $ 3.97 | $ 3.97 | $ 6 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 168,000 | ||||||||
Legal Fees | $ 800,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 653,187 | ||||||||
Equity Unit Issued Price Per Unit | $ / Warrant | 4.095 | ||||||||
Proceeds from Warrant Exercises | $ 700,000 | ||||||||
Class of Warrant or Right, Warrant Price | $ / Warrant | 0.125 | ||||||||
Proceeds from Issuance of Common Stock | $ 6,200,000 | ||||||||
Number Of Units Sold | shares | 1,503,567 | ||||||||
Private Placement [Member] | Class of Warrant or Right,Tranche One [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 187,000 | ||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,503,567 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 3.97 | ||||||||
Consulting Agreements [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Fair value of common stock | $ 400,000 | ||||||||
Common shares issued | shares | 100,000 | ||||||||
Chief Executive Officer, President and Chairman [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 12,761 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 55,000 | ||||||||
Share Price | $ / shares | $ 4.31 | ||||||||
Chief Operating Officer [Member] | Unregistered Common Stock [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Share-based Compensation | $ 800,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 250,000 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Awards, Equity Instruments Other Than Options, Withheld | shares | 70,289 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Awards, Equity Instruments Other Than Options, Fair Value Of Instruments Withheld | $ 200,000 | ||||||||
President and Chief Operating Officer [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 5,220 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 22,500 | ||||||||
Share Price | $ / shares | $ 4.31 | ||||||||
Dr. Glynn Wilson [Member] | Unregistered Common Stock [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Share-based Compensation | $ 300,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 100,000 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Awards, Equity Instruments Other Than Options, Withheld | shares | 27,350 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Awards, Equity Instruments Other Than Options, Fair Value Of Instruments Withheld | $ 100,000 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation | $ 1,700,000 | $ 800,000 | $ 2,332,915 | $ 1,309,109 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 500,000 | $ 500,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 7 months 13 days |
GRANT INCOME - Additional Infor
GRANT INCOME - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Nonoperating Income from Grants | $ 183,064 | $ 0 | $ 183,064 | $ 231,200 |
CONTINGENCIES AND COMMITMENTS -
CONTINGENCIES AND COMMITMENTS - Additional Information (Detail) | Sep. 22, 2017USD ($) |
Chief Operating Officer [Member] | |
Commitments And Contingencies [Line Items] | |
Salaries, Wages and Officers' Compensation | $ 362,500 |
Annual Performance Bonus On Base Salary Percentage Eligible | 50.00% |
Common Stock to be Received As Grant of Stock Options,Percentage | 1.00% |
Dr. Glynn Wilson [Member] | |
Commitments And Contingencies [Line Items] | |
Salaries, Wages and Officers' Compensation | $ 205,000 |
Annual Performance Bonus On Base Salary Percentage Eligible | 50.00% |
Strategic Advisor [Member] | |
Commitments And Contingencies [Line Items] | |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 300,000 |