Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2018 | Dec. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Advaxis, Inc. | ||
Entity Central Index Key | 1,100,397 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 82,957,000 | ||
Entity Common Stock, Shares Outstanding | 69,703,219 | ||
Trading Symbol | ADXS | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 44,141 | $ 23,900 |
Restricted cash | 977 | 587 |
Short-term investment securities | 46,398 | |
Income tax receivable | 4,453 | |
Deferred expenses | 2,072 | 2,986 |
Prepaid expenses and other current assets | 3,275 | 2,919 |
Total current assets | 50,465 | 81,243 |
Property and equipment (net of accumulated depreciation) | 6,684 | 7,111 |
Intangible assets (net of accumulated amortization) | 4,838 | 4,857 |
Other assets | 280 | 431 |
Total assets | 62,267 | 93,642 |
Current liabilities: | ||
Accounts payable | 5,646 | 5,121 |
Accrued expenses | 6,185 | 8,700 |
Deferred revenue | 4,476 | 6,995 |
Common stock warrant liability | 6,517 | |
Other current liabilities | 48 | 48 |
Total current liabilities | 22,872 | 20,864 |
Deferred revenue | 14,189 | 17,479 |
Other liabilities | 1,155 | 1,039 |
Total liabilities | 38,216 | 39,382 |
Commitments and contingencies - Note 10 | ||
Shareholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; 0 shares issued and outstanding at October 31, 2018 and 2017. Liquidation preference of $0 at October 31, 2018 and 2017. | ||
Common stock - $0.001 par value; 95,000,000 shares authorized, 69,556,452 shares issued and outstanding at October 31, 2018 and 41,206,538 shares issued and outstanding at October 31, 2017. | 70 | 41 |
Additional paid-in capital | 391,638 | 355,361 |
Accumulated deficit | (367,657) | (301,142) |
Total shareholders' equity | 24,051 | 54,260 |
Total liabilities and shareholders' equity | $ 62,267 | $ 93,642 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series B Preferred stock, shares issued | 0 | 0 |
Series B Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation preference value | $ 0 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 69,556,452 | 41,206,538 |
Common stock, shares outstanding | 69,556,452 | 41,206,538 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 6,063 | $ 12,031 |
Operating expenses: | ||
Research and development expenses | 56,970 | 70,508 |
General and administrative expenses | 19,472 | 39,969 |
Total operating expenses | 76,442 | 110,477 |
Loss from operations | (70,379) | (98,446) |
Other income (expense): | ||
Interest income | 577 | 670 |
Net changes in fair value of derivative liabilities | 3,400 | 20 |
Other expense | (63) | (82) |
Net loss before income tax benefit | (66,465) | (97,838) |
Income tax expense (benefit) | 50 | (4,403) |
Net loss | $ (66,515) | $ (93,435) |
Net loss per common share, basic and diluted | $ (1.29) | $ (2.31) |
Weighted average number of common shares outstanding, basic and diluted | 51,522,361 | 40,527,844 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Oct. 31, 2016 | $ 40 | $ 327,099 | $ (130) | $ (207,707) | $ 119,302 | |
Balance, shares at Oct. 31, 2016 | 40,057,067 | (16,020) | ||||
Stock based compensation | $ 1 | 27,865 | 27,866 | |||
Stock based compensation, shares | 1,030,507 | |||||
Tax withholdings paid related to net share settlement of equity awards | (357) | (357) | ||||
Tax withholdings paid on equity awards | (997) | $ (881) | (1,878) | |||
Tax withholdings paid on equity awards, shares | (128,613) | |||||
Tax shares sold to pay for tax withholdings on equity awards | 843 | $ 1,011 | 1,854 | |||
Tax shares sold to pay for tax withholdings on equity awards, shares | 144,633 | |||||
Common Stock issued upon exercise of warrants | 1 | 1 | ||||
Common Stock issued upon exercise of warrants, shares | 225 | |||||
Issuance of shares to employees under ESPP Plan | 251 | 251 | ||||
Issuance of shares to employees under ESPP Plan, shares | 26,594 | |||||
Advaxis at-the-market sales | 656 | 656 | ||||
Advaxis at-the-market sales, shares | 92,145 | |||||
Net Loss | (93,435) | (93,435) | ||||
Balance at Oct. 31, 2017 | $ 41 | 355,361 | (301,142) | 54,260 | ||
Balance, shares at Oct. 31, 2017 | 41,206,538 | |||||
Stock based compensation | $ 1 | 7,027 | 7,028 | |||
Stock based compensation, shares | 762,448 | |||||
Tax withholdings paid related to net share settlement of equity awards | (87) | (87) | ||||
Tax withholdings paid on equity awards | (474) | (474) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 460 | 460 | ||||
Issuance of shares to employees under ESPP Plan | 50 | 50 | ||||
Issuance of shares to employees under ESPP Plan, shares | 39,171 | |||||
Advaxis at-the-market sales | $ 1 | 2,658 | 2,659 | |||
Advaxis at-the-market sales, shares | 881,629 | |||||
Advaxis Public Offering | $ 27 | 26,643 | 26,670 | |||
Advaxis Public Offering, shares | 26,666,666 | |||||
Net Loss | (66,515) | (66,515) | ||||
Balance at Oct. 31, 2018 | $ 70 | $ 391,638 | $ (367,657) | $ 24,051 | ||
Balance, shares at Oct. 31, 2018 | 69,556,452 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss | $ (66,515) | $ (93,435) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation | 6,983 | 27,836 |
Employee stock purchase plan expense | 7 | 80 |
Gain on change in value of warrants | (3,400) | (20) |
Loss on disposal of property and equipment | 614 | 3 |
Write-off of intangible assets | 1,047 | 315 |
Depreciation expense | 1,113 | 791 |
Amortization expense of intangible assets | 388 | 330 |
Net (accretion) amortization of premiums and discounts | (6) | 184 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 683 | (1,972) |
Income taxes receivable | 4,453 | (1,903) |
Other assets | 151 | 1,325 |
Accounts payable and accrued expenses | (1,954) | 1,160 |
Deferred revenue | (5,809) | (11,781) |
Other liabilities | 116 | 245 |
Net cash used in operating activities | (62,129) | (76,842) |
INVESTING ACTIVITIES | ||
Restricted cash established with letter of credit agreement | (390) | (587) |
Purchases of investments | (12,487) | (71,177) |
Proceeds from maturities of short-term investment securities | 58,891 | 63,930 |
Purchase of property and equipment | (1,425) | (3,449) |
Cost of intangible assets | (1,416) | (1,173) |
Net cash provided by (used in) investing activities | 43,173 | (12,456) |
FINANCING ACTIVITIES | ||
Net proceeds of issuance of common stock and warrants | 39,246 | 656 |
Proceeds from the exercise of warrants | 1 | |
Proceeds from employee stock purchase plan | 52 | 171 |
Tax withholdings paid related to net share settlement of equity awards | (87) | (357) |
Employee tax withholdings paid on equity awards | (474) | (1,878) |
Tax shares sold to pay for employee tax withholdings on equity awards | 460 | 1,854 |
Net cash provided by financing activities | 39,197 | 447 |
Net increase (decrease) in cash and cash equivalents | 20,241 | (88,851) |
Cash and cash equivalents at beginning of year | 23,900 | 112,751 |
Cash and cash equivalents at end of year | 44,141 | 23,900 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid for taxes | 50 | 50 |
Supplemental Schedule of Noncash Investing and Financing Activities | ||
Accounts payable and accrued expenses settled with common stock | 75 | |
Property and equipment included in accounts payable and accrued expenses | $ 66 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Oct. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Advaxis, Inc. (“Advaxis” or the “Company”) is a late-stage biotechnology company focused on the discovery, development and commercialization of proprietary Listeria monocytogenes Lm Lm Lm Lm ● Alerting and training the immune system by activating multiple pathways in antigen-presenting cells (“APCs”) with the equivalent of multiple adjuvants; ● Attacking the tumor by generating a strong, cancer-specific T cell response; and ● Breaking down tumor protection through suppression of the protective cells in the tumor microenvironment (“TME”) that shields the tumor from the immune system. This enables the activated T cells to begin working to attack the tumor cells. Advaxis’ proprietary Lm Lm Going Concern and Managements Plans The Company’s products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for an extended period of time. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the financial statements are issued. Historically, our major sources of cash have comprised proceeds from various public and private offerings of our common stock, option and warrant exercises, and interest income. From October 2013 through October 2018, the Company raised approximately $265 million in gross proceeds from various public and private offerings of our common stock. As of December 31, 2018 and October 31, 2018, the Company had approximately $36.1 million and $45.1 million, respectively, in cash, restricted cash and cash equivalents. Management’s plans to mitigate an expected shortfall of capital, to support future operations, include raising additional funds. The actual amount of cash that it will need to operate is subject to many factors. The Company also recognizes it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to scale back its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used when accounting for such items as the fair value and recoverability of the carrying value of property and equipment and intangible assets (patents and licenses), deferred expenses and deferred revenue, the fair value of options, warrants and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may or may not differ from estimates. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Collaboration Agreements The Company evaluates whether an arrangement is a collaborative arrangement under the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements, at its inception based on the facts and circumstances specific to the arrangement. The Company also reevaluates whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards dependent on the ultimate commercial success of the endeavor. For those collaborative arrangements where it is determined that the Company is the principal participant, costs incurred and revenue generated from third parties are recorded on a gross basis in the financial statements. From time to time, the Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of products and product candidates. These collaborations generally provide for non-refundable, upfront license fees, research and development and commercial performance milestone payments, cost sharing, royalty payments and/or profit sharing. The Company’s collaboration agreements with third parties are performed on a ‘‘best efforts’’ basis with no guarantee of either technological or commercial success. Revenue Recognition The Company has derived the majority of its revenue from patent licensing and research and development services associated with patent licensing. In general, these revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, or upon the final milestones being met, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. The Company recognizes licensing fees when there is persuasive evidence of a licensing arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. Revenue associated with nonrefundable upfront license fees under arrangements where the license fees and research and development activities cannot be accounted for as separate units of accounting is deferred and recognized as revenue on a straight-line basis over the expected period of performance. Revenues from the achievement of research and development milestones, if deemed substantive, are recognized as revenue when the milestones are achieved and the milestone payments are due and collectible. If not deemed substantive, the Company recognizes such milestones as revenue on a straight-line basis over the remaining expected performance period under the arrangement. All such recognized revenues are included in collaborative licensing and development revenue in the Company’s statements of operations. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is nonrefundable; (2) achievement of the milestone was not reasonably assured at the inception of the arrangement; (3) substantive effort is involved to achieve the milestone; and (4) the amount of the milestone appears reasonable in relation to the effort expended, and the other milestones in the arrangement and the related risk associated with the achievement of the milestone and any ongoing research and development or other services are priced at fair value. If product development is successful, the Company will recognize revenue from royalties based on licensees’ sales of its products or products using its technologies. Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably assured, royalties are recognized as revenue when the cash is received. Deferred revenue represents the portion of payments received for which the earnings process has not been completed. Deferred revenue expected to be recognized within the next 12 months is classified as a current liability. An allowance for doubtful accounts is established based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing license fee receivables, using historical experience. The Company reviews its allowance for doubtful accounts periodically. Past due accounts are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, this is yet to occur. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Concentration of Credit Risk The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $43.8 million is subject to credit risk at October 31, 2018. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Restricted Cash and Letter of Credit During July 2017 and January 2018, the Company established two letters of credit with a financial institution as security for the purchase of custom equipment and as security for application fees associated with the Company’s Marketing Authorization Application (“MAA”) in Europe. The letters of credit are collateralized by cash which is unavailable for withdrawal or for usage for general obligations. No amount is outstanding under either letter of credit as of October 31, 2018. Investments Investment securities consist of certificates of deposit, domestic governmental agency loans, and U.S. treasury notes. The Company classifies these securities as held-to-maturity. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in Other Income (Expense), net. The Company did not recognize any impairment charges during the years ended October 31, 2018 or 2017. Interest income is recognized when earned. Deferred Expenses Deferred expenses consist of advanced payments made on research and development projects. Expense is recognized in the Statement of Operations as the research and development activity is performed. Property and Equipment Property and equipment is stated at cost. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the asset’s estimated useful life or the remaining lease term. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets ranging from three to ten years. When depreciable assets are retired or sold the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Intangible Assets Intangible assets are recorded at cost and include patents and patent application costs, licenses and software. Intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 20 years. Patent application costs are written-off if the application is rejected, withdrawn or abandoned. Impairment of Long-Lived Assets The company reviews its long-lived assets, including property and equipment and intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, an impairment loss is recognized in the Statement of Operations based on the excess of the carrying amount over the fair value of the asset. Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, convertible debt and other potential common stock outstanding during the period. In the case of a net loss the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share. As of October 31, 2018 2017 Warrants 14,169,542 3,092,935 Stock options 4,951,049 3,893,558 Restricted stock units 489,270 1,363,119 Total 19,609,861 8,349,612 Research and Development Expenses Research and development costs are expensed as incurred and include but are not limited to clinical trial and related manufacturing costs, payroll and personnel expenses, lab expenses, and related overhead costs. Stock Based Compensation The Company has an equity plan which allows for the granting of stock options to its employees, directors and consultants for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally measured based on contractual terms. The fair value amount is then recognized over the requisite service period, usually the vesting period, in both research and development expenses and general and administrative expenses on the statement of operations, depending on the nature of the services provided by the employees or consultants. The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. The Company estimates the fair value of stock option awards on the date of grant using the Black Scholes Model (“BSM”) for the remaining awards, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. The Company accounts for stock-based compensation using fair value recognition and records forfeitures as they occur. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that vest over their requisite service period, based on the vesting provisions of the individual grants. Treasury Stock The Company accounts for repurchases of common stock and shares withheld in lieu of taxes when restricted stock vests using the cost method with common stock in treasury classified in the balance sheet as a reduction in shareholders’ equity. Fair Value of Financial Instruments The carrying value of financial instruments, including cash and cash equivalents, restricted cash and accounts payable approximated fair value as of the balance sheet date presented, due to their short maturities. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used the Monte Carlo valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. Recent Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU, No. 2016-02, Leases (Topic 842), which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, in addition to the existing modified retrospective transition method, by allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. This Update is the final version of Proposed ASU 2015-330 Business Combinations (Topic 805) – Clarifying the Definition of a Business, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of Proposed ASU 2016-360—Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than our adoption of ASC 606. This ASU is not expected to have a material impact on the Company’s financial statements. Recently Adopted Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”); Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) (“ASU 2017-13”); and ASU 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606) (“ASU 2017-14”). The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-13 and ASU 2017-14 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has completed its assessment of the impact that the standard will have on revenue recognition. The Company has reviewed contracts for all material revenue streams and assessed potential impacts on the Company’s financial statements, results of operations, cash flows, disclosures, and internal controls over financial reporting. The Company currently recognizes most of its revenue over time. Management has determined that this will remain materially consistent upon adoption of the new standard and no adjustment to the Company’s financial position, results of operations, or cash flows will be necessary upon adoption. Additionally, the Company will make additional disclosures related to the revenues arising from contracts with customers as required by the new standard. The Company has adopted this guidance effective November 1, 2019 using the modified retrospective approach. In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. The Company adopted this standard effective for the year ending October 31, 2017. There was no impact on the Company’s financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Equity from Liabilities (Topic 480) and Derivatives and Hedging (Topic 815) (“ASU 2017-11”), which addresses the complexity of accounting for certain financial instruments with down round features and finalizes pending guidance related to mandatorily redeemable noncontrolling interests. Under ASU 2017-11, when determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 becomes effective for annual reporting periods beginning after December 15, 2018, including interim periods thereafter; early adoption is permitted, including adoption in an interim period. The Company early adopted this standard utilizing the modified retrospective method, which is defined in ASU 2017-11 as, “retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s).” Since the Company didn’t have any financial instruments with a down round feature as of November 1, 2017, the beginning of the fiscal year of adoption, the adoption of this standard did not have an impact on the Company’s financial statements. In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808)—Clarifying the Interaction between Topic 808 and Topic 606” (“ASU 2018-18”). The amendments in ASU 2018-18 make targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements by clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. In addition, unit-of-account guidance in Topic 808 was aligned with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. The Company has adopted this guidance effective November 1, 2018 using the modified retrospective approach. There was no impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying financial statements. |
Investments
Investments | 12 Months Ended |
Oct. 31, 2018 | |
Schedule of Investments [Abstract] | |
Investments | 3. INVESTMENTS The following table summarizes the Company’s investment securities at amortized cost as of October 31, 2017 (in thousands): October 31, 2017 Amortized Cost, as Adjusted Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value Short-term investments: Certificates of Deposit $ 11,391 $ - $ - $ 11,391 Domestic Governmental Agency Loans 500 - - 500 U.S Treasury Notes 34,507 - 25 34,482 Total short-term investment securities $ 46,398 $ - $ 25 $ 46,373 As of October 31, 2018, all of the Company’s short-term investment securities have matured. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Oct. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): October 31, 2018 2017 Leasehold improvements $ 2,321 $ 2,168 Laboratory equipment 5,510 4,381 Furniture and fixtures 746 729 Computer equipment 409 395 Construction in progress 17 645 Total property and equipment 9,003 8,318 Accumulated depreciation and amortization (2,319 ) (1,207 ) Net property and equipment $ 6,684 $ 7,111 Depreciation expense for the years ended October 31, 2018 and 2017 was approximately $1.1 million and $0.8 million, respectively. Laboratory equipment having a net book value of approximately $614,000 and $3,000 was disposed and was charged to research and development expenses in the statement of operations for the years ended October 31, 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Oct. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): October 31, 2018 2017 Patents $ 5,970 $ 5,727 License 777 777 Software 117 109 Total intangibles 6,864 6,613 Accumulated amortization (2,026 ) (1,756 ) Net intangible assets $ 4,838 $ 4,857 The expirations of the existing patents range from 2018 to 2038 but the expirations can be extended based on market approval if granted and/or based on existing laws and regulations. Capitalized costs associated with patent applications that are abandoned without future value are charged to expense when the determination is made not to pursue the application. Patent applications having a net book value of approximately $1.0 million and $0.3 million and were abandoned and were charged to general and administrative expenses in the statement of operations for the years ended October 31, 2018 and 2017, respectively. Intangible asset amortization expense that was charged to general and administrative expense in the statement of operations was approximately $0.4 million and $0.3 million for the years ended October 31, 2018 and 2017, respectively. At October 31, 2018, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands): 2019 $ 392 2020 376 2021 356 2022 356 2023 356 Thereafter 3,002 Total $ 4,838 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Oct. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. ACCRUED EXPENSES: The following table represents the major components of accrued expenses (in thousands): October 31, 2018 2017 Salaries and other compensation $ 2,035 $ 2,653 Vendors 3,660 2,812 Professional fees 490 3,235 Total accrued expenses $ 6,185 $ 8,700 |
Common Stock Purchase Warrants
Common Stock Purchase Warrants and Warrant Liability | 12 Months Ended |
Oct. 31, 2018 | |
Common Stock Purchase Warrants And Warrant Liability | |
Common Stock Purchase Warrants and Warrant Liability | 7. COMMON STOCK PURCHASE WARRANTS AND WARRANT LIABILITY Warrants A summary of warrant activity was as follows (In thousands, except share and per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value Outstanding and exercisable warrants at October 31, 2016 3,110,575 $ 5.04 1.91 $ 9,558 Exercised (225 ) 5.00 Expired (17,955 ) 11.43 Outstanding and exercisable warrants at October 31, 2017 3,092,395 $ 5.00 .92 $ - Issued 14,166,666 1.50 Expired (3,089,519 ) 5.00 Outstanding and exercisable warrants at October 31, 2018 14,169,542 $ 1.50 5.87 $ - At October 31, 2018, the Company had 2,876 of its total 14,169,542 outstanding warrants classified as equity (equity warrants). At October 31, 2017, the Company had all of its total 3,092,395 outstanding warrants classified as equity warrants. At issuance, equity warrants are recorded at their relative fair values, using the Relative Fair Value Method, in the shareholders equity section of the balance sheet. Warrant Liability At October 31, 2018, the Company had 14,166,666 of its total 14,169,542 outstanding warrants classified as liabilities (liability warrants). These warrants contain a down round feature, except for exempt issuances as defined in the warrant agreement, in which the exercise price would immediately be reduced to match a dilutive issuance of common stock, options, convertible securities and changes in option price or rate of conversion. As of October 31, 2018, the down round feature was not triggered. The warrants require liability classification as the warrant agreement requires the Company to maintain an effective registration statement and does not specify any circumstances under which net cash settlement would be permitted or required. As a result, net cash settlement is assumed and liability classification is warranted. For these liability warrants, the Company utilized the Monte Carlo Model to calculate the fair value of these warrants at issuance and at each subsequent reporting date. During the year ended October 31, 2018, 14,166,666 warrants were issued at an exercise price of $1.50 with a term of six years. The warrants were valued at approximately $9.9 million on the September 11, 2018 issuance using the Monte Carlo Model. In determining the fair warrant of the warrants issued on September 11, 2018, the Company used the following inputs in its Monte Carlo Model. Exercise price $0.85, stock price $1.50, expected term 6 years, volatility 99.21% and risk free interest rate 2.91%. At October 31, 2017, the Company had no outstanding warrants classified as liability warrants as the remaining liability warrants expired. The warrants required liability classification as the warranted contained a cash settlement provision in the event of a fundamental transaction. For the liability warrants that expired during the year ended October 31, 2017, the Company utilized the Black-Scholes Model to calculate the fair value of these warrants at issuance and at each subsequent reporting date. At October 31, 2018 and October 31, 2017, the fair value of the warrant liability was approximately $6.5 million and $0, respectively. For the years ended October 31, 2018 and 2017, the Company reported income of approximately $3.4 million and $20,000, respectively, due to changes in the fair value of the warrant liability. In measuring the warrant liability at October 31, 2018, the Company used the following inputs in its Monte Carlo Model: October 31 ,2018 Exercise Price $ 1.50 Stock Price $ 0.56 Expected Term 5.87 years Volatility % 97.47 % Risk Free Rate 3.03 % |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Oct. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 8. SHARE BASED COMPENSATION The following table summarizes share-based compensation expense included in the statement of operations by expense category for the years ended October 31, 2018 and 2017 (in thousands): Year Ended October 31, 2018 2017 Research and development $ 2,836 $ 5,648 General and administrative 4,147 22,188 Total $ 6,983 $ 27,836 Amendments The Advaxis, Inc. 2015 Incentive Plan (the “2015 Plan”) was originally ratified and approved by the Company’s stockholders on May 27, 2015. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of common stock that may be issued under the 2015 Plan is 3,600,000 shares, plus a number of additional shares (not to exceed 650,000) underlying awards outstanding as of the effective date of the 2015 Plan under the prior plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. At the Annual Meeting of Stockholders of the Company held on March 10, 2016, the stockholders ratified and approved an amendment to the 2015 Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan from 3,600,000 shares to 4,600,000 shares. Furthermore, the stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 45,000,000 shares of common stock to 65,000,000 shares of common stock. At the Annual Meeting of Stockholders of the Company held on April 5, 2017, the stockholders ratified and approved an amendment to the 2015 Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan from 4,600,000 shares to 6,100,000 shares. The amendment also included a provision that provides for pre-defined annual increases in the number of shares available for issuance under the Plan equal to the lesser of: (i) 5% of the total number of shares of common stock outstanding, (ii) 2,500,000, or (iii) a lesser number determined by the Board of Directors. On January 1, 2018, 2,066,147 shares, or 5% of the total number of shares of common stock outstanding, were added to the 2015 Plan. At the Annual Meeting of Stockholders of the Company held on March 21, 2018, the stockholders ratified and approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 65,000,000 shares of common stock to 95,000,000 shares of common stock. As of October 31, 2018, there were 1,525,692 shares available for issuance under the 2015 Plan. Restricted Stock Units (RSUs) A summary of the Company’s RSU activity and related information for the year ended October 31, 2018 and 2017 is as follows: Number of RSU’s Weighted-Average Grant Date Fair Value Balance at October 31, 2016: 719,448 $ 10.77 Granted 1,632,134 7.90 Vested (877,383 ) 9.15 Cancelled (111,080 ) 8.74 Balance at October 31, 2017 1,363,119 $ 8.54 Granted 409,950 1.97 Vested (808,097 ) 7.71 Cancelled (475,702 ) 8.23 Balance at October 31, 2018 489,270 $ 4.69 The fair value of the RSUs as of the respective vesting dates was approximately $1.6 million and $6.0 million for the years ended October 31, 2018 and 2017 respectively. As of October 31, 2018, there was approximately $1.7 million of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.45 years. As of October 31, 2018, the aggregate intrinsic value of non-vested RSUs was approximately $275,000. Employee Stock Awards Common stock issued to executives and employees related to vested incentive retention awards, employment inducements, management purchases and employee excellence awards totaled 733,105 shares (687,448 shares on a net basis after employee taxes) and 878,948 shares (834,600 shares on a net basis after employee taxes) during the years ended October 31, 2018 and 2017, respectively. Total stock compensation expense associated with these awards for the years ended October 31, 2018 and 2017 was approximately $3.1 million and $8.9 million, respectively. Included in compensation expense for the year ended October 31, 2018 was approximately $0.1 million and $0.3 million, respectively, recognized as a result of the modification of certain RSU’s associated with the resignation of the Company’s Chief Financial Officer in April 2018 and Chief Operating Officer in June 2018. Pursuant to the separation agreements, the vesting was accelerated on all of the outstanding RSU’s. Director Stock Awards During the years ended October 31, 2018 and 2017, common stock issued to the Directors for compensation related to board and committee membership was 75,000 shares and 30,000 shares, respectively. During the years ended October 31, 2018 and 2017, total stock compensation expense to the Directors was $0.2 million and $0.4 million, respectively. Stock Options A summary of changes in the stock option plan for the years ended October 31, 2018 and 2017 is as follows (In thousands, except share and per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value Outstanding as of October 31, 2016 3,351,795 $ 13.31 7.82 $ 62 Granted 556,952 7.71 Cancelled or expired (15,189 ) 14.07 Outstanding as of October 31, 2017 3,893,558 $ 12.51 5.72 $ - Granted 2,518,060 2.06 Cancelled or expired (1,460,569 ) 9.14 Outstanding as of October 31, 2018 4,951,049 $ 8.19 6.56 $ - Vested and exercisable at October 31, 2018 2,827,171 $ 8.19 4.38 $ - The following table summarizes information about the outstanding and exercisable options at October 31, 2018: Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Intrinsic Number Remaining Exercise Intrinsic Price Range Outstanding Contractual Price Value Exercisable Contractual Price Value $ 0.60 - $4.99 2,037,108 9.53 $ 1.97 $ - 165,834 7.27 $ 3.22 $ - $ 5.00 - $9.99 526,029 5.20 $ 7.98 $ - 393,424 4.37 $ 8.07 $ - $ 10.00 - $14.99 2,199,592 4.42 $ 13.14 $ - 2,079,593 4.27 $ 13.16 $ - $ 15.00 - $21.25 188,320 3.07 $ 18.12 $ - 188,320 3.07 $ 18.12 $ - The fair value of each option granted from the Company’s stock option plans during the years ended October 31, 2018 and 2017 was estimated on the date of grant using the Black-Scholes option-pricing model. Using this model, fair value is calculated based on assumptions with respect to (i) expected volatility of the Company’s common stock price, (ii) the periods of time over which employees and Board Directors are expected to hold their options prior to exercise (expected lives), (iii) expected dividend yield on the Company’s common stock, and (iv) risk-free interest rates, which are based on quoted U.S. Treasury rates for securities with maturities approximating expected lives of the options. The Company used their own historical volatility in determining the volatility to be used. The expected term of the stock option grants was calculated using the “simplified” method in accordance with the SEC Staff Accounting Bulletin 107. The “simplified” method was used since the Company believes its historical data does not provide a reasonable basis upon which to estimate expected term and the Company does not have enough option exercise data from its grants issued to support its own estimate as a result of vesting terms and changes in the stock price. The expected dividend yield is zero as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future. The following table provides the weighted average fair value of options granted to directors and employees and the related assumptions used in the Black-Scholes model: Year Ended October 31, 2018 October 31, 2017 Weighted average fair value of options granted $ 1.61 $ 6.36 Expected term 5.35-6.51 years 5.50-6.50 years Expected volatility 91.14%-100.34 % 107.07%-110.93 % Expected dividends 0 % 0 % Risk free interest rate 1.81%-3.16 % 1.26%-1.58 % Total compensation cost related to the Company’s outstanding stock options, recognized in the statement of operations for the years ended October 31, 2018 and 2017 was approximately $3.7 million and $17.2 million, respectively. Included in compensation expense for the year ended October 31, 2018 is approximately $77,000 recognized as a result of the modification of certain option agreements associated with two Board members that decided not to run for re-election in March 2018. For the modified options, the vesting was accelerated and the expiration dates were changed to the earlier of the original expiration date or March 21, 2023. Included in fiscal 2017 compensation expense is $1.6 million recognized as a result of the modification of certain option agreements associated with the resignation of the Company’s Chief Executive Officer in July 2017. Pursuant to the separation agreement all the outstanding options vested immediately and the expiration date was extended until July 5, 2021. During the year ended October 31, 2018, 2,518,060 options were granted with a total grant date fair value of approximately $4.1 million. During the year ended October 31, 2017, 556,952 options were granted with a total grant date fair value of approximately $3.5 million. As of October 31, 2018, there was approximately $2.3 million of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of approximately 2.18 years. Shares Issued to Consultants During the year ended October 31, 2017, 165,907 shares of common stock valued at $1.4 million were issued to consultants for services. The common stock share values were based on the dates the shares vested. Employee Stock Purchase Plan The Advaxis, Inc. 2011 Employee Stock Purchase Plan (“2011 ESPP”) was approved by the Company’s stockholders in September 2011. The 2011 ESPP allowed employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. Employees were eligible to participate in the 2011 ESPP beginning December 30, 2011. 40,000 shares of the Company’s common stock were reserved for issuance under the 2011 ESPP. During the year ended October 31, 2017, 26,594 shares were issued under the 2011 ESPP and the Company recorded an expense of approximately $80,000. As of October 31, 2017, no shares of Company’s common stock remained available for issuance under the ESPP. 10,681 shares purchased under the 2011 ESPP during year ended October 31, 2017 were issued during the year ended October 31, 2018. The Advaxis, Inc. 2015 Employee Stock Purchase Plan (“2015 ESPP”) was approved by the Company’s shareholders on March 21, 2018. The 2015 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. Employees were eligible to participate in the 2015 ESPP beginning May 1, 2018. 1,000,000 shares of the Company’s Common stock are reserved for issuance under the 2015 ESPP. During the year ended October 31, 2018, 28,490 shares were issued under the ESPP and the Company recorded an expense of approximately $7,000. As of October 31, 2018, 971,510 shares of Company’s common stock remain available for issuance under the 2015 ESPP. |
Collaboration and Licensing Agr
Collaboration and Licensing Agreements | 12 Months Ended |
Oct. 31, 2018 | |
Collaboration And Licensing Agreements | |
Collaboration and Licensing Agreements | 9. COLLABORATION AND LICENSING AGREEMENTS OS Therapies LLC On September 4, 2018, the Company granted a license to OS Therapies for the use of ADXS31-164, also known as ADXS-HER2, for evaluation in the treatment of osteosarcoma in humans. Under the terms of the license agreement, OST, in collaboration with the Children’s Oncology Group, will be responsible for the conduct and funding of a clinical study evaluating ADXS-HER2 in recurrent, completely resected osteosarcoma. Pursuant to the agreement, the Company is to receive an upfront payment, reimbursement for product supply and other support, clinical, regulatory, and sales-based milestone payments, and royalties on future product sales. Amgen On August 1, 2016, the Company entered into a global agreement (the “Amgen Agreement”) with Amgen for the development and commercialization of the Company’s ADXS-NEO, a novel, preclinical investigational immunotherapy, using the Company’s proprietary Listeria monocytogenes attenuated bacterial vector which activates a patient’s immune system to respond against unique mutations, or neoepitopes, contained in and identified from an individual patient’s tumor. Under the terms of the Amgen Agreement, Amgen received an exclusive worldwide license to develop and commercialize ADXS-NEO. On December 10, 2018, the Company received a written notice of termination from Amgen with respect to the Amgen Agreement. The termination is effective as of February 8, 2019. The Company is currently evaluating its options relating to its ADXS-NEO program. Pursuant to the terms of the Amgen Agreement, upon Amgen’s termination, the license to Amgen will terminate and the Company will regain worldwide rights for the development and commercialization of its ADXS-NEO program. In addition, Amgen will have certain obligations as set forth in the Amgen Agreement, including promptly deleting or destroying any materials related to the development or manufacturing of the ADXS-NEO program. Amgen had previously made an upfront payment to Advaxis of $40 million and purchased $25 million of Advaxis common stock. Amgen funded the clinical development and commercialization of ADXS-NEO and Advaxis retained manufacturing responsibilities. Advaxis and Amgen had collaborated through a joint steering committee for the development and commercialization of ADXS-NEO. Advaxis was eligible to receive future contingent payments based on development, regulatory and sales milestone payments of up to $475 million and high single digit to double digit royalty payments based on worldwide sales by Amgen. The Company identified the following performance obligations under the agreement: 1) the license, 2) the obligation to provide research activities, 3) the obligation to provide clinical supplies, 4) the obligation to perform regulatory functions and 5) the obligation to participate on a Joint Steering Committee. The Company considered the provisions of the multiple-element arrangement guidance in determining how to recognize the total consideration of the agreement. The Company determined that none of the deliverables have standalone value; all of these obligations will be delivered throughout the estimated period of performance and therefore are accounted for as a single unit of accounting. Accordingly, the Company recorded the $40 million upfront payment as deferred revenue on the balance sheet and will recognize revenue on a straight-line basis over the estimated period of performance. Changes in the estimated period of performance will be accounted for prospectively as a change in estimate. During the years ended October 31, 2018 and 2017, the Company recognized revenue from the Amgen Agreement of approximately $5.8 million and $11.8 million, respectively, related to amortization of the upfront fees. On December 10, 2018, the Company received a written notice of termination of the Amgen Agreement (see Note 9). In connection with the Amgen Agreement, Amgen purchased directly from Advaxis 3,047,446 shares of the Company’s common stock, at approximately $8.20 per share (representing a purchase at market using a 20 day VWAP methodology). The gross proceeds to Advaxis from the sale of the shares was approximately $25 million. The Company considered the provisions of the research and development and collaboration guidance in determining how to recognize the clinical development payments to be received from Amgen. The Company determined the clinical development payments should be accounted for within the scope of collaboration arrangement accounting guidance. As a result, the Company accounted for the clinical development payments as a reduction of research and development expenses in the statement of operations. During the years ended October 31, 2018 and 2017, the Company recorded reductions in research and development expenses of approximately $5.8 million and $7.5 million, respectively, pertaining to the reimbursement of clinical development payments. Especificos Stendhal SA de CV On February 3, 2016, the Company entered into a Co-Development and Commercialization Agreement (the “Stendhal Agreement”) with Especificos Stendhal SA de CV (“Stendhal”), for Advaxis’ lead Lm The Company considered the provisions of the research and development and collaboration guidance in determining how to recognize the Support Payments to be received from Stendhal. The Company determined the Stendhal Agreement should be accounted for within the scope of collaboration arrangement accounting guidance. As a result, the Company accounted for the support payments as a reduction of research and development expenses in the statement of operations. During the year ended October 31, 2017, the Company reached the annual project milestones and received a $3,000,000 Support Payment from Stendhal. In September 2018, the Company received a Notice of Arbitration from Stendhal relating to the Stendhal Agreement, see Note 10. Merck & Co., Inc. On August 22, 2014, the Company entered into a Clinical Trial Collaboration and Supply Agreement (the “Merck Agreement”) with Merck, pursuant to which the parties are collaborating on a Phase 1/2 dose-determination and safety trial. The Phase 1 portion of the trial evaluated the safety of our Lm Each party is responsible for their own internal costs and expenses to support the trial, while the Company will be responsible for all third party costs of conducting the trial. Merck is responsible for manufacturing and supplying the Merck Compound. The Company is responsible for manufacturing and supplying the Advaxis Compound. The Company is the sponsor of the trial and hold the IND related to the trial. All data and results generated under the trial (“Collaboration Data”) will be jointly owned by the parties, except that ownership of data and information generated from sample analysis to be performed by each party on its respective compound will be owned by the party conducting such testing. All rights to all inventions and discoveries, which claim or cover the combined use of the Advaxis Compound and the Merck Compound shall belong jointly to the parties. Inventions and discoveries relating solely to the Advaxis Compound, or a live attenuated bacterial vaccine, shall be the exclusive property of us. Inventions and discoveries relating solely to the Merck Compound, or a PD-1 antagonist, shall be the exclusive property of Merck. Enrollment for both phases of the clinical trial is complete. The Company anticipates providing an update on survival rates along with correlative biomarker work in the first quarter of 2019. During the years ended October 31, 2018 and 2017, the Company incurred approximately $2.4 million and $2.9 million, respectively, in expenses pertaining to the Merck agreement, and such expenses were a component of research and development expenses in the statement of operations. MedImmune/AstraZeneca On July 21, 2014, the Company entered into a Clinical Trial Collaboration Agreement (the “MedImmune Agreement”) with MedImmune, the global biologics research and development arm of AstraZeneca, pursuant to which the parties initiated a Phase 1/2 clinical trial in the United States to evaluate the safety and efficacy of MedImmune’s investigational anti-PD-L1 immune checkpoint inhibitor, MEDI4736, in combination with our investigational Lm -LLO cancer immunotherapy, axalimogene filolisbac, as a combination treatment for patients with advanced, recurrent or refractory cervical cancer and HPV-associated head and neck cancer. A joint steering committee, composed of equal representatives from both parties, is responsible for various matters associated with the collaboration, including protocol approval, as well as reviewing and monitoring the progress of the trial. In November 2018, the Company announced that it will not continue enrollment of this study. Subjects will enter a 3-year Lm surveillance period beginning at the completion of study treatment or at the time of study discontinuation. MedImmune is responsible for providing MEDI4736 at no cost, as well as costs related to the proprietary assays performed by MedImmune or a third party on behalf of MedImmune. The Company is the sponsor of the trial and is responsible for the submission of all regulatory filings to support the trial, the negotiation and execution of the clinical trial agreements associated with each trial site, and the packaging and labelling of the Advaxis and MedImmune product candidates used in the trial and the costs associated therewith. For a period beginning upon the completion of the trial and the receipt by MedImmune of the last final report for the trial and ending one hundred twenty (120) days thereafter (unless extended), MedImmune will be granted first right to negotiate in good faith in an attempt to enter into an agreement with us with respect to the development, regulatory approval and commercialization of axalimogene filolisbac and MEDI4736 to be used in combination with each other for the treatment or prevention of cancer. Neither party is obligated to enter into such an agreement. In the event the parties do not enter an agreement and the Company obtain regulatory approval for axalimogene filolisbac in combination with any PD-1 antibody or PD-L1 antibody, the Company shall pay MedImmune a royalty obligation and one-time payment. All intellectual property rights made, conceived or generated through the clinical trials that relate solely to a MedImmune development product shall be owned solely by MedImmune. All intellectual property rights made, conceived or generated through the clinical trials that relate solely to an Advaxis development product shall be owned solely by us. All intellectual property rights made, conceived or generated through the clinical trials that relate to the combination of one or more MedImmune development product and one or more Advaxis development product shall be jointly owned by both parties; provided, however that in the event the parties do not enter into a clinical development and commercialization agreement, the Company will not exploit, commercialize or license the joint inventions, except for the performance of its obligations under the MedImmune Agreement. MedImmune has the sole right to prosecute and enforce all patents and other intellectual property rights covering all joint inventions and all associated costs will be shared by the parties. The MedImmune Agreement shall remain in effect until the earlier of (i) permitted termination, (ii) the parties entering into a clinical development and commercialization agreement or expiration of the negotiation period (unless extended), except with respect to rights that survive termination. Either party may terminate the MedImmune Agreement upon thirty (30) days written notice upon material breach of the other party, unless the breach is cured in such period or reasonable actions to cure the breach are initiated and pursued (if the breach is not capable of being cured during the 30-day notice period). In addition, either party may terminate the MedImmune Agreement immediately if the party determines in good faith that the trials may unreasonably affect the safety of trial subjects. During the years ended October 31, 2018 and 2017, the Company incurred approximately $2.7 million and $2.8 million, respectively, in expenses pertaining to the MedImmune agreement, and such expenses were a component of research and development expenses in the statement of operations. Aratana Therapeutics On March 19, 2014, the Company and Aratana entered into a definitive Exclusive License Agreement (the “Aratana Agreement”). Pursuant to the Agreement, Advaxis granted Aratana an exclusive, worldwide, royalty-bearing, license, with the right to sublicense, certain Advaxis proprietary technology that enables Aratana to develop and commercialize animal health products that will be targeted for treatment of osteosarcoma and other cancer indications in animals. Under the terms of the Aratana Agreement, Aratana paid an upfront payment to the Company, of $1 million. As this license has stand-alone value to Aratana (who has the ability to sublicense) and was delivered to Aratana, upon execution of the Aratana Agreement, the Company recorded the $1 million payment as licensing revenue during the year ended October 31, 2014. Aratana will also pay the Company up to an additional $36.5 million based on the achievement of certain milestones with respect to the advancement of products pursuant to the terms of the Aratana Agreement. In addition, Aratana may pay the Company an additional $15 million in cumulative sales milestones pursuant to the terms of the Aratana Agreement. Advaxis (i) issued and sold 306,122 shares of Advaxis’ common stock to Aratana at a price of $4.90 per share, which was equal to the closing price of the common stock on the NASDAQ Capital Market on March 19, 2014, and (ii) issued a ten-year warrant to Aratana giving Aratana the right to purchase up to 153,061 additional shares of Advaxis’ common stock at an exercise price of $4.90 per share. In connection with the sale of the common stock and warrants, Advaxis received aggregate net proceeds of $1,500,000. Aratana exercised all of its 153,061 warrants. As a result, no warrants remain outstanding under this agreement. During the year ended October 31, 2018, the USDA’s Center for Veterinary Biologics granted Aratana conditional approval for its canine osteosarcoma vaccine using Advaxis’ technology. For the year ended October 31, 2018, Advaxis recognized royalty revenue totaling approximately $5,000 from Aratana’s sales of the canine osteosarcoma vaccine. Global BioPharma Inc. On December 9, 2013, the Company entered into an exclusive licensing agreement for the development and commercialization of axalimogene filolisbac with Global BioPharma, Inc. (“GBP”), a Taiwanese based biotech company funded by a group of investors led by Taiwan Biotech Co., Ltd (TBC). GBP is planning to conduct a randomized Phase 2, open-label, controlled trial in HPV-associated NSCLC in patients following first-line induction chemotherapy. GBP has obtained Taiwanese regulatory approval for this trial and plans to initiate this trial in 2019. This trial will be fully funded exclusively by GBP. GBP will continue to explore the use of our lead product candidate in several other indications including head and neck, and anal cancer. GBP also plans to conduct registration trials with axalimogene filolisbac for the treatment of advanced cervical cancer. GBP will pay Advaxis event-based financial milestones, an annual license fee, and annual net sales royalty payments in the high single to double digits. In addition, as an upfront payment, GBP made an investment in Advaxis of $400,000 by purchasing from the Company 108,724 shares of its common stock at a price of $3.68 per share, GBP also received 100,000 warrants at an exercise price of $5.52 which expire in December 2018. GBP exercised all of its 100,000 warrants. As a result no warrants remain outstanding under this agreement. GBP will be responsible for all clinical development and commercialization costs in the GBP territory. GBP will also reimburse Advaxis $2.25 million toward AIM2CERV. GBP is committed to establishing manufacturing capabilities for its own. Under the terms of the agreement, the Company will exclusively license the rights of axalimogene filolisbac to GBP for the Asia, Africa, and former USSR territory, exclusive of India and certain other countries, for all HPV-associated indications. Advaxis will retain exclusive rights to axalimogene filolisbac for the rest of the world. During each of the years ended October 31, 2018 and 2017, the Company recognized revenue of $250,000 for annual license fees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings Knoll On August 21, 2015, Knoll Capital Management L.P. (“KCM”) filed a complaint against the Company in the Delaware Court of Chancery. The complaint alleged the existence of an oral agreement for the purchase by Knoll from the Company of 1,666,666.67 shares of Company stock at a price of $3.00 per share. KCM alleged that the Company breached this alleged agreement and sought specific performance or, alternatively, money damages for breach of contract. KCM served the Company with the complaint on August 31, 2015, and then served an amended complaint on October 16, 2015. The Company moved to dismiss the amended complaint on October 26, 2015 and that motion was denied on January 29, 2016. The Company filed an answer to the amended complaint on February 12, 2016. In lieu of continuing to unnecessarily incur litigation expenses, on April 27, 2017, the Company settled the matter for a non-material amount, predominately reimbursed by the Company’s insurance, and the parties entered into a definitive confidential settlement agreement. The Company expressly denies any admission or wrongdoing and the settlement was entered into solely for the purpose of avoiding the burden, inconvenience, and expense of further litigation. On May 11, 2017, following resolution of the matter by the parties, the Court granted a Stipulation of Dismissal with Prejudice. Bono On August 20, 2015, a derivative complaint was filed by a purported Company stockholder in the United States District Court for the District of New Jersey styled David Bono v. O’Connor, et al., Case No. 3:15-CV-006326-FLW-DEA (D.N.J. Aug. 20, 2015) (the “Bono Action”). The complaint was based on general allegations related to certain stock options granted to the individual defendants and generally alleged counts for breaches of fiduciary duty and unjust enrichment. The complaint also alleged additional claims for violation of Section 14(a) of the Securities Exchange Act of 1934 and for waste of corporate assets. The complaint sought damages and costs of an unspecified amount, disgorgement of compensation obtained by the individual defendants, and injunctive relief. Defendants filed a motion to dismiss the Bono Action. On May 23, 2016, the Court issued an opinion and order granting in part and denying in part defendants’ motion to dismiss. On October 5, 2016, the Court denied plaintiff’s motion for reconsideration of its May 23 order. On April 13, 2017, the parties advised the Court that they had reached a tentative agreement in principle to settle the action, subject to negotiating an award of attorneys’ fees and expenses to plaintiff’s counsel and a stipulation of settlement, and, ultimately Court approval. The parties subsequently executed the stipulation of settlement on October 2, 2017. The Court entered an order preliminarily approving the settlement on November 7, 2017. The final fairness hearing was held January 29, 2018, and the Order and Final Judgment approving the settlement and dismissing the action with prejudice was entered on January 29, 2018. This matter is now concluded. Stendhal On September 19, 2018, Stendhal filed a Demand for Arbitration before the International Centre for Dispute Resolution (Case No. 01-18-0003-5013) relating to the Stendhal Agreement. In the demand, Stendhal alleged that (i) the Company breached the Stendhal Agreement when it made certain statements regarding its AIM2CERV program, (ii) that Stendhal was subsequently entitled to terminate the Agreement for cause, which it did so at the time and (iii) that the Company owes Stendhal damages pursuant to the terms of the Stendhal Agreement. Stendhal is seeking to recover $3 million paid to the Company in 2017 as support payments for the AIM2CERV clinical trial along with approximately $0.3 million in expenses incurred. Stendhal is also seeking fees associated with the arbitration and interest. The Company has answered Stendhal’s Demand for Arbitration, and denied that it breached the Stendhal Agreement. The Company also alleges that Stendhal breached its obligations to the Company by, among other things, failing to make support payments that became due in 2018 and that Stendhal therefore owes the Company $3 million. While, the arbitration is still in its early stages. the Company intends to continue to vigorously defend itself against this matter. At this time, we are unable to predict the likelihood of an unfavorable outcome. Corporate Office & Manufacturing Facility Lease The Company leases its corporate office and manufacturing facility under an operating lease expiring in November 2025. Future minimum payments under the Company’s operating leases are as follows (in thousands): Year ended October 31, 2019 $ 1,107 2020 1,233 2021 1,318 2022 1,369 2023 1,395 Thereafter 2,983 Total $ 9,405 Rent expense for each of the years ended October 31, 2018 and 2017 was approximately $1.2 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES: The income tax provision (benefit) consists of the following (in thousands): October 31, 2018 October 31, 2017 Federal Current $ - $ - Deferred 22,325 (34,296 ) State and Local Current - (4,453 ) Deferred (5,449 ) (1,124 ) Change in valuation allowance (16,876 ) 35,420 Income tax provision (benefit) $ - $ (4,453 ) The Company has U.S. federal net operating loss carryovers (“NOLs”) of approximately $265.8 million and $187.4 million at October 31, 2018 and 2017 respectively, available to offset taxable income which expire beginning in 2023. If not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. During the years ended October 31, 2018 and 2017, the Company performed a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. From the entire federal NOL of $290.6 million as of October 31, 2018, approximately $265.8 million is available for immediate use based on Internal Revenue Code Section 382 analysis. The NOL and the deferred tax asset table below does not include approximately $24.8 million of NOL’s that may expire unused. The Company also has New Jersey State Net Operating Loss carryovers of approximately $129.2 million as of October 31, 2018 available to offset future taxable income through 2038. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and significant changes to the U.S. tax code including, but not limited to, a change in the federal rate from 34% to 21%. As a result of the enactment of the legislation, the Company recorded a one-time reduction to its deferred tax assets of approximately $34.4 million, which was offset by a reduction in the valuation allowance. When a U.S. federal tax rate change occurs during a fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment. As a result of the Tax Act, Advaxis has calculated a blended U.S. federal statutory corporate income tax rate of approximately 23% for the year ended October 31, 2018 and applied this rate in computing the income tax provision for year ending October 31, 2018. The blended U.S. federal statutory corporate income tax rate of 23% is the weighted daily average rate between the pre-enactment U.S. federal statutory tax rate of 34% applicable to the Company’s 2018 fiscal year prior to the Effective Date and the post-enactment U.S. federal statutory tax rate of 21% applicable to the 2018 fiscal year thereafter. Advaxis expects the U.S. federal statutory rate to be 21% for fiscal years beginning after October 31, 2018. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as other expense in the statement of operations. Penalties would be recognized as a component of general and administrative expenses in the statement of operations. No interest or penalties on unpaid tax were recorded during the years ended October 31, 2018 and 2017, respectively. As of October 31, 2018 and 2017, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files tax returns in the U.S. federal and state jurisdictions and is subject to examination by tax authorities beginning with the year ended October 31, 2014. The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following (in thousands): Years Ended October 31, 2018 October 31, 2017 Deferred Tax Assets Net operating loss carryovers $ 65,002 $ 66,681 Stock-based compensation 12,081 21,921 Research and development credits 6,843 7,293 Deferred revenue 5,247 9,775 Other deferred tax assets 587 1,515 Total deferred tax assets $ 89,760 $ 107,185 Valuation allowance (87,862 ) (104,738 ) Deferred tax asset, net of valuation allowance $ 1,898 $ 2,447 Deferred Tax Liabilities Other deferred tax liabilities $ (1,898 ) $ (2,447 ) Total deferred tax liabilities $ (1,898 ) $ (2,447 ) Net deferred tax asset (liability) $ - $ - The expected tax (expense) benefit based on the statutory rate is reconciled with actual tax expense benefit as follows: Years Ended October 31, 2018 October 31, 2017 US Federal statutory rate 23.17 % 34.00 % State income tax, net of federal benefit 8.19 1.15 Permanent differences 1.22 (2.30 ) Research and development credits (0.38 ) 2.36 Income tax benefit from sale of New Jersey NOL carryovers - 4.55 Change in valuation allowance 25.37 (36.20 ) Tax Cuts and Jobs Act (53.93 ) - Other (3.64 ) 0.99 Income tax (provision) benefit 0.00 % 4.55 % Sale of Net Operating Losses (NOLs) The Company was eligible to receive cash from the sale of its Net Operating Losses under the State of New Jersey NOL Transfer Program. In January 2018, the Company received a net cash amount of approximately $4.5 million from the sale of its state NOLs and research and development tax credits for the year ended October 31, 2016. Following the receipt of the NOL and research and development tax credit for the year ending October 31, 2016, the Company reached the limit under the NJ NOL program. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | 12. SHAREHOLDERS’ EQUITY: At-the-Market Transactions During January 2018, the Company sold 881,629 shares of its common stock at-the-market transactions resulting in net proceeds of approximately $2.7 million. Additionally, in May 2017 and June 2017, the Company sold a total of 92,145 shares of its common stock at-the-market transactions resulting in net proceeds of approximately $0.7 million. Public Offerings During February 2018, the Company closed on an underwritten public offering of 10,000,000 shares of the Company’s common stock in a public offering at $2.00 per share, for total gross proceeds of $20 million. After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $18.4 million. In addition, pursuant to the underwriting agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 807,697 shares of common stock. The sale of the Offered Shares was registered pursuant to a Registration Statement (No. 333-216008) on Form S-3, as amended, which was filed by the Company with the Securities and Exchange Commission on March 17, 2017 and declared effective on March 20, 2017. In September 2018, the Company closed on an underwritten public offering of 16,666,666 shares of its common stock and warrants to purchase up to 14,166,666 shares of common stock at a public offering price of $1.20, for gross proceeds of $20 million. Each share of common stock was sold together in a fixed combination with a warrant to purchase 0.85 shares of common stock. The warrants are exercisable immediately, expire six years from the date of issuance and have an exercise price of $1.50 per share, subject to anti-dilution adjustments (see Note 7). After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $18.2 million. The shares of common stock were sold pursuant to an effective shelf registration statement on Form S-3 (No. 333- 226988) filed with the Securities and Exchange Commission on August 23, 2018 and declared effective on August 30, 2018. |
Fair Value
Fair Value | 12 Months Ended |
Oct. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 13. FAIR VALUE The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2018. The Company had no assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2017: October 31, 2018 Level 1 Level 2 Level 3 Total Common stock warrant liability, warrants exercisable at $1.50 through September 2024 - - $ 6,517 $ 6,517 The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities: October 31, 2018 Beginning balance $ - Issuance of warrants 9,917 Change in fair value (3,400 ) Ending Balance 6,517 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Oct. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Employee Benefit Plan | 14. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) Plan. Employees become eligible for participation upon the start of employment. Participants may elect to have a portion of their salary deferred and contributed to the 401(k) Plan up to the limit allowed under the Internal Revenue Code. The Company makes a matching contribution to the plan for each participant who has elected to make tax-deferred contributions for the plan year. The Company made matching contributions which amounted to approximately $0.4 million and $0.4 million for the years ended October 31, 2018 and 2017, respectively. These amounts were charged to the statement of operations. The employer contributions vest immediately. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS Option Grants On November 5, 2018, the Company granted to executives and non-executive directors 720,000 and 130,000 options, respectively, with an exercise price of $0.54. The options vest annually in three equal installments beginning on the first anniversaries of the grant date. Amgen Agreement Termination On December 10, 2018, the Company received a written notice of termination from Amgen with respect to the Amgen Agreement. The termination is effective as of February 8, 2019. The Company’s ADXS-NEO study is currently enrolling patients and the Company will evaluate whether to re-partner the ADXS-NEO program. Pursuant to the terms of the Amgen Agreement, upon Amgen’s termination, the license to Amgen will terminate and the Company will regain worldwide rights for the development and commercialization of its ADXS-NEO program. In addition, Amgen will have certain obligations as set forth in the Amgen Agreement, including promptly deleting or destroying any materials related to the development or manufacturing of the ADXS-NEO program. During the fiscal years ended October 31, 2018 (unaudited) and 2017, the Company recorded reimbursements of approximately $5.8 million and $7.5 million, respectively, relating to the Amgen Agreement |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used when accounting for such items as the fair value and recoverability of the carrying value of property and equipment and intangible assets (patents and licenses), deferred expenses and deferred revenue, the fair value of options, warrants and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, based on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may or may not differ from estimates. |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. |
Collaboration Agreements | Collaboration Agreements The Company evaluates whether an arrangement is a collaborative arrangement under the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements, at its inception based on the facts and circumstances specific to the arrangement. The Company also reevaluates whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards dependent on the ultimate commercial success of the endeavor. For those collaborative arrangements where it is determined that the Company is the principal participant, costs incurred and revenue generated from third parties are recorded on a gross basis in the financial statements. From time to time, the Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of products and product candidates. These collaborations generally provide for non-refundable, upfront license fees, research and development and commercial performance milestone payments, cost sharing, royalty payments and/or profit sharing. The Company’s collaboration agreements with third parties are performed on a ‘‘best efforts’’ basis with no guarantee of either technological or commercial success. |
Revenue Recognition | Revenue Recognition The Company has derived the majority of its revenue from patent licensing and research and development services associated with patent licensing. In general, these revenue arrangements provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. The intellectual property rights granted may be perpetual in nature, or upon the final milestones being met, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. The Company recognizes licensing fees when there is persuasive evidence of a licensing arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. Revenue associated with nonrefundable upfront license fees under arrangements where the license fees and research and development activities cannot be accounted for as separate units of accounting is deferred and recognized as revenue on a straight-line basis over the expected period of performance. Revenues from the achievement of research and development milestones, if deemed substantive, are recognized as revenue when the milestones are achieved and the milestone payments are due and collectible. If not deemed substantive, the Company recognizes such milestones as revenue on a straight-line basis over the remaining expected performance period under the arrangement. All such recognized revenues are included in collaborative licensing and development revenue in the Company’s statements of operations. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is nonrefundable; (2) achievement of the milestone was not reasonably assured at the inception of the arrangement; (3) substantive effort is involved to achieve the milestone; and (4) the amount of the milestone appears reasonable in relation to the effort expended, and the other milestones in the arrangement and the related risk associated with the achievement of the milestone and any ongoing research and development or other services are priced at fair value. If product development is successful, the Company will recognize revenue from royalties based on licensees’ sales of its products or products using its technologies. Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably assured, royalties are recognized as revenue when the cash is received. Deferred revenue represents the portion of payments received for which the earnings process has not been completed. Deferred revenue expected to be recognized within the next 12 months is classified as a current liability. An allowance for doubtful accounts is established based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing license fee receivables, using historical experience. The Company reviews its allowance for doubtful accounts periodically. Past due accounts are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, this is yet to occur. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank deposit accounts (checking) that at times exceed federally insured limits. Approximately $43.8 million is subject to credit risk at October 31, 2018. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. |
Restricted Cash and Letter of Credit | Restricted Cash and Letter of Credit During July 2017 and January 2018, the Company established two letters of credit with a financial institution as security for the purchase of custom equipment and as security for application fees associated with the Company’s Marketing Authorization Application (“MAA”) in Europe. The letters of credit are collateralized by cash which is unavailable for withdrawal or for usage for general obligations. No amount is outstanding under either letter of credit as of October 31, 2018. |
Investments | Investments Investment securities consist of certificates of deposit, domestic governmental agency loans, and U.S. treasury notes. The Company classifies these securities as held-to-maturity. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in Other Income (Expense), net. The Company did not recognize any impairment charges during the years ended October 31, 2018 or 2017. Interest income is recognized when earned. |
Deferred Expenses | Deferred Expenses Deferred expenses consist of advanced payments made on research and development projects. Expense is recognized in the Statement of Operations as the research and development activity is performed. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the asset’s estimated useful life or the remaining lease term. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets ranging from three to ten years. When depreciable assets are retired or sold the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. |
Intangible Assets | Intangible Assets Intangible assets are recorded at cost and include patents and patent application costs, licenses and software. Intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 20 years. Patent application costs are written-off if the application is rejected, withdrawn or abandoned. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The company reviews its long-lived assets, including property and equipment and intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, an impairment loss is recognized in the Statement of Operations based on the excess of the carrying amount over the fair value of the asset. |
Net Income (Loss) Per Share | Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, convertible debt and other potential common stock outstanding during the period. In the case of a net loss the impact of the potential common stock resulting from warrants, outstanding stock options and convertible debt are not included in the computation of diluted loss per share, as the effect would be anti-dilutive. In the case of net income, the impact of the potential common stock resulting from these instruments that have intrinsic value are included in the diluted earnings per share. The table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share. As of October 31, 2018 2017 Warrants 14,169,542 3,092,935 Stock options 4,951,049 3,893,558 Restricted stock units 489,270 1,363,119 Total 19,609,861 8,349,612 |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred and include but are not limited to clinical trial and related manufacturing costs, payroll and personnel expenses, lab expenses, and related overhead costs. |
Stock Based Compensation | Stock Based Compensation The Company has an equity plan which allows for the granting of stock options to its employees, directors and consultants for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally measured based on contractual terms. The fair value amount is then recognized over the requisite service period, usually the vesting period, in both research and development expenses and general and administrative expenses on the statement of operations, depending on the nature of the services provided by the employees or consultants. The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. The Company estimates the fair value of stock option awards on the date of grant using the Black Scholes Model (“BSM”) for the remaining awards, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. The Company accounts for stock-based compensation using fair value recognition and records forfeitures as they occur. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that vest over their requisite service period, based on the vesting provisions of the individual grants. |
Treasury Stock | Treasury Stock The Company accounts for repurchases of common stock and shares withheld in lieu of taxes when restricted stock vests using the cost method with common stock in treasury classified in the balance sheet as a reduction in shareholders’ equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of financial instruments, including cash and cash equivalents, restricted cash and accounts payable approximated fair value as of the balance sheet date presented, due to their short maturities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used the Monte Carlo valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. |
Recent Accounting Standards | Recent Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU, No. 2016-02, Leases (Topic 842), which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, in addition to the existing modified retrospective transition method, by allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact of adopting ASU 2016-02 on the Company’s financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. This Update is the final version of Proposed ASU 2015-330 Business Combinations (Topic 805) – Clarifying the Definition of a Business, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of Proposed ASU 2016-360—Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting, which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than our adoption of ASC 606. This ASU is not expected to have a material impact on the Company’s financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”); Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) (“ASU 2017-13”); and ASU 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606) (“ASU 2017-14”). The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-13 and ASU 2017-14 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has completed its assessment of the impact that the standard will have on revenue recognition. The Company has reviewed contracts for all material revenue streams and assessed potential impacts on the Company’s financial statements, results of operations, cash flows, disclosures, and internal controls over financial reporting. The Company currently recognizes most of its revenue over time. Management has determined that this will remain materially consistent upon adoption of the new standard and no adjustment to the Company’s financial position, results of operations, or cash flows will be necessary upon adoption. Additionally, the Company will make additional disclosures related to the revenues arising from contracts with customers as required by the new standard. The Company has adopted this guidance effective November 1, 2019 using the modified retrospective approach. In August 2014, the FASB issued ASU No. 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. The Company adopted this standard effective for the year ending October 31, 2017. There was no impact on the Company’s financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Equity from Liabilities (Topic 480) and Derivatives and Hedging (Topic 815) (“ASU 2017-11”), which addresses the complexity of accounting for certain financial instruments with down round features and finalizes pending guidance related to mandatorily redeemable noncontrolling interests. Under ASU 2017-11, when determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 becomes effective for annual reporting periods beginning after December 15, 2018, including interim periods thereafter; early adoption is permitted, including adoption in an interim period. The Company early adopted this standard utilizing the modified retrospective method, which is defined in ASU 2017-11 as, “retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s).” Since the Company didn’t have any financial instruments with a down round feature as of November 1, 2017, the beginning of the fiscal year of adoption, the adoption of this standard did not have an impact on the Company’s financial statements. In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808)—Clarifying the Interaction between Topic 808 and Topic 606” (“ASU 2018-18”). The amendments in ASU 2018-18 make targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements by clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. In addition, unit-of-account guidance in Topic 808 was aligned with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. The Company has adopted this guidance effective November 1, 2018 using the modified retrospective approach. There was no impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Excluded from Diluted Net Loss Per Share | The table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share. As of October 31, 2018 2017 Warrants 14,169,542 3,092,935 Stock options 4,951,049 3,893,558 Restricted stock units 489,270 1,363,119 Total 19,609,861 8,349,612 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Schedule of Investments [Abstract] | |
Schedule of Investment Securities at Amortized | The following table summarizes the Company’s investment securities at amortized cost as of October 31, 2017 (in thousands): October 31, 2017 Amortized Cost, as Adjusted Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value Short-term investments: Certificates of Deposit $ 11,391 $ - $ - $ 11,391 Domestic Governmental Agency Loans 500 - - 500 U.S Treasury Notes 34,507 - 25 34,482 Total short-term investment securities $ 46,398 $ - $ 25 $ 46,373 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): October 31, 2018 2017 Leasehold improvements $ 2,321 $ 2,168 Laboratory equipment 5,510 4,381 Furniture and fixtures 746 729 Computer equipment 409 395 Construction in progress 17 645 Total property and equipment 9,003 8,318 Accumulated depreciation and amortization (2,319 ) (1,207 ) Net property and equipment $ 6,684 $ 7,111 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consist of the following (in thousands): October 31, 2018 2017 Patents $ 5,970 $ 5,727 License 777 777 Software 117 109 Total intangibles 6,864 6,613 Accumulated amortization (2,026 ) (1,756 ) Net intangible assets $ 4,838 $ 4,857 |
Schedule of Amortization Expense | At October 31, 2018, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows (in thousands): 2019 $ 392 2020 376 2021 356 2022 356 2023 356 Thereafter 3,002 Total $ 4,838 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The following table represents the major components of accrued expenses (in thousands): October 31, 2018 2017 Salaries and other compensation $ 2,035 $ 2,653 Vendors 3,660 2,812 Professional fees 490 3,235 Total accrued expenses $ 6,185 $ 8,700 |
Common Stock Purchase Warrant_2
Common Stock Purchase Warrants and Warrant Liability (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Common Stock Purchase Warrants And Warrant Liability | |
Schedule of Warrants Activity | A summary of warrant activity was as follows (In thousands, except share and per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value Outstanding and exercisable warrants at October 31, 2016 3,110,575 $ 5.04 1.91 $ 9,558 Exercised (225 ) 5.00 Expired (17,955 ) 11.43 Outstanding and exercisable warrants at October 31, 2017 3,092,395 $ 5.00 .92 $ - Issued 14,166,666 1.50 Expired (3,089,519 ) 5.00 Outstanding and exercisable warrants at October 31, 2018 14,169,542 $ 1.50 5.87 $ - |
Schedule of Assumptions Used in Warrant Liability | In measuring the warrant liability at October 31, 2018, the Company used the following inputs in its Monte Carlo Model: October 31 ,2018 Exercise Price $ 1.50 Stock Price $ 0.56 Expected Term 5.87 years Volatility % 97.47 % Risk Free Rate 3.03 % |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share Based Compensation Expense | The following table summarizes share-based compensation expense included in the statement of operations by expense category for the years ended October 31, 2018 and 2017 (in thousands): Year Ended October 31, 2018 2017 Research and development $ 2,836 $ 5,648 General and administrative 4,147 22,188 Total $ 6,983 $ 27,836 |
Summary of RSU Activity and Related Information | A summary of the Company’s RSU activity and related information for the year ended October 31, 2018 and 2017 is as follows: Number of RSU’s Weighted-Average Grant Date Fair Value Balance at October 31, 2016: 719,448 $ 10.77 Granted 1,632,134 7.90 Vested (877,383 ) 9.15 Cancelled (111,080 ) 8.74 Balance at October 31, 2017 1,363,119 $ 8.54 Granted 409,950 1.97 Vested (808,097 ) 7.71 Cancelled (475,702 ) 8.23 Balance at October 31, 2018 489,270 $ 4.69 |
Summary of Changes in Stock Option Plan | A summary of changes in the stock option plan for the years ended October 31, 2018 and 2017 is as follows (In thousands, except share and per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value Outstanding as of October 31, 2016 3,351,795 $ 13.31 7.82 $ 62 Granted 556,952 7.71 Cancelled or expired (15,189 ) 14.07 Outstanding as of October 31, 2017 3,893,558 $ 12.51 5.72 $ - Granted 2,518,060 2.06 Cancelled or expired (1,460,569 ) 9.14 Outstanding as of October 31, 2018 4,951,049 $ 8.19 6.56 $ - Vested and exercisable at October 31, 2018 2,827,171 $ 8.19 4.38 $ - |
Summary of Outstanding and Exercisable Options | The following table summarizes information about the outstanding and exercisable options at October 31, 2018: Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Intrinsic Number Remaining Exercise Intrinsic Price Range Outstanding Contractual Price Value Exercisable Contractual Price Value $ 0.60 - $4.99 2,037,108 9.53 $ 1.97 $ - 165,834 7.27 $ 3.22 $ - $ 5.00 - $9.99 526,029 5.20 $ 7.98 $ - 393,424 4.37 $ 8.07 $ - $ 10.00 - $14.99 2,199,592 4.42 $ 13.14 $ - 2,079,593 4.27 $ 13.16 $ - $ 15.00 - $21.25 188,320 3.07 $ 18.12 $ - 188,320 3.07 $ 18.12 $ - |
Summary of Fair Value of Stock Options Granted of BSM | The following table provides the weighted average fair value of options granted to directors and employees and the related assumptions used in the Black-Scholes model: Year Ended October 31, 2018 October 31, 2017 Weighted average fair value of options granted $ 1.61 $ 6.36 Expected term 5.35-6.51 years 5.50-6.50 years Expected volatility 91.14%-100.34 % 107.07%-110.93 % Expected dividends 0 % 0 % Risk free interest rate 1.81%-3.16 % 1.26%-1.58 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Payments of Operating Leases | Future minimum payments under the Company’s operating leases are as follows (in thousands): Year ended October 31, 2019 $ 1,107 2020 1,233 2021 1,318 2022 1,369 2023 1,395 Thereafter 2,983 Total $ 9,405 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following (in thousands): October 31, 2018 October 31, 2017 Federal Current $ - $ - Deferred 22,325 (34,296 ) State and Local Current - (4,453 ) Deferred (5,449 ) (1,124 ) Change in valuation allowance (16,876 ) 35,420 Income tax provision (benefit) $ - $ (4,453 ) |
Schedule of Deferred Tax Assets (Liabilities) | The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following (in thousands): Years Ended October 31, 2018 October 31, 2017 Deferred Tax Assets Net operating loss carryovers $ 65,002 $ 66,681 Stock-based compensation 12,081 21,921 Research and development credits 6,843 7,293 Deferred revenue 5,247 9,775 Other deferred tax assets 587 1,515 Total deferred tax assets $ 89,760 $ 107,185 Valuation allowance (87,862 ) (104,738 ) Deferred tax asset, net of valuation allowance $ 1,898 $ 2,447 Deferred Tax Liabilities Other deferred tax liabilities $ (1,898 ) $ (2,447 ) Total deferred tax liabilities $ (1,898 ) $ (2,447 ) Net deferred tax asset (liability) $ - $ - |
Reconciliation Expected Tax (Expense) Benefit Based on Statutory Rate with Actual Tax Expense Benefit | The expected tax (expense) benefit based on the statutory rate is reconciled with actual tax expense benefit as follows: Years Ended October 31, 2018 October 31, 2017 US Federal statutory rate 23.17 % 34.00 % State income tax, net of federal benefit 8.19 1.15 Permanent differences 1.22 (2.30 ) Research and development credits (0.38 ) 2.36 Income tax benefit from sale of New Jersey NOL carryovers - 4.55 Change in valuation allowance 25.37 (36.20 ) Tax Cuts and Jobs Act (53.93 ) - Other (3.64 ) 0.99 Income tax (provision) benefit 0.00 % 4.55 % |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Oct. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company had no assets and liabilities carried at fair value measured on a recurring basis as of October 31, 2017: October 31, 2018 Level 1 Level 2 Level 3 Total Common stock warrant liability, warrants exercisable at $1.50 through September 2024 - - $ 6,517 $ 6,517 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities: October 31, 2018 Beginning balance $ - Issuance of warrants 9,917 Change in fair value (3,400 ) Ending Balance 6,517 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details Narrative) $ in Thousands | 12 Months Ended |
Oct. 31, 2018USD ($) | |
Cash, restricted cash, cash equivalents | $ 45,100 |
October 2013 Through October 2018 [Member] | |
Proceeds from public offering | 265,000 |
December 31, 2018 [Member] | |
Cash, restricted cash, cash equivalents | $ 36,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 12 Months Ended |
Oct. 31, 2018USD ($) | |
Concentration of credit risk | $ 43,800 |
Lease term | 12 months |
Minimum [Member] | |
Estimated useful lives of property and equipment | 3 years |
Estimated useful life of intangible assets | 3 years |
Maximum [Member] | |
Estimated useful lives of property and equipment | 10 years |
Estimated useful life of intangible assets | 20 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Common Stock Excluded from Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Number of common stock excluded from diluted net loss per share | 19,609,861 | 8,349,612 |
Warrants [Member] | ||
Number of common stock excluded from diluted net loss per share | 14,169,542 | 3,092,935 |
Stock Options [Member] | ||
Number of common stock excluded from diluted net loss per share | 4,951,049 | 3,893,558 |
Restricted Stock Units [Member] | ||
Number of common stock excluded from diluted net loss per share | 489,270 | 1,363,119 |
Investments (Details Narrative)
Investments (Details Narrative) | 12 Months Ended |
Oct. 31, 2018 | |
Schedule of Investments [Abstract] | |
Investments maturity description | All of the Company's short-term investment securities have matured. |
Investments - Schedule of Inves
Investments - Schedule of Investment Securities at Amortized (Details) $ in Thousands | 12 Months Ended |
Oct. 31, 2017USD ($) | |
Amortized Cost, as Adjusted | $ 46,398 |
Gross Unrealized Holding Gains | |
Gross Unrealized Holding Losses | 25 |
Estimated Fair Value | 46,373 |
Certificates of Deposit [Member] | |
Amortized Cost, as Adjusted | 11,391 |
Gross Unrealized Holding Gains | |
Gross Unrealized Holding Losses | |
Estimated Fair Value | 11,391 |
Domestic Governmental Agency Loans [Member] | |
Amortized Cost, as Adjusted | 500 |
Gross Unrealized Holding Gains | |
Gross Unrealized Holding Losses | |
Estimated Fair Value | 500 |
U.S Treasury Notes [Member] | |
Amortized Cost, as Adjusted | 34,507 |
Gross Unrealized Holding Gains | |
Gross Unrealized Holding Losses | 25 |
Estimated Fair Value | $ 34,482 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,113 | $ 791 |
Laboratory equipment, disposed | $ 614 | $ 3 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 2,321 | $ 2,168 |
Laboratory equipment | 5,510 | 4,381 |
Furniture and fixtures | 746 | 729 |
Computer equipment | 409 | 395 |
Construction in progress | 17 | 645 |
Total property and equipment | 9,003 | 8,318 |
Accumulated depreciation and amortization | (2,319) | (1,207) |
Net property and equipment | $ 6,684 | $ 7,111 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite lived patents expirations year | The expirations of the existing patents range from 2018 to 2038 | |
Book value patent applications, net | $ 1,047 | $ 315 |
Intangible asset amortization expense | $ 388 | $ 330 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 5,970 | $ 5,727 |
License | 777 | 777 |
Software | 117 | 109 |
Total intangibles | 6,864 | 6,613 |
Accumulated amortization | (2,026) | (1,756) |
Net intangible assets | $ 4,838 | $ 4,857 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization Expense (Details) $ in Thousands | Oct. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 392 |
2,020 | 376 |
2,021 | 356 |
2,022 | 356 |
2,023 | 356 |
Thereafter | 3,002 |
Total | $ 4,838 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Payables and Accruals [Abstract] | ||
Salaries and other compensation | $ 2,035 | $ 2,653 |
Vendors | 3,660 | 2,812 |
Professional fees | 490 | 3,235 |
Total accrued expenses | $ 6,185 | $ 8,700 |
Common Stock Purchase Warrant_3
Common Stock Purchase Warrants and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 11, 2018 | Oct. 31, 2018 | Oct. 31, 2017 |
Number of warrants issued | 2,876 | ||
Warrants issued | 14,169,542 | 3,092,395 | |
Exercise price of warrants | $ 1.50 | ||
Fair value of the warrant liability | $ 6,500 | $ 0 | |
Change in fair value of warrant liability | $ 3,400 | $ 20 | |
Warrant Liability [Member] | |||
Number of warrants issued | 14,166,666 | ||
Warrants issued | 14,169,542 | ||
Exercise price of warrants | $ 1.50 | ||
Warrant term | 6 years | ||
Number of warrant issued, value | $ 9,900 | ||
Exercise price | $ 0.85 | $ 1.50 | |
Stock price | $ 1.50 | $ 0.56 | |
Expected term | 6 years | 5 years 10 months 14 days | |
Volatility percentage | 99.21% | 97.47% | |
Risk free interest rate | 2.91% | 3.03% | |
Fair value of the warrant liability | $ (3,400) |
Common Stock Purchase Warrant_4
Common Stock Purchase Warrants and Warrant Liability - Schedule of Warrants Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Common Stock Purchase Warrants And Warrant Liability | ||
Number of Warrants, Outstanding, Beginning balance | 3,092,395 | 3,110,575 |
Number of Warrants, Issued | 14,166,666 | |
Number of Warrants, Exercised | (225) | |
Number of Warrants, Expired | (3,089,519) | (17,955) |
Number of Warrants, Outstanding, Ending balance | 14,169,542 | 3,092,395 |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 5 | $ 5.04 |
Weighted-Average Exercise Price, Issued | 1.50 | |
Weighted-Average Exercise Price, Exercised | 5 | |
Weighted-Average Exercise Price, Expired | 5 | 11.43 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 1.50 | $ 5 |
Weighted Average Remaining Contractual Life In Years, Beginning | 11 months 1 day | 1 year 10 months 28 days |
Weighted Average Remaining Contractual Life In Years, Ending | 5 years 10 months 14 days | 11 months 1 day |
Aggregate Intrinsic Value, Beginning | $ 9,558 | |
Aggregate Intrinsic Value, Ending |
Common Stock Purchase Warrant_5
Common Stock Purchase Warrants and Warrant Liability - Schedule of Assumptions Used in Warrant Liability (Details) - Warrant Liability [Member] - $ / shares | Sep. 11, 2018 | Oct. 31, 2018 |
Exercise Price | $ 0.85 | $ 1.50 |
Stock Price | $ 1.50 | $ 0.56 |
Expected Term | 6 years | 5 years 10 months 14 days |
Volatility % | 99.21% | 97.47% |
Risk Free Rate | 2.91% | 3.03% |
Share Based Compensation (Detai
Share Based Compensation (Details Narrative) - USD ($) | Jan. 02, 2018 | Apr. 05, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | May 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Mar. 21, 2018 | Oct. 31, 2016 | Mar. 10, 2016 | Sep. 30, 2011 |
Issuance of common stock | 881,629 | 92,145 | 92,145 | ||||||||
Common stock authorized for issuance | 95,000,000 | 95,000,000 | |||||||||
Common stock, shares outstanding | 69,556,452 | 41,206,538 | |||||||||
Unrecognized compensation cost related to non-vested stock option awards | $ 2,300,000 | ||||||||||
Unrecognized compensation cost related to non-vested remaining weighted average vesting period | 1 year 5 months 12 days | 2 years 2 months 5 days | |||||||||
Options outstanding, intrinsic value | $ 62,000 | ||||||||||
Share-based compensation, common stock, value | 77,000 | 1,600,000 | |||||||||
Stock compensation expense | $ 6,983,000 | $ 27,836,000 | |||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||
Stock option vested expiration date | Jul. 5, 2021 | ||||||||||
Compensation cost related to outstanding stock options | $ 3,700,000 | $ 17,200,000 | |||||||||
Number of stock shares issued during period amount | $ 2,700,000 | $ 700,000 | $ 700,000 | ||||||||
Number of options, granted | 2,518,060 | 556,952 | |||||||||
Fair value of option granted | $ 4,100,000 | $ 3,500,000 | |||||||||
Common stock shares issued | 69,556,452 | 41,206,538 | |||||||||
Consultants [Member] | |||||||||||
Stock issued during period for services | 165,907 | ||||||||||
Stock issued during period value for services | $ 1,400,000 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Fair value of equity purchases value | $ 1,600,000 | $ 6,000,000 | |||||||||
Unrecognized compensation cost related to non-vested stock option awards | 1,700,000 | ||||||||||
Options outstanding, intrinsic value | $ 275,000 | ||||||||||
Number of options, granted | 409,950 | 1,632,134 | |||||||||
Employee Stock Awards [Member] | |||||||||||
Share-based compensation, common stock, shares | 733,105 | 878,948 | |||||||||
Share-based compensation, shares on net basis after employee payroll taxes | 687,448 | 834,600 | |||||||||
Share-based compensation, common stock, value | $ 3,100,000 | $ 8,900,000 | |||||||||
Stock compensation expense | $ 100,000 | $ 300,000 | |||||||||
Director Stock Awards [Member] | |||||||||||
Share-based compensation, common stock, shares | 75,000 | 30,000 | |||||||||
Stock compensation expense | $ 200,000 | $ 400,000 | |||||||||
2015 Plan [Member] | |||||||||||
Shares of common stock outstanding, percentage | 5.00% | 5.00% | |||||||||
Common stock, shares outstanding | 2,066,147 | 2,500,000 | |||||||||
Common stock reserved for issuance under plan | 1,525,692 | ||||||||||
2015 Plan [Member] | Minimum [Member] | |||||||||||
Common stock authorized for issuance | 4,600,000 | 45,000,000 | 65,000,000 | 3,600,000 | |||||||
2015 Plan [Member] | Maximum [Member] | |||||||||||
Common stock authorized for issuance | 6,100,000 | 65,000,000 | 95,000,000 | 4,600,000 | |||||||
2011 Employee Stock Purchase Plan [Member] | |||||||||||
Common stock reserved for issuance under plan | 40,000 | ||||||||||
Stock issued during period for services | 26,594 | ||||||||||
Stock issued during period value for services | $ 80,000 | ||||||||||
Common stock shares issued | 10,681 | ||||||||||
Discount price percentage | 15.00% | ||||||||||
2015 Employee Stock Purchase Plan [Member] | |||||||||||
Common stock reserved for issuance under plan | 971,510 | ||||||||||
Employee stock purchase plan description | The Advaxis, Inc. 2015 Employee Stock Purchase Plan ("2015 ESPP") was approved by the Company's shareholders on March 21, 2018. The 2015 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. Employees were eligible to participate in the 2015 ESPP beginning May 1, 2018. 1,000,000 shares of the Company's Common stock are reserved for issuance under the 2015 ESPP. | ||||||||||
Discount price percentage | 15.00% | ||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||
Share-based compensation, common stock, value | $ 7,000 | ||||||||||
Common stock shares issued | 28,490 | ||||||||||
Additional Shares [Member] | 2015 Plan [Member] | |||||||||||
Issuance of common stock | 650,000 | ||||||||||
Stock Split [Member] | 2015 Plan [Member] | |||||||||||
Issuance of common stock | 3,600,000 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Share-based compensation expense | $ 6,983 | $ 27,836 |
Research and Development [Member] | ||
Share-based compensation expense | 2,836 | 5,648 |
General and Administrative [Member] | ||
Share-based compensation expense | $ 4,147 | $ 22,188 |
Share Based Compensation - Su_2
Share Based Compensation - Summary of RSU Activity and Related Information (Details) - $ / shares | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Number of RSUs Granted | 2,518,060 | 556,952 |
Number of RSUs Cancelled | (1,460,569) | (15,189) |
Weighted-Average Grant Date Fair Value, Granted | $ 1.61 | $ 6.36 |
Restricted Stock Units (RSUs) [Member] | ||
Number of RSUs, Beginning Balance | 1,363,119 | 719,448 |
Number of RSUs Granted | 409,950 | 1,632,134 |
Number of RSUs Vested | (808,097) | (877,383) |
Number of RSUs Cancelled | (475,702) | (111,080) |
Number of RSUs, Ending Balance | 489,270 | 1,363,119 |
Weighted-Average Grant Date Fair Value, Outstanding, Beginning | $ 8.54 | $ 10.77 |
Weighted-Average Grant Date Fair Value, Granted | 1.97 | 7.90 |
Weighted-Average Grant Date Fair Value, Vested | 7.71 | 9.15 |
Weighted-Average Grant Date Fair Value, Cancelled | 8.23 | 8.74 |
Weighted-Average Grant Date Fair Value, Outstanding, Ending | $ 4.69 | $ 8.54 |
Share Based Compensation - Su_3
Share Based Compensation - Summary of Changes in Stock Option Plan (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options, Beginning Balance | 3,893,558 | 3,351,795 |
Number of Options, Granted | 2,518,060 | 556,952 |
Number of Options, Canceled or Expired | (1,460,569) | (15,189) |
Number of Options, Ending Balance | 4,951,049 | 3,893,558 |
Number of Options, Vested and Exercisable | 2,827,171 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 12.51 | $ 13.31 |
Weighted-Average Exercise Price, Granted | 2.06 | 7.71 |
Weighted-Average Exercise Price, Canceled or Expired | 9.14 | 14.07 |
Weighted-Average Exercise Price, Outstanding, Ending | 8.19 | $ 12.51 |
Weighted-Average Exercise Price, Vested and Exercisable | $ 8.19 | |
Weighted-Average Remaining Contractual Life In Years, Beginning | 5 years 8 months 19 days | 7 years 9 months 25 days |
Weighted-Average Remaining Contractual Life In Years, Ending | 6 years 6 months 21 days | 5 years 8 months 19 days |
Weighted-Average Remaining Contractual Life In Years, Vested and Exercisable | 4 years 4 months 17 days | |
Aggregate Intrinsic Value, Beginning | $ 62,000 | |
Aggregate Intrinsic Value, Ending | ||
Aggregate Intrinsic Value, Vested and Exercisable |
Share Based Compensation - Su_4
Share Based Compensation - Summary of Outstanding and Exercisable Options (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2016 | |
Options Outstanding, Number Outstanding | 4,951,049 | 3,893,558 | 3,351,795 |
Options Weighted Average Remaining Contractual Term | 5 years 8 months 19 days | 7 years 9 months 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 8.19 | $ 12.51 | $ 13.31 |
Options Outstanding, Intrinsic Value | $ 62,000 | ||
Options Exercisable, Number Outstanding | 2,827,171 | ||
Options Exercisable, Weighted Average Exercise Price | $ 8.19 | ||
Options Exercisable, Intrinsic Value | |||
Exercise Price Range $0.60 - $4.99 [Member] | |||
Range, lower limit | $ 0.60 | ||
Range, upper limit | $ 4.99 | ||
Options Outstanding, Number Outstanding | 2,037,108 | ||
Options Weighted Average Remaining Contractual Term | 9 years 6 months 10 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 1.97 | ||
Options Outstanding, Intrinsic Value | |||
Options Exercisable, Number Outstanding | 165,834 | ||
Options Weighted Average Remaining Contractual Term Exercisable | 7 years 3 months 8 days | ||
Options Exercisable, Weighted Average Exercise Price | $ 3.22 | ||
Options Exercisable, Intrinsic Value | |||
Exercise Price Range $5.00 - $9.99 [Member] | |||
Range, lower limit | $ 5 | ||
Range, upper limit | $ 9.99 | ||
Options Outstanding, Number Outstanding | 526,029 | ||
Options Weighted Average Remaining Contractual Term | 5 years 2 months 12 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 7.98 | ||
Options Outstanding, Intrinsic Value | |||
Options Exercisable, Number Outstanding | 393,424 | ||
Options Weighted Average Remaining Contractual Term Exercisable | 4 years 4 months 13 days | ||
Options Exercisable, Weighted Average Exercise Price | $ 8.07 | ||
Options Exercisable, Intrinsic Value | |||
Exercise Price Range $10.00 - $14.99 [Member] | |||
Range, lower limit | $ 10 | ||
Range, upper limit | $ 14.99 | ||
Options Outstanding, Number Outstanding | 2,199,592 | ||
Options Weighted Average Remaining Contractual Term | 4 years 5 months 1 day | ||
Options Outstanding, Weighted Average Exercise Price | $ 13.14 | ||
Options Outstanding, Intrinsic Value | |||
Options Exercisable, Number Outstanding | 2,079,593 | ||
Options Weighted Average Remaining Contractual Term Exercisable | 4 years 3 months 8 days | ||
Options Exercisable, Weighted Average Exercise Price | $ 13.16 | ||
Options Exercisable, Intrinsic Value | |||
Exercise Price Range $15.00 - $21.25 [Member] | |||
Range, lower limit | $ 15 | ||
Range, upper limit | $ 21.25 | ||
Options Outstanding, Number Outstanding | 188,320 | ||
Options Weighted Average Remaining Contractual Term | 3 years 26 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 18.12 | ||
Options Outstanding, Intrinsic Value | |||
Options Exercisable, Number Outstanding | 188,320 | ||
Options Weighted Average Remaining Contractual Term Exercisable | 3 years 26 days | ||
Options Exercisable, Weighted Average Exercise Price | $ 18.12 | ||
Options Exercisable, Intrinsic Value |
Share Based Compensation - Su_5
Share Based Compensation - Summary of Fair Value of Stock Options Granted of BSM (Details) - $ / shares | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Weighted average fair value of options granted | $ 1.61 | $ 6.36 |
Expected volatility, minimum | 91.14% | 107.07% |
Expected volatility, maximum | 100.34% | 110.93% |
Expected dividends | 0.00% | 0.00% |
Risk free interest rate, minimum | 1.81% | 1.26% |
Risk free interest rate, maximum | 3.16% | 1.58% |
Minimum [Member] | ||
Expected term | 5 years 4 months 6 days | 5 years 6 months |
Maximum [Member] | ||
Expected term | 6 years 6 months 3 days | 6 years 6 months |
Collaboration and Licensing A_2
Collaboration and Licensing Agreements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 02, 2016 | Feb. 03, 2016 | Mar. 19, 2014 | Dec. 09, 2013 | Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2014 | Oct. 31, 2016 |
Number of common stock shares | 69,556,452 | 41,206,538 | ||||||
Warrants outstanding | 14,169,542 | 3,092,395 | 3,110,575 | |||||
Warrant exercise price | $ 1.50 | |||||||
Warrants exercised | (225) | |||||||
Amgen Agreement [Member] | ||||||||
Upfront payment | $ 40,000 | |||||||
Value of stock purchased | 25,000 | |||||||
Development, regulatory and sales milestone payments | 475,000 | |||||||
Upfront payment recorded as deferred revenue | $ 40,000 | |||||||
Business combination amount transferred | $ 5,800 | $ 11,800 | ||||||
Number of common stock shares | 3,047,446 | |||||||
Common stock purchase price per share | $ 8.20 | |||||||
Proceeds from issuance of stock | $ 25,000 | |||||||
Reduction in research and development expenses | 5,800 | 7,500 | ||||||
Stendhal Agreement [Member] | ||||||||
Support payments expenses | $ 10,000 | 3,000 | ||||||
Aratana Agreement [Member] | ||||||||
Upfront payment | $ 1,000 | |||||||
Development, regulatory and sales milestone payments | $ 36,500 | |||||||
Number of common stock shares | 306,122 | |||||||
Common stock purchase price per share | $ 4.90 | |||||||
Proceeds from royalty received | 5 | |||||||
Licensing revenue | $ 1,000 | |||||||
Additional, cumulative sales milestone payments | $ 15,000 | |||||||
Aratana Agreement [Member] | Warrants [Member] | ||||||||
Number of common stock shares | 153,061 | |||||||
Common stock purchase price per share | $ 4.90 | |||||||
Proceeds from issuance of stock | $ 1,500 | |||||||
Warrants outstanding | 153,061 | |||||||
Warrant term | 10 years | |||||||
Merck Agreement [Member] | ||||||||
Agreement expenses | 2,400 | 2,900 | ||||||
MedImmune Agreement [Member] | ||||||||
Agreement expenses | 2,700 | 2,800 | ||||||
Global BioPharma, Inc [Member] | ||||||||
Value of stock purchased | $ 400 | |||||||
Number of common stock shares | 108,724 | |||||||
Common stock purchase price per share | $ 3.68 | |||||||
Licensing revenue | 250 | $ 250 | ||||||
Warrants expire date | Dec. 31, 2018 | |||||||
Warrants exercised | 100,000 | |||||||
Reimbursement value | $ 2,250 | |||||||
Global BioPharma, Inc [Member] | Warrants [Member] | ||||||||
Warrants outstanding | 100,000 | |||||||
Warrant exercise price | $ 5.52 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 19, 2018 | Aug. 21, 2015 | Oct. 31, 2018 | Oct. 31, 2017 |
Rent expense | $ 1,200 | $ 1,200 | ||
Corporate Office & Manufacturing Facility Lease [Member] | ||||
Operating lease expiring date | Nov. 30, 2025 | |||
KCM [Member] | ||||
Number of shares complaint alleges of common stock | 1,666,666.67 | |||
Common stock price per share | $ 3 | |||
Especificos Stendhal SA de CV [Member] | ||||
Damages sought value by plaintiff | $ 3,000 | |||
Litigation expense | 300 | |||
Due from related party | $ 3,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Payments of Operating Leases (Details) $ in Thousands | Oct. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 1,107 |
2,020 | 1,233 |
2,021 | 1,318 |
2,022 | 1,369 |
2,023 | 1,395 |
Thereafter | 2,983 |
Total | $ 9,405 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Dec. 22, 2017 | Jan. 31, 2018 | Oct. 31, 2018 | Oct. 31, 2017 |
Net operating loss carry-forward | $ 265,800 | $ 187,400 | ||
Operating loss expiration year | 2,023 | |||
Total net operating loss carry-forward | $ 290,600 | |||
Net operating loss and deferred tax asset does not include nol's | 24,800 | |||
New jersey state net operating loss carryovers | 129,200 | |||
Income tax reconciliation description | The U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act made broad and significant changes to the U.S. tax code including, but not limited to, a change in the federal rate from 34% to 21%. As a result of the enactment of the legislation, the Company recorded a one-time reduction to its deferred tax assets of approximately $34.4 million, which was offset by a reduction in the valuation allowance. When a U.S. federal tax rate change occurs during a fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment. As a result of the Tax Act, Advaxis has calculated a blended U.S. federal statutory corporate income tax rate of approximately 23% for the year ended October 31, 2018 and applied this rate in computing the income tax provision for year ending October 31, 2018. The blended U.S. federal statutory corporate income tax rate of 23% is the weighted daily average rate between the pre-enactment U.S. federal statutory tax rate of 34% applicable to the Company's 2018 fiscal year prior to the Effective Date and the post-enactment U.S. federal statutory tax rate of 21% applicable to the 2018 fiscal year thereafter. Advaxis expects the U.S. federal statutory rate to be 21% for fiscal years beginning after October 31, 2018. | |||
Deferred tax assets | $ 34,400 | $ 89,760 | $ 107,185 | |
Income tax effective tax rate | 21.00% | 0.00% | 4.55% | |
Net cash amount received from sale of net operating losses and research and development tax credits | $ 4,500 | |||
Internal Revenue Code [Member] | ||||
Net operating loss carry-forward | $ 265,800 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | ||
Deferred Federal | 22,325 | (34,296) |
Current State and Local | (4,453) | |
Deferred State and Local | (5,449) | (1,124) |
Change in valuation allowance | (16,876) | 35,420 |
Income tax provision (benefit) | $ 50 | $ (4,403) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Dec. 22, 2017 | Oct. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryovers | $ 65,002 | $ 66,681 | |
Stock-based compensation | 12,081 | 21,921 | |
Research and development credits | 6,843 | 7,293 | |
Deferred revenue | 5,247 | 9,775 | |
Other deferred tax assets | 587 | 1,515 | |
Total deferred tax assets | 89,760 | $ 34,400 | 107,185 |
Valuation allowance | (87,862) | (104,738) | |
Deferred tax asset, net of valuation allowance | 1,898 | 2,447 | |
Other deferred tax liabilities | (1,898) | (2,447) | |
Total deferred tax liabilities | (1,898) | (2,447) | |
Net deferred tax asset (liability) |
Income Taxes - Reconciliation E
Income Taxes - Reconciliation Expected Tax (Expense) Benefit Based on Statutory Rate with Actual Tax Expense Benefit (Details) | Dec. 22, 2017 | Oct. 31, 2018 | Oct. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
US Federal statutory rate | 23.17% | 34.00% | |
State income tax, net of federal benefit | 8.19% | 1.15% | |
Permanent differences | 1.22% | (2.30%) | |
Research and development credits | (0.38%) | 2.36% | |
Income tax benefit from sale of New Jersey NOL carryovers | 0.00% | 4.55% | |
Change in valuation allowance | 25.37% | (36.20%) | |
Tax Cuts and Jobs Act | (53.93%) | 0.00% | |
Other | (3.64%) | 0.99% | |
Income tax (provision) benefit | 21.00% | 0.00% | 4.55% |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||||
Sep. 30, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Jun. 30, 2017 | May 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Number of common stock shares sold | 881,629 | 92,145 | 92,145 | ||||
Proceeds from sale of common shares | $ 2,700 | $ 700 | $ 700 | ||||
Warrants to purchase common stock | 14,169,542 | 3,092,395 | |||||
Warrant exercise price | $ 1.50 | ||||||
IPO [Member] | |||||||
Number of common stock shares sold | 16,666,666 | ||||||
Proceeds from sale of common shares | $ 20,000 | ||||||
Sale of stock price per share | $ 1.20 | ||||||
Warrants to purchase common stock | 0.85 | ||||||
Warrant expiration term | 6 years | ||||||
Warrant exercise price | $ 1.50 | ||||||
Proceeds from registered direct offering, net of offering expenses | $ 18,200 | ||||||
IPO [Member] | Maximum [Member] | |||||||
Warrants to purchase common stock | 14,166,666 | ||||||
Underwriting Agreement [Member] | |||||||
Number of common stock shares sold | 10,000,000 | ||||||
Proceeds from sale of common shares | $ 20,000 | ||||||
Sale of stock price per share | $ 2 | ||||||
Sale of stock transaction during period, value | $ 18,400 | ||||||
Number of common stock purchased | 807,697 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Common stock warrant liability, warrants exercisable at $1.50 through September 2024 | $ 6,517 | |
Fair Value, Inputs, Level 1 [Member] | ||
Common stock warrant liability, warrants exercisable at $1.50 through September 2024 | ||
Fair Value, Inputs, Level 2 [Member] | ||
Common stock warrant liability, warrants exercisable at $1.50 through September 2024 | ||
Fair Value, Inputs, Level 3 [Member] | ||
Common stock warrant liability, warrants exercisable at $1.50 through September 2024 | $ 6,517 |
Fair Value - Schedule of Fair_2
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (Parenthetical) | Oct. 31, 2018$ / shares |
Fair Value Disclosures [Abstract] | |
Exercise price of warrants | $ 1.50 |
Fair Value - Schedule of Change
Fair Value - Schedule of Changes in the Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Beginning balance | ||
Change in fair value | 6,500 | $ 0 |
Ending Balance | 6,517 | |
Warrant Liability [Member] | ||
Beginning balance | ||
Issuance of warrants | 9,917 | |
Change in fair value | (3,400) | |
Ending Balance | $ 6,517 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
401(k) Plan [Member] | ||
Employee contributions, amount | $ 400 | $ 400 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2018 | Oct. 31, 2018 | Oct. 31, 2017 |
Exercise price | $ 2.06 | $ 7.71 | |
Reimbursement expense | $ 5,800 | $ 7,500 | |
Subsequent Event [Member] | Executives [Member] | |||
Number of stock option grants | 720,000 | ||
Exercise price | $ 0.54 | ||
Subsequent Event [Member] | Non Executive Directors [Member] | |||
Number of stock option grants | 130,000 | ||
Exercise price | $ 0.54 |