Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 01, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | Onconova Therapeutics, Inc. | ||
Entity Central Index Key | 0001130598 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16.3 | ||
Entity Common Stock, Shares Outstanding | 167,256,070 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 22,726 | $ 16,970 |
Receivables | 98 | 35 |
Prepaid expenses and other current assets | 650 | 760 |
Total current assets | 23,474 | 17,765 |
Property and equipment, net | 50 | 9 |
Other non-current assets | 150 | 149 |
Total assets | 23,674 | 17,923 |
Current liabilities: | ||
Accounts payable | 4,271 | 4,039 |
Accrued expenses and other current liabilities | 3,795 | 4,173 |
Deferred revenue | 226 | 226 |
Total current liabilities | 8,292 | 8,438 |
Warrant liability | 113 | 176 |
Deferred revenue, non-current | 3,695 | 3,922 |
Total liabilities | 12,100 | 12,536 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000,000 authorized at December 31, 2019 and 2018, none issued and outstanding at December 31, 2019 and 2018 | ||
Common stock, $0.01 par value, 250,000,000 authorized at December 31, 2019 and 2018, 110,167,352 and 5,674,220 shares issued and outstanding at December 31, 2019 and 2018 | 1,112 | 57 |
Additional paid in capital | 413,879 | 387,238 |
Accumulated other comprehensive loss | (18) | (12) |
Accumulated deficit | (403,399) | (381,896) |
Total Onconova Therapeutics, Inc. stockholders' equity | 11,574 | 5,387 |
Total stockholders' equity | 11,574 | 5,387 |
Total liabilities and stockholders' equity | $ 23,674 | $ 17,923 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 111,167,352 | 5,674,220 |
Common stock, shares outstanding | 111,167,352 | 5,674,220 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations | ||
Revenue | $ 2,183 | $ 1,228 |
Operating expenses: | ||
General and administrative | 8,345 | 7,586 |
Research and development | 15,537 | 16,924 |
Total operating expenses | 23,882 | 24,510 |
Loss from operations | (21,699) | (23,282) |
Change in fair value of warrant liability | 63 | 1,597 |
Other income, net | 143 | 1,151 |
Net loss before income taxes | (21,493) | (20,534) |
Income tax expense (benefit) | 10 | (124) |
Net loss | (21,503) | (20,410) |
Net gain attributable to non-controlling interest | (163) | |
Net loss attributable to Onconova Therapeutics, Inc. | $ (21,503) | $ (20,573) |
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (1.49) | $ (4.99) |
Basic and diluted weighted average shares outstanding (in shares) | 14,384,476 | 4,124,073 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (21,503) | $ (20,410) |
Other comprehensive income (loss), before tax: | ||
Foreign currency translation adjustments, net | (6) | (15) |
Other comprehensive loss, net of tax | (6) | (15) |
Comprehensive loss | (21,509) | (20,425) |
Comprehensive income attributable to non-controlling interest | (163) | |
Comprehensive loss attributable to Onconova Therapeutics, Inc. | $ (21,509) | $ (20,588) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Additional Paid in Capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Non-controlling interest | Total |
Balance at Dec. 31, 2017 | $ 8 | $ 350,614 | $ (362,316) | $ 3 | $ 830 | $ (10,861) |
Balance (in shares) at Dec. 31, 2017 | 718,078 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Net loss | (20,573) | 163 | (20,410) | |||
Other comprehensive loss | (15) | (15) | ||||
Stock-based compensation | 1,147 | 1,147 | ||||
Dissolution of GBO | 993 | $ (993) | ||||
Shares issued in connection with reverse stock split (in shares) | 101 | |||||
Issuance of common stock and pre-funded warrants, net | $ 42 | 34,895 | 34,937 | |||
Issuance of common stock and pre-funded warrants, net (in shares) | 4,215,581 | |||||
Issuance of common stock upon exercise of warrants | $ 7 | 582 | 589 | |||
Issuance of common stock upon exercise of warrants (in shares) | 740,460 | |||||
Balance at Dec. 31, 2018 | $ 57 | 387,238 | (381,896) | (12) | $ 5,387 | |
Balance (in shares) at Dec. 31, 2018 | 5,674,220 | 5,674,220 | ||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Net loss | (21,503) | $ (21,503) | ||||
Other comprehensive loss | (6) | (6) | ||||
Stock-based compensation | 1,048 | 1,048 | ||||
Issuance of common stock, pre-funded warrants and warrants, net | $ 608 | 21,151 | 21,759 | |||
Issuance of common stock, pre-funded warrants and warrants, net (in shares) | 60,757,970 | |||||
Issuance of common stock upon exercise of pre-funded warrants | $ 237 | (202) | 35 | |||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 23,720,784 | |||||
Issuance of common stock upon exercise of common warrants | $ 210 | 4,644 | 4,854 | |||
Issuance of common stock upon exercise of common warrants (in shares) | 21,014,378 | |||||
Balance at Dec. 31, 2019 | $ 1,112 | $ 413,879 | $ (403,399) | $ (18) | $ 11,574 | |
Balance (in shares) at Dec. 31, 2019 | 111,167,352 | 111,167,352 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (21,503,000) | $ (20,410,000) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14,000 | 55,000 |
Change in fair value of warrant liabilities | (63,000) | (1,597,000) |
Stock compensation expense | 1,048,000 | 1,147,000 |
Gain on dissolution of GBO and other | (824,000) | |
Changes in assets and liabilities: | ||
Receivables | (63,000) | 24,000 |
Prepaid expenses and other current assets | 110,000 | 60,000 |
Other assets | (1,000) | (137,000) |
Accounts payable | 232,000 | (1,454,000) |
Accrued expenses and other current liabilities | (378,000) | 838,000 |
Deferred revenue | (227,000) | (398,000) |
Net cash used in operating activities | (20,831,000) | (22,696,000) |
Investing activities: | ||
Payments for purchase of property and equipment | (55,000) | |
Net cash used in investing activities | (55,000) | |
Financing activities: | ||
Proceeds from sale of common stock and warrants | 21,759,000 | 35,068,000 |
Proceeds from the exercise of common warrants | 4,854,000 | |
Proceeds from the exercise of pre-funded warrants | 35,000 | |
Proceeds from the exercise of stock options | 589,000 | |
Net cash provided by financing activities | 26,648,000 | 35,657,000 |
Effect of foreign currency translation on cash | (6,000) | (15,000) |
Net increase in cash and cash equivalents | 5,756,000 | 12,946,000 |
Cash and cash equivalents at beginning of period | 16,970,000 | 4,024,000 |
Cash and cash equivalents at end of period | $ 22,726,000 | $ 16,970,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Reverse Stock Split All common stock, equity, share and per share amounts in the financial statements and notes have been retroactively adjusted to reflect a one-for-fifteen reverse stock split which was effective September 25, 2018. The Company Onconova Therapeutics, Inc. (the “Company”) was incorporated in the State of Delaware on December 22, 1998 and commenced operations on January 1, 1999. The Company’s headquarters are located in Newtown, Pennsylvania. The Company is a clinical-stage biopharmaceutical company focused on discovering and developing novel small molecule product candidates primarily to treat cancer. Using its proprietary chemistry platform, the Company has created an extensive library of targeted anti-cancer agents designed to work against specific cellular pathways that are important to cancer cells. The Company believes that the product candidates in its pipeline have the potential to be efficacious in a variety of cancers. The Company has three clinical-stage product candidates and several preclinical programs. During 2012, Onconova Europe GmbH was established as a wholly owned subsidiary of the Company for the purpose of further developing business in Europe. In April 2013, GBO, LLC, a Delaware limited liability company, (“GBO”) was formed pursuant to an agreement with GVK Biosciences Private Limited, a private limited company located in India, (“GVK”) to collaborate and develop two programs using the Company’s technology platform. The two preclinical programs sublicensed to GBO were not developed to clinical stage as initially hoped, and GBO was dissolved in June 2018. The Company has entered into several license and collaboration agreements. In 2011, the Company entered into a license agreement, as subsequently amended, with SymBio Pharmaceuticals Limited (“SymBio”), which grants SymBio certain rights to commercialize rigosertib in Japan and Korea. In December 2017, the Company entered into a license and collaboration agreement with HanX for the further development, registration and commercialization of ON 123300 in Greater China. ON 123300 is a preclinical compound which the Company believes has the potential to overcome the limitations of current generation CDK 4/6 inhibitors. Under the terms of the agreement, the Company received an upfront payment, and will receive regulatory and commercial milestone payments, as well as royalties on Chinese sales. The key feature of the collaboration is that HanX provides all funding required for Chinese IND enabling studies performed for Chinese Food and Drug Administration IND approval. The Company and HanX also intended for these studies to comply with the FDA standards. Accordingly, such studies may be used by the Company for an IND filing with the FDA. The Chinese IND was approved in January 2020. The Company plans to file a US IND related to 123300 after obtaining the required manufacturing data. The cGMP manufacturer for ON 123300 has been identified and qualified. It is anticipated that the cGMP API would be available in 4-6 months. Subsequently, the drug product will be manufactured with an anticipated filing of an IND in Q4 of 2020. The Company maintains global rights outside of China. On March 2, 2018, the Company entered into a License, Development and Commercialization Agreement with Pint International SA (which, together with its affiliate Pint Pharma GmbH, are collectively referred to as “Pint”). Under the terms of the agreement, the Company granted Pint an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and commercialize any pharmaceutical product containing rigosertib in all uses of rigosertib in certain Latin America countries. In May 2019, the Company entered into a License and Collaboration Agreement (the “License Agreement”) with HanX Biopharmaceuticals, Inc. (“HanX”). Under the terms of the License Agreement, the Company granted HanX an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and commercialize any pharmaceutical product (the “Product”) containing rigosertib in all uses of rigosertib or the Product in humans therapeutics uses in the People’s Republic of China, Hong Kong, Macau and Taiwan (the “Territory”). In connection with the License Agreement, the Company also entered into a Securities Purchase Agreement with each of HanX and Abundant New Investments Ltd. (“Abundant”), an affiliate of HanX (each, a “Securities Purchase Agreement” and together, the “Securities Purchase Agreements”). HanX did not fulfill its obligations under the License Agreement and in January 2020, in accordance with the terms of the License Agreement, the License Agreement was deemed to be void ab initio. Upon this termination, the rights to Product in the Territory reverted to the Company in accordance with the terms of the License Agreement. In addition, the Securities Purchase Agreements terminated automatically effective upon the termination of the License Agreement in accordance with the Securities Purchase Agreements. In November 2019, the Company entered into a Distribution, License and Supply Agreement (the “License Agreement”) with Knight Therapeutics Inc. (“Knight”). Under the terms of the License Agreement, the Company granted Knight (i) a non-exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and manufacture any product (the “Licensed Product”) containing rigosertib for Canada (and Israel should Knight exercise its option) (the “Territory”) and in human uses (the “Field”), and (ii) an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to commercialize the Licensed Product in the Territory and in the Field. Knight has also agreed to obtain from the Company us all of its requirements of the Licensed Products for the Territory, and the Company has agreed to supply Knight with all of its requirements of the Licensed Products. In December 2019, the Company entered into a Distribution, License and Supply Agreement (the “License Agreement”) with Specialised Therapeutics Asia Pte. Ltd. (“STA”). Under the terms of the License Agreement, the Company granted STA (i) a non-exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and manufacture any product (the “Licensed Product”) containing rigosertib for Australia and New Zealand (the “Territory”) and in human uses (the “Field”), and (ii) an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to commercialize the Licensed Product in the Territory and in the Field. STA has also agreed to obtain from the Company all of its requirements of the Licensed Products for the Territory, and the Company has agreed to supply STA with all of its requirements of the Licensed Products. On March 21, 2018, the Company amended its certificate of incorporation to increase the number of authorized shares of common stock par value $0.01 per share from 25,000,000 to 100,000,000. On June 7, 2018, the Company amended its certificate of incorporation again to increase the number of authorized shares of common stock, par value $0.01 per share, from 100,000,000 to 250,000,000. On September 25, 2018, the Company amended its certificate of incorporation to effect a one-for-fifteen reverse stock split of its common stock. Liquidity The Company has incurred recurring operating losses since inception. For the year ended December 31, 2019, the Company incurred a net loss of $21,503,000 and as of December 31, 2019 the Company had generated an accumulated deficit of $403,399,000. The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research, development of its product candidates and its preclinical programs, strategic alliances and its administrative organization. At December 31, 2019, the Company had cash and cash equivalents of $22,726,000. The Company closed on a stock offering on January 3, 2020 with net proceeds of approximately $9.0 million, which increased cash and cash equivalents to approximately $32.0 million. The Company will require substantial additional financing to fund its ongoing clinical trials and operations, and to continue to execute its strategy. On February 12, 2018 the Company closed on an offering of units of common stock and warrants. The Company issued 467,000 shares of common stock, pre-funded warrants to purchase 196,167 shares of common stock, and preferred stock warrants to purchase shares of Series A convertible preferred stock convertible into 696,325 shares of common stock. Net proceeds were approximately $8.7 million. (See Note 17) On May 1, 2018 the Company closed on an offering of units of common stock and warrants. The Company issued 3,694,118 shares of common stock, pre-funded warrants to purchase 815,686 shares of common stock, and preferred stock warrants to purchase shares of Series B convertible preferred stock convertible into 4,509,804 shares of common stock. Net proceeds were approximately $25.6 million. (See Note 17) In February and March 2019 the Company implemented a workforce reduction. Six employees were terminated, which represented approximately 24% of the Company’s workforce. A severance related charge of approximately $1,843,000, which includes a non-cash charge of approximately $415,000 related to the accelerated vesting of outstanding stock options, was recorded in the three months ended March 31, 2019. Of the total severance related charge of $1,843,000; $1,562,000 was recorded in general and administrative operating expenses and $281,000 was recorded in research and development operating expenses. The severance expense will be paid in periodic amounts through February 2020. The accrued severance balance remaining at December 31, 2019 was $239,000. On September 25, 2019 the Company closed on an offering of common stock to certain investors. The Company issued 2,198,938 shares of common stock and amended warrants for the purchase of 2,198,938 shares of common stock. The investors, who were also holders of the Company’s preferred stock warrants issued in February 2018 and/or May 2018, received a warrant amendment under which a certain number of such investors’ preferred stock warrants received a reduction in exercise price and an extension of term. Net proceeds from the sale of common stock and the amendment of preferred stock warrants were approximately $3.3 million. In November 2019, the Company closed on an offering of units of common stock and warrants. The Company issued 30,250,000 shares of common stock, pre-funded warrants to purchase 24,750,000 shares of common stock, and common stock warrants to purchase 55,000,000 shares of common stock. Net proceeds were approximately $9.7 million. On December 10, 2019, the Company closed on an offering of units of common stock and warrants. The Company issued 14,326,648 shares of common stock and common stock warrants to purchase 7,163,324 shares of common stock. Net proceeds were approximately $4.4 million. On December 19, 2019, the Company also closed on an offering of units of common stock and warrants. The Company issued 13,878,864 shares of common stock and common stock warrants to purchase 6,939,432 shares of common stock. Net proceeds were approximately $4.4 million. During 2019, pre-funded warrants were exercised for 23,720,784 shares of common stock and net proceeds were $35,000. Also during 2019, common warrants were exercised for 21,014,378 shares of common stock and net proceeds were approximately $4.9 million. In January 2020, the Company closed on an offering of common stock. The Company issued 27,662,518 shares of common stock and net proceeds were approximately $9.0 million. In addition, since December 31, 2019; 28,426,200 warrants from the November 2019 offering have been exercised, resulting in proceeds of $5.7 million. Cash and cash equivalents at February 29, 2020 were approximately $32.6 million and common shares outstanding were 167,256,070. The Company has and may continue to delay, scale-back, or eliminate certain of its research and development activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. The Company currently anticipates that current cash and cash equivalents will be sufficient to meet its anticipated cash requirements into the third quarter of 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The financial statements include the consolidated accounts of the Company, its wholly‑owned subsidiary, Onconova Europe GmbH, and GBO, which was dissolved in June 2018. All significant intercompany transactions have been eliminated. Certain prior year amounts have been reclassified to conform to current period presentation. All common stock, equity, share and per share amounts in the financial statements and notes have been retroactively adjusted to reflect a one-for-fifteen reverse stock split which was effective September 25, 2018. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of oncology therapeutics. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, other comprehensive income and related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to clinical trial accruals, warrant liability, and allocation of consideration for revenue recognition. The Company bases its estimates on historical experience and other market‑specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Concentrations of Credit Risk and Off‑Balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company has no financial instruments with off‑balance sheet risk of loss. Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. Fair Value of Financial Instruments The carrying amounts reported in the accompanying consolidated financial statements for cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values because of the short‑term nature of these accounts. The fair value of the warrant liability is discussed in Note 8, “Fair Value Measurements.” Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the useful life of the asset or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. The following estimated useful lives were used to depreciate the Company’s assets: Estimated Useful Life Lab equipment 5 - 6 years Software 3 years Computer and office equipment 5 - 6 years Leasehold improvements Shorter of the lease term or estimated useful life Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. The Company reviews long‑lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceeds their fair value, which is measured based on the projected discounted future net cash flows generated from the assets. No impairment losses have been recorded through December 31, 2019. Warrant Accounting Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. (See Note 4). The Company’s warrants that are classified as liabilities are recorded at fair value. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company has both tradable and non-tradable warrants. At December 31, 2019, the tradable warrants are classified as level 1 liabilities and the Company uses the Nasdaq quoted market price to estimate the fair value of the related derivative warrant liability. The non-tradable warrants are classified as level 3 liabilities and the Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. (See Note 8 for a discussion of the fair value hierarchy). Foreign Currency Translation The reporting currency of the Company and its U.S. subsidiaries is the U.S. dollar. The functional currency of the Company’s non-U.S. subsidiary is the local currency. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars based on exchange rates at the end of the period. Revenues and expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), which the Company adopted effective January 1, 2018 using the modified retrospective method. There was no material impact to our financial position and results of operations as a result of the adoption. The Company applies ASC 606 to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company derives revenue from collaboration and licensing agreements and from the sale of products associated with material transfer, collaboration and supply agreements. License, Collaboration and Other Revenues The Company enters into licensing and collaboration agreements, under which it licenses certain of its product candidates’ rights to third parties. The Company recognizes revenue related to these agreements in accordance with ASC 606. The terms of these arrangements typically include payment from third parties of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; and royalties on net sales of the licensed product. In determining the appropriate amount of revenue to be recognized as it fulfills its obligation under each of its agreements, the Company performs the five steps described above. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement of personnel costs, discount rates and probabilities of technical and regulatory success. Licensing of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other performance obligations, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front-fees. The Company evaluates the measure of progress each reporting period, and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal will not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensees, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in their period of adjustment. Manufacturing supply services. Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered as options. The Company assesses if these options provide material rights to the licensee and if so, they are accounted for as separate performance obligations. If the Company is entitled to additional payments when the customer exercises these options, any additional payments are recorded when the customer obtains control of the goods, which is upon shipment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some of all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue from its license agreements. Research and Development Expenses Research and development costs are charged to expense as incurred. These costs include, but are not limited to, license fees related to the acquisition of in-licensed products; employee-related expenses, including salaries, benefits and travel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Leases The Company accounts for leases in accordance with Accounting Standards Codification Topic 842, Leases (ASC 842), which the Company adopted effective January 1, 2019. The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Right of Use (ROU) Assets and Lease Liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, when the implicit rate is not readily determinable. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected the following policy elections on adoption: use of portfolio approach on leases of assets under master service agreements, exclusion of short term leases (term of 12 months or less) on the balance sheet, and not separating lease and non-lease components. At January 1, 2019 and December 31, 2019 the Company had one lease, which was for office space. The lease qualifies for the short term lease exception. Consequently, no ROU Asset or Lease Liability was recorded. The lease payments are being recognized as an expense on a straight-line basis over the lease term. Lease payments for the year ended December 31, 2019 were $175,000. Remaining payments due under the lease at December 31, 2019 are $29,000. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The deferred tax asset primarily includes net operating loss and tax credit carry forwards, accrued expenses not currently deductible and the cumulative temporary differences related to certain research and patent costs, which have been charged to expense in the accompanying statements of operations but have been recorded as assets for income tax purposes. The portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A full valuation allowance has been established against all of the deferred tax assets (see Note 9, “Income Taxes”), as it is more likely than not that these assets will not be realized given the Company’s history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. Stock‑Based Compensation Expense The Company applies the provisions of FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and non-employees, including employee stock options. Share‑based payment transactions with employees, including grants of employee stock options, are recognized as compensation expense over the requisite service period based on their estimated fair values. ASC 718 also requires significant judgment and the use of estimates, particularly surrounding Black‑Scholes assumptions such as stock price volatility over the option term and expected option lives, as well as expected option forfeiture rates, to estimate the grant date fair value of equity‑based compensation and requires the recognition of the fair value of stock compensation in the statement of operations. Clinical Trial Expense Accruals As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2019 and 2018, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. Basic and Diluted Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period, excluding the dilutive effects of stock options and warrants. Diluted net loss per share of common stock is computed by dividing the net loss applicable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period plus the potential dilutive effects of stock options and warrants outstanding during the period calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2019 and 2018. Recent Accounting Pronouncements In February 2016 and through subsequent amendments, the FASB issued guidance which supersedes much of the previous guidance for leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The guidance was effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors were permitted to recognize and measure leases at the date of adoption using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of the new guidance, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company adopted the guidance in ASC 842 effective January 1, 2019 using the modified retrospective method, which does not require the restatement of prior period amounts. There was no impact to the Company’s financial position and results of operations as a result of the adoption. In August 2018, the FASB issued guidance which changes the disclosure requirements for fair value measurement. The guidance amends the disclosure requirements in ASC Topic 820 by adding, changing, or removing certain disclosures. The guidance is effective for fiscal years beginning after December 15, 2019. The Company believes that the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. The Company is evaluating the impact of the adoption of the standard on its financial statement disclosures. In November 2018, the FASB issued guidance, which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . The guidance, among other items, clarifies that certain transactions between collaborative 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. The guidance is effective for fiscal years beginning after December 15, 2019. The Company believes that the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Property and Equipment | 3. Property and Equipment Property and equipment and related accumulated depreciation are as follows: December 31, 2019 2018 Laboratory equipment $ 1,037,000 $ 1,037,000 Software 92,000 92,000 Computer and office equipment 409,000 354,000 Leasehold improvements 745,000 745,000 2,283,000 2,228,000 Less accumulated depreciation (2,233,000) (2,219,000) $ 50,000 $ 9,000 Depreciation and amortization expense was $14,000 and $55,000 for the years ended December 31, 2019 and 2018, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Warrants | 4. Warrants Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging-Contracts in Entity’s Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Some of the Company’s warrants are classified as liabilities because in certain circumstances they could require cash settlement. Warrants outstanding at December 31, 2018 and 2019, and warrant activity for the year ended December 31, 2019 is as follows (reflects the number of common shares as if the warrants were converted to common stock): Balance Balance Exercise Expiration December 31, Warrants Warrants Warrants December 31, Description Classification Price Date 2018 Issued Exercised Expired 2019 Non-tradable warrants Liability $ 172.50 July 2021 6,456 — — — 6,456 Tradable warrants Liability $ 73.80 July 2021 212,801 — — — 212,801 Non-tradable pre-funded warrants Equity $ 0.15 July 2023 394 — — — 394 Non-tradable warrants Equity $ 6.69375 (1) 663,167 — — (663,167) (3) — Non-tradable warrants Equity $ 1.60 December 2022 — 392,834 (3) — — 392,834 Non-tradable warrants Equity $ 7.96875 (1) 33,158 — — — 33,158 Non-tradable warrants Equity $ 14.10 March 2021 5,000 — — — 5,000 Non-tradable warrants Equity $ 21.15 March 2021 8,333 — — — 8,333 Non-tradable warrants Equity $ 7.7895 June 2021 15,000 — — — 15,000 Non-tradable pre-funded warrants Equity $ 0.15 none 86,167 — (33,333) — 52,834 Non-tradable warrants Equity $ 6.375 (2) 4,432,962 — — (4,432,962) (3) — Non-tradable warrants Equity $ 1.600 December 2022 — 1,806,104 (3) — 1,806,104 Non-tradable pre-funded warrants Equity $ 0.15 none 262,068 — (187,451) 74,617 Non-tradable warrants Equity $ 2.00 September 2023 — 109,585 — 109,585 Non-tradable pre-funded warrants Equity $ 0.0001 none — 24,750,000 (23,500,000) 1,250,000 Non-tradable warrants Equity $ 0.20 November 2024 — 55,000,000 (13,963,000) 41,037,000 Non-tradable warrants Equity $ 0.250 November 2024 — 2,521,875 — 2,521,875 Non-tradable warrants Equity $ 0.287 December 2024 — 7,163,324 (3,581,662) 3,581,662 Non-tradable warrants Equity $ 0.43625 December 2024 — 716,332 716,332 Non-tradable warrants Equity $ 0.298 December 2024 — 6,939,432 (3,469,716) 3,469,716 Non-tradable warrants Equity $ 0.45030 December 2024 — 693,943 — 693,943 5,725,506 100,093,429 (44,735,162) (5,096,129) 55,987,644 (1) These preferred stock warrants expired on the earlier of (A) the one-month anniversary of the date on which the Company publicly releases topline results of the INSPIRE Pivotal phase 3 that compare the overall survival (OS) of patients in the rigosertib group vs the Physician’s Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019. These preferred stock warrants may be exercised on a cashless basis in certain circumstances specified therein. (2) These preferred stock warrants expire on the 18-month anniversary of June 8, 2018, the date on which the Company publicly announced through the filing of a Current Report on Form 8-K that a Certificate of Amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 250,000,000, was filed with the Secretary of State of the State of Delaware. These preferred stock warrants may be exercised on a cashless basis in certain circumstances specified therein. (3) In September 2019, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to sell an aggregate of 2,198,938 shares of its common stock in a registered direct offering. The investors in this offering were holders of the Company’s warrants to purchase shares of its convertible preferred stock. The Company also entered into a warrant amendment with each investor pursuant to which, for each share of common stock purchased by the investor in the offering, the Company would amend one outstanding warrant with an exercise price of $6.69375 per common share held by the investor and/or one outstanding warrant with an exercise price of $6.375 per common share held by the investor, as applicable, to reduce the exercise price to $1.60 per common share and to extend the term of the warrants to December 31, 2022. The price for amending one outstanding warrant was $0.125 per share (on an as-converted basis per share of common stock). 270,333 of the warrants with an exercise price of $6.69375 were not amended and expired on December 31, 2019. 2,626,858 of the warrants with an exercise price of $6.375 were not amended and expired on December 8, 2019. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss Per Share of Common Stock | |
Net Loss Per Share of Common Stock | 5. Net Loss Per Share of Common Stock The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 Basic and diluted net loss per share of common stock: Net loss attributable to Onconova Therapeutics, Inc. $ (21,503,000) $ (20,573,000) Weighted average shares of common stock outstanding 14,384,476 4,124,073 Net loss per share of common stock—basic and diluted $ (1.49) $ (4.99) The following potentially dilutive securities outstanding at December 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive (reflects the number of common shares as if the dilutive securities had been converted to common stock): December 31, 2019 2018 Warrants 54,609,799 5,725,506 Stock options 994,453 379,328 55,604,252 6,104,834 The company completed several securities offerings in November and December 2019. Common stock outstanding at December was 11,167,352. The company completed an offering of 27,662,518 common shares in January 2020. Also, during January and February 2020, the Company issued 28,426,200 common shares related to warrant exercises. Common stock outstanding at February 29, 2020 was 167,256,070 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue. | |
Revenue | 6. Revenue The Company recognized revenue under its license and collaboration agreements with SymBio, HanX, Pint and STA as follows (See Note 14): Year ended December 31, 2019 2018 Symbio Upfront license fee recognition over time $ 227,000 $ 398,000 Supplies 55,000 61,000 HanX - rigosertib Upfront license payment recognized at a point in time 1,751,000 — HanX - ON123300 Upfront license payment recognized at a point in time — 450,000 Pint Upfront license payment recognized at a point it time — 319,000 Knight Upfront license payment recognized at a point it time 100,000 — STA Upfront license payment recognized at a point it time 50,000 — $ 2,183,000 $ 1,228,000 Deferred revenue is as follows: Symbio Upfront Payment Deferred balance at December 31, 2018 $ 4,148,000 Recognition to revenue 227,000 Deferred balance at December 31, 2019 $ 3,921,000 See Note 14, “License and Collaboration Agreements,” for a further discussion of the agreements with SymBio, HanX, Pint and STA. |
Balance Sheet Detail
Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Detail | |
Balance Sheet Detail | 7. Balance Sheet Detail Prepaid expenses and other current assets are as follows: December 31, 2019 2018 Research and development $ 321,000 $ 415,000 Manufacturing 25,000 111,000 Insurance 164,000 166,000 Other 140,000 68,000 $ 650,000 $ 760,000 Accrued expenses and other current liabilities are as follows: December 31, 2019 2018 Research and development $ 2,016,000 $ 2,285,000 Employee compensation 1,537,000 1,650,000 Professional fees 242,000 225,000 Other — 13,000 $ 3,795,000 $ 4,173,000 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. On January 5, 2016, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor providing for the issuance and sale by the Company of 12,912 shares of Common Stock, at a purchase price of $142.50 per share and warrants to purchase up to 6,456 shares of Common Stock (the “Warrants”) for aggregate gross proceeds of $1,840,000. The Company has classified the warrants as a liability (see Note 4). The estimated fair value using the Black-Scholes pricing model was approximately $0 at December 31, 2019 and 2018. On July 29, 2016 the Company closed on a Rights Offering, issuing 239,986 shares of Common Stock, 212,801 Tradable Warrants and 43,760 Pre-Funded Warrants. The Tradable Warrants are exercisable for a period of five years for one share of Common Stock at an exercise price of $73.80 per share. After the one-year anniversary of issuance, the Company may redeem the Tradable Warrants for $0.001 per Tradable Warrant if the volume weighted average price of its Common Stock is above $184.50 for each of 10 consecutive trading days. The Company has classified the Tradable Warrants as a liability (see Note 5). The Tradable Warrants have been listed on the Nasdaq Capital Market since issuance and the Company regularly monitors the trading activity. The Company has determined that an active and orderly market for the Tradable Warrants has developed and that the Nasdaq Capital Market price is the best indicator of fair value of the warrant liability. The quoted market price was used to determine the fair value at December 31, 2019 and 2018. The Company estimated the fair value of the non-tradable warrant liability at December 31, 2019 using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate 1.59 % Expected volatility 105.64 % Expected term years Expected dividend yield 0 % Expected volatility is based on the historical volatility of the Company’s common stock since its IPO in July 2013. The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018: Fair Value Measurement as of: December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Balance Level 1 Level 2 Level 3 Balance Tradable warrants liability $ 113,000 $ — $ — $ 113,000 $ 176,000 $ — $ — $ 176,000 Non-tradable warrants liability — — — — — — — — Total $ 113,000 $ — $ — $ 113,000 $ 176,000 $ — $ — $ 176,000 There were no transfers between Level 1 and Level 2 in any of the periods reported. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company accounts for income taxes under FASB ASC 740 (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income taxes have been based on the following income (loss) before income tax expense: December 31, 2019 2018 Domestic $ (21,527,000) $ (20,579,000) Foreign 34,000 52,000 $ (21,493,000) $ (20,534,000) The provision for income taxes consists of the following: December 31, 2019 2018 Current US Federal $ — $ — State and Local — — Foreign 10,000 13,000 Total Current $ 10,000 $ 13,000 Deferred US Federal $ — $ (137,000) State and Local — — Foreign — — Total Deferred $ — $ (137,000) Total (Benefit) Expense $ 10,000 $ (124,000) As of December 31, 2019, the Company had federal net operating loss (“NOL”) carry forwards of $252,792,000, state NOL carry forwards of $210,231,000 and research and development tax credit carry forwards of $84,990,000. which may be available to reduce future taxable income. There are $210,490,000 of federal NOLs that were generated in tax periods prior to 2018 that will begin to expire at various dates starting in 2022 and ending in 2037. The NOLs that were generated in 2018 and 2019 of $42,293,000 will carry forward indefinitely and not expire pursuant to changes in tax laws but will be limited in a single tax year to 80 percent of federal taxable income. The state NOL carry forwards will begin to expire at various dates starting in 2025. The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. The Company believes such a change occurred and may impact available net operating losses and carry over research credits generated. The Company has not performed any detailed analysis as it expects these to expire before utilization and has provided for a full valuation allowance. The Company will complete a full Section 382 and 383 analysis prior to any utilization of any NOL and tax credit carry forwards. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. The Company recognized no material adjustment for unrecognized income tax benefits. Through December 31, 2019, the Company had no unrecognized tax benefits or related interest and penalties accrued. The principal components of the Company’s deferred tax assets are as follows: December 31, 2018 2017 Deferred tax assets: Net operating loss carryovers $ 69,640,000 $ 57,557,000 R&D tax credits 84,899,000 79,725,000 Non-qualified stock options 4,969,000 5,355,000 Deferred revenue 1,133,000 1,242,000 Charitable contributions 4,000 4,000 Accrued expenses 429,000 407,000 Fixed assets 88,000 85,000 Deferred tax assets 161,162,000 144,375,000 Less valuation allowance (161,025,000) (144,375,000) Net deferred tax assets $ 137,000 $ 137,000 ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance against its deferred tax assets at December 31, 2019 and 2018, respectively, except for the refundable AMT credit. The Company experienced a net change in valuation allowance of $9,086,000 and $7,564,000 for the years ended December 31, 2019 and 2018, respectively. A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, 2019 2018 Federal income tax expense at statutory rate 21.0 % 21.0 % Permanent items (0.1) 1.4 State income tax, net of federal benefit 9.0 6.9 Tax credits 12.3 12.2 Change in valuation allowance (42.3) (36.6) Other — (4.3) Effective income tax rate (0.1) % 0.6 % |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | 10. Stock‑Based Compensation The 2007 Equity Compensation Plan as amended (the “2007 Plan”), amended, restated and renamed the Company’s 1999 Stock Based Compensation Plan (the “1999 Plan”), which provided for the granting of incentive and nonqualified stock options and restricted stock to its employees, directors and consultants at the discretion of the board of directors. The 2013 Equity Compensation Plan (the “2013 Plan”), amended, restated and renamed the 2007 Plan. Under the 2013 Plan, the Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, deferred share awards, performance awards and other equity-based awards to employees, directors and consultants. The Company initially reserved 40,718 shares of Common Stock for issuance, subject to adjustment as set forth in the 2013 Plan. The 2013 Plan included an evergreen provision, pursuant to which the maximum aggregate number of shares that may be issued under the 2013 Plan is increased on the first day of each fiscal year by the lesser of (a) a number of shares equal to four percent (4%) of the issued and outstanding Common Stock of the Company, without duplication, (b) 13,333 shares and (c) such lesser number as determined by the Company’s board of directors, subject to specified limitations. The 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”) was unanimously approved by the Company’s Board of Directors on May 24, 2018 and was approved by the Company’s stockholders on June 27, 2018. The 2018 Plan replaces the 2013 Plan. Upon stockholders’ approval of the 2018 Plan, no further awards will be made under the 2013 Plan. Awards granted under the 2013 Plan will continue in effect in accordance with the terms of the applicable award agreement and the terms of the 2013 Plan in effect when the awards were granted. Under the 2018 Plan, the Company may grant incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants, and advisors. The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2018 Plan is 402,354, which is equal to the sum of (i) 400,000 shares of the Company’s common stock, plus (ii) 2,354 shares, which is the number of shares of the Company common stock reserved for issuance under the 2013 Plan that remained available as of the effective date of the 2018 Plan. In addition, the number of shares of common stock subject to outstanding awards under the 2013 Plan that terminate, expire, or are cancelled, forfeited, exchanged, or surrendered without having been exercised, vested, or paid in shares under the 2013 Plan after the effective date of the 2018 Plan will be available for issuance under the 2018 Plan. The 2018 Plan was amended and restated following unanimous approval of the Company’s Board of Directors on April 24, 2019 and was approved by the Company’s shareholders on June 17, 2019. The amended 2018 Plan (the “Amended Plan”) allowed for an additional 589,500 shares of the Company’s common stock that may be issued under the Amended Plan with respect to awards made on and after June 17, 2019. At December 31, 2019, there were 59,731 shares available for future issuance. Stock-based compensation expense includes stock options granted to employees and non-employees and has been reported in the Company’s statements of operations and comprehensive loss in either research and development expenses or general and administrative expenses depending on the function performed by the optionee. No net tax benefits related to the stock-based compensation costs have been recognized since the Company’s inception. The Company recognized stock-based compensation expense as follows for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 General and administrative $ 721,000 $ 589,000 Research and development 327,000 507,000 $ 1,048,000 $ 1,096,000 A summary of stock option activity for the six months ended December 31, 2019 is as follows: Options Outstanding Weighted Weighted- Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Term (in years) Value Balance, December 31, 2018 95,264 379,328 $ 76.33 9.19 $ 0 Authorized 589,500 — Granted (669,998) 669,998 $ 0.59 9.93 Exercised — — $ — Forfeitures (44,965) (54,873) $ 38.87 Balance, December 31, 2019 59,731 994,453 $ 27.37 $ 0 Vested or expected to vest, December 31, 2019 963,447 $ 106.58 $ 0 Exercisable at December 31, 2019 245,523 $ 106.58 $ 0 Information with respect to stock options outstanding and exercisable at December 31, 2019 is as follows: Exercise Price Shares Exercisable $0.31 — $3.39 - $3.72 51,988 7,000 $4.34 - $7.05 269,913 174,700 $16.35 - $97.50 48,133 44,428 $222.00 - $225.00 1,871 1,871 $348.00 - $597.00 4,867 4,866 $651.00 - $1,129.50 5,426 5,413 $1,992.00 - $2,268.00 6,910 6,910 $4,156.50 - $4,371.00 335 335 994,453 245,523 Options granted after April 23, 2013 The Company accounts for all stock‑based payments made after April 23, 2013 to employees and directors using an option pricing model for estimating fair value. Accordingly, stock‑based compensation expense is measured based on the estimated fair value of the awards on the date of grant, net of forfeitures. Compensation expense is recognized for the portion that is ultimately expected to vest over the period during which the recipient renders the required services to the Company using the straight‑line single option method. In accordance with authoritative guidance, the fair value of non-employee stock-based awards is re‑measured as the awards vest, and the resulting increase in fair value, if any, is recognized as expense in the period the related services are rendered. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s Common Stock, assumptions related to the expected price volatility of the Common Stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s stock. As of December 31, 2019, there was $704,000 of unrecognized compensation expense related to the unvested stock options issued from April 24, 2013 through December 31, 2019, which is expected to be recognized over a weighted-average period of approximately 2.52 years. The weighted-average assumptions underlying the Black-Scholes calculation of grant date fair value include the following: Year ended December 31, 2019 2018 Risk-free interest rate 1.77 % 2.84 % Expected volatility 103.01 % 79.42 % Expected term years 5.94 years Expected dividend yield 0 % 0 % Weighted average grant date fair value $ 0.44 $ 1.18 The weighted-average valuation assumptions were determined as follows: · Risk-free interest rate: The Company based the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. · Expected term of options: Due to its lack of sufficient historical data, the Company estimates the expected life of its employee stock options using the “simplified” method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option. · Expected stock price volatility: Expected volatility is based on the historical volatility of the Company’s Common Stock since its IPO in July 2013. · Expected annual dividend yield: The Company has never paid, and does not expect to pay, dividends in the foreseeable future. Accordingly, the Company assumed an expected dividend yield of 0.0%. · Estimated forfeiture rate: The Company’s estimated annual forfeiture rate on stock option grants was 4.14% in 2019 and 2018, based on the historical forfeiture experience. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plan | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company has a 401(k) Retirement Savings Plan. Employees are eligible to participate in the plan as soon as they join the Company if they are at least 21 years of age and work a minimum of 1,000 hours per year. The Company matches $0.75 for every dollar of the first 6% of payroll that employees invest, up to the legal limit. Employer contributions vest immediately. For the years ended December 31, 2019 and 2018, the Company contributed $135,000 and $224,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Operating leases In January 2007, the Company entered into a lease for 8,100 square feet of office and lab space in Newtown, Pennsylvania, and in October 2009, the Company and the landlord amended the lease to add three additional one-year options to extend the lease term. In November 2013 the Company renewed the lease for the period April 1, 2014 to March 31, 2015, for rent of $11,000 per month. In December 2014 the Company renewed the lease for the period April 1, 2015 to March 31, 2016, for rent of $11,500 per month. In November 2015 the Company renewed the lease for the period April 1, 2016 to March 31, 2017, for rent of $11,900 per month. In September 2012, the Company sub-leased an additional 1,356 square feet of office space. The lease was renewed through February 28, 2017 for rent of $1,600 per month. In February 2017, the Company combined the leases and renewed the lease for the combined space for the period March 1, 2017 to February 28, 2018, for rent of $13,800 per month. The Company renewed the lease for the combined space for the period March 1, 2018 to February 28, 2019, for rent of $14,200 per month. The Company renewed the lease for the combined space for the period March 1, 2019 to February 28, 2020, for rent of $14,700 per month. The Company renewed the lease for the combined space for the period March 1, 2020 to February 28, 2021, for rent of $15,100 per month. Future minimum lease payments under these non-cancellable leases having terms in excess of one year as of December 31, 2019 are as follows: December 31, 2019 2020 $ 180,000 2021 30,000 Total minimum lease payments $ 210,000 Net rent expense was $158,000 and $165,000 for the years ended December 31, 2019 and 2018, respectively. Employment agreements The Company has entered into employment agreements with certain of its executives. The agreements provide for, among other things, salary, bonus and severance payments. |
Research Agreements
Research Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Research Agreements | |
Research Agreements | 13. Research Agreements The Company has entered into various licensing and right‑to‑sublicense agreements with educational institutions for the exclusive use of patents and patent applications, as well as any patents that may develop from research being conducted by such educational institutions in the field of anticancer therapy, genes and proteins. Results from this research have been licensed to the Company pursuant to these agreements. Under one of these agreements with Temple University (“Temple”), the Company is required to make annual maintenance payments to Temple and royalty payments based upon a percentage of sales generated from any products covered by the licensed patents, with minimum specified royalty payments. As no sales had been generated through December 31, 2019 under the licensed patents, the Company has not incurred any royalty expenses related to this agreement. In addition, the Company is required to pay Temple a percentage of any sublicensing fees received by the Company. No sublicense fees were incurred during 2019 or 2018. |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2019 | |
License and Collaboration Agreements | |
License and Collaboration Agreements | 14. License and Collaboration Agreements SymBio Agreement In July 2011, the Company entered into a license agreement with SymBio, which has been subsequently amended, granting SymBio an exclusive, royalty-bearing license for the development and commercialization of rigosertib in Japan and Korea. Under the SymBio license agreement, SymBio is obligated to use commercially reasonable efforts to develop and obtain market approval for rigosertib inside the licensed territory and the Company has similar obligations outside of the licensed territory. The Company has also entered into an agreement with SymBio providing for it to supply SymBio with development-stage product. Under the SymBio license agreement, the Company also agreed to supply commercial product to SymBio under specified terms that will be included in a commercial supply agreement to be negotiated prior to the first commercial sale of rigosertib. The supply of development-stage product and the supply of commercial product will be at the Company’s cost plus a defined profit margin. Sales of development-stage product have been de minimis. The Company has additionally granted SymBio a right of first negotiation to license or obtain the rights to develop and commercialize compounds having a chemical structure similar to rigosertib in the licensed territory. Under the terms of the SymBio license agreement, the Company received an upfront payment of $7,500,000 in 2011. The Company is eligible to receive milestone payments of up to an aggregate of $22,000,000 from SymBio upon the achievement of specified development and regulatory milestones for specified indications. Of the regulatory milestones, $5,000,000 is due upon receipt of marketing approval in the United States for rigosertib IV in higher-risk MDS patients, $3,000,000 is due upon receipt of marketing approval in Japan for rigosertib IV in higher-risk MDS patients, $5,000,000 is due upon receipt of marketing approval in the United States for rigosertib oral in lower-risk MDS patients, and $5,000,000 is due upon receipt of marketing approval in Japan for rigosertib oral in lower-risk MDS patients. Furthermore, upon receipt of marketing approval in the United States and Japan for an additional specified indication of rigosertib, which the Company is currently not pursuing, an aggregate of $4,000,000 would be due. In addition to these pre‑commercial milestones, the Company is eligible to receive tiered milestone payments based upon annual net sales of rigosertib by SymBio of up to an aggregate of $30,000,000. Further, under the terms of the SymBio license agreement, SymBio will make royalty payments to the Company at percentage rates ranging from the mid‑teens to 20% based on net sales of rigosertib by SymBio. Royalties will be payable under the SymBio agreement on a country‑by‑country basis in the licensed territory, until the later of the expiration of marketing exclusivity in those countries, a specified period of time after first commercial sale of rigosertib in such country, or the expiration of all valid claims of the licensed patents covering rigosertib or the manufacture or use of rigosertib in such country. If no valid claim exists covering the composition of matter of rigosertib or the use of or treatment with rigosertib in a particular country before the expiration of the royalty term, and specified competing products achieve a specified market share percentage in such country, SymBio’s obligation to pay the Company royalties will continue at a reduced royalty rate until the end of the royalty term. In addition, the applicable royalties payable to the Company may be reduced if SymBio is required to pay royalties to third‑parties for licenses to intellectual property rights necessary to develop, use, manufacture or commercialize rigosertib in the licensed territory. The license agreement with SymBio will remain in effect until the expiration of the royalty term. However, the SymBio license agreement may be terminated earlier due to the uncured material breach or bankruptcy of a party, or force majeure. If SymBio terminates the license agreement in these circumstances, its licenses to rigosertib will survive, subject to SymBio’s milestone and royalty obligations, which SymBio may elect to defer and offset against any damages that may be determined to be due from the Company. In addition, the Company may terminate the license agreement in the event that SymBio brings a challenge against it in relation to the licensed patents, and SymBio may terminate the license agreement without cause by providing the Company with written notice within a specified period of time in advance of termination. The Company assessed the SymBio arrangement in accordance with ASC 606 and determined that its performance obligations under the SymBio agreement include the exclusive, royalty‑bearing, sublicensable license to rigosertib, the research and development services to be provided by the Company and its obligation to serve on a joint committee. The Company concluded that the license was not distinct since it was of no benefit to SymBio without the ongoing research and development services and that, as such, the license and the research and development services should be bundled as a single performance obligation. Since the provision of the license and research and development services are considered a single performance obligation, the $7,500,000 upfront payment is being recognized as revenue ratably through December 2037, the expected period over which the Company expects the research and development services to be performed as the services are performed. SymBio’s purchases of rigosertib as development-stage product or for commercial requirements represent options under the agreement and revenues are therefore recognized when control of the product is transferred, which is typically when shipped. If SymBio orders the supplies from the Company, the Company expects the pricing for this supply to equal its third‑party manufacturing cost plus a pre‑negotiated percentage, which will not result in a significant incremental discount to market rates. In January 2018, the agreement was amended to provide SymBio a discount of 35% on future purchases, limited to a cumulative total amount of $300,000. HanX ON 123300 Agreement In December 2017, the Company entered into a license and collaboration agreement with HanX, a company focused on development of novel oncology products, for the further development, registration and commercialization of ON 123300 in Greater China. ON 123300 is a preclinical compound which the Company believes has the potential to overcome the limitations of current generation CDK 4/6 inhibitors. The key feature of the collaboration is that HanX provides all funding required for future Chinese IND enabling studies performed for Chinese Food and Drug Administration IND approval. The Company and HanX also intended for these studies to comply with the FDA standards. Accordingly, such studies may be used by the company for an IND filing with the FDA. The Chinese IND was approved in January 2020. The company plans to file a US IND related to 123300 after obtaining the required manufacturing data. The cGMP manufacturer for ON 123300 has been identified and qualified. It is anticipated that the cGMP API would be available in 4-6 months. Subsequently, the drug product will be manufactured with an anticipated filing of an IND in Q4 of 2020. The Company maintains the global rights outside of China. Pursuant to the agreement, the Company received a $450,000 upfront payment on April 11, 2018. If the compound receives regulatory approval and is commercialized, the Company would receive regulatory and commercial milestone payments, as well as royalties on sales in the Greater China territory. The Company assessed the HanX arrangement for revenue recognition in accordance with ASC 606 and determined that the license was distinct and that control of the license had been transferred during the first quarter of 2018. As such, the Company recognized the $450,000 allocated to the license in the quarter ended March 31, 2018. Pint Agreement On March 2, 2018, the Company entered into a License, Development and Commercialization Agreement (the “Pint License Agreement”) and a Securities Purchase Agreement (the “Pint Securities Purchase Agreement”) with Pint. Under the terms of the Pint License Agreement, the Company granted Pint an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and commercialize any pharmaceutical product (the “Pint Licensed Product”) containing rigosertib in all uses of rigosertib in humans in Latin American countries (the “Pint Territory,” including Argentina, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, French Guiana, British Guiana, Suriname, Guatemala, Haiti, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Uruguay and Venezuela). Pint agreed to make an upfront equity investment in the Company’s common stock. In addition, the Company could receive up to $41.5 million in additional regulatory, development and sales-based milestone payments, an additional equity investment, as well as tiered, double digit royalties based on net aggregate net sales in the Pint Territory. Pint and the Company have also agreed to enter into a supply agreement providing for Pint purchasing rigosertib and the Pint Licensed Product from the Company within 90 days of the FDA approval of an a New Drug Application (“NDA”) for the Pint Licensed Product. Pint may terminate the Pint License Agreement in whole (but not in part) at any time upon 45 days’ prior written notice. The Pint License Agreement also contains certain provisions for termination by either party in the event of breach of the Pint License Agreement by the other party, subject to a cure period, or bankruptcy of the other party. Under the terms of the Pint Securities Purchase Agreement, Pint agreed to make an upfront equity investment in the Company at a specified premium to the Company’s share price. Pursuant to the Pint Securities Purchase Agreement, closing of the upfront equity investment occurred on April 4, 2018 and Pint purchased 54,463 shares of common stock for $1,250,000. The total amount of the premium was $319,000 and this amount was allocated to the license. In addition, under the Pint Securities Purchase Agreement, if the FDA approves the NDA for the Pint Licensed Product, Pint will reimburse the Company for certain research and development expenses. Half of the reimbursement amount will be paid in cash, the other half of the amount will be by an equity investment at a premium to the average of the volume weighted average price of common stock for the ten consecutive trading days ended on the day the FDA approves the NDA. Pursuant to the Pint Securities Purchase Agreement, the common stock purchased by Pint is subject to certain lock-up restrictions and Pint is entitled to certain registration and participation rights. The Company assessed the Pint arrangement for revenue recognition in accordance with ASC 606 and determined that the license was distinct and that control of the license had been transferred during the second quarter of 2018. As such, the Company recognized the $319,000 allocated to the license in the quarter ended June 30, 2018. Knight Agreement In November 2019 (the “Effective Date”), Onconova Therapeutics, Inc. (the “Company”) entered into a Distribution, License and Supply Agreement (the “License Agreement”) with Knight Therapeutics Inc. (“Knight”). Under the terms of the License Agreement, the Company granted Knight (i) a non-exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and manufacture any product (the “Licensed Product”) containing rigosertib for Canada (and Israel should Knight exercise its option) (the “Territory”) and in human uses (the “Field”), and (ii) an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to commercialize the Licensed Product in the Territory and in the Field. Knight has also agreed to obtain from the Company all of Knight’s requirements of the Licensed Products for the Territory, and the Company has agreed to supply Knight with all of its requirements of the Licensed Products. The Company may, at its discretion, use the services of a contract manufacturer to manufacture and package the Licensed Products. In addition, the Company has granted Knight an exclusive right of first refusal with respect to all or any part of the Territory, to store, market, promote, sell, offer for sale and/or distribute any ROFR Products. As used in the License Agreement, “ROFR Products” means all products other than the Licensed Product that are owned, licensed, or controlled by the Company as of the Effective Date and all improvements thereto. The Company received an upfront payment of $100,000 and is eligible to receive clinical, regulatory and sales-based milestone payments up to CAD 33.95 million. The Company is also eligible to receive tiered double-digit royalties based on net sales in the Territory. The License Agreement is for a term of 15 years from the launch on a country by country basis in the Territory and contains customary provisions for termination by either party in the event of breach of the License Agreement by the other party (subject to a cure period), bankruptcy of the other party, or challenges to the patents by any sublicensee or assignee. The Company assessed the Knight License Agreement for revenue recognition in accordance with ASC 606 and determined that the license was distinct and that control of the license had been transferred during the fourth quarter of 2019. As such, the Company recognized the $100,000 allocated to the license in the quarter ended December 31, 2019. Specialised Therapeutics Asia Pte. Ltd. Agreement On December 18, 2019 (the “Effective Date”), Onconova Therapeutics, Inc. (the “Company”) entered into a Distribution, License and Supply Agreement (the “License Agreement”) with Specialised Therapeutics Asia Pte. Ltd. (“Licensee”). Under the terms of the License Agreement, the Company granted Licensee (i) a non-exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and manufacture any product (the “Licensed Product”) containing rigosertib for Australia and New Zealand (the “Territory”) and in human uses (the “Field”), and (ii) an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to commercialize the Licensed Product in the Territory and in the Field. Licensee has also agreed to obtain from the Company all of Licensee’s requirements of the Licensed Products for the Territory, and the Company has agreed to supply Licensee with all of its requirements of the Licensed Products. The Company may, at its discretion, use the services of a contract manufacturer to manufacture and package the Licensed Products. There was an upfront fee of $50,000 and the Company may be entitled to receive clinical, regulatory and sale-based milestone payments up to $30.55 million. The Company may also be entitled to receive tiered double-digit royalties based on net sales in the Territory. The License Agreement is for a term of 15 years from the launch on a country by country basis in the Territory and contains customary provisions for termination by either party in the event of breach of the License Agreement by the other party (subject to a cure period), bankruptcy of the other party, or challenges to the patents by any sublicensee or assignee. The Company assessed the License Agreement for revenue recognition in accordance with ASC 606 and determined that the license was distinct and that control of the license had been transferred during the fourth quarter of 2019. As such, the Company recognized the $50,000 allocated to the license in the quarter ended December 31, 2019. HanX Rigosertib Agreement (terminated) On May 10, 2019, the Company entered into a License and Collaboration Agreement (the “HanX License Agreement”) with HanX and two Securities Purchase Agreements (the “HanX Securities Purchase Agreements”), one with HanX and the other with an affiliate of HanX. Under the terms of the HanX License Agreement, the Company granted HanX an exclusive, royalty-bearing license, with the right to sublicense, to study and commercialize rigosertib in greater China (the “HanX Territory,” including the People’s Republic of China, Hong Kong, Macau and Taiwan). In exchange for these rights, the agreement required HanX to make upfront payments to the Company totaling $4 million, including a $2.0 million upfront fee and an investment totaling $2.0 million to purchase shares of the Company at a premium to market. HanX was also required to dedicate $2.0 million in local currency, to be placed in escrow, for clinical development expenses in the HanX Territory. In addition, the agreement provided for potential payments to the Company for regulatory, development and sales-based milestone payments up to $45.5 million and tiered royalties up to double digits on net sales in in the HanX Territory. The Company would supply rigosertib for sale in the HanX Territory. The HanX License Agreement also contained certain provisions for termination by either party in the event of breach of the HanX License Agreement by the other party, subject to a cure period, or bankruptcy of the other party. Under the terms of the HanX Securities Purchase Agreement, HanX and its affiliate agreed to make upfront equity investments in the Company at a specified premium to the Company’s share price. The common stock purchased by HanX and its affiliates is subject to certain lock-up restrictions and HanX and its affiliates are entitled to certain registration and participation rights. The Company assessed the HanX License Agreement for revenue recognition in accordance with ASC 606 and determined that there are two distinct performance obligations: the license and the supply of rigosertib for sale in the HanX Territory. The Company concluded that control of the license had been transferred to HanX during the three months ended June 30, 2019 and recognized license revenue of $1.7 million, which is net of applicable taxes withheld by the Chinese government, related to the $2.0 million upfront fee. The Company believes a portion of the tax being withheld by the Chinese government may be recoverable at a later date and could be recognized as license revenue if and when recovered by the Company. The $1.7 million was recorded as a receivable at June 30, 2019 and the payment was received in August 2019. Pursuant to the HanX Securities Purchase Agreements, closing of one of the upfront equity investments occurred on May 15, 2019 when an affiliate of HanX purchased 103,520 shares of common stock for $0.5 million. The total amount of the premium was $0.1 million and this amount was recognized as license revenue during the three months ended June 30, 2019. The remaining upfront equity investments represent equity-classified forward contracts for the purchase of the Company’s equity at a pre-determined price. The premium of the future equity purchase from HanX as of the contract date of $0.2 million was recognized as license revenue during the three months ended June 30, 2019 and was included in other current assets, pending receipt of payment. On July 9, 2019, the Company extended the deadline for payments under the HanX License Agreement and the HanX Securities Purchase Agreements. On August 8, 2019 Onconova received the non-refundable license fee from HanX. On August 14, 2019, the Company further extended the deadline of HanX’s remaining upfront payments relating to its equity investment in the Company while HanX continued to seek Chinese regulatory approval for such equity investment. In December 2019, the Company reassessed the likelihood of receiving the $0.2 million premium on the equity investment previously recorded as revenue. The Company reversed the $0.2 million revenue in December 2019. On January 16, 2020, the Company determined HanX did not fulfill its obligations under the License Agreement and, in accordance with the terms of the License Agreement, the License Agreement was deemed to be void ab initio. Upon this termination, the rights to Product in the Territory reverted to the Company in accordance with the terms of the License Agreement. In addition, the Securities Purchase Agreements terminated automatically effective upon the termination of the License Agreement in accordance with the Securities Purchase Agreements. |
Preclinical Collaboration _ Non
Preclinical Collaboration / Non-controlling Interest | 12 Months Ended |
Dec. 31, 2019 | |
Preclinical Collaboration / Non-controlling Interest | |
Preclinical Collaboration / Non-controlling Interest | 15. Preclinical Collaboration In December 2012, the Company agreed to form GBO, an entity owned by the Company and GVK. The purpose of GBO was to collaborate on and develop two programs through filing of an investigational new drug application and/or conducting proof of concept studies using the Company’s technology platform. During 2013, GVK made an initial capital contribution of $500,000 in exchange for a 10% interest in GBO, and the Company made an initial capital contribution of a sublicense to all the intellectual property controlled by the Company related to the two specified programs in exchange for a 90% interest. Under the terms of the agreement, GVK made additional capital contributions. During November 2014, GVK made an additional capital contribution of $500,000 which increased its interest in GBO to 17.5%. The Company evaluated its variable interests in GBO on a quarterly basis and determined that it was the primary beneficiary. GVK had operational control of GBO and the Company had strategic and scientific control. The two preclinical programs sublicensed to GBO were not developed to clinical stage as initially hoped, and GBO was dissolved in June 2018. The dissolution resulted in a gain of $693,000 to the Company, primarily as a result of forgiveness of GBO payables to GVK. Upon consolidation of GBO, the $693,000 gain and $(163,000) non-controlling interest portion were recorded by the Company in the quarter ended June 30, 2018. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related-Party Transactions | |
Related-Party Transactions | 16. Related‑Party Transactions The Company has entered into a research agreement, as subsequently amended, with the Mount Sinai School of Medicine (“Mount Sinai”), with which a member of its board of directors and a significant stockholder is affiliated. Mount Sinai is undertaking research on behalf of the Company on the terms set forth in the agreements. Mount Sinai, in connection with the Company, will prepare applications for patents generated from the research. Results from all projects will belong exclusively to Mount Sinai, but the Company will have an exclusive option to license any inventions. Payments to Mount Sinai under this research agreement for the years ended December 31, 2019 and 2018 were $325,000 and $351,000, respectively. At December 31, 2019 and 2018, the Company had $150,000 and $88,000 payable to Mount Sinai under this agreement. The Company has entered into a consulting agreement with a member of its board of directors. The board member provides consulting services to the Company on the terms set forth in the agreement. Payments to this board member under this agreement for the years ended December 31, 2019 and 2018 were $132,000 and $132,000, respectively. At December 31, 2019 and December 31, 2018, the Company had $33,000 and $33,000, respectively, payable under this agreement. |
Securities Registrations and Sa
Securities Registrations and Sales Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Securities Registrations and Sales Agreements | |
Securities Registrations and Sales Agreements | 17. Securities Registrations and Sales Agreements February 2018 Offering On February 8, 2018, the Company entered into an underwriting agreement (the “February 2018 Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), relating to the public offering (the “February 2018 Offering”) of 380,500 shares of the Company’s common stock and pre-funded warrants (the “February 2018 Pre-Funded Warrants”) to purchase an aggregate of 196,167 shares of common stock. Each share of common stock or February 2018 Pre-Funded Warrant, as applicable, was sold as a unit with a warrant to purchase Series A Preferred Stock which is convertible to common stock (the “February 2018 Preferred Stock Warrants”). Each February 2018 Preferred Stock Warrant is for one-fifteenth of a share of common stock, on an as converted basis. The combined public offering price was $15.15 per common stock unit or $15.00 per February 2018 Pre-Funded Warrant unit. The Company also granted HCW a 30-day option to purchase up to 86,500 additional shares of common stock at a purchase price of $15.00 per share and February 2018 Preferred Stock Warrants to purchase shares of Series A Preferred Stock convertible into 86,500 shares of common stock at a purchase price of $0.15 per February 2018 Preferred Stock Warrant, less the underwriting discounts and commissions. Prior to closing, HCW exercised this option in full. The offering closed on February 12, 2018. Net proceeds from the offering were approximately $8.7 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The shares of common stock or February 2018 Pre-Funded Warrants, as applicable, and the accompanying February 2018 Preferred Stock Warrants could only be purchased together as a unit in the offering but were issued as separate securities. The February 2018 Pre-Funded Warrants are exercisable immediately at an exercise price of $0.15 per share, may be exercised until they are exercised in full, and may be exercised on a cashless basis in certain circumstances specified therein. The February 2018 Preferred Stock Warrants are exercisable immediately for Series A Preferred Stock at an exercise price of $15.15 per common share, on an as converted basis and will expire on the earlier of (A) the one-month anniversary of the date on which the Company publically releases topline results of the INSPIRE Pivotal phase 3 that compare the overall survival (OS) of patients in the rigosertib group vs the Physician’s Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019. The February 2018 Preferred Stock Warrants may be exercised on a cashless basis in certain circumstances specified therein. HCW acted as sole book-running manager for the offering, which was a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 (Registration No. 333-222374) that was declared effective by the SEC on February 7, 2018. The offering was made only by means of a prospectus forming a part of the effective registration statement. The Company paid HCW a commission equal to 7.0% of the gross proceeds of the offering, a management fee equal to 1.0% of the gross proceeds of the offering and other expenses. As additional compensation, the Company issued warrants to HCW exercisable for shares of Series A Preferred Stock, which are convertible into 33,158 shares of common stock subject to the terms of the Series A Preferred Stock. These warrants have substantially the same terms as the February 2018 Preferred Stock Warrants except that the exercise price per share is equal to $18.9375 per share of common stock, on an as converted basis. On September 24, 2018, in exchange for HCW agreement to provide shareholder advisory services to the Company for a period of three months starting on September 24, 2018, the Company repriced these warrants to an exercise price per share equal to $7.96875 per share of common stock, on an as converted basis. April 2018 Offering On April 27, 2018, the Company entered into an underwriting agreement with HCW relating to the public offering (the “April 2018 Offering”) of 3,105,882 shares of the Company’s common stock and pre-funded warrants (the “May 2018 Pre-Funded Warrants”) to purchase an aggregate of 815,686 shares of common stock. Each share of common stock or May 2018 Pre-Funded Warrant, as applicable, was sold as a unit with a warrant to purchase Series B Preferred Stock which is convertible to common stock (the “May 2018 Preferred Stock Warrants”). Each May 2018 Preferred Stock Warrant is for one-fifteenth of a share of common stock, on an as converted basis. The combined public offering price was $6.375 per common stock unit or $6.225 per May 2018 Pre-Funded Warrant unit. The Company also granted HCW a 30-day option to purchase up to 588,235 additional shares of common stock at a purchase price of $6.225 per share and May 2018 Preferred Stock Warrants to purchase shares of Series B Preferred Stock convertible into 588,235 shares of common stock at a purchase price of $0.15 per May 2018 Preferred Stock Warrant, less the underwriting discounts and commissions. Prior to closing, HCW exercised this option in full. The offering closed on May 1, 2018. Net proceeds from the offering were approximately $25.6 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The shares of common stock or May 2018 Pre-Funded Warrants, as applicable, and the accompanying May 2018 Preferred Stock Warrants could only be purchased together as a unit in the offering but were issued as separate securities. The May 2018 Pre-Funded Warrants are exercisable immediately at an exercise price of $0.15 per share, may be exercised until they are exercised in full, and may be exercised on a cashless basis in certain circumstances. The May 2018 Preferred Stock Warrants are exercisable immediately for Series B Preferred Stock at an exercise price of $6.375 per common share, on an as converted basis and will expire on the 18-month anniversary of June 8, 2018, the date on which the Company publicly announced through the filing of a Current Report on Form 8-K that a Certificate of Amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 250,000,000, was filed with the Secretary of State of the State of Delaware. The May 2018 Preferred Stock Warrants may be exercised on a cashless basis in certain circumstances. HCW acted as sole book-running manager for the offering, which was a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 (Registration No. 333-224315) that was declared effective by the SEC on April 26, 2018. The offering was made only by means of a prospectus forming a part of the effective registration statement. The Company paid HCW a commission equal to 8.0% of the gross proceeds of the offering, a management fee equal to 1.0% of the gross proceeds of the offering and other expenses. In connection with the February 2018 Offering, the Company agreed to certain restrictions (the “Company Lock-Up”) set forth in Section 5(j) of the February 2018 Underwriting Agreement. The Company Lock-Up, among other items, prohibited the Company, during a period of one hundred and thirty-five (135) days from February 8, 2018, without the prior written consent of HCW, from offering or selling any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. In order to receive HCW’s waiver of the Company Lock-Up, in connection with the April 2018 Offering, on April 16, 2018, the Company entered into a Lock-Up Waiver Agreement (the “Lock-Up Waiver Agreement”) with HCW and certain holders of the February 2018 Preferred Stock Warrants, pursuant to which (i) HCW waived the Company Lock-Up solely with respect to the April 2018 Offering, and (ii) the Company agreed to reduce the exercise price of the February 2018 Preferred Stock Warrants such that the exercise price of the February 2018 Preferred Stock Warrants shall be equal to 105% of the public offering price of common stock sold in the April 2018 Offering (but only to the extent that such public offering price is lower than the current exercise price of the February 2018 Preferred Stock Warrants) and that such repricing shall be effective concurrently with the closing of the April 2018 Offering. This modification of the February 2018 Preferred Stock Warrants was accounted for as an equity issuance cost. In accordance with the Lock-Up Waiver Agreements, the exercise price of the February 2018 Preferred Stock Warrants was repriced from $15.15 per share of common stock, on as converted basis to $6.69375 per share of common stock, on as converted basis, when the April 2018 Offering closed on May 1, 2018. September 2019 Offering On September 23, 2019, the Company entered into securities purchase agreements with certain institutional and accredited investors pursuant to which it agreed to sell an aggregate of 2,198,938 shares of its common stock in a registered direct offering to the investors for gross proceeds of approximately $3.5 million. The purchase price per share of common stock was $1.60 per share. The investors in this offering are holders of the Company’s February 2018 Preferred Stock Warrants and May 2018 Preferred Stock Warrants. The Company also entered into a warrant amendment with each investor pursuant to which, for each share of common stock purchased by the investor in the offering, the Company will amend one outstanding February 2018 Preferred Stock Warrant held by the investor and/or one outstanding May 2018 Preferred Stock Warrant held by the investor, as applicable, to reduce the exercise price of the February 2018 Preferred Stock Warrants and/or May 2018 Preferred Stock Warrants to $1.60 per share (on an as-converted basis per share of common stock) and to extend the term of the February 2018 Preferred Stock Warrants and/or May 2018 Preferred Stock Warrants to December 31, 2022. The price for amending one outstanding February 2018 Preferred Stock Warrant and/or one outstanding May 2018 Preferred Stock Warrant was $0.125 per share (on an as-converted basis per share of common stock). On an as-converted basis per share of common stock, 392,834 February 2018 Preferred Stock Warrants and 1,806,104 May 2018 Preferred Stock Warrants were modified in connection with this offering. The modification of these warrants resulted in an increase in their fair value of approximately $2.1 million, calculated using a Black-Scholes valuation model. This amount was recorded as a cost of the financing in additional paid-in capital because this modification was required to complete the offering. The offering closed on September 25, 2019. Net proceeds from the offering were approximately $3.3 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company also entered into an engagement letter (the “September 2019 HCW Engagement Letter”) with HCW pursuant to which HCW agreed to serve as exclusive placement agent for the offering. The Company agreed to pay HCW $56,000 for non-accountable expenses, and $10,000 for clearing expenses. The Company also agreed to issue to HCW placement agent warrants to purchase up to 109,585 shares of common stock. The placement agent warrants have an exercise price of $2.00 per share of common stock, which equals 125% of the offering price for the shares sold in the registered direct offering. The placement agent warrants will be immediately exercisable and will expire on September 23, 2023. Additionally, the Company granted to HCW, subject to certain conditions, a six-month right of first refusal with respect to additional raises of funds. In addition, if any investor introduced to the Company by HCW participates in a capital raising transaction during the eight months following termination or expiration of the engagement of HCW, the Company agreed to pay to HCW compensation of 8% of the capital provided by such investor. The shares the Company’s common stock subject to the securities purchase agreement were sold pursuant to a prospectus supplement filed with the SEC, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3 (File No. 333-221684) and the base prospectus dated as of December 28, 2017 contained in such Registration Statement. The Company also filed with the SEC amended prospectus supplements relating to the amendments to the February 2018 warrants (pursuant to a registration statement on Form S-1 (Registration No. 333-222374)) and May 2018 warrants (pursuant to a registration statement on Form S-1 (Registration No. 333-224315)). November 2019 Offering On November 21, 2019, the Company priced its public offering of (i) 30,250,000 shares of its common stock and common stock warrants to purchase shares of common stock for an aggregate purchase price of $0.20 per share and common stock warrant and (ii) 24,750,000 pre-funded warrants to purchase one share of common stock and common stock warrants for an aggregate purchase price of $0.1999 per pre-funded warrant and common stock warrant. In total the Company issued 55,000,000 common stock warrants. The common stock warrants have an exercise price of $0.20 per share of common stock, were exercisable upon issuance and expire five years from the date of issuance. Subject to certain ownership limitations, the pre-funded warrants were immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. In connection with the offering, the Company entered into a Securities Purchase Agreement with certain institutional investors. Pursuant to the September 2019 HCW Engagement Letter, HCW served as exclusive placement agent for this offering. In connection with the offering, he Company paid HCW cash fee equal to 7% of the gross proceeds in the offering, management fee equal to 1.0% of the gross proceeds raised in the offering, $50,000 for non-accountable expenses, and $110,000 in legal fees and expenses. The Company also issued to HCW or its designees placement agent warrants to purchase 2,521,875 shares of common stock at an exercise price of $0.25 per share. The placement agent warrants are immediately exercisable and will expire on November 21, 2024. The net proceeds to the Company from the offering were approximately $9.7 million, after deducting placement agent’s fees and other estimated offering expenses payable by the Company. This offering was made pursuant to the Company’s effective registration statement on Form S-1 (Registration No. 333-234360). The offering closed on November 25, 2019. December 6, 2019 Offering On December 6, 2019, the Company entered into definitive securities purchase agreements with institutional investors for the issuance and sale in a registered direct offering of (i) 14,326,648 shares of the Company’s common stock, and (ii) common stock warrants to purchase up to a total of 7,163,324 shares of common stock at an offering price of $0.349 per share and accompanying 0.5 common stock warrant. Each common stock warrant is e exercisable for one share of our common stock at an exercise price of $0.287 per share, is exercisable immediately upon issuance and has a term of five years from the date of issuance. The Company also entered into an Engagement Letter (the “December 2019 HCW Engagement Letter”) with HCW, pursuant to which HCW agreed to serve as exclusive placement agent for the offering. Additionally, the Company granted to HCW, subject to certain conditions, a twelve-month right of first refusal with respect to additional raises of funds by us. In addition, if any investor introduced to us by HCW participates in a capital raising transaction during the eight months following termination or expiration of our engagement of HCW, the Company has agreed to pay to HCW the cash compensation described herein in connection with capital provided by such investor. In connection with the offering, the Company paid HCW an aggregate cash fee equal to 7.0% of the gross proceeds in the offering, management fee equal to 1.0% of the gross proceeds raised in the offering, $85,000 for non-accountable expenses; and $10,000 for clearing fees. The Company also issued to HCW or its designees placement agent warrant to purchase up to 716,332 shares of common stock at an exercise price of $0.43625 per share. The placement agent warrants are immediately exercisable and will expire on December 6, 2024. The net proceeds to us from the offering, after deducting HCW’s placement agent fees and expenses and other estimated offering expenses payable by the Company were approximately $4.4 million. The offering was pursuant to a prospectus dated December 28, 2017, and a prospectus supplement dated as of December 6, 2019 to be filed in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-221684). The offering closed on December 10, 2019. December 17, 2019 Offering On December 17, 2019, the Company entered into definitive securities purchase agreements with institutional investors for the issuance and sale in a registered direct offering of (i) 13,878,864 shares of the Company’s common stock, and (ii) common stock warrants to purchase up to a total of 6,939,432 shares of common stock at an offering price of $0.36026 per share and accompanying 0.5 common stock warrant. Each common stock warrant is e exercisable for one share of our common stock at an exercise price of $0.298 per share, is exercisable immediately upon issuance and has a term of five years from the date of issuance. Pursuant to the December 2019 HCW Engagement Letter, HCW agreed to serve as exclusive placement agent for the offering. In connection with the offering, the Company paid HCW an aggregate cash fee equal to 7.0% of the gross proceeds in the offering, management fee equal to 1.0% of the gross proceeds raised in the offering, $85,000 for non-accountable expenses; and $10,000 for clearing fees. The Company also issued to HCW or its designees placement agent warrant to purchase up to 693,943 shares of common stock at an exercise price of $0.4503 per share. The placement agent warrants are immediately exercisable and will expire on December 17, 2024. The net proceeds to the Company from the offering, after deducting HCW’s placement agent fees and expenses and other estimated offering expenses payable by the Company were approximately $4.4 million. The offering was pursuant to a prospectus dated December 28, 2017, and a prospectus supplement dated as of December 17, 2019 to be filed in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-221684). The offering closed on December 19, 2019. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Event | |
Subsequent Event | 18. Subsequent Events December 31, 2019 Offering On December 31, 2019, the Company entered into definitive securities purchase agreements with institutional investors for the issuance and sale in a registered direct offering of 27,662,518 shares of the Company’s common stock, and (ii) common stock warrants to purchase up to a total of 6,939,432 shares of common stock at an offering price of $0.3615 per share. Pursuant to the December 2019 HCW Engagement Letter, HCW agreed to serve as exclusive placement agent for the offering. In connection with the offering, the Company paid HCW an aggregate cash fee equal to 7.0% of the gross proceeds in the offering, management fee equal to 1.0% of the gross proceeds raised in the offering, $85,000 for non-accountable expenses; and $10,000 for clearing fees. The Company also issued to HCW or its designees placement agent warrant to purchase up to 1,383,126 shares of common stock at an exercise price of $0.4519 per share. The placement agent warrants are immediately exercisable and will expire on December 31, 2023. The net proceeds to the Company from the offering, after deducting HCW’s placement agent fees and expenses and other estimated offering expenses payable by the Company were approximately $9.0 million and were received in January 2020. The offering was pursuant to a prospectus dated December 28, 2017, and a prospectus supplement dated as of December 31, 2019 to be filed in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-221684). The offering closed on January 3, 2020. Warrant Exercises 2020 During the period January 1, 2020 to February 29, 2020, 28,426,200 warrants from the November 2019 offering have been exercised, resulting in proceeds of $5.7 million. HanX Rigosertib Agreement (terminated) The HanX rigosertib agreement was terminated on January 16, 2020. The Company does not expect the termination to have an effect on the Company’s financial statements subsequent to December 31,2019 (see Note 14). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The financial statements include the consolidated accounts of the Company, its wholly‑owned subsidiary, Onconova Europe GmbH, and GBO, which was dissolved in June 2018. All significant intercompany transactions have been eliminated. Certain prior year amounts have been reclassified to conform to current period presentation. All common stock, equity, share and per share amounts in the financial statements and notes have been retroactively adjusted to reflect a one-for-fifteen reverse stock split which was effective September 25, 2018. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of oncology therapeutics. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, other comprehensive income and related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to clinical trial accruals, warrant liability, and allocation of consideration for revenue recognition. The Company bases its estimates on historical experience and other market‑specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Concentrations of Credit Risk and Off Balance Sheet Risk | Concentrations of Credit Risk and Off‑Balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company has no financial instruments with off‑balance sheet risk of loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the accompanying consolidated financial statements for cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values because of the short‑term nature of these accounts. The fair value of the warrant liability is discussed in Note 8, “Fair Value Measurements.” |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the useful life of the asset or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. The following estimated useful lives were used to depreciate the Company’s assets: Estimated Useful Life Lab equipment 5 - 6 years Software 3 years Computer and office equipment 5 - 6 years Leasehold improvements Shorter of the lease term or estimated useful life Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. The Company reviews long‑lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceeds their fair value, which is measured based on the projected discounted future net cash flows generated from the assets. No impairment losses have been recorded through December 31, 2019. |
Warrant Accounting | Warrant Accounting Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. (See Note 4). The Company’s warrants that are classified as liabilities are recorded at fair value. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company has both tradable and non-tradable warrants. At December 31, 2019, the tradable warrants are classified as level 1 liabilities and the Company uses the Nasdaq quoted market price to estimate the fair value of the related derivative warrant liability. The non-tradable warrants are classified as level 3 liabilities and the Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. (See Note 8 for a discussion of the fair value hierarchy). |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company and its U.S. subsidiaries is the U.S. dollar. The functional currency of the Company’s non-U.S. subsidiary is the local currency. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars based on exchange rates at the end of the period. Revenues and expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), which the Company adopted effective January 1, 2018 using the modified retrospective method. There was no material impact to our financial position and results of operations as a result of the adoption. The Company applies ASC 606 to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company derives revenue from collaboration and licensing agreements and from the sale of products associated with material transfer, collaboration and supply agreements. License, Collaboration and Other Revenues The Company enters into licensing and collaboration agreements, under which it licenses certain of its product candidates’ rights to third parties. The Company recognizes revenue related to these agreements in accordance with ASC 606. The terms of these arrangements typically include payment from third parties of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; and royalties on net sales of the licensed product. In determining the appropriate amount of revenue to be recognized as it fulfills its obligation under each of its agreements, the Company performs the five steps described above. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement of personnel costs, discount rates and probabilities of technical and regulatory success. Licensing of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other performance obligations, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front-fees. The Company evaluates the measure of progress each reporting period, and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal will not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensees, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in their period of adjustment. Manufacturing supply services. Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered as options. The Company assesses if these options provide material rights to the licensee and if so, they are accounted for as separate performance obligations. If the Company is entitled to additional payments when the customer exercises these options, any additional payments are recorded when the customer obtains control of the goods, which is upon shipment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some of all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue from its license agreements. |
Research and Development Expenses | Research and Development Expenses Research and development costs are charged to expense as incurred. These costs include, but are not limited to, license fees related to the acquisition of in-licensed products; employee-related expenses, including salaries, benefits and travel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Leases | Leases The Company accounts for leases in accordance with Accounting Standards Codification Topic 842, Leases (ASC 842), which the Company adopted effective January 1, 2019. The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Right of Use (ROU) Assets and Lease Liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, when the implicit rate is not readily determinable. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected the following policy elections on adoption: use of portfolio approach on leases of assets under master service agreements, exclusion of short term leases (term of 12 months or less) on the balance sheet, and not separating lease and non-lease components. At January 1, 2019 and December 31, 2019 the Company had one lease, which was for office space. The lease qualifies for the short term lease exception. Consequently, no ROU Asset or Lease Liability was recorded. The lease payments are being recognized as an expense on a straight-line basis over the lease term. Lease payments for the year ended December 31, 2019 were $175,000. Remaining payments due under the lease at December 31, 2019 are $29,000. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The deferred tax asset primarily includes net operating loss and tax credit carry forwards, accrued expenses not currently deductible and the cumulative temporary differences related to certain research and patent costs, which have been charged to expense in the accompanying statements of operations but have been recorded as assets for income tax purposes. The portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A full valuation allowance has been established against all of the deferred tax assets (see Note 9, “Income Taxes”), as it is more likely than not that these assets will not be realized given the Company’s history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. |
Stock-Based Compensation Expense | Stock‑Based Compensation Expense The Company applies the provisions of FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and non-employees, including employee stock options. Share‑based payment transactions with employees, including grants of employee stock options, are recognized as compensation expense over the requisite service period based on their estimated fair values. ASC 718 also requires significant judgment and the use of estimates, particularly surrounding Black‑Scholes assumptions such as stock price volatility over the option term and expected option lives, as well as expected option forfeiture rates, to estimate the grant date fair value of equity‑based compensation and requires the recognition of the fair value of stock compensation in the statement of operations. |
Clinical Trial Expense Accruals | Clinical Trial Expense Accruals As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2019 and 2018, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. |
Basic and Diluted Net Loss Per Share of Common Stock | Basic and Diluted Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period, excluding the dilutive effects of stock options and warrants. Diluted net loss per share of common stock is computed by dividing the net loss applicable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period plus the potential dilutive effects of stock options and warrants outstanding during the period calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2019 and 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016 and through subsequent amendments, the FASB issued guidance which supersedes much of the previous guidance for leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The guidance was effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors were permitted to recognize and measure leases at the date of adoption using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of the new guidance, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company adopted the guidance in ASC 842 effective January 1, 2019 using the modified retrospective method, which does not require the restatement of prior period amounts. There was no impact to the Company’s financial position and results of operations as a result of the adoption. In August 2018, the FASB issued guidance which changes the disclosure requirements for fair value measurement. The guidance amends the disclosure requirements in ASC Topic 820 by adding, changing, or removing certain disclosures. The guidance is effective for fiscal years beginning after December 15, 2019. The Company believes that the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. The Company is evaluating the impact of the adoption of the standard on its financial statement disclosures. In November 2018, the FASB issued guidance, which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . The guidance, among other items, clarifies that certain transactions between collaborative 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. The guidance is effective for fiscal years beginning after December 15, 2019. The Company believes that the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives used to depreciate the Company's assets | Estimated Useful Life Lab equipment 5 - 6 years Software 3 years Computer and office equipment 5 - 6 years Leasehold improvements Shorter of the lease term or estimated useful life |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Schedule of property and equipment and related accumulated depreciation | December 31, 2019 2018 Laboratory equipment $ 1,037,000 $ 1,037,000 Software 92,000 92,000 Computer and office equipment 409,000 354,000 Leasehold improvements 745,000 745,000 2,283,000 2,228,000 Less accumulated depreciation (2,233,000) (2,219,000) $ 50,000 $ 9,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Schedule of warrants outstanding and warrant activity | Balance Balance Exercise Expiration December 31, Warrants Warrants Warrants December 31, Description Classification Price Date 2018 Issued Exercised Expired 2019 Non-tradable warrants Liability $ 172.50 July 2021 6,456 — — — 6,456 Tradable warrants Liability $ 73.80 July 2021 212,801 — — — 212,801 Non-tradable pre-funded warrants Equity $ 0.15 July 2023 394 — — — 394 Non-tradable warrants Equity $ 6.69375 (1) 663,167 — — (663,167) (3) — Non-tradable warrants Equity $ 1.60 December 2022 — 392,834 (3) — — 392,834 Non-tradable warrants Equity $ 7.96875 (1) 33,158 — — — 33,158 Non-tradable warrants Equity $ 14.10 March 2021 5,000 — — — 5,000 Non-tradable warrants Equity $ 21.15 March 2021 8,333 — — — 8,333 Non-tradable warrants Equity $ 7.7895 June 2021 15,000 — — — 15,000 Non-tradable pre-funded warrants Equity $ 0.15 none 86,167 — (33,333) — 52,834 Non-tradable warrants Equity $ 6.375 (2) 4,432,962 — — (4,432,962) (3) — Non-tradable warrants Equity $ 1.600 December 2022 — 1,806,104 (3) — 1,806,104 Non-tradable pre-funded warrants Equity $ 0.15 none 262,068 — (187,451) 74,617 Non-tradable warrants Equity $ 2.00 September 2023 — 109,585 — 109,585 Non-tradable pre-funded warrants Equity $ 0.0001 none — 24,750,000 (23,500,000) 1,250,000 Non-tradable warrants Equity $ 0.20 November 2024 — 55,000,000 (13,963,000) 41,037,000 Non-tradable warrants Equity $ 0.250 November 2024 — 2,521,875 — 2,521,875 Non-tradable warrants Equity $ 0.287 December 2024 — 7,163,324 (3,581,662) 3,581,662 Non-tradable warrants Equity $ 0.43625 December 2024 — 716,332 716,332 Non-tradable warrants Equity $ 0.298 December 2024 — 6,939,432 (3,469,716) 3,469,716 Non-tradable warrants Equity $ 0.45030 December 2024 — 693,943 — 693,943 5,725,506 100,093,429 (44,735,162) (5,096,129) 55,987,644 (1) These preferred stock warrants expired on the earlier of (A) the one-month anniversary of the date on which the Company publicly releases topline results of the INSPIRE Pivotal phase 3 that compare the overall survival (OS) of patients in the rigosertib group vs the Physician’s Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019. These preferred stock warrants may be exercised on a cashless basis in certain circumstances specified therein. (2) These preferred stock warrants expire on the 18-month anniversary of June 8, 2018, the date on which the Company publicly announced through the filing of a Current Report on Form 8-K that a Certificate of Amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 250,000,000, was filed with the Secretary of State of the State of Delaware. These preferred stock warrants may be exercised on a cashless basis in certain circumstances specified therein. (3) In September 2019, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to sell an aggregate of 2,198,938 shares of its common stock in a registered direct offering. The investors in this offering were holders of the Company’s warrants to purchase shares of its convertible preferred stock. The Company also entered into a warrant amendment with each investor pursuant to which, for each share of common stock purchased by the investor in the offering, the Company would amend one outstanding warrant with an exercise price of $6.69375 per common share held by the investor and/or one outstanding warrant with an exercise price of $6.375 per common share held by the investor, as applicable, to reduce the exercise price to $1.60 per common share and to extend the term of the warrants to December 31, 2022. The price for amending one outstanding warrant was $0.125 per share (on an as-converted basis per share of common stock). 270,333 of the warrants with an exercise price of $6.69375 were not amended and expired on December 31, 2019. 2,626,858 of the warrants with an exercise price of $6.375 were not amended and expired on December 8, 2019. |
Net Loss Per Share of Common _2
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss Per Share of Common Stock | |
Schedule of computation of basic and diluted earnings per share | Year ended December 31, 2019 2018 Basic and diluted net loss per share of common stock: Net loss attributable to Onconova Therapeutics, Inc. $ (21,503,000) $ (20,573,000) Weighted average shares of common stock outstanding 14,384,476 4,124,073 Net loss per share of common stock—basic and diluted $ (1.49) $ (4.99) |
Schedule of antidilutive securities which have been excluded from the computation of diluted weighted average shares outstanding | December 31, 2019 2018 Warrants 54,609,799 5,725,506 Stock options 994,453 379,328 55,604,252 6,104,834 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue. | |
Schedule of recognized revenue under funding, license and collaboration agreements | Year ended December 31, 2019 2018 Symbio Upfront license fee recognition over time $ 227,000 $ 398,000 Supplies 55,000 61,000 HanX - rigosertib Upfront license payment recognized at a point in time 1,751,000 — HanX - ON123300 Upfront license payment recognized at a point in time — 450,000 Pint Upfront license payment recognized at a point it time — 319,000 Knight Upfront license payment recognized at a point it time 100,000 — STA Upfront license payment recognized at a point it time 50,000 — $ 2,183,000 $ 1,228,000 |
Schedule of deferred revenue | Symbio Upfront Payment Deferred balance at December 31, 2018 $ 4,148,000 Recognition to revenue 227,000 Deferred balance at December 31, 2019 $ 3,921,000 |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Detail | |
Schedule of prepaid expenses and other current assets | December 31, 2019 2018 Research and development $ 321,000 $ 415,000 Manufacturing 25,000 111,000 Insurance 164,000 166,000 Other 140,000 68,000 $ 650,000 $ 760,000 |
Schedule of accrued expenses and other current liabilities | December 31, 2019 2018 Research and development $ 2,016,000 $ 2,285,000 Employee compensation 1,537,000 1,650,000 Professional fees 242,000 225,000 Other — 13,000 $ 3,795,000 $ 4,173,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Schedule of Black-Scholes option pricing model assumptions | Risk-free interest rate 1.59 % Expected volatility 105.64 % Expected term years Expected dividend yield 0 % |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurement as of: December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Balance Level 1 Level 2 Level 3 Balance Tradable warrants liability $ 113,000 $ — $ — $ 113,000 $ 176,000 $ — $ — $ 176,000 Non-tradable warrants liability — — — — — — — — Total $ 113,000 $ — $ — $ 113,000 $ 176,000 $ — $ — $ 176,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of income taxes based on income (loss) before income tax expense | December 31, 2019 2018 Domestic $ (21,527,000) $ (20,579,000) Foreign 34,000 52,000 $ (21,493,000) $ (20,534,000) |
Schedule of provision for income taxes | December 31, 2019 2018 Current US Federal $ — $ — State and Local — — Foreign 10,000 13,000 Total Current $ 10,000 $ 13,000 Deferred US Federal $ — $ (137,000) State and Local — — Foreign — — Total Deferred $ — $ (137,000) Total (Benefit) Expense $ 10,000 $ (124,000) |
Schedule of principal components of the Company's deferred tax assets | December 31, 2018 2017 Deferred tax assets: Net operating loss carryovers $ 69,640,000 $ 57,557,000 R&D tax credits 84,899,000 79,725,000 Non-qualified stock options 4,969,000 5,355,000 Deferred revenue 1,133,000 1,242,000 Charitable contributions 4,000 4,000 Accrued expenses 429,000 407,000 Fixed assets 88,000 85,000 Deferred tax assets 161,162,000 144,375,000 Less valuation allowance (161,025,000) (144,375,000) Net deferred tax assets $ 137,000 $ 137,000 |
Schedule of reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements | December 31, 2019 2018 Federal income tax expense at statutory rate 21.0 % 21.0 % Permanent items (0.1) 1.4 State income tax, net of federal benefit 9.0 6.9 Tax credits 12.3 12.2 Change in valuation allowance (42.3) (36.6) Other — (4.3) Effective income tax rate (0.1) % 0.6 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | Year ended December 31, 2019 2018 General and administrative $ 721,000 $ 589,000 Research and development 327,000 507,000 $ 1,048,000 $ 1,096,000 |
Schedule of stock option activity | Options Outstanding Weighted Weighted- Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Term (in years) Value Balance, December 31, 2018 95,264 379,328 $ 76.33 9.19 $ 0 Authorized 589,500 — Granted (669,998) 669,998 $ 0.59 9.93 Exercised — — $ — Forfeitures (44,965) (54,873) $ 38.87 Balance, December 31, 2019 59,731 994,453 $ 27.37 $ 0 Vested or expected to vest, December 31, 2019 963,447 $ 106.58 $ 0 Exercisable at December 31, 2019 245,523 $ 106.58 $ 0 |
Schedule of information with respect to stock options outstanding and exercisable | Exercise Price Shares Exercisable $0.31 — $3.39 - $3.72 51,988 7,000 $4.34 - $7.05 269,913 174,700 $16.35 - $97.50 48,133 44,428 $222.00 - $225.00 1,871 1,871 $348.00 - $597.00 4,867 4,866 $651.00 - $1,129.50 5,426 5,413 $1,992.00 - $2,268.00 6,910 6,910 $4,156.50 - $4,371.00 335 335 994,453 245,523 |
Schedule of weighted-average assumptions used for estimating the fair value of the stock compensation granted | Year ended December 31, 2019 2018 Risk-free interest rate 1.77 % 2.84 % Expected volatility 103.01 % 79.42 % Expected term years 5.94 years Expected dividend yield 0 % 0 % Weighted average grant date fair value $ 0.44 $ 1.18 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under non-cancellable leases | December 31, 2019 2020 $ 180,000 2021 30,000 Total minimum lease payments $ 210,000 |
Nature of Business - Reverse St
Nature of Business - Reverse Stock Split (Details) | Sep. 25, 2018 |
Nature of Business | |
Reverse stock split ratio | 0.067 |
Nature of Business - The Compan
Nature of Business - The Company (Details) | Sep. 25, 2018 | Dec. 31, 2019product$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 07, 2018$ / sharesshares | Mar. 21, 2018$ / sharesshares | Dec. 31, 2017shares | Dec. 31, 2012Program |
Number of clinical-stage product candidates | product | 3 | ||||||
Common Stock authorized (in shares) | shares | 250,000,000 | 250,000,000 | 250,000,000 | 100,000,000 | 25,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Reverse stock split ratio | 0.067 | ||||||
GBO | |||||||
Number of clinical programs (in programs) | Program | 2 |
Nature of Business - Liquidity
Nature of Business - Liquidity (Details) | Jan. 03, 2020USD ($) | Dec. 19, 2019USD ($)shares | Dec. 10, 2019USD ($)shares | Nov. 21, 2019USD ($)$ / sharesshares | Sep. 25, 2019USD ($)shares | May 01, 2018USD ($)shares | Feb. 12, 2018USD ($)shares | Jul. 29, 2016shares | Jan. 05, 2016USD ($)$ / sharesshares | Jan. 31, 2020shares | Dec. 31, 2019USD ($)shares | Feb. 29, 2020USD ($)shares | Mar. 31, 2019USD ($)employee | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Liquidity | ||||||||||||||||
Net loss | $ (21,503,000) | $ (20,410,000) | ||||||||||||||
Accumulated deficit | $ 403,399,000 | 403,399,000 | 381,896,000 | |||||||||||||
Cash and cash equivalents | $ 32,000,000 | $ 22,726,000 | $ 32,600,000 | $ 22,726,000 | $ 16,970,000 | $ 4,024,000 | ||||||||||
Common stock outstanding (in shares) | shares | 111,167,352 | 167,256,070 | 111,167,352 | 5,674,220 | ||||||||||||
Proceeds from sale of common stock and warrants | $ 9,000,000 | $ 4,400,000 | $ 4,400,000 | $ 9,700,000 | $ 3,300,000 | $ 25,600,000 | $ 8,700,000 | $ 1,840,000 | $ 21,759,000 | $ 35,068,000 | ||||||
Proceeds from the exercise of common warrants | $ 5,700,000 | 4,854,000 | ||||||||||||||
Proceeds from the exercise of pre-funded warrants | $ 35,000 | |||||||||||||||
Issuance of common stock (in shares) | shares | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 | |||||||
Stock called by warrants or rights | shares | 6,939,432 | 7,163,324 | 55,000,000 | 2,198,938 | 4,509,804 | 696,325 | 6,456 | 28,426,200 | 28,426,200 | |||||||
Price per share (in dollars per share) | $ / shares | $ 0.20 | $ 142.50 | ||||||||||||||
FTE positions eliminated | employee | 6 | |||||||||||||||
FTE eliminated positions (as percent of workforce) | 24.00% | |||||||||||||||
Severance charge | $ 1,843,000 | |||||||||||||||
Non-cash charge, accelerated options | 415,000 | |||||||||||||||
Restructuring reserve | $ 239,000 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Liquidity | ||||||||||||||||
Proceeds from the exercise of common warrants | $ 5,700,000 | |||||||||||||||
Stock called by warrants or rights | shares | 28,426,200 | |||||||||||||||
Pre-funded warrants | ||||||||||||||||
Liquidity | ||||||||||||||||
Stock called by warrants or rights | shares | 24,750,000 | 815,686 | 196,167 | 23,720,784 | 23,720,784 | |||||||||||
Warrants | ||||||||||||||||
Liquidity | ||||||||||||||||
Stock called by warrants or rights | shares | 21,014,378 | 21,014,378 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Unaudited Interim Financial Information (Details) | Sep. 25, 2018 |
Summary of Significant Accounting Policies | |
Reverse stock split ratio | 0.067 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Summary of Significant Accounting Policies | |
Number of operating segments | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentrations of Credit Risk and Off-Balance Sheet Risk (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Concentrations of Credit Risk and Off-Balance Sheet Risk | |
Off-balance sheet risk, asset | $ 0 |
Off-balance sheet risk, liability | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Property and Equipment | |
Impairment losses | $ 0 |
Laboratory equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | P5Y |
Laboratory equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | P6Y |
Software | |
Property and Equipment | |
Estimated useful lives | P3Y |
Computer and office equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | P5Y |
Computer and office equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | P6Y |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)lease | |
Summary of Significant Accounting Policies | |
Number of leases | lease | 1 |
Amount of lease payments | $ 175,000 |
Remaining payments due | $ 29,000 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and Equipment | ||
Property and equipment, gross | $ 2,283 | $ 2,228 |
Less accumulated depreciation | (2,233) | (2,219) |
Property and equipment, net | 50 | 9 |
Laboratory equipment | ||
Property and Equipment | ||
Property and equipment, gross | 1,037 | 1,037 |
Software | ||
Property and Equipment | ||
Property and equipment, gross | 92 | 92 |
Computer and office equipment | ||
Property and Equipment | ||
Property and equipment, gross | 409 | 354 |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment, gross | $ 745 | $ 745 |
Property and Equipment - Deprec
Property and Equipment - Depreciation and Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment | ||
Depreciation and amortization expense | $ 14,000 | $ 55,000 |
Warrants (Details)
Warrants (Details) - $ / shares | Dec. 19, 2019 | Dec. 10, 2019 | Nov. 21, 2019 | Sep. 25, 2019 | May 01, 2018 | Feb. 12, 2018 | Jul. 29, 2016 | Jan. 05, 2016 | Jan. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 23, 2019 | Dec. 31, 2018 | Jun. 07, 2018 | Apr. 27, 2018 | Mar. 21, 2018 | Dec. 31, 2017 |
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 73.80 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 55,987,644 | 5,725,506 | |||||||||||||||
Warrants Issued (in shares) | 100,093,429 | ||||||||||||||||
Warrants Exercised (in shares) | (44,735,162) | ||||||||||||||||
Warrants Expired (in shares) | 5,096,129 | ||||||||||||||||
Balance at end of the period (in shares) | 55,987,644 | ||||||||||||||||
Common Stock authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | 100,000,000 | 25,000,000 | ||||||||||||
Issuance of stock (in shares) | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 | ||||||||
Securities purchase agreements | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.125 | $ 1.60 | |||||||||||||||
Securities purchase agreements | Certain institutional and accredited investors | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1.60 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Issuance of stock (in shares) | 2,198,938 | ||||||||||||||||
Non-tradable warrants with exercise price 172.50 Liability | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 172.50 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 6,456 | 6,456 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 6,456 | ||||||||||||||||
Tradable warrants with exercise price 73.80 Liability | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 73.80 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 212,801 | 212,801 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 212,801 | ||||||||||||||||
Non-tradable warrants with exercise price 0.15 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 394 | 394 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 394 | ||||||||||||||||
Non-tradable warrants with exercise price 6.69375 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.69375 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 663,167 | ||||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 663,167 | ||||||||||||||||
Non-tradable warrants with exercise price 6.69375 Equity | Securities purchase agreements | Certain institutional and accredited investors | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.69375 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Warrants Exercised (in shares) | 270,333 | ||||||||||||||||
Non-tradable warrants with exercise price 1.60 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1.60 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 392,834 | ||||||||||||||||
Warrants Issued (in shares) | 392,834 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 392,834 | ||||||||||||||||
Non-tradable warrants with exercise price 7.96875 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 7.96875 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 33,158 | 33,158 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 33,158 | ||||||||||||||||
Non-tradable warrants with exercise price 14.10 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 14.10 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 5,000 | 5,000 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 5,000 | ||||||||||||||||
Non-tradable warrants with exercise price 21.15 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 21.15 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 8,333 | 8,333 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 8,333 | ||||||||||||||||
Non-tradable warrants with exercise price 7.7895 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 7.7895 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 15,000 | 15,000 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 15,000 | ||||||||||||||||
Non-tradable pre-funded warrants with exercise Price 0.15 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 52,834 | 86,167 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | (33,333) | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 52,834 | ||||||||||||||||
Non-tradable warrants with exercise price 6.375 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.375 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 4,432,962 | ||||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 4,432,962 | ||||||||||||||||
Non-tradable warrants with exercise price 6.375 Equity | Securities purchase agreements | Certain institutional and accredited investors | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.375 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Warrants Exercised (in shares) | 2,626,858 | ||||||||||||||||
Non-tradable warrants with exercise price 1.6000 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1.600 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 1,806,104 | ||||||||||||||||
Warrants Issued (in shares) | 1,806,104 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 1,806,104 | ||||||||||||||||
Non-tradable pre-funded warrants with exercise Price 0.15 Equity1 | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 74,617 | 262,068 | |||||||||||||||
Warrants Issued (in shares) | 0 | ||||||||||||||||
Warrants Exercised (in shares) | (187,451) | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 74,617 | ||||||||||||||||
Non-tradable warrants with exercise price 2.00 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 109,585 | ||||||||||||||||
Warrants Issued (in shares) | 109,585 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 109,585 | ||||||||||||||||
Non-tradable pre-funded warrants with exercise Price 0.0001 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.0001 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 1,250,000 | ||||||||||||||||
Warrants Issued (in shares) | 24,750,000 | ||||||||||||||||
Warrants Exercised (in shares) | (23,500,000) | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 1,250,000 | ||||||||||||||||
Non-tradable warrants with exercise price 0.20 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.20 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 41,037,000 | ||||||||||||||||
Warrants Issued (in shares) | 55,000,000 | ||||||||||||||||
Warrants Exercised (in shares) | (13,963,000) | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 41,037,000 | ||||||||||||||||
Non-tradable warrants with exercise price 0.250 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.250 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 2,521,875 | ||||||||||||||||
Warrants Issued (in shares) | 2,521,875 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 2,521,875 | ||||||||||||||||
Non-tradable warrants with exercise price 0.287 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.287 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 3,581,662 | ||||||||||||||||
Warrants Issued (in shares) | 7,163,324 | ||||||||||||||||
Warrants Exercised (in shares) | (3,581,662) | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 3,581,662 | ||||||||||||||||
Non-tradable warrants with exercise price 0.43625 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.43625 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 716,332 | ||||||||||||||||
Warrants Issued (in shares) | 716,332 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 716,332 | ||||||||||||||||
Non-tradable warrants with exercise price 0.298 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.298 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 3,469,716 | ||||||||||||||||
Warrants Issued (in shares) | 6,939,432 | ||||||||||||||||
Warrants Exercised (in shares) | (3,469,716) | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 3,469,716 | ||||||||||||||||
Non-tradable warrants with exercise price 0.45030 Equity | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.45030 | ||||||||||||||||
Warrants outstanding and warrant activity | |||||||||||||||||
Balance at beginning of the period (in shares) | 693,943 | ||||||||||||||||
Warrants Issued (in shares) | 693,943 | ||||||||||||||||
Warrants Exercised (in shares) | 0 | ||||||||||||||||
Warrants Expired (in shares) | 0 | ||||||||||||||||
Balance at end of the period (in shares) | 693,943 | ||||||||||||||||
Preferred stock warrants | |||||||||||||||||
Warrants | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.375 |
Net Loss Per Share of Common _3
Net Loss Per Share of Common Stock - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted net loss per share of common stock: | ||
Net loss attributable to Onconova Therapeutics, Inc. | $ (21,503) | $ (20,573) |
Basic and diluted weighted average shares outstanding (in shares) | 14,384,476 | 4,124,073 |
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (1.49) | $ (4.99) |
Net Loss Per Share of Common _4
Net Loss Per Share of Common Stock (Details) - shares | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 01, 2020 | Feb. 29, 2020 | Dec. 19, 2019 | Dec. 10, 2019 | Nov. 21, 2019 | Sep. 25, 2019 | May 01, 2018 | Feb. 12, 2018 | Jan. 05, 2016 | |
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | |||||||||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares | 55,604,252 | 6,104,834 | |||||||||
Common Stock, Shares, Outstanding | 111,167,352 | 5,674,220 | 167,256,070 | ||||||||
Entity Common Stock, Shares Outstanding | 167,256,070 | ||||||||||
Stock called by warrants or rights | 28,426,200 | 6,939,432 | 7,163,324 | 55,000,000 | 2,198,938 | 4,509,804 | 696,325 | 6,456 | |||
Subsequent Event | |||||||||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | |||||||||||
Stock called by warrants or rights | 28,426,200 | ||||||||||
Warrants | |||||||||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | |||||||||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares | 54,609,799 | 5,725,506 | |||||||||
Stock options | |||||||||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | |||||||||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares | 994,453 | 379,328 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | |||
Revenue | $ 2,183 | $ 1,228 | |
Deferred revenue | |||
Balance at the beginning of the period | 226 | ||
Balance at the end of the period | 226 | 226 | |
SymBio | |||
Deferred revenue | |||
Balance at the beginning of the period | 4,148 | ||
Recognition to revenue | 227 | ||
Balance at the end of the period | 3,921 | 4,148 | |
License and collaboration agreements | |||
Revenue | |||
Revenue | 2,183 | 1,228 | |
License and collaboration agreements | SymBio | |||
Revenue | |||
Revenue | 227 | 398 | |
License and collaboration agreements | SymBio | Supplies Member | |||
Revenue | |||
Revenue | 55 | 61 | |
License and collaboration agreements | HanX | Rigosertib | |||
Revenue | |||
Revenue | 1,751 | ||
License and collaboration agreements | HanX | ON123300 | |||
Revenue | |||
Revenue | 450 | ||
License and collaboration agreements | Pint | |||
Revenue | |||
Revenue | $ 319 | $ 319 | |
License and collaboration agreements | Knight | |||
Revenue | |||
Revenue | 100 | ||
License and collaboration agreements | STA | |||
Revenue | |||
Revenue | $ 50 |
Balance Sheet Detail - Prepaid
Balance Sheet Detail - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets: | ||
Research and development | $ 321 | $ 415 |
Manufacturing | 25 | 111 |
Insurance | 164 | 166 |
Other | 140 | 68 |
Prepaid expenses and other current assets | $ 650 | $ 760 |
Balance Sheet Detail - Accrued
Balance Sheet Detail - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Detail | ||
Research and development | $ 2,016 | $ 2,285 |
Employee compensation | 1,537 | 1,650 |
Professional fees | 242 | 225 |
Other | 13 | |
Accrued expenses and other current liabilities: | $ 3,795 | $ 4,173 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 03, 2020 | Dec. 19, 2019 | Dec. 10, 2019 | Nov. 21, 2019 | Sep. 25, 2019 | May 01, 2018 | Feb. 12, 2018 | Jul. 29, 2016 | Jan. 05, 2016 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Sale of Securities | ||||||||||||
Issuance of common stock (in shares) | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 | |||
Price per share (in dollars per share) | $ 0.20 | $ 142.50 | ||||||||||
Stock called by warrants or rights | 6,939,432 | 7,163,324 | 55,000,000 | 2,198,938 | 4,509,804 | 696,325 | 6,456 | 28,426,200 | ||||
Proceeds from sale of common stock and warrants | $ 9,000 | $ 4,400 | $ 4,400 | $ 9,700 | $ 3,300 | $ 25,600 | $ 8,700 | $ 1,840 | $ 21,759 | $ 35,068 | ||
Warrant liability | $ 113 | $ 176 |
Fair Value Measurements - Right
Fair Value Measurements - Rights Offering (Details) - $ / shares | Dec. 19, 2019 | Dec. 10, 2019 | Nov. 21, 2019 | Sep. 25, 2019 | May 01, 2018 | Feb. 12, 2018 | Jul. 29, 2016 | Jan. 05, 2016 | Jan. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 |
Rights or warrants issued (in shares) | 212,801 | ||||||||
Common stock warrants term (years) | 5 years | ||||||||
Shares into which each warrant can be converted (in shares) | 1 | ||||||||
Exercise price (in dollars per share) | $ 73.80 | ||||||||
Redemption period (in years) | 1 year | ||||||||
Redemption price (in dollars per share) | $ 0.001 | ||||||||
Volume weighted average price per share of common stock (in dollars per share) | $ 184.50 | ||||||||
Threshold consecutive trading days (in days) | 10 days | ||||||||
Pre-funded warrants | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Rights or warrants issued (in shares) | 43,760 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted-average assumptions (Details) - Pre-funded warrants | Dec. 31, 2019Y |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.59 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 105.64 |
Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.52 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy Table (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities measured at fair value | ||
Warrant liability | $ 113 | $ 176 |
Recurring basis | ||
Liabilities measured at fair value | ||
Total | 113 | 176 |
Recurring basis | Tradable warrants liability | ||
Liabilities measured at fair value | ||
Warrant liability | 113 | 176 |
Recurring basis | Level 1 | ||
Liabilities measured at fair value | ||
Total | 113 | 176 |
Recurring basis | Level 1 | Tradable warrants liability | ||
Liabilities measured at fair value | ||
Warrant liability | $ 113 | $ 176 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) | Dec. 31, 2019USD ($) |
Fair Value Measurements | |
Amount of transfers of assets out of Level 1 into Level 2 | $ 0 |
Amount of transfers of assets out of Level 2 into Level 1 | 0 |
Amount of transfers of liabilities out of Level 1 into Level 2 | 0 |
Amount of transfers of liabilities out of Level 2 into Level 1 | $ 0 |
Income Taxes - Income (Loss) be
Income Taxes - Income (Loss) before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes based on income (loss) before income tax expense | ||
Domestic | $ (21,527) | $ (20,579) |
Foreign | 34 | 52 |
Net (loss) before income taxes | $ (21,493) | $ (20,534) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Foreign | $ 10 | $ 13 |
Total Current | 10 | 13 |
Deferred | ||
US Federal | (137) | |
Total Deferred | (137) | |
Total (Benefit) Expense | $ 10 | $ (124) |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Taxes | ||
Net operating loss with indefinite life | $ 42,293 | $ 42,293 |
Federal | ||
Income Taxes | ||
Net operating loss (NOL) carry forwards | 252,792 | |
Net operating loss with expiration from 2022 to 2044 | $ 210,490 | |
NOL indefinite life percentage of limitation | 80.00% | |
State | ||
Income Taxes | ||
Net operating loss (NOL) carry forwards | $ 210,231 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carry Forwards (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Research and Development Tax Credit Carry Forwards | IRS | |
Income Taxes | |
Tax credit carry forwards | $ 84,990 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Unrecognized tax benefits | ||
Unrecognized income tax benefits | $ 0 | |
Interest and penalties accrued | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 69,640 | $ 57,557 |
R&D tax credits | 84,899 | 79,725 |
Non-qualified stock options | 4,969 | 5,355 |
Deferred revenue | 1,133 | 1,242 |
Charitable contributions | 4 | 4 |
Accrued expenses | 429 | 407 |
Fixed assets | 88 | 85 |
Deferred tax assets | 161,162 | 144,375 |
Less valuation allowance | (161,025) | (144,375) |
Net deferred tax assets | $ 137 | $ 137 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Net change in valuation allowance | $ 9,086,000 | $ 7,564,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax (Expense) Benefit at the Statutory Federal Income Tax Rate and Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes | ||
Federal income tax expense at statutory rate (as a percent) | 21.00% | 21.00% |
Permanent items (as a percent) | (0.10%) | 1.40% |
State income tax, net of federal benefit (as a percent) | 9.00% | 6.90% |
Tax credits (as a percent) | 12.30% | 12.20% |
Change in valuation allowance (as a percent) | (42.30%) | (36.60%) |
Other (as a percent) | (4.30%) | |
Effective income tax rate (as a percent) | (0.10%) | 0.60% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2013 | |
2013 Plan | |||
Stock-Based Compensation | |||
Reserved for issuance (in shares) | 2,354 | 40,718 | |
Evergreen provision (percent) | 4.00% | ||
Evergreen provision, shares ( in shares) | 13,333 | ||
2018 Plan | |||
Stock-Based Compensation | |||
Shares authorized (in shares) | 402,354 | ||
Additional shares authorized (in shares) | 589,500 | ||
Common Stock available for future issuance (in shares) | 59,731 | ||
2018 Plan | Common Stock | |||
Stock-Based Compensation | |||
Shares authorized (in shares) | 400,000 | ||
Stock options | |||
Stock-Based Compensation | |||
Additional shares authorized (in shares) | 589,500 | ||
Common Stock available for future issuance (in shares) | 59,731 | 95,264 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-Based Compensation | ||
Net tax benefits related to the stock-based compensation costs | $ 0 | |
Total stock-based compensation | 1,048 | $ 1,096 |
General and administrative | ||
Stock-Based Compensation | ||
Total stock-based compensation | 721 | 589 |
Research and development | ||
Stock-Based Compensation | ||
Total stock-based compensation | $ 327 | $ 507 |
Stock-Based Compensation - Acti
Stock-Based Compensation - Activity (Details) - Stock options - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares Available for Grant | ||
Balance at the beginning of the period (in shares) | 95,264 | |
Additional shares authorized (in shares) | 589,500 | |
Granted (in shares) | 669,998 | |
Cancelled (in shares) | (44,965) | |
Balance at the end of the period (in shares) | 59,731 | 95,264 |
Number of Shares | ||
Balance at the beginning of the period (in shares) | 379,328 | |
Granted (in shares) | 669,998 | |
Forfeitures (in shares) | (54,873) | |
Cancelled (in shares) | (44,965) | |
Balance at the end of the period (in shares) | 994,453 | 379,328 |
Vested or expected to vest at the end of the period (in shares) | 963,447 | |
Exercisable at the end of the period (in shares) | 245,523 | |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ 76.33 | |
Granted (in dollars per share) | 0.59 | |
Forfeitures (in dollars per share) | 38.87 | |
Balance at the end of the period (in dollars per share) | 27.37 | $ 76.33 |
Vested or expected to vest at the end of the period (in dollars per share) | 106.58 | |
Exercisable at the end of the period (in dollars per share) | $ 106.58 | |
Additional Disclosures | ||
Weighted average remaining contractual term | 9 years 3 months 26 days | 9 years 2 months 9 days |
Weighted average remaining contractual term of options forfeitures | 8 years 10 months 2 days | |
Weighted average remaining contractual term of options granted | 9 years 11 months 5 days | |
Weighted average remaining contractual term of options vested or expected to vest | 7 years 11 months 19 days | |
Weighted average remaining contractual term of options exercisable | 7 years 11 months 19 days | |
Aggregate intrinsic value of options outstanding | $ 0 | $ 0 |
Aggregate intrinsic value of options vested or expected to vest | 0 | |
Aggregate intrinsic value of options exercisable | $ 0 |
Stock-Based Compensation - Outs
Stock-Based Compensation - Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-Based Compensation | |
Shares (in shares) | 994,453 |
Exercisable (in shares) | 245,523 |
Exercise Price Range $0.31 | |
Share-Based Compensation | |
Exercise Price | $ / shares | $ 0.31 |
Shares (in shares) | 605,000 |
Exercise Price Range $3.39 - $3.72 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 3.39 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 3.72 |
Shares (in shares) | 51,988 |
Exercisable (in shares) | 7,000 |
Exercise Price Range $4.34 - $7.05 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 4.34 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 7.05 |
Shares (in shares) | 269,913 |
Exercisable (in shares) | 174,700 |
Exercise Price Range $16.35 - $97.50 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 16.35 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 97.50 |
Shares (in shares) | 48,133 |
Exercisable (in shares) | 44,428 |
Exercise Price Range $222.00 - $225.00 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 222 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 225 |
Shares (in shares) | 1,871 |
Exercisable (in shares) | 1,871 |
Exercise Price Range $348.00 - $597.00 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 348 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 597 |
Shares (in shares) | 4,867 |
Exercisable (in shares) | 4,866 |
Exercise Price Range $651.00 - $1,129.50 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 651 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 1,129.50 |
Shares (in shares) | 5,426 |
Exercisable (in shares) | 5,413 |
Exercise Price Range $1,992.00 - $2,268.00 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 1,992 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 2,268 |
Shares (in shares) | 6,910 |
Exercisable (in shares) | 6,910 |
Exercise Price Range $4,156.50 - $4,371.00 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 4,156.50 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 4,371 |
Shares (in shares) | 335 |
Exercisable (in shares) | 335 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Compensation Expense (Details) - Stock options - Options Granted After April 23 2013 Member $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Stock-Based Compensation | |
Unrecognized compensation expense related to unvested stock options | $ 704 |
Weighted-average period for recognizing unrecognized compensation expense related to unvested stock options (in years) | 2 years 6 months 7 days |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Assumptions used | ||
Risk-free interest rate (as a percent) | 1.77% | 2.84% |
Expected volatility (as a percent) | 103.01% | 79.42% |
Expected term (in years) | 5 years 11 months 27 days | 5 years 11 months 9 days |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Weighted average grant date fair value (in dollars per share) | $ 0.44 | $ 1.18 |
Stock options | Options Granted After April 23 2013 Member | ||
Assumptions used | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Annualized forfeiture rate (as a percent) | 4.14% | 4.14% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - Retirement Savings Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum age of employees required to be eligible for participation | 21 years | |
Minimum working hours per year required to be eligible for participation | 1000 hours | |
Employer's match for every dollar of the first specified percentage of payroll that employees invest | $ 0.75 | |
Employer's matching contribution percentage | 6.00% | |
Contributions | $ 135,000 | $ 224,000 |
Commitments and Contingencies -
Commitments and Contingencies - Operating leases (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | 19 Months Ended | |||||||
Oct. 31, 2009Option | Dec. 31, 2020USD ($) | Feb. 28, 2020USD ($) | Feb. 28, 2019USD ($) | Feb. 28, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Feb. 28, 2017USD ($) | Sep. 30, 2012ft² | Jan. 31, 2007ft² | |
Operating leases | |||||||||||
Area of space leased (in square feet) | ft² | 1,356 | 8,100 | |||||||||
Number of options available for lease extensions | Option | 3 | ||||||||||
Additional lease term under option | 1 year | ||||||||||
Lease rent per month | $ 15,100 | $ 14,700 | $ 14,200 | $ 13,800 | $ 11,900 | $ 11,500 | $ 11,000 | ||||
Sub-lease rent per month | $ 1,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future minimum lease payments under non-cancellable leases | |
2020 | $ 180 |
2021 | 30 |
Total minimum lease payments | $ 210 |
Commitments and Contingencies_3
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies | ||
Net rent expense | $ 158 | $ 165 |
License and Collaboration Agr_2
License and Collaboration Agreements (Details) $ in Thousands | Dec. 19, 2019shares | Dec. 18, 2019USD ($) | Dec. 10, 2019shares | Nov. 21, 2019shares | Sep. 25, 2019shares | May 15, 2019USD ($)shares | May 10, 2019USD ($)item | May 01, 2018shares | Apr. 11, 2018USD ($) | Mar. 02, 2018USD ($)shares | Feb. 12, 2018shares | Jul. 29, 2016shares | Jan. 05, 2016shares | Jan. 31, 2020shares | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Jan. 31, 2018USD ($) | Jul. 31, 2011USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 30, 2019CAD ($) |
License and collaboration agreements | ||||||||||||||||||||||||
Issuance of common stock (in shares) | shares | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 | |||||||||||||||
Research and development | $ 15,537,000 | $ 16,924,000 | ||||||||||||||||||||||
SymBio | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Recognition to revenue | $ 227,000 | |||||||||||||||||||||||
Pint | Common Stock | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Issuance of common stock (in shares) | shares | 54,463 | |||||||||||||||||||||||
Value of common stock | $ 1,250,000 | |||||||||||||||||||||||
Redemption premium | 319,000,000 | |||||||||||||||||||||||
License and collaboration agreements | ON123300 | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 450,000 | |||||||||||||||||||||||
Revenue | $ 450,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Percentage of discount on future purchases | 35.00% | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Maximum | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Cumulative amount of discount on purchases | $ 300,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Rigosertib | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,500,000 | |||||||||||||||||||||||
Potential milestone revenue | 22,000,000 | |||||||||||||||||||||||
Aggregate potential milestone payments based on annual net sales | $ 30,000,000 | |||||||||||||||||||||||
Percentage of royalty payments based on net sales of rigosertib (as a percent) | 20.00% | |||||||||||||||||||||||
Revenue | $ 7,500,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Rigosertib | United States and Japan | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Collaborative Arrangement Potential Milestone Payments Due Upon Receipt Of Marketing Approval For Additional Indication | 4,000,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Rigosertib | United States | Higher risk patients | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Regulatory milestones payments due upon receipt of marketing approval for indication | 5,000,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Rigosertib | United States | Lower risk patients | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Regulatory milestones payments due upon receipt of marketing approval for indication | 5,000,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Rigosertib | Japan | Higher risk patients | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Regulatory milestones payments due upon receipt of marketing approval for indication | 3,000,000 | |||||||||||||||||||||||
License and collaboration agreements | SymBio | Rigosertib | Japan | Lower risk patients | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Regulatory milestones payments due upon receipt of marketing approval for indication | $ 5,000,000 | |||||||||||||||||||||||
License and collaboration agreements | HanX | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 4,000,000 | $ 1,700,000 | ||||||||||||||||||||||
Collaborative Arrangement upfront fees | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Clinical Development Expenses | 2,000,000 | |||||||||||||||||||||||
Aggregate potential milestone payments based on annual net sales | 45,500,000 | |||||||||||||||||||||||
Revenue | $ 4,000,000 | 1,700,000 | ||||||||||||||||||||||
Receivable recorded | 1,700,000 | |||||||||||||||||||||||
Number of performance obligations | item | 2 | |||||||||||||||||||||||
Issuance of common stock (in shares) | shares | 103,520 | |||||||||||||||||||||||
Value of common stock | $ 500,000 | $ 2,000,000 | ||||||||||||||||||||||
Redemption premium | $ 100,000 | $ 200,000 | ||||||||||||||||||||||
Reversal of revenue recognized | $ 200,000 | |||||||||||||||||||||||
License and collaboration agreements | HanX | Other Current Assets [Member] | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Receivable recorded | $ 200,000 | |||||||||||||||||||||||
License and collaboration agreements | HanX | ON123300 | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 450,000 | |||||||||||||||||||||||
Revenue | $ 450,000 | |||||||||||||||||||||||
License and collaboration agreements | Pint | Rigosertib | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Aggregate potential milestone payments based on annual net sales | $ 41,500,000 | |||||||||||||||||||||||
Prior written notice period for termination (in days) | 45 days | |||||||||||||||||||||||
License and collaboration agreements | Knight | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Potential milestone revenue | $ 33,950 | |||||||||||||||||||||||
Term of License Agreement | 15 years | |||||||||||||||||||||||
Revenue | $ 100,000 | 100,000 | ||||||||||||||||||||||
License and collaboration agreements | STA | ||||||||||||||||||||||||
License and collaboration agreements | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 50,000 | 50,000 | ||||||||||||||||||||||
Potential milestone revenue | $ 30,550,000 | |||||||||||||||||||||||
Term of License Agreement | 15 years | |||||||||||||||||||||||
Revenue | $ 50,000 | $ 50,000 |
Preclinical Collaboration _ N_2
Preclinical Collaboration / Non-controlling Interest (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2014USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2013USD ($)Program | Dec. 31, 2012Program | |
Preclinical Collaboration | |||||
Gain on dissolution of GBO | $ | $ 693 | $ 824 | |||
Non-controlling interest portion upon consolidation | $ | $ (163) | $ (163) | |||
GBO | |||||
Preclinical Collaboration | |||||
Number of clinical programs (in programs) | 2 | ||||
Ownership percentage (as percent) | 90.00% | ||||
Number of new programs to be collaborated and developed | 2 | ||||
GBO | GVK BIO | |||||
Preclinical Collaboration | |||||
Number of clinical programs (in programs) | 2 | ||||
Capital contribution | $ | $ 500 | $ 500 | |||
Ownership percentage (as percent) | 17.50% | 10.00% | |||
Number of new programs to be collaborated and developed | 2 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Member of board of directors | ||
Related-Party Transactions | ||
Payments to related party | $ 132 | $ 132 |
Amounts due to related party | 33 | 33 |
Mount Sinai | ||
Related-Party Transactions | ||
Payments to related party | 325 | 351 |
Amounts due to related party | $ 150 | $ 88 |
Securities Registrations and _2
Securities Registrations and Sales Agreements - Underwriting agreement with HCW (Details) - USD ($) | Jan. 03, 2020 | Dec. 19, 2019 | Dec. 17, 2019 | Dec. 10, 2019 | Dec. 06, 2019 | Nov. 21, 2019 | Oct. 23, 2019 | Sep. 25, 2019 | Sep. 25, 2019 | Sep. 23, 2019 | May 01, 2018 | Apr. 27, 2018 | Apr. 16, 2018 | Feb. 12, 2018 | Feb. 08, 2018 | Jul. 29, 2016 | Jan. 05, 2016 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 24, 2018 | Jun. 07, 2018 | Mar. 21, 2018 | Dec. 31, 2017 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 | |||||||||||||||||
Number of securities to each class of warrant (in shares) | 6,939,432 | 7,163,324 | 55,000,000 | 2,198,938 | 2,198,938 | 4,509,804 | 696,325 | 6,456 | 28,426,200 | 28,426,200 | ||||||||||||||||
Share price (in dollars per share) | $ 0.20 | $ 142.50 | ||||||||||||||||||||||||
Proceeds from issuance of stock, net | $ 9,000,000 | $ 4,400,000 | $ 4,400,000 | $ 9,700,000 | $ 3,300,000 | $ 25,600,000 | $ 8,700,000 | $ 1,840,000 | $ 21,759,000 | $ 35,068,000 | ||||||||||||||||
Shares into which each warrant can be converted (in shares) | 1 | |||||||||||||||||||||||||
Common Stock authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 100,000,000 | 25,000,000 | ||||||||||||||||||||
Increase in fair value of warrant liability | $ (63,000) | $ (1,597,000) | ||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 73.80 | |||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 9,000,000 | |||||||||||||||||||||||||
Common stock warrants term (years) | 5 years | |||||||||||||||||||||||||
Percentage of exercise price of warrants | 105.00% | |||||||||||||||||||||||||
Securities purchase agreements | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Number of securities to each class of warrant (in shares) | 392,834 | |||||||||||||||||||||||||
Increase in fair value of warrant liability | $ 2,100,000 | |||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1.60 | $ 0.125 | ||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 3,300,000 | |||||||||||||||||||||||||
Pre-funded warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||||||||||||
Preferred stock warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.375 | |||||||||||||||||||||||||
Preferred stock warrants | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 6.69375 | $ 15.15 | ||||||||||||||||||||||||
Non-tradable warrants with exercise price 2.00 Equity | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | $ 2 | ||||||||||||||||||||||||
Common Stock Warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock | 1,383,126 | |||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.4519 | $ 0.4519 | ||||||||||||||||||||||||
Common stock warrants term (years) | 5 years | |||||||||||||||||||||||||
HCW | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock | 693,943 | 716,332 | 109,585 | |||||||||||||||||||||||
Percentage of cash fees on gross proceeds | 7.00% | 7.00% | 7.00% | 7.00% | ||||||||||||||||||||||
Percentage of management fees on gross proceeds | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||||||||||
Payment of Non-accountable Expenses | $ 85,000 | $ 85,000 | $ 50,000 | $ 56,000 | $ 85,000 | |||||||||||||||||||||
Payment of Clearing Fees | $ 10,000 | $ 10,000 | $ 110,000 | $ 10,000 | $ 10,000 | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.4503 | $ 0.43625 | $ 2 | |||||||||||||||||||||||
Underwriters commission (in percentage) | 8.00% | 7.00% | ||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 4,400,000 | $ 4,400,000 | ||||||||||||||||||||||||
Management fee (in percentage) | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||||||||||
Percentage of exercise price on offer price | 125.00% | |||||||||||||||||||||||||
Percentage of compensation on capital | 8.00% | |||||||||||||||||||||||||
HCW | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Number of common stock shares for conversion preferred stock received as compensation | 33,158 | |||||||||||||||||||||||||
HCW | Preferred stock warrants | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 7.96875 | |||||||||||||||||||||||||
Warrants exercise price received as compensation (in dollars per share) | $ 18.9375 | |||||||||||||||||||||||||
HCW | Common Stock Warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock | 2,521,875 | |||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.25 | |||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 9,700,000 | |||||||||||||||||||||||||
Certain institutional and accredited investors | Securities purchase agreements | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,198,938 | |||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1.60 | |||||||||||||||||||||||||
Certain institutional and accredited investors | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Shares into which each warrant can be converted (in shares) | 1 | |||||||||||||||||||||||||
The Offering | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 3,105,882 | 380,500 | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 6.375 | $ 15.15 | ||||||||||||||||||||||||
The Offering | Pre-funded warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant purchase price (in dollars per share) | $ 0.1999 | $ 15 | ||||||||||||||||||||||||
Warrants issued to purchase of common stock | 24,750,000 | |||||||||||||||||||||||||
The Offering | Pre-funded warrants | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Number of securities to each class of warrant (in shares) | 815,686 | 196,167 | ||||||||||||||||||||||||
The Offering | Common Stock Warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock | 55,000,000 | |||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.20 | |||||||||||||||||||||||||
The Offering | Certain institutional and accredited investors | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 13,878,864 | |||||||||||||||||||||||||
Number of securities to each class of warrant (in shares) | 14,326,648 | |||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.298 | $ 0.287 | ||||||||||||||||||||||||
Common stock warrants term (years) | 5 years | 5 years | ||||||||||||||||||||||||
The Offering | Certain institutional and accredited investors | Securities purchase agreements | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,198,938 | |||||||||||||||||||||||||
Share price (in dollars per share) | $ 1.60 | |||||||||||||||||||||||||
Proceeds from issuance of stock, net | $ 3,500,000 | |||||||||||||||||||||||||
The Offering | Certain institutional and accredited investors | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Shares into which each warrant can be converted (in shares) | 1 | |||||||||||||||||||||||||
The Offering | Certain institutional and accredited investors | Common Stock Warrants | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Number of securities to each class of warrant (in shares) | 7,163,324 | |||||||||||||||||||||||||
Warrant purchase price (in dollars per share) | $ 0.349 | |||||||||||||||||||||||||
Warrants issued to purchase of common stock | 6,939,432 | |||||||||||||||||||||||||
Shares into which each warrant can be converted (in shares) | 0.5 | 0.5 | ||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.36026 | |||||||||||||||||||||||||
Over-allotment | HCW | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Period available to underwriters to purchase additional shares under the offering | 30 days | |||||||||||||||||||||||||
Over-allotment | HCW | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 588,235 | 86,500 | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 6.225 | $ 15 | ||||||||||||||||||||||||
Lock-up period for purchased shares by counterparty (in days) | 135 days | |||||||||||||||||||||||||
Over-allotment | HCW | Preferred stock warrants | Common Stock | ||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||||||
Number of securities to each class of warrant (in shares) | 588,235 | 86,500 | ||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.15 | $ 0.15 |
Subsequent Event - (Details)
Subsequent Event - (Details) - USD ($) | Dec. 31, 2019 | Dec. 19, 2019 | Dec. 17, 2019 | Dec. 10, 2019 | Dec. 06, 2019 | Nov. 21, 2019 | Sep. 25, 2019 | Sep. 23, 2019 | May 01, 2018 | Feb. 12, 2018 | Jul. 29, 2016 | Jan. 05, 2016 | Jan. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | Dec. 31, 2019 | Apr. 27, 2018 | Feb. 08, 2018 |
Subsequent Event | ||||||||||||||||||
Issuance of common stock (in shares) | 13,878,864 | 14,326,648 | 30,250,000 | 2,198,938 | 3,694,118 | 467,000 | 239,986 | 12,912 | 27,662,518 | |||||||||
Stock called by warrants or rights | 28,426,200 | 6,939,432 | 7,163,324 | 55,000,000 | 2,198,938 | 4,509,804 | 696,325 | 6,456 | 28,426,200 | 28,426,200 | ||||||||
Proceeds from Issuance of Warrants | $ 9,000,000 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 73.80 | |||||||||||||||||
Proceeds from the exercise of warrants | $ 5,700,000 | $ 4,854,000 | ||||||||||||||||
Institutional Investors | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||
Issuance of common stock (in shares) | 27,662,518 | |||||||||||||||||
Offer price (per share) | $ 0.3615 | $ 0.3615 | $ 0.3615 | |||||||||||||||
HCW | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||
Warrants issued to purchase of common stock | 693,943 | 716,332 | 109,585 | |||||||||||||||
Percentage of cash fees on gross proceeds | 7.00% | 7.00% | 7.00% | 7.00% | ||||||||||||||
Percentage of management fees on gross proceeds | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||
Payment of Non-accountable Expenses | $ 85,000 | $ 85,000 | $ 50,000 | $ 56,000 | $ 85,000 | |||||||||||||
Payment of Clearing Fees | 10,000 | 10,000 | $ 110,000 | $ 10,000 | $ 10,000 | |||||||||||||
Proceeds from Issuance of Warrants | $ 4,400,000 | $ 4,400,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.4503 | $ 0.43625 | $ 2 | |||||||||||||||
Subsequent Event | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||
Stock called by warrants or rights | 28,426,200 | |||||||||||||||||
Proceeds from the exercise of warrants | $ 5,700,000 | |||||||||||||||||
Common Stock Warrants | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||
Warrants issued to purchase of common stock | 1,383,126 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.4519 | $ 0.4519 | $ 0.4519 | |||||||||||||||
Common Stock Warrants | Institutional Investors | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||
Warrants issued to purchase of common stock | 6,939,432 | |||||||||||||||||
Common Stock Warrants | HCW | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||
Warrants issued to purchase of common stock | 2,521,875 | |||||||||||||||||
Proceeds from Issuance of Warrants | $ 9,700,000 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.25 |