Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | SPHERIX INC | |
Entity Central Index Key | 0000012239 | |
Document Type | 10-Q | |
Trading Symbol | SPEX | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 2,010,074 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 446 | $ 22 |
Marketable securities | 1,256 | 2,700 |
Prepaid expenses and other assets | 165 | 183 |
Total current assets | 1,867 | 2,905 |
Property and equipment, net | 1 | |
Investments | 10,070 | 10,345 |
Total assets | 11,937 | 13,251 |
Current liabilities | ||
Accounts payable and accrued expenses | 122 | 132 |
Accrued salaries and benefits | 648 | 732 |
Warrant liabilities | 135 | 82 |
Payable to DatChat | 77 | 207 |
Total current liabilities | 982 | 1,153 |
Total liabilities | 982 | 1,153 |
Stockholders' equity | ||
Common stock, 0.0001 par value, 100,000,000 shares authorized; 2,010,028 shares issued at March 31, 2019 and December 31, 2018; 2,010,025 shares outstanding at March 31, 2019 and December 31, 2018 | ||
Additional paid-in-capital | 152,451 | 152,445 |
Treasury stock, at cost, 3 shares at March 31, 2019 and December 31, 2018 | (264) | (264) |
Accumulated deficit | (141,232) | (140,083) |
Total stockholders' equity | 10,955 | 12,098 |
Total liabilities and stockholders' equity | 11,937 | 13,251 |
Series D Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | ||
Series D-1 Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 2,010,028 | 2,010,028 |
Common stock, outstanding | 2,010,025 | 2,010,025 |
Treasury stock | 3 | 3 |
Series D Preferred Stock [Member] | ||
Preferred stock, issued | 4,725 | 4,725 |
Preferred stock, outstanding | 4,725 | 4,725 |
liquidation preference (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series D-1 Convertible Preferred Stock [Member] | ||
Preferred stock, issued | 834 | 834 |
Preferred stock, outstanding | 834 | 834 |
liquidation preference (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating costs and expenses | ||
Amortization of patent portfolio | $ 338 | |
Compensation and related expenses (including stock-based compensation) | 181 | 355 |
Professional fees | 399 | 597 |
Acquisition costs | 11 | 145 |
Other selling, general and administrative | 122 | 142 |
Total operating expenses | 713 | 1,577 |
Loss from operations | (713) | (1,577) |
Other (expenses) income | ||
Other income (expenses) , net | 92 | (97) |
Change in fair value of investment | (475) | |
Change in fair value of warrant liabilities | (53) | 188 |
Total other (expenses) income | (436) | 91 |
Net loss | $ (1,149) | $ (1,486) |
Net loss per share, basic and diluted | ||
Basic and Diluted (in dollars per share) | $ (0.57) | $ (0.96) |
Weighted average number of shares outstanding, basic and diluted | ||
Basic and Diluted (in shares) | 2,010,025 | 1,549,481 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2017 | $ 149,425 | $ (264) | $ (145,055) | $ 4,106 | ||
Beginning Balance (in shares) at Dec. 31, 2017 | 1,467,052 | 5,559 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance common stock in equity raise, net of offering cost | 2,700 | 2,700 | ||||
Issuance common stock in equity raise, net of offering cost (in shares) | 522,876 | |||||
Stock-based compensation | 188 | 188 | ||||
Stock-based compensation (in shares) | 14,118 | |||||
Cumulative effect of the changes related to adoption of ASC 606 | 3,245 | 3,245 | ||||
Net loss | (1,486) | (1,486) | ||||
Ending Balance at Mar. 31, 2018 | 152,313 | $ (264) | (143,296) | 8,753 | ||
Ending Balance (in shares) at Mar. 31, 2018 | 2,004,046 | 5,559 | 3 | |||
Beginning Balance at Dec. 31, 2018 | 152,445 | $ (264) | (140,083) | 12,098 | ||
Beginning Balance (in shares) at Dec. 31, 2018 | 2,010,025 | 5,559 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 6 | 6 | ||||
Net loss | (1,149) | (1,149) | ||||
Ending Balance at Mar. 31, 2019 | $ 152,451 | $ (264) | $ (141,232) | $ 10,955 | ||
Ending Balance (in shares) at Mar. 31, 2019 | 2,010,025 | 5,559 | 3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (1,149) | $ (1,486) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of patent portfolio | 338 | |
Change in fair value of investment | 475 | |
Change in fair value of warrant liabilities | 53 | (188) |
Stock-based compensation | 6 | 188 |
Depreciation expense | 1 | |
Realized loss on marketable securities | 73 | 99 |
Unrealized loss (gain) on marketable securities | (148) | 58 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 18 | (78) |
Accounts payable and accrued expenses | (10) | 110 |
Accrued salaries and benefits | (84) | (70) |
Payable to DatChat | (130) | |
Accrued lease liabilities | (48) | |
Net cash used in operating activities | (896) | (1,076) |
Cash flows from investing activities | ||
Purchase of marketable securities | (2,845) | (5,340) |
Sale of marketable securities | 4,365 | 3,607 |
Purchase of investments at fair value | (200) | |
Purchase of property and equipment | (25) | |
Net cash provided by (used in) investing activities | 1,320 | (1,758) |
Cash flows from financing activities | ||
Cash from issuance common stock, net of offering cost | 2,700 | |
Net cash provided by financing activities | 2,700 | |
Net increase (decrease) in cash and cash equivalents | 424 | (134) |
Cash and cash equivalents, beginning of period | 22 | 197 |
Cash and cash equivalents, end of period | 446 | 63 |
Cash paid for interest and taxes |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Organization and Description of Business Spherix Incorporated (the “Company”) is technology development company committed to the fostering of innovative ideas. The Company was incorporated in 1967 in the State of Delaware as a scientific research company, and for much of its history pursued drug development including through Phase III clinical studies which were discontinued. The Company was formerly focused on commercializing and monetizing patents by acquiring IP from patent holders in order to maximize the value of the patent holdings by conducting and managing a licensing campaign, or through the settlement and litigation of patents. Since March 1, 2013, the Company has received limited funds from its IP monetization. In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology development company. These efforts have focused on biotechnology research and blockchain technology research. The Company’s biotechnology research development includes investments in Hoth Therapeutics Inc. and the proposed merger with CBM BioPharma, Inc. (“CBM”). On May 10, 2019, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one-for-4.25 (the “Reverse Stock Split”). The Reverse Stock Split, which was approved by the Company’s board of directors under authority granted by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders held on April 15, 2019, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on May 9, 2019 (the “Certificate of Amendment”). The Reverse Stock Split was effective at 12:01 a.m., Eastern Standard Time, on May 10, 2019 (the “Effective Date”). Unless the context otherwise requires, all references in this report to shares of the Company’s common stock, including prices per share of its common stock, reflect the Reverse Stock Split. Fractional shares were not issued, and the final number of shares were rounded up to the next whole share. CBM Merger On October 10, 2018, the Company entered into an Agreement and Plan of Merger (the “CBM Merger Agreement”), by and among the Company, Spherix Delaware Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Spherix (“Merger Sub”), CBM, and Scott Wilfong in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) for the stockholders of CBM as of immediately prior to the Effective Time (the “Stockholder Representative”). Pursuant to the CBM Merger Agreement and subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the CBM Merger Agreement, Merger Sub would merge with and into CBM (the “Merger”), with CBM continuing as the surviving corporation in the Merger. Subject to the terms and conditions set forth in the CBM Merger Agreement, at the Effective Time, it was contemplated that: (i) all shares of capital stock of CBM (the “CBM Stock”) issued and outstanding immediately prior to the Effective Time would be converted into the right to receive the Stockholder Merger Consideration (as defined below). As consideration for the Merger, it was agreed that the Company would deliver to the stockholders of CBM an aggregate of 3,529,412 shares of Company common stock (the “Stockholder Merger Consideration”), with each share of Company common stock valued at $4.68 per share. At or prior to the Closing, the Company, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), would enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the parties (the “Escrow Agreement”), pursuant to which the Company shall deposit with the Escrow Agent 352,942 shares from the Stockholder Merger Consideration otherwise deliverable to the stockholders of CBM who own beneficially and of record greater than 10% of the CBM common stock issued and outstanding immediately prior to the Closing (each a “Significant Company Stockholder”) (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), to be held in a segregated escrow account (the “Escrow Account”) and disbursed by the Escrow Agent. Each stockholder of CBM Stockholder at the Effective Time (each, a “CBM Stockholder”) would receive its pro rata share of the Stockholder Merger Consideration (less, in the case of each of the Significant Company Stockholders, its pro rata portion of the Escrow Shares held in the Escrow Account) based on the number of shares of CBM Stock owned by such CBM Stockholder as compared to the total number of shares of CBM Stock owned by all CBM Stockholders as of immediately prior to the Effective Time. The Escrow Shares would serve as a security for, and a source of payment of, the indemnity rights of the Company indemnified parties. In the event that the CBM Merger Agreement was to be terminated by the Company pursuant to certain sections of the agreement, then the Company might have been required to deliver to CBM certificate(s) representing an aggregate of 94,118 shares of the Company’s Common Stock within two (2) business days of termination (the “Termination Fee”). As discussed further in Note 9, on May 15, 2019, the Company restructured the proposed terms of the transaction. See Note 9 for additional details. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2019 | |
Liquidity And Financial Condition | |
Liquidity and Financial Condition | Note 2. Liquidity and Financial Condition The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through: ● managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings, ● seeking additional funds raised through the sale of additional securities in the future, ● seeking additional liquidity through credit facilities or other debt arrangements, and ● increasing revenue from its patent portfolios, license fees and new business ventures. The Company’s ultimate success is dependent on its ability to obtain additional financing and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer-term business plan to support new technologies and help advance innovation. The Company’s working capital amounted to approximately $0.9 million at March 31, 2019. Absent generation of sufficient revenue from the execution of the Company’s long-term business plan, the Company will need to obtain additional debt or equity financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or operations. If the Company attempts to obtain additional debt or equity financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2019, condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2019 and 2018, and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. Net Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2019 and 2018 are as follows: As of March 31, 2019 2018 Convertible preferred stock 688 688 Warrants to purchase common stock 285,273 294,072 Options to purchase common stock 109,387 112,630 Total 395,348 407,390 Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Investments in Marketable Secur
Investments in Marketable Securities | 3 Months Ended |
Mar. 31, 2019 | |
Investments In Marketable Securities | |
Investments in Marketable Securities | Note 4. Investments in Marketable Securities The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three months ended March 31, 2019 and 2018, which are recorded as a component of other (expenses) income on the consolidated statements of operations, are as follows ($ in thousands): For the Three Months Ended March 31, 2019 2018 Realized gain (loss) $ (73 ) $ (99 ) Unrealized gain (loss) 148 (58 ) Dividend income 17 33 $ 92 $ (124 ) |
Investment in Hoth Therapeutics
Investment in Hoth Therapeutics, Inc. | 3 Months Ended |
Mar. 31, 2019 | |
Investment In Hoth Therapeutics Inc. | |
Investment in Hoth Therapeutics, Inc. | Note 5. Investment in Hoth Therapeutics, Inc. On February 20, 2019, Hoth closed its initial public offering (“IPO) of 1,250,000 shares of its common stock at an initial offering price to the public of $5.60 per share. All shares of common stock were offered by Hoth. In February 2019, the Company purchased 35,714 shares of Hoth’s common stock for a total value of $0.2 million. The Company records this investment at fair value and records any change in fair value in the statements of operations (see Note 6). The Company owns 1,735,714 shares of Hoth common shares as of March 31, 2019. The fair value of Hoth common shares as of March 31, 2019 was $8.9 million based on the closing price of $5.15 reported on The Nasdaq Capital Market as of March 31, 2019. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Note 6. Fair Value of Financial Assets and Liabilities Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The following table presents the Company’s assets and liabilities that are measured at fair value at March 31, 2019 and December 31, 2018 ($ in thousands): Fair value measured at March 31, 2019 Total at March 31, 2019 Quoted prices in Significant other Significant unobservable Assets Marketable securities - mutual and exchange traded funds $ 1,256 $ 1,256 $ — $ — Investments in Hoth $ 8,939 $ 8,939 $ — $ — Liabilities Fair value of warrant liabilities $ 135 $ — $ — $ 135 The table above excludes the Company’s investment in DatChat for $1.0 million and its investment in Mellow Scooters for $0.1 million as of March 31, 2019. Such investments were recorded on adjusted cost method measurement alternative in accordance with ASU 2016-01. Fair value measured at December 31, 2018 Total at December 31, 2018 Quoted prices in Significant other Significant unobservable Assets Marketable securities - mutual and exchange traded funds $ 2,700 $ 2,700 $ — $ — Investments in Hoth $ 9,214 $ — $ — $ 9,214 Liabilities Fair value of warrant liabilities $ 82 $ — $ — $ 82 Due to the Hoth’s IPO in February 2019, the Company’s investment in Hoth was transferred from Level 3 to Level 1 during the three months ended March 31, 2019 and there were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2018. Level 3 Valuation Techniques - Liabilities Level 3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the warrant liabilities are recorded in “change in fair value of warrant liabilities” in the Company’s consolidated statements of operations. The Series A and Series B warrants have been recorded at their fair value using the Black-Scholes valuation model, and will be recorded at their respective fair value at each subsequent balance sheet date. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. The warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions at the Company or require the issuance of registered shares upon exercise, do not expressly preclude an implied right to cash settlement and are therefore accounted for as derivative liabilities. A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and as of March 31, 2019 and December 31, 2018 is as follows: Date of valuation March 31, 2019 December 31, 2018 Risk-free interest rate 2.27% 2.48% Expected volatility 100.00% - 103.05% 72.03% - 103.13% Contractual life (in years) 1.69-1.81 1.94-2.06 The risk-free interest rate was based on rates established by the Federal Reserve. For the July 2015 Warrants, the expected volatility in the Black-Scholes model is based on an expected volatility of 100% for both periods which represents the percentage required to be used when valuing the cash settlement feature as contractually stated in the form of warrant. The general expected volatility is based on standard deviation of the Company’s underlying stock price’s daily logarithmic returns. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based upon the fact that the Company has not historically paid dividends on its common stock and does not expect to pay dividends on its common stock in the future. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis for the three months ended March 31, 2019 and 2018 ($ in thousands): Fair Value of Level 3 financial liabilities March 31, March 31, Beginning balance $ 82 $ 822 Fair value adjustment of warrant liabilities 53 (188 ) Ending balance $ 135 $ 634 |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Convertible Preferred Stock | Note 7. Stockholders’ Equity and Convertible Preferred Stock Warrants A summary of warrant activity for the three months ended March 31, 2019 is presented below: Warrants Weighted Average Weighted Average Outstanding as of December 31, 2018 294,072 $ 38.15 1.92 Expired (8,799 ) — — Outstanding as of March 31, 2019 285,273 $ 24.63 1.67 Stock Options A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2019 is presented below: Number of Shares Weighted Average Weighted Average Total Intrinsic Value Outstanding as of December 31, 2018 124,381 $ 209.22 4.8 $ — Employee options expired (14,994 ) — — — Outstanding as of March 31, 2019 109,387 $ 173.51 5.2 $ — Options vested and expected to vest 109,387 $ 173.51 5.2 $ — Options vested and exercisable 103,504 $ 183.12 5.0 $ — Stock-based compensation associated with the amortization of stock option expense was approximately $6,000 and $0.1 million for the three months ended March 31, 2019 and 2018, respectively. Stock-based Compensation Stock-based compensation for the three months ended March 31, 2019 and 2018 was comprised of the following ($ in thousands): For the Three Months Ended March 31, 2019 2018 Non-employee restricted stock awards $ — $ 80 Employee stock option awards 6 108 Total compensation expense $ 6 $ 188 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Office lease The Company leases office space in New York, NY, on a month to month basis, that commenced on August 1, 2018, for approximately $3,500 a month. The Company also leases office space in Longview, TX that commenced January 1, 2018, for approximately $2,000 a month. During the year 2018, the Company leased office space in Williamsburg, VA for approximately $500 a month. This lease commenced on May 15, 2018 and was terminated by the Company on April 30, 2019. Rent expense for the three months ended March 31, 2019 and 2018 was approximately $21,000 and $22,000, respectively. The initial lease term is 12 months. In according with ASC 842, this lease meets the definition of a short term lease. Legal Proceedings In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of technology. From time to time, the Company may be involved in various claims and counterclaims and legal actions arising in the ordinary course of business. The Company knows of no pending material claims or legal matters against it as of the date of this report. Counterclaims In the ordinary course of business, the Company, or with its wholly-owned subsidiaries or monetization partners, will initiate litigation against parties whom it believes have infringed on its intellectual property rights and technologies. The initiation of such litigation exposes the Company to potential counterclaims initiated by the defendants. Currently, there are no counterclaims pending against the Company. In the event such counterclaims are filed, the Company can provide no assurance that the outcome of these claims will not have a material adverse effect on its financial position and results from operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements other than disclosed. On May 10, 2019, the Company effected the Reverse Stock Split. The Reverse Stock Split, which was approved by the Company’s board of directors under authority granted by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders held on April 15, 2019, was consummated pursuant to the Certificate of Amendment. Pursuant to a Share Purchase Agreement, dated as of May 15, 2019, the Company agreed to purchase: (i) 50,000 shares of CBM and (ii) certain securities and uncertificated rights of DatChat from an existing shareholder of CBM and DatChat, for an aggregate purchase price of $350,000. The investment represents a 20% interest in CBM, and the securities and rights of DatChat that were purchased include: (a) a senior convertible note issued by DatChat with outstanding principal of $300,000, with an initial conversion rate of $0.20 per share (b) a warrant to purchase 2,250,000 shares of DatChat common stock at an initial exercise price of $0.20 per share, (c) an option to acquire an additional $300,000 senior convertible note and a warrant to purchase 1,500,000 shares of DatChat common stock, (d) a contingent option to purchase 500,000 shares of DatChat common stock from an existing DatChat stockholder, and (e) a contingent option to put 200,000 shares of DatChat common stock, subject to certain terms and conditions. The transaction is expected to close within 10 business days of the execution of the agreement. On May 15, 2019, the Company restructured the terms of its proposed merger with CBM and entered into an Asset Purchase Agreement (the “APA”) with CBM, whereby the Company agreed to purchase CBM’s Purchased Assets (as defined in the APA), including, among other things, a license agreement relating to certain technologies in the areas of acute myeloid leukemia (AML), acute lymphoblastic leukemia (ALL), acral lentiginous melanoma and pancreatic cancer, university contracts, and contracts with a chief scientist and an advisory board (the “Purchase” or “Asset Acquisition”). In connection with the execution of the APA, the CBM Merger Agreement was terminated and any and all termination fees thereunder have been waived. As consideration for the Purchase, the Company agreed to pay aggregate consideration of $8,000,000 to CBM consisting of (i) an aggregate number of shares of Common Stock equal to $7,000,000 (the “Stock Consideration”) comprised of (A) an aggregate number of shares of Common Stock equal to 9.9% of the issued and outstanding shares of Common Stock as of the Closing Date (as defined in the APA) (the “Common Stock Consideration”) based on a per share purchase price of $3.61, subject to adjustment (the “Buyer Common Stock Price”), which ultimately limits CBM’s maximum voting control of the Company to 9.9% of the Company’s issued and outstanding Common Stock, and (B) such number of shares of nonvoting Series L convertible preferred stock as shall be equal to the Stock Consideration less the value of the shares of Common Stock comprising the Common Stock Consideration, with each share constituting the Stock Consideration valued at the Buyer Common Stock Price, and (ii) cash consideration in the amount of $1,000,000 (the “Cash Consideration Amount”, and together with the Stock Consideration, the “Purchase Consideration”), less the sum of (A) the amount of any Affiliate Receivables (as defined in the APA), (B) the amount of the outstanding Indebtedness (as defined in the APA) as of the Closing Date, if any, to the applicable creditor(s), (C) the amount of the unpaid Transaction Expenses (as defined in the APA) as of the Closing Date, if any, to the applicable payee, and (D) the amount of unpaid Transaction Bonuses (as defined in the APA), if any, to the recipients thereof. The Cash Consideration Amount from the Purchase Consideration is held back and becomes payable to CBM upon the consummation by the Company of the first Qualified Financing (as defined in the APA) after the Closing Date. Upon consummation of a Qualified Financing by the Company, the Company will retain the first $2,000,000 of gross proceeds received in connection with such Qualified Financing and CBM will receive 100% of the gross proceeds of such Qualified Financing received by the Company in excess of $2,000,000 as well as the gross proceeds of any subsequent equity financings by the Company until the Cash Consideration Amount is satisfied in full. The Company is prohibited from issuing shares of Common Stock under the APA which, when aggregated with any other shares of Common Stock of the Company, would exceed 19.99% shares of Common Stock of the Company, unless and until shareholder approval of the issuance of the Common Stock is approved. Upon the execution of the APA, the Company and CBM agreed to terminate the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby, and waived the Termination Fee. Additionally, at or prior to the Closing, the Company, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the parties (the “Escrow Agreement”), pursuant to which the Company shall deposit with the Escrow Agent 10% of the Stock Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), to be held in a segregated escrow account (the “Escrow Account”) and disbursed by the Escrow Agent. Each stockholder of CBM (each, a “CBM Stockholder”) shall receive its pro rata share of the Stock Consideration based on their percentage ownership of CBM. The Escrow Shares shall serve as a security for, and a source of payment of, the indemnity rights of the Company indemnified parties. The obligations of the Company and CBM to consummate the transaction are subject to: (i) (a) all necessary approvals being obtained by relevant governmental authorities, third parties, and the shareholders of the Company and CBM, (b) the absence of any Law (as defined in the APA) being enacted, issued, promulgated, enforced or entered, or any Order (as defined in the APA) by a Governmental Authority which makes the transaction illegal, and (c) no pending Action (as defined in the APA) being brought by a third-party non-Affiliate (as defined in the APA) to enjoin or restrict the transaction; and (dii) certain customary closing conditions, including but not limited to the accuracy of certain representations and warranties, the performance in all material respects of each parties’ obligations, agreements and covenants under the APA, and no Material Adverse Effect having occurred with respect to either the Company or CBM since the date of the APA. The APA may be terminated (i) by mutual written consent of the Company and CBM, (ii) by written notice by the Company or CBM if any of the conditions to Closing (as defined in the APA) are not satisfied or waived by September 30, 2019 (unless a condition to Closing is due to breach or violation of the Company or CBM of any representation, warranty, covenant or obligation under the APA), (iii) by written notice by the Company or CBM if a Governmental Authority (as defined in the APA) has issued an Order (as defined in the APA) or taken action restraining, enjoining or prohibiting the transactions contemplated by the APA (unless a condition to Closing is due to breach or violation of the Company or CBM of any representation, warrant, covenant or obligation under the APA), (iv) by written notice of the Company if there is has been an incurable material breach by CBM of any of its representations, warranties, covenants or obligations, (v) by written notice of CBM if there is or has been an incurable material breach by the Company of any of its representations, warranties, covenants or obligations, or (vi) by written notice by the Buyer if there shall have been a Material Adverse Effect (as defined in the APA) on the Company following the date of the APA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2019, condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2019 and 2018, and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. |
Use of Estimates | Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. |
Significant Accounting Policies | Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. |
Net Loss per Share | Net Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2019 and 2018 are as follows: As of March 31, 2019 2018 Convertible preferred stock 688 688 Warrants to purchase common stock 285,273 294,072 Options to purchase common stock 109,387 112,630 Total 395,348 407,390 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of potentially dilute loss per share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2019 and 2018 are as follows: As of March 31, 2019 2018 Convertible preferred stock 688 688 Warrants to purchase common stock 285,273 294,072 Options to purchase common stock 109,387 112,630 Total 395,348 407,390 |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments In Marketable Securities Tables Abstract | |
Schedule of marketable securities | The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three months ended March 31, 2019 and 2018, which are recorded as a component of other (expenses) income on the consolidated statements of operations, are as follows ($ in thousands): For the Three Months Ended March 31, 2019 2018 Realized gain (loss) $ (73 ) $ (99 ) Unrealized gain (loss) 148 (58 ) Dividend income 17 33 $ 92 $ (124 ) |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets and liabilities | The following table presents the Company’s assets and liabilities that are measured at fair value at March 31, 2019 and December 31, 2018 ($ in thousands): Fair value measured at March 31, 2019 Total at March 31, 2019 Quoted prices in Significant other Significant unobservable Assets Marketable securities - mutual and exchange traded funds $ 1,256 $ 1,256 $ — $ — Investments in Hoth $ 8,939 $ 8,939 $ — $ — Liabilities Fair value of warrant liabilities $ 135 $ — $ — $ 135 Fair value measured at December 31, 2018 Total at December 31, Quoted prices in Significant other Significant unobservable Assets Marketable securities - mutual and exchange traded funds $ 2,700 $ 2,700 $ — $ — Investments in Hoth $ 9,214 $ — $ — $ 9,214 Liabilities Fair value of warrant liabilities $ 82 $ — $ — $ 82 |
Schedule of fair value assumptions | A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and as of March 31, 2019 and December 31, 2018 is as follows: Date of valuation March 31, 2019 December 31, 2018 Risk-free interest rate 2.27% 2.48% Expected volatility 100.00% - 103.05% 72.03% - 103.13% Contractual life (in years) 1.69-1.81 1.94-2.06 |
Schedule of fair value of the company's level 3 financial liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis for the three months ended March 31, 2019 and 2018 ($ in thousands): Fair Value of Level 3 financial liabilities March 31, March 31, Beginning balance $ 82 $ 822 Fair value adjustment of warrant liabilities 53 (188 ) Ending balance $ 135 $ 634 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | A summary of warrant activity for the three months ended March 31, 2019 is presented below: Warrants Weighted Average Weighted Average Outstanding as of December 31, 2018 294,072 $ 38.15 1.92 Expired (8,799 ) — — Outstanding as of March 31, 2019 285,273 $ 24.63 1.67 |
Schedule of fair value of options granted | A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2019 is presented below: Number of Shares Weighted Average Weighted Average Total Intrinsic Value Outstanding as of December 31, 2018 124,381 $ 209.22 4.8 $ — Employee options expired (14,994 ) — — — Outstanding as of March 31, 2019 109,387 $ 173.51 5.2 $ — Options vested and expected to vest 109,387 $ 173.51 5.2 $ — Options vested and exercisable 103,504 $ 183.12 5.0 $ — |
Schedule of stock-based compensation | Stock-based compensation for the three months ended March 31, 2019 and 2018 was comprised of the following ($ in thousands): For the Three Months Ended March 31, 2019 2018 Non-employee restricted stock awards $ — $ 80 Employee stock option awards 6 108 Total compensation expense $ 6 $ 188 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 10, 2019 | Oct. 10, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Investment | $ 10,070 | $ 10,345 | ||
Description of reverse stock split | one-for-4.25 | |||
Escrow Agreement [Member] | ||||
Common stock share issued | 352,942 | |||
Description of merger consideration | The Company may be required to deliver to CBM certificate(s) representing an aggregate of 94,118 shares of the Company’s Common Stock within two (2) business days of termination (the “Termination Fee”). | |||
CBM BioPharma, Inc [Member] | CBM Merger Agreement [Member] | ||||
Common stock share issued | 3,529,412 | |||
Common stock value (in dollars per share) | $ 4.68 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Liquidity And Financial Condition | |
Working capital deficit | $ 900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Potentially dilute securities excluded from calculation | 395,348 | 407,390 |
Convertible preferred stock [Member] | ||
Potentially dilute securities excluded from calculation | 688 | 688 |
Warrants to purchase common stock [Member] | ||
Potentially dilute securities excluded from calculation | 285,273 | 294,072 |
Options to purchase common stock [Member] | ||
Potentially dilute securities excluded from calculation | 109,387 | 112,630 |
Investments in Marketable Sec_3
Investments in Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Investments In Marketable Securities Details Narrative Abstract | ||
Realized gain (loss) | $ (73) | $ (99) |
Unrealized gain (loss) | 148 | (58) |
Dividend income | 17 | 33 |
Total Marketable Securities | $ 92 | $ (124) |
Investment in Hoth Therapeuti_2
Investment in Hoth Therapeutics, Inc. (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Feb. 28, 2019 | Feb. 20, 2019 | Dec. 31, 2018 |
Common Stock [Member] | IPO [Member] | ||||
Sale of stock, number of shares issue | 1,250,000 | |||
Sale of stock, price per share (in dollars per share) | $ 5.60 | |||
Hoth Therapeutics, Inc [Member] | Securities Purchase Agreement [Member] | ||||
Share price (in dollars per share) | $ 0.0001 | |||
Number of common shares issued | 1,735,714 | 35,714 | ||
Purchase price | $ 200 | |||
Fair value of common stock | $ 8,900 | |||
Closing price of common stock | $ 5.15 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Marketable securities - mutual and exchange traded funds | $ 1,256 | $ 2,700 |
Investments | 10,070 | 10,345 |
Liabilities | ||
Fair value of warrant liabilities | 135 | 82 |
Hoth [Member] | ||
Assets | ||
Investments | 9,214 | |
Quoted prices in active markets (Level 1) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | 1,256 | 2,700 |
Investments | 8,939 | |
Liabilities | ||
Fair value of warrant liabilities | ||
Significant other observable inputs (Level 2) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | ||
Investments | ||
Liabilities | ||
Fair value of warrant liabilities | ||
Significant unobservable inputs (Level 3) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | ||
Investments | 9,214 | |
Liabilities | ||
Fair value of warrant liabilities | 82 | |
Significant unobservable inputs (Level 3) [Member] | Hoth [Member] | ||
Assets | ||
Investments | $ 9,214 | |
Significant unobservable inputs (Level 3) [Member] | Other investments [Member] | ||
Liabilities | ||
Fair value of warrant liabilities | $ 135 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities (Details 1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019Number | Dec. 31, 2018 | |
Risk Free Interest Rate [Member] | ||
Measurement input | 0.0227 | 0.0248 |
Price Volatility [Member] | Minimum [Member] | ||
Measurement input | 100 | 0.7203 |
Price Volatility [Member] | Maximum [Member] | ||
Measurement input | 1.0305 | 1.0313 |
Expected Term [Member] | Minimum [Member] | ||
Expected life (in years) | 1 year 8 months 8 days | 1 year 11 months 8 days |
Expected Term [Member] | Maximum [Member] | ||
Expected life (in years) | 1 year 9 months 22 days | 2 years 22 days |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities (Details 2) - Significant unobservable inputs (Level 3) [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 82 | $ 822 | $ 822 | |
Fair value adjustment of warrant liabilities | 53 | (188) | (740) | $ 120 |
Ending balance | $ 135 | $ 634 | $ 82 | $ 822 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Investments | $ 10,070 | $ 10,345 |
Accounting Standards Update 2016-01 [Member] | DatChat [Member] | ||
Investments | 1,000 | |
Accounting Standards Update 2016-01 [Member] | Mellow Scooters [Member] | ||
Investments | $ 100 |
Stockholders' Equity and Conv_3
Stockholders' Equity and Convertible Preferred Stock (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Outstanding at beginnning | shares | 294,072 |
Expired | shares | (8,799) |
Outstanding at ending | shares | 285,273 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginnning balance | $ / shares | $ 38.15 |
Expired | $ / shares | |
Ending balance | $ / shares | $ 24.63 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Weighted Average Remaining Contractual Life [Roll Forward] | |
Outstanding at beginnning | 1 year 10 months 12 days |
Outstanding at ending | 1 year 8 months 12 days |
Stockholders' Equity and Conv_4
Stockholders' Equity and Convertible Preferred Stock (Details 1) - Stock Option [Member] - Employee [Member] | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number of Shares [Roll Forward] | |
Outstanding at beginning | shares | 124,381 |
Employee options expired | shares | (14,994) |
Outstanding at ending | shares | 109,387 |
Options vested and expected to vest | shares | 109,387 |
Options vested and exercisable | shares | 103,504 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 209.22 |
Employee options expired | $ / shares | |
Outstanding at ending | $ / shares | 173.51 |
Options vested and expected to vest | $ / shares | 173.51 |
Options vested and exercisable | $ / shares | $ 183.12 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Total Intrinsic Value [Roll Forward] | |
Outstanding at beginning | $ | |
Employee options expired | $ | |
Outstanding at ending | $ | |
Options vested and expected to vest | $ | |
Options vested and exercisable | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Remaining Contractual Life [Roll Forward] | |
Outstanding at beginning | 4 years 9 months 18 days |
Outstanding at ending | 5 years 2 months 12 days |
Options vested and expected to vest | 5 years 2 months 12 days |
Options vested and exercisable | 5 years |
Stockholders' Equity and Conv_5
Stockholders' Equity and Convertible Preferred Stock (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total compensation expense | $ 6 | $ 188 |
Restricted Stock [Member] | Non-Employee [Member] | ||
Total compensation expense | 80 | |
Stock Option [Member] | Employee [Member] | ||
Total compensation expense | $ 6 | $ 108 |
Stockholders' Equity and Conv_6
Stockholders' Equity and Convertible Preferred Stock (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||
Allocated stock based compensation | $ 6,000 | $ 1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Officer [Member] - USD ($) $ in Thousands | Aug. 02, 2018 | May 15, 2018 | Jan. 02, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Lease rent | $ 21,000 | $ 22,000 | |||
Lease expiry | Apr. 30, 2019 | ||||
Lease term | 1 year | ||||
NEW YORK | |||||
Lease rent | $ 3,500 | ||||
TEXAS | |||||
Lease rent | $ 2,000 | ||||
UNITED STATES | |||||
Lease rent | $ 500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ / shares in Units, $ in Thousands | May 15, 2019USD ($)Number$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($)shares |
Subsequent Event [Line Items] | |||
Amount of shares issued | $ 2,700 | ||
Gross proceeds | $ 2,700 | ||
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | shares | 522,876 | ||
Amount of shares issued | |||
CBM BioPharma, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Amount of shares issued | 7,000,000 | ||
Consideration paid | 8,000,000 | ||
Gross proceeds | $ 2,000,000 | ||
CBM BioPharma, Inc [Member] | Ownership [Member] | |||
Subsequent Event [Line Items] | |||
Ownership held | 9.90% | ||
Share price (in dollars per share) | $ / shares | $ 3.61 | ||
Asset Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Gross proceeds | $ 2,000,000 | ||
Asset Purchase Agreement [Member] | Ownership [Member] | |||
Subsequent Event [Line Items] | |||
Ownership held | 19.99% | ||
Asset Purchase Agreement [Member] | CBM BioPharma, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Consideration paid | $ 1,000,000 | ||
Subsequent Event [Member] | Share Purchase Agreement [Member] | DatChat [Member] | |||
Subsequent Event [Line Items] | |||
Amount of shares issued | $ 300,000 | ||
Share price (in dollars per share) | $ / shares | $ 0.20 | ||
Subsequent Event [Member] | Share Purchase Agreement [Member] | DatChat [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | shares | 200,000 | ||
Amount of shares issued | $ 300,000 | ||
Number of shares purchase | shares | 500,000 | ||
Subsequent Event [Member] | Share Purchase Agreement [Member] | DatChat [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Number of warrant purchase | shares | 2,250,000 | ||
Exercise price (in dollars per share) | $ / shares | $ 0.20 | ||
Subsequent Event [Member] | Share Purchase Agreement [Member] | DatChat [Member] | Warrant [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of warrant purchase | shares | 1,500,000 | ||
Subsequent Event [Member] | Share Purchase Agreement [Member] | CBM BioPharma, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | shares | 50,000 | ||
Aggregate purchase price | $ 350,000 | ||
Investment interest rate | 20.00% | ||
Transaction days | Number | 10 |