Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 27, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ALT | ||
Entity Registrant Name | ALTIMMUNE, INC. | ||
Entity Central Index Key | 0001326190 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 13,451,105 | ||
Entity Public Float | $ 12.3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 33,718,713 | $ 8,769,465 |
Restricted cash | 634,416 | 3,534,174 |
Total cash, cash equivalents, and restricted cash | 34,353,129 | 12,303,639 |
Accounts receivable | 3,461,938 | 3,806,239 |
Tax refunds receivable | 1,008,973 | 6,361,657 |
Prepaid expenses and other current assets | 548,094 | 994,332 |
Total current assets | 39,372,134 | 23,465,867 |
Property and equipment, net | 1,342,802 | 603,146 |
Intangible assets, net | 13,851,924 | 38,722,270 |
Other assets | 183,682 | 238,917 |
Total assets | 54,750,542 | 63,030,200 |
Current liabilities: | ||
Notes payable | 71,596 | 49,702 |
Accounts payable | 372,860 | 129,075 |
Accrued expenses and other current liabilities | 4,082,949 | 3,660,924 |
Total current liabilities | 4,527,405 | 3,839,701 |
Deferred income taxes | 58,500 | 5,938,402 |
Other long-term liabilities | 1,852,071 | 4,574,507 |
Total liabilities | 6,437,976 | 14,352,610 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 200,000,000 and 100,000,000 shares authorized; 9,078,735 and 609,280 shares issued; 9,078,238 and 608,499 shares outstanding at December 31, 2018 and 2017, respectively | 876 | 61 |
Additional paid-in capital | 170,207,844 | 121,657,587 |
Accumulated deficit | (116,855,991) | (77,684,839) |
Accumulated other comprehensive loss — foreign currency translation adjustments | (5,040,163) | (4,576,986) |
Total stockholders’ equity | 48,312,566 | 39,395,823 |
Total liabilities and stockholders’ equity | $ 54,750,542 | 63,030,200 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Series B redeemable convertible preferred stock; $0.0001 par value; 16,000 shares designated; zero and 12,177 shares issued and outstanding at December 31, 2018 and 2017, respectively; aggregate liquidation and redemption value of $9,281,767 at December 31, 2017 | $ 9,281,767 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 9,078,735 | 609,280 |
Common stock, shares outstanding | 9,078,238 | 608,499 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares designated | 16,000 | 16,000 |
Convertible preferred stock, shares issued | 0 | 12,177 |
Convertible preferred stock, shares outstanding | 0 | 12,177 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Total revenue | $ 10,331,168 | $ 10,738,322 |
Operating expenses | ||
Research and development | 18,459,310 | 18,406,329 |
General and administrative | 9,765,581 | 8,457,557 |
Impairment charges | 24,940,687 | 35,919,695 |
Total operating expenses | 53,165,578 | 62,783,581 |
Loss from operations | (42,834,410) | (52,045,259) |
Other income (expense) | ||
Changes in fair value of warrant liability, including loss on exchange | (2,878,484) | 97,763 |
Changes in fair value of embedded derivative | 184,555 | (7,379) |
Interest expense | (297,090) | (162,139) |
Interest income | 226,597 | 47,579 |
Other income, net | 277,886 | 5,670 |
Total other income (expense) | (2,486,536) | (18,506) |
Net loss before income tax benefit | (45,320,946) | (52,063,765) |
Income tax benefit | 6,149,794 | 5,638,375 |
Net loss | (39,171,152) | (46,425,390) |
Other comprehensive income (loss) — foreign currency translation adjustments | (463,177) | 2,997,826 |
Comprehensive loss | (39,634,329) | (43,427,564) |
Net loss | (39,171,152) | (46,425,390) |
Preferred stock accretion and other deemed dividends | (3,307,800) | (4,930,010) |
Net loss attributable to common stockholders | $ (42,478,952) | $ (51,355,400) |
Weighted-average common shares outstanding, basic and diluted | 2,802,382 | 431,878 |
Net loss per share attributable to common stockholders, basic and diluted | $ (15.16) | $ (118.91) |
Research Grants and Contracts [Member] | ||
Revenue | ||
Total revenue | $ 10,311,388 | $ 10,696,819 |
License Revenue [Member] | ||
Revenue | ||
Total revenue | $ 19,780 | $ 41,503 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) | Total | Public Offering [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Public Offering [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Public Offering [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Dec. 31, 2016 | $ 32,207,323 | $ 24 | $ 71,035,567 | $ (31,259,449) | $ (7,574,812) | |||||
Beginning Balance (in shares) at Dec. 31, 2016 | 235,615 | |||||||||
Beginning Balance at Dec. 31, 2016 | $ 5,993 | |||||||||
Beginning Balance (in shares) at Dec. 31, 2016 | 599,285 | |||||||||
Stock based compensation | 1,210,499 | 1,210,499 | ||||||||
Vesting and accelerated vesting of restricted stock | 233,679 | 233,679 | ||||||||
Vesting and accelerated vesting of restricted stock (in shares) | 1,704 | |||||||||
Exercises of stock options | 16,455 | $ 1 | 16,454 | |||||||
Exercises of stock options (in shares) | 6,689 | |||||||||
Warrant issuance, net of issuance costs | 548,956 | 548,956 | ||||||||
Conversion of Series B convertible preferred stock into common stock | $ (5,993) | $ 2 | 5,991 | |||||||
Conversion of Series B convertible preferred stock into common stock (in shares) | (599,285) | 19,976 | ||||||||
Conversion of convertible notes and accrued interest into common stock | 3,645,424 | $ 1 | 3,645,423 | |||||||
Conversion of convertible notes and accrued interest into common stock (in shares) | 10,558 | |||||||||
Warrant exercises | $ 2 | (2) | ||||||||
Warrant exercises (in shares) | 22,024 | |||||||||
Issuance of common stock for the acquisition of subsidiaries | 44,742,737 | $ 23 | 44,742,714 | |||||||
Issuance of common stock for the acquisition of subsidiaries (in shares) | 229,450 | |||||||||
Issuance of Series B redeemable convertible preferred stock and warrants, net of issuance costs and discounts | 1,506,196 | 1,506,196 | ||||||||
Issuance of Series B redeemable convertible preferred stock and warrants, net of issuance costs and discounts | $ 7,993,885 | |||||||||
Issuance of Series B redeemable convertible preferred stock and warrants, net of issuance costs and discounts (in shares) | 15,656 | |||||||||
Accretion of Series B redeemable convertible preferred stock | (4,766,942) | (4,766,942) | ||||||||
Accretion of Series B redeemable convertible preferred stock | $ 4,766,942 | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock | 3,479,060 | $ 8 | 3,479,052 | |||||||
Conversion of Series B redeemable convertible preferred stock into common stock (in shares) | 82,483 | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock | $ (3,479,060) | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock (in shares) | (3,479) | |||||||||
Foreign currency translation adjustments | 2,997,826 | 2,997,826 | ||||||||
Net loss | (46,425,390) | (46,425,390) | ||||||||
Ending Balance at Dec. 31, 2017 | 39,395,823 | $ 61 | 121,657,587 | (77,684,839) | (4,576,986) | |||||
Ending Balance (in shares) at Dec. 31, 2017 | 608,499 | |||||||||
Ending Balance at Dec. 31, 2017 | $ 9,281,767 | |||||||||
Ending Balance (in shares) at Dec. 31, 2017 | 12,177 | |||||||||
Stock based compensation | 762,162 | 762,162 | ||||||||
Stock based compensation (in shares) | 322,906 | |||||||||
Vesting and accelerated vesting of restricted stock | 11,203 | 11,203 | ||||||||
Vesting and accelerated vesting of restricted stock (in shares) | 284 | |||||||||
Exercises of stock options | $ 22,898 | $ 1 | 22,897 | |||||||
Exercises of stock options (in shares) | 9,541 | 9,540 | ||||||||
Conversion of Series B convertible preferred stock into common stock | $ (2,386,285) | |||||||||
Conversion of Series B convertible preferred stock into common stock (in shares) | (2,364) | |||||||||
Accretion of Series B redeemable convertible preferred stock | $ (2,894,885) | (2,894,885) | ||||||||
Accretion of Series B redeemable convertible preferred stock | $ 2,894,885 | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock | 9,790,367 | $ 50 | 9,790,317 | |||||||
Conversion of Series B redeemable convertible preferred stock into common stock (in shares) | 502,078 | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock | $ (9,790,367) | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock (in shares) | (9,813) | |||||||||
Redemption of Series B redeemable convertible preferred stock for cash and release of embedded derivative | 23,292 | 23,292 | ||||||||
Issuance of common stock for the exchange of warrants | 3,433,041 | $ 32 | 3,433,009 | |||||||
Issuance of common stock for the exchange of warrants (in shares) | 318,668 | |||||||||
Issuance of common stock and units, net of offerings cost | 26,735,488 | $ 10,667,506 | $ 491 | $ 241 | 26,734,997 | $ 10,667,265 | ||||
Issuance of common stock and units, net of offering costs (in shares) | 4,916,263 | 2,400,000 | ||||||||
Foreign currency translation adjustments | (463,177) | (463,177) | ||||||||
Net loss | (39,171,152) | (39,171,152) | ||||||||
Ending Balance at Dec. 31, 2018 | $ 48,312,566 | $ 876 | $ 170,207,844 | $ (116,855,991) | $ (5,040,163) | |||||
Ending Balance (in shares) at Dec. 31, 2018 | 9,078,238 | |||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (39,171,152) | $ (46,425,390) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment charges | 24,940,687 | 35,919,695 |
Stock-based compensation | 773,248 | 1,443,492 |
Depreciation | 218,717 | 83,834 |
Amortization | 83,652 | 55,185 |
Deferred tax benefit | (6,149,794) | (2,617,080) |
Unrealized loss on foreign currency exchange | 64,806 | |
Debt discount accretion | 180,611 | 98,060 |
(Gain) loss from disposal of property and equipment | (3,806) | 9,182 |
Changes in fair value of warrant liability, including loss on exchange | 2,878,484 | (97,763) |
Changes in fair value of embedded derivative | (184,555) | 7,379 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 344,301 | (1,948,655) |
Prepaid expenses and other current assets | 499,391 | (349,110) |
Accounts payable | 243,062 | (2,623,896) |
Accrued expenses and other current liabilities | 17,110 | (364,651) |
Deferred revenue | (19,780) | (19,753) |
Deferred rent | 818,893 | 22,025 |
Tax refund receivable | 5,077,217 | (3,406,633) |
Net cash used in operating activities | (9,388,908) | (20,214,079) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash assumed in acquisition | 13,684,535 | |
Purchases of property and equipment | (975,407) | (112,441) |
Proceeds from sale of property and equipment | 14,492 | 7,635 |
Additions to intangible assets | (40,227) | (53,886) |
Refund of cash held in escrow | 200,000 | |
Net cash (used in) provided by investing activities | (1,001,142) | 13,725,843 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of notes payable | (1,549,702) | (212,431) |
Proceeds from issuance of convertible notes, net of issuance costs | 3,018,780 | |
Redemption of preferred stock | (2,386,285) | |
Cash paid in conjunction with warrant exchange | (1,100,000) | |
Proceeds from conditional economic incentive | 100,000 | |
Proceeds from issuance of common stock, net of issuance costs | 4,334,816 | |
Proceeds from issuance of common units, net of issuance costs | 33,068,178 | |
Proceeds from exercise of stock options | 22,898 | 16,455 |
Net cash provided by financing activities | 32,489,905 | 15,841,374 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (50,365) | 74,387 |
Net increase in cash, cash equivalents, and restricted cash | 22,049,490 | 9,427,526 |
Cash, cash equivalents, and restricted cash — beginning of year | 12,303,639 | 2,876,113 |
Cash, cash equivalents, and restricted cash — end of year | 34,353,129 | 12,303,639 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 57,214 | 9,352 |
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Settlement of warrant liability for common stock | 3,433,041 | |
Notes payable issued in conjunction with the exchange of warrants | 1,500,000 | |
Conversion of convertible notes into common stock | 3,645,424 | |
Accrued expenses and notes payable replaced with convertible notes | 1,077,540 | |
Common stock warrant issued with convertible notes, net of issuance costs | 548,956 | |
Addition of property and equipment not yet paid | 328,384 | |
Billed lease incentive obligations not yet paid | 350,076 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of Series B redeemable convertible preferred stock and warrants, net of issuance costs | 13,018,570 | |
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Conversion of Series B redeemable convertible preferred stock into common stock | 9,790,367 | 3,479,060 |
Accretion of Series B redeemable convertible preferred stock | $ 2,894,885 | 4,766,942 |
Series B Preferred Stock [Member] | ||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Conversion of Series B redeemable convertible preferred stock into common stock | $ 5,993 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business Altimmune, Inc., headquartered in Gaithersburg, Maryland, United States, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a clinical stage biopharmaceutical company incorporated under the laws of the State of Delaware. The Company is focused on discovering and developing immunotherapies and vaccines to address significant unmet medical needs. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of common and convertible preferred stock, long-term debt, and proceeds from research grants and government contracts. The Company has not generated any revenues from the sale of any products to date, and there is no assurance of any future revenues from product sales. The Company’s business is a result of a merger between PharmAthene, Inc. (“PharmAthene”) and the business previously known as Altimmune, Inc. (“Private Altimmune”). In May of 2017, Private Altimmune merged with PharmAthene pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated January 18, 2017 among Private Altimmune, PharmAthene, its wholly owned acquisition subsidiaries Mustang Merger Sub Corp I Inc. (“Merger Sub Corp”) and Mustang Merger Sub II LLC (“Merger Sub LLC”). Pursuant to the Merger Agreement, Merger Sub LLC agreed to acquire 100% of the outstanding capital stock of Private Altimmune in a reverse triangular merger and reorganization pursuant to section 368(a) of the Internal Revenue Code (the “Mergers”) (see Note 3). Prior to the Mergers, PharmAthene was a publicly traded biodefense company engaged in Phase 2 clinical trials in developing a next generation anthrax vaccine. Prior to and as a condition for the Mergers, in January 2017, Private Altimmune entered into a Convertible Promissory Note Purchase Agreement (the “Note Agreement”) for the private placement of an aggregate of $8.6 million of 6% convertible notes (the “Notes”) to be issued in two separate closings. The initial closing under the Note Agreement dated March 9, 2017 resulted in $3,150,630 of gross proceeds. The initial closing also included the repayment of $196,496 of certain existing outstanding notes payable and $881,044 of certain accrued expenses that were modified and became a component of the Notes on March 9, 2017. In connection with the Notes, Private Altimmune issued warrants to purchase 1,659 shares of Private Altimmune common stock to certain holders of the Notes, with an exercise price of $0.01 per share. These warrants are classified as permanent equity (see Note 12). The second closing under the Note Agreement was satisfied in connection with the sale of Series B redeemable convertible preferred stock (“redeemable preferred stock”) that closed on August 16, 2017 (see Note 10). On May 4, 2017, Private Altimmune and PharmAthene closed the Mergers in accordance with the terms of the Merger Agreement. Upon the closing of the Mergers, (i) Merger Sub Corp merged with and into Private Altimmune, with Private Altimmune remaining as the surviving corporation; (ii) Private Altimmune then merged with and into Merger Sub LLC, with Merger Sub LLC (renamed as “Altimmune LLC”) remaining as the surviving entity; and (iii) PharmAthene was renamed as “Altimmune, Inc.” Upon closing of the Mergers, all equity instruments of Private Altimmune were exchanged for corresponding equity instruments of PharmAthene (see Note 3). Except where the context indicates otherwise, references to “we,” “us,” “our,” “Altimmune” or the “Company” refer, for periods prior to the completion of the Mergers, to Private Altimmune and its subsidiaries, and for periods following the completion of the Mergers to the combined company and its subsidiaries. Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with accounting principles general accepted in the United States (“U.S. GAAP”). The consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities in the ordinary course of business. As more fully described in Note 3, the comparable information included in these consolidated financial statements is that of Altimmune, Inc., the deemed accounting acquirer and in connection with the Mergers, all historical share and per share information including common stock, convertible preferred stock, redeemable preferred stock, common stock warrants, restricted stock and stock options, has been retroactively adjusted to reflect the effect of the share exchange ratio. In addition, on September 13, 2018, the Company filed Certificates of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000 shares and to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-30 (the “Reverse Stock Split”). All references set forth in this Annual Report to number of shares or per share data of the Company have been presented retroactively on a post Reverse Stock Split basis. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through December 31, 2018, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concludes that the fair value of these obligations is negligible, and no related reserves are established. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates relied upon in preparing the accompanying consolidated financial statements were related to revenue recognition, the fair value of common stock and other equity instruments, accounting for stock-based compensation, income taxes, collectability of accounts receivable, useful lives of long-lived assets, fair value of assets acquired and liabilities assumed, impairment of goodwill and other long-lived assets, and accounting for project development and certain accruals. The Company assesses the above estimates on an ongoing basis; however, actual results could differ materially from those estimates. Comprehensive Loss For the years presented, the total comprehensive loss includes net loss and other comprehensive loss which represents foreign currency translation adjustments. Foreign Currency Translation Historically the Company’s UK subsidiaries utilized the British pound as their functional currency. The assets and liabilities of these subsidiaries were translated at current exchange rates, while revenue and expenses were translated at the average rates in effect for the period. The related translation gains and losses were included in other comprehensive income or loss within the Consolidated Statements of Operations and Comprehensive Loss. As a result of an analysis which took into account the economic indicators of these subsidiaries from a long-term perspective, the Company changed the functional currency for these subsidiaries from British Pounds to U.S. Dollars effective as of July 1, 2018. The change in the Company’s functional currency determination has been applied on a prospective basis in accordance with ASC 830. Therefore, any translation gains and losses that were previously recorded in accumulated other comprehensive income through June 30, 2018 remain unchanged as of December 31, 2018. Segment Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, the research and development of immunotherapies and vaccines. Business Combination The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company collects information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill during the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations and comprehensive loss. Amounts paid for acquisitions are allocated to the tangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The Company allocates the purchase price in excess of net tangible assets acquired to identifiable intangible assets, including purchased research and development. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The Company’s purchased research and development identified as part of business combinations represents the estimated fair value as of the acquisition date of substantive in-process projects that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval. The valuation of IPR&D assets is determined using the discounted cash flow method. In determining the value of IPR&D assets, the Company considers, among other factors, the stage of completion of the projects, the technological feasibility of the projects, whether the projects have an alternative future use and the estimated residual cash flows that could be generated from the various projects and technologies over their respective projected economic lives. The discount rate used is determined at the time of acquisition and includes a rate of return which accounts for the time value of money, as well as risk factors that reflect the economic risk that the cash flows projected may not be realized. Intangible Assets Intangible assets acquired in a business combination consist primarily of IPR&D assets. The value attributable to IPR&D projects at the time of acquisition is capitalized as an indefinite-lived intangible asset and tested for impairment until the project is completed or abandoned. Upon completion of the project, the indefinite-lived intangible asset will be accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the indefinite-lived intangible asset will be charged to expense. Intangible assets acquired in other transactions are recorded at cost. Intangible assets with finite useful lives consist of legal costs incurred in the course of obtaining patents and license issuance fees for the use of proprietary technologies. Costs incurred for obtaining patents are amortized on a straight-line basis over the estimated useful lives of the assets from the time of approval of the patent. Prior to approval, these costs are carried on the balance sheets and not amortized. In the event approval is denied, the cost of the denied application is expensed. License issuance fees are amortized on a straight-line basis over the estimated useful lives of the underlying licensed technology. Intangible assets with finite useful lives are being amortized over 6 to 20 years and are evaluated separately from indefinite-lived intangible assets for impairment at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Acquisition-related Costs Acquisition-related costs incurred in connection with the Mergers were expensed as incurred and include direct and incremental costs associated with the acquisition. Impairment of Long-lived Assets and Goodwill The Company evaluates our long-lived tangible and intangible assets, including IPR&D assets and goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment of long-lived assets other than goodwill and definite lived intangibles is assessed by comparing the undiscounted cash flows expected to be generated by the asset to its carrying value. Goodwill is tested for impairment by comparing the estimated fair value of our single reporting unit to its carrying value. The Company’s IPR&D assets are currently non-amortizing. Until such time as the projects are either completed or abandoned, the Company test those assets for impairment at least annually at year end, or more frequently at interim periods, by evaluating qualitative factors which could be indicative of impairment. Qualitative factors being considered include, but are not limited to, the current project status, forecasted changes in the timing or amounts required to complete the project, forecasted in timing or changes in the future cash flows to be generated by the completed products, and changes to other market-based assumptions, such as discount rates. If impairment indicators are present as a result of our qualitative assessment, the Company will test those assets for impairment by comparing the fair value of the assets to their carrying value. Upon completion or abandonment, the value of the IPR&D assets will be amortized to expense over the anticipated useful life of the developed products, if completed, or charged to expense when abandoned if no alternative future use exists. During the fourth quarter of 2018, based on the continued decline of the Company’s market capitalization following the completion of the equity offerings and a strategic review of development pipelines at the direction of our new CEO, the Company concluded under the qualitative assessment that an impairment indicator was present as it related to the Company’s three IPR&D assets. Based on the strategic review, the Company concluded it would discontinue development of the Oncosyn cancer immunotherapy program and accordingly the entire amount of this IPR&D asset, or $3.1 million, was charged to expense (Note 6). For the remaining two IPR&D assets related to HepTcell and SparVax-L, the Company calculated fair value using an excess earnings method or discounted cash flow model and compared the fair value to the carrying amount of the indefinite lived asset. Based on the analysis, the fair value of our HepTcell IPR&D asset exceeded its carrying value by an amount greater than 10%. However, the Company concluded that the fair value of our SparVax-L IPR&D intangible asset was $1,000,000 as compared to the current carrying value of the asset of $22,389,000 which resulted in an impairment charge of approximately $21,389,000 (Note 6). Key assumptions used in these Level 3 fair value analysis included projected cash flows, a probability of success of the ultimate project, and the discount rate. Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. The Company tests goodwill for impairment during the fourth quarter of each year, or more frequently if impairment indicators arise. The Company tests goodwill impairment using a one-step quantitative test. If the carrying value of a reporting unit exceeds its fair value, the amount of goodwill impairment is the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company considers multiple methods including both market and income approaches to determine fair value of its one reporting unit, and primarily rely on fair value estimated based on the Company’s market capitalization (a Level 2 input) as of or near the testing date, adjusted for an estimated control premium. During the year ended December 31, 2017, the Company concluded that goodwill was impaired and the full amount of its carrying value of $35,919,695 was written off as an impairment charge which was classified as a component of operating expenses (Note 6). An additional goodwill impairment charge of $490,676 was recorded during the year ended December 31, 2018 as a result of a purchase price allocation adjustments recorded during the period (Note 3). There was no goodwill balance outstanding at December 31, 2018. Fair Value Measurements The Company follows the guidance in FASB Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term. Level 3 — Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may change for many instruments. This condition could cause an instrument to be reclassified within levels in the fair value hierarchy. There were no transfers within the fair value hierarchy during the years ended December 31, 2018 and 2017. Financial Instruments Throughout 2018, the Company’s financial instruments consisted of cash, cash equivalents, restricted cash, accounts receivable, notes payable, accounts payable, accrued expenses, BPI France notes, common stock warrants classified as a liability, common stock warrants classified as equity, convertible preferred stock, redeemable convertible preferred stock, and an embedded derivative. The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those financial instruments. The BPI France notes are recorded at their repayment value which approximates fair value. Redeemable convertible preferred stock until its redemption was classified as temporary equity and its carrying amount accreted over the term of the instrument up to its liquidation and redemption value. Common stock warrants classified as equity and convertible preferred stock classified as permanent equity are initially recorded at their grant date fair value. For those warrants with a down round feature, if the down round feature is triggered the Company would remeasure those instruments at that time with changes recorded as a deemed dividend all within equity. Common stock warrants classified as a liability and the embedded derivative are recorded at fair value and are remeasured every reporting period with the changes in fair value recorded as a component of other income (expenses), net until their settlement or exercise. Research Grants and Contracts Research grants and contracts are derived from government and foundation grants and contracts that support the Company’s efforts on specific research projects. The Company has determined that the government agencies and foundations providing grants and contracts to the Company are not customers. These grants and contracts generally provide for reimbursement of approved costs as those costs are incurred by the Company. Research grants and contracts and the related accounts receivable are recognized as earned when reimbursable expenses are incurred and the earnings process is complete. Payments received in advance of services being provided are recorded as deferred revenue. Research and Development Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense; consulting costs; external contract research and development expenses; raw materials; drug product manufacturing costs; and allocated overhead, including depreciation and amortization, rent and utilities. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense and amortized over the service period as the services are provided. Clinical Trial Costs Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activation, and other information provided to the Company by our vendors. Cash Equivalents The Company considers all highly liquid investments purchased with remaining maturities of 90 days or less on the purchase date to be cash equivalents, and include amounts held in money market funds which are actively traded (a Level 1 input). Restricted Cash The Company had restricted cash of $634,416 at December 31, 2018 held in money market savings accounts as collateral for the Company’s facility lease obligation and as a bond to support the attachment of certain assets subject to sale or collection on amounts currently due. Restricted cash is classified as a component of cash, cash equivalents, and restricted cash in the accompanying consolidated balance sheets and consolidated statements of cash flows. Accounts Receivable Accounts receivable includes both billed and unbilled amounts. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables represent amounts reimbursed under its government grants and contracts. The Company believes that credit risks associated with these government grants and contracts is not significant. To date, the Company has not experienced any losses associated with accounts receivable and do not maintain an allowance for doubtful accounts. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses in these deposits. The Company recognizes research grants and contracts earned in connection with the services provided on research and development projects. The Company provides credit in the normal course of providing such services based on evaluations of the grantors’ financial condition and generally does not require collateral. To manage accounts receivable credit risk, the Company monitors the creditworthiness of its grantors. The U.S. Government accounts for 100% of research grants and contracts and accounts receivable for the years ended December 31, 2018 and 2017. As discussed above, the Company believes that credit risks associated with these government grants and contracts and accounts receivable is not significant. Property and Equipment, Net Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred, whereas major improvements are capitalized as additions to property and equipment. Costs of assets under construction are capitalized but are not depreciated until the construction is substantially complete and the assets being constructed are ready for their intended use. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Life Computer and telecommunications 3 – 5 years Software 3 years Furniture, fixtures and equipment 5 years Laboratory equipment 7 years Leasehold improvements Lesser of lease term or estimated useful lives Patent and licensing costs The cost to obtain patents and licenses are capitalized as incurred and amortized over the expected life of the patent. Costs to maintain patents and licenses are expensed as incurred. These costs are classified as research and development expenses in the accompanying statements of operations and comprehensive loss. Preferred Stock Shares of redeemable preferred stock issued in August 2017 represented the second closing under the Note Agreement (see Notes 1 and 9). Redeemable preferred stock was classified as temporary equity and was initially recorded at its original issuance price, net of issuance costs and discounts. Such discounts included common stock warrants issued as part of the financing which were required to be classified as a liability and recorded at fair value (Note 12), an embedded derivative related to certain redemption features which was classified as a liability and recorded at fair value (Note 10), and the intrinsic value of a beneficial conversion feature present in the instrument at issuance (Note 10). The carrying value of the redeemable preferred stock was accreted over the term of the redeemable preferred stock up to its redemption value, using the straight-line method which approximates the interest method due to the short-term nature of the redeemable preferred stock terms with the amount of the accretion recorded as a reduction of additional paid-in capital. All redeemable preferred stock has either been redeemed or converted to common stock as of December 31, 2018. Warrants Common stock warrants issued in connection with convertible preferred stock and the Notes were classified as a component of permanent equity because they were freestanding financial instruments that were legally detachable and separately exercisable from other debt and equity instruments, were contingently exercisable, did not embody an obligation for the Company to repurchase its own shares, and permitted the holders to receive a fixed number of common shares upon exercise. In addition, such warrants required physical settlement and did not provide any guarantee of value or return. These warrants were initially recorded at their issuance date allocated fair value and were not subsequently remeasured. These warrants were valued using the Black Scholes option pricing model (“Black-Scholes”) and were converted into Private Altimmune common stock according to their original terms upon the Mergers. Common stock warrants issued in connection with the redeemable preferred stock were classified as a liability because these warrants contained terms which could, in certain circumstances, required the Company to settle the instruments for cash and such circumstances are outside the Company’s control. Common stock warrants classified as a liability are initially recorded at their issuance date fair value and are remeasured on each subsequent balance sheet date with changes in fair value recorded as a component of other income (expenses), net. These common stock warrants were valued using the Monte Carlo simulation valuation model. These warrants were subsequently redeemed in 2018 (Note 12). Common stock warrants issued in connection with the Unit Offering (as defined in Note 11) and the Second Registered Direct Offering (as defined in Note 11) were classified as a component of permanent equity because they are freestanding financial instruments that were legally detachable and separately exercisable from other debt and equity instruments, are contingently exercisable, do not embody an obligation for the Company to repurchase its shares, and permits the holders to receive a fixed number of common shares upon exercise. In addition, such warrants did not provide any guarantee of value or return. The Second Registered Direct Offering triggered a down round adjustment to the exercise price of the warrants issued in the Unit Offering from $6.00 to $4.1798. The value of a down round feature is measured as the difference between the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and the financial instrument’s fair value (without the down round feature) Pre-trigger Fair Value Post-trigger Fair Value Expected volatility 82.50 % 82.50 % Expected term (years) 4.98 4.98 Risk-free interest rate 3.07 % 3.07 % Stock Price $ 4.94 $ 4.94 Exercise Price $ 6.00 $ 4.18 Stock-based Compensation The Company accounts for all stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awarded to employees is measured at the grant date fair value of stock option grants and is recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of estimated forfeitures. Stock-based compensation awarded to non-employees are subject to revaluation over their vesting terms. For performance-based awards where the vesting of the options may be accelerated upon the achievement of certain milestones, vesting and the related stock-based compensation is recognized as an expense when it is probable the milestone will be met. For awards containing a market condition, the effect of the market condition is reflected in measuring the grant date fair value of the award and is recognized over the requisite service period, which is usually the vesting period, on a straight-line basis, net of estimated forfeitures. When awards are modified, the Company compares the fair value of the affected award measured immediately prior to modification to its value after modification. To the extent that the fair value of the modified award exceeds the original award, the incremental fair value of the modified award is recognized as compensation on the date of modification for vested awards, and over the remaining vesting period for unvested awards. Income Taxes The Company accounts for income taxes using the asset and liability approach, which requires the recognition of future tax benefits or liabilities on the temporary differences between the financial reporting and tax bases of our assets and liabilities. Deferred tax Net Loss per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period without consideration for potentially dilutive securities. Net loss attributable to common stockholders and participating preferred stock is allocated to each share on an as-converted basis as if all of the net loss for the period had been distributed. During periods in which the Company incurred a net loss, the Company does not allocate net loss to participating securities because they do not have a contractual obligation to share in the net loss of the Company. The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common equivalents, including convertible preferred stock, redeemable preferred stock, common stock options, restricted stock awards, and common stock warrants outstanding during the period except where the effect of such non-participating securities would be antidilutive. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Lease Incentive Obligations Lease incentives and allowance provided by our landlord for the construction of leasehold improvements are recorded as lease incentive obligations as the related construction costs are incurred, up to the maximum allowance. Lease incentive obligations are classified as a component of deferred rent and are amortized on a straight-line basis over the lease term as a reduction of rent expense. Deferred Rent Rent expense from operating leases is recognized on a straight-line basis over the lease term. The difference between rent expense recognized and rental payments is recorded as deferred rent in the consolidated balance sheets. Recently Issued Accounting Pronouncements Recently Adopted: In July 2017, 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. This ASU changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities that present earnings per share (“EPS”) in accordance with Accounting Standards Codification (“ASC”) Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company early adopted the guidance under ASU 2017-11 during the quarter ended September 30, 2018, when the Company issued warrants with a down round feature on September 28, 2018 (Note 11). No adjustments were required for the retrospective application of this standard. Pending Adoptions: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires a lessee to separate the lease components from the non-lease components in a contract and recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires a modified retrospective approach or an optional transition to apply the new guidance in the year of transition rather than at the beginning of the earliest period presented. The Company will adopt ASU 2016-02 in the first quarter of 2019 under the optional transition method. The Company’s current operating leases will be accounted for as operating lease liabilities and right-of-use assets upon adoption. The Company expects to establish no more than a $2,000,000 lease liability and corresponding right-of-use asset in the 2019 financial statements. The Company is in the process of assessing the required disclosures of ASU 2016-02, and expects to provide additional qualitative and quantitative disclosures related to leasing arrangements upon adoption. In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination Pursuant to the Merger Agreement, the Company closed the Mergers with PharmAthene on May 4, 2017. In accordance with the terms of the Merger Agreement, PharmAthene issued 0.02497 (the “share exchange ratio”) of a share of PharmAthene common stock for each share of Private Altimmune’s common stock (“common stock”) outstanding as of the closing date. All historical share and per share information including common and preferred stock, restricted stock, common stock warrants, and stock options, has been retroactively adjusted to reflect the effect of the share exchange ratio. In addition, Private Altimmune’s stock options and warrants were also replaced with options and warrants to purchase PharmAthene’s common stock at the same share exchange ratio of 0.02497 share. Immediately prior to closing, 19,976 shares of Series B convertible preferred stock (“convertible preferred stock”) converted into Private Altimmune common stock on a 1-for-1 basis. Due to the convertible preferred stock having unique terms and conditions, the convertible preferred stock outstanding in periods prior to the Mergers continues to be presented separately on our balance sheet for periods prior to conversion. In addition, outstanding principal and accrued interest on the Notes converted into 10,558 shares of Private Altimmune common stock. Further, 1,325 shares of Private Altimmune common stock were issued pursuant to the accelerated vesting of restricted stock, and 22,024 shares of Private Altimmune common stock were issued as a result of warrant exercises, both in accordance with their original terms. Upon the closing of the Mergers, Private Altimmune common stock totaling 229,450 shares were exchanged for 229,450 shares of PharmAthene common stock. Although PharmAthene was the issuer of the shares and considered the legal acquirer in the Mergers, following the closing, shareholders of Private Altimmune held 58.2% of the equity interest of the combined entity and assumed control of the combined entity. As a result, the transaction has been accounted for as a reverse merger, with Private Altimmune considered the accounting acquirer, and the assets and liabilities of PharmAthene have been recorded at their estimated fair value. The unadjusted purchase price allocated to PharmAthene’s assets and liabilities was estimated to be $44,742,737 as of the closing date and consisted of the shares of the combined company retained by PharmAthene shareholders, and the estimated fair value of vested PharmAthene stock options and warrants which remained outstanding as of the closing date. Also at the closing, 252 outstanding unvested options of PharmAthene with an estimated fair value of $15,173 remained subject to vesting and service requirements. These unvested options are recorded as operating expense as the services are delivered and the options vest. Headquartered in Annapolis, Maryland, PharmAthene was incorporated in Delaware in April 2005. PharmAthene was a biodefense company engaged in Phase 2 clinical trials in developing a next generation anthrax vaccine. The next generation vaccine is intended to have more rapid time to protection, fewer doses for protection and less stringent requirements for temperature-controlled storage and handling than the currently used vaccine. The Mergers enable the combined company to become a fully integrated, commercially-focused immunotherapeutics company with the ability to create more value than either company could achieve individually. As a publicly listed entity, the Mergers also provide us with additional capital financing alternatives to support the combined entity’s planned research and development activities. In addition to the operating assets and liabilities of PharmAthene, Private Altimmune also acquired PharmAthene’s tax attributes, which primarily consisted of a tax refund receivable and $965,583 of net operating losses (“NOLs”) which were limited under Section 382 of the U.S. Internal Revenue Service and were fully reserved, which will expire in 2023. The Company initially recorded a deferred tax liability related to future tax benefits arising from an in-process research and development asset (“IPR&D”) acquired in the Mergers. Goodwill generated from the Mergers is not expected to be deductible for tax purposes. For accounting purposes, the historical financial statements of Private Altimmune have not been adjusted to reflect the Mergers, other than adjustments to the capital structure of Private Altimmune to reflect the historical capital structure of PharmAthene. Private Altimmune incurred $2,183,671 of transaction costs, which were expensed as incurred in the accompanying consolidated financial statements in the year ended December 31, 2017. The following table lists the various securities of PharmAthene which were outstanding as of May 4, 2017 and whose rights and obligations were assumed by the combined entity following the Mergers: Outstanding PharmAthene common stock 229,450 Outstanding PharmAthene stock options 4,100 Outstanding PharmAthene stock warrants 155 Per share fair value of PharmAthene common stock $ 195.00 Weighted average per share fair value of PharmAthene stock options, vested and unvested $ 7.80 Per share fair value of PharmAthene stock warrants $ 0.30 Aggregate fair value of consideration $ 44,757,910 Less fair value of unvested common stock options (15,173 ) Total fair value of consideration $ 44,742,737 Through December 31, 2017, the Company recorded adjustments to the allocation of the purchase consideration that included a $44,700 adjustment to increase our tax refund receivable and a $4,535 adjustment to reduce our deferred tax liabilities, with a total adjustment of $49,235 resulting in an increase in goodwill. The adjustments were the result of a change in the tax rate being applied from 34% to 35%. These purchase price adjustments were reflected in the accompanying consolidated balance sheet as of December 31, 2017. During the year ended December 31, 2018, the Company recorded additional adjustments to the purchase price allocation resulting in a net decrease in tax refunds receivable, with a corresponding net increase in goodwill, of $490,676, which was immediately written off and included within impairment charges within the statement of operations during the year ended December 31, 2018. The initial tax receivable was recorded based on an estimate of taxable loss for PharmAthene’s operations from January 1, 2017 to May 4, 2017 prior to the Mergers. During the preparation of its tax return, management revised its taxable loss calculations for warrant expenses and state tax refunds, resulting in the decrease to tax refunds receivable. The measurement period ended on the one-year anniversary of the Merger, and accordingly the purchase price allocation is considered final. The final adjusted allocation of the purchase consideration is as follows: Cash and cash equivalents $ 13,684,535 Accounts receivable 1,124,462 Prepaid expenses and other current assets 597,172 Tax refund receivable 1,556,558 Property and equipment 75,779 IPR&D 22,389,000 Goodwill 16,064,498 Total assets acquired 55,492,004 Accounts payable and accrued expenses (2,193,785 ) Deferred tax liability (8,555,482 ) Total liabilities assumed (10,749,267 ) Net assets acquired $ 44,742,737 The Company relied on significant Level 3 unobservable inputs to estimate the fair value of acquired IPR&D assets using management’s estimate of future revenue and expected profitability of the products after taking into account an estimate of future expenses, net of contract revenue and other funding, necessary to bring the products to completion. These projected cash flows were then discounted to their present values using a discount rate of 23%, which was considered commensurate with the risks and stages of development of the products. From the date of the Mergers through December 31, 2017, the Company experienced a significant decline in the trading price of its common stock which indicated potential impairment of goodwill. Based on the results of our impairment tests performed during 2017, we had concluded that our goodwill was impaired and its full carrying value, including goodwill generated from the Mergers, was written off as an impairment charge during the year ended December 31, 2017. During the year ended December 31, 2018, as discussed above, the Company recorded an additional goodwill impairment charge of $490,676 as a result of the purchase price allocation adjustments recorded during the period. There was no goodwill balance outstanding at December 31, 2018. The operating activities of PharmAthene have been included in the accompanying consolidated financial statements from the date of the Mergers. For the period from May 4, 2017 to December 31, 2017, revenues and net loss of PharmAthene included in the accompanying consolidated financial statements aggregated $1,765,212 and $36,003, respectively. The following unaudited pro forma information for the year ended December 31, 2017 gives effect to the acquisition of PharmAthene as if the Mergers had occurred at the beginning of the respective full annual reporting period: Pro forma revenue and grants and contracts $ 11,844,273 Pro forma net (loss) income attributable to common stockholders $ (52,315,978 ) Pro forma weighted average common shares outstanding, basic 518,262 Pro forma net (loss) income per share, basic $ (100.95 ) Pro forma weighted average common shares outstanding, diluted 518,262 Pro forma net (loss) income per share, diluted $ (100.95 ) Significant nonrecurring pro forma adjustments included the reversal of (i) acquisition costs of $1,512,423; (ii) PharmAthene stock compensation expenses of $66,180; (iii) the change in fair value of derivatives of $90,191; (iv) $148,521 of interest expense from notes to be converted; and (v) $163,068 of dividends accrued which would not have happened for the year ended December 31, 2017 or would have been incurred prior to the pro forma acquisition date had the Mergers occurred on January 1, 2017. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 4. Net Loss Per Share Because the Company has reported net loss attributable to common stockholders for the years ended December 31, 2018 and 2017, basic and diluted net loss per share attributable to common stockholders are the same for both years. All preferred stock, unvested restricted stock, common stock warrants, and stock options have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have an antidilutive impact. As more fully described in Note 1 and 3, in connection with the Reverse Stock Split and Mergers, all historical share and per share information including common stock, preferred stock, unvested restricted stock, common stock warrants, and stock options, has been retroactively adjusted to reflect the effect of the Reverse Stock Split and share exchange ratio. The following table sets forth the computation of basic and diluted net loss per share: For the Year Ended December 31, 2018 2017 Numerator Net loss $ (39,171,152 ) $ (46,425,390 ) Less: preferred stock accretion and other deemed dividends (3,307,800 ) (4,930,010 ) Net loss attributable to common stockholders $ (42,478,952 ) $ (51,355,400 ) Denominator Weighted-average common shares outstanding, basic and diluted 2,802,382 431,878 Net loss per share attributable to common stockholders, basic and diluted $ (15.16 ) $ (118.91 ) Potential common shares issuable upon conversion, vesting or exercise of preferred stock, unvested restricted stock, common stock warrants, and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows: As of December 31, 2018 2017 Redeemable preferred stock — 4,560,550 Common stock warrants 7,344,297 2,350,085 Common stock options 353,274 1,819,316 Unvested restricted stock 323,404 23,428 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following: As of December 31, 2018 2017 Furniture, fixtures and equipment $ 121,491 $ 61,121 Laboratory equipment 926,590 1,001,810 Computers and telecommunications 149,290 81,342 Software 25,069 16,244 Leasehold improvements 1,228,108 44,352 Construction in progress — 350,075 Property and equipment, at cost 2,450,547 1,554,944 Less accumulated depreciation and amortization (1,107,746 ) (951,798 ) Property and equipment, net $ 1,342,802 $ 603,146 Depreciation expense for the years ended December 31, 2018 and 2017 was $218,717 and $83,834, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | 6. Intangible Assets, Net and Goodwill The Company’s intangible assets consisted of the following: As of December 31, 2018 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Impairment Net Book Value Internally developed patents 6 – 10 years $ 718,559 $ (317,172 ) $ — $ 401,387 Acquired licenses 16 – 20 years 285,000 (253,430 ) — 31,570 Total intangible assets subject to amortization $ 1,003,559 $ (570,602 ) $ — $ 432,957 IPR&D assets Indefinite 37,868,978 — (24,450,011 ) 13,418,967 Total $ 38,872,537 $ (570,602 ) $ (24,450,011 ) $ 13,851,924 December 31, 2017 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Internally developed patents 6 – 10 years $ 678,340 $ (249,601 ) $ 428,739 Acquired licenses 16 – 20 years 285,000 (237,340 ) 47,660 Total intangible assets subject to amortization $ 963,340 $ (486,941 ) $ 476,399 IPR&D assets Indefinite 38,245,871 — 38,245,871 Total $ 39,209,211 $ (486,941 ) $ 38,722,270 Amortization expense of intangible assets subject to amortization totaled $83,652 and $55,185 for the years ended December 31, 2018 and 2017, respectively, and was classified as research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2018, future estimated amortization expense is as follows: For the Year Ended December 31, 2019 $ 59,377 2020 45,930 2021 25,371 2022 25,371 2023 25,371 2024 and thereafter 251,537 Total $ 432,957 The above future estimated amortization expense does not include potential amortization charges related to the remaining carrying value of IPR&D assets as of December 31, 2018. Those assets, which represent incomplete technologies, will be amortized to expense once the underlying technologies are substantially complete over their estimated useful lives, expected to be 15 to 18 years. In the event that in the future the Company ceases the development of these assets, the remaining carrying value would be written off at that time. IPR&D assets are periodically assessed for impairment by considering the state of completion of the projects, the remaining activities required to complete development, the anticipated market for the completed products, and anticipated future cash required to complete development. During the fourth quarter of 2018, based on the continued decline of the Company’s market capitalization following the completion of the equity offerings and a strategic review of the development pipeline at the direction of a new CEO, the Company concluded under the qualitative assessment that an impairment indicator was present as it related to three IPR&D assets. Based on the Company’s strategic review, management concluded it would discontinue development of the Oncosyn cancer immunotherapy program and accordingly the entire amount of this IPR&D asset, or $3,061,011 was charged to expense. For the remaining two IPR&D assets related to HepTcell and SparVax-L, the Company calculated fair value using an excess earnings method or discounted cash flow model and compared the fair value to the carrying amount of the indefinite lived asset. Based on the analysis, the fair value of our HepTcell IPR&D asset exceeded its carrying value by an amount greater than 10%. However, the Company concluded that the fair value of the SparVax-L IPR&D intangible asset was approximately $1,000,000 million as compared to the current carrying value of the asset of $22,389,000, which resulted in an impairment charge of $21,389,000. Key assumptions used in the analysis included projected cash flows, a probability of success of the ultimate project, and the discount rate. During the year ended December 31, 2017, the Company concluded that goodwill was impaired and the full amount of its carrying value of $35,919,695 was written off as an impairment charge which was classified as a component of operating expenses. During the year ended December 31, 2018, the Company recorded adjustments to the purchase price allocation resulting in a net decrease in tax refunds receivable, with a corresponding net increase in goodwill, of $490,676. The full amount of the additional carrying value of $490,676 was written off as an impairment charge which was classified as a component of operating expenses. Changes in the carrying amounts of IPR&D assets and goodwill for the years ended December 31, 2018 and 2017 were: IPR&D Goodwill Balance, January 1, 2017 $ 14,477,019 $ 18,758,421 Additions from the Mergers 22,389,000 15,573,822 Foreign currency translation adjustments 1,379,852 1,587,452 Impairment charges — (35,919,695 ) Balance, December 31, 2017 $ 38,245,871 $ — Additions — 490,676 Foreign currency translation adjustments (376,893 ) — Impairment charges (24,450,011 ) (490,676 ) Balance, December 31, 2018 $ 13,418,967 $ — |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following: As of December 31, 2018 2017 Accrued professional services $ 552,619 $ 835,326 Accrued payroll and employee benefits 1,257,191 909,455 Accrued interest 1,192 536 Accrued construction costs — 328,384 Accrued research and development 2,076,704 1,551,556 Deferred Revenue 19,753 19,753 Deferred Rent 175,490 15,914 Accrued expenses $ 4,082,949 $ 3,660,924 |
Licenses
Licenses | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Licenses | 8. Licenses University of Alabama at Birmingham Research Foundation The Company has an agreement with the University of Alabama at Birmingham Research Foundation (“UABRF”) for the exclusive worldwide license to develop, manufacture, and commercialize certain proprietary technology developed at UABRF. The UABRF agreement expires on the last of the related patent expiration date which may be extended upon patent renewal. The latest of the patent expiration date is currently on August 7, 2033. Under the terms of the amended and restated agreement, the Company is obligated to pay an annual license fee of $20,000 and royalty fees upon the commencement of product sales. Fees incurred under the UABRF agreement totaled $20,000 in each of the years ended December 31, 2018 and 2017, respectively, and are classified as a component of research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. Janssen Vaccines & Prevention B.V. The Company has a royalty-bearing, worldwide non-exclusive license agreement with Janssen Vaccines & Prevention B.V. (“Janssen”) for use of its vaccine technology. The Janssen agreement expires on the last of the related patent expiration date which may be extended upon patent renewal. The latest of the patent expiration date is currently on March 21, 2020. Under the agreement, the Company is required to pay an annual license fee and annual royalty fees upon reaching certain milestones in an amount that equals the greater of a percentage of net sales or $100,000. Fees incurred under the Janssen agreement totaled $177,625 and $200,000 for the years ended December 31, 2018 and 2017, respectively, and are included in research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. Auburn University The Company has an exclusive, world-wide license agreement to develop, manufacture, and commercialize certain vaccine technology developed at Auburn University. The Auburn University agreement expires on the last of the related patent expiration date which may be extended upon patent renewal. The last of the patent expiration date is currently on August 15, 2025. Under the agreement, the Company is required to pay an upfront fee of $1,000 upon signing of the agreement, an annual license fee of $5,000, and royalty fees from net product sales or sublicenses of the technology. Fees incurred under the Auburn University agreement totaled $5,000 in each of the years ended December 31, 2018 and 2017 and are included in research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Notes Payable and Other Liabili
Notes Payable and Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable And Other Liabilities Disclosure [Abstract] | |
Notes Payable and Other Liabilities | 9. Notes Payable and Other Liabilities The Company’s current portion of outstanding notes payable are summarized as follows: As of December 31, 2018 2017 Line of credit $ — $ 49,702 BPI France notes, short-term portion 71,596 — Total notes payable $ 71,596 $ 49,702 The Company’s long-term portion of outstanding notes payable as well as other long-term liabilities are summarized as follows: As of December 31, 2018 2017 BPI France notes, long-term portion $ 501,174 $ 599,927 Deferred rent, long-term portion 1,045,807 386,489 Common stock warrant liability (see Note 12) 65,000 3,400,869 Embedded derivative (see Note 10) — 27,236 Other 240,090 159,986 Total other long-term liabilities $ 1,852,071 $ 4,574,507 Line of Credit On July 27, 2018, the Company renewed its existing line of credit agreement for a six-month term with an increase to the borrowing capacity from $250,000 to $1,750,000 subject to a minimum liquidity requirement equal to the outstanding balance of the line. There was no balance on this credit facility as of December 31, 2018 . The annual interest rate was 8%, and the Company incurred interest expense of $2,889 for the year ended December 31, 2018 . The line of credit expired in January 2019. BPI France Notes Altimmune France has two non-interest-bearing research and development funding arrangements with BPI France that were entered into in December 2013 to provide Altimmune France up to €750,000 in research funding in the first arrangement and up to €250,000 in the second arrangement. Altimmune France was permitted to draw 50% of the funds upon the signing of the arrangements, an additional 30% contingent upon a financial audit and technical progress report, and the remaining amounts at the completion of the research and development project being funded by the arrangements. In October 2016, the Company and BPI agreed to extend the term on the arrangement by two years. Each of the two obligations is repayable in sixteen quarterly installments from June 2019 through March 2023. The total amount advanced under the arrangements was €500,000 as of December 31, 2018 and 2017 ($572,770 and $599,927 as of December 31, 2018 and 2017, respectively). As of December 31, 2018, $71,596 on this note is classified as short term, and $501,174 as long term. Deferred Rent, Long-Term Portion Deferred rent, long-term portion, includes the difference between rent expense recognized and rental payments made, and lease incentive obligations. Lease incentive obligations represent lease incentives and allowances provided by our landlord for the construction of leasehold improvements located at our new office and laboratory facilities. The Company records lease incentive obligations as construction costs are incurred and billable, up to the maximum allowance amount. Lease incentive obligations are amortized on a straight-line basis over the lease term as a reduction of rent expense. The company completed the new facility adding leasehold incentives and improvements increasing deferred rent. During the years ended December 31, 2018 and 2017, the Company recorded $115,782 and $29,854, respectively, of amortization as a reduction of rent expense. Exchange Notes In conjunction with the First Exchange (as defined in Note 12) the Company issued convertible notes (the “Exchange Notes”) with an aggregate principal value of $1,500,000, which were initially convertible into up to 73,530 shares of our common stock at the note holder’s option on the maturity date. The Exchange Notes were also convertible in the event of default, at which time the balance of the notes increases by 112% and was convertible at a share price equal to the lower of $20.40 per share or 75% of the weighted average price of common stock during the twenty consecutive trading day period immediately preceding the event of default. In the event the weighted average price of common stock as defined above is below $4.50 per share, then a supplemental cash payment was due to the note holder. The Exchange Notes were due to mature on December 29, 2018, when the entire principal and any unpaid interest was due. The Exchange Notes earned interest at a stated rate of 1% each month and interest was payable on the last business day of each month. The Company fully redeemed the notes and accrued interest in cash in October 2018. The conversion and redemption options embedded in the Exchange Notes qualified for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability at the date of issuance resulted in a discount to the Exchange Notes of $180,611 which was accreted into interest expense over the term of the convertible note. Debt issuance costs of $58,172 were capitalized and was recognized in interest expense over the term of the notes. In addition, the Company paid the holders of the Exchange Notes and additional $54,226 of interest earned. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | 10. Preferred Stock Convertible Preferred Stock The Company had 599,285 shares of its $0.01 par value convertible preferred stock issued and outstanding as of January 1, 2017, all of which converted into common stock on a 1-to-1 basis in connection with the Mergers. Redeemable Convertible Preferred Stock On August 16, 2017, the Company issued 15,656 shares of $0.0001 par value, redeemable preferred stock and warrants to purchase up to 78,181 shares of common stock (see Note 12), satisfying the second closing requirement under the Note Agreement for total gross proceeds of $14,716,370, and incurred issuance costs totaling $1,697,800. The redeemable preferred stock matured on August 16, 2018. In addition, the redeemable preferred stock agreements required that the Company reserve a sufficient number of common shares to cover at least 150% of the common shares expected to be issued upon the conversion of the redeemable preferred stock at the then current conversion price, and the exercises of common stock warrants issued in connection with the redeemable preferred stock. Because the securities contained contingencies which could require the Company to redeem the shares for cash, and such contingencies were outside the control of the Company, the redeemable preferred stock was classified outside of permanent equity. Because a substantive conversion feature was also present at issuance, the redeemable preferred stock is only contingently redeemable and therefore prior to its redemption or conversion was classified as temporary equity and carried on the balance sheet in between liabilities and equity at its accreted redemption value. In addition, certain features present in the redeemable preferred stock required separate recognition. For purposes of this evaluation, the Company determined that the redeemable preferred instrument is more akin to a debt host because the installment conversion feature, as the primary settlement mechanism, is indexed to an underlying other than interest rates or credit risk and settles in variable shares. Because the potential contingent redemption price contained a significant premium over the issuance price, the redemption feature is considered to be not clearly and closely related to the debt-like host instrument. All redemption features (including the change of control redemption, triggering event redemption, mandatory redemption, and installment redemption) were determined to be a single, compound embedded derivative financial instrument to be bifurcated and separately accounted for as a liability. The embedded derivative financial instrument was initially recorded at its fair value on the redeemable preferred stock issuance date and was being remeasured on each subsequent balance date with changes in fair value classified as a component of other income (expenses), net. The embedded derivative was classified as a component of other long-term liabilities until its expiration with the conversion of the last amount of redeemable preferred stock. The redeemable preferred stock also contained a beneficial conversion feature at issuance. The conversion feature was “in-the-money” as of the commitment date as the fair value of the underlying common share was greater than the effective conversion price. The beneficial conversion feature, measured as the intrinsic value of the feature, totaled $1,506,196 on the redeemable preferred stock issuance date, and was classified as a component of additional paid-in capital. The beneficial conversion feature was not remeasured in subsequent periods but was released in nine equal amounts corresponding to each of the redeemable preferred stock installments. During the year ended December 31, 2018 and 2017, the Company released $1,338,840 and $167,356, respectively, of the beneficial conversion feature. The net proceeds received during the year ended December 31, 2017 from the redeemable preferred stock financing were allocated as follows: Common stock warrant liability (see Note 12) $ 3,498,632 Embedded derivative 19,857 Beneficial conversion feature 1,506,196 Initial carrying value of redeemable preferred stock 7,993,885 Net proceeds from redeemable preferred stock issuance $ 13,018,570 The periodic changes in the fair value of the embedded redemption derivative financial instrument for the years ended December 31, 2018 and 2017 are as follows: Balance, January 1, 2017 $ — Issuance 19,857 Changes in fair value 7,379 Balance, January 1, 2018 27,236 Changes in fair value (27,236 ) Balance, December 31, 2018 $ — The fair value used to determine the initial carrying value of the embedded redemption derivative financial instrument was measured using Level 3 inputs and was estimated using the Monte Carlo simulation valuation model. The assumptions used to estimate the fair value of the embedded redemption derivative financial instrument at December 31, 2017 and as of the redeemable preferred stock issuance date were as follows: December 31, 2017 Expected volatility 59.60 % Incremental borrowing rate 12.00 % Risk-free interest rate 1.59 % During the years ended December 31, 2018 and 2017, the Company converted 9,813 and 3,479 shares, respectively, shares of the redeemable preferred stock for an aggregate of 502,078 and 82,483, respectively, shares of common stock. In June 2018, the Company additionally agreed to redeem the First Exchange investors’ remaining 2,364 shares of Series B Preferred Stock at their face value of $2,364,044. Since the redemption occurred prior to the stated maturity date, $56,792 of the redemption price is considered a deemed dividend. On July 11, 2018, we entered into exchange agreements with certain other holders of our Series B Preferred Stock and warrants (the “Second Exchange”) pursuant to which we (i) issued an aggregate of 32,124 shares of common stock and (ii) paid $22,241 in cash, in exchange for all of their outstanding shares of our Series B Preferred Stock. Due to the redemption occurring prior to the stated maturity date, this exchange resulted in a deemed contribution of $111,553. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Common Stock | 11. Common Stock The Company had 200,000,000 and 100,000,000 authorized shares of $0.0001 par value common stock; 9,078,735 On September 26, 2018, the Company issued an aggregate of 286,633 shares of common stock at a purchase price of $17.02 per share to certain institutional investors in a registered direct offering (the “First Registered Direct Offering”). The net proceeds of the First Registered Direct Offering were $4,334,816, after deducting placement agent fees and offering expenses of $0.5 million. On October 2, 2018, the Company issued a combined total of 2,400,000 common units and pre-funded units in a public offering (the “Unit Offering”). Each common unit in the Unit Offering was sold at a public offering price of $5.00 and consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $6.00. Each warrant sold in the Unit Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Unit Offering was sold at a public offering price of $4.99 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and a warrant to purchase one share of common stock at an exercise price of $6.00. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants were exercised in full. All of the pre-funded warrants were exercised prior to December 31, 2018. The net proceeds of the Unit Offering were approximately $10,667,505, after deducting the underwriting discount and estimated offering expenses payable by the Company. The entire amount of 2,400,000 common shares issued in connection with the Unit Offering are included in common shares outstanding as of December 31, 2018. The warrants issued in the Unit Offering are each subject to anti-dilution protection. Accordingly, to the extent we were to issue additional common stock or securities convertible into common stock at an issuance price lower than exercise price of the warrants, the exercise price of the warrants would be adjusted to the lower of (i) the issuance price or (ii) the lowest volume weighted average price of the Company’s common stock on the five trading days following the announcement of the new offering. On October 10, 2018, the Company issued a combined total of 4,629,630 common units and pre-funded units to certain institutional investors in a registered direct offering (the “Second Registered Direct Offering”). Each common unit in the Second Registered Direct Offering was sold at a price of $5.40 and consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $5.40. Each warrant sold in the Second Registered Direct Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Second Registered Direct Offering was sold at a public offering price of $5.39 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and a warrant to purchase one share of common stock at an exercise price of $5.40. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants are exercised in full. All of the pre-funded warrants were exercised prior to December 31, 2018. The net proceeds of the Second Registered Direct Offering were approximately $22,400,673, after deducting the underwriting discount and estimated offering expenses payable by the Company. The entire amount of 4,629,630 common shares issued in connection with the Unit Offering are included in common shares outstanding as of December 31, 2018. On March 12, 2019, the Company issued a combined total of 4,361,370 common units and pre-funded units to certain institutional investors in a registered direct offering (the “Third Registered Direct Offering”). Each common unit in the Third Registered Direct Offering was sold at a price of $3.21 and consisted of one share of common stock and 0.70 of a warrant to purchase one share of common stock at an exercise price of $3.21. Each warrant sold in the Third Registered Direct Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Third Registered Direct Offering was sold at a public offering price of $3.20 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and 0.70 of a warrant to purchase one share of common stock at an exercise price of $3.21. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants are exercised in full. The net proceeds of the Third Registered Direct Offering were approximately 12,691,384, after deducting the underwriting discount and estimated offering expenses payable by the Company. The warrants issued in both the Unit Offering and the Second Registered Direct Offering were concluded to be equity classified freestanding financial instruments. The Second Registered Direct Offering triggered a down round adjustment to the exercise price of the warrants issued in the Unit Offering from $6.00 to $4.1798. The value of a down round feature is measured as the difference between the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The Company treated the value of the effect of the reduction in exercise price as a deemed dividend of $780,038 which reduced income available to common shareholders. The warrants issued in the Third Registered Direct Offering were concluded to be equity classified freestanding financial instruments. The Third Registered Direct Offering triggered an additional down round adjustment to the exercise price of the warrants issued in the Unit Offering from 4.1798 to 2.7568. The Company will treat the value of the effect of the reduction in exercise price as a deemed dividend during the quarter ended March 31, 2019, which will reduce income available to common shareholders. The voting, dividend and liquidation rights of the common stockholders are subject to and qualified by the rights, powers and preferences of the preferred stock. Common stockholders are entitled to one vote for each share of common stock held at all meetings of stockholders. Common stockholders are entitled to receive dividends declared out of funds legally available, subject to the payment in full of all preferential dividends to which the holders of preferred stock, if any, are entitled. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after the payment of all preferential amounts that the holders of preferred stock are entitled, if any, the common stockholders and preferred holders (on an as-converted basis) share ratably in the remaining assets of the Company available for distribution. As of December 31, 2018, the Company’s common stock available for future issuance is summarized as follows: Common stock authorized 200,000,000 Common stock issued and reserved for future issuance: Common stock issued and outstanding 9,078,238 Common stock reserved for the exercises of common stock warrants* 7,345,103 Common stock reserved for the exercise of options 353,274 Common stock reserved for other 497 Common stock reserved for future awards under the Plans (Note 13) 1,499,934 Total common stock issued and reserved for future issuance 18,277,046 Unreserved common stock available for future issuance 181,722,954 *The 1,612 warrants for the redeemable preferred stock require 150% common stock reserve |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Federal Home Loan Banks [Abstract] | |
Warrants | 12. Warrants The following common stock warrants were outstanding at December 31, 2018: Number of Common Stock Warrants Per Share Exercise Price Issuance Date Expiration Date Replacement warrants issued in connection with the Mergers 155 $ 483.00 March 3, 2012 March 3, 2022 Issued with redeemable preferred stock* 1,612 80.10 August 16, 2017 August 16, 2022 Issued with common units in Unit Offering 2,516,250 4.18 October 2, 2018 October 2, 2023 Underwriter warrant issued with public offering 196,650 6.25 October 2, 2018 September 28, 2021 Issued with common units in Registered Direct Offering 4,629,630 5.40 October 10, 2018 October 10, 2023 Total 7,344,297 *Liability classified warrants The following common stock warrants were outstanding at December 31, 2017: Number of Common Stock Warrants Per Share Exercise Price Issuance Date Expiration Date Replacement warrants issued in connection with the Mergers 155 $ 483.00 March 3, 2012 March 3, 2022 Issued with redeemable preferred stock* 78,181 80.10 August 16, 2017 August 16, 2022 Total 78,336 *Liability classified warrants In March 2017, the Company issued warrants to purchase up to 1,659 shares of common stock in connection with the Notes (see Note 1). Those warrants were classified as permanent equity and were recorded at the issuance date using a relative fair value allocation method which were not subsequently remeasured. In connection with the Mergers, 22,022 shares of common stock were issued upon the cashless exercises of 22,063 warrants. In May 2017, the Company issued 155 common stock warrants to replace outstanding PharmAthene common stock warrants in connection with the Mergers. In August 2017, in connection with the redeemable preferred stock issuance (Note 10), the Company granted warrants to holders of redeemable preferred stock to purchase up to 78,181 shares of the Company’s common stock. Warrants issued with the redeemable preferred stock are classified as a liability and are initially recorded at their grant date fair value, to be remeasured on each subsequent balance sheet date. The warrant liability is classified as component of other long-term liabilities. During the year ended December 31, 2018, 76,569 of these warrants were exchanged for a combination common stock and cash, leaving 1,612 of these warrants outstanding as of December 31, 2018. On June 29, 2018 the Company closed on privately negotiated exchange agreements with certain investors to exchange warrants to purchase 53,125 common shares of the Company (the “First Exchange”) in exchange for: (i) 167,700 shares of the Company’s common stock valued at approximately $12.60 per share; (ii) Convertible notes with an initial aggregate principal balance of $1,500,000 (Note 9), and; (iii) $1,100,000 in cash consideration. The total fair value of the consideration given in exchange for the warrants in the First Exchange was $4,727,000, which exceeded the March 31, 2018 fair value of the warrants by $3,467,935. The warrant fair value at March 31, 2018 was determined assuming an orderly transaction between market participants, using a Monte Carlo simulation valuation model. The Company was compelled to enter into the exchange transaction as management believes the dilutive features of the common stock warrants prevented the Company from obtaining sufficient financing on acceptable terms. Accordingly, the Company recorded a loss on exchange of warrants in the First Exchange of $3,593,082, inclusive of transaction costs of $125,147, which is reported in changes in fair value of warrant liability including loss on exchange. The Company additionally agreed to redeem the First Exchange investors’ remaining shares of Series B Preferred Stock at their face value of $2,364,044 (Note 10). The value of the shares of the Company’s common stock which were part of the First Exchange consideration were valued at a 5% discount to the June 29, 2018 closing price. This amount is considered a marketability discount calculated based on an analysis of the leak out provision provided for in the exchange agreements. The key assumptions used in calculating the marketability discount were: Holding period, in years 0.03 Risk free rate 1.77 % Dividend yield 0 % Volatility 109.9 % On July 11, 2018, the Company entered into exchange agreements with certain other holders of the redeemable preferred stock and warrants (the “Second Exchange”) pursuant to which we (i) issued an aggregate of 32,124 shares of common stock and (ii) paid $22,241 in cash, in exchange for all of the outstanding shares of our Series B Preferred Stock (Note 10). We additionally issued 145,038 shares of common stock in exchange for warrants to purchase 22,523 shares of common stock. Consideration for the Series B Preferred Stock was transferred to the holders on July 11, 2018. Consideration for the warrant exchange was subject to shareholder approval which the Company obtained at its annual shareholder meeting on August 30, 2018, and the shares of common stock were subsequently transferred to the holders on September 12, 2018. Finally, on September 7, 2018, we closed on exchange agreements with certain holders of our warrants (the “Third Exchange”) pursuant to which we issued 5,929 shares of common stock in exchange for warrants to purchase 921 shares of common stock. The consideration given for the warrants in the Second and Third Exchange was valued at the closing price of the common stock on the day the transactions closed and the shares were transferred, which was $8.64 and $8.85 per share, respectively. Accordingly, the Company realized a gain on the exchange of warrants of $779,923 based on the fair value of the shares transferred as compared to the last determination of fair value of the warrants performed by us as of June 30, 2018, which is reported in changes in fair value of warrant liability including loss on exchange. The following is a summary of the income statement effect of changes in the Company’s outstanding warrants: Twelve Months Ended December 31, 2018 Changes in fair value of warrants $ (9,160 ) Loss on warrants exchanged (2,688,012 ) Transaction costs (181,312 ) Change in fair value of warrant liability, including gain (loss) on exchange $ (2,878,484 ) A summary of warrant activity during the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 Warrants outstanding, January 1 78,336 20,404 Issuances 7,342,530 79,840 Replacement warrants issued in connection with the Mergers — 155 Exercises, conversions and exchanges (76,569 ) (22,063 ) Warrants outstanding, December 31 7,344,297 78,336 Warrants outstanding at December 31, 2018 have an aggregate grant date fair value of $23,511,785 with a weighted average exercise price of $5.03. The fair value used to determine the initial carrying value of the August 2017 warrants was measured using Level 3 inputs and was estimated using the Black-Scholes option pricing model. The following assumptions were used to estimate the fair value of the August 2017 warrants outstanding during the years ended December 31, 2018 and 2017: March 9, 2017 Issuance Expected volatility 84.40 % Expected term (years) 5.00 Risk-free interest rate 2.13 % Expected dividend yield 0.00 % The periodic changes in the fair value of the warrant liability is as follows: Balance, January 1, 2017 $ — Issuance 3,498,632 Changes in fair value (97,763 ) Balance, December 31, 2017 3,400,869 Warrants settled upon exchange (3,345,029 ) Changes in fair value 9,160 Balance, December 31, 2018 $ 65,000 The following assumptions were used to estimate the fair value of warrants classified as a liability using the Monte Carlo simulation valuation model with Level 3 inputs at December 31, 2018, December 31, 2017, and the redeemable preferred stock issuance date of August 16, 2017 were as follows: December 31, 2018 December 31, 2017 August 16, 2017 Expected volatility 93.90 % 91.30 % 86.90 % Expected term (years) 3.60 4.60 5.00 Risk-free interest rate 2.48 % 2.16 % 1.76 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 13. Stock-Based Compensation Stock Options The Company established the 2001 Employee Stock Option Plan to provide incentive stock options and non-qualified stock options to employees, and the 2001 Non-employee Stock Option Plan to provide non-qualified stock options to the members of the board of directors and advisory board, and non-employees. The 2001 Employee Stock Option Plan and the 2001 Non-employee Stock Option Plan are collectively referred to as the “2001 Plans.” In connection with the Mergers, the Company issued options from its 2001 Plans to replace options previously granted under PharmAthene’s option plans. At the close of the Mergers, the Company de-designated common stock available for issuance under the 2001 Plans and the PharmAthene plans. No additional options or restricted stock will be granted under these plans. Options outstanding and unvested restricted stock granted under these plans through the close of the Mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration, or forfeiture no additional options, restricted stock or other awards will be granted under these plans. The replacement options issued after the Mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration, or forfeiture. Also, in connection with the Mergers, the 2001 Plans were assumed by the Company. In addition, PharmAthene had previously established the PharmAthene, Inc. Amended and Restated 2007 Long-Term Incentive Compensation Plan, or the 2007 Plan. Awards outstanding under the 2007 Plan remained outstanding following the Mergers in accordance with their applicable terms and conditions. No additional awards will be made under the 2007 Plan. Also in connection with the Mergers, the Company established the 2017 Omnibus Incentive Plan (the “Omnibus Plan”) to provide incentive stock options, non-qualified stock options, restricted stock, and other stock-based awards denominated in shares of the Company’s common stock, and performance-based cash awards to eligible employees, consultants, and directors. In 2018, the Company’s shareholders approved an amendment to the Omnibus Plan to increase the number of shares reserved for issuance from 1,500,000 to 5,000,000. The aggregate share reserve will be increased on January 1 of each year commencing in 2018 and ending on and including January 1, 2027 up to an amount equal to the lowest of (i) 4% of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors. The maximum shares of common stock that may be granted to each employee or consultant in any fiscal year under the Omnibus Plan is the lesser of 800,000 shares per type of award or a maximum compensation amount of $5,000,000. The maximum common stock that may be granted to directors under the Omnibus Plan during any fiscal year is 500,000 shares. On November 29, 2018, the Board approved and adopted the Altimmune Inc. 2018 Inducement Grant Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity or equity-based awards in the form of non-qualified stock options, restricted stock awards, and other stock-based awards. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. The Board has reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan (subject to customary adjustments in the event of a change in capital structure of the Company), and the Inducement Plan will be administered by the Compensation Committee. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The 2001 Plans, the 2007 Plan, the Omnibus Plan, and the Inducement Plan are collectively referred to as the “Plans.” As of December 31, 2018 under the Plans, a total of 339,619 options to purchase shares of common stock and 322,907 shares of restricted stock were granted, of which options to purchase 38,636 shares of common stock have been exercised to date. As of December 31, 2018, there were 34,327 and 1,465,607 shares of common stock available for future grants under the Omnibus Plan and the Inducement Plan, respectively. The fair value of stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: For the Year Ended December 31, 2018 2017 Expected volatility 92.14 % 89.17 % Expected term (years) 6.07 5.84 Risk-free interest rate 2.86 % 1.95 % Expected dividend yield 0.00 % 0.00 % Expected volatility: As there is not sufficient historical volatility for the expected term of the stock options, the Company uses an average historical share price volatility, inclusive of its own volatility, based on an analysis of reported data for a peer group of comparable companies which were selected based upon industry similarities. Expected term (years): Expected term represents the number of years that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options, therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the option. Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the daily U.S. Treasury yield curve rate in effect as of the date of grant. Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future. The fair value of each non-employee stock option is estimated at the date of grant using Black-Scholes with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life. A summary of stock option activities under the Plans is presented below: Number of Stock Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Year) Weighted- Average Intrinsic Value Outstanding, January 1, 2018 60,618 $ 128.23 4.45 $ - Granted 339,619 4.63 Exercised (9,541 ) 2.40 $ - Forfeited or expired (37,422 ) 145.58 Outstanding, December 31, 2018 353,274 $ 10.97 6.04 $ - Exercisable, December 31, 2018 15,278 $ 106.08 5.29 $ - Expected to vest, December 31, 2018 337,996 $ 6.67 6.07 $ - The per share weighted-average grant date fair value of stock options granted during the years ended December 31, 2018 and 2017 were $4.63 and $64.80, respectively. The aggregate intrinsic value for stock options exercised during the year ended December 31, 2018 was $461,555. At December 31, 2018, there was $1,292,868 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.90 years. Restricted Stock In October 2016, the Company authorized and granted a restricted stock award of 2,651 shares at an aggregate purchase price of $1,067. The weighted average grant date fair value of the restricted stock award was $310.80 per share. The restricted stock vests ratably at the end of each quarter over four years starting on December 31, 2016 with 50% of the original issued shared subject to accelerated vesting upon a deemed liquidation event. Fair value of restricted shares that vested during the year ended December 31, 2018 totaled $3,878. Under certain conditions, the Company has the right to repurchase any unvested shares at a price of $0.01 per share. Accordingly, the aggregate repurchase price is recorded as a long-term liability to be amortized over the vesting period with the amortization classified as a component of additional paid-in capital. On November 30, 2018, the Company authorized and granted a restricted stock award of 322,907 shares. The weighted average grant date fair value of the restricted stock award was $3.59 per share. The restricted stock vests over a four-year period, 25% of the Shares vesting on the one-year anniversary, and the remaining 75% vesting in 36 substantially equal monthly installments and will be fully vested on December 1, 2022; provided, however, that the holder has not experienced a termination prior to the applicable vesting date. A summary of restricted stock activities is presented below: Shares Weighted- average Grant Date Fair Value Restricted Stock Repurchase Liability Unvested, January 1, 2018 781 $ 310.80 $ 315 Vested (284 ) 310.80 (116 ) Granted 322,907 3.59 — Unvested, December 31, 2018 323,404 $ 4.06 $ 199 As of December 31, 2018, total unrecognized compensation expense related to restricted stock awards was $1,129,653, which the Company expects to recognize over a weighted average period of approximately 3.91 years. Stock-based Compensation Expense Stock-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2018 and 2017 as follows: For the Year Ended December 31, 2018 2017 Research and development $ 319,354 $ 327,610 General and administrative 453,894 1,115,882 Total $ 773,248 $ 1,443,492 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The components of net loss before income tax benefit are as follows: Year Ended December 31, 2018 2017 U.S. operations $ 38,979,638 $ 27,814,653 Non-U.S. operations 6,341,308 24,249,112 Net loss before income tax benefit $ 45,320,946 $ 52,063,765 The components of the income tax benefits are as follows: Year Ended December 31, 2018 2017 U.S. federal Current $ 271,356 $ 2,432,088 Deferred 4,309,534 2,608,256 US state and local Current (1,464 ) 587,711 Deferred 1,570,368 10,320 Income tax benefit $ 6,149,794 $ 5,638,375 Reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate the Company’s income tax benefit is as follows: Year Ended December 31, 2018 2017 Federal statutory rate 21.00 % 34.00 % State income taxes, net of federal benefit 4.53 1.20 Foreign income tax rate differential (0.15 ) (0.05 ) Effect of the Tax Cuts and Jobs Act (“TCJA”) on tax rates — (2.16 ) Stock compensation (0.16 ) (2.49 ) Research and development tax credit (1.30 ) (2.33 ) Acquisition costs — (0.77 ) Goodwill impairment (0.22 ) (22.69 ) Loss on warrant exchange and warrant FMV changes (1.33 ) — Permanent differences and other 2.14 (0.78 ) Change in valuation allowance (10.94 ) 6.90 Effective tax rate 13.57 % 10.83 % On December 22, 2017, the President of the United States signed into law the TCJA. The TCJA makes significant changes in the U.S. tax code including the following: • reduction of the corporate federal income tax rate from 35% to 21%; • repeal of the domestic manufacturing deduction; • repeal of the corporate alternative minimum tax; • a one-time transition tax on accumulated foreign earnings (if any); • a move to a territorial tax system; and • acceleration of business asset expensing. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for income tax effects of the TCJA. The Company has recognized the provisional tax impacts in 2017, including $1,125,708 in incremental income tax provision in the fourth quarter of 2017 to re-measure our deferred tax assets to the 21% enacted rate. The Company completed its analysis within the measurement period in accordance with SAB 118 and there were no material additional adjustments necessary. The TCJA provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits through December 31, 2017. Based on the Company’s provisional analysis performed to date, we do not expect to be subject to the one-time transition tax due to our foreign subsidiaries being in a net accumulated deficit position. The TCJA provides for a territorial tax system, beginning in 2018, it includes the following new anti-abuse provisions: • The global intangible low-taxed income (“GILTI”) provisions require the Company to include in our U.S. income tax base foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. In 2018, the Company has no GILTI inclusion. • The base-erosion and anti-abuse tax (“BEAT”) provisions in the TCJA impose an alternative minimum tax on taxpayers with substantial base-erosion payments. The Company has no BEAT tax in 2018. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2017 Deferred tax assets: Domestic NOLs $ 4,025,587 $ 6,320,893 Foreign NOLs 5,303,154 8,323,454 Accrued expenses 162,814 19,597 Amortization 1,035,765 1,187,512 Deferred revenue 38,494 49,373 Stock compensation 568,165 589,986 Deferred rent 336,070 110,731 Depreciation — 6,955 Research and development carryforward 73,156 — Total deferred tax assets 11,543,205 16,608,501 Deferred tax liabilities: IPR&D assets (2,557,085 ) (8,856,561 ) Depreciation (205,859 ) — IRC §481(a) adjustment — (20,118 ) Total deferred tax liabilities (2,762,944 ) (8,876,679 ) Deferred tax assets, net 8,780,261 7,731,822 Valuation allowance (8,838,761 ) (13,670,224 ) Total deferred tax liabilities net $ (58,500 ) $ (5,938,402 ) The Company assesses the need for a valuation allowance against our deferred tax assets and considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. This determination requires significant judgment, including assumptions about future taxable income that are based on historical and projected information. The $4,831,463 net decrease in the valuation allowance during the year ended December 31, 2018 primarily relates to 382 limitation on U.S. NOLs identified in 2018, which resulted in the write-off of the NOL and reduction of the valuation allowance, and the write-off of a foreign subsidiary’s NOL, offset by increases for current year losses in both the U.S. and foreign locations which the Company concluded needed a full valuation allowance. The Company has recorded a valuation allowance against its gross U.S. deferred tax assets it believes are not more likely than not realizable and the net non-U.S. deferred tax assets. Deferred tax liabilities, consist primarily of indefinite life IPR&D assets located in the U.S. and a foreign subsidiary, which will be applied in the future to offset against NOLs that have an unlimited life. At December 31, 2018, the Company had U.S. federal NOLs totaling $14,629,188, including $2,015,489 with a 20-year carry forward period and will begin to expire in 2020, and $12,613,699 with an unlimited life. U.S. state NOLs of approximately $14,629,188, including $2,015,489 with a 20-year carry forward period and will begin to expire in 2023, and $12,613,699 with an unlimited life. Also at December 31, 2018, NOLs for the Company’s U.K. subsidiaries and France subsidiary totaled $25,474,739 and $1,388,999, respectively, which do not expire as long as the U.K. and France subsidiaries continue to engage in the same trade or business. Under Section 382 of the Internal Revenue Code of 1986, as amended, substantial changes in the Company’s ownership may limit the amount of NOLs that can be utilized annually in the future to offset its U.S. federal and state taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within any three-year period. The amount of the annual limitation is determined based on the value of the Company immediately before the ownership change. The Company recently completed a Section 382 study which evaluated ownership changes subsequent to the Merger and concluded that $5,766,281 of pre-2018 NOLs would expire unused. As a result, the Company has reduced the NOL and related valuation allowance as of December 31, 2018. Subsequent ownership changes may further affect the limitation in future years. As of December 31, 2018 and 2017, the Company does not have any material unrecognized tax benefits. The Company files income tax returns in the United States, various U.S. states, U.K., and France. The Company is still open to examination by the applicable taxing authorities from 2009 forward, although tax attributes that were generated prior to 2009 may still be adjusted upon examination by federal, state, foreign, or local tax authorities if they either have been or will be used in a future period. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies See Note 8 for the Company’s commitments under license agreements. Operating Leases The Company rents office and laboratory space in the United States. The Company also leases office equipment under a non-cancellable equipment lease through December 2022. In June 2017, the Company entered into a new lease agreement for our new U.S. headquarters that includes 14,141 square foot of office and laboratory facilities under a noncancelable operating lease commencing on November 1, 2017 for an initial lease term of 90 months. The lease requires a security deposit of $34,174 which is recorded as a component of other assets. The lease provides for six months of free rent with the first base rent payment due on May 1, 2018. The base rent is subject to an annual 3% escalation effective on May 1 of each year during lease term. The Company is also required to pay our share of operating expenses billable by the landlord. Aggregate rent over the lease term plus free rent and rent escalation are recognized on a straight-line basis over the lease term with the difference between rent expense and rent payment recorded as deferred rent. In addition, the lease agreement provided the Company tenant improvement incentives and allowances that include an upfront payment to the Company of $282,820 and $902,051 of additional tenant improvement allowances which were reimbursed by the landlord for construction costs incurred by the Company. The $902,051 of additional tenant improvement allowances added additional monthly rent payments beginning on May 1, 2018, which includes interest at 8.5% per annum. The additional monthly rent payments resulting from additional tenant improvement allowance is not subject to the annual 3% rent escalation applicable to the base rent. During 2017, construction costs incurred are recorded as construction in progress with a corresponding lease incentive obligation which is classified as a component of deferred rent. The Company has reclassified the total construction costs into leasehold improvements during 2018. The company recorded $115,782 and $29,854 of amortization of lease incentive obligation as a reduction of rent expense for the years ended December 31, 2018 and 2017, respectively. Rent expense under all of the Company’s operating leases was $632,658 and $562,840 for the years ended December 31, 2018 and 2017, respectively. Deferred rent resulting from rent escalation totaled $182,062 and $82,180 at December 31, 2018 and 2017, respectively. Future minimum lease payments for non-cancelable operating leases at December 31, 2018 are as follows: Year ending December 31, 2019 $ 386,505 2020 392,779 2021 399,242 2022 405,898 2023 407,054 2024 and thereafter 552,947 Total $ 2,544,425 Other Contingencies We are a party in various contractual disputes, litigation, and potential claims arising in the ordinary course of business. We do not believe that the resolution of these matters will have a material adverse effect on our financial position or results of operations. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 16. Fair Value Measurement The Company records cash equivalents, warrant liability, and embedded derivatives at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants based on assumptions that market participants would use in pricing an asset or liability. As a basis for classifying the fair value measurements, a three-tier fair value hierarchy, which classifies the fair value measurements based on the inputs used in measuring fair value, was established. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s cash equivalents are composed of money market funds which are classified as Level 1 in the fair value hierarchy. Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and notes payable the carrying value approximate their fair value due to the short-term nature of these items. Refer to Note 12 for disclosure of the warrant liability from January 1, 2017 to December 31, 2018. The embedded derivative was fully extinguished during the year in conjunction with the preferred stock activity disclosed in Note 10. The Company’s warrant liability and embedded derivatives classified within Level 3 of the fair value hierarchy are valued using the Monte Carlo simulation valuation model. If applicable, the Company will recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. There were no transfers into and out of any of the levels of the fair value hierarchy during 2018 or 2017. Assets recorded at fair value on a nonrecurring basis, such as property and equipment, intangible assets, and goodwill are recognized at fair value when they are impaired. During 2018 and 2017, the Company recognized goodwill impairments measured at fair value on a nonrecurring basis (Note 3). During 2018, the Company recognized intangible impairments measured at fair value on a nonrecurring basis (Note 6). The Company’s assets and liabilities measured at fair value on a recurring and nonrecurrent basis at December 31, 2018 consisted of the following: Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Recurring fair value measurements Cash equivalents — money market fund $ 29,375,509 $ 29,375,509 $ — $ — Warrant liability 65,000 — — 65,000 The Company’s assets and liabilities measured at fair value on a recurring and nonrecurrent basis at December 31, 2017 consisted of the following: Fair Value Measurement at December 31, 2017 Total Level 1 Level 2 Level 3 Recurring fair value measurements Cash equivalents — money market fund $ 8,940,897 $ 8,940,897 $ — $ — Restricted cash — money market fund 3,500,000 3,500,000 — — Warrant liability (3,400,869 ) — (3,400,869 ) Embedded derivative (27,236 ) — — (27,236 ) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 17. Employee Benefit Plans The Company has a 401(k) retirement plan in which substantially all of our employees in the United States are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. During 2018 and 2017, we made discretionary plan contributions of $139,042 and $196,373, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events As disclosed in Note 11, the Company closed on a registered direct offering on March 12, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates relied upon in preparing the accompanying consolidated financial statements were related to revenue recognition, the fair value of common stock and other equity instruments, accounting for stock-based compensation, income taxes, collectability of accounts receivable, useful lives of long-lived assets, fair value of assets acquired and liabilities assumed, impairment of goodwill and other long-lived assets, and accounting for project development and certain accruals. The Company assesses the above estimates on an ongoing basis; however, actual results could differ materially from those estimates. |
Comprehensive Loss | Comprehensive Loss For the years presented, the total comprehensive loss includes net loss and other comprehensive loss which represents foreign currency translation adjustments. |
Foreign Currency Translation | Foreign Currency Translation Historically the Company’s UK subsidiaries utilized the British pound as their functional currency. The assets and liabilities of these subsidiaries were translated at current exchange rates, while revenue and expenses were translated at the average rates in effect for the period. The related translation gains and losses were included in other comprehensive income or loss within the Consolidated Statements of Operations and Comprehensive Loss. As a result of an analysis which took into account the economic indicators of these subsidiaries from a long-term perspective, the Company changed the functional currency for these subsidiaries from British Pounds to U.S. Dollars effective as of July 1, 2018. The change in the Company’s functional currency determination has been applied on a prospective basis in accordance with ASC 830. Therefore, any translation gains and losses that were previously recorded in accumulated other comprehensive income through June 30, 2018 remain unchanged as of December 31, 2018. |
Segment | Segment Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, the research and development of immunotherapies and vaccines. |
Business Combination | Business Combination The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company collects information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill during the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations and comprehensive loss. Amounts paid for acquisitions are allocated to the tangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The Company allocates the purchase price in excess of net tangible assets acquired to identifiable intangible assets, including purchased research and development. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The Company’s purchased research and development identified as part of business combinations represents the estimated fair value as of the acquisition date of substantive in-process projects that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval. The valuation of IPR&D assets is determined using the discounted cash flow method. In determining the value of IPR&D assets, the Company considers, among other factors, the stage of completion of the projects, the technological feasibility of the projects, whether the projects have an alternative future use and the estimated residual cash flows that could be generated from the various projects and technologies over their respective projected economic lives. The discount rate used is determined at the time of acquisition and includes a rate of return which accounts for the time value of money, as well as risk factors that reflect the economic risk that the cash flows projected may not be realized. |
Intangible Assets | Intangible Assets Intangible assets acquired in a business combination consist primarily of IPR&D assets. The value attributable to IPR&D projects at the time of acquisition is capitalized as an indefinite-lived intangible asset and tested for impairment until the project is completed or abandoned. Upon completion of the project, the indefinite-lived intangible asset will be accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the indefinite-lived intangible asset will be charged to expense. Intangible assets acquired in other transactions are recorded at cost. Intangible assets with finite useful lives consist of legal costs incurred in the course of obtaining patents and license issuance fees for the use of proprietary technologies. Costs incurred for obtaining patents are amortized on a straight-line basis over the estimated useful lives of the assets from the time of approval of the patent. Prior to approval, these costs are carried on the balance sheets and not amortized. In the event approval is denied, the cost of the denied application is expensed. License issuance fees are amortized on a straight-line basis over the estimated useful lives of the underlying licensed technology. Intangible assets with finite useful lives are being amortized over 6 to 20 years and are evaluated separately from indefinite-lived intangible assets for impairment at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. |
Acquisition-Related Costs | Acquisition-related Costs Acquisition-related costs incurred in connection with the Mergers were expensed as incurred and include direct and incremental costs associated with the acquisition. |
Impairment of Long-lived Assets and Goodwill | Impairment of Long-lived Assets and Goodwill The Company evaluates our long-lived tangible and intangible assets, including IPR&D assets and goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment of long-lived assets other than goodwill and definite lived intangibles is assessed by comparing the undiscounted cash flows expected to be generated by the asset to its carrying value. Goodwill is tested for impairment by comparing the estimated fair value of our single reporting unit to its carrying value. The Company’s IPR&D assets are currently non-amortizing. Until such time as the projects are either completed or abandoned, the Company test those assets for impairment at least annually at year end, or more frequently at interim periods, by evaluating qualitative factors which could be indicative of impairment. Qualitative factors being considered include, but are not limited to, the current project status, forecasted changes in the timing or amounts required to complete the project, forecasted in timing or changes in the future cash flows to be generated by the completed products, and changes to other market-based assumptions, such as discount rates. If impairment indicators are present as a result of our qualitative assessment, the Company will test those assets for impairment by comparing the fair value of the assets to their carrying value. Upon completion or abandonment, the value of the IPR&D assets will be amortized to expense over the anticipated useful life of the developed products, if completed, or charged to expense when abandoned if no alternative future use exists. During the fourth quarter of 2018, based on the continued decline of the Company’s market capitalization following the completion of the equity offerings and a strategic review of development pipelines at the direction of our new CEO, the Company concluded under the qualitative assessment that an impairment indicator was present as it related to the Company’s three IPR&D assets. Based on the strategic review, the Company concluded it would discontinue development of the Oncosyn cancer immunotherapy program and accordingly the entire amount of this IPR&D asset, or $3.1 million, was charged to expense (Note 6). For the remaining two IPR&D assets related to HepTcell and SparVax-L, the Company calculated fair value using an excess earnings method or discounted cash flow model and compared the fair value to the carrying amount of the indefinite lived asset. Based on the analysis, the fair value of our HepTcell IPR&D asset exceeded its carrying value by an amount greater than 10%. However, the Company concluded that the fair value of our SparVax-L IPR&D intangible asset was $1,000,000 as compared to the current carrying value of the asset of $22,389,000 which resulted in an impairment charge of approximately $21,389,000 (Note 6). Key assumptions used in these Level 3 fair value analysis included projected cash flows, a probability of success of the ultimate project, and the discount rate. Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. The Company tests goodwill for impairment during the fourth quarter of each year, or more frequently if impairment indicators arise. The Company tests goodwill impairment using a one-step quantitative test. If the carrying value of a reporting unit exceeds its fair value, the amount of goodwill impairment is the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company considers multiple methods including both market and income approaches to determine fair value of its one reporting unit, and primarily rely on fair value estimated based on the Company’s market capitalization (a Level 2 input) as of or near the testing date, adjusted for an estimated control premium. During the year ended December 31, 2017, the Company concluded that goodwill was impaired and the full amount of its carrying value of $35,919,695 was written off as an impairment charge which was classified as a component of operating expenses (Note 6). An additional goodwill impairment charge of $490,676 was recorded during the year ended December 31, 2018 as a result of a purchase price allocation adjustments recorded during the period (Note 3). There was no goodwill balance outstanding at December 31, 2018. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance in FASB Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term. Level 3 — Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may change for many instruments. This condition could cause an instrument to be reclassified within levels in the fair value hierarchy. There were no transfers within the fair value hierarchy during the years ended December 31, 2018 and 2017. |
Financial Instruments | Financial Instruments Throughout 2018, the Company’s financial instruments consisted of cash, cash equivalents, restricted cash, accounts receivable, notes payable, accounts payable, accrued expenses, BPI France notes, common stock warrants classified as a liability, common stock warrants classified as equity, convertible preferred stock, redeemable convertible preferred stock, and an embedded derivative. The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those financial instruments. The BPI France notes are recorded at their repayment value which approximates fair value. Redeemable convertible preferred stock until its redemption was classified as temporary equity and its carrying amount accreted over the term of the instrument up to its liquidation and redemption value. Common stock warrants classified as equity and convertible preferred stock classified as permanent equity are initially recorded at their grant date fair value. For those warrants with a down round feature, if the down round feature is triggered the Company would remeasure those instruments at that time with changes recorded as a deemed dividend all within equity. Common stock warrants classified as a liability and the embedded derivative are recorded at fair value and are remeasured every reporting period with the changes in fair value recorded as a component of other income (expenses), net until their settlement or exercise. |
Research Grants and Contracts | Research Grants and Contracts Research grants and contracts are derived from government and foundation grants and contracts that support the Company’s efforts on specific research projects. The Company has determined that the government agencies and foundations providing grants and contracts to the Company are not customers. These grants and contracts generally provide for reimbursement of approved costs as those costs are incurred by the Company. Research grants and contracts and the related accounts receivable are recognized as earned when reimbursable expenses are incurred and the earnings process is complete. Payments received in advance of services being provided are recorded as deferred revenue. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense; consulting costs; external contract research and development expenses; raw materials; drug product manufacturing costs; and allocated overhead, including depreciation and amortization, rent and utilities. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense and amortized over the service period as the services are provided. |
Clinical Trial Costs | Clinical Trial Costs Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activation, and other information provided to the Company by our vendors. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments purchased with remaining maturities of 90 days or less on the purchase date to be cash equivalents, and include amounts held in money market funds which are actively traded (a Level 1 input). |
Restricted Cash | Restricted Cash The Company had restricted cash of $634,416 at December 31, 2018 held in money market savings accounts as collateral for the Company’s facility lease obligation and as a bond to support the attachment of certain assets subject to sale or collection on amounts currently due. Restricted cash is classified as a component of cash, cash equivalents, and restricted cash in the accompanying consolidated balance sheets and consolidated statements of cash flows. |
Accounts Receivable | Accounts Receivable Accounts receivable includes both billed and unbilled amounts. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables represent amounts reimbursed under its government grants and contracts. The Company believes that credit risks associated with these government grants and contracts is not significant. To date, the Company has not experienced any losses associated with accounts receivable and do not maintain an allowance for doubtful accounts. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses in these deposits. The Company recognizes research grants and contracts earned in connection with the services provided on research and development projects. The Company provides credit in the normal course of providing such services based on evaluations of the grantors’ financial condition and generally does not require collateral. To manage accounts receivable credit risk, the Company monitors the creditworthiness of its grantors. The U.S. Government accounts for 100% of research grants and contracts and accounts receivable for the years ended December 31, 2018 and 2017. As discussed above, the Company believes that credit risks associated with these government grants and contracts and accounts receivable is not significant. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred, whereas major improvements are capitalized as additions to property and equipment. Costs of assets under construction are capitalized but are not depreciated until the construction is substantially complete and the assets being constructed are ready for their intended use. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Life Computer and telecommunications 3 – 5 years Software 3 years Furniture, fixtures and equipment 5 years Laboratory equipment 7 years Leasehold improvements Lesser of lease term or estimated useful lives |
Patent and Licensing Costs | Patent and licensing costs The cost to obtain patents and licenses are capitalized as incurred and amortized over the expected life of the patent. Costs to maintain patents and licenses are expensed as incurred. These costs are classified as research and development expenses in the accompanying statements of operations and comprehensive loss. |
Preferred Stock | Preferred Stock Shares of redeemable preferred stock issued in August 2017 represented the second closing under the Note Agreement (see Notes 1 and 9). Redeemable preferred stock was classified as temporary equity and was initially recorded at its original issuance price, net of issuance costs and discounts. Such discounts included common stock warrants issued as part of the financing which were required to be classified as a liability and recorded at fair value (Note 12), an embedded derivative related to certain redemption features which was classified as a liability and recorded at fair value (Note 10), and the intrinsic value of a beneficial conversion feature present in the instrument at issuance (Note 10). The carrying value of the redeemable preferred stock was accreted over the term of the redeemable preferred stock up to its redemption value, using the straight-line method which approximates the interest method due to the short-term nature of the redeemable preferred stock terms with the amount of the accretion recorded as a reduction of additional paid-in capital. All redeemable preferred stock has either been redeemed or converted to common stock as of December 31, 2018. |
Warrants | Warrants Common stock warrants issued in connection with convertible preferred stock and the Notes were classified as a component of permanent equity because they were freestanding financial instruments that were legally detachable and separately exercisable from other debt and equity instruments, were contingently exercisable, did not embody an obligation for the Company to repurchase its own shares, and permitted the holders to receive a fixed number of common shares upon exercise. In addition, such warrants required physical settlement and did not provide any guarantee of value or return. These warrants were initially recorded at their issuance date allocated fair value and were not subsequently remeasured. These warrants were valued using the Black Scholes option pricing model (“Black-Scholes”) and were converted into Private Altimmune common stock according to their original terms upon the Mergers. Common stock warrants issued in connection with the redeemable preferred stock were classified as a liability because these warrants contained terms which could, in certain circumstances, required the Company to settle the instruments for cash and such circumstances are outside the Company’s control. Common stock warrants classified as a liability are initially recorded at their issuance date fair value and are remeasured on each subsequent balance sheet date with changes in fair value recorded as a component of other income (expenses), net. These common stock warrants were valued using the Monte Carlo simulation valuation model. These warrants were subsequently redeemed in 2018 (Note 12). Common stock warrants issued in connection with the Unit Offering (as defined in Note 11) and the Second Registered Direct Offering (as defined in Note 11) were classified as a component of permanent equity because they are freestanding financial instruments that were legally detachable and separately exercisable from other debt and equity instruments, are contingently exercisable, do not embody an obligation for the Company to repurchase its shares, and permits the holders to receive a fixed number of common shares upon exercise. In addition, such warrants did not provide any guarantee of value or return. The Second Registered Direct Offering triggered a down round adjustment to the exercise price of the warrants issued in the Unit Offering from $6.00 to $4.1798. The value of a down round feature is measured as the difference between the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and the financial instrument’s fair value (without the down round feature) Pre-trigger Fair Value Post-trigger Fair Value Expected volatility 82.50 % 82.50 % Expected term (years) 4.98 4.98 Risk-free interest rate 3.07 % 3.07 % Stock Price $ 4.94 $ 4.94 Exercise Price $ 6.00 $ 4.18 |
Stock-based Compensation | Stock-based Compensation The Company accounts for all stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awarded to employees is measured at the grant date fair value of stock option grants and is recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of estimated forfeitures. Stock-based compensation awarded to non-employees are subject to revaluation over their vesting terms. For performance-based awards where the vesting of the options may be accelerated upon the achievement of certain milestones, vesting and the related stock-based compensation is recognized as an expense when it is probable the milestone will be met. For awards containing a market condition, the effect of the market condition is reflected in measuring the grant date fair value of the award and is recognized over the requisite service period, which is usually the vesting period, on a straight-line basis, net of estimated forfeitures. When awards are modified, the Company compares the fair value of the affected award measured immediately prior to modification to its value after modification. To the extent that the fair value of the modified award exceeds the original award, the incremental fair value of the modified award is recognized as compensation on the date of modification for vested awards, and over the remaining vesting period for unvested awards. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach, which requires the recognition of future tax benefits or liabilities on the temporary differences between the financial reporting and tax bases of our assets and liabilities. Deferred tax |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period without consideration for potentially dilutive securities. Net loss attributable to common stockholders and participating preferred stock is allocated to each share on an as-converted basis as if all of the net loss for the period had been distributed. During periods in which the Company incurred a net loss, the Company does not allocate net loss to participating securities because they do not have a contractual obligation to share in the net loss of the Company. The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common equivalents, including convertible preferred stock, redeemable preferred stock, common stock options, restricted stock awards, and common stock warrants outstanding during the period except where the effect of such non-participating securities would be antidilutive. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. |
Lease Incentive Obligations | Lease Incentive Obligations Lease incentives and allowance provided by our landlord for the construction of leasehold improvements are recorded as lease incentive obligations as the related construction costs are incurred, up to the maximum allowance. Lease incentive obligations are classified as a component of deferred rent and are amortized on a straight-line basis over the lease term as a reduction of rent expense. |
Deferred Rent | Deferred Rent Rent expense from operating leases is recognized on a straight-line basis over the lease term. The difference between rent expense recognized and rental payments is recorded as deferred rent in the consolidated balance sheets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted: In July 2017, 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. This ASU changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities that present earnings per share (“EPS”) in accordance with Accounting Standards Codification (“ASC”) Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company early adopted the guidance under ASU 2017-11 during the quarter ended September 30, 2018, when the Company issued warrants with a down round feature on September 28, 2018 (Note 11). No adjustments were required for the retrospective application of this standard. Pending Adoptions: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires a lessee to separate the lease components from the non-lease components in a contract and recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires a modified retrospective approach or an optional transition to apply the new guidance in the year of transition rather than at the beginning of the earliest period presented. The Company will adopt ASU 2016-02 in the first quarter of 2019 under the optional transition method. The Company’s current operating leases will be accounted for as operating lease liabilities and right-of-use assets upon adoption. The Company expects to establish no more than a $2,000,000 lease liability and corresponding right-of-use asset in the 2019 financial statements. The Company is in the process of assessing the required disclosures of ASU 2016-02, and expects to provide additional qualitative and quantitative disclosures related to leasing arrangements upon adoption. In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We are evaluating what impact, if any, the adoption of ASU 2018-07 may have on our financial statements. In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The Company is still completing its assessment of the impacts and anticipated adoption date of this guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Depreciation and Amortization Recorded using Straight-line Method over Estimated Useful Lives | Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Life Computer and telecommunications 3 – 5 years Software 3 years Furniture, fixtures and equipment 5 years Laboratory equipment 7 years Leasehold improvements Lesser of lease term or estimated useful lives |
Schedule of Fair Value Determined Using Black-Scholes Model | Fair value was determined using the Black-Scholes model with the following assumptions: Pre-trigger Fair Value Post-trigger Fair Value Expected volatility 82.50 % 82.50 % Expected term (years) 4.98 4.98 Risk-free interest rate 3.07 % 3.07 % Stock Price $ 4.94 $ 4.94 Exercise Price $ 6.00 $ 4.18 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Lists of Various Securities | The following table lists the various securities of PharmAthene which were outstanding as of May 4, 2017 and whose rights and obligations were assumed by the combined entity following the Mergers: Outstanding PharmAthene common stock 229,450 Outstanding PharmAthene stock options 4,100 Outstanding PharmAthene stock warrants 155 Per share fair value of PharmAthene common stock $ 195.00 Weighted average per share fair value of PharmAthene stock options, vested and unvested $ 7.80 Per share fair value of PharmAthene stock warrants $ 0.30 Aggregate fair value of consideration $ 44,757,910 Less fair value of unvested common stock options (15,173 ) Total fair value of consideration $ 44,742,737 |
Schedule of Purchase Price Allocation | The measurement period ended on the one-year anniversary of the Merger, and accordingly the purchase price allocation is considered final. The final adjusted allocation of the purchase consideration is as follows: Cash and cash equivalents $ 13,684,535 Accounts receivable 1,124,462 Prepaid expenses and other current assets 597,172 Tax refund receivable 1,556,558 Property and equipment 75,779 IPR&D 22,389,000 Goodwill 16,064,498 Total assets acquired 55,492,004 Accounts payable and accrued expenses (2,193,785 ) Deferred tax liability (8,555,482 ) Total liabilities assumed (10,749,267 ) Net assets acquired $ 44,742,737 |
Summary of Unaudited Pro Forma Information | The following unaudited pro forma information for the year ended December 31, 2017 gives effect to the acquisition of PharmAthene as if the Mergers had occurred at the beginning of the respective full annual reporting period: Pro forma revenue and grants and contracts $ 11,844,273 Pro forma net (loss) income attributable to common stockholders $ (52,315,978 ) Pro forma weighted average common shares outstanding, basic 518,262 Pro forma net (loss) income per share, basic $ (100.95 ) Pro forma weighted average common shares outstanding, diluted 518,262 Pro forma net (loss) income per share, diluted $ (100.95 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: For the Year Ended December 31, 2018 2017 Numerator Net loss $ (39,171,152 ) $ (46,425,390 ) Less: preferred stock accretion and other deemed dividends (3,307,800 ) (4,930,010 ) Net loss attributable to common stockholders $ (42,478,952 ) $ (51,355,400 ) Denominator Weighted-average common shares outstanding, basic and diluted 2,802,382 431,878 Net loss per share attributable to common stockholders, basic and diluted $ (15.16 ) $ (118.91 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential common shares issuable upon conversion, vesting or exercise of preferred stock, unvested restricted stock, common stock warrants, and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows: As of December 31, 2018 2017 Redeemable preferred stock — 4,560,550 Common stock warrants 7,344,297 2,350,085 Common stock options 353,274 1,819,316 Unvested restricted stock 323,404 23,428 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following: As of December 31, 2018 2017 Furniture, fixtures and equipment $ 121,491 $ 61,121 Laboratory equipment 926,590 1,001,810 Computers and telecommunications 149,290 81,342 Software 25,069 16,244 Leasehold improvements 1,228,108 44,352 Construction in progress — 350,075 Property and equipment, at cost 2,450,547 1,554,944 Less accumulated depreciation and amortization (1,107,746 ) (951,798 ) Property and equipment, net $ 1,342,802 $ 603,146 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets consisted of the following: As of December 31, 2018 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Impairment Net Book Value Internally developed patents 6 – 10 years $ 718,559 $ (317,172 ) $ — $ 401,387 Acquired licenses 16 – 20 years 285,000 (253,430 ) — 31,570 Total intangible assets subject to amortization $ 1,003,559 $ (570,602 ) $ — $ 432,957 IPR&D assets Indefinite 37,868,978 — (24,450,011 ) 13,418,967 Total $ 38,872,537 $ (570,602 ) $ (24,450,011 ) $ 13,851,924 December 31, 2017 Estimated Useful Lives Gross Carrying Value Accumulated Amortization Net Book Value Internally developed patents 6 – 10 years $ 678,340 $ (249,601 ) $ 428,739 Acquired licenses 16 – 20 years 285,000 (237,340 ) 47,660 Total intangible assets subject to amortization $ 963,340 $ (486,941 ) $ 476,399 IPR&D assets Indefinite 38,245,871 — 38,245,871 Total $ 39,209,211 $ (486,941 ) $ 38,722,270 |
Schedule of Future Estimated Amortization Expense | As of December 31, 2018, future estimated amortization expense is as follows: For the Year Ended December 31, 2019 $ 59,377 2020 45,930 2021 25,371 2022 25,371 2023 25,371 2024 and thereafter 251,537 Total $ 432,957 |
Schedule of Changes in Carrying Amounts of IPR&D Assets and Goodwill | Changes in the carrying amounts of IPR&D assets and goodwill for the years ended December 31, 2018 and 2017 were: IPR&D Goodwill Balance, January 1, 2017 $ 14,477,019 $ 18,758,421 Additions from the Mergers 22,389,000 15,573,822 Foreign currency translation adjustments 1,379,852 1,587,452 Impairment charges — (35,919,695 ) Balance, December 31, 2017 $ 38,245,871 $ — Additions — 490,676 Foreign currency translation adjustments (376,893 ) — Impairment charges (24,450,011 ) (490,676 ) Balance, December 31, 2018 $ 13,418,967 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: As of December 31, 2018 2017 Accrued professional services $ 552,619 $ 835,326 Accrued payroll and employee benefits 1,257,191 909,455 Accrued interest 1,192 536 Accrued construction costs — 328,384 Accrued research and development 2,076,704 1,551,556 Deferred Revenue 19,753 19,753 Deferred Rent 175,490 15,914 Accrued expenses $ 4,082,949 $ 3,660,924 |
Notes Payable and Other Liabi_2
Notes Payable and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable And Other Liabilities Disclosure [Abstract] | |
Summary of Current Portion of Outstanding Notes Payable | The Company’s current portion of outstanding notes payable are summarized as follows: As of December 31, 2018 2017 Line of credit $ — $ 49,702 BPI France notes, short-term portion 71,596 — Total notes payable $ 71,596 $ 49,702 |
Summary of Long-term Portion of Outstanding Notes Payable as well as Other Long-Term Liabilities | The Company’s long-term portion of outstanding notes payable as well as other long-term liabilities are summarized as follows: As of December 31, 2018 2017 BPI France notes, long-term portion $ 501,174 $ 599,927 Deferred rent, long-term portion 1,045,807 386,489 Common stock warrant liability (see Note 12) 65,000 3,400,869 Embedded derivative (see Note 10) — 27,236 Other 240,090 159,986 Total other long-term liabilities $ 1,852,071 $ 4,574,507 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Allocation of Net Proceeds from Redeemable Preferred Stock Financing | The net proceeds received during the year ended December 31, 2017 from the redeemable preferred stock financing were allocated as follows: Common stock warrant liability (see Note 12) $ 3,498,632 Embedded derivative 19,857 Beneficial conversion feature 1,506,196 Initial carrying value of redeemable preferred stock 7,993,885 Net proceeds from redeemable preferred stock issuance $ 13,018,570 |
Summary of Periodic Changes Fair Value of Embedded Redemption Derivative Financial Instrument | The periodic changes in the fair value of the embedded redemption derivative financial instrument for the years ended December 31, 2018 and 2017 are as follows: Balance, January 1, 2017 $ — Issuance 19,857 Changes in fair value 7,379 Balance, January 1, 2018 27,236 Changes in fair value (27,236 ) Balance, December 31, 2018 $ — |
Assumptions Used to Estimate Fair Value of Embedded Redemption Derivative Financial Instrument | The fair value used to determine the initial carrying value of the embedded redemption derivative financial instrument was measured using Level 3 inputs and was estimated using the Monte Carlo simulation valuation model. The assumptions used to estimate the fair value of the embedded redemption derivative financial instrument at December 31, 2017 and as of the redeemable preferred stock issuance date were as follows: December 31, 2017 Expected volatility 59.60 % Incremental borrowing rate 12.00 % Risk-free interest rate 1.59 % |
Common Stock (Table)
Common Stock (Table) | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Summary of Common Stock Reserved and Unreserved for Future Issuance | As of December 31, 2018, the Company’s common stock available for future issuance is summarized as follows: Common stock authorized 200,000,000 Common stock issued and reserved for future issuance: Common stock issued and outstanding 9,078,238 Common stock reserved for the exercises of common stock warrants* 7,345,103 Common stock reserved for the exercise of options 353,274 Common stock reserved for other 497 Common stock reserved for future awards under the Plans (Note 13) 1,499,934 Total common stock issued and reserved for future issuance 18,277,046 Unreserved common stock available for future issuance 181,722,954 *The 1,612 warrants for the redeemable preferred stock require 150% common stock reserve |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Common Stock Warrants Outstanding | The following common stock warrants were outstanding at December 31, 2018: Number of Common Stock Warrants Per Share Exercise Price Issuance Date Expiration Date Replacement warrants issued in connection with the Mergers 155 $ 483.00 March 3, 2012 March 3, 2022 Issued with redeemable preferred stock* 1,612 80.10 August 16, 2017 August 16, 2022 Issued with common units in Unit Offering 2,516,250 4.18 October 2, 2018 October 2, 2023 Underwriter warrant issued with public offering 196,650 6.25 October 2, 2018 September 28, 2021 Issued with common units in Registered Direct Offering 4,629,630 5.40 October 10, 2018 October 10, 2023 Total 7,344,297 *Liability classified warrants The following common stock warrants were outstanding at December 31, 2017: Number of Common Stock Warrants Per Share Exercise Price Issuance Date Expiration Date Replacement warrants issued in connection with the Mergers 155 $ 483.00 March 3, 2012 March 3, 2022 Issued with redeemable preferred stock* 78,181 80.10 August 16, 2017 August 16, 2022 Total 78,336 *Liability classified warrants |
Summary of Key Assumptions Used in Calculating Marketability Discount | This amount is considered a marketability discount calculated based on an analysis of the leak out provision provided for in the exchange agreements. The key assumptions used in calculating the marketability discount were: Holding period, in years 0.03 Risk free rate 1.77 % Dividend yield 0 % Volatility 109.9 % |
Summary of Income Statement Effect of Changes in Outstanding Warrants | The following is a summary of the income statement effect of changes in the Company’s outstanding warrants: Twelve Months Ended December 31, 2018 Changes in fair value of warrants $ (9,160 ) Loss on warrants exchanged (2,688,012 ) Transaction costs (181,312 ) Change in fair value of warrant liability, including gain (loss) on exchange $ (2,878,484 ) |
Summary of Warrant Activity | A summary of warrant activity during the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 Warrants outstanding, January 1 78,336 20,404 Issuances 7,342,530 79,840 Replacement warrants issued in connection with the Mergers — 155 Exercises, conversions and exchanges (76,569 ) (22,063 ) Warrants outstanding, December 31 7,344,297 78,336 |
Assumptions Used to Estimate Fair Value of Embedded Redemption Derivative Financial Instrument | The fair value used to determine the initial carrying value of the embedded redemption derivative financial instrument was measured using Level 3 inputs and was estimated using the Monte Carlo simulation valuation model. The assumptions used to estimate the fair value of the embedded redemption derivative financial instrument at December 31, 2017 and as of the redeemable preferred stock issuance date were as follows: December 31, 2017 Expected volatility 59.60 % Incremental borrowing rate 12.00 % Risk-free interest rate 1.59 % |
Summary of Periodic Changes in Fair Value of Warrant Liability | The periodic changes in the fair value of the warrant liability is as follows: Balance, January 1, 2017 $ — Issuance 3,498,632 Changes in fair value (97,763 ) Balance, December 31, 2017 3,400,869 Warrants settled upon exchange (3,345,029 ) Changes in fair value 9,160 Balance, December 31, 2018 $ 65,000 |
Black Scholes Option Pricing Model [Member] | |
Assumptions Used to Estimate Fair Value of Embedded Redemption Derivative Financial Instrument | The fair value used to determine the initial carrying value of the August 2017 warrants was measured using Level 3 inputs and was estimated using the Black-Scholes option pricing model. The following assumptions were used to estimate the fair value of the August 2017 warrants outstanding during the years ended December 31, 2018 and 2017: March 9, 2017 Issuance Expected volatility 84.40 % Expected term (years) 5.00 Risk-free interest rate 2.13 % Expected dividend yield 0.00 % |
Monte Carlo Simulation Model [Member] | |
Assumptions Used to Estimate Fair Value of Embedded Redemption Derivative Financial Instrument | The following assumptions were used to estimate the fair value of warrants classified as a liability using the Monte Carlo simulation valuation model with Level 3 inputs at December 31, 2018, December 31, 2017, and the redeemable preferred stock issuance date of August 16, 2017 were as follows: December 31, 2018 December 31, 2017 August 16, 2017 Expected volatility 93.90 % 91.30 % 86.90 % Expected term (years) 3.60 4.60 5.00 Risk-free interest rate 2.48 % 2.16 % 1.76 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Fair Value of Stock Options Issued to Employees | The fair value of stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: For the Year Ended December 31, 2018 2017 Expected volatility 92.14 % 89.17 % Expected term (years) 6.07 5.84 Risk-free interest rate 2.86 % 1.95 % Expected dividend yield 0.00 % 0.00 % |
Schedule of Information Related to Stock Options Outstanding | A summary of stock option activities under the Plans is presented below: Number of Stock Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Year) Weighted- Average Intrinsic Value Outstanding, January 1, 2018 60,618 $ 128.23 4.45 $ - Granted 339,619 4.63 Exercised (9,541 ) 2.40 $ - Forfeited or expired (37,422 ) 145.58 Outstanding, December 31, 2018 353,274 $ 10.97 6.04 $ - Exercisable, December 31, 2018 15,278 $ 106.08 5.29 $ - Expected to vest, December 31, 2018 337,996 $ 6.67 6.07 $ - |
Summary of Restricted Stock Activity | A summary of restricted stock activities is presented below: Shares Weighted- average Grant Date Fair Value Restricted Stock Repurchase Liability Unvested, January 1, 2018 781 $ 310.80 $ 315 Vested (284 ) 310.80 (116 ) Granted 322,907 3.59 — Unvested, December 31, 2018 323,404 $ 4.06 $ 199 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2018 and 2017 as follows: For the Year Ended December 31, 2018 2017 Research and development $ 319,354 $ 327,610 General and administrative 453,894 1,115,882 Total $ 773,248 $ 1,443,492 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Net Loss Before Income Tax Benefit | The components of net loss before income tax benefit are as follows: Year Ended December 31, 2018 2017 U.S. operations $ 38,979,638 $ 27,814,653 Non-U.S. operations 6,341,308 24,249,112 Net loss before income tax benefit $ 45,320,946 $ 52,063,765 |
Components of Income Tax Benefits | The components of the income tax benefits are as follows: Year Ended December 31, 2018 2017 U.S. federal Current $ 271,356 $ 2,432,088 Deferred 4,309,534 2,608,256 US state and local Current (1,464 ) 587,711 Deferred 1,570,368 10,320 Income tax benefit $ 6,149,794 $ 5,638,375 |
Reconciliation Between Effect of Applying Federal Statutory Rate and Effective Income Tax Rate Used to Calculate Income Tax Benefit | Reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate the Company’s income tax benefit is as follows: Year Ended December 31, 2018 2017 Federal statutory rate 21.00 % 34.00 % State income taxes, net of federal benefit 4.53 1.20 Foreign income tax rate differential (0.15 ) (0.05 ) Effect of the Tax Cuts and Jobs Act (“TCJA”) on tax rates — (2.16 ) Stock compensation (0.16 ) (2.49 ) Research and development tax credit (1.30 ) (2.33 ) Acquisition costs — (0.77 ) Goodwill impairment (0.22 ) (22.69 ) Loss on warrant exchange and warrant FMV changes (1.33 ) — Permanent differences and other 2.14 (0.78 ) Change in valuation allowance (10.94 ) 6.90 Effective tax rate 13.57 % 10.83 % |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2017 Deferred tax assets: Domestic NOLs $ 4,025,587 $ 6,320,893 Foreign NOLs 5,303,154 8,323,454 Accrued expenses 162,814 19,597 Amortization 1,035,765 1,187,512 Deferred revenue 38,494 49,373 Stock compensation 568,165 589,986 Deferred rent 336,070 110,731 Depreciation — 6,955 Research and development carryforward 73,156 — Total deferred tax assets 11,543,205 16,608,501 Deferred tax liabilities: IPR&D assets (2,557,085 ) (8,856,561 ) Depreciation (205,859 ) — IRC §481(a) adjustment — (20,118 ) Total deferred tax liabilities (2,762,944 ) (8,876,679 ) Deferred tax assets, net 8,780,261 7,731,822 Valuation allowance (8,838,761 ) (13,670,224 ) Total deferred tax liabilities net $ (58,500 ) $ (5,938,402 ) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments for non-cancelable operating leases at December 31, 2018 are as follows: Year ending December 31, 2019 $ 386,505 2020 392,779 2021 399,242 2022 405,898 2023 407,054 2024 and thereafter 552,947 Total $ 2,544,425 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis and Nonrecurrent Basis | The Company’s assets and liabilities measured at fair value on a recurring and nonrecurrent basis at December 31, 2018 consisted of the following: Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Recurring fair value measurements Cash equivalents — money market fund $ 29,375,509 $ 29,375,509 $ — $ — Warrant liability 65,000 — — 65,000 The Company’s assets and liabilities measured at fair value on a recurring and nonrecurrent basis at December 31, 2017 consisted of the following: Fair Value Measurement at December 31, 2017 Total Level 1 Level 2 Level 3 Recurring fair value measurements Cash equivalents — money market fund $ 8,940,897 $ 8,940,897 $ — $ — Restricted cash — money market fund 3,500,000 3,500,000 — — Warrant liability (3,400,869 ) — (3,400,869 ) Embedded derivative (27,236 ) — — (27,236 ) |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) | Sep. 13, 2018$ / sharesshares | Mar. 09, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 12, 2018shares | Jan. 31, 2017USD ($) |
Business And Basis Of Presentation [Line Items] | ||||||
Repayment of notes payable | $ 1,549,702 | $ 212,431 | ||||
Shares of common stock called by warrants | shares | 1,659 | |||||
Warrants exercise price per share | $ / shares | $ 0.01 | $ 5.03 | ||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | ||
Reverse split | 1-for-30 | |||||
Reverse split conversion ratio | 0.03 | |||||
Merger Agreement [Member} | ||||||
Business And Basis Of Presentation [Line Items] | ||||||
Agreement of reorganization and merger date | Jan. 18, 2017 | |||||
Merger Agreement [Member} | Merger Sub Corp I Inc and Mustang Merger Sub II LLC [Member] | ||||||
Business And Basis Of Presentation [Line Items] | ||||||
Business acquisition, percentage of voting interest acquired | 100.00% | |||||
Convertible Promissory Note Purchase Agreement [Member] | 6% Convertible Notes [Member] | ||||||
Business And Basis Of Presentation [Line Items] | ||||||
Notes payable | $ 8,600,000 | |||||
Notes payable, interest rate | 6.00% | |||||
Description of second closing | The second closing under the Note Agreement was satisfied in connection with the sale of Series B redeemable convertible preferred stock (“redeemable preferred stock”) that closed on August 16, 2017 (see Note 10). | |||||
Convertible Promissory Note Purchase Agreement [Member] | 6% Convertible Notes [Member] | Convertible Promissory Note Purchase Agreement Initial Closing [Member] | ||||||
Business And Basis Of Presentation [Line Items] | ||||||
Gross proceeds from notes payable | $ 3,150,630 | |||||
Repayment of notes payable | 196,496 | |||||
Accrued expenses modified and replaced with convertible notes | $ 881,044 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018USD ($)Asset$ / shares | Dec. 31, 2018USD ($)SegmentAsset$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Oct. 10, 2018$ / shares | Mar. 09, 2017$ / shares | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | |||||||
Number of operating segments | Segment | 1 | ||||||
Carrying value of assets | $ 38,872,537 | $ 38,872,537 | $ 39,209,211 | ||||
Goodwill impairment charges | 490,676 | 35,919,695 | |||||
Fair value transfers, Level 1 to Level 2 assets | 0 | $ 0 | |||||
Fair value transfers, Level 2 to Level 1 assets | 0 | 0 | |||||
Fair value transfers, Level 1 to Level 2 liabilities | 0 | 0 | |||||
Fair value transfers, Level 2 to Level 1 liabilities | 0 | 0 | |||||
Restricted cash | $ 634,416 | $ 634,416 | $ 3,534,174 | ||||
Per share exercise price | $ / shares | $ 5.03 | $ 5.03 | $ 0.01 | ||||
ASU 2016-02 [Member] | Scenario, Forecast [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Operating lease, right-of-use asset | $ 2,000,000 | ||||||
Revenue from Rights Concentration Risk [Member] | Research Grants and Contracts [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Percentage of concentration of credit risk | 100.00% | 100.00% | |||||
Revenue from Rights Concentration Risk [Member] | Accounts Receivable [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Percentage of concentration of credit risk | 100.00% | 100.00% | |||||
Money Market Funds [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 634,416 | $ 634,416 | |||||
IPR&D [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of assets | Asset | 3 | 3 | |||||
Intangible assets, amount | $ 13,418,967 | $ 13,418,967 | $ 38,245,871 | $ 14,477,019 | |||
Carrying value of assets | 22,389,000 | 22,389,000 | |||||
Impairment of intangible assets | 21,389,000 | 24,450,011 | |||||
IPR&D [Member] | Oncosyn Cancer Immunotherapy [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets, amount | $ 3,061,011 | $ 3,061,011 | |||||
IPR&D [Member] | HepTcell and SparVax-L [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of assets | Asset | 2 | 2 | |||||
IPR&D [Member] | SparVax-L [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Fair value of intangible assets | $ 1,000,000 | $ 1,000,000 | |||||
Minimum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 6 years | ||||||
Minimum [Member] | Second Registered Direct Offering [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Per share exercise price | $ / shares | $ 4.1798 | ||||||
Maximum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 20 years | ||||||
Maximum [Member] | Second Registered Direct Offering [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Per share exercise price | $ / shares | $ 6 | ||||||
Maximum [Member] | IPR&D [Member] | HepTcell [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Percent of fair value of reporting unit excess of carrying value | 10.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Depreciation and Amortization Recorded using Straight-line Method over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Computers and Telecommunications [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computers and Telecommunications [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture, Fixtures and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | Lesser of lease term or estimated useful lives |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value Determined Using Black-Scholes Model (Detail) | Dec. 31, 2018$ / shares | Dec. 31, 2017 | Aug. 16, 2017 | Mar. 09, 2017$ / shares |
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercise price per share | $ 5.03 | $ 0.01 | ||
Expected Volatility [Member] | Common Stock Warrants [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants | 93.90 | 91.30 | 86.90 | 84.40 |
Expected Volatility [Member] | Common Stock Warrants [Member] | Pre-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants | 82.50 | |||
Expected Volatility [Member] | Common Stock Warrants [Member] | Post-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants | 82.50 | |||
Expected Term (Years) [Member] | Common Stock Warrants [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants, expected term (years) | 3 years 7 months 6 days | 4 years 7 months 6 days | 5 years | 5 years |
Expected Term (Years) [Member] | Common Stock Warrants [Member] | Pre-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants, expected term (years) | 4 years 11 months 23 days | |||
Expected Term (Years) [Member] | Common Stock Warrants [Member] | Post-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants, expected term (years) | 4 years 11 months 23 days | |||
Risk-free Interest Rate [Member] | Common Stock Warrants [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants | 2.48 | 2.16 | 1.76 | 2.13 |
Risk-free Interest Rate [Member] | Common Stock Warrants [Member] | Pre-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants | 3.07 | |||
Risk-free Interest Rate [Member] | Common Stock Warrants [Member] | Post-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of warrants | 3.07 | |||
Stock Price [Member] | Common Stock Warrants [Member] | Pre-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercise price per share | $ 4.94 | |||
Stock Price [Member] | Common Stock Warrants [Member] | Post-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercise price per share | 4.94 | |||
Exercise Price [Member] | Common Stock Warrants [Member] | Pre-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercise price per share | 6 | |||
Exercise Price [Member] | Common Stock Warrants [Member] | Post-trigger Fair Value [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants exercise price per share | $ 4.18 |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Sep. 13, 2018 | May 04, 2017USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Reverse stock split of common stock | 0.03 | |||||
Share exchange ratio | 1-for-1 basis | |||||
Debt converted in to equity | 10,558 | |||||
Conversion of stock | shares | 229,450 | |||||
Transaction costs | $ 2,183,671 | $ 2,183,671 | ||||
Change in tax rate | 21.00% | 34.00% | ||||
Increase in goodwill from recorded adjustments | $ 490,676 | $ 15,573,822 | ||||
Discount rate | 23.00% | |||||
Goodwill impairment loss | 490,676 | 35,919,695 | ||||
Goodwill | 0 | $ 18,758,421 | ||||
Revenue | 10,331,168 | 10,738,322 | ||||
Net loss | (39,171,152) | (46,425,390) | ||||
Change in fair value of derivatives | 90,191 | |||||
Interest expense | 297,090 | 162,139 | ||||
Acquisition-related Costs [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Nonrecurring pro forma adjustments | 1,512,423 | |||||
Common Stock Warrants [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock | shares | 22,024 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock | shares | 1,325 | |||||
Series B Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of preferred stock | $ 19,976 | |||||
Common Stock Class A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued | shares | 229,450 | |||||
PharmAthene [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Reverse stock split of common stock | 0.02497 | |||||
Equity interests acquired | 58.20% | |||||
Total fair value of consideration | $ 44,742,737 | |||||
Outstanding unvested options | shares | 252 | |||||
Stock options estimated fair value | $ 15,173 | |||||
Operating loss carryforwards | $ 965,583 | |||||
Operating loss carryforwards, expiration date | Jan. 1, 2023 | |||||
Increase tax refund receivable due to adjustments to the allocation of the purchase consideration | 44,700 | |||||
Reduce deferred tax liability due to adjustments to the allocation of the purchase consideration | 4,535 | |||||
Increase in goodwill due to adjustments to the allocation of the purchase consideration | $ 49,235 | |||||
Change in tax rate | 35.00% | 34.00% | ||||
Goodwill | $ 16,064,498 | |||||
Revenue | 1,765,212 | |||||
Net loss | 36,003 | |||||
Nonrecurring pro forma adjustments | $ (52,315,978) | |||||
Interest expense | 148,521 | |||||
Dividends accrued but not yet paid | $ 163,068 | 163,068 | ||||
PharmAthene [Member] | Stock Compensation Expense [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Nonrecurring pro forma adjustments | $ 66,180 |
Business Combination - Schedule
Business Combination - Schedule of Lists of Various Securities (Detail) - USD ($) | May 04, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Outstanding PharmAthene common stock | 9,078,238 | 608,499 | |
Outstanding PharmAthene stock options | 353,274 | 60,618 | |
Weighted average per share fair value of PharmAthene stock options, vested and unvested | $ 10.97 | $ 128.23 | |
PharmAthene [Member] | |||
Business Acquisition [Line Items] | |||
Outstanding PharmAthene common stock | 229,450 | ||
Outstanding PharmAthene stock options | 4,100 | ||
Outstanding PharmAthene stock warrants | 155 | ||
Per share fair value of PharmAthene common stock | $ 195 | ||
Weighted average per share fair value of PharmAthene stock options, vested and unvested | 7.80 | ||
Per share fair value of PharmAthene stock warrants | $ 0.30 | ||
Aggregate fair value of consideration | $ 44,757,910 | ||
Less fair value of unvested common stock options | (15,173) | ||
Total fair value of consideration | $ 44,742,737 |
Business Combination - Schedu_2
Business Combination - Schedule of Purchase Price Allocation (Detail) - USD ($) | Dec. 31, 2018 | May 04, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 18,758,421 | |
PharmAthene [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 13,684,535 | ||
Accounts receivable | 1,124,462 | ||
Prepaid expenses and other current assets | 597,172 | ||
Tax refund receivable | 1,556,558 | ||
Property and equipment | 75,779 | ||
IPR&D | 22,389,000 | ||
Goodwill | 16,064,498 | ||
Total assets acquired | 55,492,004 | ||
Accounts payable and accrued expenses | (2,193,785) | ||
Deferred tax liability | (8,555,482) | ||
Total liabilities assumed | (10,749,267) | ||
Net assets acquired | $ 44,742,737 |
Business Combination - Summary
Business Combination - Summary of Unaudited Pro Forma Information (Detail) - PharmAthene [Member] | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Pro forma revenue and grants and contracts | $ | $ 11,844,273 |
Pro forma net (loss) income attributable to common stockholders | $ | $ (52,315,978) |
Pro forma weighted average common shares outstanding, basic | shares | 518,262 |
Pro forma net (loss) income per share, basic | $ / shares | $ (100.95) |
Pro forma weighted average common shares outstanding, diluted | shares | 518,262 |
Pro forma net (loss) income per share, diluted | $ / shares | $ (100.95) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator | ||
Net loss | $ (39,171,152) | $ (46,425,390) |
Less: preferred stock accretion and other deemed dividends | (3,307,800) | (4,930,010) |
Net loss attributable to common stockholders | $ (42,478,952) | $ (51,355,400) |
Denominator | ||
Weighted-average common shares outstanding, basic and diluted | 2,802,382 | 431,878 |
Net loss per share attributable to common stockholders, basic and diluted | $ (15.16) | $ (118.91) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,560,550 | |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,344,297 | 2,350,085 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 353,274 | 1,819,316 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 323,404 | 23,428 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,450,547 | $ 1,554,944 |
Less accumulated depreciation and amortization | (1,107,746) | (951,798) |
Property and equipment, net | 1,342,802 | 603,146 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 121,491 | 61,121 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 926,590 | 1,001,810 |
Computers and Telecommunications [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 149,290 | 81,342 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 25,069 | 16,244 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,228,108 | 44,352 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 350,075 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation, Total | $ 218,717 | $ 83,834 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Value | $ 1,003,559 | $ 963,340 |
Intangible assets subject to amortization, Accumulated Amortization | (570,602) | (486,941) |
Intangible assets subject to amortization, Net Book Value | 432,957 | 476,399 |
Total intangible assets, Gross Carrying Value | 38,872,537 | 39,209,211 |
Intangible Assets, Impairment | (24,450,011) | |
Total intangible assets, Net Book Value | 13,851,924 | 38,722,270 |
IPR&D [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Total intangible assets, Gross Carrying Value | 37,868,978 | 38,245,871 |
Total intrangible assets, Impairment | (24,450,011) | |
Total intangible assets, Net Book Value | 13,418,967 | 38,245,871 |
Internally Developed Patents [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Value | 718,559 | 678,340 |
Intangible assets subject to amortization, Accumulated Amortization | (317,172) | (249,601) |
Intangible assets subject to amortization, Net Book Value | $ 401,387 | $ 428,739 |
Internally Developed Patents [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 6 years | 6 years |
Internally Developed Patents [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 10 years | 10 years |
Acquired Licenses [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Value | $ 285,000 | $ 285,000 |
Intangible assets subject to amortization, Accumulated Amortization | (253,430) | (237,340) |
Intangible assets subject to amortization, Net Book Value | $ 31,570 | $ 47,660 |
Acquired Licenses [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 16 years | 16 years |
Acquired Licenses [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Lives | 20 years | 20 years |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($)Asset | Dec. 31, 2018USD ($)Asset | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Carrying value of assets | $ 38,872,537 | $ 38,872,537 | $ 39,209,211 | |
Goodwill impairment loss | 490,676 | 35,919,695 | ||
Increase in goodwill from recorded adjustments | $ 490,676 | 15,573,822 | ||
IPR&D [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of assets | Asset | 3 | 3 | ||
Intangible assets, amount | $ 13,418,967 | $ 13,418,967 | 38,245,871 | $ 14,477,019 |
Carrying value of assets | 22,389,000 | 22,389,000 | ||
Impairment of intangible assets | 21,389,000 | 24,450,011 | ||
IPR&D [Member] | Oncosyn Cancer Immunotherapy [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, amount | $ 3,061,011 | $ 3,061,011 | ||
IPR&D [Member] | HepTcell and SparVax-L [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of assets | Asset | 2 | 2 | ||
IPR&D [Member] | SparVax-L [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Fair value of intangible assets | $ 1,000,000 | $ 1,000,000 | ||
Minimum [Member] | IPR&D [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 15 years | |||
Maximum [Member] | IPR&D [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 18 years | |||
Maximum [Member] | IPR&D [Member] | HepTcell [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Percent of fair value of reporting unit excess of carrying value | 10.00% | 10.00% | ||
Research and Development [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 83,652 | $ 55,185 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Future Estimated Amortization Expense (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 | $ 59,377 | |
2020 | 45,930 | |
2021 | 25,371 | |
2022 | 25,371 | |
2023 | 25,371 | |
2024 and thereafter | 251,537 | |
Intangible assets subject to amortization, Net Book Value | $ 432,957 | $ 476,399 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Schedule of Changes in Carrying Amounts of IPR&D Assets and Goodwill (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Goodwill Balance, beginning of period | $ 18,758,421 | ||
Goodwill, Additions from the mergers | $ 490,676 | 15,573,822 | |
Goodwill, Foreign currency translation adjustments | 1,587,452 | ||
Goodwill, Impairment charges | (490,676) | (35,919,695) | |
Goodwill Balance, end of period | $ 0 | 0 | |
IPR&D [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
IPR&D Balance, beginning of period | 38,245,871 | 14,477,019 | |
IPR&D, Additions from the Mergers | 22,389,000 | ||
IPR&D, Foreign currency translation adjustments | (376,893) | 1,379,852 | |
IPR&D, Impairment charges | (21,389,000) | (24,450,011) | |
IPR&D Balance, end of period | $ 13,418,967 | $ 13,418,967 | $ 38,245,871 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued professional services | $ 552,619 | $ 835,326 |
Accrued payroll and employee benefits | 1,257,191 | 909,455 |
Accrued interest | 1,192 | 536 |
Accrued construction costs | 328,384 | |
Accrued research and development | 2,076,704 | 1,551,556 |
Deferred Revenue | 19,753 | 19,753 |
Deferred rent | 175,490 | 15,914 |
Accrued expenses | $ 4,082,949 | $ 3,660,924 |
Licenses - Additional Informati
Licenses - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
University of Alabama at Birmingham Research Foundation [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Annual license fee | $ 20,000 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember |
License fee costs | $ 20,000 | $ 20,000 |
Patent expiration date | Aug. 7, 2033 | |
Janssen Vaccines and Prevention BV [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Annual license fee | $ 100,000 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember |
License fee costs | $ 177,625 | $ 200,000 |
Patent expiration date | Mar. 21, 2020 | |
Auburn University [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Annual license fee | $ 5,000 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember |
Patent expiration date | Aug. 15, 2025 | |
License fee costs | $ 5,000 | $ 5,000 |
Upfront fee | $ 1,000 |
Notes Payable and Other Liabi_3
Notes Payable and Other Liabilities - Summary of Current Portion of Outstanding Notes Payable (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 71,596 | $ 49,702 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 49,702 | |
BPI France Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 71,596 |
Notes Payable and Other Liabi_4
Notes Payable and Other Liabilities - Summary of Long-term Portion of Outstanding Notes Payable as well as Other Long-Term Liabilities (Detail) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) |
Debt Instrument [Line Items] | ||||
BPI France notes, long-term portion | $ 572,770 | € 500,000 | $ 599,927 | € 500,000 |
Deferred rent, long-term portion | 1,045,807 | 386,489 | ||
Common stock warrant liability (see Note 12) | 65,000 | 3,400,869 | ||
Embedded derivative (see Note 10) | 27,236 | |||
Other | 240,090 | 159,986 | ||
Total other long-term liabilities | 1,852,071 | 4,574,507 | ||
BPI France Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
BPI France notes, long-term portion | $ 501,174 | $ 599,927 |
Notes Payable and Other Liabi_5
Notes Payable and Other Liabilities - Additional Information (Detail) | Jul. 11, 2018 | Dec. 31, 2018USD ($)FundingArrangementd$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2018EUR (€)shares | Dec. 29, 2018 | Jul. 27, 2018USD ($) | Jun. 29, 2018USD ($)shares | Dec. 31, 2017EUR (€) | Mar. 09, 2017shares |
Debt Instrument [Line Items] | |||||||||
Line of credit facility, renewed credit agreement expiration period | 6 months | ||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000 | $ 1,750,000 | |||||||
Line of credit facility, remaining balance | $ 0 | ||||||||
Line of credit facility, annual interest rate | 8.00% | ||||||||
Line of Credit Facility Expiration | 2019-01 | ||||||||
Total long-term debt | $ 572,770 | $ 599,927 | € 500,000 | € 500,000 | |||||
Note classified as short term | 71,596 | 49,702 | |||||||
Amortization of lease incentive obligations | 115,782 | 29,854 | |||||||
Shares of common stock called by warrants | shares | 1,659 | ||||||||
Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 293,009 | ||||||||
Convertible note unamortized discount | 180,611 | ||||||||
Debt issuance costs | 58,172 | ||||||||
Additional interest earned | 54,226 | ||||||||
First Exchange Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes principal balance | $ 1,500,000 | $ 1,500,000 | |||||||
Shares of common stock called by warrants | shares | 73,530 | 73,530 | 53,125 | ||||||
Convertible debt, interest rate in event of default | 112.00% | ||||||||
Conversion price per share | $ / shares | $ 20.40 | ||||||||
Weighted average prices of common stock | 75.00% | ||||||||
Weighted average price per share of common stock | $ / shares | $ 4.50 | ||||||||
Number of trading days | d | 20 | ||||||||
Interest payable | 1.00% | ||||||||
BPI France Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of non-interest bearing research and development funding arrangements | FundingArrangement | 2 | ||||||||
Percentage of fund to be withdrawn upon signing of arrangements | 50.00% | ||||||||
Additional percentage of fund to be withdrawn, contingent upon financial audit and technical progress report | 30.00% | ||||||||
Research and development funding arrangements extended period | 2 years | ||||||||
Total long-term debt | $ 501,174 | $ 599,927 | |||||||
Note classified as short term | 71,596 | ||||||||
Note classified as long term | $ 501,174 | ||||||||
BPI France Notes [Member] | Research Funding First Arrangement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | € | € 750,000 | ||||||||
Method of repayment | sixteen quarterly installments from June 2019 through March 2023 | ||||||||
BPI France Notes [Member] | Research Funding Second Arrangement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | € | € 250,000 | ||||||||
Method of repayment | sixteen quarterly installments from June 2019 through March 2023 | ||||||||
Line of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 2,889 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) | Jul. 11, 2018 | Aug. 16, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Mar. 31, 2017 | Mar. 09, 2017 | Jan. 01, 2017 | Dec. 31, 2016 |
Temporary Equity [Line Items] | |||||||||
Convertible preferred shares, shares issued | 599,285 | ||||||||
Convertible preferred stock, shares outstanding | 599,285 | ||||||||
Convertible preferred shares, par value | $ 0.01 | ||||||||
Stock issued for exchange of warrants, shares | 1,659 | ||||||||
Deemed dividend | $ 56,792 | ||||||||
Common Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Conversion of Series B redeemable convertible preferred stock into common stock, shares | 502,078 | 82,483 | |||||||
Second Warrants Exchange [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Stock issued for exchange of warrants, shares | 22,523 | ||||||||
Number of shares issued | 32,124 | ||||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible preferred shares, shares issued | 15,656 | 0 | 12,177 | ||||||
Convertible preferred stock, shares outstanding | 0 | 12,177 | |||||||
Convertible preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock issued for exchange of warrants | $ 14,716,370 | ||||||||
Issuance costs incurred | $ 1,697,800 | ||||||||
Redeemable preferred stock redemption date | Aug. 16, 2018 | ||||||||
Percentage of common stock in reserve for issue on conversion | 150.00% | ||||||||
Conversion of redeemable preferred stock into common stock, shares | 9,813 | 3,479 | |||||||
Series B Redeemable Convertible Preferred Stock [Member] | Level 3 [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Beneficial conversion feature | $ 1,506,196 | $ 1,338,840 | $ 167,356 | ||||||
Series B Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible preferred stock, shares outstanding | 599,285 | ||||||||
Face value of preferred stock | $ 2,364,044 | ||||||||
Face value of preferred stock, shares | 2,364 | ||||||||
Series B Preferred Stock [Member] | Second Warrants Exchange [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Number of shares issued | 32,124 | ||||||||
Proceeds from issuance of warrants | $ 22,241 | ||||||||
Deemed contribution | $ 111,553 | ||||||||
Maximum [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Stock issued for exchange of warrants, shares | 1,659 | ||||||||
Maximum [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Stock issued for exchange of warrants, shares | 78,181 |
Preferred Stock - Allocation of
Preferred Stock - Allocation of Net Proceeds Received from Redeemable Preferred Stock Financing (Detail) - USD ($) | Aug. 16, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Allocation Of Net Proceeds From Redeemable Convertible Preferred Stock Financing [Line Items] | |||
Common stock warrant liability (see Note 12) | $ 3,498,632 | ||
Embedded derivative | 19,857 | $ 19,857 | |
Initial carrying value of redeemable preferred stock | 7,993,885 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Allocation Of Net Proceeds From Redeemable Convertible Preferred Stock Financing [Line Items] | |||
Net proceeds from redeemable preferred stock issuance | 13,018,570 | 13,018,570 | |
Series B Redeemable Convertible Preferred Stock [Member] | Level 3 [Member] | |||
Allocation Of Net Proceeds From Redeemable Convertible Preferred Stock Financing [Line Items] | |||
Beneficial conversion feature | $ 1,506,196 | $ 1,338,840 | $ 167,356 |
Preferred Stock - Summary of Pe
Preferred Stock - Summary of Periodic Changes Fair Value of Embedded Redemption Derivative Financial Instrument (Detail) - USD ($) | Aug. 16, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Abstract] | |||
Balance, beginning of period | $ 27,236 | ||
Embedded derivative | $ 19,857 | $ 19,857 | |
Changes in fair value | $ (27,236) | 7,379 | |
Balance, end of period | $ 27,236 |
Preferred Stock - Assumptions U
Preferred Stock - Assumptions Used to Estimate Fair Value of Embedded Redemption Derivative Financial Instrument (Detail) | Dec. 31, 2017 |
Expected Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 59.60 |
Incremental Borrowing Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 12 |
Risk Free Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value assumptions | 1.59 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | Mar. 12, 2019 | Oct. 10, 2018 | Oct. 02, 2018 | Sep. 26, 2018 | Dec. 31, 2018 | Sep. 13, 2018 | Sep. 12, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 09, 2017 |
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 9,078,735 | 609,280 | ||||||||
Common stock, shares outstanding | 9,078,238 | 608,499 | ||||||||
Net proceeds from offering | $ 4,334,816 | |||||||||
Per share exercise price | $ 5.03 | $ 0.01 | ||||||||
Shares of common stock called by warrants | 1,659 | |||||||||
Deemed dividend | $ 56,792 | |||||||||
Maximum [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Shares of common stock called by warrants | 1,659 | |||||||||
First Registered Direct Offering [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Shares of common stock issued | 286,633 | |||||||||
Purchase price per share | $ 17.02 | |||||||||
Net proceeds from offering | $ 4,334,816 | |||||||||
Placement agent fees and offering expenses | $ 500,000 | |||||||||
Unit Offering [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Net proceeds from offering | $ 10,667,505 | |||||||||
Common units outstanding | 2,400,000 | |||||||||
Sale of transaction date | Oct. 2, 2018 | |||||||||
Common units issued | 2,400,000 | |||||||||
Unit Offering [Member] | Common Units | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Public offering price per share | $ 5 | |||||||||
Per share exercise price | $ 6 | |||||||||
Warrant expiration period | 5 years | |||||||||
Unit Offering [Member] | Common Units [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Public offering price per share | $ 4.99 | |||||||||
Per share exercise price | 0.01 | |||||||||
Per share exercise price | $ 6 | |||||||||
Second Registered Direct Offering [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Net proceeds from offering | $ 22,400,673 | |||||||||
Common units outstanding | 4,629,630 | |||||||||
Sale of transaction date | Oct. 10, 2018 | |||||||||
Common units issued | 4,629,630 | |||||||||
Deemed dividend | $ 780,038 | |||||||||
Second Registered Direct Offering [Member] | Maximum [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Per share exercise price | $ 6 | |||||||||
Second Registered Direct Offering [Member] | Minimum [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Per share exercise price | 4.1798 | |||||||||
Second Registered Direct Offering [Member] | Common Units | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Public offering price per share | 5.40 | |||||||||
Per share exercise price | $ 5.40 | |||||||||
Warrant expiration period | 5 years | |||||||||
Second Registered Direct Offering [Member] | Common Units [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Public offering price per share | $ 5.39 | |||||||||
Per share exercise price | 5.40 | |||||||||
Per share exercise price | $ 0.01 | |||||||||
Third Registered Direct Offering [Member] | Subsequent Event [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Net proceeds from offering | $ 12,691,384 | |||||||||
Common units outstanding | 4,361,370 | |||||||||
Sale of transaction date | Mar. 12, 2019 | |||||||||
Warrant expiration period | 5 years | |||||||||
Third Registered Direct Offering [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Per share exercise price | $ 4.1798 | |||||||||
Third Registered Direct Offering [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Per share exercise price | 2.7568 | |||||||||
Third Registered Direct Offering [Member] | Common Units | Subsequent Event [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Public offering price per share | 3.21 | |||||||||
Per share exercise price | $ 3.21 | |||||||||
Shares of common stock called by warrants | 0.70 | |||||||||
Third Registered Direct Offering [Member] | Common Units [Member] | Subsequent Event [Member] | ||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||
Public offering price per share | $ 3.20 | |||||||||
Per share exercise price | 0.01 | |||||||||
Per share exercise price | $ 3.21 | |||||||||
Shares of common stock called by warrants | 0.70 |
Common Stock - Summary of Commo
Common Stock - Summary of Common Stock Reserved and Unreserved for Future Issuance (Detail) - shares | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 13, 2018 | Sep. 12, 2018 | Dec. 31, 2017 | ||
Class Of Stock Disclosures [Abstract] | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | |
Common stock issued and outstanding | 9,078,238 | ||||
Common stock reserved for the exercises of common stock warrants | [1] | 7,345,103 | |||
Common stock reserved for the exercise of options | 353,274 | ||||
Common stock reserved for other | 497 | ||||
Common stock reserved for future awards under the Plans (Note 13) | 1,499,934 | ||||
Total common stock issued and reserved for future issuance | 18,277,046 | ||||
Unreserved common stock available for future issuance | 181,722,954 | ||||
[1] | The 1,612 warrants for the redeemable preferred stock require 150% common stock reserve |
Common Stock - Summary of Com_2
Common Stock - Summary of Common Stock Reserved and Unreserved for Future Issuance (Parenthetical) (Detail) | Dec. 31, 2018shares |
Class Of Stock Disclosures [Abstract] | |
Warrants for redeemable preferred stock | 1,612 |
Common stock reserve percentage | 150.00% |
Warrants - Summary of Common St
Warrants - Summary of Common Stock Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 09, 2017 | Dec. 31, 2016 | |
Class Of Warrant Or Right [Line Items] | ||||
Number of Common Stock Warrants | 7,344,297 | 78,336 | 20,404 | |
Per Share Exercise Price | $ 5.03 | $ 0.01 | ||
Replacement Warrants Issued in Connection With Mergers [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Common Stock Warrants | 155 | 155 | ||
Per Share Exercise Price | $ 483 | $ 483 | ||
Issuance Date | Mar. 3, 2012 | Mar. 3, 2012 | ||
Expiration Date | Mar. 3, 2022 | Mar. 3, 2022 | ||
Warrants Issued with Redeemable Preferred [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Common Stock Warrants | 1,612 | 78,181 | ||
Per Share Exercise Price | $ 80.10 | $ 80.10 | ||
Issuance Date | Aug. 16, 2017 | Aug. 16, 2017 | ||
Expiration Date | Aug. 16, 2022 | Aug. 16, 2022 | ||
Warrants Issued with Common Units in Unit Offering [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Common Stock Warrants | 2,516,250 | |||
Per Share Exercise Price | $ 4.18 | |||
Issuance Date | Oct. 2, 2018 | |||
Expiration Date | Oct. 2, 2023 | |||
Underwriter Warrant Issued with Public Offering [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Common Stock Warrants | 196,650 | |||
Per Share Exercise Price | $ 6.25 | |||
Issuance Date | Oct. 2, 2018 | |||
Expiration Date | Sep. 28, 2021 | |||
Issued with Common Units in Registered Direct Offering [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Common Stock Warrants | 4,629,630 | |||
Per Share Exercise Price | $ 5.40 | |||
Issuance Date | Oct. 10, 2018 | |||
Expiration Date | Oct. 10, 2023 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | Sep. 07, 2018shares | Jul. 11, 2018USD ($)shares | Jun. 29, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Aug. 31, 2017shares | May 31, 2017shares | Mar. 31, 2017shares | Jun. 29, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Sep. 13, 2018$ / shares | Jun. 30, 2018USD ($) | Mar. 09, 2017$ / sharesshares | Dec. 31, 2016shares |
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Stock issued for exchange of warrants, shares | 1,659 | |||||||||||||
Cashless exercises of warrants | 22,063 | |||||||||||||
Replacement warrants issued in connection with the Mergers | 155 | 155 | ||||||||||||
Issuances | 78,181 | 7,342,530 | 79,840 | |||||||||||
Conversion of warrants into common stock and cash | 76,569 | |||||||||||||
Warants outstanding | 7,344,297 | 78,336 | 20,404 | |||||||||||
Stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Cash proceeds from common stock | $ | $ 4,334,816 | |||||||||||||
Gain on exchange of warrants | $ | 779,923 | |||||||||||||
Exchange consideration discounted percentage | 0.05 | |||||||||||||
Warrants right grant date fair value | $ | $ 23,511,785 | |||||||||||||
Warrants exercise price per share | $ / shares | $ 5.03 | $ 0.01 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Face value of preferred stock | $ | $ 2,364,044 | |||||||||||||
First Exchange Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Stock issued for exchange of warrants, shares | 53,125 | 53,125 | 73,530 | |||||||||||
Issuance of common stock for the exchange of warrants | 167,700 | |||||||||||||
Stock price per share | $ / shares | $ 12.60 | $ 12.60 | ||||||||||||
Convertible notes principal balance | $ | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||
Cash proceeds from common stock | $ | $ 1,100,000 | |||||||||||||
Proceeds from exchange of warrants | $ | 4,727,000 | |||||||||||||
Converted value in excess of principal | $ | $ 3,467,935 | |||||||||||||
Gain on exchange of warrants | $ | (3,593,082) | |||||||||||||
Transaction costs | $ | 125,147 | |||||||||||||
First Exchange Warrants [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Face value of preferred stock | $ | $ 2,364,044 | |||||||||||||
Second Warrants Exchange [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Stock issued for exchange of warrants, shares | 22,523 | |||||||||||||
Stock price per share | $ / shares | $ 8.64 | |||||||||||||
Number of shares issued | 32,124 | |||||||||||||
Additional number of shares issued | 145,038 | |||||||||||||
Second Warrants Exchange [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Number of shares issued | 32,124 | |||||||||||||
Proceeds from issuance of warrants | $ | $ 22,241 | |||||||||||||
Third Warrants Exchange [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Stock issued for exchange of warrants, shares | 921 | |||||||||||||
Stock price per share | $ / shares | $ 8.85 | |||||||||||||
Number of shares issued | 5,929 | |||||||||||||
Warrants Issued with Redeemable Preferred [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warants outstanding | 1,612 | 78,181 | ||||||||||||
Warrants exercise price per share | $ / shares | $ 80.10 | $ 80.10 | ||||||||||||
Maximum [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Stock issued for exchange of warrants, shares | 1,659 | |||||||||||||
Merger Agreement [Member} | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Number of warrants exercised | 22,022 |
Warrants - Summary of Key Assum
Warrants - Summary of Key Assumptions Used in Calculating Marketability Discount (Detail) | Dec. 31, 2018yr |
Expected Term (Years) [Member] | |
Class Of Warrant Or Right [Line Items] | |
Measurement input | 0.03 |
Risk Free Rate [Member] | |
Class Of Warrant Or Right [Line Items] | |
Measurement input | 1.77 |
Dividend Yield [Member] | |
Class Of Warrant Or Right [Line Items] | |
Measurement input | 0 |
Expected Volatility [Member] | |
Class Of Warrant Or Right [Line Items] | |
Measurement input | 109.9 |
Warrants - Summary of Income St
Warrants - Summary of Income Statement Effect of Changes in Outstanding Warrants (Detail) - USD ($) | Aug. 16, 2017 | Dec. 31, 2018 |
Class Of Warrant Or Right [Line Items] | ||
Changes in fair value of warrants | $ (3,498,632) | |
Common Stock Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Changes in fair value of warrants | $ (9,160) | |
Loss on warrants exchanged | (2,688,012) | |
Transaction costs | (181,312) | |
Change in fair value of warrant liability, including gain (loss) on exchange | $ (2,878,484) |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - shares | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants And Rights Note Disclosure [Abstract] | ||||
Warrants outstanding, January 1 | 78,336 | 20,404 | ||
Issuances | 78,181 | 7,342,530 | 79,840 | |
Replacement warrants issued in connection with the Mergers | 155 | 155 | ||
Exercises, conversions and exchanges | (76,569) | (22,063) | ||
Warrants outstanding, December 31 | 7,344,297 | 78,336 |
Warrants - Summary of Fair Valu
Warrants - Summary of Fair Value Used to Determine Warrants' Initial Carrying Value (Detail) - Common Stock Warrants [Member] | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 16, 2017 | Mar. 09, 2017 |
Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input | 93.90 | 91.30 | 86.90 | 84.40 |
Expected Term (Years) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input, expected term (years) | 3 years 7 months 6 days | 4 years 7 months 6 days | 5 years | 5 years |
Risk-free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input | 2.48 | 2.16 | 1.76 | 2.13 |
Expected Dividend Yield [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input | 0 | 0 | 0 | 0 |
Warrants - Summary of Periodic
Warrants - Summary of Periodic Changes in Fair Value of Warrant Liability (Detail) - USD ($) | Aug. 16, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Issuance | $ 3,498,632 | ||
Changes in fair value | $ (2,878,484) | $ 97,763 | |
Common Stock Warrants [Member] | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Issuance | 9,160 | ||
Level 3 [Member] | Common Stock Warrants [Member] | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Balance, January 1, 2017 | 3,400,869 | ||
Issuance | 3,498,632 | ||
Warrants settled upon exchange | (3,345,029) | ||
Changes in fair value | 9,160 | (97,763) | |
Balance, December 31, 2017 | $ 65,000 | $ 3,400,869 |
Warrants - Summary of Assumptio
Warrants - Summary of Assumptions Used to Estimate Fair Value of Warrants (Detail) - Common Stock Warrants [Member] | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 16, 2017 | Mar. 09, 2017 |
Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input | 93.90 | 91.30 | 86.90 | 84.40 |
Expected Term (Years) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input, expected term (years) | 3 years 7 months 6 days | 4 years 7 months 6 days | 5 years | 5 years |
Risk-free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input | 2.48 | 2.16 | 1.76 | 2.13 |
Expected Dividend Yield [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrants, measurement input | 0 | 0 | 0 | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2018 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 29, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Stock Options, Granted | 339,619 | ||||
Common stock reserved for future issuance | 1,499,934 | ||||
Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Stock Options, Granted | 339,619 | ||||
Options to purchase common stock exercised to date | 38,636 | ||||
2001 Employee Stock Option Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Stock Options, Granted | 0 | ||||
2007 Long Term Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Stock Options, Granted | 0 | ||||
2017 Omnibus Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares reserved for future issuance, description | The aggregate share reserve will be increased on January 1 of each year commencing in 2018 and ending on and including January 1, 2027 up to an amount equal to the lowest of (i) 4% of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors. | ||||
Percentage of additional shares from common stock available for stock-based compensation | 4.00% | ||||
2017 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 1,500,000 | ||||
2017 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 5,000,000 | ||||
2017 Omnibus Incentive Plan [Member] | Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 34,327 | ||||
2017 Omnibus Incentive Plan [Member] | Common Stock [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock granted, shares | 800,000 | ||||
Stock granted value | $ 5,000,000 | ||||
2017 Omnibus Incentive Plan [Member] | Common Stock [Member] | Maximum [Member] | Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock granted, shares | 500,000 | ||||
2018 Inducement Grant Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 2,000,000 | ||||
2018 Inducement Grant Plan [Member] | Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 1,465,607 | ||||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 10 months 28 days | ||||
Restricted stock authorized and granted | 322,907 | 2,651 | 322,907 | ||
Restricted stock authorized and granted, value | $ 1,067 | ||||
Weighted average grant date fair value of restricted stock award | $ 3.59 | $ 310.80 | $ 3.59 | ||
Restricted stock vesting period | 4 years | 4 years | |||
Fair value of restricted shares that vested | $ 3,878 | ||||
Repurchase of unvested shares price per share | $ 0.01 | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 50.00% | ||||
Share-based compensation arrangement by share-based payment award, shares vesting date | Dec. 1, 2022 | ||||
Unrecognized compensation expense | $ 1,129,653 | ||||
Restricted Stock [Member] | One Year Anniversary [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | ||||
Restricted Stock [Member] | 36 Substantially Equal Monthly Installments | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 75.00% | ||||
Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense, period for recognition | 2 years 10 months 24 days | ||||
Weighted-average grant date fair value of stock options granted | $ 4.63 | $ 64.80 | |||
Aggregate intrinsic value for stock options exercised | $ 461,555 | ||||
Unrecognized compensation cost, stock options | $ 1,292,868 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value of Stock Options Issued to Employees (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected volatility | 92.14% | 89.17% |
Expected term (years) | 6 years 25 days | 5 years 10 months 2 days |
Risk-free interest rate | 2.86% | 1.95% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Information Related to Stock Options Outstanding (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Stock Options, Outstanding | 60,618 | |
Number of Stock Options, Granted | 339,619 | |
Number of Stock Options, Exercised | (9,541) | |
Number of Stock Options, Forfeited or expired | (37,422) | |
Number of Stock Options, Outstanding | 353,274 | 60,618 |
Number of Stock Options, Exercisable | 15,278 | |
Number of Stock Options, Expected to vest | 337,996 | |
Weighted-average Exercise Price, Outstanding | $ 128.23 | |
Weighted-average Exercise Price, Granted | 4.63 | |
Weighted-average Exercise Price, Exercised | 2.40 | |
Weighted-average Exercise Price, Forfeited or expired | 145.58 | |
Weighted-average Exercise Price, Outstanding | 10.97 | $ 128.23 |
Weighted-average Exercise Price, Exercisable | 106.08 | |
Weighted-average Exercise Price, Expected to vest | $ 6.67 | |
Weighted-average Remaining Contractual Term, Outstanding | 6 years 14 days | 4 years 5 months 12 days |
Weighted-average Remaining Contractual Term, Exercisable | 5 years 3 months 14 days | |
Weighted-average Remaining Contractual Term, Expected to vest | 6 years 25 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - Restricted Stock [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Oct. 31, 2016 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested Shares, Beginning balance | 781 | ||
Vested Shares | (284) | ||
Granted Shares | 322,907 | 2,651 | 322,907 |
Unvested Shares, Ending balance | 323,404 | ||
Weighted-average Grant Date Fair Value Unvested, beginning balance | $ 310.80 | ||
Weighted-average Grant Date Fair Value Vested | 310.80 | ||
Weighted average grant date fair value of restricted stock award | $ 3.59 | $ 310.80 | 3.59 |
Weighted-average Grant Date Fair Value Unvested, Ending balance | $ 4.06 | ||
Repurchase Liability Unvested, beginning balance | $ 315 | ||
Repurchase Liability Vested | (116) | ||
Repurchase Liability Unvested, Ending balance | $ 199 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | $ 773,248 | $ 1,443,492 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | 319,354 | 327,610 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | $ 453,894 | $ 1,115,882 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Loss Before Income Tax Benefit (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. operations | $ 38,979,638 | $ 27,814,653 |
Non-U.S. operations | 6,341,308 | 24,249,112 |
Net loss before income tax benefit | $ 45,320,946 | $ 52,063,765 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. federal | ||
Current | $ 271,356 | $ 2,432,088 |
Deferred | 4,309,534 | 2,608,256 |
US state and local | ||
Current | (1,464) | 587,711 |
Deferred | 1,570,368 | 10,320 |
Income tax benefit | $ 6,149,794 | $ 5,638,375 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Effect of Applying Federal Statutory Rate and Effective Income Tax Rate Used to Calculate Income Tax Benefit (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Corporate federal income tax rate | 21.00% | 34.00% |
State income taxes, net of federal benefit | 4.53% | 1.20% |
Foreign income tax rate differential | (0.15%) | (0.05%) |
Effect of the Tax Cuts and Jobs Act (“TCJA”) on tax rates | (2.16%) | |
Stock compensation | (0.16%) | (2.49%) |
Research and development tax credit | (1.30%) | (2.33%) |
Acquisition costs | (0.77%) | |
Goodwill impairment | (0.22%) | (22.69%) |
Loss on warrant exchange and warrant FMV changes | (1.33%) | |
Permanent differences and other | 2.14% | (0.78%) |
Change in valuation allowance | (10.94%) | 6.90% |
Effective tax rate | 13.57% | 10.83% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes [Line Items] | ||||
Corporate federal income tax rate | 21.00% | 34.00% | ||
Income tax provision to re-measure deferred tax assets | $ 1,125,708 | |||
GILTI inclusion | $ 0 | |||
BEAT tax | 0 | |||
Net decrease in valuation allowance | $ 4,831,463 | |||
Testing period | 3 years | |||
Unused pre merger opertaing loss carry forwards expire | $ 5,766,281 | |||
United Kingdom [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 25,474,739 | |||
France [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 1,388,999 | |||
U.S. Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 14,629,188 | |||
Operating Loss carryforwards, subject to expiration | $ 2,015,489 | |||
Operating loss carry forwards expiration period | 20 years | |||
Operating loss carryforwards, not subject to expiration | $ 12,613,699 | |||
Operating loss carryforwards, expiration date | Jan. 1, 2020 | |||
U.S. State [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 14,629,188 | |||
Operating Loss carryforwards, subject to expiration | $ 2,015,489 | |||
Operating loss carry forwards expiration period | 20 years | |||
Operating loss carryforwards, not subject to expiration | $ 12,613,699 | |||
Operating loss carryforwards, expiration date | Jan. 1, 2023 | |||
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Corporate federal income tax rate | 35.00% | |||
Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
Ownership percentage | 50.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Domestic NOLs | $ 4,025,587 | $ 6,320,893 |
Foreign NOLs | 5,303,154 | 8,323,454 |
Accrued expenses | 162,814 | 19,597 |
Amortization | 1,035,765 | 1,187,512 |
Deferred revenue | 38,494 | 49,373 |
Stock compensation | 568,165 | 589,986 |
Deferred rent | 336,070 | 110,731 |
Depreciation | 6,955 | |
Research and development carryforward | 73,156 | |
Total deferred tax assets | 11,543,205 | 16,608,501 |
Deferred tax liabilities: | ||
IPR&D assets | (2,557,085) | (8,856,561) |
Depreciation | (205,859) | |
IRC §481(a) adjustment | (20,118) | |
Total deferred tax liabilities | (2,762,944) | (8,876,679) |
Deferred tax assets, net | 8,780,261 | 7,731,822 |
Valuation allowance | (8,838,761) | (13,670,224) |
Total deferred tax liabilities net | $ (58,500) | $ (5,938,402) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Nov. 01, 2017USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | |||
Operating leases, area of office and laboratory facilities | ft² | 14,141 | ||
Operating lease, initial term | 90 months | ||
Number of months of free rent under initial lease term | 6 months | ||
Percentage of annual escalation of base rent during lease term | 3.00% | ||
Upfront payment | $ 282,820 | ||
Operating lease interest rate per annum | 8.50% | ||
Tenant improvement allowance to be reimbursed | $ 902,051 | ||
Payments of rent | 902,051 | ||
Amortization of lease incentive | $ 115,782 | $ 29,854 | |
Operating lease rent expense | 632,658 | 562,840 | |
Deferred rent from rent escalation | $ 182,062 | $ 82,180 | |
Other Assets [Member] | |||
Loss Contingencies [Line Items] | |||
Operating leases, security Deposit | $ 34,174 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 386,505 |
2020 | 392,779 |
2021 | 399,242 |
2022 | 405,898 |
2023 | 407,054 |
2024 and thereafter | 552,947 |
Total | $ 2,544,425 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis and Nonrecurrent Basis (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative | $ (27,236) | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 65,000 | (3,400,869) |
Embedded derivative | (27,236) | |
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 29,375,509 | 8,940,897 |
Restricted cash | 3,500,000 | |
Level 1 [Member] | Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 29,375,509 | 8,940,897 |
Restricted cash | 3,500,000 | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 65,000 | (3,400,869) |
Embedded derivative | $ (27,236) |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | ||
Discretionary plan contributions | $ 139,042 | $ 196,373 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Registered direct offering closing date | Mar. 12, 2019 |