DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2019 | Feb. 28, 2019 | Jul. 31, 2018 | |
DOCUMENT AND ENTITY INFORMATION | |||
Entity Registrant Name | BioPharmX Corp | ||
Entity Central Index Key | 0001504167 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 31, 2019 | ||
Current Fiscal Year End Date | --01-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 37.3 | ||
Entity Common Stock, Shares Outstanding | 218,356,963 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Trading Symbol | BPMX |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,069 | $ 7,576 |
Accounts receivable, net | 4 | 7 |
Inventories | 10 | |
Prepaid expenses and other current assets | 312 | 388 |
Total current assets | 3,385 | 7,981 |
Property and equipment, net | 148 | 109 |
Other assets | 121 | |
Total assets | 3,654 | 8,090 |
Current liabilities: | ||
Accounts payable | 1,363 | 1,376 |
Accrued expenses and other current liabilities | 934 | 1,603 |
Total current liabilities | 2,297 | 2,979 |
Long-term liabilities: | ||
Long-term liabilities | 59 | 39 |
Total liabilities | 2,356 | 3,018 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity: | ||
Series A convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of January 31, 2019 and 2018, respectively | ||
Common stock, $0.001 par value; 450,000,000 shares authorized; 218,315,296 and 160,062,509 shares issued and outstanding as of January 31, 2019 and 2018, respectively | 218 | 160 |
Additional paid-in capital | 79,614 | 66,190 |
Accumulated deficit | (78,534) | (61,278) |
Total stockholders' equity | 1,298 | 5,072 |
Total liabilities and stockholders' equity | $ 3,654 | $ 8,090 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2019 | Jan. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A convertible preferred stock, shares issued | 0 | 0 |
Series A convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 218,315,296 | 160,062,509 |
Common stock, shares outstanding | 218,315,296 | 160,062,509 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenues, net | $ 57 | $ 73 |
Cost of goods sold | 83 | 250 |
Gross margin | (26) | (177) |
Operating expenses: | ||
Research and development | 9,079 | 9,140 |
Sales and marketing | 2,157 | 2,415 |
General and administrative | 5,244 | 5,144 |
Total operating expenses | 16,480 | 16,699 |
Loss from operations | (16,506) | (16,876) |
Change in fair value of warrant liability | 28 | 364 |
Other expense, net | (778) | (126) |
Loss before provision for income taxes | (17,256) | (16,638) |
Provision for income taxes | 2 | 2 |
Net loss and comprehensive loss | $ (17,258) | $ (16,640) |
Basic and diluted net loss per share | $ (0.09) | $ (0.19) |
Shares used in computing basic and diluted net loss per share | 193,178,000 | 85,900,000 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series A Convertible Preferred Stock | Total |
Balance Beginning, Amount at Jan. 31, 2017 | $ 68 | $ 46,026 | $ (44,638) | $ 1,515 | $ 2,971 |
Balance Beginning, Shares at Jan. 31, 2017 | 67,719,577 | 1,515 | |||
Increase (decrease) in stockholders' deficit | |||||
Issuance of common stock, net of expenses | $ 57 | 15,992 | 16,049 | ||
Issuance of common stock, net of expenses (in shares) | 57,185,258 | ||||
Issuance of common stock due to exercise of options | 10 | 10 | |||
Issuance of common stock due to exercise of options (in shares) | 40,000 | ||||
Issuance of common stock due to exercise of warrants | $ 31 | 613 | 644 | ||
Issuance of common stock due to exercise of warrants (in shares) | 30,789,103 | ||||
Conversion of Series A convertible preferred stock to common stock | $ 4 | 1,511 | $ (1,515) | ||
Conversion of Series A convertible preferred stock to common stock | 4,328,571 | (1,515) | |||
Stock-based compensation expense | 1,887 | 1,887 | |||
Fair value of modification of warrants | 151 | 151 | |||
Net and comprehensive loss | (16,640) | (16,640) | |||
Balance Ending, Amount at Jan. 31, 2018 | $ 160 | 66,190 | (61,278) | 5,072 | |
Balance Ending, Shares at Jan. 31, 2018 | 160,062,509 | ||||
Increase (decrease) in stockholders' deficit | |||||
Cumulative-effect adjustment from adoption of new accounting pronouncement | 2 | 2 | |||
Issuance of common stock due to exercise of options | 1 | 1 | |||
Issuance of common stock due to exercise of options (in shares) | 140,039 | ||||
Issuance of common stock due to exercise of warrants | $ 58 | 10,488 | 10,546 | ||
Issuance of common stock due to exercise of warrants (in shares) | 58,112,748 | ||||
Stock-based compensation expense | 2,061 | 2,061 | |||
Fair value of modification of warrants | 874 | 874 | |||
Net and comprehensive loss | (17,258) | (17,258) | |||
Balance Ending, Amount at Jan. 31, 2019 | $ 218 | $ 79,614 | $ (78,534) | $ 1,298 | |
Balance Ending, Shares at Jan. 31, 2019 | 218,315,296 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Jan. 31, 2018USD ($) | |
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | |
Issuance costs | $ 1,907 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (17,258) | $ (16,640) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,061 | 1,887 |
Fair value modification of warrants | 874 | 151 |
Depreciation expense | 62 | 52 |
Change in fair value of warrant liability | (28) | (364) |
Other non-cash expense | 3 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (32) | 75 |
Accounts payable | (13) | (1,175) |
Accrued expenses and other liabilities | (661) | 427 |
Net cash used in operating activities | (14,992) | (15,587) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (43) | (41) |
Net cash used in investing activities | (43) | (41) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, preferred stock and warrants, net of issuance costs | 16,049 | |
Proceeds from exercises of common stock warrants | 10,546 | 644 |
Proceeds from exercises of stock options | 1 | 10 |
Payments on capital lease obligation | (19) | |
Net cash provided by financing activities | 10,528 | 16,703 |
Net increase (decrease) in cash and cash equivalents | (4,507) | 1,075 |
Cash and cash equivalents as of beginning of period | 7,576 | 6,501 |
Cash and cash equivalents as of end of period | 3,069 | 7,576 |
Non-cash investing and financing activities: | ||
Purchase of property and equipment through capital lease | 61 | |
Conversion of Series A convertible preferred stock to common stock | 1,515 | |
Supplemental disclosures: | ||
Income taxes paid | $ 2 | $ 2 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2019 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business BioPharmX Corporation (the “Company”) is incorporated under the laws of the state of Delaware and originally incorporated on August 30, 2010 in Nevada under the name Thompson Designs, Inc. The Company has one wholly-owned subsidiary, BioPharmX, Inc., a Nevada corporation. The Company is a specialty pharmaceutical company focused on the dermatology market. Its focus is to develop products that treat dermatologic conditions that are not being adequately addressed or those where current therapies and approaches are suboptimal. Its strategy is to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for United States Food and Drug Adminstration (FDA) approved or well characterized active pharmaceutical ingredients, or APIs. The Company aims to reduce the time, cost and risks typically associated with new product development by utilizing APIs with demonstrated safety profiles and, when applicable, taking advantage of the regulatory approval pathway under Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act. Section 505(b)(2) permits an applicant for a new product, such as a new or improved formulation or a new use of an approved product, to rely in part on literature and/or the FDA’s findings of safety and/or effectiveness for a similar previously-approved product. The Company’s approach is to identify the limitations of current treatment options and work to develop novel products using our proprietary HyantX™ topical drug delivery system. The Company commercially launched its iodine breast health supplement, VI 2 OLET, in December 2014. In November 2018, the Company divested the rights to develop, manufacture, market and sell its molecular iodine technology, including VI 2 OLET. This divestiture resulted in a de minimis loss, which is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. All tangible and intangible assets related to VI 2 OLET, including but not limited to existing customer and vendor arrangements, were included in this divestiture. Since the Company’s inception, substantially all of the Company’s efforts have been devoted to developing its product candidates, including conducting preclinical and clinical trials, and providing general and administrative support for its operations. The Company has financed its operations primarily through the sale of equity and convertible notes. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. Accounts Receivable, net Accounts receivable are related to the sale of the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Accounts receivable were recorded net of cash discounts for prompt payment and return allowances. The allowance for doubtful accounts receivable recorded as of January 31, 2019 and 2018 was immaterial. Inventories Inventories as of January 31, 2018 were related to the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Inventories were stated at the lower of cost or net realizable value. Cost was determined using the standard cost method which approximated actual cost on a first-in, first-out basis. The Company regularly reviewed inventory quantities in consideration of actual loss experiences, projected future demand and remaining shelf life to record a provision for inventory, which may have become obsolete or are in excess of anticipated demand or net realizable value. Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses and other liabilities approximate fair value due to their short maturities. Property and Equipmen t , net Property and equipment is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method. Repairs and maintenance costs are expensed as incurred. Estimated useful lives in years are as follows: Estimated Description Useful Life Furniture 5 - 7 Laboratory equipment 3 - 5 Computer and equipment 3 - 5 Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not identify any impairment losses for the years ended January 31, 2019 or 2018. Warrant Liability The Company accounts for certain of its warrants as derivative liabilities based on provisions relating to cash settlement options. The Company recorded a liability for the fair value of the warrants at the time of issuance, and at each reporting date the warrants are revalued to the instrument’s fair value. The fair value of the warrants are estimated using the Black-Scholes pricing model. This liability is subject to fair value re-measurement until the warrants are exercised or expired, and any change in fair value is recognized as other income or expense in the consolidated statements of operations and comprehensive loss. Revenue Recognition Revenue is related to the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Effective February 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), using the modified retrospective transition method. The cumulative effect of the initial application of ASC 606 of approximately $2,000 was recognized as an adjustment to accumulated deficit and a decrease to deferred revenue as of February 1, 2018. The adoption of ASC 606 did not have a material impact on the Company’s consolidated balance sheet, statement of operations and comprehensive loss and statement of cash flows for the year ended January 31, 2019. Revenue is recognized when control is transferred to the customer, which is typically upon shipment. There are no significant post-shipment obligations. Revenue is recognized at the transaction price, which includes estimates of variable consideration for reserves related to estimated product returns, pricing discounts or other concessions. These estimates are based on estimates of the amount earned or to be claimed on the related sales and are based on historical information and current contractual requirements. The Company evaluated whether the revenue generating activities and advanced payment arrangements with customers result in the recognition of contract assets or liabilities. No such assets existed as of January 31, 2019 or February 1, 2018. As of February 1, 2018, deferred revenue was immaterial. The Company applies the practical expedient to make adjustments for a significant financing component unnecessary if, at contract inception, the Company does not expect the period between customer payment and transfer of control of the promised goods or services to the customer to exceed one year. During the year ended January 31, 2019, the Company did not have any contracts for the sale of its products with its customers with a significant financing component. The Company has elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. During the year ended January 31, 2019, the Company expensed the incremental costs of obtaining the contract as an expense when incurred as the amortization period was one year or less. Shipping costs billed to customers are recorded as revenue. Shipping and handling expense related to costs incurred to deliver product are recognized within cost of goods sold. The Company accounts for shipping and handling activities that occur after control has transferred as a fulfillment cost as opposed to a separate performance obligation, and the costs of shipping and handling are recognized concurrently with the related revenue. Cost of Good Sold Cost of goods sold is related to the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Cost of good sold includes direct costs related to the sale of VI 2 OLET, write-downs of excess and obsolete inventories and amortization of intangible assets. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in cost of goods sold. Research and Development Expenses Research and development expenses are expensed as incurred and consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, product development, consulting, materials, supplies, and facilities and other overhead allocations. Advertising Expenses The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were approximately $10,000 and $29,000 for the years ended January 31, 2019 and 2018, respectively. Income Taxes The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. No interest expense was recognized during the periods presented. Stock-Based Compensation The Company recognizes stock-based compensation for equity awards on a straight-line basis over their vesting periods based on the grant date fair value. The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustment as the underlying equity instruments vest. Comprehensive Loss Comprehensive loss is the change in equity of an enterprise, except those resulting from stockholder transactions. Accordingly, comprehensive loss includes certain changes in equity that are excluded from net loss. For the years ended January 31, 2019 and 2018, the Company’s comprehensive loss is equal to its net loss. There were no components of other comprehensive loss for any of the periods presented. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated based on the weighted average number of shares of the Company’s common stock outstanding during the period. The weighted average shares outstanding for the years ended January 31, 2019 and 2018 exclude 193,333 shares of unvested restricted common stock. Diluted net loss per share attributable to common stockholders is calculated based on the weighted average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. As of January 31, 2019 and 2018, approximately 182,702,000 and 215,810,000, potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share would be anti-dilutive. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases , and in July 2018, ASU No. 2018-11, Targeted Improvements , which requires entities to recognize assets and liabilities for leases with lease terms greater than twelve months. The new guidance also requires quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company does not expect a material impact on the statement of operations and comprehensive loss or cash flows from the adoption of this standard. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . This amendment impacts entities that change the terms or conditions of a share-based payment award. The Company adopted this guidance as of February 1, 2018 for awards that are modified after that date, and the adoption did not have a material effect on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The amendment is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jan. 31, 2019 | |
GOING CONCERN | |
GOING CONCERN | 2. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and will continue to conduct operations for the foreseeable future and realize assets and discharge liabilities in the ordinary course of operations. As of January 31, 2019, the Company had cash and cash equivalents of $3.1 million and working capital of $1.1 million. The Company has incurred recurring losses and negative cash flows from operations since inception and has funded its operating losses through the sale of common stock, preferred stock, warrants to purchase common stock and the issuance of convertible notes. The Company incurred a net loss of $17.3 million and $16.6 million for the years ended January 31, 2019 and 2018, respectively, and had an accumulated deficit of $78.5 million as of January 31, 2019. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in its industry. The Company continues its research and development efforts for its product candidates, which will require significant funding. If the Company is unable to obtain additional financing in the future or research and development efforts require higher than anticipated capital, there may be a negative impact on the financial viability of the Company. The Company plans to increase working capital by managing its cash flows and expenses and either entering into a strategic partnership or raising additional capital through private or public equity or debt financing. There can be no assurance that such financing or partnerships will be available or on terms which are favorable to the Company. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. Failure to raise additional capital through one or more financings, enter into a strategic partnership or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties. |
BALANCE SHEET DETAILS
BALANCE SHEET DETAILS | 12 Months Ended |
Jan. 31, 2019 | |
BALANCE SHEET DETAILS | |
BALANCE SHEET DETAILS | 3. BALANCE SHEET DETAILS January 31, 2019 2018 (in thousands) Inventories: Work in process $ — $ Finished goods — Channel inventory — $ — $ 10 January 31, 2019 2018 (in thousands) Property and equipment, net: Furniture $ — $ Laboratory equipment Computer and equipment Less: accumulated depreciation $ 148 $ 109 Depreciation expense for the years ended January 31, 2019 and 2018 was approximately $62,000 and $52,000, respectively. January 31, 2019 2018 (in thousands) Accrued liabilities: Research and development $ 399 $ 404 Payroll 371 368 Legal 45 438 Purchase commitment liability — 215 Deferred revenue — 8 Other 119 170 $ 934 $ 1,603 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASURMENTS The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. · Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. · Level 2— Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. · Le vel 3— Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. As of January 31, 2019 and 2018, the Company held $2.5 million and $7.1 million, respectively, in money market funds, which are classified as Level 1 within the fair value hierarchy. No unrealized gains or losses are recorded in connection with these amounts. The fair value of the warrant liability was classified as a Level 3 liability, as the Company uses unobservable inputs to value it. The table below presents the activity within Level 3 of the fair value hierarchy (in thousands): Warrant Liability Balance as of January 31, 2017 $ 403 Change in fair value of warrants (364) Balance as of January 31, 2018 39 Change in fair value of warrants (28) Balance as of January 31, 2019 $ 11 The warrant liability is included in long - term liabilities on the consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 5. COMMITMENTS AND CONTINGENCIES Commitments The following table summarizes the Company’s commitments as of January 31, 2019 (in thousands): Fiscal years ending January 31, Total 2020 2021 2022 2023 2024 Operating lease $ 1,539 $ 280 $ 315 $ 324 $ 334 $ 286 Capital lease for laboratory equipment 47 22 22 3 — — Total $ 1,586 $ 302 $ 337 $ 327 $ 334 $ 286 On October 30, 2018, the Company signed a lease for 11,793 square feet of office and laboratory space in San Jose, California. The lease commenced in December 2018 and will terminate in December 2023. Rent expense for the years ended January 31, 2019 and 2018 was approximately $586,000 and $612,000, respectively. The Company is party to an agreement with a contract research organization (CRO) to conduct the Phase 2 clinical trial for BPX04, a topical antibiotic for the treatment of rosacea. The actual amounts owed under the agreement and the timing of those obligations depend on various factors, including the rate of patient enrollment, any protocol amendments and other factors relating to the clinical trial. As of January 31, 2019, the remaining liability under the agreement, excluding any potential amendments to the agreement, was $0.8 million. The Company can terminate the agreement at any time and any amounts incurred through the termination date would be due to the CRO. The Company recorded a capital lease obligation related to laboratory equipment in March 2018. The leased asset value was approximately $61,000 and the corresponding current and long-term liabilities were recorded in accrued liabilities and other current liabilities and long-term liabilities, respectively. Total future payments representing interest until the termination of lease are approximately $5,000. Legal Proceedings The Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patents or other intellectual property rights. The Company is not a party to any material legal proceeding, nor is it aware of any pending or threatened litigation that the Company believes is likely to have a material adverse effect on its business, results of operations, cash flows or financial condition should such litigation be resolved unfavorably. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has entered into indemnification agreements with its directors, officers and certain of its medical advisors that may require the Company to indemnify its directors, officers and such medical advisors against liabilities that may arise by reason of their status or service in these roles, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. |
CONVERTIBLE PREFERRED STOCK AND
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | 12 Months Ended |
Jan. 31, 2019 | |
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | |
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | 6. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Common Stock In April 2017, the Company issued 6,410,258 shares of common stock at a price per share of $0.78 resulting in net proceeds of $4.4 million and warrants to purchase 3,365,385 shares of common stock at an exercise price of $0.90 in a registered direct offering. In July 2017, the Company issued 5,500,000 shares of common stock at a price per share of $0.36 resulting in net proceeds of $1.9 million in a registered direct offering. In November 2017, the Company issued 45,275,000 shares of common stock, pre-funded warrants to purchase 28,225,000 shares of common stock, and accompanying Series A common warrants to purchase 73,500,000 shares of common stock (“Series A Warrants”), and accompanying Series B common warrants to purchase 73,500,000 shares of common stock (“Series B Warrants”), resulting in net proceeds of $9.7 million. Each share of common stock and pre-funded warrant was sold together with a Series A Warrant to purchase one share of common stock and a Series B Warrant to purchase one share of common stock. The public offering price was $0.15 per share of common stock and accompanying Series A Warrant and Series B Warrant and $0.1490 per pre-funded warrant and accompanying Series A Warrant and Series B Warrant. The pre-funded warrants were issued and sold to purchasers in lieu of shares of common stock that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% (or at the election of the purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the closing of the offering. The pre-funded warrants have a nominal exercise price of $0.001 per share and have been fully exercised. The Series A Warrants have an exercise price of $0.20 per share, are exercisable immediately and expire five years from the date of issuance. The Series B Warrants have an exercise price of $0.25 per share, are exercisable immediately and expire on the earlier of (1) the twenty-first trading day after the Company issues a press release announcing it has entered into a strategic licensing, collaboration, partnership or similar agreement for the commitment to fund its Phase 3 trials for BPX01, and (2) the eighteen month anniversary of issuance. Series A Convertible Preferred Stock Pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on November 22, 2016, 10,000 shares of Series A convertible preferred stock were designated. In November 2016, the Company issued 1,515 shares of Series A convertible preferred stock (Preferred Stock), which included warrants to purchase 3,246,429 shares of common stock. The Preferred Stock had a purchase price of $1,000 per share and was convertible into common stock at a conversion rate of $0.35 per share. The Preferred Stock contained a beneficial conversion feature valued at $0.1 million, which was recorded as a deemed dividend at the time of issuance, which was considered to be the earliest time of conversion. In January 2018, the Preferred Stock was converted into 4,328,571 shares of common stock. Pursuant to the Certificate of Elimination filed with the Secretary of State of the State of Delaware on March 6, 2018, all shares of Series A convertible preferred stock previously designated were returned to the status of authorized but unissued shares of preferred stock, without designation as to series or rights, preferences, privileges or limitations. Warrants A summary of warrants outstanding as of January 31, 2019 is as follows: Total Price per Share Expiration Date Warrants related to January 2014 agreement 289,505 $ 1.85 May 2019 Warrants related to May 2014 agreement 316,395 $2.035 May 2019 Warrants related to April to November 2014 financing 1,661,055 $ 3.70 April 2019 - November 2019 Warrants related to June 2015 financing 109,091 $ 2.75 June 2020 Warrants related to April 2016 financing 1,952,000 $ 1.20 April 2021 Warrants related to September 2016 financing (1) 1,286,501 $ 0.75 September 2021 to March 2022 Warrants related to November 2016 financing 30,406,061 $ 0.35 November 2022 to November 2024 Warrants related to November 2016 financing 895,450 $ 0.44 November 2022 Warrants related to November 2016 financing 198,214 $ 0.33 November 2022 Warrants related to April 2017 financing 801,282 $ 0.90 October 2022 Warrants related to October 2017 financing (2) 3,846,152 $ 0.30 October 2022 Warrants related to November 2017 financing 56,935,191 $ 0.20 November 2022 Warrants related to November 2017 financing (3) 33,422,061 $ 0.25 May 2019 Warrants related to November 2018 financing (3) 26,666,666 $0.164 May/June 2021 (1) In connection with the sale of common stock in September 2016, warrants to purchase 1,286,501 shares of common stock were issued at an exercise price of $0.75 per share. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. At the time of issuance, approximately $566,000 was recorded as a warrant liability. To value the warrant liability, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.1%, contractual term of 5 years, expected volatility of 95.8% and a dividend rate of 0%. As of January 31, 2019, the fair value of the warrant liability was approximately $11,000 and was included as a long-term liability. (2) On October 23, 2017, the Company entered into agreements with certain of these warrant holders to permit their immediate exercise of 2,564,103 shares of common stock underlying the warrants at an exercise price per share of $0.24. The Company recorded a charge for the incremental fair value of approximately $151,000 in the other expense line item in the consolidated statements of operations and comprehensive loss. The fair value of the warrants exercised was computed as of the date of exercise using the following assumptions: risk-free interest rate of 2.03%, contractual term of 5 years, expected volatility of 83.9% and a dividend rate of 0%. In addition, these warrant holders were issued new warrants to purchase up to an aggregate of 3,846,152 shares of common stock at an exercise price per share of $0.30. (3) On November 20, 2018, the Company entered into agreements with holders of certain of its warrants to purchase common stock with an exercise price per share of $0.25 originally issued on November 24, 2017 (Existing Warrants), whereby the holders and the Company agreed that the holders would cash exercise 26,666,666 shares of common stock underlying such Existing Warrants at a reduced price of $0.14, and the Company would issue new warrants to such holders to purchase up to an aggregate of 26,666,666 shares of common stock (New Warrants). The New Warrants are exercisable after the six-month anniversary of their issuance and terminate on the 30-month anniversary following their issuance. The New Warrants have an exercise price per share of $0.164. The Company recorded a charge for the incremental fair value of approximately $874,000 in the other expense line item in the consolidated statements of operations and comprehensive loss. The fair value of the warrants exercised was computed as of the date of exercise using the following assumptions: risk-free interest rate of 2.51%, contractual term of 6 months, expected volatility of 78.4% and a dividend rate of 0%. Equity Incentive Plan On July 5, 2016, the Company adopted the 2016 Equity Incentive Plan (“2016 Plan”), which permits the Company to grant equity awards to directors, officers, employees and consultants. In connection with the adoption of the 2016 Plan, the Company ceased to grant equity awards under its 2014 Equity Incentive Plan (“2014 Plan”), which was adopted on January 23, 2014. All grants and awards under the 2014 Plan, including stock options previously issued under BioPharmX, Inc.’s 2011 Equity Incentive Plan that were substituted with stock options issued under the 2014 Plan, remain in effect in accordance with their terms. Stock options generally vest in one to four years and expire ten years from the date of grant. In March 2017, the 2016 Plan was amended and the shares reserved for issuance was increased by 20,000,000 shares to a total of 24,000,000 shares. In August 2018, the 2016 Plan was amended and the shares reserved for issuance were increased by 50,000,000 shares to a total of 74,000,000 shares of common stock. The 2014 Plan and 2016 Plan are referred to collectively as the “Plans.” The following table summarizes the Company’s stock option activities under the Plans: Weighted Average Remaining Aggregate Available for Exercise Contractual Intrinsic Grant Shares Prices Life Value (in thousands) Balance as of February 1, 2017 252,379 6,465,829 $ $ 238 Shares authorized for issuance 20,000,000 — Granted (18,553,000) 18,553,000 $ Exercised — (40,000) $ Canceled and returned to the 2016 Plan 185,499 (185,499) $ Canceled subsequent to termination of the 2014 Plan — (68,667) $ Balance as of January 31, 2018 1,884,878 24,724,663 $ $ 304 Shares authorized for issuance 50,000,000 — Granted (10,444,000) 10,444,000 $ Exercised — (278,196) $ Canceled and returned to the 2016 Plan 11,262,538 (11,262,538) $ Canceled subsequent to termination of the 2014 Plan — (680,060) $ Balance as of January 31, 2019 52,703,416 22,947,869 $ $ 23 Vested and exercisable 9,257,545 $ $ 13 Vested and expected to vest 21,836,056 $ $ 22 Inducement Grants The Company has also awarded inducement option grants to purchase common stock to new employees outside of the 2016 Plan as permitted under Section 711(a) of the NYSE American Company Guide. Such options vest at the rate of 25% of the shares on the first anniversary of the commencement of such employee’s employment with the Company, and then one forty-eighth (1/48) of the shares monthly thereafter subject to such employee’s continued service. The following table summarizes the Company’s inducement grant stock option activities: Weighted Average Remaining Exercise Contractual Aggregate Shares Prices Life Intrinsic Value (in thousands) Balance as of February 1, 2017 and 2018 660,000 $ $ — Granted 400,000 $ Canceled (285,000) $ Balance as of January 31, 2019 775,000 $ $ — Vested and exercisable 332,812 $ $ — Vested and expected to vest 747,437 $ $ — The following table summarizes significant ranges of outstanding and exercisable options as of January 31, 2019: Options Outstanding Options Vested and Exercisable Weighted Average Weighted Weighted Remaining Average Number Average Number Contractual Exercise Vested and Exercise Range of Exercise Prices Outstanding Life (in Years) Prices Exercisable Prices $0.10 - $0.16 $ $ $0.17 - $0.35 $ $ $0.36 - $0.65 $ $ $0.66 - $1.14 $ $ $1.15 - $3.00 $ 1,003,748 $ 1.80 $ $ The total intrinsic value of stock options exercised during the years ended January 31, 2019 and 2018 was approximately $26,000 and $4,000, respectively. During the year ended January 31, 2019, certain stock options were exercised pursuant to net exercise provisions, resulting in 138,157 shares of common stock retired in exchange of the total exercise price. The weighted average grant date fair values of the stock options granted during the years ended January 31, 2019 and 2018 was $0.12 and $0.21, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jan. 31, 2019 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION The following table summarizes the stock-based compensation expenses included in the statements of operations and comprehensive loss (in thousands): Year ended January 31, 2019 2018 Research and development $ 654 $ 545 Sales and marketing 414 393 General and administrative 993 949 Total $ 2,061 $ 1,887 The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. For employee grants, the fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of January 31, 2019, total compensation costs related to unvested, but not yet recognized, stock-based awards was $2.0 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining period of 2.72 years and will be adjusted for subsequent changes in estimated forfeitures. Valuation Assumptions The following assumptions were used to calculate the estimated fair value of awards granted: Year ended January 31, 2019 2018 Expected volatility 78.8% - 91.0% 83.9% - 96.8% Expected term in years 4.0 6.0 - 9.39 Risk-free interest rate 2.43% - 2.98% 1.80% - 2.70% Expected dividend yield — — Expected Term The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data. Expected Volatility The Company uses the historical volatility of the price of shares of common stock of selected public companies, including the Company’s stock price, in the biotechnology sector due to its limited trading history. Risk-Free Interest Rate The Company bases the risk-free interest rate used in the Black-Scholes pricing model upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. Expected Dividend The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Jan. 31, 2019 | |
EMPLOYEE BENEFIT PLAN | |
EMPLOYEE BENEFIT PLAN | 8. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for tax-deferred salary deductions for all full-time employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. The Company has made no contributions to the plan for the years ended January 31, 2019 and 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | 9. INCOME TAXES No federal income taxes were paid during the years ended January 31, 2019 and 2018 due to the Company’s net losses. The provision of income taxes consist of state minimum income taxes. As of January 31, 2019, the Company had available federal net operating loss (“NOL”) carryforwards of approximately $68.6 million which will begin to expire in 2030 and California state NOL carryforwards of approximately $62.4 million which will begin to expire in 2033. As of January 31, 2019 and 2018, the net deferred tax assets of approximately $21.1 million and $16.3 million, respectively, generated primarily by NOL carryforwards, have been fully reserved due to the uncertainty surrounding the realization of such benefits. The net valuation allowance increased by approximately $4.9 million and $1.0 million during the years ended January 31, 2019 and 2018, respectively. Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carryforwards in the event of an “ownership change,” as defined by the Internal Revenue Code. If there should be an ownership change, the Company’s ability to utilize its carryforwards could be limited. Significant components of the Company’s deferred tax assets were as follows (in thousands): January 31, Deferred tax assets: 2019 2018 Net operating loss carryforwards $ 18,769 $ 14,314 Stock-based compensation expense 1,163 831 Tax credit carryforwards 1,022 735 Other 160 377 Total deferred tax assets 21,114 16,257 Less: valuation allowance (21,114) (16,257) Net deferred tax assets $ — $ — A reconciliation of income taxes provided at the federal statutory rate (21% in 2019) to the actual income tax provision was as follows (in thousands): Year ended January 31, 2019 2018 Income tax benefit computed at U.S. statutory rate $ (3,624) $ (5,477) State income tax (net of federal benefit) (1,478) (1,150) Change in federal rate from 34% to 21% — 7,662 Change in valuation allowance 4,857 (1,039) Research and development credits (158) (129) Other 405 135 Provision for income taxes $ 2 $ 2 As of January 31, 2019 and 2018, the Company did not have any material unrecognized tax benefits. The tax years from 2010 to 2019 remain open for examination by the federal and state authorities. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2019 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable, net Accounts receivable are related to the sale of the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Accounts receivable were recorded net of cash discounts for prompt payment and return allowances. The allowance for doubtful accounts receivable recorded as of January 31, 2019 and 2018 was immaterial. |
Inventories | Inventories Inventories as of January 31, 2018 were related to the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Inventories were stated at the lower of cost or net realizable value. Cost was determined using the standard cost method which approximated actual cost on a first-in, first-out basis. The Company regularly reviewed inventory quantities in consideration of actual loss experiences, projected future demand and remaining shelf life to record a provision for inventory, which may have become obsolete or are in excess of anticipated demand or net realizable value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses and other liabilities approximate fair value due to their short maturities. |
Property and Equipment, net | Property and Equipmen t , net Property and equipment is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method. Repairs and maintenance costs are expensed as incurred. Estimated useful lives in years are as follows: Estimated Description Useful Life Furniture 5 - 7 Laboratory equipment 3 - 5 Computer and equipment 3 - 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not identify any impairment losses for the years ended January 31, 2019 or 2018. |
Warrant Liability | Warrant Liability The Company accounts for certain of its warrants as derivative liabilities based on provisions relating to cash settlement options. The Company recorded a liability for the fair value of the warrants at the time of issuance, and at each reporting date the warrants are revalued to the instrument’s fair value. The fair value of the warrants are estimated using the Black-Scholes pricing model. This liability is subject to fair value re-measurement until the warrants are exercised or expired, and any change in fair value is recognized as other income or expense in the consolidated statements of operations and comprehensive loss. |
Revenue Recognition | Revenue Recognition Revenue is related to the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Effective February 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), using the modified retrospective transition method. The cumulative effect of the initial application of ASC 606 of approximately $2,000 was recognized as an adjustment to accumulated deficit and a decrease to deferred revenue as of February 1, 2018. The adoption of ASC 606 did not have a material impact on the Company’s consolidated balance sheet, statement of operations and comprehensive loss and statement of cash flows for the year ended January 31, 2019. Revenue is recognized when control is transferred to the customer, which is typically upon shipment. There are no significant post-shipment obligations. Revenue is recognized at the transaction price, which includes estimates of variable consideration for reserves related to estimated product returns, pricing discounts or other concessions. These estimates are based on estimates of the amount earned or to be claimed on the related sales and are based on historical information and current contractual requirements. The Company evaluated whether the revenue generating activities and advanced payment arrangements with customers result in the recognition of contract assets or liabilities. No such assets existed as of January 31, 2019 or February 1, 2018. As of February 1, 2018, deferred revenue was immaterial. The Company applies the practical expedient to make adjustments for a significant financing component unnecessary if, at contract inception, the Company does not expect the period between customer payment and transfer of control of the promised goods or services to the customer to exceed one year. During the year ended January 31, 2019, the Company did not have any contracts for the sale of its products with its customers with a significant financing component. The Company has elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. During the year ended January 31, 2019, the Company expensed the incremental costs of obtaining the contract as an expense when incurred as the amortization period was one year or less. Shipping costs billed to customers are recorded as revenue. Shipping and handling expense related to costs incurred to deliver product are recognized within cost of goods sold. The Company accounts for shipping and handling activities that occur after control has transferred as a fulfillment cost as opposed to a separate performance obligation, and the costs of shipping and handling are recognized concurrently with the related revenue. |
Cost of Good Sold | Cost of Good Sold Cost of goods sold is related to the iodine dietary supplement, VI 2 OLET, which was divested in November 2018. Cost of good sold includes direct costs related to the sale of VI 2 OLET, write-downs of excess and obsolete inventories and amortization of intangible assets. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in cost of goods sold. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are expensed as incurred and consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, product development, consulting, materials, supplies, and facilities and other overhead allocations. |
Advertising Expenses | Advertising Expenses The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were approximately $10,000 and $29,000 for the years ended January 31, 2019 and 2018, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. No interest expense was recognized during the periods presented. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation for equity awards on a straight-line basis over their vesting periods based on the grant date fair value. The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustment as the underlying equity instruments vest. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is the change in equity of an enterprise, except those resulting from stockholder transactions. Accordingly, comprehensive loss includes certain changes in equity that are excluded from net loss. For the years ended January 31, 2019 and 2018, the Company’s comprehensive loss is equal to its net loss. There were no components of other comprehensive loss for any of the periods presented. |
Net Loss per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated based on the weighted average number of shares of the Company’s common stock outstanding during the period. The weighted average shares outstanding for the years ended January 31, 2019 and 2018 exclude 193,333 shares of unvested restricted common stock. Diluted net loss per share attributable to common stockholders is calculated based on the weighted average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. As of January 31, 2019 and 2018, approximately 182,702,000 and 215,810,000, potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases , and in July 2018, ASU No. 2018-11, Targeted Improvements , which requires entities to recognize assets and liabilities for leases with lease terms greater than twelve months. The new guidance also requires quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company does not expect a material impact on the statement of operations and comprehensive loss or cash flows from the adoption of this standard. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . This amendment impacts entities that change the terms or conditions of a share-based payment award. The Company adopted this guidance as of February 1, 2018 for awards that are modified after that date, and the adoption did not have a material effect on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The amendment is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of property and equipment | Estimated Description Useful Life Furniture 5 - 7 Laboratory equipment 3 - 5 Computer and equipment 3 - 5 |
BALANCE SHEET DETAILS (Tables)
BALANCE SHEET DETAILS (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
BALANCE SHEET DETAILS | |
Schedule of Inventories | January 31, 2019 2018 (in thousands) Inventories: Work in process $ — $ Finished goods — Channel inventory — $ — $ 10 |
Property and Equipment | January 31, 2019 2018 (in thousands) Property and equipment, net: Furniture $ — $ Laboratory equipment Computer and equipment Less: accumulated depreciation $ 148 $ 109 |
Schedule Accrued liabilities | January 31, 2019 2018 (in thousands) Accrued liabilities: Research and development $ 399 $ 404 Payroll 371 368 Legal 45 438 Purchase commitment liability — 215 Deferred revenue — 8 Other 119 170 $ 934 $ 1,603 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Fair Value of Warrant Liability Classified as Level 3 Liabilities | The fair value of the warrant liability was classified as a Level 3 liability, as the Company uses unobservable inputs to value it. The table below presents the activity within Level 3 of the fair value hierarchy (in thousands): Warrant Liability Balance as of January 31, 2017 $ 403 Change in fair value of warrants (364) Balance as of January 31, 2018 39 Change in fair value of warrants (28) Balance as of January 31, 2019 $ 11 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Future minimum commitments | The following table summarizes the Company’s commitments as of January 31, 2019 (in thousands): Fiscal years ending January 31, Total 2020 2021 2022 2023 2024 Operating lease $ 1,539 $ 280 $ 315 $ 324 $ 334 $ 286 Capital lease for laboratory equipment 47 22 22 3 — — Total $ 1,586 $ 302 $ 337 $ 327 $ 334 $ 286 |
CONVERTIBLE PREFERRED STOCK A_2
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Schedule of outstanding warrants | A summary of warrants outstanding as of January 31, 2019 is as follows: Total Price per Share Expiration Date Warrants related to January 2014 agreement 289,505 $ 1.85 May 2019 Warrants related to May 2014 agreement 316,395 $2.035 May 2019 Warrants related to April to November 2014 financing 1,661,055 $ 3.70 April 2019 - November 2019 Warrants related to June 2015 financing 109,091 $ 2.75 June 2020 Warrants related to April 2016 financing 1,952,000 $ 1.20 April 2021 Warrants related to September 2016 financing (1) 1,286,501 $ 0.75 September 2021 to March 2022 Warrants related to November 2016 financing 30,406,061 $ 0.35 November 2022 to November 2024 Warrants related to November 2016 financing 895,450 $ 0.44 November 2022 Warrants related to November 2016 financing 198,214 $ 0.33 November 2022 Warrants related to April 2017 financing 801,282 $ 0.90 October 2022 Warrants related to October 2017 financing (2) 3,846,152 $ 0.30 October 2022 Warrants related to November 2017 financing 56,935,191 $ 0.20 November 2022 Warrants related to November 2017 financing (3) 33,422,061 $ 0.25 May 2019 Warrants related to November 2018 financing (3) 26,666,666 $0.164 May/June 2021 (1) In connection with the sale of common stock in September 2016, warrants to purchase 1,286,501 shares of common stock were issued at an exercise price of $0.75 per share. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. At the time of issuance, approximately $566,000 was recorded as a warrant liability. To value the warrant liability, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.1%, contractual term of 5 years, expected volatility of 95.8% and a dividend rate of 0%. As of January 31, 2019, the fair value of the warrant liability was approximately $11,000 and was included as a long-term liability. (2) On October 23, 2017, the Company entered into agreements with certain of these warrant holders to permit their immediate exercise of 2,564,103 shares of common stock underlying the warrants at an exercise price per share of $0.24. The Company recorded a charge for the incremental fair value of approximately $151,000 in the other expense line item in the consolidated statements of operations and comprehensive loss. The fair value of the warrants exercised was computed as of the date of exercise using the following assumptions: risk-free interest rate of 2.03%, contractual term of 5 years, expected volatility of 83.9% and a dividend rate of 0%. In addition, these warrant holders were issued new warrants to purchase up to an aggregate of 3,846,152 shares of common stock at an exercise price per share of $0.30. (3) On November 20, 2018, the Company entered into agreements with holders of certain of its warrants to purchase common stock with an exercise price per share of $0.25 originally issued on November 24, 2017 (Existing Warrants), whereby the holders and the Company agreed that the holders would cash exercise 26,666,666 shares of common stock underlying such Existing Warrants at a reduced price of $0.14, and the Company would issue new warrants to such holders to purchase up to an aggregate of 26,666,666 shares of common stock (New Warrants). The New Warrants are exercisable after the six-month anniversary of their issuance and terminate on the 30-month anniversary following their issuance. The New Warrants have an exercise price per share of $0.164. The Company recorded a charge for the incremental fair value of approximately $874,000 in the other expense line item in the consolidated statements of operations and comprehensive loss. The fair value of the warrants exercised was computed as of the date of exercise using the following assumptions: risk-free interest rate of 2.51%, contractual term of 6 months, expected volatility of 78.4% and a dividend rate of 0%. |
Schedule of significant ranges of outstanding and exercisable options | Options Outstanding Options Vested and Exercisable Weighted Average Weighted Weighted Remaining Average Number Average Number Contractual Exercise Vested and Exercise Range of Exercise Prices Outstanding Life (in Years) Prices Exercisable Prices $0.10 - $0.16 $ $ $0.17 - $0.35 $ $ $0.36 - $0.65 $ $ $0.66 - $1.14 $ $ $1.15 - $3.00 $ 1,003,748 $ 1.80 $ $ |
2014 Equity Incentive Plan | |
Stock option plan activity | Weighted Average Remaining Aggregate Available for Exercise Contractual Intrinsic Grant Shares Prices Life Value (in thousands) Balance as of February 1, 2017 252,379 6,465,829 $ $ 238 Shares authorized for issuance 20,000,000 — Granted (18,553,000) 18,553,000 $ Exercised — (40,000) $ Canceled and returned to the 2016 Plan 185,499 (185,499) $ Canceled subsequent to termination of the 2014 Plan — (68,667) $ Balance as of January 31, 2018 1,884,878 24,724,663 $ $ 304 Shares authorized for issuance 50,000,000 — Granted (10,444,000) 10,444,000 $ Exercised — (278,196) $ Canceled and returned to the 2016 Plan 11,262,538 (11,262,538) $ Canceled subsequent to termination of the 2014 Plan — (680,060) $ Balance as of January 31, 2019 52,703,416 22,947,869 $ $ 23 Vested and exercisable 9,257,545 $ $ 13 Vested and expected to vest 21,836,056 $ $ 22 |
Outside of the 2016 Equity Incentive Plan | |
Stock option plan activity | Weighted Average Remaining Exercise Contractual Aggregate Shares Prices Life Intrinsic Value (in thousands) Balance as of February 1, 2017 and 2018 660,000 $ $ — Granted 400,000 $ Canceled (285,000) $ Balance as of January 31, 2019 775,000 $ $ — Vested and exercisable 332,812 $ $ — Vested and expected to vest 747,437 $ $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
STOCK-BASED COMPENSATION | |
Summary of stock based compensation expense | The following table summarizes the stock-based compensation expenses included in the statements of operations and comprehensive loss (in thousands): Year ended January 31, 2019 2018 Research and development $ 654 $ 545 Sales and marketing 414 393 General and administrative 993 949 Total $ 2,061 $ 1,887 |
Black-Scholes option pricing model fair value assumptions | Year ended January 31, 2019 2018 Expected volatility 78.8% - 91.0% 83.9% - 96.8% Expected term in years 4.0 6.0 - 9.39 Risk-free interest rate 2.43% - 2.98% 1.80% - 2.70% Expected dividend yield — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
INCOME TAXES | |
Summary of components of deferred tax assets | Significant components of the Company’s deferred tax assets were as follows (in thousands): January 31, Deferred tax assets: 2019 2018 Net operating loss carryforwards $ 18,769 $ 14,314 Stock-based compensation expense 1,163 831 Tax credit carryforwards 1,022 735 Other 160 377 Total deferred tax assets 21,114 16,257 Less: valuation allowance (21,114) (16,257) Net deferred tax assets $ — $ — |
Schedule of reconciliation of income taxes at the federal statutory rate to the actual income tax provision | A reconciliation of income taxes provided at the federal statutory rate (21% in 2019) to the actual income tax provision was as follows (in thousands): Year ended January 31, 2019 2018 Income tax benefit computed at U.S. statutory rate $ (3,624) $ (5,477) State income tax (net of federal benefit) (1,478) (1,150) Change in federal rate from 34% to 21% — 7,662 Change in valuation allowance 4,857 (1,039) Research and development credits (158) (129) Other 405 135 Provision for income taxes $ 2 $ 2 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jan. 31, 2019subsidiary |
Other Disclosures | |
Number of wholly owned subsidiaries | 1 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Assets and Expenses (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Advertising Expenses | ||
Advertising expenses | $ 10,000 | $ 29,000 |
Income taxes | ||
Unrecognized tax benefits, interest on income tax expense | $ 0 | $ 0 |
Furniture | Minimum | ||
Property and Equipment | ||
Estimated Useful Life | 5 years | |
Furniture | Maximum | ||
Property and Equipment | ||
Estimated Useful Life | 7 years | |
Laboratory Equipment | Minimum | ||
Property and Equipment | ||
Estimated Useful Life | 3 years | |
Laboratory Equipment | Maximum | ||
Property and Equipment | ||
Estimated Useful Life | 5 years | |
Computer and equipment | Minimum | ||
Property and Equipment | ||
Estimated Useful Life | 3 years | |
Computer and equipment | Maximum | ||
Property and Equipment | ||
Estimated Useful Life | 5 years |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - ASU 2014-09 - ASC 606 Adjustment | Feb. 01, 2018USD ($) |
Revenue Recognition | |
Accumulated deficit adjustment | $ 2,000 |
Deferred revenue decrease | $ 2,000 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Net Loss Per Share | ||
Unvested restricted common shares | 193,333 | 193,333 |
Potentially dilutive securities excluded from computation of diluted loss per share | 182,702,000 | 215,810,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
GOING CONCERN | |||
Cash and cash equivalents | $ 3,069 | $ 7,576 | $ 6,501 |
Working capital | 1,100 | ||
Net loss | 17,256 | 16,638 | |
Accumulated deficit | $ 78,534 | $ 61,278 |
BALANCE SHEET DETAILS (Details)
BALANCE SHEET DETAILS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Inventories: | ||
Work in process | $ 5 | |
Finished goods | 1 | |
Channel inventory | 4 | |
Total | 10 | |
Property and equipment, net: | ||
Property and equipment, gross | $ 325 | 243 |
Less: accumulated depreciation | (177) | (134) |
Property and equipment, net | 148 | 109 |
Depreciation | 62 | 52 |
Furniture | ||
Property and equipment, net: | ||
Property and equipment, gross | 21 | |
Laboratory Equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | 196 | 106 |
Computer and equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | $ 129 | $ 116 |
BALANCE SHEET DETAILS - Accrued
BALANCE SHEET DETAILS - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 |
Accrued liabilities: | ||
Research and development | $ 399 | $ 404 |
Payroll | 371 | 368 |
Legal | 45 | 438 |
Purchase commitment liability | 215 | |
Deferred Revenue | 8 | |
Other | 119 | 170 |
Total | $ 934 | $ 1,603 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Level 1 - Money Market Funds - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Fair Value Measurements | ||
Available-for-sale securities | $ 2.5 | $ 7.1 |
Unrealized gains (losses) | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Warrant Liability Classified as Level 3 Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Fair Value of Warrant Liability Classified as Level 3 Liabilities | ||
Beginning balance | $ 39 | $ 403 |
Change in fair value of warrants | (28) | (364) |
Ending balance | $ 11 | $ 39 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Commitments (Details) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($) | Jan. 31, 2019USD ($)ft² | Jan. 31, 2018USD ($) | |
Operating lease | |||
2020 | $ 280,000 | ||
2021 | 315,000 | ||
2022 | 324,000 | ||
2023 | 334,000 | ||
2024 | 286,000 | ||
Total | 1,539,000 | ||
Capital lease for laboratory equipment | |||
2020 | 22,000 | ||
2021 | 22,000 | ||
2022 | 3,000 | ||
Total | 47,000 | ||
Total | |||
2020 | 302,000 | ||
2021 | 337,000 | ||
2022 | 327,000 | ||
2023 | 334,000 | ||
2024 | 286,000 | ||
Total | 1,586,000 | ||
Rent expense | |||
Rent expense | 586,000 | $ 612,000 | |
Capital lease obligation | $ 61,000 | ||
Future payments representing interest | $ 5,000 | ||
CRO agreements, remaining cost | $ 800,000 | ||
San Jose, California | |||
Rent expense | |||
Leased office and laboratory area | ft² | 11,793 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal Proceedings and License Agreement (Details) | Jan. 31, 2019USD ($) |
COMMITMENTS AND CONTINGENCIES | |
Estimated claim liability | $ 0 |
CONVERTIBLE PREFERRED STOCK A_3
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2018 | |
Beneficial ownership interest if common stock issued (as a percentage) | 9.99% | |||
Minimum | ||||
Beneficial ownership interest if common stock issued (as a percentage) | 4.99% | |||
Common Stock | ||||
Issuance of stock (in shares) | 45,275,000 | 57,185,258 | ||
Warrant | ||||
Net proceeds from issuance of common stock and warrants | $ 9.7 | |||
Prefunded warrants | ||||
Warrants exercise price (in dollars per share) | $ 0.001 | |||
Prefunded warrants | Warrant | ||||
Number of shares of common stock subject to warrant (in shares) | 28,225,000 | |||
Series A Warrants | Warrant | ||||
Number of shares of common stock subject to warrant (in shares) | 73,500,000 | |||
Warrants exercise price (in dollars per share) | $ 0.20 | |||
Warrants, expiration term | 5 years | |||
Series B Warrants | Warrant | ||||
Number of shares of common stock subject to warrant (in shares) | 73,500,000 | |||
Warrants exercise price (in dollars per share) | $ 0.25 | |||
Warrants exercisable after number of trading days from a press release | 20 days | |||
Warrants exercisable after number of months from issuance | 18 months | |||
Prefunded warrants and series A | Common Stock | ||||
Number of common shares called by each warrant (in shares) | 1 | |||
Prefunded warrants and series B | Common Stock | ||||
Number of common shares called by each warrant (in shares) | 1 | |||
Prefunded warrants, series A and series B | Warrant | ||||
Warrants exercise price (in dollars per share) | $ 0.1490 | |||
Series A and series B | Common Stock | ||||
Warrants exercise price (in dollars per share) | $ 0.15 | |||
Private placement | ||||
Issuance of stock (in shares) | 5,500,000 | 6,410,258 | ||
Net proceeds from the sale of common stock | $ 1.9 | $ 4.4 | ||
Share price (in dollars per share) | $ 0.36 | $ 0.78 | ||
Number of shares of common stock subject to warrant (in shares) | 3,365,385 | |||
Warrants exercise price (in dollars per share) | $ 0.90 |
CONVERTIBLE PREFERRED STOCK A_4
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Preferred Stock & Warrants (Details) | Nov. 20, 2018USD ($)$ / sharesshares | Oct. 23, 2017USD ($)$ / sharesshares | Nov. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 31, 2018USD ($)shares | Nov. 24, 2017$ / shares | Jul. 31, 2017$ / shares | Apr. 30, 2017$ / sharesshares |
Equity | |||||||||
Proceeds from warrant exercises to purchase common stock | $ | $ 10,546,000 | $ 644,000 | |||||||
Series A convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Series A convertible preferred stock, shares issued | 0 | 0 | |||||||
Incremental fair value of warrants | $ | $ 874,000 | $ 151,000 | |||||||
Private placement | |||||||||
Equity | |||||||||
Share price (in dollars per share) | $ / shares | $ 0.36 | $ 0.78 | |||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.90 | ||||||||
Number of shares of common stock subject to warrant (in shares) | 3,365,385 | ||||||||
Warrant | Public Offering | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.35 | ||||||||
Number of shares of common stock subject to warrant (in shares) | 3,246,429 | ||||||||
Warrant | Series B Warrants | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.25 | $ 0.14 | |||||||
Issuance of common stock due to exercise of warrants (in shares) | 26,666,666 | ||||||||
Warrant | New Warrants | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.164 | ||||||||
Warrants expiry after number of months from issuance | 30 months | ||||||||
Warrants exercisable period after anniversary of issuance (in months) | 6 months | ||||||||
Warrant | New Warrants | Maximum | |||||||||
Equity | |||||||||
Number of shares of common stock subject to warrant (in shares) | 26,666,666 | ||||||||
Warrants related to January 2014 agreement | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 1.85 | ||||||||
Warrants outstanding | 289,505 | ||||||||
Warrants related to May 2014 agreement | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 2.035 | ||||||||
Warrants outstanding | 316,395 | ||||||||
Warrants related to April to November 2014 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 3.70 | ||||||||
Warrants outstanding | 1,661,055 | ||||||||
Warrants related to June 2015 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 2.75 | ||||||||
Warrants outstanding | 109,091 | ||||||||
Warrants related to April 2016 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 1.20 | ||||||||
Warrants outstanding | 1,952,000 | ||||||||
Warrants related to September 2016 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.75 | $ 0.75 | |||||||
Warrant liability | $ | $ 566,000 | $ 11,000 | |||||||
Number of shares of common stock subject to warrant (in shares) | 1,286,501 | ||||||||
Warrants outstanding | 1,286,501 | ||||||||
Warrants related to September 2016 financing | Warrant | Risk-free interest rate | |||||||||
Equity | |||||||||
Warrants, measurement input | 1.1 | ||||||||
Warrants related to September 2016 financing | Warrant | Contractual term | |||||||||
Equity | |||||||||
Warrants, contractual term | 5 years | ||||||||
Warrants related to September 2016 financing | Warrant | Expected volatility | |||||||||
Equity | |||||||||
Warrants, measurement input | 95.8 | ||||||||
Warrants related to September 2016 financing | Warrant | Dividend rate | |||||||||
Equity | |||||||||
Warrants, measurement input | 0 | ||||||||
Warrants related to November 2016 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.35 | ||||||||
Warrants outstanding | 30,406,061 | ||||||||
Warrants related to November 2016 financing, tranche two | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.44 | ||||||||
Warrants outstanding | 895,450 | ||||||||
Warrants related to November 2016 financing, tranche three | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.33 | ||||||||
Warrants outstanding | 198,214 | ||||||||
Warrants related to April 2017 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.90 | ||||||||
Warrants outstanding | 801,282 | ||||||||
Warrants related to October 2017 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.24 | $ 0.30 | |||||||
Number of shares of common stock subject to warrant (in shares) | 2,564,103 | ||||||||
Warrants outstanding | 3,846,152 | ||||||||
Incremental fair value of warrants | $ | $ 151,000 | ||||||||
Warrants related to October 2017 financing | Warrant | Risk-free interest rate | |||||||||
Equity | |||||||||
Warrants, measurement input | 2.03 | ||||||||
Warrants related to October 2017 financing | Warrant | Contractual term | |||||||||
Equity | |||||||||
Warrants, contractual term | 5 years | ||||||||
Warrants related to October 2017 financing | Warrant | Expected volatility | |||||||||
Equity | |||||||||
Warrants, measurement input | 83.9 | ||||||||
Warrants related to October 2017 financing | Warrant | Dividend rate | |||||||||
Equity | |||||||||
Warrants, measurement input | 0 | ||||||||
Warrants related to November 2017 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.20 | ||||||||
Warrants outstanding | 56,935,191 | ||||||||
Warrants related to November 2017 financing, tranche two | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.25 | ||||||||
Warrants outstanding | 33,422,061 | ||||||||
Incremental fair value of warrants | $ | $ 874,000 | ||||||||
Warrants related to November 2017 financing, tranche two | Warrant | Risk-free interest rate | |||||||||
Equity | |||||||||
Warrants, measurement input | 2.51 | ||||||||
Warrants related to November 2017 financing, tranche two | Warrant | Contractual term | |||||||||
Equity | |||||||||
Warrants, contractual term | 6 years | ||||||||
Warrants related to November 2017 financing, tranche two | Warrant | Expected volatility | |||||||||
Equity | |||||||||
Warrants, measurement input | 78.4 | ||||||||
Warrants related to November 2017 financing, tranche two | Warrant | Dividend rate | |||||||||
Equity | |||||||||
Warrants, measurement input | 0 | ||||||||
Warrants related To November 2018 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.164 | ||||||||
Warrants outstanding | 26,666,666 | ||||||||
Common Stock | Warrants related to October 2017 financing | Warrant | |||||||||
Equity | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.30 | ||||||||
Warrants outstanding | 3,846,152 | ||||||||
Series A convertible redeemable preferred stock | Public Offering | |||||||||
Equity | |||||||||
Share price (in dollars per share) | $ / shares | $ 1,000 | ||||||||
Series A Convertible Preferred Stock | |||||||||
Equity | |||||||||
Series A convertible preferred stock, shares authorized | 10,000 | ||||||||
Series A convertible preferred stock, shares issued | 1,515 | ||||||||
Deemed dividend related to the beneficial conversion feature | $ | $ 100,000 | ||||||||
Number of common shares into which a share is convertible | 4,328,571 |
CONVERTIBLE PREFERRED STOCK A_5
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Equity Incentive Plan (Details) - 2016 Equity Incentive Plan - shares | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | Mar. 31, 2017 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Additional shares authorized | 50,000,000 | 20,000,000 | |
Number of shares reserved for issuance | 74,000,000 | 24,000,000 | |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Expiration period | 10 years | ||
Minimum | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period | 1 year | ||
Maximum | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period | 4 years |
CONVERTIBLE PREFERRED STOCK A_6
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2018 | Mar. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Weighted Average Exercise Prices | |||||
Granted | $ 0.12 | $ 0.21 | |||
Plans | |||||
Available for Grant | |||||
Available for grant, beginning | 1,884,878 | 252,379 | |||
Shares authorized for issuance | 50,000,000 | 20,000,000 | |||
Granted | (10,444,000) | (18,553,000) | |||
Available for grant, ending | 52,703,416 | 1,884,878 | 252,379 | ||
Shares | |||||
Outstanding, Beginning | 24,724,663 | 6,465,829 | |||
Granted | 10,444,000 | 18,553,000 | |||
Exercised | (278,196) | (40,000) | |||
Outstanding, Ending | 22,947,869 | 24,724,663 | 6,465,829 | ||
Vested and exercisable | 9,257,545 | ||||
Vested and expected to vest | 21,836,056 | ||||
Weighted Average Exercise Prices | |||||
Outstanding, Beginning | $ 0.41 | $ 0.77 | |||
Granted | 0.21 | 0.29 | |||
Exercised | 0.10 | 0.25 | |||
Outstanding, Ending | 0.36 | $ 0.41 | $ 0.77 | ||
Vested and exercisable | 0.53 | ||||
Vested and expected to vest | $ 0.37 | ||||
Remaining Contractual Life | |||||
Outstanding | 7 years 11 months 1 day | 9 years 2 months 1 day | 8 years 9 months 7 days | ||
Vested and exercisable | 5 years 11 months 5 days | ||||
Vested and expected to vest | 7 years 10 months 6 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding | $ 23 | $ 304 | $ 238 | ||
Vested and exercisable | 13 | ||||
Vested and expected to vest | $ 22 | ||||
Subsequent to termination of the 2014 plan | |||||
Available for Grant | |||||
Cancelled | 680,060 | 68,667 | |||
Shares | |||||
Cancelled | (680,060) | (68,667) | |||
Weighted Average Exercise Prices | |||||
Cancelled | $ 1.01 | $ 1.48 | |||
2016 Equity Incentive Plan | |||||
Available for Grant | |||||
Shares authorized for issuance | 50,000,000 | 20,000,000 | |||
Cancelled | 11,262,538 | 185,499 | |||
Shares | |||||
Cancelled | (11,262,538) | (185,499) | |||
Weighted Average Exercise Prices | |||||
Cancelled | $ 0.30 | $ 0.65 | |||
Outside the 2014 Equity Incentive Plan | |||||
Available for Grant | |||||
Granted | (400,000) | ||||
Cancelled | 285,000 | ||||
Shares | |||||
Outstanding, Beginning | 660,000 | 660,000 | |||
Granted | 400,000 | ||||
Cancelled | (285,000) | ||||
Outstanding, Ending | 775,000 | 660,000 | 660,000 | ||
Vested and exercisable | 332,812 | ||||
Vested and expected to vest | 747,437 | ||||
Weighted Average Exercise Prices | |||||
Outstanding, Beginning | $ 1.44 | $ 1.44 | |||
Granted | 0.19 | ||||
Cancelled | 1.65 | ||||
Outstanding, Ending | 0.71 | $ 1.44 | $ 1.44 | ||
Vested and exercisable | 1.30 | ||||
Vested and expected to vest | $ 0.73 | ||||
Remaining Contractual Life | |||||
Outstanding | 6 years 7 months 6 days | 7 years 8 months 19 days | 7 years 8 months 19 days | ||
Vested and exercisable | 3 years 8 months 12 days | ||||
Vested and expected to vest | 6 years 6 months 7 days | ||||
Outside the 2014 Equity Incentive Plan | First anniversary | |||||
Available for Grant | |||||
Vesting percentage | 25.00% | ||||
Outside the 2014 Equity Incentive Plan | Subsequent to first anniversary | |||||
Available for Grant | |||||
Vesting percentage | 2.083% |
CONVERTIBLE PREFERRED STOCK A_7
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Range of Exercise Price (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Options Outstanding | ||
Number Outstanding (in shares) | 23,722,869 | |
Weighted Average Remaining Contractual Life | 7 years 10 months 17 days | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.37 | |
Options Exercisable | ||
Number Vested and Exercisable (in shares) | 9,590,357 | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.55 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Total intrinsic value of options exercised | $ 26,000 | $ 4,000 |
$0.10 - $0.16 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | ||
Exercise prices, low end of range (in dollars per share) | $ 0.10 | |
Exercise prices, high end of range (in dollars per share) | $ 0.16 | |
Options Outstanding | ||
Number Outstanding (in shares) | 5,503,893 | |
Weighted Average Remaining Contractual Life | 8 years 1 month 2 days | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.11 | |
Options Exercisable | ||
Number Vested and Exercisable (in shares) | 2,619,037 | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.10 | |
$0.17 - $0.35 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | ||
Exercise prices, low end of range (in dollars per share) | 0.17 | |
Exercise prices, high end of range (in dollars per share) | $ 0.35 | |
Options Outstanding | ||
Number Outstanding (in shares) | 11,347,484 | |
Weighted Average Remaining Contractual Life | 9 years 7 days | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.22 | |
Options Exercisable | ||
Number Vested and Exercisable (in shares) | 1,728,162 | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.23 | |
$0.36 - $0.65 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | ||
Exercise prices, low end of range (in dollars per share) | 0.36 | |
Exercise prices, high end of range (in dollars per share) | $ 0.65 | |
Options Outstanding | ||
Number Outstanding (in shares) | 2,567,126 | |
Weighted Average Remaining Contractual Life | 6 years 1 month 13 days | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.53 | |
Options Exercisable | ||
Number Vested and Exercisable (in shares) | 1,974,108 | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.53 | |
$0.66 to $1.14 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | ||
Exercise prices, low end of range (in dollars per share) | 0.66 | |
Exercise prices, high end of range (in dollars per share) | $ 1.14 | |
Options Outstanding | ||
Number Outstanding (in shares) | 3,266,554 | |
Weighted Average Remaining Contractual Life | 6 years 5 months 5 days | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.78 | |
Options Exercisable | ||
Number Vested and Exercisable (in shares) | 2,265,302 | |
Weighted Average Exercise Prices (in dollars per share) | $ 0.79 | |
$1.15 to $3.00 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | ||
Exercise prices, low end of range (in dollars per share) | 1.15 | |
Exercise prices, high end of range (in dollars per share) | $ 3 | |
Options Outstanding | ||
Number Outstanding (in shares) | 1,037,812 | |
Weighted Average Remaining Contractual Life | 3 years 3 months | |
Weighted Average Exercise Prices (in dollars per share) | $ 1.79 | |
Options Exercisable | ||
Number Vested and Exercisable (in shares) | 1,003,748 | |
Weighted Average Exercise Prices (in dollars per share) | $ 1.80 | |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Exercised | 138,157 |
STOCK-BASED COMPENSATION - Expe
STOCK-BASED COMPENSATION - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Share-based Compensation | ||
Stock-based compensation expense | $ 2,061 | $ 1,887 |
Total compensation costs not yet recognized | $ 2,000 | |
Average remaining amortization period for recognition of expense | 2 years 8 months 19 days | |
Research and development | ||
Share-based Compensation | ||
Stock-based compensation expense | $ 654 | 545 |
Sales and marketing | ||
Share-based Compensation | ||
Stock-based compensation expense | 414 | 393 |
General and administrative | ||
Share-based Compensation | ||
Stock-based compensation expense | $ 993 | $ 949 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions (Details) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected term in years | 4 years | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected volatility | 78.80% | 83.90% |
Expected term in years | 6 years | |
Risk-free interest rate | 2.43% | 1.80% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected volatility | 91.00% | 96.80% |
Expected term in years | 9 years 4 months 21 days | |
Risk-free interest rate | 2.98% | 2.70% |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
EMPLOYEE BENEFIT PLAN | ||
Employee maximum contribution percentage | 100.00% | |
Employer discretionary contribution amount | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Federal income taxes | $ 0 | $ 0 |
Increase in valuation allowance | 4,900 | 1,000 |
Deferred tax Assets | 21,114 | $ 16,257 |
Federal | ||
Operating loss carryforwards | 68,600 | |
State | California | ||
Operating loss carryforwards | $ 62,400 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 18,769 | $ 14,314 |
Stock-based compensation expense | 1,163 | 831 |
Tax credit carryforwards | 1,022 | 735 |
Other | 160 | 377 |
Total deferred tax assets | 21,114 | 16,257 |
Less: Valuation allowance | (21,114) | (16,257) |
Net deferred tax assets |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Reconciliation of income taxes: | ||
Income tax benefit computed at U.S. statutory rate | $ (3,624) | $ (5,477) |
State income tax (net of federal benefit) | (1,478) | (1,150) |
Change in federal rate from 34% to 21% | 7,662 | |
Change in valuation allowance | 4,857 | (1,039) |
Research and development credits | (158) | (129) |
Other | 405 | 135 |
Income tax provision | $ 2 | $ 2 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |