Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | PHIO | |
Security 12b title | Common Stock, par value, $0.0001 per share | |
Entity Registrant Name | Phio Pharmaceuticals Corp. | |
Entity Central Index Key | 0001533040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 25,591,197 | |
Entity Small Business | true | |
Entity Emerging Growth | false | |
Entity Shell company | false | |
Entity File Number | 001-36304 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation Country Code | DE | |
Entity Current Reporting Status | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 10,816 | $ 14,879 |
Restricted cash | 50 | 50 |
Prepaid expenses and other current assets | 507 | 221 |
Total current assets | 11,373 | 15,150 |
Right of use asset | 565 | 0 |
Property and equipment, net | 152 | 172 |
Other assets | 18 | 0 |
Total assets | 12,108 | 15,322 |
Current liabilities: | ||
Accounts payable | 736 | 550 |
Accrued expenses | 1,098 | 1,194 |
Lease Liability | 102 | 0 |
Total current liabilities | 1,936 | 1,744 |
Lease Liability, net of current portion | 465 | 0 |
Total Liabilities | 2,401 | 1,744 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 25,091,197 and 18,841,814 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 3 | 2 |
Additional paid-in capital | 99,769 | 99,487 |
Accumulated deficit | (90,065) | (85,911) |
Total stockholders' equity | 9,707 | 13,578 |
Total liabilities and stockholders' equity | $ 12,108 | $ 15,322 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,091,197 | 18,841,814 |
Common stock, shares outstanding | 25,091,197 | 18,841,814 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 58 | $ 21 | $ 81 |
Operating expenses: | ||||
Research and development | 1,146 | 1,183 | 2,235 | 2,544 |
General and administrative | 913 | 774 | 1,991 | 1,675 |
Total operating expenses | 2,059 | 1,957 | 4,226 | 4,219 |
Operating loss | (2,059) | (1,899) | (4,205) | (4,138) |
Total other income (expense), net | 24 | (2) | 51 | (2) |
Net loss | $ (2,035) | $ (1,901) | $ (4,154) | $ (4,140) |
Net loss per share: Basic and diluted | $ (0.08) | $ (0.46) | $ (0.19) | $ (1.25) |
Weighted average shares: basic and diluted | 24,226,517 | 4,102,423 | 22,333,495 | 3,302,885 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 2,429,993 | |||
Beginning balance, value at Dec. 31, 2017 | $ 0 | $ 80,384 | $ (78,551) | $ 1,833 |
Cash paid in lieu of fractional shares for 1:10 reverse stock split | (31) | |||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares | 270,000 | |||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, value | 932 | 932 | ||
Stock-based compensation expense | 41 | 41 | ||
Net Loss | (2,239) | (2,239) | ||
Ending balance, shares at Mar. 31, 2018 | 2,699,962 | |||
Ending balance, value at Mar. 31, 2018 | $ 0 | 81,357 | (80,790) | 567 |
Beginning balance, shares at Dec. 31, 2017 | 2,429,993 | |||
Beginning balance, value at Dec. 31, 2017 | $ 0 | 80,384 | (78,551) | 1,833 |
Net Loss | (4,140) | |||
Ending balance, shares at Jun. 30, 2018 | 4,360,566 | |||
Ending balance, value at Jun. 30, 2018 | $ 0 | 85,963 | (82,691) | 3,272 |
Beginning balance, shares at Mar. 31, 2018 | 2,699,962 | |||
Beginning balance, value at Mar. 31, 2018 | $ 0 | 81,357 | (80,790) | 567 |
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares | 150,000 | |||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, value | 359 | 359 | ||
Issuance of common stock and warrants in connection with registered direct offering and private placement, net of offering costs, shares | 1,510,604 | |||
Issuance of common stock and warrants in connection with registered direct offering and private placement, net of offering costs, value | $ 0 | 4,210 | 4,210 | |
Stock-based compensation expense | 37 | 37 | ||
Net Loss | (1,901) | (1,901) | ||
Ending balance, shares at Jun. 30, 2018 | 4,360,566 | |||
Ending balance, value at Jun. 30, 2018 | $ 0 | 85,963 | (82,691) | 3,272 |
Beginning balance, shares at Dec. 31, 2018 | 18,841,814 | |||
Beginning balance, value at Dec. 31, 2018 | $ 2 | 99,487 | (85,911) | 13,578 |
Issuance of common stock upon the exercise of pre-funded warrants, shares | 4,304,286 | |||
Issuance of common stock upon the exercise of pre-funded warrants, value | 43 | 43 | ||
Issuance of restricted stock, shares | 243,032 | |||
Stock-based compensation expense | 160 | 160 | ||
Net Loss | (2,119) | (2,119) | ||
Ending balance, shares at Mar. 31, 2019 | 23,389,132 | |||
Ending balance, value at Mar. 31, 2019 | $ 2 | 99,690 | (88,030) | 11,662 |
Beginning balance, shares at Dec. 31, 2018 | 18,841,814 | |||
Beginning balance, value at Dec. 31, 2018 | $ 2 | 99,487 | (85,911) | 13,578 |
Net Loss | (4,154) | |||
Ending balance, shares at Jun. 30, 2019 | 25,091,197 | |||
Ending balance, value at Jun. 30, 2019 | $ 3 | 99,769 | (90,065) | 9,707 |
Beginning balance, shares at Mar. 31, 2019 | 23,389,132 | |||
Beginning balance, value at Mar. 31, 2019 | $ 2 | 99,690 | (88,030) | 11,662 |
Issuance of common stock upon the exercise of pre-funded warrants, shares | 1,700,000 | |||
Issuance of common stock upon the exercise of pre-funded warrants, value | $ 1 | 16 | 17 | |
Issuance of common stock under the employee stock purchase plan, shares | 2,065 | |||
Issuance of common stock under the employee stock purchase plan, value | 1 | 1 | ||
Stock-based compensation expense | 62 | 62 | ||
Net Loss | (2,035) | (2,035) | ||
Ending balance, shares at Jun. 30, 2019 | 25,091,197 | |||
Ending balance, value at Jun. 30, 2019 | $ 3 | $ 99,769 | $ (90,065) | $ 9,707 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payment of offering costs | $ 690 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (4,154) | $ (4,140) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 36 | 41 |
Non-cash lease expense | 55 | 0 |
Non-cash stock-based compensation | 222 | 78 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (304) | (240) |
Accounts payable | 186 | 31 |
Accrued expenses | (96) | 463 |
Lease Liability | (53) | 0 |
Net cash used in operating activities | (4,108) | (3,767) |
Cash flows from investing activities: | ||
Cash paid for purchase of property and equipment | (16) | 0 |
Net cash used in investing activities | (16) | 0 |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock and/or warrants | 0 | 5,501 |
Proceeds from the exercise of pre-funded warrants | 60 | 0 |
Proceeds from the issuance of common stock in connection with the employee stock purchase plan | 1 | 0 |
Net cash provided by financing activities | 61 | 5,501 |
Net (decrease) increase in cash and restricted cash | (4,063) | 1,734 |
Cash and restricted cash at the beginning of period | 14,929 | 3,631 |
Cash and restricted cash at the end of period | 10,866 | 5,365 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right of use asset | $ 620 | $ 0 |
1. Nature of Operations
1. Nature of Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Phio Pharmaceuticals Corp. (“ Phio we our Company sd-rxRNA® |
2. Significant Accounting Polic
2. Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. Leases The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Leases ASC 842 Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method. Derivative Financial Instruments The Company follows the provisions of the FASB ASC Topic 815, “ Derivatives and Hedging Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. Research and Development Expenses Research and development costs relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. The Company contracts with third parties to perform various preclinical and clinical activities on its behalf for the continued development of its product candidates. Accruals and expenses are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Net Loss per Share The Company accounts for and discloses net loss per share in accordance with the FASB ASC Topic 260, “ Earnings per Share |
3. Recent Accounting Pronouncem
3. Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ ASU Leases (Topic 842) Topic 842 Upon adoption of Topic 842 on January 1, 2019, the Company recorded a right of use asset of $28,000 and an operating lease liability of $28,000. Comparative periods have not been restated. For additional information regarding how the Company is accounting for leases under Topic 842, refer to Note 4. In November 2018, the FASB issued ASU 2018-18, “ Collaborative Arrangements (Topic 808) Topic 808 Revenue from Customers |
4. Leases
4. Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 4. Leases The Company adopted Topic 842 on January 1, 2019 using the modified retrospective approach and elected to apply the transition method that allows companies to continue applying guidance under the lease standard in effect at that time in the comparative period financial statements and recognize a cumulative-effect adjustment to the balance sheet on the date of adoption. The Company has also elected the package of practical expedients to not reassess our prior conclusions about lease identification, lease classification and indirect costs and to not separate lease and non-lease components. With the adoption of Topic 842, the Company’s balance sheet now contains line items for right of use asset, current lease liability and noncurrent lease liability. The Company determined that it held an operating lease for its office and laboratory space as of January 1, 2019. The Company held no other lease agreements. The Company leases 7,581 square feet of office and laboratory space for its corporate headquarters and primary research facility in Marlborough, Massachusetts. On January 1, 2019, the Company recorded a right of use asset and corresponding lease liability of $28,000. On January 22, 2019, the Company amended the lease for its office and laboratory space to extend the term by five years, such that the lease will expire on March 31, 2024. With the amendment, the Company also has the option to terminate the lease after two or three years by providing advance written notice. Due to the extension of the lease agreement, the Company increased the right of use asset and corresponding lease liability by $592,000. Additionally, the lease agreements did not contain information to determine the rate implicit in the lease. The Company calculated its incremental borrowing rate based on what the Company would have to pay to borrow on a collateralized basis over the lease term for an amount equal to the remaining lease payments. At June 30, 2019, the weighted average incremental borrowing rate and the weighted average remaining lease term for the Company’s operating lease was 4.58% and 4.37 years, respectively. As of June 30, 2019, the right of use asset and liability arising from the Company’s operating lease was $565,000 and $567,000, respectively. During the three months ended June 30, 2019, cash paid for the amounts included in the measurement of liabilities was $31,000 and the Company recorded operating lease expense of $33,000, which was included in operating expense. During the six months ended June 30, 2019, cash paid for the amounts included in the measurement of liabilities was $59,000 and the Company recorded operating lease expense of $61,000. Future lease payments for non-cancellable operating leases as of June 30, 2019 were as follows, in thousands: 2019 (remaining) $ 63 2020 128 2021 132 2022 135 2023 139 Thereafter 35 Total undiscounted lease payments 632 Less: Interest expense (65 ) Total operating lease liabilities $ 567 |
5. Stockholders' Equity
5. Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity Lincoln Park Capital Fund, LLC – Purchase Agreement LPC No shares of common stock were sold to LPC under the Purchase Agreement during the three or six months ended June 30, 2019. During the three months ended June 30, 2018, the Company sold 150,000 shares of common stock to LPC for net proceeds of approximately $359,000. During the six months ended June 30, 2018, the Company sold 420,000 shares of common stock to LPC for net proceeds of approximately $1,291,000. Warrants — Summary of Warrants Exercise prices Number of Shares Underlying Warrants Expiration June 2015 Warrants $ 52.00 130,007 June 2, 2020 December 2016 Warrants $ 9.00 1,277,793 December 21, 2021 April 2018 Warrants $ 3.15 1,132,953 May 31, 2023 Placement Agent Warrants $ 4.0546 75,530 April 9, 2023 Pre-Funded Warrants $ 0.01 1,164,286 No expiration October 2018 Warrants $ 0.70 21,428,572 October 3, 2025 Underwriter Warrants $ 0.875 1,607,143 October 1, 2023 Total warrants outstanding 26,816,284 During the three months ended June 30, 2019, the Company received proceeds of $17,000 from the exercise of Pre-Funded Warrants for a total of 1,700,000 shares of common stock. During the six months ended June 30, 2019, the Company received proceeds of $60,000 from the exercise of Pre-Funded Warrants for a total of 6,004,286 shares of common stock. There were no warrant exercises during the three or six months ended June 30, 2018. |
6. Net Loss per Share
6. Net Loss per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 6. Net Loss per Share The following table sets forth the potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive: June 30, 2019 2018 Options to purchase common stock 154,402 53,180 Restricted stock units 615,491 – Warrants to purchase common stock 26,816,284 2,616,283 Total 27,586,177 2,669,463 |
7. Stock-based Compensation
7. Stock-based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation Stock Options The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. For valuing options granted during the three and six months ended June 30, 2019 and 2018, the following assumptions were used: For the Three Months Ended For the Six Months Ended 2019 2018 2019 2018 Risk-free interest rate 1.85% 2.93% 1.85 – 2.58% 2.70 – 2.93 % Expected volatility 97.67% 95.77% 97.67 – 98.87% 91.28 – 95.77 % Weighted average expected volatility 97.67% 95.77% 98.47% 92.84% Expected lives (in years) 5.31 5.50 5.31 5.50 – 10.00 Expected dividend yield 0.00% 0.00% 0.00% 0.00% The weighted average fair value of options granted during the three months ended June 30, 2019 and 2018 was $0.33 and $1.72, respectively. The weighted average fair value of options granted during the six months ended June 30, 2019 and 2018 was $0.30 and $2.80, respectively. The risk-free interest rate used for each grant is based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. The expected life assumption for option grants is based upon the simplified method provided for under ASC 718. The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The following table summarizes the activity of the Company’s stock options for the six months ended June 30, 2019: Number Weighted- Aggregate Balance at December 31, 2018 141,677 $ 66.29 Granted 15,000 0.40 Exercised – – Cancelled (2,275 ) 283.39 Balance at June 30, 2019 154,402 $ 56.69 $ – Exercisable at June 30, 2019 44,104 $ 193.45 $ – Stock-based compensation expense related to stock options for the three months ended June 30, 2019 and 2018 was $18,000 and $37,000, respectively. Stock-based compensation expense related to stock options for the six months ended June 30, 2019 and 2018 was $37,000 and $78,000, respectively. Restricted Stock Units In addition to options to purchase shares of common stock, the Company may also grant restricted stock units (“ RSUs The following table summarizes the activity of the Company’s RSUs for the six months ended June 30, 2019: Number Weighted- Unvested units at December 31, 2018 137,500 $ 1.79 Granted 477,991 0.41 Vested – – Forfeited – – Unvested units at June 30, 2019 615,491 $ 0.72 Stock-based compensation expense related to RSUs for the three and six months ended June 30, 2019 was $44,000 and $79,000, respectively. There was no stock-based compensation expense related to RSUs recorded in the same prior year periods. Restricted Stock On August 31, 2018, and through subsequent amendments on December 19, 2018 and February 14, 2019, Geert Cauwenbergh, Dr. Med. Sc., the Company’s former Chief Executive Officer, elected the right to receive, in lieu of cash, for the period from September 15, 2018 to February 28, 2019, up to 50% of his base salary and cash bonuses, if any, (collectively, the “ Compensation The fair value of the restricted stock was based on the Company’s closing stock price on the date of grant and was expensed over the vesting period. During the six months ended June 30, 2019, the Company granted 243,032 shares of restricted stock in lieu of Compensation to Dr. Cauwenbergh. Stock-based compensation expense related to restricted stock for the six months ended June 30, 2019 was $106,000. There were no restricted stock issuances under this election during the three months ended June 30, 2019 or during the same prior year periods. Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the three and six months ended June 30, 2019 and 2018, in thousands: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Research and development $ 12 $ 11 $ 19 $ 20 General and administrative 50 26 203 58 Total stock-based compensation $ 62 $ 37 $ 222 $ 78 |
8. Subsequent Events
8. Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events On August 7, 2019, the Company entered into a purchase agreement (the “ 2019 Purchase Agreement |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. |
Uses of Estimates in Preparation of Financial Statements | Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. |
Restricted Cash | Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. |
Leases | Leases The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Leases ASC 842 Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method. |
Derivative Financial Instruments | Derivative Financial Instruments The Company follows the provisions of the FASB ASC Topic 815, “ Derivatives and Hedging |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. |
Research and Development Expenses | Research and Development Expenses Research and development costs relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. The Company contracts with third parties to perform various preclinical and clinical activities on its behalf for the continued development of its product candidates. Accruals and expenses are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. |
Stock-based Compensation | Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Net Loss per Share | Net Loss per Share The Company accounts for and discloses net loss per share in accordance with the FASB ASC Topic 260, “ Earnings per Share |
4. Leases (Tables)
4. Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Aggregate future minimum lease payments | 2019 (remaining) $ 63 2020 128 2021 132 2022 135 2023 139 Thereafter 35 Total undiscounted lease payments 632 Less: Interest expense (65 ) Total operating lease liabilities $ 567 |
5. Stockholders' Equity (Tables
5. Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of outstanding warrants | Summary of Warrants Exercise prices Number of Shares Underlying Warrants Expiration June 2015 Warrants $ 52.00 130,007 June 2, 2020 December 2016 Warrants $ 9.00 1,277,793 December 21, 2021 April 2018 Warrants $ 3.15 1,132,953 May 31, 2023 Placement Agent Warrants $ 4.0546 75,530 April 9, 2023 Pre-Funded Warrants $ 0.01 1,164,286 No expiration October 2018 Warrants $ 0.70 21,428,572 October 3, 2025 Underwriter Warrants $ 0.875 1,607,143 October 1, 2023 Total warrants outstanding 26,816,284 |
6. Net Loss per Share (Tables)
6. Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive stock | June 30, 2019 2018 Options to purchase common stock 154,402 53,180 Restricted stock units 615,491 – Warrants to purchase common stock 26,816,284 2,616,283 Total 27,586,177 2,669,463 |
7. Stock-based Compensation (Ta
7. Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used to Determine Fair Value of Option Grants | For the Three Months Ended For the Six Months Ended 2019 2018 2019 2018 Risk-free interest rate 1.85% 2.93% 1.85 – 2.58% 2.70 – 2.93 % Expected volatility 97.67% 95.77% 97.67 – 98.87% 91.28 – 95.77 % Weighted average expected volatility 97.67% 95.77% 98.47% 92.84% Expected lives (in years) 5.31 5.50 5.31 5.50 – 10.00 Expected dividend yield 0.00% 0.00% 0.00% 0.00% |
Summary of Stock Option Activity | Number Weighted- Aggregate Balance at December 31, 2018 141,677 $ 66.29 Granted 15,000 0.40 Exercised – – Cancelled (2,275 ) 283.39 Balance at June 30, 2019 154,402 $ 56.69 $ – Exercisable at June 30, 2019 44,104 $ 193.45 $ – |
Summary of RSU activity | Number Weighted- Unvested units at December 31, 2018 137,500 $ 1.79 Granted 477,991 0.41 Vested – – Forfeited – – Unvested units at June 30, 2019 615,491 $ 0.72 |
Details of Stock-based Compensation Expense Recorded | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Research and development $ 12 $ 11 $ 19 $ 20 General and administrative 50 26 203 58 Total stock-based compensation $ 62 $ 37 $ 222 $ 78 |
3. Recent Accounting Pronounc_2
3. Recent Accounting Pronouncements (Details Narrative) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
Right of use asset | $ 565,000 | $ 28,000 | $ 0 |
Operating lease liability | $ 567,000 | $ 28,000 | $ 0 |
4. Leases (Details)
4. Leases (Details) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2019 (remaining) | $ 63,000 | ||
2020 | 128,000 | ||
2021 | 132,000 | ||
2022 | 135,000 | ||
2023 | 139,000 | ||
Thereafter | 35,000 | ||
Total undiscounted lease payments | 632,000 | ||
Less: Interest expense | (65,000) | ||
Total operating lease liabilities | $ 567,000 | $ 28,000 | $ 0 |
4. Leases (Details Narrative)
4. Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 22, 2019USD ($) | Jun. 30, 2019USD ($)ft² | Jun. 30, 2019USD ($)ft² | Jan. 02, 2019USD ($) | Dec. 31, 2018USD ($) | |
Right of use asset | $ 565,000 | $ 565,000 | $ 28,000 | $ 0 | |
Operating lease liability | 567,000 | 567,000 | $ 28,000 | $ 0 | |
Increase to operating lease right of use asset and liability | $ 592,000 | ||||
Operating lease payments | 31,000 | 59,000 | |||
Operating lease expense | $ 33,000 | $ 61,000 | |||
Lease expiration date | Mar. 31, 2024 | ||||
Office and Laboratory Space [Member] | |||||
Operating lease footage | ft² | 7,581 | 7,581 | |||
Weighted average incremental borrowing rate | 4.58% | 4.58% | |||
Weighted average remaining lease term | 4 years 4 months 13 days | 4 years 4 months 13 days |
5. Stockholders' Equity (Detail
5. Stockholders' Equity (Details - Warrants outstanding) - Warrants [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Underlying Warrants | 26,816,284 |
June 2015 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 52 |
Number of Shares Underlying Warrants | 130,007 |
Warrant expiration date | Jun. 2, 2020 |
December 2016 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number of Shares Underlying Warrants | 1,277,793 |
Warrant expiration date | Dec. 21, 2021 |
April 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 3.15 |
Number of Shares Underlying Warrants | 1,132,953 |
Warrant expiration date | May 31, 2023 |
Placement Agent Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 4.0546 |
Number of Shares Underlying Warrants | 75,530 |
Warrant expiration date | Apr. 9, 2023 |
Pre-Funded Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.01 |
Number of Shares Underlying Warrants | 1,164,286 |
October 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.70 |
Number of Shares Underlying Warrants | 21,428,572 |
Warrant expiration date | Oct. 3, 2025 |
Underwriter Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 0.875 |
Number of Shares Underlying Warrants | 1,607,143 |
Warrant expiration date | Oct. 1, 2023 |
5. Stockholders' Equity (Deta_2
5. Stockholders' Equity (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Proceeds from the exercise of Pre-Funded Warrants | $ 60 | $ 0 | ||
Pre-Funded Warrant [Member] | ||||
Proceeds from the exercise of Pre-Funded Warrants | $ 17 | $ 60 | ||
Stock issued from warrant exercises | 1,700,000 | 6,004,286 | ||
LPC Purchase Agreement [Member] | ||||
Stock issued during period, shares | 0 | 150,000 | 0 | 420,000 |
Proceeds from the issuance of common stock | $ 359 | $ 1,291 |
6. Net Loss per Share (Details
6. Net Loss per Share (Details - Antidilutive shares) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 27,586,177 | 2,669,463 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 154,402 | 53,180 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 615,491 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 26,816,284 | 2,616,283 |
7. Stock-based Compensation (De
7. Stock-based Compensation (Details - Assumptions) - Options [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions | ||||
Risk-free interest rate | 1.85% | 2.93% | ||
Risk-free interest rate minimum | 1.85% | 2.70% | ||
Risk-free interest rate maximum | 2.58% | 2.93% | ||
Expected volatility | 97.67% | 95.77% | ||
Expected volatility minimum | 97.67% | 91.28% | ||
Expected volatility maximum | 98.87% | 95.77% | ||
Weighted average expected volatility | 97.67% | 95.77% | 98.47% | 92.84% |
Expected lives (in years) | 5 years 3 months 22 days | 5 years 6 months | 5 years 3 months 22 days | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions | ||||
Expected lives (in years) | 5 years 6 months | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions | ||||
Expected lives (in years) | 10 years |
7. Stock-based Compensation (_2
7. Stock-based Compensation (Details - Option activity) - Options [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Total Number of Shares, Beginning Balance | shares | 141,677 |
Total Number of Shares, Granted | shares | 15,000 |
Total Number of Shares, Exercised | shares | 0 |
Total Number of Shares, Cancelled | shares | (2,275) |
Total Number of Shares, Ending Balance | shares | 154,402 |
Total Number of Shares, Exercisable | shares | 44,104 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 66.29 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 0.40 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 0 |
Weighted-Average Exercise Price Per Share, Cancelled | $ / shares | 283.39 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | 56.69 |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 193.45 |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
7. Stock-based Compensation (_3
7. Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
RSU's unvested units, beginning balance | shares | 137,500 |
RSU's granted | shares | 477,991 |
RSU's vested | shares | 0 |
RSU's forfeited | shares | 0 |
RSU's unvested units, ending balance | shares | 615,491 |
RSU beginning balance, price per share | $ / shares | $ 1.79 |
RSU's granted, price per share | $ / shares | 0.41 |
RSU's vested, price per share | $ / shares | |
RSU's forfeited, price per share | $ / shares | |
RSU ending balance, price per share | $ / shares | $ 0.72 |
7. Stock-based Compensation (_4
7. Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 62 | $ 37 | $ 222 | $ 78 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 12 | 11 | 19 | 20 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 50 | $ 26 | $ 203 | $ 58 |
7. Stock-based Compensation (_5
7. Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based compensation expense | $ 62 | $ 37 | $ 222 | $ 78 |
Restricted Stock [Member] | Dr. Cauwenbergh [Member] | ||||
Share-based compensation expense | $ 106,000 | |||
Restricted stock granted for compensation, shares | 243,032 | |||
Restricted stock granted for compensation, value | $ 106,000 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based compensation expense | $ 44 | $ 0 | $ 79 | $ 0 |
Options [Member] | ||||
Weighted average grant date fair value per share of options granted | $ 0.33 | $ 1.72 | $ 0.30 | $ 2.80 |
Share-based compensation expense | $ 18 | $ 37 | $ 37 | $ 78 |
8. Subsequent Events (Details N
8. Subsequent Events (Details Narrative) - 2019 Purchase Agreement [Member] - Subsequent Event [Member] | Aug. 08, 2019USD ($)shares |
Purchase Agreement Maximum Purchase Capacity | $ | $ 10,000,000 |
Shares issued as commitment fee | shares | 500,000 |