Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 25, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Biostage, Inc. | ||
Entity Central Index Key | 0001563665 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 12,553,138 | ||
Trading Symbol | BSTG | ||
Entity Common Stock, Shares Outstanding | 6,169,645 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 1,305 | $ 4,038 |
Restricted cash | 50 | 0 |
Grant receivable | 176 | 0 |
Prepaid expenses and other current assets | 623 | 375 |
Total current assets | 2,154 | 4,413 |
Property, plant and equipment, net | 479 | 632 |
Total assets | 2,633 | 5,045 |
Current liabilities: | ||
Accounts payable | 160 | 923 |
Due to related party | 0 | 300 |
Accrued and other current liabilities | 404 | 383 |
Warrant liability | 98 | 16 |
Total current liabilities | 662 | 1,622 |
Total liabilities | 662 | 1,622 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock, par value $0.01 per share, 120,000,000 shares authorized at December 31, 2018 and 2017; 5,669,645 and 2,507,304 issued and outstanding at December 31 2018 and 2017, respectively | 57 | 25 |
Additional paid-in capital | 57,677 | 50,157 |
Accumulated deficit | (55,763) | (48,234) |
Total stockholders' equity | 1,971 | 3,423 |
Total liabilities and stockholders' equity | 2,633 | 5,045 |
Series D Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 0 | $ 1,475 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 120,000,000 | 120,000,000 | |
Common stock, shares issued | 5,669,645 | 2,507,304 | |
Common stock, shares outstanding | 5,669,645 | 2,507,304 | |
Undesignated Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 984,000 | 984,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series D Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 12,000 | [1] | 12,000 |
Preferred stock, shares issued | 3,108 | [1] | 3,108 |
Preferred stock, shares outstanding | 0 | 3,108 | |
[1] | On May 29, 2018, the holders of Series D preferred stock exercised their right to convert all of the 3,108 outstanding shares of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 0 | $ 0 |
Operating expenses: | ||
Research and development | 3,916 | 7,588 |
Selling, general and administrative | 3,925 | 3,880 |
Total operating expenses | 7,841 | 11,468 |
Operating loss | (7,841) | (11,468) |
Other income (expense): | ||
Grant income | 401 | 0 |
Change in fair value of warrant liability | (82) | (337) |
Other expense | (7) | (111) |
Total other income (expense), net | 312 | (448) |
Net loss | $ (7,529) | $ (11,916) |
Basic and diluted net loss per share | $ (1.69) | $ (6.63) |
Weighted average common shares, basic and diluted | 4,463 | 1,797 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Series D Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2016 | $ 1,774 | $ 9 | $ 0 | $ 38,083 | $ (36,318) |
Balance (in shares) at Dec. 31, 2016 | 855 | ||||
Net loss | (11,916) | $ 0 | 0 | 0 | (11,916) |
Share-based compensation | 693 | 0 | 0 | 693 | 0 |
Issuance of common stock under employee stock purchase plan | 13 | $ 0 | $ 0 | 13 | 0 |
Issuance of common stock under employee stock purchase plan (in shares) | 1 | 0 | |||
Issuance of common stock, net of offering costs | 3,891 | $ 15 | $ 0 | 3,876 | 0 |
Issuance of common stock, net of offering costs (in shares) | 1,518 | 0 | |||
Reclassification of warrant liability upon modification | 3,746 | $ 0 | $ 0 | 3,746 | 0 |
Reclassification of warrant liability upon warrant exercise | 581 | 0 | 0 | 581 | 0 |
Issuance of common stock upon warrant exercises | 1,060 | $ 1 | $ 0 | 1,059 | 0 |
Issuance of common stock upon warrant exercises (in shares) | 133 | 0 | |||
Issuance of series D convertible preferred, net of offering costs | 1,475 | $ 0 | $ 1,475 | 0 | 0 |
Issuance of series D convertible preferred, net of offering costs (in shares) | 0 | 3 | |||
Issuance of warrants to purchase common stock in connection with issuance of Series D preferred and common stock above | 2,106 | $ 0 | $ 0 | 2,106 | 0 |
Balance at Dec. 31, 2017 | 3,423 | $ 25 | $ 1,475 | 50,157 | (48,234) |
Balance (in shares) at Dec. 31, 2017 | 2,507 | 3 | |||
Net loss | (7,529) | $ 0 | $ 0 | 0 | (7,529) |
Share-based compensation | 755 | 0 | 0 | 755 | 0 |
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 |
Vesting of restricted stock units (in shares) | 6 | 0 | |||
Issuance of common stock, net of offering costs | 5,271 | $ 16 | $ 0 | 5,255 | 0 |
Issuance of common stock, net of offering costs (in shares) | 1,603 | 0 | |||
Reclassification of warrant liability upon modification | 0 | ||||
Reclassification of warrant liability upon warrant exercise | 0 | ||||
Conversion of Series D preferred to common stock | 0 | $ 16 | $ (1,475) | 1,459 | 0 |
Conversion of Series D preferred to common stock (in shares) | 1,554 | (3) | |||
Issuance of warrants to purchase common stock in connection with issuance of Series D preferred and common stock above | 51 | $ 0 | $ 0 | 51 | 0 |
Balance at Dec. 31, 2018 | $ 1,971 | $ 57 | $ 0 | $ 57,677 | $ (55,763) |
Balance (in shares) at Dec. 31, 2018 | 5,670 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss | $ (7,529) | $ (11,916) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 755 | 693 |
Depreciation | 261 | 413 |
Loss on sale of equipment | 7 | 160 |
Change in fair value of warrant liability | 82 | 337 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 42 |
Grant receivable | (176) | 0 |
Prepaid expenses | (317) | 2 |
Other current assets | 20 | 126 |
Accounts payable | (763) | (43) |
Accrued and other current liabilities | 22 | (828) |
Net cash used in operating activities | (7,638) | (11,014) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (131) | (136) |
Cash received from sale of property, plant and equipment | 64 | 0 |
Net cash used in investing activities | (67) | (136) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advance from (return of advance to) related party | (300) | 300 |
Proceeds from issuance of Series D convertible preferred stock, common stock and warrants, net | 0 | 4,086 |
Proceeds from issuance of common stock and warrants, net of offering costs | 5,322 | 6,801 |
Proceeds from exercise of warrants | 0 | 1,060 |
Net cash provided by financing activities | 5,022 | 12,247 |
Net (decrease) increase in cash and restricted cash | (2,683) | 1,097 |
Cash and restricted cash at the beginning of the year | 4,038 | 2,941 |
Cash and restricted cash at the end of the year | 1,355 | 4,038 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Reclassification of warrant liability upon modification | 0 | 3,746 |
Reclassification of warrant liability upon exercise of options | 0 | 581 |
Receivable for sale of equipment included in loss on sale of equipment | 0 | 49 |
Equipment purchases included in accounts payable | 0 | 4 |
Fair value of liability warrants issued in connection with issuance of common stock | 0 | 3,787 |
Conversion of Series D preferred stock into common stock | $ 1,475 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization Overview Biostage, Inc. (Biostage or the Company) is a biotechnology company developing bioengineered organ implants based on the Company’s novel Cellframe TM On October 31, 2013, Harvard Bioscience, Inc. (Harvard Bioscience) contributed its regenerative medicine business assets, plus $15 million of cash, into Biostage (the Separation). On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution to Harvard Bioscience stockholders of all the shares of common stock of Biostage (the Distribution). Basis of Presentation The consolidated financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the Going Concern The Company has incurred substantial operating losses since its inception, and as of December 31, 2018 had an accumulated deficit of approximately $ 55.8 1.4 1.0 500,000 The Company will need to raise additional funds to fund its operations. In the event the Company does not raise additional capital from outside sources in the second quarter, it may be forced to curtail or cease its operations. Cash requirements and cash resource needs will vary significantly depending upon the timing of the financial and other resource needs that will be required to complete ongoing development, pre-clinical and clinical testing of products, as well as regulatory efforts and collaborative arrangements necessary for the Company’s products that are currently under development. The Company is currently seeking and will continue to seek financings from other existing and/or new investors to raise necessary funds through a combination of public or private equity offerings. The Company may also pursue debt financings, other financing mechanisms, research grants, or strategic collaborations and licensing arrangements. The Company may not be able to obtain additional financing on favorable terms, if at all. The Company’s operations will be adversely affected if it is unable to raise or obtain needed funding and may materially affect the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Biostage and its three wholly-owned subsidiaries, Harvard Apparatus Regenerative Technology GmbH (Germany), Harvard Apparatus Regenerative Technology AB (Sweden) and Biostage Limited (UK), which are currently dormant and do not have any net assets at December 31, 2018. The functional currency for these subsidiaries is the U.S dollar based on the immateriality of transactions and related amounts for these dormant subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassification Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported consolidated financial statements. Use of Estimates The process of preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, share-based compensation, valuation of warrant liability, accruals, depreciation and income taxes. Actual results could differ from those estimates. Segment The Company has one business segment and does not have significant costs or assets outside the Restricted Cash Restricted cash consists of $50,000 held as collateral for the Company’s credit card program as of December 31, 2018. Property, Plant and Equipment Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of expected useful life or lease term Furniture, machinery and equipment, computer equipment and software 3—7 years Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized. Impairment of Long-Lived Assets Assessments of long-lived assets and the remaining useful lives of such long-lived assets are reviewed for impairment whenever a triggering event occurs or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets. Through December 31, 2018, no such impairment charge has been recorded. Revenue Recognition The Company did not recognize any revenue during the years ended December 31, 2018 or December 31, 2017. Research and Development Research and development costs are expensed as incurred. Share-based Compensation The Company measures all stock options and restricted stock awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award). Expense on share-based awards for which vesting is performance or milestone based is recognized on a straight-line basis from the date when it is determined that the achievement of the milestone is probable to the vesting/milestone achievement date. The Company measures share-based awards granted to consultants and non-employees based on the fair value of the award on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of the Company’s ordinary shares and updated assumption inputs in the Black-Scholes option-pricing model. The Company elected to use the Black-Scholes option-pricing model for valuation of stock-based payment awards. The determination of fair value of stock-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, its expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. When performance-based grants are issued, the Company recognizes no expense until achievement of the performance requirement is deemed probable. Share-based compensation expense is based on awards ultimately expected to vest and has been reduced for annualized estimated forfeiture where the minimum amount of expense recorded is at least equal to the percent of an award vested. Forfeitures were estimated based on historical experience and weighting of various employee classes under the respective plan at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair values of Restricted Stock Units (RSU) are based on the number of shares granted and market price of the stock on the date of grant and are recorded as compensation expense ratably over the applicable service period, which is generally four years. Unvested restricted stock units and vested and unvested stock options are forfeited in the event of termination of employment. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets and liabilities are recorded net as long-term on the consolidate balance sheets. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are expected to be realizable. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. When necessary, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Net Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. Warrant Liability The Company classifies warrants to purchase shares of its common stock as a liability on its consolidated balance sheets when the warrant is a free-standing financial instrument that may require the Company to transfer cash consideration upon exercise and that cash transfer event would be out of the Company’s control. Such a “liability warrant” is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. For warrants that do not meet the criteria of a liability warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company measures the value assigned to the warrant using the relative value method to allocate value to the common stock, preferred stock and warrants at issuance date. The Company uses the Black-Scholes model to measure the value of the warrants at issuance and then applies the relative fair-value of the equity transaction between common stock, preferred stock and warrants. Common stock, preferred stock, and warrants each are considered permanent equity and any potential difference in fair value of each instrument would be reallocated within permanent equity with no periodic remeasurement. Concentration of Credit Risk Financial investments that potentially subject the Company to credit risk consists of cash. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. SBIR Award On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research (SBIR) grant by the Eunice Kennedy National Institute of Child Health and Human Development to support testing of pediatric Cellspan™ Esophageal Implants (CEIs). The award for Phase I, which was earned over the nine months ended September 30, 2018, provided for the reimbursement for up to $225,000 of qualified research and development costs. On October 26, 2018, the Company was awarded Phase II of the SBIR grant for $1.1 million to support development, testing, and translation to the clinic through September 2019. The Phase II grant includes an additional $0.5 million for future period support through September 2020, subject to availability of funding and satisfactory progress on the project. Accordingly, the SBIR grant has the potential to provide a total award of approximately $1.8 million. Grant income is recognized based on timing of when qualified research and development costs are incurred and recorded and classified as grant income in other income (expense), net in the consolidated statements of operations. The Company recognized $225,000 from Phase I and $176,000 from Phase II in 2018. There was no grant income in 2017. Recently Adopted Accounting Pronouncements In June 2018, 2018-07 (ASU 2018-07) Compensation—Stock Compensation: Improvements to Non-Employee Share-Based Compensation Accounting . ASU 2018-07 generally allows the Company to treat awards to non-employees similar to employees for purposes of measuring and recognition stock-based compensation. The ASU is effective for public business entities for fiscal years beginning after December 15, 2018. The Company adopted this pronouncement in 2018 and its adoption did not have a material impact on its consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) , which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. The new standard does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. The new standard is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in the ASU prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 as of the required effective date of January 1, 2018 and its adoption did not have a material impact on the Company’s financial statements. The adoption of ASU 2017-09 will have an impact on the accounting for the modification of stock-based awards, if any, to the extent stock-based awards are modified. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (ASU 2016-18) which requires that amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company had approximately $50,000 of restricted cash balances at December 31, 2018 and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (ASU 2017-11) . This guidance is intended to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be considered “not indexed to an entity’s own stock” and therefore accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. Down round features are most often found in warrants and conversion options embedded in debt or preferred equity instruments. In addition, the guidance re-characterized the indefinite deferral of certain provisions on distinguishing liabilities from equity to a scope exception with no accounting effect. This guidance becomes effective January 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2017-11 will have on its consolidated financial statements. In February 2016, the FASB, issued ASU 2016-02 Leases 0.2 Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 3. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company had no assets or liabilities classified as Level 2. The Company’s restricted cash that serves as collateral for the Company’s credit card program is held in a demand money market account and is measured at fair value based on quoted prices, which are Level 1 inputs. The Company has concluded that warrants to purchase common stock, which are accounted for as liabilities as discussed in Note 7 are classified as Level 3. The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017: Fair Value Measurement as of December 31, 2018 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ - $ - $ 50 Total $ 50 $ - $ - $ 50 Liabilities: Warrant liability $ - $ - $ 98 $ 98 Total $ - $ - $ 98 $ 98 Fair Value Measurement as of December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 16 $ 16 Total $ - $ - $ 16 $ 16 There were no transfers between Level 1, Level 2 and Level 3 in either of the years ended December 31, 2018 and December 31, 2017. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2018 2017 (in thousands) Insurance $ 347 $ 253 Sponsored research 149 - Annual contracts 37 16 Other current assets 90 106 Total prepaid expenses and other current assets $ 623 $ 375 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property, Plant and Equipment, Net Property, plant and equipment, net consist of the following: December 31, 2018 2017 (in thousands) Leasehold improvements $ 584 $ 584 Furniture, machinery and equipment 1,417 1,350 Computer equipment and software 477 464 Total property, plant and equipment 2,478 2,398 Less: accumulated depreciation (1,999 ) (1,766 ) Property, plant and equipment, net $ 479 $ 632 Depreciation expense amounted to $261,000 and $413,000 for the years ended December 31, 2018 and 2017, respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | 6. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following: December 31, 2018 2017 (in thousands) Payroll $ 113 $ 145 Audit expenses 110 133 Advisory costs 79 25 Legal fees 40 - Research costs 26 64 Other current liabilities 36 16 Total accrued and other current liabilities $ 404 $ 383 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2018 | |
Warrant Liability [Abstract] | |
Warrant Liability [Text Block] | 7. Warrant Liability On May 19, 2016 and February 10, 2017, the Company closed on the sale of shares of the Company’s common stock, the issuance of warrants to purchase shares of common stock, and the issuance of warrants to the placement agent for each transaction. See Note 12. Due to a cash put provision within the warrant agreement, which could be enacted in certain change in control events, a liability associated with those warrants was initially recorded at fair value in the Company’s consolidated balance sheets upon issuance, and subsequently re-measured each fiscal quarter. The changes in the fair value between issuance and the end of each reporting period is recorded as a component of other income (expense), net in the consolidated statement of operations. During the three months ended June 30, 2017 and September 30, 2017, warrant holders of 952,184 warrants agreed to a modification of the terms of their warrants which resulted in placing all situations that would allow the warrant holder to put the warrant for cash fully in control of the Company. As a result of the modification, the modified warrants are no longer liability classified and do not need to be re-measured. These modifications resulted in a $3.7 million value of those warrants being reclassified from Warrant Liabilities to Additional Paid in Capital. There were 132,367 warrants exercised during 2017. The remaining un-modified 92,213 warrants continue to be re-measured at each reporting period as long as they are outstanding and un-modified. The Company has re-measured the liability to estimated fair value at inception, prior to modification and at each reporting date using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions for estimating fair value of warrants modified during the three months ended Assumptions for estimating fair value on reporting dates of September 30, 2017 June 30, 2017 December 31, 2018 December 31, 2017 Risk-free interest rate 1.89 % 1.77 % 2.46 % 2.09 % Expected volatility 82.3 % 82.4 % 121.9 % 85.0 % Expected term (in years) 4.6 4.6 3.1 4.1 Expected dividend yield - - - - Exercise price $ 8.00 $ 10.00 $ 8.00 $ 8.00 Market value of common stock $ 8.20 $ 6.60 $ 2.06 $ 0.87 Warrants to purchase shares of common stock 100,101 824,442 92,212 92,212 The following table presents a reconciliation of the Company’s warrant liabilities for the years ended December 31, 2018 and 2017: Warrant Liability (in thousands) Balance at December 31, 2016 $ 605 Issuance of warrants 3,787 Reclassification of warrant liability to additional paid in capital upon modification (3,746 ) Reclassification of warrant liability to additional paid in capital upon exercise (581 ) Change in fair value upon re-measurement (1) (49 ) Balance at December 31, 2017 16 Change in fair value upon re-measurement 82 Balance at December 31, 2018 $ 98 (1) Issuance costs allocated to the warrant liability issued in 2017 amounted to $385 and have been included in the change in fair value of the warrant liability in the accompanying consolidated statements of operations. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. Commitments and Contingent Liabilities First Pecos Breach Notice In June, 2017, the Company entered into a binding Memorandum of Understanding with First Pecos, LLC (First Pecos), pursuant to which the Company agreed to issue to First Pecos in a private placement 485,000 shares of its common stock on a post-reverse split basis at a purchase price of $6.30 per share or, to the extent First Pecos, following the transaction, would own more than 19.9% of the Company’s common stock, shares of a new class of preferred stock of the Company with a per-share purchase price of $1,000. In October 2017, as a result of the First Pecos failure to deliver the Purchase Price to the Company following satisfaction of all closing conditions in the Purchase Agreement, the Company delivered a notice to First Pecos and its manager, Leon “Chip” Greenblatt III, stating that First Pecos was in breach of the Purchase Agreement. None of the shares of common stock, shares of preferred stock or warrants were issued to First Pecos. Also in October 2017, First Pecos delivered a notice to the Company stating that, as a result of alleged breaches by the Company of its obligations pursuant to the Purchase Agreement, First Pecos terminated the Purchase Agreement and demanded that the Company pay a $500,000 termination fee pursuant to the terms of the Purchase Agreement. The Company believes that it was not in breach of the Purchase Agreement at any time, and that the First Pecos notice was unjustified and without any legal merit or factual basis. Accordingly, the Company believes that First Pecos was not entitled to terminate the Purchase Agreement, and was not entitled to any termination fee thereunder, as the failure to consummate the Pecos Placement resulted from the First Pecos breach of the Purchase Agreement. The Company has not accrued for this liability as the Company believes the claim to be without merit. Lease Arrangement In October 2013, the Company entered into a sublease with Harvard Bioscience effective November 1, 2013 for its headquarters, offices, manufacturing, and research and development facilities located in Holliston, Massachusetts. The operating lease was non-cancelable for an initial eighteen-month period. The sublease was automatically extended in 2018 through May 31, 2019 and will renew annually unless the Company or Harvard Bioscience provides a notice of termination within one hundred and eighty days prior to May 31 of each year. Total rent expense was $102,000 and $59,000 for the years ended December 31, 2018 and 2017, respectively. Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at December 31, 2018 amounts to $102,000 in 2019 and $42,000 in 2020. See Note 17. Other On April 14, 2017, representatives for the estate of a deceased individual filed a civil lawsuit in the Suffolk Superior Court, in Boston, Massachusetts, against the Company and Harvard Bioscience. The complaint alleges that the decedent’s injury and death were caused by two tracheal implants that incorporated synthetic trachea scaffolds and a biologic component combined by the implanting surgeon with a bioreactor, and surgically implanted in the decedent in two surgeries performed in 2012 and 2013. The civil complaint seeks a non-specific sum of money to compensate the plaintiffs. This civil lawsuit relates to the Company’s first-generation trachea scaffold technology for which the Company discontinued development in 2014, and not to the Company’s current Cellframe technology nor to its lead development product candidate, the CEI. The Company intends to vigorously defend this case. While the Company believes that such claim lacks merit, the Company is unable to predict the ultimate outcome of such litigation. In accordance with the Separation and Distribution agreement between Harvard Bioscience and the Company relating to the spin-off, the Company would be required to indemnify Harvard Bioscience against losses that Harvard Bioscience may suffer as a result of this litigation. The Company has been informed by its insurance provider that the case has been accepted as an insurable claim under the Company’s product liability insurance policy. The Company has not accrued for a potential liability as it is not considered probable at this time. From time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business. Other than the above matter, there are no such matters pending that the Company expects to be material in relation to its business, financial condition, and results of operations or cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. Income Taxes The Company’s net loss was generated entirely in the U.S. in 2018 and 2017. Income taxes for the years ended December 31, 2018 and 2017 differed from the amount computed by applying the U.S. federal income tax rate of 21 % for 2018 and 34 % for 2017 to pre-tax loss as a result of the following: Years ended December 31, 2018 2017 (in thousands) Computed “expected” income tax benefit $ (1,581 ) $ (4,051 ) Change in deferred income tax rate - 5,652 State income tax benefit, net of federal income tax benefit (476 ) (716 ) Permanent items, primarily change in fair value of warrants and non-deductible share-based compensation 24 143 Tax credits (224 ) (452 ) Share-based compensation 1,531 - Adjustment of prior year income tax 55 729 Change in valuation allowance 671 (1,305 ) Total income taxes $ - $ - The components of the Company’s deferred tax asset are as follows: Years ended December 31, 2018 2017 (in thousands) Deferred tax assets: Operating loss and credit carryforwards $ 11,184 $ 6,819 Capitalized research and development 2,680 4,939 Stock-based compensation 696 2,021 Other - 56 Total deferred tax assets 14,560 13,835 Less: valuation allowance (14,506 ) (13,835 ) Deferred tax assets 54 - Deferred tax liability: Excess tax over book depreciation (54 ) - Total deferred tax liability (54 ) - $ - $ - On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (TCJA) that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”. The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. The Company has reevaluated its assets and liabilities associated with such future tax benefits in the current year and recognized a decrease in its deferred tax asset of $ 5.8 0 The Company has recorded a valuation allowance against its deferred tax assets for the years ended December 31, 2018 and 2017, because the Company’s management believes that it is more likely than not that these assets will not be realized. The valuation allowance increased by $0.7 million for the year ended December 31, 2018 primarily as a result of operating losses generated with no corresponding financial statement benefit. The valuation allowance decreased by approximately $1.1 million for the year ended December 31, 2017 due to the decrease in the corporate tax rate from 34% to 21%, which was enacted on December 22, 2017, partially offset by an increase in net operating losses. As of December 31, 2018, the Company had federal net operating loss carryforwards (NOLs) of approximately $ 34.4 34.0 8.1 1.2 0.6 2033 2029 Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has recently completed several equity financings transactions which have either individually or cumulatively resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company does not believe the impact of any limitation on the use of its net operating loss or credit carryforwards will have a material impact on the Company’s consolidated financial statements since the Company has a full valuation allowance against its deferred tax assets due to the uncertainty regarding future taxable income for the foreseeable future. For all years through December 31, 2018, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company's research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. Harvard Bioscience received a Supplemental Ruling to the Private Letter Ruling dated March 22, 2013 from the IRS to the effect that, among other things, the Separation and Distribution by Harvard Bioscience will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and 368(a)(1)(D) of the Internal Revenue Code continuing in effect. The private letter and supplemental rulings and the tax opinion that Harvard Bioscience received from legal counsel to Harvard Bioscience rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of the Biostage business, and neither the private letter and supplemental rulings nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the private letter and supplemental rulings do not address all the issues that are relevant to determining whether the Distribution will qualify for tax-free treatment. Notwithstanding the private letter and supplemental rulings and opinion, the IRS could determine the Distribution should be treated as a taxable transaction for U.S. federal income tax purposes if, among other reasons, it determines any of the representations, assumptions or undertakings that were included in the request for the private letter and supplemental rulings are false or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the IRS ruling. To preserve the tax-free treatment to Harvard Bioscience of the Separation and Distribution, for the two-year period following the Distribution, which such period ended November 1, 2015, the Company was limited, except in specified circumstances, from entering into certain transactions pursuant to which all or a portion of the Company’s stock would be acquired, whether by merger or otherwise; issuing equity securities beyond certain thresholds; repurchasing the Company’s common stock; and ceasing to actively conduct the Company’s regenerative medicine business. In addition, at all times, including during and following such two-year period, the Company may not take or fail to take any other action that prevents the Separation and Distribution and related transactions from being tax-free. If the Distribution fails to qualify for tax-free treatment, in general, Harvard Bioscience would be subject to tax as if it had sold the Company’s common stock in a taxable sale for its fair market value, and Harvard Bioscience stockholders who receive shares of Biostage common stock in the Distribution would be subject to tax as if they had received a taxable Distribution equal to the fair market value of such shares. Under the tax sharing agreement between Harvard Bioscience and the Company, the Company would generally be required to indemnify Harvard Bioscience against any tax resulting from the Distribution to the extent that such tax resulted from (i) an acquisition of all or a portion of the Company’s stock or assets, whether by merger or otherwise, (ii) other actions or failures to act by the Company, or (iii) any of the Company’s representations or undertakings being incorrect or violated. The Company’s indemnification obligations to Harvard Bioscience and its subsidiaries, officers and directors are not limited by any maximum amount. If the Company is required to indemnify Harvard Bioscience or such other persons under the circumstances set forth in the tax sharing agreement, the Company may be subject to substantial liabilities. All deferred tax assets prior to the Separation remained with Harvard Bioscience. The Company has determined that any uncertain tax positions would have no material impact on the consolidated financial statements of the Company and there are no unrecognized tax benefits or related interest and penalties accrued for the period for the years ended December 31, 2018 and 2017. The Company is subject to U.S. federal income tax and Massachusetts state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for all periods from inception through December 31, 2018; currently, no federal or state income tax returns are under examination by the respective taxing authorities. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 10. Employee Benefit Plan The Company sponsors a retirement plan for its U.S. employees, which includes an employee savings plan established under Section 401(k) of the U.S. Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers substantially all full-time employees who meet certain eligibility requirements. Contributions to the retirement plan are at the discretion of management. The Company’s matching contributions to the plan were approximately $95,000 and $100,000 for the years ended December 31, 2018 and 2017, respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | 11. Preferred Stock The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2018: Authorized Issued Outstanding Undesignated Preferred Stock 984,000 - - Series B Convertible Preferred Stock (1) 1,000,000 695,857 - Series C Convertible Preferred Stock (2) 4,000 - - Series D Convertible Preferred Stock (3) 12,000 3,108 - The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2017: Authorized Issued Outstanding Undesignated Preferred Stock 984,000 - - Series B Convertible Preferred Stock (1) 1,000,000 695,857 - Series C Convertible Preferred Stock (2) 4,000 - - Series D Convertible Preferred Stock 12,000 3,108 3,108 (1) The Company issued 695,857 shares of its Series B convertible preferred stock in February 2015, which were subsequently converted into common stock during the year ended December 31, 2015. (2) The Company designated the Series C convertible preferred stock in August 2017, but did not issue any Series C convertible preferred shares. (3) On May 29, 2018, the holders of Series D preferred stock exercised their right to convert all of the 3,108 outstanding shares of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. Undesignated Preferred Stock The Board of Directors may exercise its authority to issue undesignated preferred shares and determine the price, privileges and other terms of the shares without any further approval of stockholders. Series D Convertible Preferred Stock On December 27, 2017, the Company issued 518,000 shares of its common stock at $2.00 per share, 3,108 shares of its Series D convertible preferred stock (the Series D preferred stock) at $1,000 per share, and warrants to purchase 3,108,000 shares of common stock at an exercise price of $2.00 per share, in exchange for aggregate gross proceeds of approximately $4.1 million in a private placement transaction of unregistered shares. The warrants were immediately exercisable and expire in December 2022. The Company allocated $2.1 million of consideration to the warrants using the relative fair-value method and included such amount in additional paid in capital. On May 29, 2018, the Company issued a total of 1,000,000 shares of common stock to two new investors at a purchase price of $3.60 per share for aggregate gross and net proceeds of approximately $3.6 million and $3.4 million, respectively, in an unregistered private placement transaction. Following the issuance of these shares, the holders of Series D preferred stock exercised their right to convert all of the 3,108 shares outstanding of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. The holders of Series D preferred stock were entitled to vote on all matters on which shares of common stock are entitled to vote (on an as-if-converted to common stock basis). In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company (a Deemed Liquidation Event), each holder of a share of the Series D preferred stock was entitled to receive on a pari-passu basis with common stockholders any distribution of any of the assets or surplus funds of the Company as if all of the shares of Series D preferred stock had been converted to common stock prior to the Deemed Liquidation Event. Holders of Series D preferred stock were entitled to receive, and the Company would pay, dividends on shares of Series D preferred stock equal (on an as-if-converted-to-common stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends would be paid on shares of Series D preferred stock. The holders of Series D preferred stock were not entitled to any redemption rights, other than those under their liquidation rights. Holders of Series D preferred stock were entitled to certain protective rights whereby the Company cannot make certain decisions without the consent of a majority of the outstanding holders of the Series D preferred stock. The Company had classified the Series D preferred stock as permanent equity at December 31, 2017 since the ability to control redemption was not outside of the Company’s control. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock [Text Block] | 12. Common Stock During 2017, the Company increased the number of common shares authorized from 60 million to 120 million. The following represent the Company’s common stock transactions during December 31, 2018 and 2017: June 2018 Private Placement On June 29, 2018, the Company issued 250,000 shares of common stock to an investor at a purchase price of $3.60 per share for aggregate gross and net proceeds of approximately $0.9 million and $0.8 million, respectively, in an unregistered private placement transaction. May 2018 Private Placement On May 23, 2018, the Company issued a total of 1,000,000 shares of common stock to two new investors at a purchase price of $3.60 per share for aggregate gross and net proceeds of approximately $3.6 million and $3.4 million, respectively, in an unregistered private placement transaction. Following the issuance of these shares, the holders of Series D preferred stock exercised their right to convert all of the 3,108 shares outstanding of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. February 2018 Private Placement On February 20, 2018, the Company completed a private placement of 302,115 shares of common stock at a purchase price of $3.31 per share for gross and net proceeds of $1.0 million. January 2018 Private Placement On January 3, 2018, the Company issued 50,000 shares of its common stock at $2.00 per share and warrants to purchase 75,000 shares of common stock at an exercise price of $2.00 per share, in exchange for aggregate gross proceeds of $100,000 in an unregistered private placement with Connecticut Children’s Medical Center (Connecticut Children’s). The warrants were immediately exercisable and expire in January 2023. Connecticut Children’s Chief Executive Officer, James Shmerling, is a member of the Company’s Board of Directors as well as the Board of Directors of Connecticut Children’s. December 2017 Private Placement On December 27, 2017, the Company issued 518,000 shares of its common stock at $2.00 per share in connection with its Series D preferred stock issuance in a private placement transaction. See Note 11. February 2017 Shares Offering On February 10, 2017, the Company completed a public offering of 1,000,000 shares of common stock at a purchase price of $8.00 per share and the issuance of warrants to purchase 1,000,000 million shares of common stock at an exercise price of $8.00 per warrant for gross proceeds of $8.0 million or approximately $6.8 million net of issuance costs. Additionally, the Company issued to the placement agent warrants to purchase 50,000 shares of common stock for the offering at an exercise price of $10.00 per warrant. Employee Stock Purchase Plan In 2013, the Company approved the 2013 Employee Stock Purchase Plan (the ESPP Plan). Under the ESPP Plan, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31. Under this plan, 7,500 shares of common stock are authorized for issuance of which 4,534 shares were issued as of December 31, 2017. There are 2,966 shares available for issuance as of December 31, 2018 and December 31, 2017. There was no ESPP Plan activity in 2018. Shareholder Rights Plan The Company had adopted a Shareholder Rights Plan and declared a dividend distribution of one preferred stock purchase right for each outstanding share of the Company’s common stock. Initially, these rights would not be exercisable and traded with the shares of the Company’s common stock. The Company’s Board of Directors canceled the Shareholder Right Plan in August 2017. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 13. Share-based Compensation Biostage 2013 Equity Incentive Plan The Company maintains the 2013 Equity Incentive Plan (the Plan) for the benefit of certain officers, employees, non-employee directors, and other key persons (including consultants and advisory board members). All options and awards granted under the Plan consist of the Company’s shares of common stock. The Company’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and vesting of the restricted stock units. The vesting period for awards is generally four years and the contractual life is ten years. In May 2018, the Company’s Board of Directors approved an increase of 1,600,000 shares from 498,000 shares of its common stock authorized to be issued under the Plan to 2,098,000 shares. The Company also issued equity awards under the Plan at the time of the Distribution to all holders of Harvard Bioscience equity awards as part of an adjustment (the Adjustment) to prevent a loss of value due to the Distribution. Compensation expense recognized under the Plan relates to service provided by employees, board members and a non-employee of the Company. There was no required compensation associated with the Adjustment awards to employees who remained at Harvard Bioscience. During 2018 and 2017, no options or restricted stock units were granted to Harvard Bioscience employees or directors, and the Company does not anticipate issuing any to Harvard Bioscience employees in the future. Stock option activity under the Plan for the year ended December 31, 2018 was as follows: Amount Weighted-average exercise price Weighted-average contractual life Outstanding at December 31, 2017 167,474 $ 45.84 6.99 Granted 1,481,475 2.82 Canceled (70,966 ) 20.83 Outstanding at December 31, 2018 1,577,983 $ 6.58 9.16 Options exercisable 287,745 $ 21.59 7.95 Options vested and expected to vest 1,564,804 $ 6.44 Aggregate intrinsic value for outstanding options and exercisable options for the year ended December 31, 2018 was $0 based on the Company’s closing stock price of $2.06 per share as of December 31, 2018. As of December 31, 2018, unrecognized compensation cost related to unvested awards amounted to $1.4 million, which will be recognized over a weighted average period of 2.32 years. The Company uses the Black- Scholes model to value its stock options. The weighted average assumptions for valuing those options granted were as follows: Year Ended December 31, 2018 2017 Volatility 95.50 % 79.21 % Risk-free interest rate 2.70 % 2.27 % Expected holding period 5.88 years 6.31 years Dividend yield n/a n/a The Company has used a mix of comparable companies volatility and its historical volatility to estimate expected volatility. Commencing July 1, 2018, the Company used its trading history to measure volatility. The risk-free interest rate assumption is based upon observed Treasury bill interest rates (risk-free) appropriate for the expected term of the Company’s employee stock options. The simplified method of estimating expected term was used. The Company’s outstanding stock options include 583,921 performance-based awards as of December 31, 2018 that have vesting provisions subject to the achievement of certain business milestones. Compensation expense has not yet been recognized for these performance-based awards given that the milestone achievements have not yet been deemed probable for accounting purposes. The Company also estimated the fair value of non-employee share options using the Black-Scholes option pricing model reflecting the same assumptions as applied to employee and director options in each of the reporting periods, other than the expected life, which is assumed to be the remaining contractual life of the options. The weighted average estimated fair value of stock options granted using the Black-Scholes model was $2.38 per share during 2018 and $5.56 per share during 2017. The Company also has issued restricted stock units under the Plan. Unvested shares of restricted common stock may not be sold or transferred by the holder. The following table summarizes the Company’s unvested restricted stock unit activity under the Plan for the year ended December 31, 2018: Amount Grant date fair value Unvested at December 31, 2017 14,875 $ 7.68 Granted - - Canceled (912 ) 7.68 Vested (6,228 ) 7.68 Unvested at December 31, 2018 7,735 $ 7.68 As of December 31, 2018, there was no unrecognized compensation costs as all awards were fully vested. Share-based compensation expense related to both the Plan and the Harvard Bioscience Plan for the years ended December 31, 2018 and 2017 was allocated as follows: Years Ended December 31, 2018 2017 (in thousands) Research and development $ 245 $ 276 Selling, general and administrative 510 417 Total stock-based compensation $ 755 $ 693 |
Net loss per Share
Net loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 14. Net Loss per Share Basic and diluted net loss per share was calculated as follows: Years Ended December 31, 2018 2017 (in thousands, except per share data) Net loss $ (7,529 ) $ (11,916 ) Weighted average shares outstanding 4,463 1,797 Net loss per share – basic and diluted $ (1.69 ) $ (6.63 ) The Company’s potentially dilutive securities, which include stock options, unvested restricted common stock units, Series D convertible preferred stock and warrants, have been excluded from the computation of diluted net loss per share whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2018 and 2017 because including them would have had an anti-dilutive effect: Years Ended December 31, 2018 2017 Series D convertible preferred stock - 1,554,000 Unvested restricted common stock units 7,735 14,875 Warrants to purchase common stock 4,178,647 4,103,647 Options to purchase common stock 1,577,983 167,474 Total 5,764,365 5,839,996 |
Headcount Reduction
Headcount Reduction | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment, and Other Activities Disclosure [Text Block] | 15. Headcount Reduction During October and November 2017, in an effort to conserve cash, the Company completed a reduction in headcount of 20 of its employees. In addition, officers of the Company agreed to a temporary reduction in their salaries, by 50%, effective November 2017. The Company incurred charges for termination benefits in connection with the headcount reduction of approximately $99,000 for employee severance and related costs. The Company did not make any payments during the year ended December 31, 2017. All termination benefits were paid in January and February 2018. During the first quarter of 2018, the salaries paid to the officers were increased to approximately 80% of their contracted rate. The Company accrued a $104,000 difference between the officers’ contracted rates and amounts paid. In July 2018, the Company paid these amounts and reinstated the officers’ salaries to their contracted rates. Following the capital raises in December 2017 and January 2018 described above, the Company re-hired several of its former employees into key positions in January 2018, and has since made additional hires. |
Other Expense
Other Expense | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Other Nonoperating Income and Expense [Text Block] | 16. Other Expense Other expense consisted of the following for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 (in thousands) Other expense: Loss on disposal of equipment $ (7 ) $ (111 ) Total other expense $ (7 ) $ (111 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 17. Related Party Transactions Relationship with Harvard Bioscience On October 31, 2013, Harvard Bioscience contributed its regenerative medicine business assets plus $15 million of cash into Biostage pursuant to the Separation. On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution of all the shares of common stock of Biostage to Harvard Bioscience stockholders pursuant to the Distribution. At the time of the spin-off, the Company entered into a 10-year product distribution agreement with Harvard Bioscience under which each company would become the exclusive distributor for the other party for products such other party develops for sale in the markets served by the other. In addition, Harvard Bioscience agreed that, except for certain existing activities of its German subsidiary, to the extent that any Harvard Bioscience business were to desire to resell or distribute any bioreactor that is then manufactured by the Company, the Company would be the exclusive manufacturer of such bioreactors and Harvard Bioscience would purchase such bioreactors from the Company. Since inception of the Company, sales to Harvard Bioscience accounted for 100% of the Company’s trade revenues and trade receivables. On November 3, 2017, in exchange for settlement of approximately $0.1 million of outstanding rent and operating expenses due to Harvard Bioscience, Biostage sold all of its current stock of research bioreactor parts, a royalty-free perpetual sublicensable and transferable right and license to use the intellectual property, including but not limited to certain patents covering research bioreactors, and relinquished exclusive manufacturing or distribution rights with respect to research bioreactors to Harvard Bioscience. The Company had ceased the manufacture of research bioreactors in late 2016, to concentrate its efforts solely on development of its clinical product candidates. This settlement only covers research bioreactors, not to be used for clinical purposes. The Company retains full exclusive rights to all assets and rights associated with the clinical bioreactor used in the development of the Company’s current Cellframe technology. Due to Related Party In connection with the Company’s private placement transaction in December 2017, an investor placed a deposit in the amount of $0.3 million with the Company, which was subsequently repaid in January 2018. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. Subsequent Events On January 31, 2019, the Company issued 500,000 shares of its common stock to an investor in connection with the exercise of a portion of the warrants issued on December 27, 2017. Such warrants were exercised in exchange for the payment to the Company of the aggregate cash exercise price of $1,000,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of Biostage and its three wholly-owned subsidiaries, Harvard Apparatus Regenerative Technology GmbH (Germany), Harvard Apparatus Regenerative Technology AB (Sweden) and Biostage Limited (UK), which are currently dormant and do not have any net assets at December 31, 2018. The functional currency for these subsidiaries is the U.S dollar based on the immateriality of transactions and related amounts for these dormant subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The process of preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, share-based compensation, valuation of warrant liability, accruals, depreciation and income taxes. Actual results could differ from those estimates. |
Segment Reporting, Policy [Policy Text Block] | Segment The Company has one business segment and does not have significant costs or assets outside the |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash consists of $50,000 held as collateral for the Company’s credit card program as of December 31, 2018. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of expected useful life or lease term Furniture, machinery and equipment, computer equipment and software 3—7 years Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Assessments of long-lived assets and the remaining useful lives of such long-lived assets are reviewed for impairment whenever a triggering event occurs or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets. Through December 31, 2018, no such impairment charge has been recorded. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company did not recognize any revenue during the years ended December 31, 2018 or December 31, 2017. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation The Company measures all stock options and restricted stock awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award). Expense on share-based awards for which vesting is performance or milestone based is recognized on a straight-line basis from the date when it is determined that the achievement of the milestone is probable to the vesting/milestone achievement date. The Company measures share-based awards granted to consultants and non-employees based on the fair value of the award on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of the Company’s ordinary shares and updated assumption inputs in the Black-Scholes option-pricing model. The Company elected to use the Black-Scholes option-pricing model for valuation of stock-based payment awards. The determination of fair value of stock-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, its expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. When performance-based grants are issued, the Company recognizes no expense until achievement of the performance requirement is deemed probable. Share-based compensation expense is based on awards ultimately expected to vest and has been reduced for annualized estimated forfeiture where the minimum amount of expense recorded is at least equal to the percent of an award vested. Forfeitures were estimated based on historical experience and weighting of various employee classes under the respective plan at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair values of Restricted Stock Units (RSU) are based on the number of shares granted and market price of the stock on the date of grant and are recorded as compensation expense ratably over the applicable service period, which is generally four years. Unvested restricted stock units and vested and unvested stock options are forfeited in the event of termination of employment. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets and liabilities are recorded net as long-term on the consolidate balance sheets. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are expected to be realizable. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. |
Penalties and Interest [Policy Text Block] | When necessary, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. |
Derivatives, Policy [Policy Text Block] | Warrant Liability The Company classifies warrants to purchase shares of its common stock as a liability on its consolidated balance sheets when the warrant is a free-standing financial instrument that may require the Company to transfer cash consideration upon exercise and that cash transfer event would be out of the Company’s control. Such a “liability warrant” is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. For warrants that do not meet the criteria of a liability warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company measures the value assigned to the warrant using the relative value method to allocate value to the common stock, preferred stock and warrants at issuance date. The Company uses the Black-Scholes model to measure the value of the warrants at issuance and then applies the relative fair-value of the equity transaction between common stock, preferred stock and warrants. Common stock, preferred stock, and warrants each are considered permanent equity and any potential difference in fair value of each instrument would be reallocated within permanent equity with no periodic remeasurement. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial investments that potentially subject the Company to credit risk consists of cash. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. |
Small Business Innovation Research [Policy Text Block] | SBIR Award On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research (SBIR) grant by the Eunice Kennedy National Institute of Child Health and Human Development to support testing of pediatric Cellspan™ Esophageal Implants (CEIs). The award for Phase I, which was earned over the nine months ended September 30, 2018, provided for the reimbursement for up to $225,000 of qualified research and development costs. On October 26, 2018, the Company was awarded Phase II of the SBIR grant for $1.1 million to support development, testing, and translation to the clinic through September 2019. The Phase II grant includes an additional $0.5 million for future period support through September 2020, subject to availability of funding and satisfactory progress on the project. Accordingly, the SBIR grant has the potential to provide a total award of approximately $1.8 million. Grant income is recognized based on timing of when qualified research and development costs are incurred and recorded and classified as grant income in other income (expense), net in the consolidated statements of operations. The Company recognized $225,000 from Phase I and $176,000 from Phase II in 2018. There was no grant income in 2017. |
Recently Adopted Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements In June 2018, 2018-07 (ASU 2018-07) Compensation—Stock Compensation: Improvements to Non-Employee Share-Based Compensation Accounting . ASU 2018-07 generally allows the Company to treat awards to non-employees similar to employees for purposes of measuring and recognition stock-based compensation. The ASU is effective for public business entities for fiscal years beginning after December 15, 2018. The Company adopted this pronouncement in 2018 and its adoption did not have a material impact on its consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) , which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. The new standard does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. The new standard is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in the ASU prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 as of the required effective date of January 1, 2018 and its adoption did not have a material impact on the Company’s financial statements. The adoption of ASU 2017-09 will have an impact on the accounting for the modification of stock-based awards, if any, to the extent stock-based awards are modified. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (ASU 2016-18) which requires that amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company had approximately $50,000 of restricted cash balances at December 31, 2018 and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (ASU 2017-11) . This guidance is intended to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be considered “not indexed to an entity’s own stock” and therefore accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. Down round features are most often found in warrants and conversion options embedded in debt or preferred equity instruments. In addition, the guidance re-characterized the indefinite deferral of certain provisions on distinguishing liabilities from equity to a scope exception with no accounting effect. This guidance becomes effective January 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2017-11 will have on its consolidated financial statements. In February 2016, the FASB, issued ASU 2016-02 Leases 0.2 Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule Of Property Plant And Equipment Useful Lives [Table Text Block] | Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of expected useful life or lease term Furniture, machinery and equipment, computer equipment and software 3—7 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017: Fair Value Measurement as of December 31, 2018 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ - $ - $ 50 Total $ 50 $ - $ - $ 50 Liabilities: Warrant liability $ - $ - $ 98 $ 98 Total $ - $ - $ 98 $ 98 Fair Value Measurement as of December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 16 $ 16 Total $ - $ - $ 16 $ 16 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consist of the following: December 31, 2018 2017 (in thousands) Insurance $ 347 $ 253 Sponsored research 149 - Annual contracts 37 16 Other current assets 90 106 Total prepaid expenses and other current assets $ 623 $ 375 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consist of the following: December 31, 2018 2017 (in thousands) Leasehold improvements $ 584 $ 584 Furniture, machinery and equipment 1,417 1,350 Computer equipment and software 477 464 Total property, plant and equipment 2,478 2,398 Less: accumulated depreciation (1,999 ) (1,766 ) Property, plant and equipment, net $ 479 $ 632 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued and other current liabilities consist of the following: December 31, 2018 2017 (in thousands) Payroll $ 113 $ 145 Audit expenses 110 133 Advisory costs 79 25 Legal fees 40 - Research costs 26 64 Other current liabilities 36 16 Total accrued and other current liabilities $ 404 $ 383 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrant Liability [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The Company has re-measured the liability to estimated fair value at inception, prior to modification and at each reporting date using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions for estimating fair value of warrants modified during the three months ended Assumptions for estimating fair value on reporting dates of September 30, 2017 June 30, 2017 December 31, 2018 December 31, 2017 Risk-free interest rate 1.89 % 1.77 % 2.46 % 2.09 % Expected volatility 82.3 % 82.4 % 121.9 % 85.0 % Expected term (in years) 4.6 4.6 3.1 4.1 Expected dividend yield - - - - Exercise price $ 8.00 $ 10.00 $ 8.00 $ 8.00 Market value of common stock $ 8.20 $ 6.60 $ 2.06 $ 0.87 Warrants to purchase shares of common stock 100,101 824,442 92,212 92,212 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents a reconciliation of the Company’s warrant liabilities for the years ended December 31, 2018 and 2017: Warrant Liability (in thousands) Balance at December 31, 2016 $ 605 Issuance of warrants 3,787 Reclassification of warrant liability to additional paid in capital upon modification (3,746 ) Reclassification of warrant liability to additional paid in capital upon exercise (581 ) Change in fair value upon re-measurement (1) (49 ) Balance at December 31, 2017 16 Change in fair value upon re-measurement 82 Balance at December 31, 2018 $ 98 (1) Issuance costs allocated to the warrant liability issued in 2017 amounted to $385 and have been included in the change in fair value of the warrant liability in the accompanying consolidated statements of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income taxes for the years ended December 31, 2018 and 2017 differed from the amount computed by applying the U.S. federal income tax rate of 21 % for 2018 and 34 % for 2017 to pre-tax loss as a result of the following: Years ended December 31, 2018 2017 (in thousands) Computed “expected” income tax benefit $ (1,581 ) $ (4,051 ) Change in deferred income tax rate - 5,652 State income tax benefit, net of federal income tax benefit (476 ) (716 ) Permanent items, primarily change in fair value of warrants and non-deductible share-based compensation 24 143 Tax credits (224 ) (452 ) Share-based compensation 1,531 - Adjustment of prior year income tax 55 729 Change in valuation allowance 671 (1,305 ) Total income taxes $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred tax asset are as follows: Years ended December 31, 2018 2017 (in thousands) Deferred tax assets: Operating loss and credit carryforwards $ 11,184 $ 6,819 Capitalized research and development 2,680 4,939 Stock-based compensation 696 2,021 Other - 56 Total deferred tax assets 14,560 13,835 Less: valuation allowance (14,506 ) (13,835 ) Deferred tax assets 54 - Deferred tax liability: Excess tax over book depreciation (54 ) - Total deferred tax liability (54 ) - $ - $ - |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Preferred Stock [Member] | |
Schedule of Stock by Class [Table Text Block] | The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2018: Authorized Issued Outstanding Undesignated Preferred Stock 984,000 - - Series B Convertible Preferred Stock (1) 1,000,000 695,857 - Series C Convertible Preferred Stock (2) 4,000 - - Series D Convertible Preferred Stock (3) 12,000 3,108 - The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2017: Authorized Issued Outstanding Undesignated Preferred Stock 984,000 - - Series B Convertible Preferred Stock (1) 1,000,000 695,857 - Series C Convertible Preferred Stock (2) 4,000 - - Series D Convertible Preferred Stock 12,000 3,108 3,108 (1) The Company issued 695,857 shares of its Series B convertible preferred stock in February 2015, which were subsequently converted into common stock during the year ended December 31, 2015. (2) The Company designated the Series C convertible preferred stock in August 2017, but did not issue any Series C convertible preferred shares. (3) On May 29, 2018, the holders of Series D preferred stock exercised their right to convert all of the 3,108 outstanding shares of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) - Biostage 2013 Equity Incentive Plan [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Stock Based Compensation [Line Items] | |
Share-based Compensation, Activity [Table Text Block] | Stock option activity under the Plan for the year ended December 31, 2018 was as follows: Amount Weighted-average exercise price Weighted-average contractual life Outstanding at December 31, 2017 167,474 $ 45.84 6.99 Granted 1,481,475 2.82 Canceled (70,966 ) 20.83 Outstanding at December 31, 2018 1,577,983 $ 6.58 9.16 Options exercisable 287,745 $ 21.59 7.95 Options vested and expected to vest 1,564,804 $ 6.44 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average assumptions for valuing those options granted were as follows: Year Ended December 31, 2018 2017 Volatility 95.50 % 79.21 % Risk-free interest rate 2.70 % 2.27 % Expected holding period 5.88 years 6.31 years Dividend yield n/a n/a |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Share-based compensation expense related to both the Plan and the Harvard Bioscience Plan for the years ended December 31, 2018 and 2017 was allocated as follows: Years Ended December 31, 2018 2017 (in thousands) Research and development $ 245 $ 276 Selling, general and administrative 510 417 Total stock-based compensation $ 755 $ 693 |
Restricted Stock Units (RSUs) [Member] | |
Stock Based Compensation [Line Items] | |
Share-based Compensation, Activity [Table Text Block] | The following table summarizes the Company’s unvested restricted stock unit activity under the Plan for the year ended December 31, 2018: Amount Grant date fair value Unvested at December 31, 2017 14,875 $ 7.68 Granted - - Canceled (912 ) 7.68 Vested (6,228 ) 7.68 Unvested at December 31, 2018 7,735 $ 7.68 |
Net loss per Share (Tables)
Net loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic and diluted net loss per share was calculated as follows: Years Ended December 31, 2018 2017 (in thousands, except per share data) Net loss $ (7,529 ) $ (11,916 ) Weighted average shares outstanding 4,463 1,797 Net loss per share – basic and diluted $ (1.69 ) $ (6.63 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2018 and 2017 because including them would have had an anti-dilutive effect: Years Ended December 31, 2018 2017 Series D convertible preferred stock - 1,554,000 Unvested restricted common stock units 7,735 14,875 Warrants to purchase common stock 4,178,647 4,103,647 Options to purchase common stock 1,577,983 167,474 Total 5,764,365 5,839,996 |
Other Expense (Tables)
Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Other expense consisted of the following for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 (in thousands) Other expense: Loss on disposal of equipment $ (7 ) $ (111 ) Total other expense $ (7 ) $ (111 ) |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2019 | Oct. 31, 2013 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 27, 2017 | |
Overview And Basis Of Presentation [Line Items] | ||||||
Common Stock, Shares, Issued | 5,669,645 | 2,507,304 | 518,000 | |||
Retained Earnings (Accumulated Deficit) | $ (55,763) | $ (48,234) | ||||
Cash | $ 1,305 | $ 4,038 | ||||
Harvard Bioscience Plan [Member] | ||||||
Overview And Basis Of Presentation [Line Items] | ||||||
Proceeds from Contributions from Parent | $ 15,000 | |||||
Subsequent Event [Member] | ||||||
Overview And Basis Of Presentation [Line Items] | ||||||
Common Stock, Shares, Issued | 500,000 | |||||
Proceeds from Issuance of Common Stock | $ 1,000 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of expected useful life or lease term |
Computer Equipment And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 7 years |
Computer Equipment And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | 13 Months Ended | ||
Oct. 26, 2018 | Dec. 31, 2018 | Mar. 28, 2019 | Jan. 02, 2019 | Dec. 31, 2017 | |
Basic And Diluted Earnings Per Share [Line Items] | |||||
Maximum Research And Development Expenses Reimbursement | $ 225,000 | ||||
Research and Development Arrangement, Contract to Perform for Others, Description and Terms | On October 26, 2018, the Company was awarded Phase II of the SBIR grant for $1.1 million to support development, testing, and translation to the clinic through September 2019. The Phase II grant includes an additional $0.5 million for future period support through September 2020, subject to availability of funding and satisfactory progress on the project. Accordingly, the SBIR grant has the potential to provide a total award of approximately $1.8 million. | ||||
Restricted Cash, Current | $ 50,000 | $ 0 | |||
Accounting Standards Update 2016-02 [Member] | Subsequent Event [Member] | |||||
Basic And Diluted Earnings Per Share [Line Items] | |||||
Operating Lease, Right-of-Use Asset | $ 200,000 | ||||
Phase One [Member] | |||||
Basic And Diluted Earnings Per Share [Line Items] | |||||
Grant Income Recognized | 225,000 | ||||
Phase Two [Member] | |||||
Basic And Diluted Earnings Per Share [Line Items] | |||||
Grant Income Recognized | $ 176,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 50 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 98 | $ 16 | $ 605 |
Warrant [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 98 | 16 | |
Restricted cash [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 50 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 50 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Restricted cash [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 50 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Restricted cash [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 98 | 16 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 98 | $ 16 | |
Fair Value, Inputs, Level 3 [Member] | Restricted cash [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Insurance | $ 347 | $ 253 |
Sponsored research | 149 | 0 |
Annual contracts | 37 | 16 |
Other current assets | 90 | 106 |
Total prepaid expenses and other current assets | $ 623 | $ 375 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 2,478 | $ 2,398 |
Less: accumulated depreciation | (1,999) | (1,766) |
Property, plant and equipment, net | 479 | 632 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 584 | 584 |
Furniture, machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,417 | 1,350 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 477 | $ 464 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation | $ 261 | $ 413 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payroll | $ 113 | $ 145 |
Audit expenses | 110 | 133 |
Advisory costs | 79 | 25 |
Legal fees | 40 | 0 |
Research costs | 26 | 64 |
Other current liabilities | 36 | 16 |
Total accrued and other current liabilities | $ 404 | $ 383 |
Warrant Liability (Details)
Warrant Liability (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 27, 2017 | |
Risk-free interest rate | 2.46% | 2.09% | |||
Expected volatility | 121.9 | 85 | |||
Expected term (in years) | 3 years 1 month 6 days | 4 years 1 month 6 days | |||
Expected dividend yield | 0.00% | 0.00% | |||
Exercise price | $ 8 | $ 8 | $ 2 | ||
Market value of common stock | $ 2.06 | $ 0.87 | |||
Warrants to purchase shares of common stock | 92,212 | 92,212 | 3,108,000 | ||
Assumption For Estimating Fair Value Warrants Modification [Member] | |||||
Risk-free interest rate | 1.89% | 1.77% | |||
Expected volatility | 82.3 | 82.4 | |||
Expected term (in years) | 4 years 7 months 6 days | 4 years 7 months 6 days | |||
Expected dividend yield | 0.00% | 0.00% | |||
Exercise price | $ 8 | $ 10 | |||
Market value of common stock | $ 8.20 | $ 6.60 | |||
Warrants to purchase shares of common stock | 100,101 | 824,442 |
Warrant Liability (Details 1)
Warrant Liability (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Beginning Balance | $ 16 | $ 605 | |
Issuance of warrants | 3,787 | ||
Reclassification of warrant liability to additional paid in capital upon modification | 0 | (3,746) | |
Reclassification of warrant liability to additional paid in capital upon exercise | 0 | (581) | |
Change in fair value upon re-measurement | 82 | (49) | [1] |
Ending Balance | $ 98 | $ 16 | |
[1] | Issuance costs allocated to the warrant liability issued in 2017 amounted to $385 and have been included in the change in fair value of the warrant liability in the accompanying consolidated statements of operations. |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | |
Warrants To Be Modified, Number | 952,184 | 952,184 | |
Adjustments to Additional Paid in Capital, Warrants Modified | $ 3,700 | ||
Warrants To Be Re-measured, Number | 92,213 | ||
Class of Warrant or Right, Issuance Cost | $ 385 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Exercises in Period | 132,367 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 03, 2018 | Oct. 31, 2017 | |
Loss Contingencies [Line Items] | |||||
Operating Leases, Rent Expense, Net | $ 102,000 | $ 59,000 | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 102,000 | ||||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 42,000 | ||||
Share Price | $ 2.06 | $ 0.87 | |||
Common Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share Price | $ 2 | ||||
First Pecos, LLC [Member] | |||||
Loss Contingencies [Line Items] | |||||
Private Placement Shares to be Issued | 485,000 | ||||
Precentage of Company Common Stock | 19.90% | ||||
Loss Contingencies | $ 500,000 | ||||
First Pecos, LLC [Member] | Common Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share Price | $ 6.30 | ||||
First Pecos, LLC [Member] | Preferred Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Share Price | $ 1,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Computed "expected" income tax benefit | $ (1,581) | $ (4,051) |
Change in deferred income tax rate | 0 | 5,652 |
State income tax benefit, net of federal income tax benefit | (476) | (716) |
Permanent items, primarily change in fair value of warrants and non-deductible share-based compensation | 24 | 143 |
Tax credits | (224) | (452) |
Share-based compensation | 1,531 | 0 |
Adjustment of prior year income tax | 55 | 729 |
Change in valuation allowance | 671 | (1,305) |
Total income taxes | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Operating loss and credit carryforwards | $ 11,184 | $ 6,819 |
Capitalized research and development | 2,680 | 4,939 |
Stock-based compensation | 696 | 2,021 |
Other | 0 | 56 |
Total deferred tax assets | 14,560 | 13,835 |
Less: valuation allowance | (14,506) | (13,835) |
Deferred tax assets | 54 | 0 |
Deferred tax liability: | ||
Excess tax over book depreciation | (54) | 0 |
Total deferred tax liability | (54) | 0 |
Deferred Tax Net | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |
Decrease in Deferred Tax Assets | $ 5,800,000 | |
Decrease in Deferred Tax Assets, Valuation Allowance | 0 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 700,000 | $ 1,100,000 |
Operating Loss Carryforwards | 8,100,000 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 34,400,000 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,200,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 34,000,000 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 600,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Compensation And Employee Benefit [Line Items] | ||
Defined Contribution Plan, Cost | $ 95,000 | $ 100,000 |
Preferred Stock (Details)
Preferred Stock (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 27, 2017 | ||
Series B Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | [1] | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued | [1] | 695,857 | 695,857 | ||
Preferred Stock, Shares Outstanding | [1] | 0 | 0 | ||
Series C Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | [2] | 4,000 | 4,000 | ||
Preferred Stock, Shares Issued | [2] | 0 | 0 | ||
Preferred Stock, Shares Outstanding | [2] | 0 | 0 | ||
Undesignated Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 984,000 | 984,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Series D Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 12,000 | [3] | 12,000 | ||
Preferred Stock, Shares Issued | 3,108 | [3] | 3,108 | 3,108,000 | |
Preferred Stock, Shares Outstanding | 0 | 3,108 | |||
[1] | The Company issued 695,857 shares of its Series B convertible preferred stock in February 2015, which were subsequently converted into common stock during the year ended December 31, 2015. | ||||
[2] | The Company designated the Series C convertible preferred stock in August 2017, but did not issue any Series C convertible preferred shares. | ||||
[3] | On May 29, 2018, the holders of Series D preferred stock exercised their right to convert all of the 3,108 outstanding shares of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. |
Preferred Stock (Details Textua
Preferred Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 03, 2018 | Jun. 29, 2018 | May 29, 2018 | May 23, 2018 | Feb. 20, 2018 | Dec. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2015 | |
Adjustments to Additional Paid in Capital, Warrant Issued | $ 2,100 | $ 51 | $ 2,106 | |||||||
Common Stock, Shares, Issued | 518,000 | 5,669,645 | 2,507,304 | |||||||
Common Stock, Par or Stated Value Per Share | $ 2 | $ 0.01 | $ 0.01 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,108,000 | 92,212 | 92,212 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | $ 8 | $ 8 | |||||||
Proceeds from Issuance of Private Placement | $ 900 | $ 3,600 | $ 3,600 | $ 4,100 | $ 5,322 | $ 6,801 | ||||
Conversion of Stock, Shares Converted | 3,108,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | |||||||||
Shares Issued, Price Per Share | $ 3.60 | $ 3.60 | $ 3.60 | |||||||
Conversion of Stock, Shares Issued | 1,554,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 800 | $ 3,400 | $ 3,400 | $ 1,000 | 5,271 | 3,891 | ||||
Private Placement [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 1,000,000 | 302,115 | |||||||
Common Stock [Member] | ||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | $ 0 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 75,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | 1,603,000 | 1,518,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 16 | $ 15 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Issued | 695,857 | |||||||||
Series D Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Issued | 3,108,000 | 3,108 | [1] | 3,108 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 0.01 | $ 0.01 | |||||||
Conversion of Stock, Shares Converted | 3,108,000 | 3,108 | ||||||||
Conversion of Stock, Shares Issued | 1,554,000 | |||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Conversion of Stock, Shares Converted | 1,554,000 | |||||||||
[1] | On May 29, 2018, the holders of Series D preferred stock exercised their right to convert all of the 3,108 outstanding shares of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. |
Common Stock (Details Textual)
Common Stock (Details Textual) - USD ($) | Jan. 03, 2018 | Feb. 10, 2017 | Jun. 29, 2018 | May 29, 2018 | May 23, 2018 | Feb. 20, 2018 | Dec. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||||
Common Stock, Shares, Issued | 518,000 | 5,669,645 | 2,507,304 | ||||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||||||
Shares Issued, Price Per Share | $ 3.60 | $ 3.60 | $ 3.60 | ||||||
Share Price | $ 2.06 | $ 0.87 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,108,000 | 92,212 | 92,212 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | $ 8 | $ 8 | ||||||
Stock Issued During Period, Value, New Issues | $ 800,000 | $ 3,400,000 | $ 3,400,000 | $ 1,000,000 | $ 5,271,000 | $ 3,891,000 | |||
Common Stock, Shares Authorized | 120,000,000 | 120,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 2 | $ 0.01 | $ 0.01 | ||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 3,600,000 | $ 3,600,000 | $ 4,100,000 | $ 5,322,000 | $ 6,801,000 | |||
Conversion of Stock, Shares Converted | 3,108,000 | ||||||||
Conversion of Stock, Shares Issued | 1,554,000 | ||||||||
Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||
Proceeds from Issuance of Common Stock | $ 6,800,000 | ||||||||
Share Price | $ 8 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | ||||||||
Stock Issued During Period, Value, New Issues | $ 8,000,000 | ||||||||
Purchase Agreement [Member] | Placement Agent [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||
Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 1,000,000 | 302,115 | ||||||
Proceeds from Issuance of Common Stock | $ 100,000 | ||||||||
Share Price | $ 3.31 | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,500 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 4,534 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | 1,603,000 | 1,518,000 | ||||||
Share Price | $ 2 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 75,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | ||||||||
Stock Issued During Period, Value, New Issues | $ 16,000 | $ 15,000 | |||||||
Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 3,108,000 | 3,108 | |||||||
Conversion of Stock, Shares Issued | 1,554,000 | ||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 1,554,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Biostage 2013 Equity Incentive Plan [Member] - $ / shares | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount, Outstanding at December 31, 2017 | 167,474 | ||
Amount, Granted | 1,600,000 | 1,481,475 | |
Amount, Canceled | (70,966) | ||
Amount, Outstanding at December 31, 2018 | 1,577,983 | 167,474 | |
Amount, Options exercisable | 287,745 | ||
Amount, Options vested and expected to vest | 1,564,804 | ||
Weighted-average exercise price, Outstanding at December 31, 2017 | $ 45.84 | ||
Weighted-average exercise price, Granted | 2.82 | ||
Weighted-average exercise price, Canceled | 20.83 | ||
Weighted-average exercise price, Outstanding at December 31, 2018 | 6.58 | $ 45.84 | |
Weighted-average exercise price, Options exercisable | 21.59 | ||
Weighted-average exercise price, Options vested and expected to vest | $ 6.44 | ||
Weighted-average contractual life,Outstanding | 9 years 1 month 28 days | 6 years 11 months 26 days | |
Weighted-average contractual life, Options exercisable | 7 years 11 months 12 days |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - Biostage 2013 Equity Incentive Plan [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 95.50% | 79.21% |
Risk-free interest rate | 2.70% | 2.27% |
Expected holding period | 5 years 10 months 17 days | 6 years 3 months 22 days |
Dividend yield | 0.00% | 0.00% |
Share-Based Compensation (Det_3
Share-Based Compensation (Details 2) - Biostage 2013 Equity Incentive Plan [Member] - $ / shares | 1 Months Ended | 12 Months Ended |
May 31, 2018 | Dec. 31, 2018 | |
Amount, Granted | 1,600,000 | 1,481,475 |
Restricted Stock Units (RSUs) [Member] | ||
Amount, Unvested at December 31, 2017 | 14,875 | |
Amount, Granted | 0 | |
Amount, Canceled | (912) | |
Amount, Vested | (6,228) | |
Amount, Unvested at December 31, 2018 | 7,735 | |
Grant date fair value, Unvested at December 31, 2017 | $ 7.68 | |
Grant date fair value, Granted | 0 | |
Grant date fair value, Canceled | 7.68 | |
Grant date fair value, Vested | 7.68 | |
Grant date fair value, Unvested at December 31, 2018 | $ 7.68 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 3) - Harvard Bioscience Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 755 | $ 693 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 245 | 276 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 510 | $ 417 |
Share-Based Compensation (Det_5
Share-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Price | $ 2.06 | $ 0.87 | |
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 583,921 | ||
Biostage 2013 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.38 | $ 5.56 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,098,000 | 498,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,600,000 | 1,481,475 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,400,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 25 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | ||
Share Price | $ 2.06 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,577,983 | 167,474 |
Net loss per Share (Details)
Net loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (7,529) | $ (11,916) |
Weighted average shares outstanding | 4,463 | 1,797 |
Net loss per share - basic and diluted | $ (1.69) | $ (6.63) |
Net loss per Share (Details 1)
Net loss per Share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,764,365 | 5,839,996 |
Series D Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,554,000 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,735 | 14,875 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,178,647 | 4,103,647 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,577,983 | 167,474 |
Headcount Reduction (Details Te
Headcount Reduction (Details Textual) | 2 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2017USD ($) | Mar. 31, 2018 | Dec. 31, 2018USD ($) | |
Restructuring and Related Cost, Expected Number of Positions Eliminated | 20 | ||
Restructuring Costs | $ 99,000 | ||
Restructuring and Related Cost, Description | In addition, officers of the Company agreed to a temporary reduction in their salaries, by 50%, effective November 2017. | ||
Percentage Of Salary Of Officers On Contracted Rate | 80.00% | ||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 104,000 |
Other Expense (Details)
Other Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other expense: | ||
Loss on disposal of equipment | $ (7) | $ (111) |
Total other expense | $ (7) | $ (111) |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 03, 2017 | |
Related Party Transaction [Line Items] | ||||
Due from Related Parties, Current | $ 0.3 | |||
Product Distribution Agreement Term | 10 years | |||
Harvard Bioscience [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Contributions from Parent | $ 15 | |||
Accrued Rent, Current | $ 0.1 | |||
Accounts Receivable [Member] | Harvard Bioscience [Member] | ||||
Related Party Transaction [Line Items] | ||||
Concentration Risk, Percentage | 100.00% |
Subsequent events (Details Text
Subsequent events (Details Textual) - USD ($) | 1 Months Ended | |
Jan. 31, 2019 | Jun. 29, 2018 | |
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 250,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 500,000 | |
Proceeds from Warrant Exercises | $ 1,000,000 |