Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018 | |
Document And Entity Information | |
Entity Registrant Name | Hancock Jaffe Laboratories, Inc. |
Entity Central Index Key | 0001661053 |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement is a combined prospectus relating to: The resale of up to 308,224 shares of common stock that the registrant issued upon the conversion of certain convertible notes, the resale of such shares of common stock having been previously registered on this Registration Statement. The resale of up to 294,455 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock at an exercise price of $4.20 per share originally issued to the holders and the placement agent of the convertible notes, the resale of such shares of common stock having been previously registered on this Registration Statement. The primary issuance by the registrant of up to 1,314,286 shares of common stock issuable upon exercise of the warrants issued by the registrant in the registrant's initial public offering, the primary issuance of such shares of common stock having been previously registered in the IPO Registration Statement. The primary issuance of up to 65,714 shares of common stock issuable upon exercise of the warrants issued to the underwriters as compensation in the registrant's initial public offering, the primary issuance of such shares of common stock having been previously registered in the IPO Registration Statement. The primary issuance of up to 410,714 shares of common stock issuable upon exercise of the warrants issued by the registrant in the registrant's initial public offering, the primary issuance of such shares of common stock having been previously registered in the IPO Registration Statement. The primary issuance of up to 20,536 shares of common stock issuable upon exercise of the warrants issued to the underwriters as compensation in the registrant's initial public offering, the primary issuance of such shares of common stock having been previously registered in the IPO Registration Statement. The resale of up to 1,369,823 shares of common stock that the registrant issued upon the conversion of certain convertible notes, the resale of such shares of common stock having been previously registered on the IPO Registration Statement. The resale of up to 1,443,186 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock, the resale of such shares of common stock having been previously registered on the IPO Registration Statement. The resale of up to 62,500 shares of common stock held by certain selling stockholders, the resale of such shares of common stock having been previously registered on the IPO Registration Statement. This Registration Statement, which is Post-Effective Amendment No. 1 to the Registration Statement, also constitutes Post-Effective Amendment No. 1 to the IPO Registration Statements, and such Post-Effective Amendment No. 1 to the IPO Registration Statements shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act. |
Document Period End Date | Dec. 31, 2018 |
Entity Filer Category | Non-accelerated Filer |
Trading Symbol | HJLI |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 2,740,645 | $ 77,688 |
Accounts receivable, net | 32,022 | 35,181 |
Prepaid expenses and other current assets | 64,306 | 57,544 |
Total Current Assets | 2,836,973 | 170,413 |
Property and equipment, net | 26,153 | 23,843 |
Intangible assets, net | 666,467 | 1,109,410 |
Deferred offering costs | 880,679 | |
Security deposits and other assets | 29,843 | 30,543 |
Total Assets | 3,559,436 | 2,214,888 |
Current Liabilities: | ||
Accounts payable | 1,077,122 | 1,451,244 |
Accrued expenses and other current liabilities | 412,871 | 903,594 |
Accrued interest - related parties | 20,558 | |
Convertible notes payable, net of debt discount | 1,574,832 | |
Convertible note payable - related party | 499,000 | |
Notes payable | 275,000 | |
Notes payable - related party | 270,038 | |
Deferred revenue - related party | 33,000 | 103,400 |
Derivative liabilities | 3,076,918 | |
Total Liabilities | 1,522,993 | 8,174,584 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficiency): | ||
Preferred stock, par value $0.00001, 10,000,000 shares authorized: no shares issued or outstanding | ||
Common stock, par value $0.00001, 50,000,000 shares authorized, 11,722,647 and 6,133,678 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 117 | 61 |
Additional paid-in capital | 50,598,854 | 24,389,307 |
Accumulated deficit | (48,562,528) | (35,519,819) |
Total Stockholders' Equity (Deficiency) | 2,036,443 | (11,130,451) |
Total Liabilities, Temporary Equity and Stockholders' Equity (Deficiency) | 3,559,436 | 2,214,888 |
Redeemable Convertible Series A Preferred Stock [Member] | ||
Current Liabilities: | ||
Redeemable Convertible Preferred Stock | 3,935,638 | |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Current Liabilities: | ||
Redeemable Convertible Preferred Stock | $ 1,235,117 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 11,722,647 | 6,133,678 |
Common stock, shares outstanding | 11,722,647 | 6,133,678 |
Redeemable Convertible Series A Preferred Stock [Member] | ||
Redeemable preferred stock, par value | $ 0.00001 | $ 0.00001 |
Redeemable preferred stock, shares issued | 0 | 1,005,700 |
Redeemable preferred stock, shares outstanding | 0 | 1,005,700 |
Redeemable preferred stock, liquidation preference | $ 0 | $ 10,801,863 |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Redeemable preferred stock, par value | $ 0.00001 | $ 0.00001 |
Redeemable preferred stock, shares issued | 0 | 253,792 |
Redeemable preferred stock, shares outstanding | 0 | 253,792 |
Redeemable preferred stock, liquidation preference | $ 0 | $ 3,103,416 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total Revenues | $ 186,552 | $ 422,111 |
Cost of revenues | 419,659 | |
Gross Profit | 186,552 | 2,452 |
Selling, general and administrative expenses | 6,482,953 | 5,455,963 |
Research and development expenses | 1,238,749 | 649,736 |
Loss on Impairment of intangible asset | 319,635 | |
Loss from Operations | (7,854,785) | (6,103,247) |
Other Expense (Income): | ||
Amortization of debt discount | 6,562,736 | 1,710,130 |
(Gain) on extinguishment of convertible notes payable | (1,481,317) | (257,629) |
Interest expense, net | 298,161 | 209,506 |
Change in fair value of derivative liabilities | (191,656) | 26,215 |
Total Other Expense (Income) | 5,187,924 | 1,688,222 |
Net Loss | (13,042,709) | (7,791,469) |
Deemed dividend to preferred stockholders | (3,310,001) | (459,917) |
Net Loss Attributable to Common Stockholders | $ (16,352,710) | $ (8,251,386) |
Net Loss Per Basic and Diluted Common Share: | $ (1.75) | $ (1.35) |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 9,362,474 | 6,126,824 |
Product Sales [Member] | ||
Revenues: | ||
Total Revenues | $ 184,800 | |
Royalty Income [Member] | ||
Revenues: | ||
Total Revenues | 116,152 | 137,711 |
Contract Research - Related Party [Member] | ||
Revenues: | ||
Total Revenues | $ 70,400 | $ 99,600 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficiency) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2016 | $ 61 | $ 23,508,930 | $ (27,728,350) | $ (4,219,359) | |
Balance, shares at Dec. 31, 2016 | 6,123,481 | ||||
Exchange of accrued interest for common stock | 1,973 | 1,973 | |||
Exchange of accrued interest for common stock, shares | 197 | ||||
Stock-based compensation: Amortization of stock options | 801,624 | 801,624 | |||
Stock-based compensation: Common stock issued to consultants | 76,780 | 76,780 | |||
Stock-based compensation: Common stock issued to consultants, shares | 10,000 | ||||
Net loss | (7,791,469) | (7,791,469) | |||
Balance at Dec. 31, 2017 | $ 61 | 24,389,307 | (35,519,819) | (11,130,451) | |
Balance, shares at Dec. 31, 2017 | 6,133,678 | ||||
Common stock issued in initial public offering | [1] | $ 17 | 6,082,427 | 6,082,444 | |
Common stock issued in initial public offering, shares | [1] | 1,725,000 | |||
Derivative liabilities reclassified to equity | 3,594,002 | 3,594,002 | |||
Redeemable convertible preferred stock converted to common stock | $ 18 | 5,170,737 | 5,170,755 | ||
Redeemable convertible preferred stock converted to common stock, shares | 1,743,231 | ||||
Common stock issued in connection with May Bridge Notes | $ 1 | 228,965 | 228,966 | ||
Common stock issued in connection with May Bridge Notes, shares | 55,000 | ||||
Common stock issued in satisfaction of Advisory Board fees payable | 90,000 | 90,000 | |||
Common stock issued in satisfaction of Advisory Board fees payable, shares | 30,000 | ||||
Common stock issued upon conversion of convertible debt and interest | $ 17 | 8,252,669 | 8,252,686 | ||
Common stock issued upon conversion of convertible debt and interest, shares | 1,650,537 | ||||
Common stock issued upon conversion of related party convertible debt and interest | $ 1 | 517,741 | 517,742 | ||
Common stock issued upon conversion of related party convertible debt and interest, shares | 120,405 | ||||
Common stock issued upon exchange of related party notes payable and interest | 150,553 | 150,553 | |||
Common stock issued upon exchange of related party notes payable and interest, shares | 35,012 | ||||
Common stock issued in satisfaction of deferred salary | 200,000 | 200,000 | |||
Common stock issued in satisfaction of deferred salary, shares | 44,444 | ||||
Stock-based compensation: Amortization of stock options | 864,625 | 864,625 | |||
Stock-based compensation: Common stock issued to consultants | $ 2 | 878,828 | 878,830 | ||
Stock-based compensation: Common stock issued to consultants, shares | 185,340 | ||||
Stock-based compensation: Warrants granted to consultants | 179,000 | 179,000 | |||
Net loss | (13,042,709) | (13,042,709) | |||
Balance at Dec. 31, 2018 | $ 117 | $ 50,598,854 | $ (48,562,528) | $ 2,036,443 | |
Balance, shares at Dec. 31, 2018 | 11,722,647 | ||||
[1] | net of offering costs of $2,542,555 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Deficiency) (Parenthetical) - USD ($) | Dec. 31, 2018 | Jun. 04, 2018 | Dec. 31, 2017 |
Net offering cost | $ 880,679 | ||
Initial Public Offering [Member] | |||
Net offering cost | $ 2,542,555 | $ 2,542,555 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash Flows from Operating Activities | |||
Net loss | $ (13,042,709) | $ (7,791,469) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount | 6,562,736 | 1,710,130 | |
Gain on extinguishment of convertible notes payable | (1,481,317) | (257,629) | |
Stock-based compensation | 1,922,455 | 878,404 | |
Depreciation and amortization | 133,419 | 139,213 | |
Change in fair value of derivatives | (191,656) | 26,215 | |
Loss on Impairment | 319,635 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 3,159 | (11,681) | |
Inventory | 90,908 | ||
Prepaid expenses and other current assets | (6,762) | (11,495) | |
Security deposit and other assets | 700 | (700) | |
Accounts payable | (294,122) | 545,385 | |
Accrued expenses | (210,976) | 377,079 | |
Deferred revenue - related party | (70,400) | 103,400 | |
Total adjustments | 6,686,871 | 3,589,229 | |
Net Cash Used in Operating Activities | (6,355,838) | (4,202,240) | |
Cash Flows from Investing Activities | |||
Collection of receivable for sale of assets | 166,250 | ||
Issuance of note receivable to related party | (160,000) | ||
Receipts from collections of note receivable to related party | 160,000 | ||
Advances to related party | (206,000) | ||
Receipts from repayment of related party advances | 216,000 | ||
Purchase of property and equipment | (12,422) | (10,938) | |
Net Cash (Used in) Provided by Investing Activities | (12,422) | 165,312 | |
Cash Flows from Financing Activities | |||
Proceeds from initial public offering, net | [1] | 7,657,427 | |
Initial public offering costs paid in cash | (706,596) | (209,964) | |
Proceeds from issuance of notes payable | 275,000 | ||
Repayments of notes payable | (1,125,000) | ||
Proceeds from issuance of note payable to related party | 311,000 | ||
Repayments of notes payable - related party | (120,864) | (174,734) | |
Proceeds from issuance of notes payable, net of commission | 722,500 | ||
Proceeds from issuance of convertible notes, net | [2] | 2,603,750 | 2,564,400 |
Proceeds from issuance of redeemable Series B preferred stock and warrant, net | [3] | 1,292,400 | |
Net Cash Provided by Financing Activities | 9,031,217 | 4,058,102 | |
Net Increase in Cash and Cash Equivalents | 2,662,957 | 21,174 | |
Cash and cash equivalents - Beginning of year | 77,688 | 56,514 | |
Cash and cash equivalents - End of year | 2,740,645 | 77,688 | |
Supplemental Disclosures of Cash Flow Information: | |||
Cash Paid During the Period For: Interest, net | 286,551 | 105,938 | |
Non-Cash Investing and Financing Activities | |||
Conversion of convertible note payable - related party and accrued interest into common stock | 517,742 | ||
Exchange of note payable - related party and accrued interest into common stock | 150,553 | 1,973 | |
Fair value of placement agent warrants issued in connection with preferred stock offering included in derivative liabilities | 57,283 | ||
Fair value of warrants issued in connection with convertible debt included in derivative liabilities | 1,046,763 | 870,966 | |
Embedded conversion option in convertible debt included in derivative liabilities | 1,239,510 | 2,349,560 | |
Derivative liabilities reclassified to equity | 6,059,823 | ||
Conversion of convertible notes payable and accrued interest into common stock | 5,743,391 | ||
Conversion of preferred stock into common stock | $ 5,170,755 | ||
[1] | Net of offering costs paid from escrow of $967,573 | ||
[2] | Net of cash offering costs of $186,100 | ||
[3] | Net of cash offering costs of $175,196 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) - Initial Public Offering [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net of offering costs paid from escrow | $ 967,573 | |
Net of cash offering costs | $ 186,100 | $ 175,196 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations Hancock Jaffe Laboratories, Inc. (“Hancock Jaffe” or the “Company”) is a development stage company developing biologic-based solutions that are designed to be life sustaining or life enhancing for patients with cardiovascular disease, and peripheral arterial and venous disease. HJLI’s products are being developed to address large unmet medical needs by either offering treatments where none currently exist or by substantially increasing the type of treatment. Our two lead products which we are developing are the VenoValve®, a porcine based device to be surgically implanted in the deep venous system of the leg to treat a debilitating condition called chronic venous insufficiency (“CVI”), and the CoreoGraft®, a bovine based conduit to be used to revascularize the heart during coronary artery bypass graft (“CABG”) surgeries. Our third product is a Bioprosthetic Heart Valve (“BHV”) which has the potential to be used for pediatric heart valve recipients. All of our current products are being developed for approval by the U.S. Food and Drug Administration (“FDA”). Our current business model is to license, sell, or enter into strategic alliances with large medical device companies with respect to our products, either prior to or after FDA approval. The Company also realizes sub-contract manufacturing and royalty revenue from sales of the ProCol® Vascular Bioprosthesis for hemodialysis patients with end stage renal disease, which has been approved by the FDA, as well as revenue from research and development services performed on behalf of Hancock Jaffe Laboratory Aesthetics, Inc. (“HJLA”), (in which the Company owns a minority interest as described in Note 4 to the Financial Statements – Significant Accounting Policies - Investments |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2018 | |
Initial Public Offering | |
Initial Public Offering | Note 2 - Initial Public Offering On May 30, 2018, the Company’s registration statement on Form S-1 relating to its initial public offering of its common stock (the “IPO”) was declared effective by the Securities and Exchange Commission (“SEC”). The Company completed the IPO with an offering of 1,500,000 units (the “Units”) at $5.00 per unit on June 4, 2018, each consisting of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and a warrant to purchase one share of common stock with an exercise price of $6.00 per share. Aggregate gross proceeds from the IPO were $7,500,000, before underwriting discounts and commissions. On June 8, 2018, the underwriters notified the Company of their exercise in full of their option to purchase an additional 225,000 Units (the “Additional Units”) to cover over-allotments. On June 12, 2018, the underwriters purchased the Additional Units at the IPO price of $5.00 per Unit, generating $1,125,000 in gross proceeds before underwriting discounts and commissions. |
Going Concern and Management's
Going Concern and Management's Liquidity Plan | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management' s Liquidity Plan | Note 3 – Going Concern and Management’s Liquidity Plan The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern for the next twelve months from the filing of this Form 10-K. The Company incurred a net loss of $13,042,709 during the year ended December 31, 2018 and had an accumulated deficit of $48,562,528 at December 31, 2018. Cash used in operating activities was $6,355,838 for the year ended December 31, 2018. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of the financial statements. As of December 31, 2018, the Company had a cash balance of $2,740,645 and working capital of $1,313,980. The Company expects to continue incurring losses for the foreseeable future and will need to raise additional capital to sustain its operations, pursue its product development initiatives and penetrate markets for the sale of its products. Management believes that the Company could have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means. However, there is a material risk that the Company will be unable to raise additional capital or obtain new financing when needed on commercially acceptable terms, if at all. The inability of the Company to raise needed capital would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to curtail or discontinue its operations, liquidate and/or seek reorganization in bankruptcy. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 4 – Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates and assumptions include the valuation allowance related to the Company’s deferred tax assets, and the valuation of warrants and derivative liabilities. Deferred Offering Costs Deferred offering costs, which primarily consist of direct, incremental professional fees relating to the IPO, have been capitalized within non-current assets and were offset against the IPO proceeds upon the consummation of the IPO. Deferred offering costs of $2,542,555, consisting primarily of legal, accounting and underwriting fees of which $880,679 of the deferred offering costs were incurred in 2017, and the full amount was charged to additional paid in capital upon the consummation of the IPO on June 4, 2018. Investments Equity investments over which the Company exercises significant influence, but does not control, are accounted for using the equity method, whereby investment accounts are increased (decreased) for the Company’s proportionate share of income (losses), but investment accounts are not reduced below zero. The Company holds a 28.5% ownership investment, consisting of founders’ shares acquired at nominal cost, in HJLA. To date, HJLA has recorded cumulative losses. Since the Company’s investment is recorded at $0, the Company has not recorded its proportionate share of HJLA’s losses. If HJLA reports net income in future years, the Company will apply the equity method only after its share of HJLA’s net income equals its share of net losses previously incurred. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, which range from 5 to 7 years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. Impairment of Long-lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices available in active markets for identical assets or liabilities trading in active markets. Level 2 Observable inputs other than quoted prices included in Level 1, such as quotable prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. Financial instruments, including accounts receivable and accounts payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company’s other financial instruments include notes payable, the carrying value of which approximates fair value, as the notes bear terms and conditions comparable to market for obligations with similar terms and maturities. Derivative liabilities are accounted for at fair value on a recurring basis. The fair value of derivative liabilities as of December 31, 2018 and December 31, 2017, by level within the fair value hierarchy appears below: Description: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liabilities - Preferred Stock Series A Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 541,990 Derivative liabilities - Preferred Stock Series B Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 60,551 Derivative liabilities - Convertible Debt Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 1,298,012 Derivative liabilities - Convertible Debt Embedded Conversion Feature December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 1,176,365 The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Derivative Liabilities Balance – January 1, 2017 $ 551,351 Issuance of derivative liabilities - common stock Series B warrants 57,283 Issuance of derivative liabilities - convertible debt warrants 1,268,177 Issuance of derivative liabilities - convertible debt conversion feature 2,349,560 Extinguishment of derivative liabilities - convertible debt conversion feature (1,175,668 ) Change in fair value of derivative liabilities 26,215 Balance - December 31, 2017 3,076,918 Issuance of derivative liabilities - convertible debt warrants 1,942,362 Issuance of derivative liabilities - convertible debt embedded conversion feature 3,652,588 Extinguishment of derivative liabilities upon debt modification (2,420,390 ) Change in fair value of derivative liabilities (191,656 ) Extinguishment of derivative liabilities upon conversion of debt (2,465,820 ) Reclassification of warrant derivatives to equity (3,594,002 ) Balance - December 31, 2018 $ - Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of its Series A and Series B Preferred Stock (together, the “Preferred Stock”). Preferred stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable preferred stock (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, preferred stock is classified as permanent equity. As of the issuance date, the carrying amount of the Preferred Stock was less than the redemption value. If the Company were to determine that redemption was probable, the carrying value would be increased by periodic accretions such that the carrying value would equal the redemption amount at the earliest redemption date. Such accretion would be recorded as a preferred stock dividend (see Note 12 to the Financial Statements – Temporary Equity). Derivative Liabilities Derivative financial instruments are recorded as a liability at fair value and are marked-to-market as of each balance sheet date. The change in fair value at each balance sheet date is recorded as a change in the fair value of derivative liabilities on the statement of operations for each reporting period. The fair value of the derivative liabilities was determined using a Monte Carlo simulation, incorporating observable market data and requiring judgment and estimates. The Company reassesses the classification of the financial instruments at each balance sheet date. If the classification changes as a result of events during the period, the financial instrument is marked to market and reclassified as of the date of the event that caused the reclassification. On June 4, 2018, in connection with the Company’s IPO, all of its previously issued convertible notes were converted and paid in full (as discussed in Note 8 to the Financial Statements - Convertible Notes and Convertible Note – Related Party), and the embedded conversion options and warrants no longer qualified as derivatives; accordingly, the derivative liabilities were remeasured to fair value on June 4, 2018 and the fair value of derivative liabilities of $3,594,002 was reclassified to additional paid in capital (see Fair Value of Financial Instruments, above). The Company recorded a gain and a loss on the change in fair value of derivative liabilities of $191,656 and $26,215 during the years ended December 31, 2018 and 2017, respectively. Convertible Notes The convertible notes payable discussed in Note 8 to the Financial Statements – Convertible Notes and Convertible Note – Related Party, had a conversion price that could be adjusted based on the Company’s stock price, which resulted in the conversion feature being recorded as a derivative liability and a debt discount. The debt discount was amortized to interest expense over the life of the respective note, using the effective interest method. On June 4, 2018, principal of $10,000 owed on the Convertible Notes was paid in cash, and all of the remaining principal and interest owed pursuant to the Convertible Notes were converted into common stock in connection with the Company’s IPO. The conversion of the Convertible Notes was deemed to be a debt extinguishment; accordingly, the warrant and embedded conversion option derivative liabilities were remeasured to fair value on June 4, 2018 and reclassified to additional paid in capital (See Derivative Liabilities, above). Net Loss per Share The Company computes basic and diluted loss per share by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period. Net loss income attributable to common stockholders consists of net loss, adjusted for the convertible preferred stock deemed dividend resulting from the 8% cumulative dividend on the Preferred Stock and the beneficial conversion feature recorded in connection with the conversion of the Preferred Stock (see Note 12 to the Financial Statements – Temporary Equity). Basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of warrants and options, plus the conversion of preferred stock or convertible notes, in the calculation of diluted net loss per common shares would have been anti-dilutive. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: For the Years Ended December 31, 2018 2017 Net loss $ (13,042,709 ) $ (7,791,469 ) Deemed dividend to Series A and B preferred stockholders (3,310,001 ) (459,917 ) Net loss attributable to common stockholders $ (16,352,710 ) $ (8,251,386 ) The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of December 31, 2018 and 2017: December 31, 2018 2017 Shares of common stock issuable upon conversion of preferred stock - 629,746 Shares of common stock issuable upon exercise of preferred stock warrants and the subsequent conversion of the preferred stock issued therewith - 50,285 Shares of common stock issuable upon the conversion of convertible debt - 229,208 Shares of common stock issuable upon exercise of warrants 3,780,571 371,216 Shares of common stock issuable upon exercise of options and restricted stock units 2,883,256 1,422,000 Potentially dilutive common stock equivalents excluded from diluted net loss per share 6,663,827 2,702,455 Revenue Recognition In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)”, or ASU 2016-12. This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue From Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In July 2015, the FASB deferred the effective date of ASU 2014-09 until annual and interim periods beginning on or after December 15, 2017. It has replaced most existing revenue recognition guidance under U.S. GAAP. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. The Company adopted Topic 606 using a modified retrospective approach and will be applied prospectively in the Company’s financial statements from January 1, 2018 forward. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did not have a material impact on the Company’s financial statements, at initial implementation nor will it have a material impact on an ongoing basis. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the Company’s revenue recognized in the accompanying statements of operations: For the Years Ended December 31, 2018 2017 Product sales $ - $ 184,800 Royalty income 116,152 137,711 Contract research - related party 70,400 99,600 Total Revenues $ 186,552 $ 422,111 Revenue from sales of products is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the product is shipped to the customer. Royalty revenue, which is based on resales of ProCol Vascular Bioprosthesis to third-parties, will be recorded when the third-party sale occurs and the performance obligation has been satisfied. Contract research and development revenue is recognized over time using an input model, based on labor hours incurred to perform the research services, since labor hours incurred over time is thought to best reflect the transfer of service. Information on Remaining Performance Obligations and Revenue Recognized from Past Performance Information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less is not disclosed. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at September 30, 2018. Contract Balances The timing of our revenue recognition may differ from the timing of payment by our customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, deferred revenue is recorded until the performance obligations are satisfied. The Company had deferred revenue of $33,000 and $103,400 as of December 31, 2018 and 2017, respectively, related to cash received in advance for contract research and development services. The Company expects to satisfy its remaining performance obligations for contract research and development services and recognize the deferred revenue over the next twelve months. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and recognized over the period services are required to be provided in exchange for the award, usually the vesting period. Forfeitures of unvested stock options are recorded when they occur. Concentrations The Company maintains cash with major financial institutions. Cash held in United States bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There were aggregate uninsured cash balances of $2,490,645 at December 31, 2018. There were no cash balances in excess of federally insured amounts at December 31, 2017. During the year ended December 31, 2017, 44% of the Company’s revenues were from the sub-contract manufacture of product for LeMaitre Vascular, Inc. (“LeMaitre”), and 33% were from royalties earned from the sale of product by LeMaitre, with whom the Company entered a three-year Post-Acquisition Supply Agreement effective March 18, 2016. During the year ended December 31, 2018, 62% of the Company’s revenues were from royalties earned from the sale of product by LeMaitre. The three-year Post-Acquisition Supply Agreement from which the Company earns royalty from the sale of product by LeMaitre ends on March 18, 2019. The Company did not recognize any subcontract manufacturing revenues during the year ended December 31, 2018. During the years ended December 31, 2018 and 2017, 38% and 24%, respectively, of the Company’s revenues were earned from contract research and development services performed for HJLA. Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date the financial statements were issued. Based upon the evaluation and transactions, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 17 to the Financial Statements - Subsequent Events. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. As a result of the new standard, all of our leases greater than one year in duration will be recognized in our Balance Sheets as both operating lease liabilities and right-of-use assets upon adoption of the standard. We will adopt the standard using the prospective approach. Upon adoption, we expect to record approximately $1.1 million in right-of-use assets and operating lease liabilities in our Balance Sheets. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230)” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 requires adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the fair value, vesting conditions or classification of the award changes, modification accounting will apply. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2017-09 did not have a material impact on the Company’s financial statements. On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which simplifies accounting for share-based payment transactions resulting for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard was adopted effective April 1, 2018, using the modified retrospective approach; however, the Company did not identify or record any adjustments to the opening balance of retained earnings on adoption. The new standard did not have a material impact on the Company’s financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment As of December 31, 2018 and 2017, property and equipment consist of the following: December 31, 2018 2017 Lab equipment $ 94,905 $ 120,861 Furniture and fixtures 93,417 93,417 Computer software and equipment 26,830 14,409 Leasehold improvements 158,092 158,092 373,244 386,779 Less: accumulated depreciation (347,091 ) (362,936 ) Property and equipment, net $ 26,153 $ 23,843 During the year ended December 31, 2017, the Company wrote off $25,956 of fully depreciated lab equipment that was no longer in use. Depreciation and amortization expense amounted to $10,112 and $15,905 for the years ended December 31, 2018 and 2017, respectively. Depreciation and amortization expense is reflected in general and administrative expenses in the accompanying statements of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets On May 10, 2013, the Company purchased a patent related to heart valve bioprosthesis technology. The patent expires on July 9, 2027. On April 1, 2016, the Company acquired the exclusive rights to develop and manufacture a derma filler product for which HJLA holds a patent, for aggregate consideration of $445,200. (See Note 11 to the Financial Statements – Commitments and Contingencies - Development and Manufacturing Agreement As of December 31, 2018 and 2017, the Company’s intangible assets consisted of the following: December 31, 2018 2017 Patent $ 1,100,000 $ 1,100,000 Right to develop and manufacture - 445,200 1,100,000 1,545,200 Less: accumulated amortization (433,533 ) (435,790 ) Total $ 666,467 $ 1,109,410 Amortization expense charged to operations for the years ended December 31, 2018 and 2017 was $123,308 and $123,308, respectively, and is reflected in general and administrative expense in the accompanying statements of operations. The estimated future amortization of Patent is as follows: For the Years Ended December 31, Patent 2019 $ 77,647 2020 77,647 2021 77,647 2022 77,647 2023 77,647 Thereafter 278,232 $ 666,467 The remaining amortization period of the Patent is 8.5 years as of December 31, 2018 and has no residual value. |
Accrued Expenses and Accrued In
Accrued Expenses and Accrued Interest - Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Accrued Interest - Related Party | Note 7 – Accrued Expenses and Accrued Interest – Related Party As of December 31, 2018 and 2017, accrued expenses consist of the following: December 31, 2018 2017 Accrued compensation costs $ 288,549 $ 556,118 Accrued professional fees 55,300 235,654 Deferred rent 22,473 4,978 Accrued interest - 101,050 Accrued franchise taxes 26,985 - Accrued research and development 17,064 - Other accrued expenses 2,500 5,794 Accrued expenses $ 412,871 $ 903,594 Included in accrued compensation costs in the table above is accrued severance expense of $166,154 pursuant to the terms of the employment agreement for the Company’s prior Chief Financial Officer, who was terminated effective July 20, 2018. Accrued interest - related parties consisted of accrued interest on notes payable to the majority stockholder and to Leman Cardiovascular S.A. (see Note 9 to the Financial Statements - Notes Payable and Note Payable – Related Party) totaling, in the aggregate, $0 and $20,558 as of December 31, 2018 and 2017, respectively. |
Convertible Notes and Convertib
Convertible Notes and Convertible Note - Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Convertible Note - Related Party | Note 8 - Convertible Notes and Convertible Note – Related Party Convertible Notes During the period from June 15, 2017 through December 7, 2017, the Company issued senior secured convertible promissory notes aggregating $2,750,500. The Company incurred cash offering costs of $186,100 (including $129,030 of placement agent fees) resulting in net cash proceeds of $2,564,400. The notes, as amended on December 29, 2017 (the “2017 Convertible Notes”), matured on February 28, 2018, and bore interest at 15% per annum. The 2017 Convertible Notes included warrants exercisable for the number of shares of common stock equal to 75% of the total shares issuable upon the conversion of the related 2017 Convertible Note, at a price equal to the lesser of (i) $14.40 per share or (ii) 120% of the 2017 Conversion Price. In connection with the sale of the 2017 Convertible Notes, the Company issued five-year warrants to the placement agent for the financing for the purchase of 15,339 shares of common stock at an exercise price of $15.84 per share (see Note 14 to the Financial Statements – Warrants). The fair value of the conversion option and warrants issued in connection with the 2017 Convertible Notes had an issuance date fair value of $1,175,668 and $397,211, respectively, and the aggregate of $1,572,879 was recorded as a debt discount and a derivative liability. From January 5, 2018 through January 16, 2018, the Company issued senior secured convertible notes (the “2018 Convertible Notes”) in the aggregate amount of $2,897,500. The Company incurred cash offering costs of $293,750 (including $289,750 of placement agent fees) resulting in net cash proceeds of $2,603,750. The 2018 Convertible Notes bore interest at 15% per annum and were due on February 28, 2018 (the “Maturity Date”). The 2018 Convertible Notes include five-year warrants exercisable for the number of common stock equal to 50% of the total shares issuable upon the conversion of the 2018 Convertible Note, at a price equal to the lesser of (i) $14.40 per share or (ii) 120% of the 2018 Conversion price. In connection with the sale of the 2018 Convertible Notes, the Company agreed to issue a five-year warrant to the placement agent for the financing for the purchase of 24,146 shares of common stock, exercisable at a price equal to the 110% of the greater of (i) the price at which the securities are issued, or (ii) the exercise price of the debt holder warrants. The fair value of the conversion option and the warrants issued in connection with the 2018 Convertible Notes had an issuance date fair value of $1,239,510 and $1,046,763, respectively, and the aggregate of $2,286,273 was recorded as a debt discount and a derivative liability. The 2017 Convertible Notes and the 2018 Convertible Notes are referred to herein together as the “Convertible Notes”. On February 28, 2018, the Convertible Notes were amended such that the maturity date was extended to May 15, 2018, the 2017 Convertible Note warrants became exercisable for the number of shares of common stock equal to 100% of the total shares issuable upon the conversion of the 2017 Convertible Notes and the 2018 Convertible Note Warrants become exercisable for the number of shares of common stock equal to 75% of the total shares issuable upon the conversion on the 2018 Convertible Notes. The amendment of the Convertible Notes was deemed to be a debt extinguishment and, as a result, during the years ended December 31, 2018, the Company recognized a $1,524,791 gain on extinguishment of convertible notes payable within the accompanying statement of operations consisting of the extinguishment of $2,420,390 of derivative liabilities associated with the embedded conversion option of the extinguished Convertible Notes, partially offset by the issue date fair value of additional warrants issued (deemed to be a derivative liability) in the amount of $895,599. Additionally, the embedded conversion option within the re-issued Convertible Notes was deemed to be a derivative liability and the relative fair value was recorded as a discount in the amount of $2,413,079. On June 4, 2018, principal and interest of $10,000 and $267, respectively, were paid in cash and all remaining principal and accrued interest balances of the Convertible Notes were automatically converted into 1,650,537 shares of common stock upon the closing of the IPO at a conversion price of $3.50 per share. The conversion of the Convertible Notes was deemed to be a debt extinguishment and, as a result, the Company recognized a $43,474 loss on extinguishment of convertible notes payable within the accompanying statement of operations consisting of the fair value of the common stock issued upon the conversion of the Convertible Notes of $8,252,685, less the extinguishment of $5,743,391 of principal and interest converted and $2,465,820 of derivative liabilities associated with the embedded conversion option of the extinguished Convertible Notes. Interest expense incurred in connection with the Convertible Notes was $305,452 and $172,800 during the years ended December 31, 2018 and 2017, respectively. Convertible Note – Related Party On June 30, 2015, the Company entered into a loan agreement with its then-majority (78%) common stock shareholder, (the “2015 Note”). The 2015 Note had a maximum borrowing capacity of $2,200,000 and bore interest at 3% per annum. On April 1, 2016, the 2015 Note was amended such that the 2015 Note became convertible into shares of common stock at the option of the lender at a conversion price of $10.00 per share. During the years ended December 31, 2018 and 2017, the Company borrowed $0 and $311,000, respectively, under the 2015 Note. On April 26, 2018, the outstanding principal balance and accrued interest of the 2015 Note was converted into 120,405 shares of common stock at a conversion price of $4.30 per share. The Company incurred interest expense related to the 2015 Note of $4,613 and $13,886 during the years ended December 31, 2018 and 2017, respectively. |
Notes Payable and Note Payable
Notes Payable and Note Payable - Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable and Note Payable - Related Party | Note 9 - Notes Payable and Note Payable – Related Party Notes Payable During December 2017, the Company borrowed an aggregate of $275,000 pursuant to two promissory notes, which bore interest at 10% per annum. The notes were repaid in full during January 2018. The Company incurred interest expense of $958 and $1,188 during the year ended December 31, 2018 and 2017, respectively in connection with these notes. On May 15, 2018, the Company received aggregate proceeds of $722,500 in exchange for certain promissory notes (the “May Notes”) in the aggregate principal amount of $850,000 and 55,000 shares of the Company’s common stock, net of commissions of $27,500. The $27,500 commission and the original issue discount of $100,000 were recorded as debt discount, and the relative fair value of the common stock issued in connection with the May Notes of $228,966 was recorded as a debt discount with a corresponding credit to additional paid-in capital. The May Notes bore interest between 0-10% per annum and were repaid in full upon the consummation of the IPO on June 4, 2018. The Company incurred $4,911 of interest expense during the year ended December 31, 2018 in connection with the May Notes. Note Payable – Related Party The Company had a note payable to a related party (the “Related Party Note”), of which the Company’s Former President and Vice President of Operations were officers, and of which a member of the Company’s Board of Directors is a shareholder. The Related Party Note, as amended, bore interest at 6% per annum and matured on May 10, 2018. On April 26, 2018, the outstanding principal balance and accrued interest of the Related Party Note was amended such that the note became convertible into common stock at a conversion price of $4.30, and on the same day, principal and interest in the aggregate of $150,553 due in connection with the Related Party Note was converted into 35,012 shares of common stock. The Company incurred interest expense of $4,078 and $21,283 during the years ended December 31, 2018 and 2017, respectively, in connection with the Related Party Note. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes The following summarizes the Company’s income tax provision (benefit): For the Years Ended December 31, 2018 2017 Federal: Current $ - $ - Deferred (1,710,997 ) (138,931 ) State and local: Current - - Deferred (570,332 ) (479,833 ) (2,281,329 ) (618,764 ) Change in valuation allowance 2,281,329 618,764 Income tax provision (benefit) $ - $ - The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the year’s ended December 31, 2018 and 2017 is as follows: For the Years Ended December 31, 2018 2017 Tax benefit at federal statutory rate (21.0 )% (34.0 )% State taxes, net of federal benefit (7.0 )% (6.0 )% Permanent differences 11.4 % 9.4 % True up adjustments (0.9 )% 1.3 % Effect of change in tax rate 0.0 % 21.3 % Change in valuation allowance 17.5 % 7.9 % Effective income tax rate (0.0 )% (0.0 )% Significant components of the Company’s deferred tax assets at December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,298,599 $ 3,122,308 Research and development credit carryforwards 185,680 185,680 Intangible assets 152,109 48,629 Property and equipment 30,957 34,974 Accrued salaries - 106,400 Stock-based compensation 526,945 419,868 Deferred rent 6,292 1,394 Impairment loss 136,612 136,612 Total gross deferred tax assets 6,337,194 4,055,865 Less: valuation allowance (6,337,194 ) (4,055,865 ) Total $ - $ - Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards and other pre-change tax attributes to offset its post-change income taxes may be limited. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations due to a greater than 50% ownership change in 2018. At December 31, 2018 and 2017, the Company had post-ownership change net operating loss carryforwards for federal and state income tax purposes of approximately $17.4 million and $11.1 million, respectively. Pre-2018 federal and state net operating loss (“NOL”) carryovers may be carried forward for twenty years and begin to expire in 2026. Under the Tax Act, post-2017 federal NOLs can be carried forward indefinitely and the annual limit of deduction equals 80% of taxable income. However, to the extent the Company utilizes its NOL carryforwards in the future, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities of the future period tax return in which the attribute is utilized. The Company also has federal research and development tax credit carryforwards of approximately $0.2 million which begin to expire in 2027. The Company files income tax returns in the U.S. federal jurisdiction as well as California and local jurisdictions and is subject to examination by those taxing authorities. The Company’s federal, state and local income taxes for the years beginning in 2015 remain subject to examination. No tax audits were initiated during 2018 or 2017. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2018 and 2017. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statements of operations. New tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”, was enacted on December 22, 2017, which, among things, reduced the United States corporate income tax rate from 35% to 21%. Pursuant to ASC 740, Accounting for Income Taxes, the Company was required to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions of the Tax Act is for tax years beginning after December 31, 2017. The change in tax law required the Company to remeasure existing net deferred tax assets using the lower rate in the period of enactment, resulting in a reduction of the deferred tax asset balance as of December 31, 2017 by $1.7 million. Due to the Company’s full valuation allowance position, there was no net impact on the Company’s income tax provision at December 31, 2017 as the reduction in the deferred tax asset balance was fully offset by a corresponding decrease in the valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigations Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. On September 25, 2018, ATSCO, Inc., filed a complaint with the Superior Court seeking payment of $809,520 plus legal costs for disputed invoices to the Company dated from 2015 to June 30, 2018. The Company had entered into a Services and Material Supply Agreement (“Agreement”), dated March 4, 2016 to supply porcine and bovine tissue. The Company is disputing the amount owed and that the Agreement called for a fixed monthly fee regardless of tissue delivered. The Company believes it has numerous defenses and rights of setoff including without limitation: that ATSCO had an obligation to mitigate the fees when they were not delivering tissues and not incurring any costs; $173,400 of the amount that ATSCO is seeking are for invoices to Hancock Jaffe Laboratory Aesthetics, Inc. (in which the Company owns a minority interest of 28.0% as described in Note 4 to the Financial Statements – Significant Accounting Policies - Investments On October 8, 2018, Gusrae Kaplan Nusbaum PLLC (“Gusrae”) filed a complaint with the Supreme Court of the State of New York seeking payment of $178,926 plus interest and legal costs for invoices to the Company dated from November 2016 to December 2017. In July 2016, the Company retained Gusrae to represent the Company in connection with certain specific matters. The Company believes that Gusrae has not applied all of the payments made by the Company along with billing irregularities and errors and is disputing the amount owed. The Company recorded the disputed invoices in accounts payable and as of December 31, 2018, the Company has fully accrued for the outstanding claim against the Company. The Company has been contacted by an individual that claims to be owed a fee for introducing the Company to Alexander Capital. The Company has conducted its own factual investigation and legal analysis and believes that the claim is without merit. The individual has threatened to file a lawsuit, and in the event that a lawsuit is filed, the Company would have numerous defenses including without limitation that the individual was unlicensed to provide the services he alleges he provided. Property Lease Obligation On or about July 1, 2010, the Company’s seven-year lease for 14,507 square foot industrial building located in Orange County, California became effective. The lease required a $26,113 security deposit and the prepayment of the first month’s rent at the inception of the lease. Monthly rent payments under the lease at the inception of the lease were $21,761 and payments increase by 5% every 24 months. Payments under the lease also include real estate taxes not to exceed $7,254 per month. The lease expired on June 30, 2017. The Company rented the building on a month-to-month basis from July 1, 2017 through September 30, 2017. On September 20, 2017, the Company entered into an agreement to renew the lease effective October 1, 2017. The lease renewal has a five-year term. Rent expense pursuant to the lease is $26,838 per month for the first year and increases by 3% on each anniversary of the lease inception date. As of December 31, 2018, remaining future minimum lease payments under the lease are $1,304,847. On May 1, 2016, the Company’s entered into a one-year lease of an apartment located in Irvine, California for the chairman of the Company’s board of directors, who resides in Switzerland. The lease required a $3,720 security deposit and the monthly rent payments under the lease were $1,860. The lease expired on April 30, 2017 and the Company is currently renting the apartment on a month-to-month basis at $2,010 per month. Future minimum lease payments under the Company’s operating leases are as follows: For The Years Ending December 31, Amount 2019 $ 334,203 2020 344,229 2021 354,561 2022 271,854 Total 1,304,847 The Company recognizes rent expense on a straight-line basis over the term of the respective lease. Differences between the straight-line rent expenses and rent payments are included in accrued expenses on the accompanying balance sheets. Rent expense for the years ended December 31, 2018 and 2017 was $348,227 and $418,358, respectively. Development and Manufacturing Agreement On April 1, 2016, the Company entered into a development and manufacturing agreement with HJLA, pursuant to which: (1) the Company paid $445,200 for the exclusive right to provide development and manufacturing services to HJLA for a period of ten years (see Note 6 to the Financial Statements – Intangible Assets), and (2) the Company has the right to purchase up to 484,358 shares of common stock of HJLA at $8.66 per share for an aggregate purchase price of $4,194,540 through April 1, 2021. Through the date these financial statements were available to be issued, no shares were purchased pursuant to this agreement. Employment Agreements Chief Executive Officer On March 20, 2018, the Company entered into an Amendment to Employment Agreement (the “Employment Amendment”) with the Company’s then Chief Executive Officer (the “Old CEO”), pursuant to which the Old CEO was removed from the position of Chief Executive Officer of the Company and was appointed to serve as the Company’s Chief Medical Officer Outside of the United States. The Employment Amendment represented a change in position only; all other terms and conditions of the Old CEO’s Employment Agreement with the Company remained in effect. Further, on March 20, 2018, the employment of the Company’s then Co-Chief Executive Officer was terminated without cause, and the Company entered into an Employment Agreement (the “New CEO Agreement”) with Robert Berman (the “New CEO”) under which he serves as the Company’s Chief Executive Officer. The New CEO Agreement provides for an annual base salary of $400,000 as well as standard employee insurance and other benefits. Pursuant to the New CEO Agreement, the New CEO is eligible for annual salary increases at the discretion of the Company’s Board of Directors as well as annual bonus payments of up to 50% of base salary, as determined by the Compensation Committee of the Board of Directors. The New CEO Agreement provides for severance payments equal to six months of base salary in the event of termination without cause, severance payments equal to one year of base salary if such termination occurs on or after the two-year anniversary of the effective date of the New CEO Agreement and severance payments equal to two years of base salary if such termination occurs within 24 months of a change in control of the Company. In addition, in connection with the New CEO Agreement, the New CEO received an option for the purchase of up to 6.5% of the Company’s common stock on a fully-diluted basis as of the date of the IPO. The New CEO’s employment with the Company is “at-will”, and may be terminated at any time, with or without cause and with or without notice by either the New CEO or the Company. Chief Financial Officer On July 16, 2018, the Company entered into an employment agreement with Mr. Robert Rankin (the “CFO Employment Agreement”) under which he serves as the Company’s Chief Financial Officer. The CFO Employment Agreement provides for an annual base salary of $250,000 as well as standard employee insurance and other benefits. Pursuant to the CFO Employment Agreement, Mr. Rankin is eligible for annual salary increases at the discretion of the Company’s Board of Directors as well as an annual year-end discretionary bonus of up to 30% of his base salary, subject to the achievement of key performance indicators, as determined by the Board and the Chief Executive Officer of the Company in their sole discretion. The CFO Employment Agreement provides for severance payments in the event of termination without Cause or he resigns for Good Reason, as defined in the CFO Agreement, equal to three months of base salary for each year that he has been employed by the Company at the time of termination, up to a total of one year of his base salary, provided, that if such termination results from a Change of Control, as defined in the CFO Employment Agreement, Mr. Rankin’s severance will not be less than six months of his base salary. In addition, in connection with the CFO Employment Agreement, Mr. Rankin received an initial equity grant of an option (the “CFO Option”) to purchase up to 150,000 shares of the Company’s common stock. 50,000 of the shares will vest on the first anniversary of Mr. Rankin’s employment with the Company, and the remaining 100,000 shares will vest on a quarterly basis over the following two-year period, provided that all unvested shares will immediately vest upon a Change of Control. The CFO Option will have an exercise price per share equal to $2.98, the last reported sale price of the Company’s common stock on the Nasdaq Capital Market on July 16, 2018, the date of the grant. Mr. Rankin’s employment with the Company is “at-will”, and may be terminated at any time, with or without cause and with or without notice by either Mr. Rankin or the Company. R&D Agreement On October 2, 2018, The Company entered into an Agreement with the Texas Heart Institute for the development of the Company’s CoreoGraft product to be used for coronary artery bypass surgery. The Company estimates the initial feasibility study will cost approximately $200,000. The agreement will terminate on August 31, 2019 and may be extended by mutual consent. |
Temporary Equity
Temporary Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Temporary Equity | Note 12 – Temporary Equity On March 1, 2017, the Company filed a second amended and restated certificate of incorporation, to increase the number of the Company’s authorized shares of preferred stock to 6,000,000, to designate 1,300,000 shares of the Company’s authorized preferred stock as Series A preferred Stock, or Series A preferred stock, and set forth the rights, preferences and privileges of the Company’s Series A preferred stock. On June 8, 2017, the Company filed a third amended and restated certificate of incorporation to revise certain protective voting provisions afforded to the holders of the Company’s preferred stock. On the same date, the Company filed a certificate of designation, preferences, rights and limitations of Series B convertible preferred stock, to designate 2,000,000 shares of the Company’s authorized preferred stock as Convertible Series B Preferred Stock, or Series B preferred stock, and set forth the rights, preferences and privileges of the Company’s Series B preferred stock. The Company’s Preferred Stock had certain redemption rights that were considered by the Company to be outside of the Company’s control. Accordingly, the Series A Preferred Stock and Series B Preferred Stock are presented as temporary equity on the Company’s balance sheets for December 31, 2017. The Series A and Series B Preferred Stock were convertible at the option of the holder at a conversion price of $10.00 and $12.00 per share, respectively, which was reduced to $4.30 and $4.50 per share, respectively, if the conversion resulted from a mandatory IPO conversion. On June 4, 2018, all Series A and Series B Preferred Stock and dividends in arrears of $911,151 and $107,556, respectively, were mandatorily converted into 1,743,231 shares of common stock, upon the completion of the IPO (see Note 2 to the Financial Statements – Initial Public Offering). In connection with the mandatory conversion of the Preferred Stock, the Company recorded a deemed dividend of $3,087,591 equal to the number of additional shares of common stock issued upon conversion of the Preferred Stock resulting from the reduction in the conversion price upon the mandatory IPO conversion, multiplied times the fair value of the common stock on the commitment date. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | Note 13 – Common Stock On October 31, 2017, our Board of Directors approved a 1 for 2 reverse stock split of the Company’s common stock, which was effected on December 14, 2017. Per share and share amounts presented herein have been adjusted for all periods presented to give retroactive effect to the aforementioned stock splits. The Company completed the IPO via an issuance of common stock and warrants on June 4, 2018 (see Note 2 to the Financial Statements - Initial Public Offering). In connection with the IPO, on June 1, 2018, the Company filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware and adopted the Amended and Restated Bylaws (the “Restated Bylaws”). The Company’s Board of Directors and stockholders previously approved the Restated Certificate and the Restated Bylaws to be effective immediately prior to the closing of the IPO. Pursuant to the Restated Certificate, the Company is authorized to issue an aggregate of 60,000,000 shares of stock, of which 50,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. On April 26, 2018, the Company issued 44,444 shares of common stock with an aggregate fair value of $200,000, in satisfaction of deferred salary to its Chief Medical Officer Outside the United States. On June 18, 2018, the Company issued 30,000 shares of common stock with an aggregate fair value of $90,000, in satisfaction of fees payable to its Medical Advisory Board and granted 160,000 shares of immediately vested common stock with an aggregate fair value of $798,400 to certain consultants. On June 18, 2018, the Company also granted 20,000 shares of common stock to a consultant with a fair value of $99,800, which per the Consulting Agreement with the consultant will vest monthly over next twelve months. However, the Company terminated the Consulting Agreement with that consultant as of December 26, 2018. Per the Agreement, the 6,137 unvested shares are to be returned to the Company by the consultant. The Company recognized $69,176 of stock-based compensation expense related to the vested shares of common stock in 2018. On May 1, 2018, Dr Broennimann entered into a Service Agreement to perform the role of Chief Medical Officer (Out of US) for a fee of $15,000 monthly provided that the Company may, at its sole option, elect to pay 25% of the monthly fee in company common stock with the number of common stock determined by dividing the 25% of the monthly fee by the closing price of the Company’s common stock on the 2 nd |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Warrants | Note 14 - Warrants During the years ended December 31, 2018 and 2017, the Company issued five-year warrants in connection with the issuance of the Convertible Notes (see Note 8 to the Financial Statements – Convertible Notes and Convertible Note – Related Party) for the purchase of 1,441,298 shares of common stock and issued five-year warrants for the purchase of 138,392 shares of common stock to the placement agents. In connection with the IPO, the exercise price of the warrants issued to investors and the placement agent in connection with the Convertible Notes became fixed at $4.20 per share and $4.62 per share, respectively, pursuant to the terms of the warrants. On June 4, 2018, the Company issued five-year warrants for the purchase of 1,725,000 shares of common stock at an exercise price of $6.00 per share to purchasers of Units in the IPO and issued five-year warrants for the purchase of 75,000 shares of common stock at an exercise price of $6.25 to the underwriter for the IPO. Further, in connection with the IPO, warrants for the purchase of 100,570 shares of Series A Preferred Stock were amended such that they became exercisable for the purchase of 116,912 shares of common stock at an exercise price of $4.30 per share. The amendment was accounted for as a modification of a stock award. The Company determined that there was no incremental increase in the fair value for the amendment of the award and accordingly there was no charge to the statement of operations for the years ended December 31, 2018. On June 18, 2018, the Company issued five-year warrants for the purchase 100,000 shares of common stock to certain consultants. The warrants vested immediately, were exercisable at $4.99 per share and had a grant date fair value of $179,000 using the Black-Scholes pricing model, with the following assumptions used: stock price of $4.93, risk free interest rate of 2.67-2.80%, expected term of 3-5 years, volatility of 42.6% and an annual rate of quarterly dividends of 0%. A summary of warrant activity during the years ended December 31, 2018 and 2017 is presented below: Series A Preferred Stock Common Stock Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2017 100,570 $ 5.00 416,666 12.00 Issued [1] 204,550 12.00 Exercised Cancelled (250,000 ) Outstanding, January 1, 2018 100,570 $ 5.00 371,216 $ 12.00 Issued - - 3,292,443 6.09 Exercised - - - - Cancelled - - - - Amendment of placement agent warrants [2] (100,570 ) 5.00 116,912 4.30 Outstanding, December 31, 2018 - $ - - $ - 3,780,571 $ 5.48 [3] 4.1 $ - Exercisable, December 31, 2018 - $ - - $ - 3,780,571 $ 5.48 4.1 $ - [1] Warrants granted in 2017 consist of Series B warrants for purchase of 17,303 shares, convertible note debt holder warrants for purchase of 171,908 shares and convertible note placement agent warrants for purchase of 15,339 shares of common stock. [2] In connection with the IPO, placement agent warrants for the purchase of Series A Preferred Stock were amended such that the warrants became exercisable for the number of common stock that would have been issued upon the exercise of the Series A warrant and subsequent conversion to common stock upon the consummation of the IPO. The exercise price was amended to the price equal to the total proceeds that would have been required upon the exercise of the original warrant, divided by the amended number of warrant shares. The amendment was accounted for as a modification of a stock award. The Company determined that there was no incremental increase in the fair value for the amendment of the award and accordingly there was no charge to the statement of operations for the years ended December 31, 2018. [3] Pursuant to the terms of the warrant, the exercise price of the warrants issued to investors and the placement agent in connection with the sale of the Convertible Notes became fixed at $4.20 per share and $4.62 per share, respectively, at the date of the IPO, based upon the price of stock issued in the IPO. A summary of outstanding and exercisable warrants as of December 31, 2018 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 12.00 Common Stock 183,969 4.5 183,969 $ 6.25 Common Stock 75,000 4.4 75,000 $ 6.00 Common Stock 1,725,000 4.4 1,725,000 $ 4.99 Common Stock 100,000 4.5 100,000 $ 4.62 Common Stock 138,392 3.9 138,392 $ 4.30 Common Stock 116,912 2.1 116,912 $ 4.20 Common Stock 1,441,298 3.8 1,441,298 3,780,571 3,780,571 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 15 – Stock Based Compensation Omnibus Incentive Plan On November 21, 2016, the board of directors approved the Company’s 2016 Omnibus Incentive Plan, which enables the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other share based awards and cash awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2016 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be 110% of the fair market value on the date of the grant. The 2016 Plan is to be administered by the Board, which shall have discretion over the awards and grants thereunder. No awards may be issued after November 21, 2026. On December 11, 2017 the board of directors approved an amendment to the 2016 Omnibus Incentive Plan, whereby the number of common shares reserved for issuance under the plan was increased from 1,650,000 to 2,500,000. On April 26, 2018, our board of directors and our stockholders adopted and approved the Amended and Restated 2016 Omnibus Incentive Plan (the “2016 Plan”), whereby the number of common shares reserved for issuance under the plan was increased from 2,500,000 to 4,500,000, plus an annual increase on each anniversary of April 26, 2018 equal to 3% of the total issued and outstanding shares of our common stock as of such anniversary (or such lesser number of shares as may be determined by our board of directors). Stock Options On June 18, 2018, the Company granted non-qualified stock options for the purchase of 80,000 shares of common stock at an exercise price of $4.93 to members of its Medical Advisory Board. The options have a ten-year term and vest monthly over two years. The options had grant date fair value of $2.21 per share for an aggregate grant date fair value of $176,800, using the Black Scholes method with the following assumptions used: stock price of $4.93, risk-free interest rate of 2.85%, volatility of 42.6%, annual rate of quarterly dividends of 0%, and a contractual term of six years. On July 16, 2018, in connection with the CFO Employment Agreement, the Company granted non-qualified stock options for the purchase of 150,000 shares of common stock at an exercise price of $2.98 to its CFO, Mr. Rankin. The options have a ten-year term and 50,000 of the shares will vest on the first anniversary of Mr. Rankin’s employment with the Company, and the remaining 100,000 shares will vest on a quarterly basis over the following two-year period. The options had grant date fair value of $1.10 per share for an aggregate grant date fair value of $165,000, using the Black Scholes method with the following assumptions used: stock price of $2.98, risk-free interest rate of 2.76%, volatility of 35.6%, annual rate of quarterly dividends of 0%, and a contractual term of 5.3 years. On September 24, 2018, the Board of Directors of the Company approved the grant of a ten-year option to purchase an aggregate of 1,080,207 shares of the Company’s common stock at an exercise price of $4.99 per share (the “Option”) to its CEO, Robert Berman, which Option was issued pursuant to the terms of that certain employment agreement, dated March 30, 2018 (the “Effective Date”), between Mr. Berman and the Company (the “Employment Agreement”). The grant of the Option was in fulfillment of the express terms of the previously agreed to Employment Agreement. The Employment Agreement provides that Mr. Berman is entitled to receive an equity grant of an option to purchase up to 6.5% of the Company’s common stock outstanding on a fully diluted basis at the closing of the IPO. The shares subject to the Option will vest over a period of 2 years, with 1/5th of the shares subject to the Option having vested on the Effective Date (the “Initial Vesting”) and the remaining shares vesting in substantially equal monthly installments during the twenty-four (24) month period following the Effective Date and ending March 30, 2020. The Option had grant date fair value of $0.47 per share for an aggregate grant date fair value of $507,697, using the Black-Scholes method with the following assumptions used: stock price of $4.99, risk-free interest rate of 2.97%, volatility of 35.3%, annual rate of quarterly dividends of 0%, and a contractual term of 5.2 years. On October 1, 2018, Robert Anderson, Robert Doyle and Steven Girgenti (“Resigning Directors”) resigned as Directors of our Board. Effective upon their resignation, each of the Resigning Directors received a grant of 10,000 options to purchase shares of our common stock at an exercise price of $2.90, the closing price of our common stock on October 1, 2018. All of these options were vested in full as of the date of grant. The Option had grant date fair value of $0.50 per share for an aggregate grant date fair value of $15,000, using the Black-Scholes method with the following assumptions used: stock price of $1.97, risk-free interest rate of 2.89%, volatility of 36.1%, annual rate of quarterly dividends of 0%, and a contractual term of 5.5 years. Per the Amended and Restated 2016 Omnibus Incentive Plan, the options that were awarded and had vested to the Resigning Directors prior to their resignation would have to be exercised within 90 days of their resignation date or be forfeited. As part of their resignation agreement, all options granted to the Resigning Directors before their resignation date were modified such that they can be exercised by the Resigning Directors for a 10 year period from their original issuance dates. These options are treated as a modification and valued in accordance with FASB ASC Topic 718. The 40,000 options to purchase shares of our common stock issued to each of the Resigning Directors in 2017 at an exercise price of $12.00 per share were valued at $.10 per share as of the date of the modification for an aggregate grant date fair value of $12,000, using the Black-Scholes method with the following assumptions used: stock price of $2.90, risk-free interest rate of 2.96%, volatility of 36.1%, annual rate of quarterly dividends of 0%, and a contractual term of 5.0 years. The 3,000 options to purchase shares of our common stock issued to each of our former directors Robert Doyle and Robert Anderson in 2017 at an exercise price of $7.00 per share were valued at $.32 per share as of the date of the modification for an aggregate grant date fair value of $1,920 using the Black-Scholes method with the following assumptions used: stock price of $2.90, risk-free interest rate of 2.96%, volatility of 36.1%, annual rate of quarterly dividends of 0%, and a contractual term of 5.0 years. Under the Company’s A summary of the option activity during the years ended December 31, 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2018 1,422,000 $ 10.16 Granted 1,520,207 4.46 Forfeited (146,500 ) 10.00 Outstanding, December 31, 2018 2,795,707 $ 7.07 9.0 $ - Exercisable, December 31, 2018 1,865,604 $ 8.50 8.4 $ - A summary of outstanding and exercisable options and Restricted Stock units as of December 31, 2018 is presented below: Options Outstanding Options Exercisable Exercise Price Exercisable Into Outstanding Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 12.00 Common Stock 120,000 8.7 120,000 $ 10.00 Common Stock 1,149,500 7.8 1,149,500 $ 7.00 Common Stock 6,000 8.9 6,000 $ 4.99 Common Stock 1,080,207 9.7 540,104 $ 4.93 Common Stock 80,000 9.5 20,000 $ 2.98 Common Stock 150,000 9.5 - $ 2.90 Common Stock 30,000 9.9 30,000 $ 2.57 Common Stock 180,000 9.9 - Total 2,795,707 1,865,604 The Company recognized stock-based compensation related to stock options of $864,626 and $801,624 during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, there was $758,012 of unrecognized stock-based compensation expense related to outstanding stock options that will be recognized over the weighted average remaining vesting period of 1.6 years. The employment of William Abbott, our prior Chief Financial Officer was terminated effective July 20, 2018. Pursuant to the provisions of the 2016 Omnibus Incentive Plan and terms and conditions of his stock option Award Agreement, the non-exercisable portion of his option grant or 14,649 expired upon his termination and the exercisable portion or 131,851 options remained exercisable for 90 days following his termination. The prior Chief Financial Officer failed to exercise his exercisable options within the 90 day period and they were forfeited as of October 18, 2018. Susan Montoya, our Senior Vice President of Operations and Quality Assurance/Regulatory Affairs resigned as of November 15, 2018 from the Company. Pursuant to the provisions of the 2016 Omnibus Incentive Plan and terms and conditions of her stock option Award Agreement, the exercisable portion or 818,500 options remained exercisable for 90 days following her resignation date. Ms. Montoya failed to exercise her exercisable options within the 90 day period and they were forfeited as of February 13, 2019. Restricted Stock Units Under the Company’s Restricted Stock Units Outstanding Restricted Stock Units Exercisable Grant Date Closing Stock Price Exercisable Into Outstanding Number of Units Weighted Average Remaining Life In Years Exercisable Number of Units $ 1.97 Common Stock 87,549 9.9 - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 – Related Party Transactions Contract & Research Revenue – Related Party During the years ended December 31, 2018 and 2017, the Company recognized $70,400 and $99,600, respectively of revenue for contract research services provided pursuant to a Development and Manufacturing Agreement with HJLA dated April 1, 2016. Advances to Related Party During the year ended December 31, 2017, the Company paid $206,000 as short-term advances to HJLA, and received repayments from HJLA of $216,000. The balance of advances outstanding as of December 31, 2017 was $0. Loan Receivable - Related Party On June 15, 2017, the Company entered into a promissory note agreement (the “Note Receivable”) with HJLA, pursuant to which the Company loaned $160,000 to HJLA. The Note Receivable bears interest at 15% per annum, and all unpaid principal and interest was due on September 15, 2017. During the year ended December 31, 2017, the note principal, along with $6,685 of accrued interest was repaid in full. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events On January 2, 2019, H. Chris Sarner began her employment with the Company as our Vice President Regulatory Affairs and Quality Assurances and entered into an employment agreement with the Company which provides for an annual base salary of $225,000 as well as standard employee insurance and other benefits. Pursuant to this agreement, Ms. Sarner is eligible for annual salary increases at the sole discretion of our Chief Executive Officer. Per her employment agreement, Ms. Sarner was granted stock options for the right to purchase 150,000 shares at an exercise price of $1.59, equal to the closing price of our common stock on February 7, 2019, the date that the Board approved the option grant. The options vest quarterly, over a 3 year period, with a 1 year cliff. The stock options were granted in accordance with our Amended and Restated 2016 Omnibus Incentive Plan. Ms. Sarner’s employment with the Company is “at-will”, and may be terminated at any time, with or without cause and with or without notice by either Ms. Sarner or the Company. On January 3, 2019, the Company entered into an Agreement (“Alere Agreement”) with Alere Financial Partners, a division of Cova Capital Partners LLC (“Alere”) for Alere to provide capital markets advisory services. The Alere Agreement is on a month to month basis that can be cancelled by either party with thirty (30) days advance notice. The Company will pay a monthly fee of $7,500 and will issue 35,000 warrants to Alere with a strike price of $1.59, equal to the closing price of the Company’s common stock on February 7, 2019, the date of approval by the Company’s board of directors. The warrants shall vest equally monthly over a 12 month period provided that the Alere Agreement remains in effect. On January 7, 2019, Dr. Peter Pappas agreed to join the Company’s Medical Advisory Board for a term of two years. As compensation, Dr Pappas will receive twenty thousand (20,000) options to purchase shares of the Company’s common stock at a price equal to the closing share price for the Company’s common stock on the day that the Company’s board of directors approves the grant. The options will vest monthly in twenty-four (24) equal installments for each month that he remains a member of the Company’s Medical Advisory Board. On January 18, 2019, the Superior Court granted to ATSCO, Inc., who had filed a complaint with the Superior Court on September 25, 2018 (see Note 11 to the Financial Statements – Commitments and Contingencies under Litigations Claims and Assessments On February 7, 2019, the Company entered into an Agreement (“MZ Agreement”) with MZHCI, LLC a MZ Group Company (“MZ” for MZ to provide investor relations advisory services. The MZ Agreement is for a term of twelve (12) months, that can be cancelled by either party at the end of six (6) months with thirty (30) day notice. After the full twelve (12) month term, the MZ Agreement will automatically renew every (6) months thereafter unless either party to the other delivers written notice of termination at least thirty (30) days notice prior to the end of the then current MZ Agreement. MZ will receive compensation of $8,000 per month and eight-five thousand (85,000) restricted shares that vest quarterly over a year, with a 6 month cliff, that either party can terminate the agreement after 6 months but if the agreement is terminated by MZ at the end of six months, MZ forfeits the restricted shares. On February 7, 2019, the Company’s board of directors approved the grant of 30,000 stock options to H. Jorge Ulloa as compensation for services provided as the Company’s Primary Investigator for the first-in-human trials of our VenoValve in Colombia in the first quarter 2019. The stock options were granted at an exercise price of $1.59, equal to the closing price of our common stock on February 7, 2019, the date that the Board approved the option grant. The options vest monthly, over a one (1) year period. On March 12, 2019, the Company raised $2,714,000 in gross proceeds a private placement offering of its common stock to certain accredited investors (the “Offering”). The Company sold an aggregate of 2,360,051 shares of common stock in the Offering for a purchase price of $1.15 per share pursuant to a share purchase agreement between the Company and each of the investors in the offering (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission for the resale of the purchasers’ shares on or before March 31, 2019 and to use commercially reasonable efforts to have the registration statement declared effective within ninety days of the filing date. The Purchase Agreement also contains customary representations, warranties and agreements. The Company engaged Network 1 Financial Securities, Inc., a FINRA-member (the “Placement Agent”), to act as exclusive placement agent for the Offering. The Placement Agent is entitled to a warrant to purchase 188,804 shares of the Company’s common stock. Such warrant will be exercisable for a period of five years from the date of issuance and will have an exercise price of $1.50. The Company received $2,326,176 in net proceeds after giving effect to estimated offering fees and expenses of $387,824. For illustration purposes, attached as Exhibit 99.1 of this report are the unaudited cash and stockholders’ equity balances that the Company believes are as of March 12, 2019. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates and assumptions include the valuation allowance related to the Company’s deferred tax assets, and the valuation of warrants and derivative liabilities. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which primarily consist of direct, incremental professional fees relating to the IPO, have been capitalized within non-current assets and were offset against the IPO proceeds upon the consummation of the IPO. Deferred offering costs of $2,542,555, consisting primarily of legal, accounting and underwriting fees of which $880,679 of the deferred offering costs were incurred in 2017, and the full amount was charged to additional paid in capital upon the consummation of the IPO on June 4, 2018. |
Investments | Investments Equity investments over which the Company exercises significant influence, but does not control, are accounted for using the equity method, whereby investment accounts are increased (decreased) for the Company’s proportionate share of income (losses), but investment accounts are not reduced below zero. The Company holds a 28.5% ownership investment, consisting of founders’ shares acquired at nominal cost, in HJLA. To date, HJLA has recorded cumulative losses. Since the Company’s investment is recorded at $0, the Company has not recorded its proportionate share of HJLA’s losses. If HJLA reports net income in future years, the Company will apply the equity method only after its share of HJLA’s net income equals its share of net losses previously incurred. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, which range from 5 to 7 years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices available in active markets for identical assets or liabilities trading in active markets. Level 2 Observable inputs other than quoted prices included in Level 1, such as quotable prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. Financial instruments, including accounts receivable and accounts payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company’s other financial instruments include notes payable, the carrying value of which approximates fair value, as the notes bear terms and conditions comparable to market for obligations with similar terms and maturities. Derivative liabilities are accounted for at fair value on a recurring basis. The fair value of derivative liabilities as of December 31, 2018 and December 31, 2017, by level within the fair value hierarchy appears below: Description: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liabilities - Preferred Stock Series A Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 541,990 Derivative liabilities - Preferred Stock Series B Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 60,551 Derivative liabilities - Convertible Debt Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 1,298,012 Derivative liabilities - Convertible Debt Embedded Conversion Feature December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 1,176,365 The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Derivative Liabilities Balance – January 1, 2017 $ 551,351 Issuance of derivative liabilities - common stock Series B warrants 57,283 Issuance of derivative liabilities - convertible debt warrants 1,268,177 Issuance of derivative liabilities - convertible debt conversion feature 2,349,560 Extinguishment of derivative liabilities - convertible debt conversion feature (1,175,668 ) Change in fair value of derivative liabilities 26,215 Balance - December 31, 2017 3,076,918 Issuance of derivative liabilities - convertible debt warrants 1,942,362 Issuance of derivative liabilities - convertible debt embedded conversion feature 3,652,588 Extinguishment of derivative liabilities upon debt modification (2,420,390 ) Change in fair value of derivative liabilities (191,656 ) Extinguishment of derivative liabilities upon conversion of debt (2,465,820 ) Reclassification of warrant derivatives to equity (3,594,002 ) Balance - December 31, 2018 $ - |
Preferred Stock | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of its Series A and Series B Preferred Stock (together, the “Preferred Stock”). Preferred stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable preferred stock (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, preferred stock is classified as permanent equity. As of the issuance date, the carrying amount of the Preferred Stock was less than the redemption value. If the Company were to determine that redemption was probable, the carrying value would be increased by periodic accretions such that the carrying value would equal the redemption amount at the earliest redemption date. Such accretion would be recorded as a preferred stock dividend (see Note 12 to the Financial Statements – Temporary Equity). |
Derivative Liabilities | Derivative Liabilities Derivative financial instruments are recorded as a liability at fair value and are marked-to-market as of each balance sheet date. The change in fair value at each balance sheet date is recorded as a change in the fair value of derivative liabilities on the statement of operations for each reporting period. The fair value of the derivative liabilities was determined using a Monte Carlo simulation, incorporating observable market data and requiring judgment and estimates. The Company reassesses the classification of the financial instruments at each balance sheet date. If the classification changes as a result of events during the period, the financial instrument is marked to market and reclassified as of the date of the event that caused the reclassification. On June 4, 2018, in connection with the Company’s IPO, all of its previously issued convertible notes were converted and paid in full (as discussed in Note 8 to the Financial Statements - Convertible Notes and Convertible Note – Related Party), and the embedded conversion options and warrants no longer qualified as derivatives; accordingly, the derivative liabilities were remeasured to fair value on June 4, 2018 and the fair value of derivative liabilities of $3,594,002 was reclassified to additional paid in capital (see Fair Value of Financial Instruments, above). The Company recorded a gain and a loss on the change in fair value of derivative liabilities of $191,656 and $26,215 during the years ended December 31, 2018 and 2017, respectively. |
Convertible Notes | Convertible Notes The convertible notes payable discussed in Note 8 to the Financial Statements – Convertible Notes and Convertible Note – Related Party, had a conversion price that could be adjusted based on the Company’s stock price, which resulted in the conversion feature being recorded as a derivative liability and a debt discount. The debt discount was amortized to interest expense over the life of the respective note, using the effective interest method. On June 4, 2018, principal of $10,000 owed on the Convertible Notes was paid in cash, and all of the remaining principal and interest owed pursuant to the Convertible Notes were converted into common stock in connection with the Company’s IPO. The conversion of the Convertible Notes was deemed to be a debt extinguishment; accordingly, the warrant and embedded conversion option derivative liabilities were remeasured to fair value on June 4, 2018 and reclassified to additional paid in capital (See Derivative Liabilities, above). |
Net Loss Per Share | Net Loss per Share The Company computes basic and diluted loss per share by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period. Net loss income attributable to common stockholders consists of net loss, adjusted for the convertible preferred stock deemed dividend resulting from the 8% cumulative dividend on the Preferred Stock and the beneficial conversion feature recorded in connection with the conversion of the Preferred Stock (see Note 12 to the Financial Statements – Temporary Equity). Basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of warrants and options, plus the conversion of preferred stock or convertible notes, in the calculation of diluted net loss per common shares would have been anti-dilutive. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: For the Years Ended December 31, 2018 2017 Net loss $ (13,042,709 ) $ (7,791,469 ) Deemed dividend to Series A and B preferred stockholders (3,310,001 ) (459,917 ) Net loss attributable to common stockholders $ (16,352,710 ) $ (8,251,386 ) The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of December 31, 2018 and 2017: December 31, 2018 2017 Shares of common stock issuable upon conversion of preferred stock - 629,746 Shares of common stock issuable upon exercise of preferred stock warrants and the subsequent conversion of the preferred stock issued therewith - 50,285 Shares of common stock issuable upon the conversion of convertible debt - 229,208 Shares of common stock issuable upon exercise of warrants 3,780,571 371,216 Shares of common stock issuable upon exercise of options and restricted stock units 2,883,256 1,422,000 Potentially dilutive common stock equivalents excluded from diluted net loss per share 6,663,827 2,702,455 |
Revenue Recognition | Revenue Recognition In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)”, or ASU 2016-12. This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue From Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In July 2015, the FASB deferred the effective date of ASU 2014-09 until annual and interim periods beginning on or after December 15, 2017. It has replaced most existing revenue recognition guidance under U.S. GAAP. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. The Company adopted Topic 606 using a modified retrospective approach and will be applied prospectively in the Company’s financial statements from January 1, 2018 forward. Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time”, depending on the facts and circumstances of the arrangement, and will be evaluated using a five-step model. The adoption of Topic 606 did not have a material impact on the Company’s financial statements, at initial implementation nor will it have a material impact on an ongoing basis. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the Company’s revenue recognized in the accompanying statements of operations: For the Years Ended December 31, 2018 2017 Product sales $ - $ 184,800 Royalty income 116,152 137,711 Contract research - related party 70,400 99,600 Total Revenues $ 186,552 $ 422,111 Revenue from sales of products is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the product is shipped to the customer. Royalty revenue, which is based on resales of ProCol Vascular Bioprosthesis to third-parties, will be recorded when the third-party sale occurs and the performance obligation has been satisfied. Contract research and development revenue is recognized over time using an input model, based on labor hours incurred to perform the research services, since labor hours incurred over time is thought to best reflect the transfer of service. Information on Remaining Performance Obligations and Revenue Recognized from Past Performance Information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less is not disclosed. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at September 30, 2018. Contract Balances The timing of our revenue recognition may differ from the timing of payment by our customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, deferred revenue is recorded until the performance obligations are satisfied. The Company had deferred revenue of $33,000 and $103,400 as of December 31, 2018 and 2017, respectively, related to cash received in advance for contract research and development services. The Company expects to satisfy its remaining performance obligations for contract research and development services and recognize the deferred revenue over the next twelve months. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and recognized over the period services are required to be provided in exchange for the award, usually the vesting period. Forfeitures of unvested stock options are recorded when they occur. |
Concentrations | Concentrations The Company maintains cash with major financial institutions. Cash held in United States bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There were aggregate uninsured cash balances of $2,490,645 at December 31, 2018. There were no cash balances in excess of federally insured amounts at December 31, 2017. During the year ended December 31, 2017, 44% of the Company’s revenues were from the sub-contract manufacture of product for LeMaitre Vascular, Inc. (“LeMaitre”), and 33% were from royalties earned from the sale of product by LeMaitre, with whom the Company entered a three-year Post-Acquisition Supply Agreement effective March 18, 2016. During the year ended December 31, 2018, 62% of the Company’s revenues were from royalties earned from the sale of product by LeMaitre. The three-year Post-Acquisition Supply Agreement from which the Company earns royalty from the sale of product by LeMaitre ends on March 18, 2019. The Company did not recognize any subcontract manufacturing revenues during the year ended December 31, 2018. During the years ended December 31, 2018 and 2017, 38% and 24%, respectively, of the Company’s revenues were earned from contract research and development services performed for HJLA. |
Subsequent Events | Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date the financial statements were issued. Based upon the evaluation and transactions, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 17 to the Financial Statements - Subsequent Events. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. As a result of the new standard, all of our leases greater than one year in duration will be recognized in our Balance Sheets as both operating lease liabilities and right-of-use assets upon adoption of the standard. We will adopt the standard using the prospective approach. Upon adoption, we expect to record approximately $1.1 million in right-of-use assets and operating lease liabilities in our Balance Sheets. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230)” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 requires adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the fair value, vesting conditions or classification of the award changes, modification accounting will apply. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2017-09 did not have a material impact on the Company’s financial statements. On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which simplifies accounting for share-based payment transactions resulting for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard was adopted effective April 1, 2018, using the modified retrospective approach; however, the Company did not identify or record any adjustments to the opening balance of retained earnings on adoption. The new standard did not have a material impact on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Derivative Liabilities | The fair value of derivative liabilities as of December 31, 2018 and December 31, 2017, by level within the fair value hierarchy appears below: Description: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liabilities - Preferred Stock Series A Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 541,990 Derivative liabilities - Preferred Stock Series B Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 60,551 Derivative liabilities - Convertible Debt Warrants December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 1,298,012 Derivative liabilities - Convertible Debt Embedded Conversion Feature December 31, 2018 $ - $ - $ - December 31, 2017 $ - $ - $ 1,176,365 |
Schedule of Derivative Liabilities at Fair Value on Recurring Basis | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Derivative Liabilities Balance – January 1, 2017 $ 551,351 Issuance of derivative liabilities - common stock Series B warrants 57,283 Issuance of derivative liabilities - convertible debt warrants 1,268,177 Issuance of derivative liabilities - convertible debt conversion feature 2,349,560 Extinguishment of derivative liabilities - convertible debt conversion feature (1,175,668 ) Change in fair value of derivative liabilities 26,215 Balance - December 31, 2017 3,076,918 Issuance of derivative liabilities - convertible debt warrants 1,942,362 Issuance of derivative liabilities - convertible debt embedded conversion feature 3,652,588 Extinguishment of derivative liabilities upon debt modification (2,420,390 ) Change in fair value of derivative liabilities (191,656 ) Extinguishment of derivative liabilities upon conversion of debt (2,465,820 ) Reclassification of warrant derivatives to equity (3,594,002 ) Balance - December 31, 2018 $ - |
Schedule of Basic and Diluted Loss Per Common Share | The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: For the Years Ended December 31, 2018 2017 Net loss $ (13,042,709 ) $ (7,791,469 ) Deemed dividend to Series A and B preferred stockholders (3,310,001 ) (459,917 ) Net loss attributable to common stockholders $ (16,352,710 ) $ (8,251,386 ) |
Summary of Potentially Dilutive of Common Share | The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of December 31, 2018 and 2017: December 31, 2018 2017 Shares of common stock issuable upon conversion of preferred stock - 629,746 Shares of common stock issuable upon exercise of preferred stock warrants and the subsequent conversion of the preferred stock issued therewith - 50,285 Shares of common stock issuable upon the conversion of convertible debt - 229,208 Shares of common stock issuable upon exercise of warrants 3,780,571 371,216 Shares of common stock issuable upon exercise of options and restricted stock units 2,883,256 1,422,000 Potentially dilutive common stock equivalents excluded from diluted net loss per share 6,663,827 2,702,455 |
Schedule of Revenue Recognized | The following table summarizes the Company’s revenue recognized in the accompanying statements of operations: For the Years Ended December 31, 2018 2017 Product sales $ - $ 184,800 Royalty income 116,152 137,711 Contract research - related party 70,400 99,600 Total Revenues $ 186,552 $ 422,111 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2018 and 2017, property and equipment consist of the following: December 31, 2018 2017 Lab equipment $ 94,905 $ 120,861 Furniture and fixtures 93,417 93,417 Computer software and equipment 26,830 14,409 Leasehold improvements 158,092 158,092 373,244 386,779 Less: accumulated depreciation (347,091 ) (362,936 ) Property and equipment, net $ 26,153 $ 23,843 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2018 and 2017, the Company’s intangible assets consisted of the following: December 31, 2018 2017 Patent $ 1,100,000 $ 1,100,000 Right to develop and manufacture - 445,200 1,100,000 1,545,200 Less: accumulated amortization (433,533 ) (435,790 ) Total $ 666,467 $ 1,109,410 |
Schedule of Estimated Future Amortization of Intangible Assets | The estimated future amortization of Patent is as follows: For the Years Ended December 31, Patent 2019 $ 77,647 2020 77,647 2021 77,647 2022 77,647 2023 77,647 Thereafter 278,232 $ 666,467 |
Accrued Expenses and Accrued _2
Accrued Expenses and Accrued Interest - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of December 31, 2018 and 2017, accrued expenses consist of the following: December 31, 2018 2017 Accrued compensation costs $ 288,549 $ 556,118 Accrued professional fees 55,300 235,654 Deferred rent 22,473 4,978 Accrued interest - 101,050 Accrued franchise taxes 26,985 - Accrued research and development 17,064 - Other accrued expenses 2,500 5,794 Accrued expenses $ 412,871 $ 903,594 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The following summarizes the Company’s income tax provision (benefit): For the Years Ended December 31, 2018 2017 Federal: Current $ - $ - Deferred (1,710,997 ) (138,931 ) State and local: Current - - Deferred (570,332 ) (479,833 ) (2,281,329 ) (618,764 ) Change in valuation allowance 2,281,329 618,764 Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | For the Years Ended December 31, 2018 2017 Tax benefit at federal statutory rate (21.0 )% (34.0 )% State taxes, net of federal benefit (7.0 )% (6.0 )% Permanent differences 11.4 % 9.4 % True up adjustments (0.9 )% 1.3 % Effect of change in tax rate 0.0 % 21.3 % Change in valuation allowance 17.5 % 7.9 % Effective income tax rate (0.0 )% (0.0 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets at December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,298,599 $ 3,122,308 Research and development credit carryforwards 185,680 185,680 Intangible assets 152,109 48,629 Property and equipment 30,957 34,974 Accrued salaries - 106,400 Stock-based compensation 526,945 419,868 Deferred rent 6,292 1,394 Impairment loss 136,612 136,612 Total gross deferred tax assets 6,337,194 4,055,865 Less: valuation allowance (6,337,194 ) (4,055,865 ) Total $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Operating Leases | Future minimum lease payments under the Company’s operating leases are as follows: For The Years Ending December 31, Amount 2019 $ 334,203 2020 344,229 2021 354,561 2022 271,854 Total 1,304,847 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock Warrant Activity | A summary of warrant activity during the years ended December 31, 2018 and 2017 is presented below: Series A Preferred Stock Common Stock Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2017 100,570 $ 5.00 416,666 12.00 Issued [1] 204,550 12.00 Exercised Cancelled (250,000 ) Outstanding, January 1, 2018 100,570 $ 5.00 371,216 $ 12.00 Issued - - 3,292,443 6.09 Exercised - - - - Cancelled - - - - Amendment of placement agent warrants [2] (100,570 ) 5.00 116,912 4.30 Outstanding, December 31, 2018 - $ - - $ - 3,780,571 $ 5.48 [3] 4.1 $ - Exercisable, December 31, 2018 - $ - - $ - 3,780,571 $ 5.48 4.1 $ - [1] Warrants granted in 2017 consist of Series B warrants for purchase of 17,303 shares, convertible note debt holder warrants for purchase of 171,908 shares and convertible note placement agent warrants for purchase of 15,339 shares of common stock. [2] In connection with the IPO, placement agent warrants for the purchase of Series A Preferred Stock were amended such that the warrants became exercisable for the number of common stock that would have been issued upon the exercise of the Series A warrant and subsequent conversion to common stock upon the consummation of the IPO. The exercise price was amended to the price equal to the total proceeds that would have been required upon the exercise of the original warrant, divided by the amended number of warrant shares. The amendment was accounted for as a modification of a stock award. The Company determined that there was no incremental increase in the fair value for the amendment of the award and accordingly there was no charge to the statement of operations for the years ended December 31, 2018. [3] Pursuant to the terms of the warrant, the exercise price of the warrants issued to investors and the placement agent in connection with the sale of the Convertible Notes became fixed at $4.20 per share and $4.62 per share, respectively, at the date of the IPO, based upon the price of stock issued in the IPO. |
Schedule of Outstanding and Exercisable Warrants | A summary of outstanding and exercisable warrants as of December 31, 2018 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 12.00 Common Stock 183,969 4.5 183,969 $ 6.25 Common Stock 75,000 4.4 75,000 $ 6.00 Common Stock 1,725,000 4.4 1,725,000 $ 4.99 Common Stock 100,000 4.5 100,000 $ 4.62 Common Stock 138,392 3.9 138,392 $ 4.30 Common Stock 116,912 2.1 116,912 $ 4.20 Common Stock 1,441,298 3.8 1,441,298 3,780,571 3,780,571 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the option activity during the years ended December 31, 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2018 1,422,000 $ 10.16 Granted 1,520,207 4.46 Forfeited (146,500 ) 10.00 Outstanding, December 31, 2018 2,795,707 $ 7.07 9.0 $ - Exercisable, December 31, 2018 1,865,604 $ 8.50 8.4 $ - |
Schedule of Outstanding and Exercisable Options | A summary of outstanding and exercisable options and Restricted Stock units as of December 31, 2018 is presented below: Options Outstanding Options Exercisable Exercise Price Exercisable Into Outstanding Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 12.00 Common Stock 120,000 8.7 120,000 $ 10.00 Common Stock 1,149,500 7.8 1,149,500 $ 7.00 Common Stock 6,000 8.9 6,000 $ 4.99 Common Stock 1,080,207 9.7 540,104 $ 4.93 Common Stock 80,000 9.5 20,000 $ 2.98 Common Stock 150,000 9.5 - $ 2.90 Common Stock 30,000 9.9 30,000 $ 2.57 Common Stock 180,000 9.9 - Total 2,795,707 1,865,604 |
Schedule of Outstanding and Exercisable Restricted Stock Units | Restricted Stock Units Outstanding Restricted Stock Units Exercisable Grant Date Closing Stock Price Exercisable Into Outstanding Number of Units Weighted Average Remaining Life In Years Exercisable Number of Units $ 1.97 Common Stock 87,549 9.9 - |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Dec. 02, 2018 | Nov. 27, 2018 | Jun. 12, 2018 | Jun. 08, 2018 | Jun. 04, 2018 | May 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Number shares issued for initial public offering, shares | 2,005 | 3,334 | 1,500,000 | |||||||
Sale of stock price per share | $ 5 | |||||||||
Sale of stock description | Consisting of one share of the Company's common stock, par value $0.00001 per share (the "Common Stock"), and a warrant to purchase one share of common stock with an exercise price of $6.00 per share | |||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Stock of warrant exercise price | $ 6 | |||||||||
Gross proceeds from initial public offering | $ 7,500,000 | $ 7,657,427 | [1] | [1] | ||||||
Additional Units [Member] | ||||||||||
Number shares issued for initial public offering, shares | 225,000 | |||||||||
Sale of stock description | On June 8, 2018, the underwriters notified the Company of their exercise in full of their option to purchase an additional 225,000 Units (the "Additional Units") to cover over-allotments. | |||||||||
Additional Units [Member] | Initial Public Offering [Member] | ||||||||||
Sale of stock price per share | $ 5 | |||||||||
Gross proceeds from initial public offering | $ 1,125,000 | |||||||||
[1] | Net of offering costs paid from escrow of $967,573 |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 13,042,709 | $ 7,791,469 |
Accumulated deficit | 48,562,528 | 35,519,819 |
Net cash used in operating activities | 6,355,838 | $ 4,202,240 |
Cash balance | 2,740,645 | |
Working capital | $ 1,313,980 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 04, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred offering costs | $ 880,679 | ||
Investments | 0 | ||
Change in fair value of derivative liabilities | $ (191,656) | 26,215 | |
Convertible notes payable, principal amount | $ 10,000 | ||
Cumulative dividend percentage | 8.00% | ||
Deferred revenue | $ 33,000 | $ 103,400 | |
FDIC insured amount | 250,000 | ||
Uninsured cash balance | 2,490,645 | ||
Right of usee assets and operating lease liabilities | $ 1,100,000 | ||
LeMaitre Vascular, Inc [Member] | Revenue [Member] | |||
Concentration risk percentage | 62.00% | 44.00% | |
LeMaitre Vascular, Inc [Member] | Revenue [Member] | Three-Year Post-Acquisition Supply Agreement [Member] | |||
Concentration risk percentage | 33.00% | ||
Hancock Jaffe Laboratory Aesthetics, Inc [Member] | Revenue [Member] | |||
Concentration risk percentage | 38.00% | 24.00% | |
Minimum [Member] | |||
Estimated useful life of property and equipment | 5 years | ||
Maximum [Member] | |||
Estimated useful life of property and equipment | 7 years | ||
Hancock Jaffe Laboratory Aesthetics, Inc [Member] | |||
Ownership percentage | 28.50% | ||
Initial Public Offering [Member] | |||
Deferred offering costs | 2,542,555 | $ 2,542,555 | |
Fair value of derivative liabilities reclassified to additional paid in capital | $ 3,594,002 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Fair Value of Derivative Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 3,076,918 | |
Preferred Stock Series A Warrants [Member] | Level 1 [Member] | ||
Derivative liabilities | ||
Preferred Stock Series A Warrants [Member] | Level 2 [Member] | ||
Derivative liabilities | ||
Preferred Stock Series A Warrants [Member] | Level 3 [Member] | ||
Derivative liabilities | 541,990 | |
Preferred Stock Series B Warrants [Member] | Level 1 [Member] | ||
Derivative liabilities | ||
Preferred Stock Series B Warrants [Member] | Level 2 [Member] | ||
Derivative liabilities | ||
Preferred Stock Series B Warrants [Member] | Level 3 [Member] | ||
Derivative liabilities | 60,551 | |
Convertible Debt Warrants [Member] | Level 1 [Member] | ||
Derivative liabilities | ||
Convertible Debt Warrants [Member] | Level 2 [Member] | ||
Derivative liabilities | ||
Convertible Debt Warrants [Member] | Level 3 [Member] | ||
Derivative liabilities | 1,298,012 | |
Convertible Debt Embedded Conversion Feature [Member] | Level 1 [Member] | ||
Derivative liabilities | ||
Convertible Debt Embedded Conversion Feature [Member] | Level 2 [Member] | ||
Derivative liabilities | ||
Convertible Debt Embedded Conversion Feature [Member] | Level 3 [Member] | ||
Derivative liabilities | $ 1,176,365 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Derivative Liabilities at Fair Value on Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Derivative liabilities, beginning balance | $ 3,076,918 | $ 551,351 |
Issuance of derivative liabilities - common stock Series B warrants | 57,283 | |
Issuance of derivative liabilities - convertible debt warrants | 1,942,362 | 1,268,177 |
Issuance of derivative liabilities - convertible debt conversion feature | 2,349,560 | |
Extinguishment of derivative liabilities - convertible debt conversion feature | (1,175,668) | |
Change in fair value of derivative liabilities | (191,656) | 26,215 |
Issuance of derivative liabilities - convertible debt embedded conversion feature | 3,652,588 | |
Extinguishment of derivative liabilities upon debt modification | (2,420,390) | |
Extinguishment of derivative liabilities upon conversion of debt | (2,465,820) | |
Reclassification of warrant derivatives to equity | (3,594,002) | |
Derivative liabilities, ending balance | $ 3,076,918 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Basic and Diluted Loss Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Net loss | $ (13,042,709) | $ (7,791,469) |
Deemed dividend to Series A and B preferred stockholders | (3,310,001) | (459,917) |
Net loss attributable to common stockholders | $ (16,352,710) | $ (8,251,386) |
Significant Accounting Polici_8
Significant Accounting Policies - Summary of Potentially Dilutive of Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Potentially dilutive common stock equivalents excluded from diluted net loss per share | 6,663,827 | 2,702,455 |
Convertible Preferred Stock [Member] | ||
Potentially dilutive common stock equivalents excluded from diluted net loss per share | 629,746 | |
Preferred Stock Warrants [Member] | ||
Potentially dilutive common stock equivalents excluded from diluted net loss per share | 50,285 | |
Convertible Debt [Member] | ||
Potentially dilutive common stock equivalents excluded from diluted net loss per share | 229,208 | |
Warrants [Member] | ||
Potentially dilutive common stock equivalents excluded from diluted net loss per share | 3,780,571 | 371,216 |
Options and Restricted Stock Units [Member] | ||
Potentially dilutive common stock equivalents excluded from diluted net loss per share | 2,883,256 | 1,422,000 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Revenue Recognized (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total Revenues | $ 186,552 | $ 422,111 |
Product Sales [Member] | ||
Total Revenues | 184,800 | |
Royalty Income [Member] | ||
Total Revenues | 116,152 | 137,711 |
Contract Research - Related Party [Member] | ||
Total Revenues | $ 70,400 | $ 99,600 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation and amortization expense | $ 10,112 | $ 15,905 |
Lab Equipment [Member] | ||
Write off of equipment | $ 25,956 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment | $ 373,244 | $ 386,779 |
Less: accumulated depreciation | (347,091) | (362,936) |
Property and equipment, net | 26,153 | 23,843 |
Lab Equipment [Member] | ||
Property and equipment | 94,905 | 120,861 |
Furniture and Fixtures [Member] | ||
Property and equipment | 93,417 | 93,417 |
Computer Software and Equipment [Member] | ||
Property and equipment | 26,830 | 14,409 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 158,092 | $ 158,092 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Apr. 01, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible asset expiration | Dec. 31, 2025 | Jul. 9, 2027 | |
Payments to acquire intangible assets | $ 445,200 | ||
Impairment loss | $ 319,635 | ||
Amortization expense | $ 123,308 | $ 123,308 | |
Amortization period of asset | 8 years 6 months |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets | $ 1,100,000 | $ 1,545,200 |
Less: accumulated amortization | (433,533) | (435,790) |
Total | 666,467 | 1,109,410 |
Patents [Member] | ||
Intangible assets | 1,100,000 | 1,100,000 |
Right to Develop and Manufacture [Member] | ||
Intangible assets | $ 445,200 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Amortization of Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 77,647 | |
2020 | 77,647 | |
2021 | 77,647 | |
2022 | 77,647 | |
2023 | 77,647 | |
Thereafter | 278,232 | |
Total | $ 666,467 | $ 1,109,410 |
Accrued Expenses and Accrued _3
Accrued Expenses and Accrued Interest - Related Party (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued interest - related parties | $ 20,558 | |
Chief Financial Officer [Member] | ||
Accrued severance expense | $ 166,154 |
Accrued Expenses and Accrued _4
Accrued Expenses and Accrued Interest - Related Party - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued compensation costs | $ 288,549 | $ 556,118 |
Accrued professional fees | 55,300 | 235,654 |
Deferred rent | 22,473 | 4,978 |
Accrued interest | 101,050 | |
Accrued franchise taxes | 26,985 | |
Accrued research and development | 17,064 | |
Other accrued expenses | 2,500 | 5,794 |
Accrued expenses | $ 412,871 | $ 903,594 |
Convertible Notes and Convert_2
Convertible Notes and Convertible Note - Related Party (Detail Narrative) - USD ($) | Jun. 04, 2018 | Apr. 26, 2018 | Feb. 28, 2018 | Jan. 16, 2018 | Dec. 07, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 02, 2018 | Nov. 27, 2018 | May 30, 2018 | Apr. 01, 2016 | Jun. 30, 2015 | |
Proceeds from convertible promissory notes | [1] | $ 2,603,750 | $ 2,564,400 | ||||||||||
Debt maturity date | Sep. 15, 2017 | ||||||||||||
Debt interest rate | 15.00% | ||||||||||||
Warrant exercise price per share | $ 6 | ||||||||||||
Gain on extinguishment of debt | 1,481,317 | $ 257,629 | |||||||||||
Debt instrument, principal amount | $ 10,000 | ||||||||||||
Accrued interest | 101,050 | ||||||||||||
Interest expense | $ 305,452 | 172,800 | |||||||||||
Common stock percentage | 50.00% | 25.00% | 25.00% | ||||||||||
2017 Convertible Notes [Member] | |||||||||||||
Convertible promissory notes | $ 2,750,500 | ||||||||||||
Debt offering cost | 186,100 | ||||||||||||
Placement agent fees | 129,030 | ||||||||||||
Proceeds from convertible promissory notes | $ 2,564,400 | ||||||||||||
Debt maturity date | May 15, 2018 | Feb. 28, 2018 | |||||||||||
Debt interest rate | 15.00% | ||||||||||||
Debt conversion description | The 2017 Convertible Notes included warrants exercisable for the number of shares of common stock equal to 75% of the total shares issuable upon the conversion of the related 2017 Convertible Note, at a price equal to the lesser of (i) $14.40 per share or (ii) 120% of the 2017 Conversion Price. | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrants to purchase shares | 15,339 | ||||||||||||
Warrant exercise price per share | $ 15.84 | ||||||||||||
Fair value of options issued | $ 1,175,668 | ||||||||||||
Fair value of warrants issued | 397,211 | ||||||||||||
Debt discount | $ 1,572,879 | ||||||||||||
Warrant exercise price percentage | 100.00% | ||||||||||||
2018 Convertible Notes [Member] | |||||||||||||
Convertible promissory notes | $ 2,897,500 | ||||||||||||
Debt offering cost | 293,750 | ||||||||||||
Placement agent fees | 289,750 | ||||||||||||
Proceeds from convertible promissory notes | $ 2,603,750 | ||||||||||||
Debt maturity date | Feb. 28, 2018 | ||||||||||||
Debt interest rate | 15.00% | ||||||||||||
Debt conversion description | The 2018 Convertible Notes include five-year warrants exercisable for the number of common stock equal to 50% of the total shares issuable upon the conversion of the 2018 Convertible Note, at a price equal to the lesser of (i) $14.40 per share or (ii) 120% of the 2018 Conversion price. | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrants to purchase shares | 24,146 | ||||||||||||
Fair value of options issued | $ 1,239,510 | ||||||||||||
Fair value of warrants issued | 1,046,763 | ||||||||||||
Debt discount | $ 2,286,273 | ||||||||||||
Warrant exercise price percentage | 75.00% | 110.00% | |||||||||||
Convertible Notes [Member] | |||||||||||||
Debt discount | $ 2,413,079 | ||||||||||||
Gain on extinguishment of debt | 5,743,391 | 1,524,791 | |||||||||||
Gain on extinguishment of derivatives | 2,420,390 | ||||||||||||
Proceeds from issuance of warrants | 895,599 | ||||||||||||
Debt instrument, principal amount | 10,000 | ||||||||||||
Accrued interest | $ 267 | ||||||||||||
Debt converted into shares | 1,650,537 | ||||||||||||
Debt conversion price per share | $ 3.50 | ||||||||||||
Loss on convertible notes payable | $ 43,474 | ||||||||||||
Debt conversion amount | 8,252,685 | ||||||||||||
Derivative liabilities | $ 2,465,820 | ||||||||||||
2015 Note [Member] | |||||||||||||
Proceeds from convertible promissory notes | 0 | 311,000 | |||||||||||
Debt interest rate | 3.00% | ||||||||||||
Debt converted into shares | 120,405 | ||||||||||||
Debt conversion price per share | $ 4.30 | $ 10 | |||||||||||
Interest expense | $ 4,613 | $ 13,886 | |||||||||||
Common stock percentage | 78.00% | ||||||||||||
Maximum borrowing capacity | $ 2,200,000 | ||||||||||||
[1] | Net of cash offering costs of $186,100 |
Notes Payable and Note Payabl_2
Notes Payable and Note Payable - Related Party (Details Narative) - USD ($) | May 15, 2018 | Apr. 26, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 04, 2018 |
Notes payable | $ 275,000 | ||||
Debt bear interest percentage | 15.00% | ||||
Interest expense | 305,452 | $ 172,800 | |||
Proceeds from notes payable | $ 275,000 | ||||
Debt principal amount | $ 10,000 | ||||
Common stock issued in connection with May Bridge Notes | 228,966 | ||||
Debt maturity date | Sep. 15, 2017 | ||||
Common stock issued upon exchange of related party notes payable and interest | 150,553 | ||||
Two Promissory Notes [Member] | |||||
Notes payable | $ 275,000 | ||||
Debt bear interest percentage | 10.00% | ||||
Interest expense | 958 | $ 1,188 | |||
May Notes [Member] | |||||
Interest expense | 4,911 | ||||
Proceeds from notes payable | $ 722,500 | ||||
Debt principal amount | 850,000 | ||||
Common stock issued in connection with May Bridge Notes | 55,000 | $ 228,966 | |||
Debt net of commissions amount | 27,500 | ||||
Original issue discount | $ 100,000 | ||||
May Notes [Member] | Minimum [Member] | |||||
Debt bear interest percentage | 0.00% | ||||
May Notes [Member] | Maximum [Member] | |||||
Debt bear interest percentage | 10.00% | ||||
Related Party Note [Member] | |||||
Debt bear interest percentage | 6.00% | ||||
Interest expense | $ 4,078 | $ 21,283 | |||
Debt maturity date | May 10, 2018 | ||||
Debt conversion price per share | $ 4.30 | ||||
Common stock issued upon exchange of related party notes payable and interest | $ 150,553 | ||||
Debt conversion of convertible debt | 35,012 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 02, 2018 | Nov. 27, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Ownership interest | 50.00% | 25.00% | 25.00% | |
Net operating loss carryforwards | $ 17,400,000 | $ 11,100,000 | ||
Net operating loss carryforwards, expiration | Pre-2018 federal and state net operating loss ("NOL") carryovers may be carried forward for twenty years and begin to expire in 2026. | |||
Deduction percentage of taxable income | 80.00% | |||
Rresearch and development tax credit carryforwards | $ 200,000 | |||
Rresearch and development tax credit carryforwards, expiration | Expire in 2027 | |||
Income tax rate, description | On December 22, 2017, which, among things, reduced the United States corporate income tax rate from 35% to 21%. | |||
Income tax rate | 21.00% | 34.00% | ||
Reduction in deferred tax asset | $ 1,700,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal: Current | ||
Federal: Deferred | (1,710,997) | (138,931) |
State and local: Current | ||
State and local: Deferred | (570,332) | (479,833) |
Current and Deferred Federal, State and Local, Tax Expense (Benefit) | (2,281,329) | (618,764) |
Change in valuation allowance | 2,281,329 | 618,764 |
Income tax provision (benefit) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (21.00%) | (34.00%) |
State taxes, net of federal benefit | (7.00%) | (6.00%) |
Permanent differences | 11.40% | 9.40% |
True up adjustments | (0.90%) | 1.30% |
Effect of change in tax rate | 0.00% | 21.30% |
Change in valuation allowance | 17.50% | 7.90% |
Effective income tax rate | (0.00%) | (0.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,298,599 | $ 3,122,308 |
Research and development credit carryforwards | 185,680 | 185,680 |
Intangible assets | 152,109 | 48,629 |
Property and equipment | 30,957 | 34,974 |
Accrued salaries | 106,400 | |
Stock-based compensation | 526,945 | 419,868 |
Deferred rent | 6,292 | 1,394 |
Impairment loss | 136,612 | 136,612 |
Total gross deferred tax assets | 6,337,194 | 4,055,865 |
Less: valuation allowance | (6,337,194) | (4,055,865) |
Total |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Dec. 02, 2018shares | Nov. 27, 2018shares | Oct. 08, 2018USD ($) | Oct. 02, 2018USD ($) | Sep. 25, 2018USD ($)shares | Jul. 16, 2018USD ($)$ / sharesshares | Jun. 04, 2018$ / sharesshares | Mar. 20, 2018USD ($) | Sep. 20, 2017USD ($) | May 01, 2016USD ($) | Apr. 01, 2016USD ($)$ / sharesshares | Jul. 01, 2010USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Number of common stock shares issued | shares | 2,005 | 3,334 | 1,500,000 | ||||||||||||
Rent expenses | $ 348,227 | $ 418,358 | |||||||||||||
Future minimum lease payments | 1,304,847 | ||||||||||||||
Payments to acquire intangible assets | $ 445,200 | ||||||||||||||
Sale of stock price per share | $ / shares | $ 5 | ||||||||||||||
Number of common stock issed, value | [1] | $ 6,082,444 | |||||||||||||
Initial feasibility cost | $ 200,000 | ||||||||||||||
Agreement termination date | Aug. 31, 2019 | ||||||||||||||
Development and Manufacturing Agreement [Member] | |||||||||||||||
Payments to acquire intangible assets | $ 445,200 | ||||||||||||||
Agreement term | 10 years | ||||||||||||||
Sale of stock price per share | $ / shares | $ 8.66 | ||||||||||||||
Number of common stock issed, value | $ 4,194,540 | ||||||||||||||
Development and Manufacturing Agreement [Member] | Maximum [Member] | |||||||||||||||
Number of common stock shares issued | shares | 484,358 | ||||||||||||||
New CEO Agreement [Member] | |||||||||||||||
Annual base salary | $ 400,000 | ||||||||||||||
New CEO Agreement [Member] | Maximum [Member] | |||||||||||||||
Annual bonus payments percentage | 50.00% | ||||||||||||||
Maximum options purchase percentage | 6.50% | ||||||||||||||
CFO Employment Agreement [Member] | |||||||||||||||
Annual base salary | $ 250,000 | ||||||||||||||
Number of stock option vested | shares | 50,000 | ||||||||||||||
Number of stock option expected to be vested | shares | 100,000 | ||||||||||||||
Option exercise price | $ / shares | $ 2.98 | ||||||||||||||
CFO Employment Agreement [Member] | Maximum [Member] | |||||||||||||||
Annual bonus payments percentage | 30.00% | ||||||||||||||
Number of stock shares granted | shares | 150,000 | ||||||||||||||
Property Lease Obligation [Member] | |||||||||||||||
Lease term | 1 year | 7 years | |||||||||||||
Area of industrial building | ft² | 14,507 | ||||||||||||||
Security deposit | $ 3,720 | $ 26,113 | |||||||||||||
Payment of rent | 2,010 | $ 21,761 | |||||||||||||
Operating lease, description | Increases by 3% on each anniversary of the lease inception date | Payments increase by 5% every 24 months | |||||||||||||
Payment for leases | $ 1,860 | $ 7,254 | |||||||||||||
Lease expiration | Apr. 30, 2017 | Jun. 30, 2017 | |||||||||||||
Renewal lease term | 5 years | ||||||||||||||
Rent expenses | $ 26,838 | ||||||||||||||
Hancock Jaffe Laboratory Aesthetics, Inc [Member] | |||||||||||||||
Ownership percentage | 28.50% | ||||||||||||||
ATSCO, Inc [Member] | |||||||||||||||
Payment on legal cost | $ 809,520 | ||||||||||||||
Payment for legal settlements | $ 173,400 | ||||||||||||||
Number of common stock shares issued | shares | 120,000 | ||||||||||||||
ATSCO, Inc [Member] | January 18, 2019 [Member] | |||||||||||||||
Payment on legal cost | $ 810,055 | ||||||||||||||
Product liability contingency unasserted claims | 500,000 | ||||||||||||||
ATSCO, Inc [Member] | January 18, 2019 [Member] | Cross-Complaint | |||||||||||||||
Product liability contingency unasserted claims | $ 173,400 | ||||||||||||||
ATSCO, Inc [Member] | Hancock Jaffe Laboratory Aesthetics, Inc [Member] | |||||||||||||||
Ownership percentage | 28.00% | ||||||||||||||
Gusrae Kaplan Nusbaum PLLC [Member] | |||||||||||||||
Payment on legal cost | $ 178,926 | ||||||||||||||
[1] | net of offering costs of $2,542,555 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments for Operating Leases (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 334,203 |
2020 | 344,229 |
2021 | 354,561 |
2022 | 271,854 |
Total | $ 1,304,847 |
Temporary Equity (Details Narra
Temporary Equity (Details Narrative) - USD ($) | Jun. 04, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 08, 2017 | Mar. 01, 2017 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 6,000,000 | ||
Preferred stock, shares designated | 10,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares designated | 1,300,000 | ||||
Convertible note fixed price per share | $ 10 | ||||
Preferred stock reduced price per share | 4.30 | ||||
Preferred stock dividend in arrears | $ 911,151 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock, shares designated | 2,000,000 | ||||
Convertible note fixed price per share | 12 | ||||
Preferred stock reduced price per share | $ 4.50 | ||||
Preferred stock dividend in arrears | $ 107,556 | ||||
Series A and Series B Preferred Stock [Member] | |||||
Preferred stock converted into common stock | 1,743,231 | ||||
Deemed dividend | $ 3,087,591 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Dec. 02, 2018 | Nov. 27, 2018 | Jun. 18, 2018 | Jun. 04, 2018 | May 01, 2018 | Apr. 26, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock reverse stock split | 1 for 2 reverse stock split | |||||||||
Common stock, shares authorized | 60,000,000 | 50,000,000 | 50,000,000 | |||||||
Common stock, shares designated | 50,000,000 | |||||||||
Preferred stock, shares designated | 10,000,000 | |||||||||
Number of common stock shares issued | 2,005 | 3,334 | 1,500,000 | |||||||
Value of common stock shares issued | [1] | $ 6,082,444 | ||||||||
Stock-based compensation | $ 1,922,455 | $ 878,404 | ||||||||
Common stock percentage | 25.00% | 25.00% | 50.00% | |||||||
Consulting Agreement [Member] | ||||||||||
Stock options vesting description | Which per the Consulting Agreement with the consultant will vest monthly over next twelve months. | |||||||||
Unvested shares of common stock | 6,137 | |||||||||
Stock-based compensation | $ 69,176 | |||||||||
Chief Medical Officer [Member] | ||||||||||
Number of common stock shares issued | 44,444 | |||||||||
Value of common stock shares issued | $ 200,000 | |||||||||
Chief Medical Officer [Member] | Service Agreement [Member] | ||||||||||
Monthly fee | $ 15,000 | |||||||||
Sole option payable monthly fee description | Its sole option, elect to pay 25% of the monthly fee in company common stock with the number of common stock determined by dividing the 25% of the monthly fee by the closing price of the Company's common stock on the 2nd work day of each month. | |||||||||
Dividing percentage | 25.00% | |||||||||
Medical Advisory Board [Member] | ||||||||||
Number of common stock shares issued | 30,000 | |||||||||
Value of common stock shares issued | $ 99,800 | |||||||||
Consultants [Member] | ||||||||||
Number of common stock shares issued | 160,000 | |||||||||
Value of common stock shares issued | $ 798,400 | |||||||||
Share based compensation granted, shares | 20,000 | |||||||||
Stock option grant fair value | $ 99,800 | |||||||||
Dividing percentage | 0.00% | |||||||||
[1] | net of offering costs of $2,542,555 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Jun. 18, 2018 | Dec. 31, 2018 | Jun. 04, 2018 | May 30, 2018 | Dec. 31, 2017 |
Warrant exercise price per share | $ 6 | ||||
Series A Preferred Stock [Member] | |||||
Convertible note fixed price per share | $ 10 | ||||
Warrant to purchase shares of common stock | 100,570 | ||||
Warrant exercise price per share | $ 4.30 | ||||
Placement Agent [Member] | |||||
Purchase of common stock warrants | 15,339 | ||||
Convertible note fixed price per share | $ 4.62 | ||||
Investors [Member] | |||||
Convertible note fixed price per share | $ 4.20 | ||||
Purchasers [Member] | |||||
Warrant term | 5 years | ||||
Warrant to purchase shares of common stock | 1,725,000 | ||||
Warrant exercise price per share | $ 6 | ||||
Underwriter [Member] | |||||
Warrant term | 5 years | ||||
Warrant to purchase shares of common stock | 75,000 | ||||
Warrant exercise price per share | $ 6.25 | ||||
Consultants [Member] | |||||
Warrant term | 5 years | ||||
Warrant to purchase shares of common stock | 100,000 | ||||
Warrant exercise price per share | $ 4.99 | ||||
Grant date value warrant | $ 179,000 | ||||
Stock price | $ 4.93 | ||||
Expected volatility | 42.60% | ||||
Annual rate of quarterly dividends | 0.00% | ||||
Consultants [Member] | Minimum [Member] | |||||
Risk free interest rate | 2.67% | ||||
Expected term | 3 years | ||||
Consultants [Member] | Maximum [Member] | |||||
Risk free interest rate | 2.80% | ||||
Expected term | 5 years | ||||
Common Stock One [Member] | Placement Agent [Member] | |||||
Warrant term | 5 years | 5 years | |||
Purchase of common stock warrants | 1,441,298 | 1,441,298 | |||
Common Stock Two [Member] | Placement Agent [Member] | |||||
Warrant term | 5 years | 5 years | |||
Purchase of common stock warrants | 138,392 | 138,392 | |||
Common Stock [Member] | |||||
Warrant to purchase shares of common stock | 116,912 | ||||
Warrant exercise price per share | $ 4.30 |
Warrants - Schedule of Stock Wa
Warrants - Schedule of Stock Warrant Activity (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | ||||
Common Stock [Member] | |||||
Number of Warrants Outstanding Beginning | 371,216 | 416,666 | |||
Number of Warrants, Issued | 3,292,443 | 204,550 | [1] | ||
Number of Warrants, Exercised | |||||
Number of Warrants, Cancelled | (250,000) | ||||
Number of Warrants, Amendment of Placement Agent Warrants | [2] | 116,912 | |||
Number of Warrants Outstanding End | 3,780,571 | 371,216 | |||
Number of Warrants, Exercisable | 3,780,571 | ||||
Weighted Average Exercise Price Outstanding Beginning | $ 12 | $ 12 | |||
Weighted Average Exercise Price, Issued | 6.09 | 12 | |||
Weighted Average Exercise Price, Exercised | |||||
Weighted Average Exercise Price, Cancelled | |||||
Weighted Average Exercise Price, Amendment of Placement Agent Warrants | [2] | 4.30 | |||
Weighted Average Exercise Price, Outstanding End | 5.48 | [3] | $ 12 | ||
Weighted Average Exercise Price, Exercisable | $ 5.48 | ||||
Weighted Average Remaining Life in Years, Beginning | 4 years 1 month 6 days | ||||
Weighted Average Remaining Life in Years, Exercisable | 4 years 1 month 6 days | ||||
Intrinsic Value, Beginning | |||||
Intrinsic Value, Exercisable | |||||
Series A Preferred Stock [Member] | |||||
Number of Warrants Outstanding Beginning | 100,570 | 100,570 | |||
Number of Warrants, Issued | [1] | ||||
Number of Warrants, Exercised | |||||
Number of Warrants, Cancelled | |||||
Number of Warrants, Amendment of Placement Agent Warrants | [2] | (100,570) | |||
Number of Warrants Outstanding End | 100,570 | ||||
Number of Warrants, Exercisable | |||||
Weighted Average Exercise Price Outstanding Beginning | $ 5 | $ 5 | |||
Weighted Average Exercise Price, Issued | |||||
Weighted Average Exercise Price, Exercised | |||||
Weighted Average Exercise Price, Cancelled | |||||
Weighted Average Exercise Price, Amendment of Placement Agent Warrants | [2] | 5 | |||
Weighted Average Exercise Price, Outstanding End | $ 5 | ||||
Weighted Average Exercise Price, Exercisable | |||||
Weighted Average Remaining Life in Years, Beginning | 0 years | 0 years | |||
Weighted Average Remaining Life in Years, Exercisable | 0 years | 0 years | |||
Intrinsic Value, Beginning | |||||
Intrinsic Value, Exercisable | |||||
[1] | Warrants granted in 2017 consist of Series B warrants for purchase of 17,303 shares, convertible note debt holder warrants for purchase of 171,908 shares and convertible note placement agent warrants for purchase of 15,339 shares of common stock. | ||||
[2] | In connection with the IPO, placement agent warrants for the purchase of Series A Preferred Stock were amended such that the warrants became exercisable for the number of common stock that would have been issued upon the exercise of the Series A warrant and subsequent conversion to common stock upon the consummation of the IPO. The exercise price was amended to the price equal to the total proceeds that would have been required upon the exercise of the original warrant, divided by the amended number of warrant shares. The amendment was accounted for as a modification of a stock award. The Company determined that there was no incremental increase in the fair value for the amendment of the award and accordingly there was no charge to the statement of operations for the years ended December 31, 2018. | ||||
[3] | Pursuant to the terms of the warrant, the exercise price of the warrants issued to investors and the placement agent in connection with the sale of the Convertible Notes became fixed at $4.20 per share and $4.62 per share, respectively, at the date of the IPO, based upon the price of stock issued in the IPO. |
Warrants - Schedule of Stock _2
Warrants - Schedule of Stock Warrant Activity (Details) (Parenthetical) | Dec. 31, 2018$ / sharesshares |
Placement Agent [Member] | |
Purchase of common stock warrants | 15,339 |
Convertible note fixed price per share | $ / shares | $ 4.62 |
Investors [Member] | |
Convertible note fixed price per share | $ / shares | $ 4.20 |
Note Debt Holder [Member] | |
Purchase of common stock warrants | 171,908 |
Series B Warrants [Member] | |
Purchase of common stock warrants | 17,303 |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding and Exercisable Warrants (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Warrants Outstanding, Number of Warrants | 3,780,571 |
Warrants Exercisable, Exercisable Number of Warrants | 3,780,571 |
Exercise Price Range 1 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 12 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 183,969 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 4 years 6 months |
Warrants Exercisable, Exercisable Number of Warrants | 183,969 |
Exercise Price Range 2 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 6.25 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 75,000 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 4 years 4 months 24 days |
Warrants Exercisable, Exercisable Number of Warrants | 75,000 |
Exercise Price Range 3 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 6 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 1,725,000 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 4 years 4 months 24 days |
Warrants Exercisable, Exercisable Number of Warrants | 1,725,000 |
Exercise Price Range 4 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4.99 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 100,000 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 4 years 6 months |
Warrants Exercisable, Exercisable Number of Warrants | 100,000 |
Exercise Price Range 5 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4.62 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 138,392 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 3 years 10 months 25 days |
Warrants Exercisable, Exercisable Number of Warrants | 138,392 |
Exercise Price Range 6 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4.30 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 116,912 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 2 years 1 month 6 days |
Warrants Exercisable, Exercisable Number of Warrants | 116,912 |
Exercise Price Range 7 [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4.20 |
Warrants Outstanding, Exercisable Into Common stock | Common Stock |
Warrants Outstanding, Number of Warrants | 1,441,298 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 3 years 9 months 18 days |
Warrants Exercisable, Exercisable Number of Warrants | 1,441,298 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | Nov. 27, 2018 | Nov. 15, 2018 | Oct. 02, 2018 | Sep. 24, 2018 | Jul. 16, 2018 | Jun. 18, 2018 | Nov. 21, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 02, 2018 | Apr. 26, 2018 | Dec. 11, 2017 |
Common stock percentage | 25.00% | 50.00% | 25.00% | |||||||||
Option term | 1 year 7 months 6 days | |||||||||||
Stock-based compensation | $ 1,922,455 | $ 878,404 | ||||||||||
Stock Options [Member] | ||||||||||||
Stock options exercise price per share | $ 4.46 | |||||||||||
Number of stock shares granted | 1,520,207 | |||||||||||
Option exercise price | $ 7.07 | $ 10.16 | ||||||||||
Option term | 9 years | |||||||||||
Stock-based compensation | $ 864,626 | $ 801,624 | ||||||||||
Unrecognized stock-based compensation expense | $ 758,012 | |||||||||||
Stock option shares exercisable | 1,865,604 | |||||||||||
CFO Employment Agreement [Member] | ||||||||||||
Number of non-qualified stock options to purchase shares of common stock | 150,000 | |||||||||||
Stock options exercise price per share | $ 2.98 | |||||||||||
Stock option granted fair value per share | $ 1.10 | |||||||||||
Stock option grant fair value | $ 165,000 | |||||||||||
Stock price | $ 2.98 | |||||||||||
Risk free interest rate | 2.76% | |||||||||||
Expected volatility | 35.60% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 5 years 3 months 19 days | |||||||||||
Number of stock option vested | 50,000 | |||||||||||
Number of stock option expected to be vested | 100,000 | |||||||||||
Option exercise price | $ 2.98 | |||||||||||
Medical Advisory Board Member [Member] | ||||||||||||
Number of non-qualified stock options to purchase shares of common stock | 80,000 | |||||||||||
Stock options exercise price per share | $ 4.93 | |||||||||||
Stock options vesting description | The options have a ten-year term and vest monthly over two years | |||||||||||
Stock option granted fair value per share | $ 2.21 | |||||||||||
Stock option grant fair value | $ 176,800 | |||||||||||
Stock price | $ 4.93 | |||||||||||
Risk free interest rate | 2.85% | |||||||||||
Expected volatility | 42.60% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 6 years | |||||||||||
Board of Directors [Member] | ||||||||||||
Stock option granted fair value per share | $ 0.47 | |||||||||||
Stock option grant fair value | $ 507,697 | |||||||||||
Stock price | $ 4.99 | |||||||||||
Risk free interest rate | 2.97% | |||||||||||
Expected volatility | 35.30% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 5 years 2 months 12 days | |||||||||||
Number of stock shares granted | 1,080,207 | |||||||||||
Option to purchase shares of common stock percentage | 6.50% | |||||||||||
Option exercise price | $ 4.99 | |||||||||||
Option term | 2 years | |||||||||||
Resigning Directors [Member] | ||||||||||||
Stock option granted fair value per share | $ 0.50 | |||||||||||
Stock option grant fair value | $ 15,000 | |||||||||||
Stock price | $ 1.97 | |||||||||||
Risk free interest rate | 2.89% | |||||||||||
Expected volatility | 36.10% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 5 years 6 months | |||||||||||
Number of stock shares granted | 10,000 | |||||||||||
Option exercise price | $ 2.90 | |||||||||||
Dr. Francis Duhay [Member] | ||||||||||||
Stock option granted fair value per share | $ 0.56 | |||||||||||
Stock option grant fair value | $ 100,800 | |||||||||||
Number of stock shares granted | 60,000 | |||||||||||
Option exercise price | $ 2.57 | |||||||||||
Option term | 3 years | |||||||||||
Dr. Francis Duhay [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Number of stock option vested | 172,472 | |||||||||||
Number of stock shares granted | 29,183 | |||||||||||
Option exercise price | $ 1.97 | |||||||||||
Mr. Marcus Robins [Member] | ||||||||||||
Stock option granted fair value per share | $ 0.56 | |||||||||||
Stock option grant fair value | $ 100,800 | |||||||||||
Number of stock shares granted | 60,000 | |||||||||||
Option exercise price | $ 2.57 | |||||||||||
Option term | 3 years | |||||||||||
Mr. Marcus Robins [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Number of stock option vested | 172,472 | |||||||||||
Number of stock shares granted | 29,183 | |||||||||||
Option exercise price | $ 1.97 | |||||||||||
Dr. Sanjay Shrivastava [Member] | ||||||||||||
Stock option granted fair value per share | $ 0.56 | |||||||||||
Stock option grant fair value | $ 100,800 | |||||||||||
Number of stock shares granted | 60,000 | |||||||||||
Option exercise price | $ 2.57 | |||||||||||
Option term | 3 years | |||||||||||
Dr. Sanjay Shrivastava [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Number of stock option vested | 172,472 | |||||||||||
Number of stock shares granted | 29,183 | |||||||||||
Option exercise price | $ 1.97 | |||||||||||
Nonemployee Director [Member] | ||||||||||||
Stock price | $ 1.97 | |||||||||||
Risk free interest rate | 2.90% | |||||||||||
Expected volatility | 36.10% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 5 years 3 months 19 days | |||||||||||
Maximum [Member] | CFO Employment Agreement [Member] | ||||||||||||
Number of stock shares granted | 150,000 | |||||||||||
2016 Omnibus Incentive Plan [Member] | ||||||||||||
Stock option percentage description | The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be 110% of the fair market value on the date of the grant. | |||||||||||
Common stock percentage | 3.00% | |||||||||||
2016 Omnibus Incentive Plan [Member] | Stock Options [Member] | ||||||||||||
Stock option shares expired | 818,500 | 14,649 | ||||||||||
Stock option shares exercisable | 131,851 | |||||||||||
2016 Omnibus Incentive Plan [Member] | Resigning Directors [Member] | ||||||||||||
Stock price | $ 2.90 | |||||||||||
Risk free interest rate | 2.96% | |||||||||||
Expected volatility | 36.10% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 5 years | |||||||||||
Resigning directors period from original issuance date | 10 years | |||||||||||
2016 Omnibus Incentive Plan [Member] | Robert Anderson [Member] | ||||||||||||
Stock option grant fair value | $ 12,000 | |||||||||||
Stock price | $ 0.10 | |||||||||||
Number of stock shares granted | 40,000 | |||||||||||
Option exercise price | $ 12 | |||||||||||
2016 Omnibus Incentive Plan [Member] | Robert Doyle [Member] | ||||||||||||
Stock option grant fair value | $ 12,000 | |||||||||||
Stock price | $ 0.10 | |||||||||||
Number of stock shares granted | 40,000 | |||||||||||
Option exercise price | $ 12 | |||||||||||
2016 Omnibus Incentive Plan [Member] | Steven Girgenti [Member] | ||||||||||||
Stock option grant fair value | $ 12,000 | |||||||||||
Stock price | $ 0.10 | |||||||||||
Number of stock shares granted | 40,000 | |||||||||||
Option exercise price | $ 12 | |||||||||||
2016 Omnibus Incentive Plan [Member] | Former Director Robert Doyle [Member] | ||||||||||||
Stock option grant fair value | $ 1,920 | |||||||||||
Stock price | $ 0.32 | |||||||||||
Number of stock shares granted | 3,000 | |||||||||||
Option exercise price | $ 7 | |||||||||||
2016 Omnibus Incentive Plan [Member] | Former Director Robert Anderson [Member] | ||||||||||||
Stock option grant fair value | $ 1,920 | |||||||||||
Stock price | $ 0.32 | |||||||||||
Number of stock shares granted | 3,000 | |||||||||||
Option exercise price | $ 7 | |||||||||||
2016 Omnibus Incentive Plan [Member] | Former Director Robert Doyle and Robert Anderson [Member] | ||||||||||||
Stock price | $ 2.90 | |||||||||||
Risk free interest rate | 2.96% | |||||||||||
Expected volatility | 36.10% | |||||||||||
Annual rate of quarterly dividends | 0.00% | |||||||||||
Expected term | 5 years | |||||||||||
2016 Omnibus Incentive Plan [Member] | Minimum [Member] | ||||||||||||
Common stock, capital shares reserved for future issuance | 2,500,000 | 1,650,000 | ||||||||||
2016 Omnibus Incentive Plan [Member] | Maximum [Member] | ||||||||||||
Common stock, capital shares reserved for future issuance | 4,500,000 | 2,500,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Weighted Average Remaining Life In Years Outstanding | 1 year 7 months 6 days |
Stock Options [Member] | |
Number of Options Outstanding beginning | shares | 1,422,000 |
Number of Options, Granted | shares | 1,520,207 |
Number of Options, Forfeited | shares | (146,500) |
Number of Options Outstanding Ending | shares | 2,795,707 |
Number of Options Exercisable | shares | 1,865,604 |
Weighted Average Exercise Price Outstanding beginning | $ / shares | $ 10.16 |
Weighted Average Exercise Price, Granted | $ / shares | 4.46 |
Weighted Average Exercise Price, Forfeited | $ / shares | 10 |
Weighted Average Exercise Price Outstanding Ending | $ / shares | 7.07 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 8.50 |
Weighted Average Remaining Life In Years Outstanding | 9 years |
Weighted Average Remaining Life In Years Exercisable | 8 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding | $ | |
Aggregate Intrinsic Value Exercisable | $ |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Outstanding and Exercisable Options (Details) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Options Outstanding, Number of Options | 2,795,707 |
Options Exercisable, Exercisable Number of Options | 1,865,604 |
Exercise Price Range 1 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 12 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 120,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 8 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 120,000 |
Exercise Price Range 2 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 10 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 1,149,500 |
Options Exercisable, Weighted Average Remaining Life in Years | 7 years 9 months 18 days |
Options Exercisable, Exercisable Number of Options | 1,149,500 |
Exercise Price Range 3 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 7 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 6,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 8 years 10 months 25 days |
Options Exercisable, Exercisable Number of Options | 6,000 |
Exercise Price Range 4 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 4.99 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 1,080,207 |
Options Exercisable, Weighted Average Remaining Life in Years | 9 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 540,104 |
Exercise Price Range 5 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 4.93 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 80,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 9 years 6 months |
Options Exercisable, Exercisable Number of Options | 20,000 |
Exercise Price Range 6 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 2.98 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 150,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 9 years 6 months |
Options Exercisable, Exercisable Number of Options | |
Exercise Price Range 7 [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 2.90 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 30,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 9 years 10 months 25 days |
Options Exercisable, Exercisable Number of Options | 30,000 |
Exercise Price Range Eight [Member] | |
Options Outstanding, Exercise Price | $ / shares | $ 2.57 |
Options Outstanding, Exercisable Into Common stock | Common Stock |
Options Outstanding, Number of Options | 180,000 |
Options Exercisable, Weighted Average Remaining Life in Years | 9 years 10 months 25 days |
Options Exercisable, Exercisable Number of Options |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Outstanding and Exercisable Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Restricted Stock Units Outstanding, Grant Date Closing Stock Price | $ / shares | $ 1.97 |
Restricted Stock Units Outstanding, Exercisable Into Common stock | Common Stock |
Restricted Stock Units Outstanding, Outstanding Number of Units | 87,549 |
Restricted Stock Units Exercisable, Weighted Average Remaining Life in Years | 9 years 10 months 25 days |
Restricted Stock Units Exercisable, Exercisable Number of Units |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Advances to related party | $ 206,000 | |
Receipts from repayment of related party advances | 216,000 | |
Advance outstanding to related party | 0 | |
Receipts from collections of note receivable to related party | $ 160,000 | |
Debt instrument interest percentage | 15.00% | |
Debt maturity date | Sep. 15, 2017 | |
Accrued interest expense | 305,452 | $ 172,800 |
Related Party [Member] | ||
Accrued interest expense | 6,685 | |
Development and Manufacturing Agreement [Member] | ||
Contract revenue cost | $ 70,400 | $ 99,600 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 12, 2019 | Feb. 07, 2019 | Jan. 18, 2019 | Jan. 07, 2019 | Jan. 02, 2019 | Dec. 02, 2018 | Nov. 27, 2018 | Jun. 04, 2018 | Jan. 03, 2019 | Dec. 31, 2018 | May 30, 2018 | Dec. 31, 2017 |
Warrant strike price | $ 6 | |||||||||||
Number of common stock shares issued | 2,005 | 3,334 | 1,500,000 | |||||||||
Estimated offering fees and expenses | $ 880,679 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Payment on legal cost | $ 810,055 | |||||||||||
Product liability contingency unasserted claims | 500,000 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||||
Warrant strike price | $ 1.50 | |||||||||||
Gross proceeds of private placement offerings | $ 2,714,000 | |||||||||||
Number of common stock shares issued | 2,360,051 | |||||||||||
Offering price per share | $ 1.15 | |||||||||||
Number of shares called by warrant entitled to Placement Agent | 188,804 | |||||||||||
Warrant exercise term | 5 years | |||||||||||
Net proceeds of private placement offerings | $ 2,326,176 | |||||||||||
Estimated offering fees and expenses | $ 387,824 | |||||||||||
Subsequent Event [Member] | Cross-Complaint | ||||||||||||
Product liability contingency unasserted claims | $ 173,400 | |||||||||||
Subsequent Event [Member] | Dr. Peter Pappas [Member] | ||||||||||||
Number of stock shares granted | 20,000 | |||||||||||
Stock options vesting description | The options will vest monthly in twenty-four (24) equal installments for each month that he remains a member of the Company's Medical Advisory Board. | |||||||||||
Agreement term | 2 years | |||||||||||
Subsequent Event [Member] | H. Jorge UlloaMember | ||||||||||||
Stock option vested | 1 year | |||||||||||
Issuance of common stock for services | 30,000 | |||||||||||
Stock option granted at exercise price | $ 1.59 | |||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | ||||||||||||
Annual base salary | $ 225,000 | |||||||||||
Stock option vested | 3 years | |||||||||||
Stock options vesting description | The options vest quarterly, over a 3 year period, with a 1 year cliff. | |||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Ms. Sarner [Member] | ||||||||||||
Number of stock shares granted | 150,000 | |||||||||||
Stock option exercisable per share | $ 1.59 | |||||||||||
Subsequent Event [Member] | Alere Agreement [Member] | ||||||||||||
Monthly fee | $ 7,500 | |||||||||||
Issuance of warrants | 35,000 | |||||||||||
Warrant strike price | $ 1.59 | |||||||||||
Subsequent Event [Member] | MZ Agreement [Member] | ||||||||||||
Agreement term description | The MZ Agreement is for a term of twelve (12) months, that can be cancelled by either party at the end of six (6) months with thirty (30) day notice. After the full twelve (12) month term, the MZ Agreement will automatically renew every (6) months thereafter unless either party to the other delivers written notice of termination at least thirty (30) days notice prior to the end of the then current MZ Agreement. | |||||||||||
Received compensation | $ 8,000 | |||||||||||
Subsequent Event [Member] | MZ Agreement [Member] | Restricted Stock [Member] | ||||||||||||
Restricted shares that vested | 85,000 |