Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Celsion CORP | |
Entity Central Index Key | 0000749647 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,387,418 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,013,318 | $ 13,353,543 |
Investment securities - available for sale, at fair value | 15,702,388 | 14,257,998 |
Accrued interest receivable on investment securities | 65,673 | 68,309 |
Advances and deposits on clinical programs and other current assets | 1,271,670 | 451,293 |
Total current assets | 23,053,049 | 28,131,143 |
Property and equipment (at cost, less accumulated depreciation of $2,627,919 and $2,968,259, respectively) | 386,671 | 184,627 |
Other assets: | ||
In-process research and development, net | 15,736,491 | 15,736,491 |
Goodwill | 1,976,101 | 1,976,101 |
Operating lease right-of-use assets, net | 1,609,882 | |
Other intangible assets, net | 454,634 | 568,292 |
Deposits and other assets | 370,210 | 258,933 |
Total other assets | 20,147,318 | 18,539,817 |
Total assets | 43,587,038 | 46,855,587 |
Current liabilities: | ||
Accounts payable - trade | 3,392,593 | 3,020,638 |
Other accrued liabilities | 2,389,482 | 2,585,898 |
Operating lease liability - current portion | 366,541 | |
Deferred revenue - current portion | 500,000 | 500,000 |
Total current liabilities | 6,648,616 | 6,106,536 |
Earn-out milestone liability | 5,904,725 | 8,907,664 |
Note Payable, net of deferred financing costs | 9,608,761 | 9,417,037 |
Operating lease liability - non-current portion | 1,343,225 | |
Deferred revenue - non-current portion | 1,250,000 | 1,500,000 |
Other liabilities - non-current | 63,278 | |
Total liabilities | 24,755,327 | 25,994,515 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at June 30, 2019 and December 31, 2018) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 21,002,629 and 18,832,168 shares issued at June 30, 2019 and December 31, 2018, respectively, and 21,002,295 and 18,831,834 shares outstanding at June 30, 2019 and December 31, 2018, respectively) | 210,026 | 188,322 |
Additional paid-in capital | 300,549,511 | 294,393,313 |
Accumulated other comprehensive gain | 94,576 | 29,872 |
Accumulated deficit | (281,937,214) | (273,665,247) |
Total stockholders' equity before treasury stock | 18,916,899 | 20,946,260 |
Treasury stock, at cost (334 shares at June 30, 2019 and December 31, 2018) | (85,188) | (85,188) |
Total stockholders' equity | 18,831,711 | 20,861,072 |
Total liabilities and stockholders' equity | $ 43,587,038 | $ 46,855,587 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation and amortization of property, plant, and equipment | $ 2,627,919 | $ 2,968,259 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 21,002,629 | 18,832,168 |
Common stock, shares outstanding | 21,002,295 | 18,831,834 |
Treasury stock, shares | 334 | 334 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Licensing revenue | $ 125,000 | $ 125,000 | $ 250,000 | $ 250,000 |
Operating expenses: | ||||
Research and development | 3,558,074 | 4,593,544 | 6,325,733 | 7,334,620 |
General and administrative | 2,136,684 | 3,542,809 | 4,354,548 | 5,207,837 |
Total operating expenses | 5,694,758 | 8,136,353 | 10,680,281 | 12,542,457 |
Loss from operations | (5,569,758) | (8,011,353) | (10,430,281) | (12,292,457) |
Other (expense) income: | ||||
(Loss) gain from change in valuation of earn-out milestone liability | (127,061) | (277,129) | 3,002,939 | (547,324) |
Fair value of warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments | (400,000) | |||
Investment income | 144,602 | 73,461 | 258,393 | 147,185 |
Interest expense | (349,448) | (15,031) | (700,195) | (15,031) |
Other (expense) income | (2,850) | (504) | (2,823) | 76 |
Total other (expense) income, net | (334,757) | (219,203) | 2,158,314 | (415,094) |
Net loss | $ (5,904,515) | $ (8,230,556) | $ (8,271,967) | $ (12,707,551) |
Net loss per common share | ||||
Basic and diluted | $ (0.29) | $ (0.46) | $ (0.42) | $ (0.73) |
Weighted average shares outstanding | ||||
Basic and diluted | 20,605,762 | 17,743,229 | 19,713,449 | 17,503,796 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Changes in: | ||||
Realized (gains) losses on investment securities recognized in investment income, net | $ (969) | $ (3,909) | $ (10,350) | $ (8,337) |
Unrealized gains (losses) on investment securities, net | 8,721 | 31,406 | 75,054 | 12,584 |
Change in unrealized gains (losses) on available for sale securities, net | 7,752 | 27,497 | 64,704 | 4,247 |
Net loss | (5,904,515) | (8,230,556) | (8,271,967) | (12,707,551) |
Comprehensive loss | $ (5,896,763) | $ (8,203,059) | $ (8,207,263) | $ (12,703,304) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||||
Net loss | $ (5,904,515) | $ (8,230,556) | $ (8,271,967) | $ (12,707,551) | |
Adjustments to reconcile net loss to net cash from operating activities; | |||||
Depreciation and amortization | 362,027 | 174,342 | |||
Change in fair value of earn-out milestone liability | (3,002,939) | 547,324 | |||
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments | 400,000 | ||||
Recognition of deferred revenue | (250,000) | (250,000) | |||
Stock-based compensation costs | 1,308,492 | 3,371,301 | |||
Shares issued in exchange for services | 5,350 | 29,841 | |||
Amortization of deferred finance charges and debt discount associated with notes payable | 191,724 | 4,237 | |||
Change in deferred rent liability | (2,955) | ||||
Net changes in: | |||||
Accrued interest on investment securities | 2,636 | (2,392) | |||
Advances, deposits and other current assets | (931,654) | (62,000) | |||
Accounts payable and accrued liabilities | 24,460 | 35,776 | |||
Net cash (used in) operating activities: | (10,161,871) | (8,862,077) | |||
Cash flows from investing activities: | |||||
Purchases of investment securities | (13,279,686) | (5,712,170) | |||
Proceeds from sale and maturity of investment securities | 11,900,000 | 5,000,000 | |||
Purchases of property and equipment | (262,728) | (77,698) | |||
Net cash used in investing activities | (1,642,414) | (789,868) | |||
Cash flows from financing activities: | |||||
Proceeds from sale of common stock equity, net of issuance costs | 4,464,060 | 1,236,584 | |||
Proceeds received from notes payable | 9,725,000 | ||||
Net cash provided by financing activities | 4,464,060 | 10,961,584 | |||
(Decrease) increase in cash and cash equivalents | (7,340,225) | 1,309,639 | |||
Cash and cash equivalents at beginning of period | 13,353,543 | 11,444,055 | $ 11,444,055 | ||
Cash and cash equivalents at end of period | 6,013,318 | 12,753,694 | 6,013,318 | 12,753,694 | $ 13,353,543 |
Supplemental disclosures of cash flow information: | |||||
Interest paid | 508,471 | 10,794 | |||
Cash paid for amounts included in measurement of lease liabilities: | |||||
Operating cash flows from lease payments | 118,415 | 111,662 | 224,585 | ||
Non-cash financing and investing activities | |||||
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments | 400,000 | ||||
Fair value of warrants issued in connection with the debt facility | 507,116 | ||||
Right of use assets obtained in exchange for lease liabilities | |||||
Operating leases | 1,797,561 | ||||
Realized and unrealized gains and losses, net, on investment securities | $ 7,752 | $ 29,167 | $ 64,704 | $ 5,917 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 172,772 | $ 288,408,976 | $ (85,188) | $ (10,164) | $ (261,781,888) | $ 26,704,508 |
Balance, shares at Dec. 31, 2017 | 17,276,965 | 334 | ||||
Net loss | (12,707,551) | (12,707,551) | ||||
Sale of equity through ATM purchase agreement | $ 4,571 | 1,232,013 | 1,236,584 | |||
Sale of equity through ATM purchase agreement, shares | 457,070 | |||||
Warrants issued in connection with debt facility | 507,116 | 507,116 | ||||
Realized and unrealized gains and losses, net, on investments securities | 5,917 | 5,917 | ||||
Stock-based compensation expense | 3,371,301 | 3,371,301 | ||||
Issuance of restricted stock | $ 123 | 29,718 | 29,841 | |||
Issuance of restricted stock, shares | 12,250 | |||||
Balance at Jun. 30, 2018 | $ 177,466 | 293,549,124 | $ (85,188) | (4,247) | (274,489,439) | 19,147,716 |
Balance, shares at Jun. 30, 2018 | 17,746,285 | 334 | ||||
Balance at Mar. 31, 2018 | $ 177,403 | 289,810,437 | $ (85,188) | (33,414) | (266,258,883) | 23,610,355 |
Balance, shares at Mar. 31, 2018 | 17,740,035 | 334 | ||||
Net loss | (8,230,556) | (8,230,556) | ||||
Warrants issued in connection with debt facility | 507,116 | 507,116 | ||||
Realized and unrealized gains and losses, net, on investments securities | 29,167 | 29,167 | ||||
Stock-based compensation expense | 3,217,633 | 3,217,633 | ||||
Issuance of restricted stock | $ 63 | 13,938 | 14,001 | |||
Issuance of restricted stock, shares | 6,250 | |||||
Balance at Jun. 30, 2018 | $ 177,466 | 293,549,124 | $ (85,188) | (4,247) | (274,489,439) | 19,147,716 |
Balance, shares at Jun. 30, 2018 | 17,746,285 | 334 | ||||
Balance at Dec. 31, 2018 | $ 188,322 | 294,393,313 | $ (85,188) | 29,872 | (273,665,247) | 20,861,072 |
Balance, shares at Dec. 31, 2018 | 18,831,834 | 334 | ||||
Net loss | (8,271,967) | (8,271,967) | ||||
Realized and unrealized gains and losses, net, on investments securities | 64,704 | 64,704 | ||||
Stock-based compensation expense | 1,308,492 | 1,308,492 | ||||
Issuance of restricted stock | $ 105 | 5,245 | 5,350 | |||
Issuance of restricted stock, shares | 10,500 | |||||
Sale of equity through equity financing facilities | $ 21,599 | 4,442,461 | 4,464,060 | |||
Sale of equity through equity financing facilities, shares | 2,159,961 | |||||
Common stock warrants issued in connection with amendment to modify GEN-1 earn-out milestone payments | 400,000 | 400,000 | ||||
Balance at Jun. 30, 2019 | $ 210,026 | 300,549,511 | $ (85,188) | 94,576 | (281,937,214) | 18,831,711 |
Balance, shares at Jun. 30, 2019 | 21,002,295 | 334 | ||||
Balance at Mar. 31, 2019 | $ 196,624 | 297,231,041 | $ (85,188) | 86,824 | (276,032,699) | 21,396,602 |
Balance, shares at Mar. 31, 2019 | 19,662,020 | 334 | ||||
Net loss | (5,904,515) | (5,904,515) | ||||
Realized and unrealized gains and losses, net, on investments securities | 7,752 | 7,752 | ||||
Stock-based compensation expense | 617,347 | 617,347 | ||||
Issuance of restricted stock | $ 24 | 5,325 | 5,349 | |||
Issuance of restricted stock, shares | 2,500 | |||||
Sale of equity through equity financing facilities | $ 13,378 | 2,695,798 | 2,709,176 | |||
Sale of equity through equity financing facilities, shares | 1,337,775 | |||||
Balance at Jun. 30, 2019 | $ 210,026 | $ 300,549,511 | $ (85,188) | $ 94,576 | $ (281,937,214) | $ 18,831,711 |
Balance, shares at Jun. 30, 2019 | 21,002,295 | 334 |
Business Description
Business Description | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Note 1. Business Description Celsion Corporation (“Celsion” and the “Company”) is a fully-integrated development stage oncology drug company focused on advancing a portfolio of innovative cancer treatments, including directed chemotherapies, DNA-mediated immunotherapy and RNA based therapies. Our lead product candidate is ThermoDox ® |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiary, CLSN Laboratories, Inc, have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the three and six-month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for any other interim period(s) or for any full year. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (SEC) on March 29, 2019. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the financial statements other than those arising in the ordinary course of business. Certain reclassifications have been made to the prior year financial statements to conform to classifications used in the current year. There classifications had no impact on net loss, stockholder’s equity or cashflows as previously reported. |
Financial Condition Business Pl
Financial Condition Business Plan | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Condition and Business Plan | Note 3. Financial Condition and Business Plan Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s product candidates, and applications and submissions to the U.S. Food and Drug Administration. The Company has not generated significant revenue and have incurred significant net losses in each year since our inception. As of June 30, 2019, the Company has incurred approximately $282 million of cumulative net losses and we had approximately $21.8 million in cash, investment securities and interest receivable. We have substantial future capital requirements to continue our research and development activities and advance our product candidates through various development stages. The Company believes these expenditures are essential for the commercialization of its technologies. The Company expects its operating losses to continue for the foreseeable future as it continues its product development efforts, and when it undertakes marketing and sales activities. The Company’s ability to achieve profitability is dependent upon its ability to obtain governmental approvals, manufacture, and market and sell its new product candidates. There can be no assurance that the Company will be able to commercialize its technology successfully or that profitability will ever be achieved. The operating results of the Company have fluctuated significantly in the past. We have substantial future capital requirements associated with our continued research and development activities and to advance our product candidates through various stages of development. The Company believes these expenditures are essential for the commercialization of its technologies. The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following: ● the progress of research activities; ● the number and scope of research programs; ● the progress of preclinical and clinical development activities; ● the progress of the development efforts of parties with whom the Company has entered into research and development agreements; ● the costs associated with additional clinical trials of product candidates; ● the ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; ● the ability to achieve milestones under licensing arrangements; ● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and ● the costs and timing of regulatory approvals. The Company has based its estimate on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. Potential sources of financing include strategic relationships, public or private sales of the Company’s shares or debt, the sale of the Company’s State of New Jersey net operating losses and other sources. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of existing stockholders may be diluted. Annually, the State of New Jersey enables approved technology and biotechnology businesses with New Jersey net operating tax losses the opportunity to sell these losses through the Technology Business Tax Certificate Program (the “NOL Program”), thereby providing cash to companies to help fund their operations. The Company determined it met the eligibility requirements of the NOL Program and filed its application with the New Jersey Economic Development Authority (NJEDA) in June 2018. In this application, the Company requested authorization of up to $12.5 million in tax benefits from its cumulative New Jersey net operating losses to be eligible for sale. In September 2018, the NJEDA notified the Company that its application received approval to transfer $11.1 million of tax benefits. In December 2018, the Company successfully transferred these approved tax benefits which resulted in the receipt of $10.4 million in net cash proceeds to the Company at the end of 2018. The Company has approximately $3.9 million in future tax benefits remaining under the NOL Program for future years subsequent to 2018. In June 2019, the Company filed an application under the NOL Program to transfer an additional $2.0 million of tax benefits. With $21.8 million in cash, investment securities and interest receivable at June 30, 2019 coupled with potential future sales of the Company’s New Jersey NOL’s and, as more fully described in Note 11, the remaining availability under the Capitol on Demand™ with JonesTrading Institutional Services LLC and the common stock purchase agreement with Aspire Capital Fund LLC, the Company believes it has sufficient capital resources to fund its operations into the first quarter of 2021. The Company will be required to obtain additional funding to continue development of its current product candidates within the anticipated time periods, if at all, and to continue to fund operations. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 4. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by Financial Accounting Standards Board (FASB) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” - Topic 842 (ASC Topic 842), which requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update became effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. The FASB subsequently issued the following amendments to ASC Topic 842, which have the same effective date and transition date of January 1, 2019: ● ASU No. 2018-10, Codification Improvements to Topic 842, Leases ● ASU No. 2018-11, Leases (Topic 842): Targeted Improvements We adopted Topic ASC 842 effective January 1, 2019 and elected to apply the available practical expedients and implement internal controls to enable the preparation of financial information on adoption. We identified two of our leases consisting of the New Jersey corporate office lease and the Alabama lab facility lease as being subject to Topic ASC 842. The adoption of this standard resulted in the recognition of right-of-use assets of approximately $1.4 million, related operating lease liabilities of $1.5 million and reduced other liabilities by approximately $0.1 million on the consolidated balance sheets as of January 1, 2019 with no material impact to the opening balance of retained earnings. See Note 15 for further discussions regarding the adoption of ASC Topic 842. In August 2018, the SEC issued a final rule to simplify certain disclosure requirements. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. In August and September 2018, further amendments were issued to provide implementation guidance on adoption of the SEC rule and transition guidance for the new interim stockholders’ equity disclosure. We adopted this amended guidance in the first quarter of 2019. The adoption of this amended guidance resulted in us disclosing the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month and six-month periods ending June 30, 2019 and 2018. In January 2017, the FASB issued Accounting Standard Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The adoption of ASU 2017-01 did not have an impact on our financial statement or disclosures. In January 2017, the FASB issued Accounting Standard Update No. 2017-04, “Intangibles-Goodwill and Other, Simplifying the Test for Goodwill Impairment,” which eliminated Step 2 not |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 5. Net Loss per Common Share Basic loss per share is calculated based upon the net loss available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated after adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of preferred stock, options and warrants and their equivalents are computed using the treasury stock method. The total number of shares of common stock issuable upon exercise of warrants, stock option grants and equity awards were 4,595,990 shares for the six-month period ended June 30, 2019. Warrants with an exercise price of $0.01 (as more fully described in Note 13 of these financial statements) exercisable for 200,000 shares of common stock was considered issued in calculating basic loss per share. For the three and six-month periods ended June 30, 2019, diluted loss per common share was the same as basic loss per common share as the other 4,395,990 warrants and equity awards that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted loss per common share as their effect would have been anti-dilutive. The total number of shares of common stock issuable upon exercise of warrants and equity awards was 6,255,757 shares for the three-month and six-month periods ended June 30, 2018. For the three and six-month periods ended June 30, 2018, diluted loss per common share was the same as basic loss per common share as all options and all warrants that were exercisable into shares of the Company’s common stock were excluded from the calculation of diluted earnings attributable to common shareholders per common share as their effect would have been anti-dilutive. The Company did not pay any dividends during the six-month periods ended June 30, 2019 and 2018. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6. Fair Value of Financial Instruments Short-term investments available for sale were approximately $15.7 million and $14.3 million as of June 30, 2019 and December 31, 2018, respectively, and consist of corporate debt securities. These investments are valued at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity in accumulated other comprehensive loss. Securities available for sale are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: June 30, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investments Corporate debt securities $ 15,607,812 $ 15,702,388 $ 14,228,126 $ 14,257,998 Total $ 15,607,812 $ 15,702,388 $ 14,228,126 $ 14,257,998 June 30, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 9,821,406 $ 9,897,504 $ 5,383,488 $ 5,393,743 Between 3-12 months 5,786,406 5,804,884 8,844,638 8,864,255 Total $ 15,607,812 $ 15,702,388 $ 14,228,126 $ 14,257,998 The following table shows the Company’s investment securities gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2019 and December 31, 2018. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. June 30, 2019 December 31, 2018 Available for sale securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments with unrealized gains $ 14,395,809 $ 95,013 $ 7,515,676 $ 38,068 Investments with unrealized losses 1,306,579 (437 ) 6,742,322 (8,196 ) Total $ 15,702,388 $ 94,576 $ 14,257,998 $ 29,872 Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Three Months Ended June 30, 2019 2018 Interest and dividends accrued and paid $ 143,633 $ 69,559 Realized gains 969 3,902 Investment income, net $ 144,602 $ 73,461 Six Months Ended June 30, 2019 2018 Interest and dividends accrued and paid $ 248,043 $ 138,848 Realized gains 10,350 8,337 Investment income, net $ 258,393 $ 147,185 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. Fair Value Measurements FASB Accounting Standards Codification (ASC) Section 820 “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows: Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date; Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability. Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the condensed consolidated balance sheet at their approximate estimated fair values primarily due to their short-term nature. The fair values of securities available for sale is determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items in both 2019 and 2018. There were no transfers of assets or liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 thus far in 2019 and during the year ended December 31, 2018. The changes in Level 3 liabilities were the result of changes in the fair value of the earn-out milestone liability included in earnings and in-process R&D. The earnout milestone liability is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 13 for significant unobservable inputs). The in-process R&D – GBM is valued using a multi-period excess earnings method (see Note 8 for significant unobservable inputs). The table below summarizes assets and liabilities measured at fair value. This table only includes those assets and liabilities with fair values that have changed since December 31, 2018: Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Assets: Recurring items as of June 30, 2019 Corporate debt securities, available for sale $ 15,702,388 $ ─ $ 15,702,388 $ ─ Recurring items as of December 31, 2018 Corporate debt securities, available for sale $ 14,257,998 $ ─ $ 14,257,998 $ ─ Liabilities: Recurring items as of June 30, 2019 Earn-out milestone liability (Note 13) $ 5,904,725 $ ─ $ ─ $ 5,904,725 Recurring items as of December 31, 2018 Earn-out milestone liability (Note 13) $ 8,907,664 $ ─ $ ─ $ 8,907,664 |
Acquisition of EGEN Assets
Acquisition of EGEN Assets | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition of EGEN Assets | Note 8. Acquisition of EGEN Assets On June 20, 2014, we completed the acquisition of substantially all of the assets of EGEN, which has changed its company name to EGWU, Inc. after the closing of the acquisition (“EGEN”), pursuant to an Asset Purchase Agreement dated as of June 6, 2014, by and between EGEN and Celsion (the “Asset Purchase Agreement”). We acquired all EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date. At the time of the acquisition, the total purchase price for the asset acquisition was up to $44.4 million, including potential future earnout payments of up to $30.4 million contingent upon achievement of certain earnout milestones set forth in the Asset Purchase Agreement. We paid approximately $3.0 million in cash after the expense adjustment and issued 241,590 shares of our common stock to EGEN. The shares of common stock were issued in a private transaction exempt from registration under the Securities Act, pursuant to Section 4 (2) thereof. Acquired In-process Research and Development Acquired in-process research and development (IPR&D) consists of EGEN’s drug technology platforms: TheraPlas and TheraSilence. The fair value of the IPR&D drug technology platforms was estimated to be $24.2 million as of the acquisition date. As of the closing of the acquisition, the IPR&D was considered indefinite lived intangible assets and will not be amortized. IPR&D is reviewed for impairment at least annually as of our third quarter ended September 30, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. On December 31, 2016, the Company determined one of its IPR&D assets related to its RNA delivery system was impaired and wrote off its fair value, incurring a non-cash charge of $1.4 million during 2016. During its annual assessments on September 30, 2017 and 2018, the Company determined its IPR&D asset related to its glioblastoma multiforme cancer (GBM) product candidate, originally fair valued at $9.4 million on the date of acquisition, was impaired and wrote this asset’s carrying value down to $2.4 million collectively after those two assessments, incurring non-cash charges of $2.5 million and $4.5 million during 2017 and 2018, respectively. On September 30, 2018 and 2017, the Company evaluated its IPR&D of the ovarian cancer indication and concluded that it is not more likely than not that the asset is impaired. As no other indicators of impairment existed during the fourth quarter of 2018 and thus far in 2019, the Company concluded none of the other IPR&D assets were impaired at December 31, 2018 and June 30, 2019. The carrying amount of the ovarian cancer indication was $13.3 million at June 30, 2019 and December 31, 2018. Covenants Not To Compete Pursuant to the EGEN Purchase Agreement, EGEN provided certain covenants (“Covenant Not To Compete”) to the Company whereby EGEN agreed, during the period ending on the seventh anniversary of the closing date of the acquisition on June 20, 2014, not to enter into any business, directly or indirectly, which competes with the business of the Company nor will it contact, solicit or approach any of the employees of the Company for purposes of offering employment. The Covenant Not to Compete, which was valued at approximately $1.6 million at the date of the EGEN asset acquisition, has a definitive life and is amortized on a straight-line basis over its life of 7 years. The Company recognized amortization expense of $56,829 in each of the three-month periods ended June 30, 2019 and 2018. The Company recognized amortization expense of $113,658 in each of the six-month periods ended June 30, 2019 and 2018. The carrying value of the Covenant Not to Compete was $454,634, net of $1,136,580 in accumulated amortization expense, as of June 30, 2019. The carrying value of the Covenant Not to Compete was $568,929, net of $1,022,922 in accumulated amortization expense, as of December 31, 2018. Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete. Year Ended June 30, 2020 $ 227,316 2021 227,318 2022 and thereafter - Total $ 454,634 Goodwill The purchase price exceeded the estimated fair value of the net assets acquired by approximately $2.0 million which was recorded as Goodwill. Goodwill represents the difference between the total purchase price for the net assets purchased from EGEN and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. Goodwill is reviewed for impairment at least annually as of our third quarter ended September 30 or sooner if we believe indicators of impairment exist. As of September 30, 2018, we concluded that the Company’s fair value exceeded its carrying value therefore “it is not more likely than not” that the Goodwill was impaired. As no other indicators of impairment existed during the fourth quarter of 2018 and thus far in 2019, the Company concluded it is “not more likely than not” Goodwill was impaired. Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the six-month period ended June 30, 2019: IPR&D Goodwill Covenant Not To Compete For the six-months ended June 30, 2019 Balance at January 1, 2019, net $ 15,736,491 $ 1,976,101 $ 568,292 Amortization - - (113,658 ) Balance at June 30, 2019, net $ 15,736,491 $ 1,976,101 $ 454,634 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities Other accrued liabilities at June 30, 2019 and December 31, 2018 include the following: June 30, 2019 December 31, 2018 (Unaudited) Amounts due to contract research organizations and other contractual agreements $ 1,061,448 $ 749,369 Accrued payroll and related benefits 1,004,120 1,592,590 Accrued professional fees 304,504 198,654 Other 19,410 45,285 Total $ 2,389,482 $ 2,585,898 |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 10. Note Payable Horizon Credit Agreement On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $10 million in new capital (the “Horizon Credit Agreement”). The Company drew down $10 million upon closing of the Horizon Credit Agreement on June 27, 2018. The Company will use the funding provided under the Horizon Credit Agreement for working capital and advancement of its product pipeline. The obligations under the Horizon Credit Agreement are secured by a first-priority security interest in substantially all assets of Celsion other than intellectual property assets. The obligations will bear interest at a rate calculated based on one-month LIBOR plus 7.625%. The effective interest rate at December 31, 2018 was 9.98%. Payments under the loan agreement are interest only for the first twenty-four (24) months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. At its option, the Company can prepay all the outstanding principal balance by prepaying the outstanding principal balance and an amount equal to 1-3% of the outstanding principal balance at that time, based on the amount of time prior to the maturity date of the notes. The Horizon Credit Agreement contains customary representations, warranties and affirmative and negative covenants including, among other things, covenants that limit or restrict Celsion’s ability to grant liens, incur indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets. Upon the occurrence of an event of default under the Horizon Credit Agreement, the lenders may cease making loans, terminate the Horizon Credit Agreement, declare all amounts outstanding to be immediately due and payable and foreclose on or liquidate Celsion’s assets that comprise the lenders’ collateral. The Horizon Credit Agreement specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, a material adverse effect on Celsion or its assets, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As a fee in connection with the Horizon Credit Agreement, Celsion issued Horizon warrants exercisable for a total of 190,114 shares of Celsion’s common stock (the “Horizon Warrants”) at a per share exercise price of $2.63. The Horizon Warrants are immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. Celsion registered the Horizon Warrants on Form S-3 (File No. 333 - 227236) filed with the Securities and Exchange Commission on September 7, 2018 and declared effective on October 10, 2018. The Company valued the Horizon Warrants issued using the Black-Scholes option pricing model and recorded a total of $507,116 as a direct deduction from the debt liability consistent with the presentation of a debt discount and are being amortized as interest expense using the effective interest method over the life of the loan. In connection with the Horizon Credit Agreement, the Company incurred financing fees and expenses totaling $175,000 which are recorded and classified as debt discount. In addition, the Company paid loan origination fees of $100,000 which has been recorded and classified as debt discount. These debt discount amounts totaling $782,116 are being amortized as interest expense using the effective interest method over the life of the loan. Also, in connection with each of the Horizon Credit Agreements, the Company is required to pay an end of term charge equal to 4.0% of the original loan amount at time of maturity. Therefore, these amounts totaling $400,000 are being amortized as interest expense using the effective interest method over the life of the loan. During the three-month period ending June 30, 2019, the Company incurred $255,182 in interest expense and amortized $94,266 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. During the six-month period ending June 30, 2019, the Company incurred $508,471 in interest expense and amortized $191,724 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. The Company incurred $10,794 in interest expense and amortized $4,237 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. during each of the three-month and six-month periods ending June 30, 2019, Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end of term charges, due on the Horizon Credit Agreement: As of June 30, 2020 $ - 2021 4,583,333 2022 5,000,000 2023 416,667 2024 and thereafter - Subtotal of future principal payments 10,000,000 Unamortized debt issuance costs, net (391,239 ) $ 9,608,761 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity In September 2018, the Company filed with the SEC a new $75 million shelf registration statement on Form S-3 (the “2018 Shelf Registration Statement”) (File No. 333-227236) that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred stock. This shelf registration was declared effective on October 12, 2018 and will expire three years from that date. Aspire Purchase Agreement On August 31, 2018, we entered into a common stock purchase agreement (the “Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 24-month term of the Aspire Purchase Agreement. On October 12, 2018, the Company filed with the SEC a prospectus supplement to the 2018 Shelf Registration Statement registering all the shares of common stock that may be offered to Aspire Capital from time to time. Under the Aspire Purchase Agreement, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 100,000 shares of the Company’s common stock per business day, up to $15.0 million of the Company’s common stock in the aggregate at a per share price (the “Purchase Price”) equal to the lesser of: ● the lowest sale price of the Company’s common stock on the purchase date; or ● the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. The Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an additional 2,000,000 shares per business day. In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount equal to at least 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company’s common stock traded on its principal market on the VWAP Purchase Date. The Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. There are no trading volume requirements or restrictions under the Aspire Purchase Agreement, and the Company will control the timing and amount of sales of the Company’s common stock to Aspire Capital. Aspire Capital has no right to require any sales by the Company but is obligated to make purchases from the Company as directed by the Company in accordance with the Aspire Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the Aspire Purchase Agreement. In consideration for entering into the Aspire Purchase Agreement, concurrently with the execution of the Aspire Purchase Agreement, the Company issued to Aspire Capital 164,835 shares of the Company’s common stock (the “Commitment Shares”). The Company’s policy is to record specific incremental costs directly attributable to an offering as a charge against the gross proceeds, if any, when the offering becomes effective. These Commitment Shares valued at $450,000 were recorded in September 2018 as costs of equity financing and charged against additional paid-in capital. The Aspire Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of the Company’s common stock during any time prior to the termination of the Aspire Purchase Agreement. Any proceeds from the Company receives under the Aspire Purchase Agreement are expected to be used for working capital and general corporate purposes. During 2018, the Company sold and issued an aggregate of 100,000 shares under the Aspire Purchase Agreement, receiving approximately $0.2 million. The Company sold and issued an aggregate of 1.9 million shares under the Aspire Purchase Agreement, receiving approximately $3.9 million during the first six months of 2019. Subsequent to June 30, 2019 and through August 13, 2019, the Company sold 300,000 shares under the Aspire Purchase Agreement, receiving approximately $0.5 million in additional gross proceeds. As of June 30, 2019, the Company has $10.5 million remaining under the Aspire Purchase Agreement. Capital on Demand TM On December 4, 2018, the Company entered into a Capital on Demand TM The Company is not obligated to sell any common stock under the Capital on Demand Agreement and, subject to the terms and conditions of the Capital on Demand Agreement, JonesTrading will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market, to sell common stock from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Under the Capital on Demand Agreement, JonesTrading may sell common stock by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Capital on Demand Agreement will terminate upon the earlier of (i) the sale of all shares of our common stock subject to the Sales Agreement, and (ii) the termination of the Capital on Demand Agreement by JonesTrading or Celsion. The Capital on Demand Agreement may be terminated by JonesTrading or the Company at any time upon 10 days’ notice to the other party, or by JonesTrading at any time in certain circumstances, including the occurrence of a material adverse change in the Company. The Company will pay JonesTrading a commission of 3.0% of the aggregate gross proceeds from each sale of Common Stock and has agreed to provide JonesTrading with customary indemnification and contribution rights. The Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-227236), the base prospectus dated October 12, 2018, filed as part of such Registration Statement, and the prospectus supplement dated December 4, 2018, filed by Celsion with the Securities and Exchange Commission. The Company did not sell any shares under the Capital on Demand Agreement as of December 31, 2018. During the first six months of 2019, the Company sold and issued an aggregate of 259,961 shares under the Capital on Demand Agreement, receiving approximately $0.6 million in net proceeds. Subsequent to June 30, 2019 and through August 13, 2019, the Company sold approximately 85,000 shares under the Capital on Demand Agreement, receiving approximately $154,000 in additional net proceeds. As of June 30, 2019, the Company has $15.4 million remaining under the Capital on Demand Agreement. Controlled Equity Offering On February 1, 2013, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company could offer and sell, from time to time, through Cantor, shares of its common stock having an aggregate offering price of up to $25.0 million (the “ATM Shares”) pursuant to the registration statement on Form S-3 (File No. 333-183286). Under the ATM Agreement, Cantor may sell ATM Shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market, on any other existing trading market for the Company’s common stock or to or through a market maker. On October 10, 2018, the Company delivered notice to Cantor terminating the ATM effective as of October 20, 2018. The Company has no further obligations under the ATM Agreement. From February 1, 2013 through the date of the termination of the ATM Agreement, the Company sold and issued an aggregate of 1,784,396 shares of common stock under the ATM Agreement, receiving approximately $12.8 million in gross proceeds. During 2018 through the date of its termination in October 2018, the Company received approximately $1.2 million in proceeds from the sale of 457,070 shares of common stock under the ATM Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation The Company has long-term compensation plans that permit the granting of equity based-awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, and performance awards. At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Celsion Corporation 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 2,700,000 shares of Celsion common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, performance awards, or in any combination of the foregoing. At the 2019 Annual Stockholders Meeting of the Company held on May 14, 2019, stockholders approved an amendment to the 2018 Plan whereby the Company increased the number of common stock shares available by 1,200,000 to a total of 3,900,000 under the 2018 Plan, as amended. Prior to the adoption of the 2018 Plan, the Company had maintained the Celsion Corporation 2007 Stock Incentive Plan (the “2007 Plan”). The 2007 Plan permitted the granting of 688,531 shares of Celsion common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, performance awards, or in any combination of the foregoing. The 2018 Plan replaced the 2007 Plan although the 2007 Plan remains in effect for awards previously granted under the 2007 Plan. Under the terms of the 2018 Plan, any shares subject to an award under the 2007 Plan which are not delivered because of the expiration, forfeiture, termination or cash settlement of the award will become available for grant under the 2018 Plan. The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of Celsion common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Celsion must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options. Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards. On September 28, 2018, and again on February 19, 2019, the Compensation Committee of the Board of Directors approved the grant of (i) inducement stock options (the “Inducement Option Grants”) to purchase a total of 164,004 and 140,004 shares of Celsion common stock, respectively and (ii) inducement restricted stock awards (the “Inducement Stock Grants”) totaling 19,000 and 13,000 shares of Celsion common stock to five new employees collectively. Each award has a grant date of the date of grant. Each Inducement Option Grant has an exercise price per share equal to 2.77 and $2.18 which represents the closing price of Celsion’s common stock as reported by Nasdaq on September 28, 2018 and February 19, 2019, respectively. Each Inducement Option Grant will vest over three years, with one-third vesting on the one-year anniversary of the employee’s first day of employment with the Company and one-third vesting on the second and third anniversaries thereafter, subject to the new employee’s continued service relationship with the Company on each such date. Each Inducement Option Grant has a ten-year term and is subject to the terms and conditions of the applicable stock option agreement. Each of Inducement Stock Grant will vest on the one-year anniversary of the employee’s first day of employment with the Company and are subject to the new employee’s continued service relationship with the Company through such date and is subject to the terms and conditions of the applicable restricted stock agreement. As of June 30, 2019, there was a total of 4,582,893 shares of Celsion common stock reserved for issuance under the 2018 Plan which were comprised of 3,710,386 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 872,507 shares of Celsion common stock available for future issuance under the 2018 Plan. As of June 30, 2019, there was a total of 259,506 of Celsion common stock subject to outstanding inducement awards. Total compensation cost related to stock options and restricted stock awards amounted to $622,697 and $3,217,633 for the three-month periods ended June 30, 2019, and 2018, respectively. Of these amounts, $239,407 and $1,056,866 was charged to research and development during the three-month periods ended June 30, 2019 and 2018, respectively, and $383,290 and $2,160,767 was charged to general and administrative expenses during the three-month periods ended June 30, 2019 and 2018, respectively. Total compensation cost related to stock options and restricted stock awards amounted to $1,313,842 and $3,387,141 for the six-month periods ended June 30, 2019, and 2018, respectively. Of these amounts, $479,794 and $1,109,188 was charged to research and development during the six-month periods ended June 30, 2019 and 2018, respectively, and $834,048 and $2,277,953 was charged to general and administrative expenses during the six-month periods ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was $2.3 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.5 years. The weighted average grant date fair values of the stock options granted during the six-month periods ended June 30, 2019 and 2018 was $1.88 and $2.23, respectively. A summary of stock option awards and restricted stock grants for the six-months ended June 30, 2019 is presented below: Stock Options Restricted Stock Awards Weighted Options Weighted Average Exercise Price Non-vested Weighted Average Grant Date Fair Value Contractual Equity awards outstanding at January 1, 2019 3,148,743 $ 2.67 22,500 $ 2.72 Equity awards granted 805,004 $ 2.16 15,500 $ 2.17 Vested and issued - $ - (10,500 ) $ 2.49 Equity awards forfeited, cancelled or expired (11,355 ) $ 2.37 - $ - Equity awards outstanding at June 30, 2019 3,942,392 $ 2.56 27,500 $ 2.30 8.9 Aggregate intrinsic value of outstanding equity awards at June 30, 2019 $ - $ 27,500 Equity awards exercisable at June 30, 2019 2,420,261 $ 2.77 8.7 Aggregate intrinsic value of equity awards exercisable at June 30, 2019 $ 50,050 The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Celsion’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Six Months Ended June 30, 2019 2018 Risk-free interest rate 2.42% - 2.65 % 3.08 % Expected volatility 101.3 -106.2 % 99.9 - 100.0 % Expected life (in years) 7.5 - 9.3 9.5-10.0 Expected dividend yield - % - % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant. Starting in 2017, the Company elected to account for any forfeitures when they occur. |
Earn-out Milestone Liability
Earn-out Milestone Liability | 6 Months Ended |
Jun. 30, 2019 | |
Hercules Warrant [Member] | |
Earn-out Milestone Liability | Note 13. Earn-out Milestone Liability The total aggregate purchase price for the EGEN asset acquisition included potential future Earn-out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 million in future Earn-out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company’s risk-adjusted assessment of each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). The earn-out milestone liability will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statements. On March 28, 2019, the Company and EGWU, Inc, entered into the Amended Asset Purchase Agreement. Pursuant to the Amended Asset Purchase Agreement, payment of the earnout milestone liability related to the Ovarian Cancer Indication of $12.4 million has been modified. The Company has the option to make the payment as follows: a) $7.0 million in cash within 10 business days of achieving the milestone; or b) $12.4 million in cash, common stock of the Company, or a combination of either, within one year of achieving the milestone. The Company provided EGWU, Inc. 200,000 warrants to purchase common stock at a strike price of $0.01 per warrant share as consideration for entering into this amended agreement. The warrant shares have no expiration and were fair valued at $2.00 using the closing price of a share of Celsion stock on the date of issuance offset by the exercise price and recorded as a non-cash expense in the income statement and were classified as equity on the balance sheet. As of June 30, 2019, March 31, 2019 and December 31, 2018, the Company fair valued the earn-out milestone liability at $5.9 million, $5.8 million and $8.9 million, respectively and recognized a non-cash charge for the three month period ended June 30, 2019 and a non-cash benefit of $3.0 million for the six month period ended June 30, 2019. In assessing the earnout milestone liability at March 31, 2019 and June 30, 2019, the Company the fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 80% and 20% probability for the $7.0 million and the $12.4 million payments, respectively. As of June 30, 2018, March 31, 2018, and December 31, 2017, the Company fair valued these milestones at $13.1 million, $12.8 million and $12.5 million, respectively, and recognized a non-cash charge of $270,195 and 547,324 during the three and six-month periods ended June 30, 2018, respectively, as a result of the change in the fair value of these milestones from December 31, 2017. The following is a summary of the changes in the earn-out milestone liability for 2019: Balance at January 1, 2019 $ (8,907,664 ) Non-cash gain from the adjustment for the change in fair value 3,002,939 Balance at June 30, 2019 $ (5,904,725 ) The following is a schedule of the Company’s risk-adjustment assessment of each milestone: Date Risk-adjustment Assessment of achieving each Milestone Discount Rate Estimated Time to Achieve June 30, 2019 80% 9% 0.75 to 1.75 years March 31, 2019 80% 9% 1.00 to 2.00 years December 31, 2018 80% 9% 1.25 years June 30, 2019 35% to 80% 9% 0.83 to 1.00 years March 31, 2018 35% to 80% 9% 1.08 to 1.25 years December 31, 2017 35% to 80% 9% 1.33 to 1.50 years |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 14. Warrants Common Stock Warrants Following is a summary of all warrant activity for the six months ended June 30, 2019: Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2018 1,593,162 $ 5.36 Warrants issued during the six months ended June 30, 2019 (see Note 13) 200,000 $ 0.01 Warrants expired during the six months ended June 30, 2019 (1,167,064 ) $ 6.32 Warrants outstanding at June 30, 2019 626,098 $ 1.87 Aggregate intrinsic value of outstanding warrants at June 30, 2019 $ 362,000 Schedule of weighted average remaining contractual terms at June 30, 2019 Number of Warrants Issued Weighted Average Exercise Price Weighted Average Contractual Terms Remaining Warrants provided to EGWU, Inc (Note 13) 200,000 $ 0.01 No expiration All other warrants outstanding 426,098 $ 2.74 5.8 years |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 15. Leases In July 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey. In October 2011, the Company relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The Lease had an initial term of 66 months. In late 2015, Lenox Drive Office Park LLC, purchased the real estate and office building and assumed the Lease. This Lease was set to expire on April 30, 2017. In April 2017, the Company and the landlord amended the Lease effective May 1, 2017. The 1 st st st th st nd In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month. As previously mentioned in Note 4, we adopted ASC Topic 842 on January 1, 2019 using the modified retrospective transition method for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 840, Leases. The standard had a material impact on our Consolidated Condensed Balance Sheet but had no impact on our consolidated net earnings and cash flows. The most significant impact of adopting ASC Topic 842 was the recognition of the right-of-use (ROU) asset and lease liabilities for operating leases, which are presented in the following three-line items on the Consolidated Condensed Balance Sheet: (i) operating lease right-of-use asset; (ii) current operating lease liabilities; and (iii) operating lease liabilities. Therefore, on date of adoption of ASC Topic 842, the Company recognized a ROU asset of $1.4 million, operating lease liabilities, current and non-current collectively, of $1.5 million and reduced other liabilities by approximately $0.1 million. We elected the package of practical expedients for leases that commenced before the effective date of ASC Topic 842 whereby we elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. In addition, we have lease agreements with lease and non-lease components, and we have elected the practical expedient for all underlying asset classes and account for them as a single lease component. We have no finance leases. We determine if an arrangement is a lease at inception. We have operating leases for office space and research and development facilities. Neither of our leases include options to renew, however, one contains an option for early termination. We considered the option of early termination in measurement of right-of-use assets and lease liabilities and we determined it is not reasonably certain to be terminated. In connection with the 2 nd Following is a table of the lease payments and maturity of our operating lease liabilities as of June 30, 2019: For the year ending December 31, Remainder of 2019 $ 261,263 2020 525,809 2021 530,734 2022 535,579 2023 233,117 2024 and thereafter - Subtotal future lease payments 2,086,502 Less imputed interest (376,736 ) Total lease liabilities $ 1,709,766 Weighted average remaining life 3.95 years Weighted average discount rate 9.98 % For the three-month and six-month periods ended June 30, 2019, operating lease cost was $130,595 and $261,190, respectively. During the three-month and six-month periods ended June 30, 2019, cash paid for operating leases included in operating cash flows was $118,415 and 224,585, respectively. For the three-month and six-month periods ended June 30, 2018, operating lease cost was $109,554 and 224,553 respectively. During the three-month and six-month periods ended June 30, 2018, cash paid for operating leases included in operating cash flows was $111,662 and $228,138, respectively. |
Technology Development and Lice
Technology Development and Licensing Agreements | 6 Months Ended |
Jun. 30, 2019 | |
Technology Development And Licensing Agreements | |
Technology Development and Licensing Agreements | Note 16. Technology Development and Licensing Agreements On May 7, 2012, the Company entered into a long-term commercial supply agreement with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) for the production of ThermoDox ® ® ® ® ® ® On January 18, 2013, we entered into a technology development contract with Hisun, pursuant to which Hisun paid us a non-refundable research and development fee of $5 million to support our development of ThermoDox ® ® ® ® On July 19, 2013, the Company and Hisun entered into a Memorandum of Understanding to pursue ongoing cooperation for the continued clinical development of ThermoDox ® ® Among the key provisions of the Celsion-Hisun Memorandum of Understanding are: ● Hisun will provide the Company with internal resources necessary to complete the technology transfer of the Company’s proprietary manufacturing process and the production of registration batches for the China territory; ● Hisun will coordinate with the Company around the clinical and regulatory approval activities for ThermoDox ® ● Hisun will be granted a right of first ® ® On August 8, 2016, we signed a Technology Transfer, Manufacturing and Commercial Supply Agreement (“GEN-1 Agreement”) with Hisun to pursue an expanded partnership for the technology transfer relating to the clinical and commercial manufacture and supply of GEN- 1, Celsion’s proprietary gene mediated, IL- 12 immunotherapy, for the greater China territory, with the option to expand into other countries in the rest of the world after all necessary regulatory approvals are in effect. The GEN- 1 Agreement will help to support supply for both ongoing and planned clinical studies in the U.S., and for potential future studies of GEN- 1 in China. GEN- 1 is currently being evaluated by Celsion in first line ovarian cancer patients. Key provisions of the GEN-1 Agreement are as follows: ● the GEN-1 Agreement has targeted unit costs for clinical supplies of GEN-1 that are substantially competitive with the Company’s current suppliers; ● once approved, the cost structure for GEN-1 will support rapid market adoption and significant gross margins across global markets; ● Celsion will provide Hisun a certain percentage of China’s commercial unit demand, and separately of global commercial unit demand, subject to regulatory approval; ● Hisun and Celsion will commence technology transfer activities relating to the manufacture of GEN-1, including all studies required by CHINA FDA for site approval; and ● Hisun will collaborate with Celsion around the regulatory approval activities for GEN-1 with the CHINA FDA. A local China partner affords Celsion access to accelerated CHINA FDA review and potential regulatory exclusivity for the approved indication. The Company evaluated the Hisun arrangement in accordance with ASC 606 and determined that its performance obligations under the agreement include the non-exclusive, royalty-free license, research and development services to be provided by the Company, and its obligation to serve on a joint committee. The Company concluded that the license was not distinct since its value is closely tied to the ongoing research and development activities. As such, the license and the research and development services are be bundled as a single performance obligation. Since the provision of the license and research and development services are considered a single performance obligation, the $5,000,000 upfront payment is being recognized as revenue ratably through 2022. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cost, Fair Value and Maturities of Short Term Investments | A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: June 30, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investments Corporate debt securities $ 15,607,812 $ 15,702,388 $ 14,228,126 $ 14,257,998 Total $ 15,607,812 $ 15,702,388 $ 14,228,126 $ 14,257,998 June 30, 2019 December 31, 2018 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 9,821,406 $ 9,897,504 $ 5,383,488 $ 5,393,743 Between 3-12 months 5,786,406 5,804,884 8,844,638 8,864,255 Total $ 15,607,812 $ 15,702,388 $ 14,228,126 $ 14,257,998 |
Schedule of Unrealized Losses and Fair Value of Investment Securities | The following table shows the Company’s investment securities gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2019 and December 31, 2018. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. June 30, 2019 December 31, 2018 Available for sale securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments with unrealized gains $ 14,395,809 $ 95,013 $ 7,515,676 $ 38,068 Investments with unrealized losses 1,306,579 (437 ) 6,742,322 (8,196 ) Total $ 15,702,388 $ 94,576 $ 14,257,998 $ 29,872 |
Schedule of Investment Income | Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Three Months Ended June 30, 2019 2018 Interest and dividends accrued and paid $ 143,633 $ 69,559 Realized gains 969 3,902 Investment income, net $ 144,602 $ 73,461 Six Months Ended June 30, 2019 2018 Interest and dividends accrued and paid $ 248,043 $ 138,848 Realized gains 10,350 8,337 Investment income, net $ 258,393 $ 147,185 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | The table below summarizes assets and liabilities measured at fair value. This table only includes those assets and liabilities with fair values that have changed since December 31, 2018: Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Assets: Recurring items as of June 30, 2019 Corporate debt securities, available for sale $ 15,702,388 $ ─ $ 15,702,388 $ ─ Recurring items as of December 31, 2018 Corporate debt securities, available for sale $ 14,257,998 $ ─ $ 14,257,998 $ ─ Liabilities: Recurring items as of June 30, 2019 Earn-out milestone liability (Note 13) $ 5,904,725 $ ─ $ ─ $ 5,904,725 Recurring items as of December 31, 2018 Earn-out milestone liability (Note 13) $ 8,907,664 $ ─ $ ─ $ 8,907,664 |
Acquisition of EGEN Assets (Tab
Acquisition of EGEN Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Future Amortization Amounts During the Remaining Life | Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete. Year Ended June 30, 2020 $ 227,316 2021 227,318 2022 and thereafter - Total $ 454,634 |
Schedule of Fair Value of Assets Acquired | Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the six-month period ended June 30, 2019: IPR&D Goodwill Covenant Not To Compete For the six-months ended June 30, 2019 Balance at January 1, 2019, net $ 15,736,491 $ 1,976,101 $ 568,292 Amortization - - (113,658 ) Balance at June 30, 2019, net $ 15,736,491 $ 1,976,101 $ 454,634 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at June 30, 2019 and December 31, 2018 include the following: June 30, 2019 December 31, 2018 (Unaudited) Amounts due to contract research organizations and other contractual agreements $ 1,061,448 $ 749,369 Accrued payroll and related benefits 1,004,120 1,592,590 Accrued professional fees 304,504 198,654 Other 19,410 45,285 Total $ 2,389,482 $ 2,585,898 |
Note Payable (Tables)
Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principle Payments, Net of Unamortized Debt Discounts | Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end of term charges, due on the Horizon Credit Agreement: As of June 30, 2020 $ - 2021 4,583,333 2022 5,000,000 2023 416,667 2024 and thereafter - Subtotal of future principal payments 10,000,000 Unamortized debt issuance costs, net (391,239 ) $ 9,608,761 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Awards and Restricted Stock Grants | A summary of stock option awards and restricted stock grants for the six-months ended June 30, 2019 is presented below: Stock Options Restricted Stock Awards Weighted Options Weighted Average Exercise Price Non-vested Weighted Average Grant Date Fair Value Contractual Equity awards outstanding at January 1, 2019 3,148,743 $ 2.67 22,500 $ 2.72 Equity awards granted 805,004 $ 2.16 15,500 $ 2.17 Vested and issued - $ - (10,500 ) $ 2.49 Equity awards forfeited, cancelled or expired (11,355 ) $ 2.37 - $ - Equity awards outstanding at June 30, 2019 3,942,392 $ 2.56 27,500 $ 2.30 8.9 Aggregate intrinsic value of outstanding equity awards at June 30, 2019 $ - $ 27,500 Equity awards exercisable at June 30, 2019 2,420,261 $ 2.77 8.7 Aggregate intrinsic value of equity awards exercisable at June 30, 2019 $ 50,050 |
Schedule of Assumptions Used to Determine Fair Value of Options Granted | The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Six Months Ended June 30, 2019 2018 Risk-free interest rate 2.42% - 2.65 % 3.08 % Expected volatility 101.3 -106.2 % 99.9 - 100.0 % Expected life (in years) 7.5 - 9.3 9.5-10.0 Expected dividend yield - % - % |
Earn-out Milestone Liability (T
Earn-out Milestone Liability (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Hercules Warrant [Member] | |
Schedule of Changes in Earn-out Milestone Liability | The following is a summary of the changes in the earn-out milestone liability for 2019: Balance at January 1, 2019 $ (8,907,664 ) Non-cash gain from the adjustment for the change in fair value 3,002,939 Balance at June 30, 2019 $ (5,904,725 ) |
Schedule of Milestone Risk Adjustment Assessment | The following is a schedule of the Company’s risk-adjustment assessment of each milestone: Date Risk-adjustment Assessment of achieving each Milestone Discount Rate Estimated Time to Achieve June 30, 2019 80% 9% 0.75 to 1.75 years March 31, 2019 80% 9% 1.00 to 2.00 years December 31, 2018 80% 9% 1.25 years June 30, 2019 35% to 80% 9% 0.83 to 1.00 years March 31, 2018 35% to 80% 9% 1.08 to 1.25 years December 31, 2017 35% to 80% 9% 1.33 to 1.50 years |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | Following is a summary of all warrant activity for the six months ended June 30, 2019: Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2018 1,593,162 $ 5.36 Warrants issued during the six months ended June 30, 2019 (see Note 13) 200,000 $ 0.01 Warrants expired during the six months ended June 30, 2019 (1,167,064 ) $ 6.32 Warrants outstanding at June 30, 2019 626,098 $ 1.87 Aggregate intrinsic value of outstanding warrants at June 30, 2019 $ 362,000 |
Schedule of Weighted Average Remaining Contractual Terms | Schedule of weighted average remaining contractual terms at June 30, 2019 Number of Warrants Issued Weighted Average Exercise Price Weighted Average Contractual Terms Remaining Warrants provided to EGWU, Inc (Note 13) 200,000 $ 0.01 No expiration All other warrants outstanding 426,098 $ 2.74 5.8 years |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities | Following is a table of the lease payments and maturity of our operating lease liabilities as of June 30, 2019: For the year ending December 31, Remainder of 2019 $ 261,263 2020 525,809 2021 530,734 2022 535,579 2023 233,117 2024 and thereafter - Subtotal future lease payments 2,086,502 Less imputed interest (376,736 ) Total lease liabilities $ 1,709,766 Weighted average remaining life 3.95 years Weighted average discount rate 9.98 % |
Financial Condition and Busines
Financial Condition and Business Plan (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2019 | Jan. 02, 2019 | |
Cumulated net losses | $ (273,665,247) | $ (281,937,214) | ||
Cash, investment securities and interest receivable | 21,800,000 | |||
New Jersey [Member] | ||||
Cash, investment securities and interest receivable | 21,800,000 | |||
Tax benefits of EDA | $ 11,100,000 | |||
Net cash proceeds for net operating loss | $ 10,400,000 | |||
Unrecognized tax benefits | 200,000 | $ 3,900,000 | ||
New Jersey [Member] | Maximum [Member] | ||||
Tax benefits of EDA | $ (12,500,000) |
New Accounting Pronouncements (
New Accounting Pronouncements (Details Narrative) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Right-of-use assets | $ 1,609,882 | $ 400,000 | |
Operating lease liabilities | 1,709,766 | 1,900,000 | |
Accounting Standards Update 2016-02 [Member] | |||
Right-of-use assets | 1,400,000 | 1,400,000 | |
Operating lease liabilities | 1,500,000 | 1,500,000 | |
Reduced other liabilities | $ 100,000 | $ 100,000 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Number of shares of common stock issuable upon exercise of warrants and equity awards | 6,255,757 | 4,595,990 | 6,255,757 | |
Warrant exercise price | $ 0.01 | $ 0.01 | ||
Warrant exercisable for common sock | 200,000 | 200,000 | ||
Warrants and equity awards converted into stock into shares | 4,395,990 | 4,395,990 | ||
Dividend payable |
Fair Values of Financial Instru
Fair Values of Financial Instruments (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Investment securities - available for sale, at fair value | $ 15,702,388 | $ 14,257,998 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Short-term investments - Cost | $ 15,607,812 | $ 14,228,126 |
Short-term investments - Fair Value | 15,702,388 | 14,257,998 |
Short-term investment maturities - Within 3 months, cost | 9,821,406 | 5,383,488 |
Short-term investment maturities - Between 3-12 months, cost | 5,786,406 | 8,844,638 |
Total, cost | 15,607,812 | 14,228,126 |
Short-term investment maturities - Within 3 months, fair value | 9,897,504 | 5,393,743 |
Short-term investment maturities - Between 3-12 months, fair value | 5,804,884 | 8,864,255 |
Total, fair value | 15,702,388 | 14,257,998 |
Corporate Debt Securities [Member] | ||
Short-term investments - Cost | 15,607,812 | 14,228,126 |
Short-term investments - Fair Value | $ 15,702,388 | $ 14,257,998 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Unrealized Losses and Fair Value of Investment Securities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Less than 12 months, unrealized holding (gains) losses, fair value | $ 14,395,809 | $ 7,515,676 |
Less than 12 months, unrealized holding gains (losses), fair value | 1,306,579 | 6,742,322 |
Investment securities - available for sale, at fair value | 15,702,388 | 14,257,998 |
Less than 12 months, unrealized holding (gains) losses | 95,013 | 38,068 |
Less than 12 months, unrealized holding gains (losses) | (437) | (8,196) |
Unrealized holding gains (losses) | $ 94,576 | $ 29,872 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Investment Income (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||||
Interest and dividends accrued and paid | $ 143,633 | $ 69,559 | $ 248,043 | $ 138,848 |
Realized gains | 969 | 3,902 | 10,350 | 8,337 |
Investment income, net | $ 144,602 | $ 73,461 | $ 258,393 | $ 147,185 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers into Level 3 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Investment securities, available for sale | $ 15,702,388 | $ 14,257,998 |
Earn-out milestone liability | 5,904,725 | 8,907,664 |
Corporate Debt Securities [Member] | ||
Investment securities, available for sale | 15,702,388 | 14,257,998 |
Fair Value, Measurements, Recurring [Member] | ||
Earn-out milestone liability | 5,904,725 | 8,907,664 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Earn-out milestone liability | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Earn-out milestone liability | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Earn-out milestone liability | 5,904,725 | 8,907,664 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | ||
Investment securities, available for sale | 15,702,388 | 14,257,998 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment securities, available for sale | ||
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment securities, available for sale | 15,702,388 | 14,257,998 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment securities, available for sale |
Acquisition of EGEN Assets (Det
Acquisition of EGEN Assets (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 20, 2014 | Jun. 20, 2014 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Asset impairment charges, total | $ 2,400,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,500,000 | $ 2,500,000 | ||||||||||
Finite-lived intangible assets, net, ending balance | $ 454,634 | 454,634 | 568,292 | |||||||||
Aspire Purchase Agreement [Member] | ||||||||||||
Finite-lived intangible assets, net, ending balance | 454,634 | 454,634 | 568,929 | |||||||||
Finite-lived intangible assets, accumulated amortization | 1,136,580 | 1,136,580 | 1,022,922 | |||||||||
IPR&D Drug Technology Platforms [Member] | ||||||||||||
Asset impairment charges, total | $ 1,400,000 | |||||||||||
EGEN Inc [Member] | ||||||||||||
Potential future earn-out payments | $ 30,400,000 | $ 30,400,000 | ||||||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||||||||
Stock issued during period, shares, acquisitions | 241,590 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 13,900,000 | $ 12,800,000 | $ 13,100,000 | $ 12,500,000 | ||||||||
Goodwill, acquisition | 2,000,000 | |||||||||||
EGEN Inc [Member] | Purchase Agreement [Member] | ||||||||||||
Finite-lived intangible assets acquired | $ 1,600,000 | |||||||||||
Finite-lived intangible asset, useful life | 7 years | |||||||||||
Amortization expense | 56,829 | $ 56,829 | $ 113,658 | $ 113,658 | ||||||||
EGEN Inc [Member] | Glioblastoma Multiforme Brain Cancer [Member] | ||||||||||||
Asset impairment charges, total | $ 9,400,000 | $ 9,400,000 | ||||||||||
EGEN Inc [Member] | Ovarian Cancer [Member] | ||||||||||||
Finite-lived intangible assets, net, ending balance | $ 13,300,000 | 13,300,000 | $ 13,300,000 | |||||||||
EGEN Inc [Member] | IPR&D Drug Technology Platforms [Member] | ||||||||||||
Indefinite lived intangible assets | $ 24,200,000 | |||||||||||
EGEN Inc [Member] | Maximum [Member] | ||||||||||||
Total purchase price for the asset acquisition | $ 44,400,000 | |||||||||||
Potential future earn-out payments | $ 30,400,000 | $ 30,400,000 |
Acquisition of EGEN Assets - Sc
Acquisition of EGEN Assets - Schedule of Future Amortization Amounts During the Remaining Life (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total | $ 454,634 | $ 568,292 |
Noncompete Agreements [Member] | ||
2020 | 227,316 | |
2021 | 227,318 | |
2022 | ||
Total | $ 454,634 |
Acquisition of EGEN Assets - _2
Acquisition of EGEN Assets - Schedule of Fair Value of Assets Acquired (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Intangible assets, beginning balance | $ 568,292 |
Amortization | (113,658) |
Intangible assets, ending balance | 454,634 |
IPR&D [Member] | |
Intangible assets, beginning balance | 15,736,491 |
Amortization | |
Intangible assets, ending balance | 15,736,491 |
Goodwill [Member] | |
Intangible assets, beginning balance | 1,976,101 |
Amortization | |
Intangible assets, ending balance | $ 1,976,101 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 1,061,448 | $ 749,369 |
Accrued payroll and related benefits | 1,004,120 | 1,592,590 |
Accrued professional fees | 304,504 | 198,654 |
Other | 19,410 | 45,285 |
Total | $ 2,389,482 | $ 2,585,898 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 27, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Warrant exercise price | $ 0.01 | $ 0.01 | ||||
Financing fees and expenses | $ 349,448 | $ 15,031 | $ 700,195 | $ 15,031 | ||
Horizon Credit Agreement [Member] | ||||||
Debt effective interest rate | 9.98% | |||||
Percentage of outstanding principle balance, description | ||||||
Interest expense, debt, total | 255,182 | 10,794 | $ 508,471 | 10,794 | ||
Amortization of debt issuance costs | $ 94,266 | $ 4,237 | $ 191,724 | $ 4,237 | ||
Horizon Credit Agreement [Member] | Horizon Warrants [Member] | ||||||
Class of warrant or right exercisable | 190,114 | |||||
Warrant exercise price | $ 2.63 | |||||
Debt instrument, unamortized discount, total | $ 507,116 | |||||
Horizon Credit Agreement [Member] | LIBOR plus [Member] | ||||||
Interest rate | 7.625% | |||||
Loan Agreement [Member] | Horizon Technology Finance Corporation [Member] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||
Horizon Credit Agreement [Member] | ||||||
Proceeds from lines of credit, total | $ 10,000,000 | |||||
Percentage of outstanding principle balance, description | An amount equal to 1-3% | |||||
Debt instrument, unamortized discount, total | $ 782,116 | |||||
Financing fees and expenses | 175,000 | |||||
Loan origination fees | $ 100,000 | |||||
Percentage for original debt, amount | 4.00% | |||||
Interest expense, debt, total | $ 400,000 |
Note Payable - Schedule of Futu
Note Payable - Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details) | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | |
2021 | 4,583,333 |
2022 | 5,000,000 |
2023 | 416,667 |
2024 and thereafter | |
Subtotal of future principal payments | 10,000,000 |
Unamortized debt issuance costs, net | (391,239) |
Total | $ 9,608,761 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 04, 2018 | Aug. 31, 2018 | Feb. 01, 2013 | Aug. 13, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Oct. 31, 2018 |
Shelf registration statement amount | $ 75,000,000 | |||||||||
Proceeds from issuance of common stock | $ 4,464,060 | $ 1,236,584 | ||||||||
Aspire Purchase Agreement [Member] | ||||||||||
Fair value of common stock issued as equity issuance costs and charged against paid in capital | $ 450,000 | |||||||||
Aspire Purchase Agreement [Member] | ||||||||||
Aggregate offering price, additions | $ 15,000,000 | |||||||||
Aggregate offering price, term | 24 months | |||||||||
Maximum number of shares purchased per business day | 100,000 | |||||||||
Aggregate offering price | $ 15,000,000 | |||||||||
Aggregate offering price, description | The lowest sale price of the Company's common stock on the purchase date; or the arithmetic average of the three (3) lowest closing sale prices for the Company's common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. | |||||||||
Aspire purchase agreement, terms | In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount equal to at least 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a "VWAP Purchase Notice") directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company's common stock traded on its principal market on the next trading day (the "VWAP Purchase Date"), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company's common stock traded on its principal market on the VWAP Purchase Date. | |||||||||
Maximum number of shares purchased per business day, additional | 2,000,000 | |||||||||
Stock issued during period, shares, new issues | 164,835 | 1,900,000 | 100,000 | |||||||
Proceeds from issuance of common stock | $ 3,900,000 | $ 200,000 | ||||||||
Aggregate value available for issuance | $ 10,500,000 | |||||||||
Aspire Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||
Stock issued during period, shares, new issues | 300,000 | |||||||||
Proceeds from issuance of common stock | $ 500,000 | |||||||||
Capital on DemandTM Sales Agreement [Member] | ||||||||||
Aggregate offering price | $ 16,000,000 | |||||||||
Aggregate offering price, description | (i) the sale of all shares of our common stock subject to the Sales Agreement, and (ii) the termination of the Capital on Demand Agreement by JonesTrading or Celsion. The Capital on Demand Agreement may be terminated by JonesTrading or the Company at any time upon 10 days' notice to the other party, or by JonesTrading at any time in certain circumstances, including the occurrence of a material adverse change in the Company. | |||||||||
Commission percentage for gross proceeds from common stock | 3.00% | |||||||||
Capital on Demand Agreement [Member] | ||||||||||
Stock issued during period, shares, new issues | 259,961 | |||||||||
Proceeds from issuance of common stock | $ 600,000 | |||||||||
Aggregate value available for issuance | $ 15,400,000 | |||||||||
Capital on Demand Agreement [Member] | Subsequent Event [Member] | ||||||||||
Stock issued during period, shares, new issues | 85,000 | |||||||||
Proceeds from issuance of common stock | $ 154,000 | |||||||||
ATM Agreement [Member] | ||||||||||
Stock issued during period, shares, new issues | 457,070 | 1,784,396 | ||||||||
Proceeds from issuance of common stock | $ 1,200,000 | $ 12,800,000 | ||||||||
ATM Agreement [Member] | Maximum [Member] | ||||||||||
Aggregate offering price | $ 25,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Feb. 19, 2019 | Sep. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Unrecognized compensation cost related to non-vested stock based compensation | $ 2,300,000 | $ 2,300,000 | |||||
Stock based compensation cost expected to be recognized, weighted average period | 1 year 6 months | ||||||
Weighted average grant date fair value of stock option awards granted | $ 1.88 | $ 2.23 | |||||
Research and Development Expense [Member] | |||||||
Compensation cost | 239,407 | $ 1,056,866 | $ 479,794 | $ 1,109,188 | |||
General and Administrative Expenses [Member] | |||||||
Compensation cost | 383,290 | 2,160,767 | |||||
General and Administrative Expense [Member] | |||||||
Compensation cost | 834,048 | 2,277,953 | |||||
Restricted Stock Awards [Member] | |||||||
Compensation cost | $ 3,217,633 | 3,217,633 | $ 3,387,141 | 3,387,141 | |||
Weighted average grant date fair value of stock option awards granted | $ 2.17 | ||||||
Equity Stock Awards [Member] | |||||||
Number of shares reserved for future issuance | 4,582,893 | 4,582,893 | |||||
Inducement Awards [Member] | |||||||
Number of equity awards available for future issuance | 259,506 | 259,506 | |||||
Stock Options [Member] | |||||||
Inducement option grant, exercise price per share | $ 2.16 | ||||||
Number of shares reserved for future issuance | 3,942,392 | 3,942,392 | 3,148,743 | ||||
Compensation cost | $ 622,697 | $ 622,697 | $ 1,313,842 | $ 1,313,842 | |||
2018 Stock Incentive Plan [Member] | |||||||
Equity awards, number of stock authorized | 2,700,000 | 2,700,000 | |||||
Percentage of fair market value of shares | 100.00% | 100.00% | |||||
Percentage of outstanding stock determining factor for incentive stock price | 10.00% | 10.00% | |||||
Number of shares reserved for future issuance | 3,710,386 | 3,710,386 | |||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Number of equity awards available for future issuance | 1,200,000 | 1,200,000 | |||||
Percentage of fair market value of shares | 110.00% | 110.00% | |||||
2018 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Number of equity awards available for future issuance | 3,900,000 | 3,900,000 | |||||
2007 Stock Incentive Plan [Member] | |||||||
Equity awards, number of stock authorized | 688,531 | 688,531 | |||||
Number of shares reserved for future issuance | 872,507 | 872,507 | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | |||||||
Inducement option grant, exercise price per share | $ 2.18 | $ 2.77 | |||||
Option vested period | 3 years | 3 years | |||||
Options expiration period | 10 years | 10 years | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | Restricted Stock Awards [Member] | |||||||
Shares issued | 13,000 | 19,000 | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | Common Stock [Member] | |||||||
Shares issued | 140,004 | 164,004 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Awards and Restricted Stock Grants (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted Average Grant Date Fair Value, Equity awards granted | $ 1.88 | $ 2.23 |
Stock Options [Member] | ||
Number Outstanding, Outstanding, Beginning Balance | 3,148,743 | |
Number Outstanding, Equity awards granted | 805,004 | |
Number Outstanding, Vested and issued | ||
Number Outstanding, Cancelled or expired | (11,355) | |
Number Outstanding, Ending Balance | 3,942,392 | |
Number Outstanding, Exercisable | 2,420,261 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 2.67 | |
Weighted Average Exercise Price, Equity awards granted | 2.16 | |
Weighted Average Exercise Price, Vested and issued | ||
Weighted Average Exercise Price, Cancelled or expired | 2.37 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 2.56 | |
Weighted Average Exercise Price, Exercisable | $ 2.77 | |
Weighted Average Remaining Contractual Term (years), Outstanding, Ending Balance | 8 years 10 months 25 days | |
Weighted Average Remaining Contractual Term (years), Exercisable | 8 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | ||
Aggregate Intrinsic Value, Exercisable | $ 50,050 | |
Restricted Stock Awards [Member] | ||
Non-vested stock awards outstanding, Beginning Balance | 22,500 | |
Non-vested stock awards outstanding, Equity awards granted | 15,500 | |
Non-vested stock awards outstanding, Vested and issued | (10,500) | |
Non-vested stock awards outstanding, Equity awards forfeited, cancelled or expired | ||
Non-vested stock awards outstanding, Ending Balance | 27,500 | |
Non-vested stock awards outstanding, Aggregate intrinsic value, Ending Balance | $ 27,500 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 2.72 | |
Weighted Average Grant Date Fair Value, Equity awards granted | 2.17 | |
Weighted Average Grant Date Fair Value, Vested and issued | 2.49 | |
Weighted Average Grant Date Fair Value, Forfeited | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 2.30 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Risk-free interest rate, minimum | 2.42% | 308.50% |
Risk-free interest rate, maximum | 2.65% | |
Expected volatility, minimum | 101.30% | 99.90% |
Expected volatility, maximum | 106.20% | 100.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life (in years) | 7 years 6 months | 9 years 6 months |
Maximum [Member] | ||
Expected life (in years) | 9 years 3 months 19 days | 10 years |
Earn-out Milestone Liability (D
Earn-out Milestone Liability (Details Narrative) - USD ($) | Jun. 20, 2014 | Jun. 20, 2014 | Mar. 03, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 28, 2019 |
Fair value of Acquisition consideration | $ 4,500,000 | $ 2,500,000 | |||||||||
Warrants exercise price | $ 0.01 | ||||||||||
Gain (loss) from change in fair value of earn out milestone liability | $ 3,002,939 | ||||||||||
EGEN Inc [Member] | |||||||||||
Future earn-out payments | $ 30,400,000 | $ 30,400,000 | |||||||||
Fair value of Acquisition consideration | $ 13,900,000 | $ 12,800,000 | $ 13,100,000 | $ 12,500,000 | |||||||
Warrants to purchase common stock | 200,000 | 200,000 | |||||||||
Warrants strike price | $ 0.01 | $ 0.01 | |||||||||
Warrants exercise price | $ 2 | $ 2 | |||||||||
Non-cash benefit | 3,000,000 | ||||||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement [Member] | |||||||||||
Earnout milestone liability | $ 12,400,000 | ||||||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement [Member] | 10 Business Days of Achieving Milestone [Member] | |||||||||||
Earnout milestone liability | 7,000,000 | ||||||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | |||||||||||
Earnout milestone liability | $ 12,400,000 | ||||||||||
EGEN Inc [Member] | Fair Value Earnout Milestone Liability [Member] | |||||||||||
Fair value of Acquisition consideration | $ 5,800,000 | $ 5,900,000 | $ 8,900,000 | ||||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement Option Payment 1 [Member] | |||||||||||
Risk adjusted assessment of each milestone | 80.00% | ||||||||||
Gain (loss) from change in fair value of earn out milestone liability | $ 7,000,000 | ||||||||||
EGEN Inc [Member] | Amended Asset Purchase Agreement Option Payment 2 [Member] | |||||||||||
Risk adjusted assessment of each milestone | 20.00% | ||||||||||
Gain (loss) from change in fair value of earn out milestone liability | $ 12,400,000 | ||||||||||
EGEN Inc [Member] | Recognized Non-cash Charge [Member] | |||||||||||
Fair value of Acquisition consideration | $ 270,195 | $ 547,324 | |||||||||
EGEN Inc [Member] | Minimum [Member] | |||||||||||
Risk adjusted assessment of each milestone | 10.00% | 10.00% | |||||||||
Estimated time to achieve the milestone | 1 year 6 months | ||||||||||
EGEN Inc [Member] | Maximum [Member] | |||||||||||
Future earn-out payments | $ 30,400,000 | $ 30,400,000 | |||||||||
Risk adjusted assessment of each milestone | 67.00% | 67.00% | |||||||||
Estimated time to achieve the milestone | 2 years 6 months |
Earn-out Milestone Liability -
Earn-out Milestone Liability - Schedule of Changes in Earn-out Milestone Liability (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Hercules Warrant [Member] | |
Earn-out liabilities, beginning balance | $ (8,907,664) |
Non-cash charge from the adjustment for the change in fair value included in net loss | 3,002,939 |
Earn-out liabilities, ending balance | $ (5,904,725) |
Earn-out Milestone Liability _2
Earn-out Milestone Liability - Schedule of Milestone Risk Adjustment Assessment (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-adjustment Assessment of achieving each Milestone | 80.00% | 80.00% | 80.00% | |||
Discount Rate | 9.00% | 9.00% | 9.00% | 9.00% | 9.00% | 9.00% |
Estimated Time to Achieve | 1 year 2 months 30 days | |||||
Minimum [Member] | ||||||
Risk-adjustment Assessment of achieving each Milestone | 35.00% | 35.00% | 35.00% | |||
Estimated Time to Achieve | 1 year | 1 year 29 days | 9 months | 9 months 29 days | 1 year 3 months 29 days | |
Maximum [Member] | ||||||
Risk-adjustment Assessment of achieving each Milestone | 80.00% | 80.00% | 80.00% | |||
Estimated Time to Achieve | 2 years | 1 year 2 months 30 days | 1 year 9 months | 1 year | 1 year 6 months |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of Warrants Issued, Warrants Outstanding, Beginning Balance | shares | 1,593,162 |
Number of Warrants Issued, Warrants Issued | shares | 200,000 |
Number of Warrants Issued, Warrants Expired | shares | (1,167,064) |
Number of Warrants Issued, Warrants Outstanding, Ending Balance | shares | 626,098 |
Aggregate Intrinsic Value of Outstanding Warrants | $ | $ 362,000 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ / shares | $ 5.36 |
Weighted Average Exercise Price, Warrants Issued | $ / shares | 0.01 |
Weighted Average Exercise Price, Warrants Expired | $ / shares | 6.32 |
Weighted Average Exercise Price, Warrants Outstanding and Exercisable, Ending Balance | $ / shares | $ 1.87 |
Warrants - Schedule of Weighted
Warrants - Schedule of Weighted Average Remaining Contractual Terms (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
All Other Warrants [Member] | |
Weighted Average Exercise Price | $ / shares | $ 2.74 |
Weighted Average Contractual Terms Remaining (in years) | 5 years 9 months 18 days |
Warrants Outstanding | shares | 426,098 |
EGWU, Inc [Member] | |
Number of Warrants Issued | shares | 200,000 |
Weighted Average Exercise Price | $ / shares | $ 0.01 |
Weighted Average Contractual Terms Remaining (in years) | 0 years |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jan. 02, 2019 | Jan. 31, 2018 | Jul. 31, 2011 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Lease description | In July 2011, the Company executed a lease (the "Lease") with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey. In October 2011, the Company relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. | |||||||
Lease expiration date | Apr. 30, 2017 | |||||||
Lease, Term of Contract | 66 months | |||||||
Lease, Renewal Term | 64 months | |||||||
Lease, Option to Extend | The 1st Lease Amendment extended the term of the agreement for an additional 64 months, reduced the premises to 7,565 square feet, reduced the monthly rent and provided four months free rent. The monthly rent ranged from approximately $18,900 in the first year to approximately $20,500 in the final year of the 1st Lease Amendment. The Company also had a one-time option to cancel the lease as of the 40th month after the commencement date of the 1st Lease Amendment and must provide the landlord notice by the 28th month of the lease. Effective January 9, 2019, we amended the current terms of the 1st Lease Amendment to increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023. In conjunction with this 2nd Lease Amendment, we agreed to modify our one-time option to cancel the lease as of the end of August 2021 and we must provide notice to the landlord by the end of August 2020. The monthly rent will range from approximately $25,035 in the first year to approximately $27,088 in the final year of the 2nd Lease Amendment. | |||||||
ROU asset | $ 400,000 | $ 1,609,882 | $ 1,609,882 | |||||
Operating lease liabilities | 1,900,000 | 1,709,766 | 1,709,766 | |||||
Increased ROU asset | 1,800,000 | 1,797,561 | ||||||
Operating lease costs | 130,595 | $ 109,554 | 261,190 | 224,553 | ||||
Operating cash flows from operating leases | 118,415 | $ 111,662 | 224,585 | |||||
Accounting Standards Update 2016-02 [Member] | ||||||||
ROU asset | 1,400,000 | 1,400,000 | 1,400,000 | |||||
Operating lease liabilities | 1,500,000 | 1,500,000 | 1,500,000 | |||||
Other liabilities | $ 100,000 | $ 100,000 | 100,000 | |||||
1st Lease Amendment [Member] | First Year [Member] | ||||||||
Lease, rent payment | 18,900 | |||||||
1st Lease Amendment [Member] | Final Year [Member] | ||||||||
Lease, rent payment | 20,500 | |||||||
2nd Lease Amendment [Member] | First Year [Member] | ||||||||
Lease, rent payment | 25,035 | |||||||
2nd Lease Amendment [Member] | Final Year [Member] | ||||||||
Lease, rent payment | $ 27,088 | |||||||
EGEN Asset Purchase Agreement [Member] | ||||||||
Lease description | In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. In January 2018, the Company and the Huntsville landlord entered into a new 60-month lease which reduced the premises to 9,049 square feet with rent payments of approximately $18,100 per month. | |||||||
Lease, rent payment | $ 18,100 |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments and Maturity of Our Operating Lease Liabilities (Details) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 |
Leases [Abstract] | ||
Remainder of 2019 | $ 261,263 | |
2020 | 525,809 | |
2021 | 530,734 | |
2022 | 535,579 | |
2023 | 233,117 | |
2024 and thereafter | ||
Subtotal future lease payments | 2,086,502 | |
Less imputed interest | (376,736) | |
Total lease liabilities | $ 1,709,766 | $ 1,900,000 |
Weighted average remaining life | 3 years 11 months 12 days | |
Weighted average discount rate | 9.98% |
Technology Development and Li_2
Technology Development and Licensing Agreements (Details Narrative) - USD ($) | Jan. 18, 2013 | Mar. 31, 2013 | Jun. 30, 2019 |
Deferred revenue | $ 5,000,000 | ||
Deferred revenue amortization period | 10 years | ||
Revenue Ratably Through 2022 [Member] | |||
Upfront payment | $ 5,000,000 | ||
Hisun [Member] | |||
Non-refundable research and development fee | $ 5,000,000 |