Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Celsion CORP | |
Entity Central Index Key | 0000749647 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 Shell Company | false | |
Entity Common Stock, Shares Outstanding | 86,557,736 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 37,759,327 | $ 17,164,177 |
Investment in debt securities - available for sale, at fair value | 15,000,045 | |
Receivable on sale of net operating losses | 1,845,823 | |
Advances and deposits on clinical programs and other current assets | 1,643,195 | 1,660,695 |
Total current assets | 56,248,390 | 18,824,872 |
Property and equipment (at cost, less accumulated depreciation and amortization) | 389,648 | 294,551 |
Other assets: | ||
Deferred income tax asset | 1,845,823 | |
In-process research and development, net | 13,366,234 | 13,366,234 |
Goodwill | 1,976,101 | 1,976,101 |
Operating lease right-of-use assets, net | 945,070 | 1,047,336 |
Other intangible assets, net | 56,831 | 113,660 |
Deposits and other assets | 58,761 | 58,761 |
Total other assets | 16,402,997 | 18,407,915 |
Total assets | 73,041,035 | 37,527,338 |
Current liabilities: | ||
Accounts payable - trade | 2,104,864 | 2,244,847 |
Other accrued liabilities | 1,803,469 | 2,458,532 |
Notes payable - current portion, net of deferred financing costs | 1,836,436 | 1,116,663 |
Operating lease liability - current portion | 445,560 | 433,413 |
Deferred revenue - current portion | 500,000 | 500,000 |
Total current liabilities | 6,690,329 | 6,753,455 |
Earn-out milestone liability | 7,169,000 | 7,018,000 |
Notes payable - non-current portion, net of deferred financing costs | 3,252,025 | 3,934,497 |
Operating lease liability - non-current portion | 594,623 | 710,305 |
Deferred revenue - non-current portion | 375,000 | 500,000 |
Total liabilities | 18,080,977 | 18,916,257 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at March 31, 2021 and December 31, 2020) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 75,019,608 and 40,701,356 shares issued at March 31, 2021 and December 31, 2020, respectively, and 75,019,274 and 40,701,022 shares outstanding at March 31, 2021 and December 31, 2020, respectively) | 750,196 | 407,014 |
Additional paid-in capital | 371,982,609 | 330,289,596 |
Accumulated other comprehensive gain | 1,785 | |
Accumulated deficit | (317,689,344) | (312,000,341) |
Total stockholders' equity before treasury stock | 55,045,246 | 18,696,269 |
Treasury stock, at cost (334 shares at March 31, 2021 and December 31, 2020) | (85,188) | (85,188) |
Total stockholders' equity | 54,960,058 | 18,611,081 |
Total liabilities and stockholders' equity | $ 73,041,035 | $ 37,527,338 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 75,019,608 | 40,701,356 |
Common stock, shares outstanding | 75,019,274 | 40,701,022 |
Treasury stock, shares | 334 | 334 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Technology development and licensing revenue | $ 125,000 | $ 125,000 |
Operating expenses: | ||
Research and development | 2,571,573 | 3,052,049 |
General and administrative | 2,936,771 | 1,838,906 |
Total operating expenses | 5,508,344 | 4,890,995 |
Loss from operations | (5,383,344) | (4,765,955) |
Other income (expense): | ||
Loss from change in valuation of earn-out milestone liability | (151,000) | (41,274) |
Investment income | 2,411 | 88,309 |
Interest expense | (157,614) | (339,365) |
Other income | 544 | 1,407 |
Total other income (expense), net | (305,659) | (290,923) |
Net loss | $ (5,689,003) | $ (5,056,878) |
Net loss per common share - Basic and diluted | $ (0.09) | $ (0.20) |
Weighted average shares outstanding - Basic and diluted | 66,298,723 | 25,804,349 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Changes in: | ||
Reclassification of realized gain on investment securities recognized in investment income, net | $ (43,232) | |
Unrealized gain on investment securities | 1,785 | 4,267 |
Change in unrealized gain (loss), net, on available for sale securities | 1,785 | (38,965) |
Net loss | (5,689,003) | (5,056,878) |
Comprehensive loss | $ (5,687,218) | $ (5,095,843) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (5,689,003) | $ (5,056,878) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 190,595 | 188,329 | |
Change in fair value of earn-out milestone liability | 151,000 | 41,274 | |
Fair value of warrants issued in connection with amendment to modify the GEN-1 earn-out milestone payments | |||
Recognition of deferred revenue | (125,000) | (125,000) | |
Stock-based compensation costs | 1,579,326 | 451,965 | |
Deferred income tax asset | 1,845,823 | 1,819,324 | |
Amortization of deferred finance charges and debt discount associated with notes payable | 37,301 | 96,066 | |
Net changes in: | |||
Accrued interest on investment securities | (1,344) | ||
Receivable on sale of net operating losses | (1,845,823) | (1,819,324) | |
Advances, deposits, and other current assets | 17,500 | (64,527) | |
Accounts payable and accrued liabilities | (898,581) | (504,952) | |
Net cash (used in) operating activities: | (4,736,862) | (4,975,067) | |
Cash flows from investing activities: | |||
Purchases of investment securities | (14,998,260) | (9,940,534) | |
Proceeds from sale and maturity of investment securities | 8,000,000 | ||
Purchases of property and equipment | (126,597) | (8,235) | |
Net cash used in investing activities | (15,124,857) | (1,948,769) | |
Cash flows from financing activities: | |||
Proceeds from sale of common stock equity, net of issuance costs | 38,943,478 | 5,794,747 | |
Proceeds from exercise of common stock warrants | 1,508,666 | ||
Proceeds from exercise of options to purchase common stock | 4,725 | ||
Net cash provided by financing activities | 40,456,869 | 5,794,747 | |
Increase (decrease) in cash and cash equivalents | 20,595,150 | (1,129,089) | |
Cash and cash equivalents at beginning of period | 17,164,177 | 6,875,273 | $ 6,875,273 |
Cash and cash equivalents at end of period | 37,759,327 | 5,746,184 | $ 17,164,177 |
Supplemental disclosures of cash flow information: | |||
Interest paid | 120,313 | 243,299 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows from lease payments | 130,595 | 130,631 | |
Stock issued in lieu of cash bonuses | 498,632 | ||
Realized and unrealized gains (losses), net, on investment securities | $ 1,785 | $ (38,965) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock Outstanding [Member] | Additional Paid in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 232,562 | $ 304,885,663 | $ (85,188) | $ 42,778 | $ (290,516,780) | $ 14,559,035 |
Balance, shares at Dec. 31, 2019 | 23,255,818 | 334 | ||||
Net loss | (5,056,878) | (5,056,878) | ||||
Sale of equity through equity financing facilities net of fees | $ 55,713 | 5,739,034 | 5,794,747 | |||
Sale of equity through equity financing facilities net of fees, shares | 5,571,428 | |||||
Realized and unrealized gains and losses, net, on investment securities | (38,965) | (38,965) | ||||
Stock-based compensation expense | 451,965 | 451,965 | ||||
Issuance of restricted stock | $ 4,299 | 494,333 | 498,632 | |||
Issuance of restricted stock, shares | 429,855 | |||||
Balance at Mar. 31, 2020 | $ 292,574 | 311,570,995 | $ (85,188) | 3,813 | (295,573,658) | 16,208,536 |
Balance, shares at Mar. 31, 2020 | 29,257,101 | 334 | ||||
Balance at Dec. 31, 2019 | $ 232,562 | 304,885,663 | $ (85,188) | 42,778 | (290,516,780) | 14,559,035 |
Balance, shares at Dec. 31, 2019 | 23,255,818 | 334 | ||||
Balance at Dec. 31, 2020 | $ 407,014 | 330,289,596 | $ (85,188) | (312,000,341) | 18,611,081 | |
Balance, shares at Dec. 31, 2020 | 40,701,022 | 334 | ||||
Net loss | (5,689,003) | (5,689,003) | ||||
Sale of equity through equity financing facilities net of fees | $ 330,941 | 38,612,537 | 38,943,478 | |||
Sale of equity through equity financing facilities net of fees, shares | 33,094,085 | |||||
Shares issued upon exercise of common stock warrants, net of fees | $ 12,166 | 1,496,500 | 1,508,666 | |||
Shares issued upon exercise of common stock warrants, net of fees, shares | 1,216,667 | |||||
Shares issued upon exercise of options to purchase common stock | $ 75 | 4,650 | 4,725 | |||
Shares issued upon exercise of options to purchase common stock, shares | 7,500 | |||||
Realized and unrealized gains and losses, net, on investment securities | 1,785 | 1,785 | ||||
Stock-based compensation expense | 1,579,326 | 1,579,326 | ||||
Balance at Mar. 31, 2021 | $ 750,196 | $ 371,982,609 | $ (85,188) | $ 1,785 | $ (317,689,344) | $ 54,960,058 |
Balance, shares at Mar. 31, 2021 | 75,019,274 | 334 |
Business Description
Business Description | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Business Description | Note 1. Business Description Celsion Corporation (“Celsion” and the “Company”) is a fully integrated, clinical stage biotechnology company focused on advancing a portfolio of innovative treatments including DNA-based immunotherapies, next generation vaccines and directed chemotherapies through clinical trials and eventual commercialization. The Company’s product pipeline includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian cancer and ThermoDox ® |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [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 significant 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-month period March 31, 2021 and 2020 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, 2020 filed with the Securities and Exchange Commission (SEC) on March 19, 2021. 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. The Company continues to monitor the impact of the COVID-19 pandemic on its financial condition and results of operations, along with the valuation of its long-term assets, intangible assets, and goodwill. The effect of this matter could potentially have an impact on the valuation of such assets in the future. The COVID-19 pandemic is discussed in more detail in Note 3 to the financial statements. |
Financial Condition and Busines
Financial Condition and Business Plan | 3 Months Ended |
Mar. 31, 2021 | |
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 has incurred significant net losses in each year since our inception. As of March 31, 2021, the Company has incurred approximately $318 million of cumulative net losses and had approximately $54.6 million in cash and cash equivalents, short-term investments and receivable on sale of net operating losses. 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 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. In January 2020, the WHO declared an outbreak of coronavirus, COVID-19, to be a “Public Health Emergency of International Concern,” and the U.S. Department of Health and Human Services declared a public health emergency to aid the U.S. healthcare community in responding to COVID-19. This virus has spread to over 100 countries, including the U.S. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations during 2020 and into 2021 due to COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide resulting from the ongoing COVID-19 pandemic. The disruptions caused by COVID-19 may also disrupt the clinical trials process and enrolment of patients. This may delay commercialization efforts. The Company continues to monitor its operating activities in light of these events. The specific impact, if any, is not readily determinable as of the date of these financial statements. 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. On July 13, 2020, the Company announced that it has received a recommendation from the independent DMC to consider stopping the global Phase III OPTIMA Study of ThermoDox ® During 2020, 2019 and 2018, the Company submitted applications to sell a portion of the Company’s State of New Jersey net operating losses as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. In 2018 and 2019, the Company sold NOLs totaling $13 million receiving net proceeds of $12.2 million. In June 2020 and as updated in September 2020, the Company filed an application with the New Jersey Economic Development Authority to sell substantially all of its remaining State of New Jersey net operating losses totaling $2.0 million available under the program. On February 12, 2021, the New Jersey Economic Development Authority approved the full amount of the Company’s application. In February of 2021, the Company entered into an agreement to sell the net operating losses from the 2020 application and the Company received net proceeds of approximately $1.85 million on May 10, 2021. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $15 million to $20 million, which will allow the Company to participate in this innovative funding program in future years. In June 2018, the Company entered into a Credit Agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $10 million in capital (the “Horizon Credit Agreement”). 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. Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. On August 28, 2020, in connection with an Amendment to the Horizon Credit Agreement, Celsion repaid $5 million of the $10 million loan and $0.2 million in related end of term charges, and the remaining $5 million in obligations were restructured as more fully discussed in Note 10 to these financial statements. As more fully discussed in Note 11, during 2021 through the date of the filing of this Quarterly Report on Form 10-Q, the Company has raised approximately $6.9 million in gross proceeds from the use of its JonesTrading Capital on Demand TM The Company has based its estimates 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 4. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the 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 condensed consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which modifies the measurement of expected credit losses on certain financial instruments. The Company adopted ASU 2016-13 in the first quarter of 2021 utilizing the modified retrospective transition method. Based on the composition of the Company’s investment portfolio and current market conditions, the adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intra-period tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard during the first quarter of 2021. The adoption of ASU 2019-12 did not have a material impact on its consolidated financial statements. In connection with the upcoming elimination of the London Inter-bank Offered Rate, (“LIBOR”) and other reference interest rates, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Reform on Financial Reporting. ASU 2020-04, which is available for contract modifications and hedging relationship modifications entered into or evaluated before December 31, 2022, provides certain practical expedients related to simplifying the accounting for contract modifications resulting from the change in terms from LIBOR to a new required interest rate benchmark. The Company is currently evaluating the effects of adopting this accounting standards update. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
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 9,197,728 and 7,982,990 shares for the three-month periods ended March 31, 2021 and 2020, respectively. Warrants with an exercise price of $0.01 exercisable for 200,000 shares of common stock were considered issued in calculating basic loss per share during the first quarter of 2020. These warrants were exercised in October 2020. For the three-month periods ended March 31, 2021 and 2020, diluted loss per common share was the same as basic loss per common share as the other 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 Company did not pay any dividends during the three-month periods ended March 31, 2021 and 2020. |
Investments in Debt Securities
Investments in Debt Securities Available for Sale | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt Securities Available for Sale | Note 6. Investment in Debt Securities Available for Sale Investments in debt securities available for sale with a fair value of $15,000,045 as of March 31, 2021 consisted of government backed 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. The Company only had investments in cash and cash equivalents at December 31, 2020. Investments in debt 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: March 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investments Corporate debt securities $ 14,998,260 $ 15,000,045 $ - - Total $ 14,998,260 $ 15,000,045 $ - $ - March 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 8,998,879 $ 8,999,790 $ - $ - Between 3-12 months 5,999,381 6,000,255 - - Total $ 14,998,260 $ 15,000,045 $ - $ - The following table shows the Company’s investment in debt securities available for sale 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 March 31, 2021 and December 31, 2020. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. March 31, 2021 December 31, 2020 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 15,000,045 $ 1,785 $ - $ - Total $ 15,000,045 $ 1,785 $ - $ - 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 March 31, 2021 2020 Interest and dividends accrued and paid $ 2,411 $ 45,077 Realized gains – 43,232 Investment income net $ 2,411 $ 88,309 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. Fair Value Measurements FASB ASC Section 820, Fair Value Measurements and Disclosures 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 2021 and 2020. There were no transfers of assets or liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 during the three months ended March 31, 2021 or during the year ended December 31, 2020. 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). Assets and liabilities measured at fair value are summarized below: Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2021 Corporate debt securities, available for sale $ 15,000,045 $ – $ 15,000,045 $ – Non-recurring items as of March 31, 2021 In-process R&D (Note 8) $ 13,366,234 $ – $ – $ 13,366,234 Non-recurring items as of December 31, 2020 In-process R&D (Note 8) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of March 31, 2021 Earn-out milestone liability (Note 13) $ 7,169,000 $ – $ – $ 7,169,000 Recurring items as of December 31, 2020 Earn-out milestone liability (Note 13) $ 7,018,000 $ – $ – $ 7,018,000 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Intangible Assets | Note 8. Intangible Assets In June 2014, we completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation, which has changed its company name to EGWU, Inc. after the closing of the acquisition (“EGEN”). We acquired all of 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. 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. The Company’s IPR&D consisted of three core elements, its RNA delivery system, its glioblastoma multiforme cancer (GBM) product candidate and its ovarian cancer indication. The Company’s ovarian cancer indication, with original value of $13.3 million has not been impaired since its acquisition. At September 30, 2020, 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 2020 or first quarter of 2021, no impairment charges were recorded during the three months ended March 31, 2021 and 2020. The Company’s GBM candidate, with original value of $9.4 million had cumulative impairments through 2018 of $7 million, with remaining carrying value of $2.4 million at December 31, 2019. On September 30, 2020, the Company evaluated its IPR&D for the (GBM) product candidate and concluded that it is more likely than not that the asset is further impaired. After this assessment on September 30, 2020, the Company wrote off the remaining $2.4 million of this asset, thereby recognizing a non-cash charge of $2.4 million in the third quarter of 2020. 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 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 March 31, 2021 and 2020. The carrying value of the Covenant Not to Compete was $56,831, net of $1,534,383 accumulated amortization as of March 31, 2021 and $113,660, net of $1,477,554 accumulated amortization, as of December 31, 2020. Following is a schedule of future amortization amounts during the remaining life of the Covenant Not to Compete. Year Ended March 31, 2021 2022 $ 56,831 2023 and thereafter - Total $ 56,831 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 March 31, 2021, 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. Following is a summary of the net fair value of the assets acquired in the EGEN asset acquisition for the three-month period ended March 31, 2021: IPR&D Goodwill Covenant Not To Compete For the three-months ended March 31, 2021 Balance at January 1, 2021, net $ 13,366,234 $ 1,976,101 $ 113,660 Amortization - - (56,829 ) Balance at March 31, 2021, net $ 13,366,234 $ 1,976,101 $ 56,831 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities Other accrued liabilities at March 31, 2021 and December 31, 2020 include the following: March 31, 2021 December 31, 2020 Amounts due to contract research organizations and other contractual agreements $ 855,517 $ 636,000 Accrued payroll and related benefits 790,111 1,736,271 Accrued professional fees 138,430 66,850 Other 19,411 19,411 Total $ 1,803,469 $ 2,458,532 |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2021 | |
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. On August 28, 2020, Horizon and the Company amended the Horizon Credit Agreement (the “Amendment”) whereby Celsion repaid $5 million of the $10 million loan and $0.2 million in related end of term charges, and the remaining $5 million in obligations were restructured as set forth below. Pursuant to the Amendment, the remaining $5 million in obligations of Celsion 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 bear interest at a rate calculated based an amount by which the one-month LIBOR exceeds 2% plus 7.625%. In no event shall the interest rate be less than 9.625%. Payments pursuant to the Amendment are interest only for the first twelve (12) months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date on April 1, 2023. In addition, the remaining $5 million in obligations is subject to an end of term fee equal, in the aggregate, to $275,000, which amount shall be payable upon the maturity of the obligations or upon the date of final payment or default, as applicable. In connection with the Amendment, Celsion agreed to a liquidity covenant which provides that, at all times, Celsion shall maintain unrestricted cash and/or cash equivalents on deposit in accounts over which the applicable Lenders maintain an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Celsion agreed to provide evidence to Horizon on or before March 31, 2021, that it received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey net operating losses, or a combination thereof, subsequent to the date of the Amendment. The Company met this requirement during the fourth quarter of 2020. In connection with the Horizon Credit Agreement, the Company incurred financing fees and expenses totaling $175,000 which were recorded and classified as debt discount. In addition, the Company paid loan origination fees of $100,000 which were recorded and classified as debt discount. These debt discount amounts totaling $782,116 were 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 Agreement, 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 were being amortized as interest expense using the effective interest method over the life of the loan. 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 “Existing Warrants”) at a per share exercise price of $2.63. The Horizon Warrants were immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. 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 debt discounts, and are being amortized as interest expense using the effective interest method over the life of the loan. Pursuant to the Amendment, one-half of the aggregate Existing Warrants, exercisable for a total of 95,057 shares of Celsion’s common stock, have been canceled, and, in connection with the Amendment, Celsion issued Horizon new warrants exercisable at a per share exercise price equal to $1.01 for a total of 247,525 shares of Celsion’s common stock (the “New Warrants” and, together with the Existing Warrants, the “Warrants”). The remaining 95,057 Existing Warrants issued in connection with the Horizon Credit Agreement remain outstanding at a per share exercise price of $2.63. The New 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. Effective October 27, 2020. 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. The Amendment was evaluated in accordance with FASB ASC 470-50, Debt-Modifications and Extinguishments We accounted for the remaining $5 million of obligation under the Amendment as a debt modification to the initial agreement with respect to the minor changes in cash flows. Also, in connection with the $5 million remaining obligations, we recorded $5,000 of financing fees and the New Warrant fair value of $247,548 as additional debt discount on the $5 million remaining obligation. Therefore, approximately $109,706 of unamortized debt discount will be amortized over the remaining life of the new obligations. The $275,000 of end of term fees, net of previously amortized end of term fees totaling $142,605 previously accrued on the original note associated with the $5 million remaining obligation, will be amortized as interest expense over the remaining life of the new obligations. During the three-month period ended March 31, 2021, the Company incurred $120,313 in interest expense and amortized $37,301 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. During the three-month period ended March 31, 2020, the Company incurred $243,299 in interest expense and amortized $96,066 as interest expense for debt discounts and end of term charges in connection with the Horizon Credit Agreement. 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 amended: As of March 31, 2022 $ 1,904,760 2023 2,857,140 2024 and thereafter 238,100 Subtotal of future principal payments 5,000,000 Unamortized debt premium, net 88,461 Total $ 5,088,461 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity In September 2018, the Company filed with the SEC a $75 million shelf registration statement on Form S-3 (the 2018 Shelf Registration Statement) 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 during January 2021, had been fully utilized by the end of January 2021. On March 19, 2021, the Company filed with the SEC a $100 million shelf registration statement on Form S-3 (the “2021 Registration Statement”) 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 March 30, 2021. Capital on Demand TM On December 4, 2018, the Company entered into the Capital on Demand Agreement with JonesTrading, pursuant to which the Company may offer and sell, from time to time, through JonesTrading shares of Common Stock having an aggregate offering price of up to $16.0 million. During 2020, the Company sold and issued an aggregate of 5.2 million shares under the Capital on Demand Agreement, receiving approximately $6.2 million in gross proceeds none of which were sold during the first quarter of 2020. During the first quarter of 2021, the Company sold 7.2 million shares under the Capital on Demand Agreement, receiving approximately $6.9 million in gross proceeds under the Capital on Demand Agreement. Registered Direct Offering On February 27, 2020, we entered into a Securities Purchase Agreement (the “February 2020 Purchase Agreement”) with several institutional investors, pursuant to which we agreed to issue and sell, in a registered direct offering (the “February 2020 Offering”), an aggregate of 4,571,428 shares of our common stock at an offering price of $1.05 per Share for gross proceeds of approximately $4.8 million before the deduction of the Placement Agent fees and offering expenses. In a concurrent private placement (the “Private Placement”), the Company issued to the investors that participated in the February 2020 Offering, for no additional consideration, warrants to purchase up to 2,971,428 shares of common stock (the “Original Warrants”). The Original Warrants were initially exercisable six months following their date of issue and were set to expire on the five-year anniversary of such initial exercise date. The Original Warrants had an exercise price of $1.15 per share subject to adjustment as provided therein. On March 12, 2020, the Company entered into private exchange agreements (the “Exchange Agreements”) with holders of the Original Warrants. Pursuant to the Exchange Agreements, in return for a higher exercise price of $1.24 per share of common stock, the Company issued new warrants to the Investors to purchase up to 3,200,000 shares of common stock (the “Exchange Warrants”) in exchange for the Original Warrants. The Exchange Warrants, like the Original Warrants, are initially exercisable six months following their issuance (the “Initial Exercise Date”) and expire on the five-year anniversary of their Initial Exercise Date. Other than having a higher exercise price, different issue date, Initial Exercise Date and expiration date, the terms of the Exchange Warrants are identical to those of the Original Warrants. On July 31, 2020, the Company filed a Form S-3 Registration Statement to register the shares of common stock issuable under the Exchange Warrants; the Registration Statement was declared effective by the SEC on August 13, 2020. No Exchange Warrants were exercised during 2020. During 2021 through the date of this Quarterly Report on Form 10-Q, the Company issued 1.2 million shares pursuant to investors exercising Exchange Warrants, receiving approximately $1.5 million. Underwritten Offering On June 22, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), relating to the issuance and sale (the “Underwritten Offering”) of 2,666,667 shares of the Company’s common stock. Pursuant to the terms of the Underwriting Agreement, the Underwriter agreed to purchase the shares at a price of $3.4875 per share. The Underwriter offered the shares at a public offering price of $3.75 per share, reflecting an underwriting discount equal to $0.2625, or 7.0% of the public offering price. The net proceeds to the Company from the Underwritten Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, were approximately $9.1 million. Pursuant to the Underwriting Agreement, until December 31, 2020, the Underwriter had a right of first refusal to act as sole underwriter, initial purchaser, placement/selling agent, or arranger, as the case may be, on any new financing for the Company (excluding equipment lease financings, loans or grants from governmental authorities or in connection with government programs and financings relating to or sales of tax attributes) during such period. The Underwriter common stock the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. January 2021 Registered Direct Offering On January 22, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “January 2021 Offering”), an aggregate of 25,925,925 shares of the Company’s common stock at an offering price of $1.35 per share for gross proceeds of approximately $35 million before the deduction of the January 2021 Placement Agents (as defined below) fee and offering expenses. The January 2021 Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The closing of the January 2021 Offering occurred on January 26, 2021. In connection with the January 2021 Offering, the Company entered into a placement agent agreement (the “January 2021 Placement Agent Agreement”) with A.G.P./Alliance Global Partners (together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500. March 2021 Registered Direct Offering On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “March 2021 Offering”), an aggregate of 11,538,462 shares of the Company’s common stock, at an offering price of $1.30 per share for gross proceeds of approximately $15 million before the deduction of the placement agents fee and offering expenses. The shares were offered by the Company pursuant to the 2021 Registration Statement. The closing of the Offering occurred on April 5, 2021. The Company will account for the March 2021 Offering in the second quarter of 2021. In connection with the March 2021 Offering, the Company entered into a placement agent agreement (the “March 2021 Placement Agent Agreement”) with A.G.P./Alliance Global Partners, as lead placement agent (“AGP,” and together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”) pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the Offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500. Under the March 2021 Purchase Agreement and March 2021 Placement Agent Agreement, the Company and its subsidiaries are prohibited, for a period of 90 days after the closing, from entering into any agreement to issue or announcing any issuance or proposed issuance of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive common stock without the prior written consent of AGP or the investors participating in the offering. For purposes of this offering, AGP and the investors from the Company’s January 2021 Offering waived a similar 90-day restriction in the placement agent agreement and purchase agreement for that transaction. LPC Purchase Agreement On September 8, 2020, the Company entered into a purchase agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to sell to Lincoln Park up to $26.0 million of shares of the Company’s common stock at the Company’s discretion as described below (the “LPC Offering”). During 2020, the Company sold and issued an aggregate of 3.3 million shares, including the 437,828 commitment shares, under the LPC Purchase Agreement, receiving approximately $2.2 million in gross proceeds. The Company sent a letter to Lincoln Park terminating the LPC Offering effective January 21, 2021. The Company did not sell any shares under the LPC Purchase Agreement in 2021. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
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”). At the 2020 Annual Stockholders Meeting of the Company held on June 15, 2020, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 2,500,000 to a total of 6,400,000 under the 2018 Plan, as amended. 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 vested on the one-year anniversary of the employee’s first day of employment with the Company is 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 March 31, 2021, there were a total of 6,498,424 shares of Celsion common stock reserved for issuance under the 2018 Plan, which were comprised of 6,420,825 shares of Celsion common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 77,599 shares of Celsion common stock available for future issuance under the 2018 Plan. As of December 31, 2020, there were a total of 140,004 shares of Celsion common stock subject to outstanding inducement awards. Total compensation cost related to stock options and restricted stock awards amounted to $1.6 million and $0.5 million for the three-month periods ended March 31, 2021 and 2020, respectively. Of these amounts, $587,507 and $177,936 was charged to research and development during the three-month periods ended March 31, 2021 and 2020, respectively, and $991,819 and $274,029 was charged to general and administrative expenses during the three-month periods ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there was $4.1 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 1.3 years. The weighted average grant date fair values of the stock options granted was $2.24 and $1.01 during the three-month periods ended March 31, 2021 and 2020, respectively. A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2021 is presented below: Stock Options Restricted Stock Awards Weighted Average Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2021 4,624,725 $ 2.77 2,750 $ 0.89 Equity awards granted 2,032,500 $ 2.24 1,000 $ 2.22 Equity awards exercised or vested and issued (7,500 ) $ 0.63 - $ - Equity awards forfeited, cancelled or expired (92,646 ) $ 2.69 - $ - Equity awards outstanding at March 31, 2021 6,557,079 $ 2.65 3,750 $ 1.31 8.0 Aggregate intrinsic value of outstanding equity awards at March 31, 2021 $ 13,163 $ 7,875 Equity awards exercisable at March 31, 2021 4,063,706 $ 2.70 7.8 Aggregate intrinsic value of equity awards exercisable at March 31, 2021 $ 3,300 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: Three Months Ended March 31, 2021 2020 Risk-free interest rate 1.64 to 1.74 % 1.33 % Expected volatility 106.8 to 112.5 % 102.7 % Expected life (in years) 7.5 to 10.0 8.5 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. |
Earn-out Milestone Liability
Earn-out Milestone Liability | 3 Months Ended |
Mar. 31, 2021 | |
Hercules Warrant [Member] | |
Earn-out Milestone Liability | Note 13. Earn-Out Milestone Liability On March 28, 2019, the Company and EGWU, Inc, entered into an amendment to its purchase agreement (“Amended Asset Purchase Agreement”), whereby payment of the earnout milestone liability related to the Ovarian Cancer Indication of $12.4 million had 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. As of March 31, 2021, and December 31, 2020, the Company fair valued the earn-out milestone liability at $7.2 million and $7.0 million, respectively, and recognized a non-cash charge of $0.2 million for the three-months ended March 31, 2021. In assessing the earnout milestone liability at March 31, 2021, the Company fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 50% and 50% probability for the $7.0 million and the $12.4 million payments, respectively. As of March 31, 2020, and December 31, 2019, the Company fair valued the earn-out milestone liability at $5.8 million and $5.7 million, respectively and recognized a non-cash charge of $0.1 million for the three-months ended March 31, 2020. In assessing the earnout milestone liability at March 31, 2020, the Company 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. The following is a summary of the changes in the earn-out milestone liability for the three-month period ended March 31, 2021: Balance at January 1, 2021 $ (7,018,000 ) Non-cash loss from the change in fair value (151,000 ) Balance at March 31, 2021 $ (7,169,000 ) 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 March 31, 2021 80 % 9 % 0.29 to 1.29 years December 31, 2020 80 % 9 % 0.54 to 1.54 years March 31, 2020 80 % 9 % 1.04 to 2.04 years December 31, 2019 80 % 9 % 1.12 to 2.12 years |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 14. Warrants Following is a summary of all warrant activity for the three months ended March 31, 2021: Warrants Number of Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2020 3,853,566 $ 1.35 Warrants exercised during the three months ended March 31, 2021 (see Note 11) (1,216,667 ) $ 1.24 Warrants outstanding at March 31, 2021 2,636,899 $ 1.40 Aggregate intrinsic value of outstanding warrants at March 31, 2021 $ 413,500 Weighted average remaining contractual terms at March 31, 2021 4.6 years |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 15. Leases In 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 and 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 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. 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 Condensed Consolidated Balance Sheet but had no impact on our condensed 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 March 31, 2021: For the year ending Remainder of 2021 $ 398,872 2022 535,579 2023 233,116 2024 and thereafter - Subtotal future lease payments 1,167,567 Less imputed interest (127,384 ) Total lease liabilities $ 1,040,183 Weighted average remaining life 2.2 years Weighted average discount rate 9.98 % For the three-month period ending March 31, 2021, operating lease expense was $130,595 and cash paid for operating leases included in operating cash flows was $131,863. For the three-month period ending March 31, 2020, operating lease expense was $130,595 and cash paid for operating leases included in operating cash flows was $130,631. |
Technology Development and Lice
Technology Development and Licensing Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Exercise Price Three [Member] | |
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 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies On September 20, 2019, a purported stockholder of the Company filed a derivative and putative class action lawsuit against the Company and certain officers and directors (the “Shareholder Action”). The Company was a defendant in this derivative and putative class action lawsuit in the Superior Court of New Jersey, Chancery Division, filed by a shareholder against the Company (as both a class action defendant and nominal defendant), and certain of its officers and directors (the “Individual Defendants”), with the caption O’Connor v. Braun et al., Docket No. MER-C-000068-19 On April 24, 2020, the Company, the Individual Defendants, and the plaintiff (the “Parties”) entered into a Settlement Agreement and Release (the “Settlement Agreement”), which memorializes the terms of the Parties’ settlement of the Shareholder Action (the “Settlement”). The Settlement calls for repricing of certain stock options and payment of plaintiff legal fees of $187,500. On July 24, 2020, the Court issued an order approving the Parties’ proposed form of notice to shareholders regarding the Settlement. A hearing was held on September 8, 2020 whereby the Court issued a final approval approving the Settlement. Pursuant to the Settlement, the Company paid $187,500 on October 1, 2020. Without admitting the validity of any of the claims asserted in the Shareholder Action, or any liability with respect thereto, and expressly denying all allegations of wrongdoing, fault, liability, or damage against the Company and the Individual Defendants arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Shareholder Action, the Company and the Individual Defendants concluded that it was desirable that the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The Company and the Individual Defendants entered into the Settlement Agreement for settlement purposes only and solely to avoid the cost and disruption of further litigation. On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al. ® In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno et al. ®. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events As more fully discussed in Note 11, the Company completed the sale of 11.5 million shares of common stock for gross proceeds of $15 million on April 5, 2021. |
Investments in Debt Securitie_2
Investments in Debt Securities Available for Sale (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [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: March 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investments Corporate debt securities $ 14,998,260 $ 15,000,045 $ - - Total $ 14,998,260 $ 15,000,045 $ - $ - March 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 8,998,879 $ 8,999,790 $ - $ - Between 3-12 months 5,999,381 6,000,255 - - Total $ 14,998,260 $ 15,000,045 $ - $ - |
Summary of Investment Securities Gross Unrealized Gains (Losses) | The following table shows the Company’s investment in debt securities available for sale 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 March 31, 2021 and December 31, 2020. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. March 31, 2021 December 31, 2020 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 15,000,045 $ 1,785 $ - $ - Total $ 15,000,045 $ 1,785 $ - $ - |
Summary of Net Realized Losses on Sales of Available for Sale Securities and Investment Income Interest and Dividends | 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 March 31, 2021 2020 Interest and dividends accrued and paid $ 2,411 $ 45,077 Realized gains – 43,232 Investment income net $ 2,411 $ 88,309 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value are summarized below: Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2021 Corporate debt securities, available for sale $ 15,000,045 $ – $ 15,000,045 $ – Non-recurring items as of March 31, 2021 In-process R&D (Note 8) $ 13,366,234 $ – $ – $ 13,366,234 Non-recurring items as of December 31, 2020 In-process R&D (Note 8) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of March 31, 2021 Earn-out milestone liability (Note 13) $ 7,169,000 $ – $ – $ 7,169,000 Recurring items as of December 31, 2020 Earn-out milestone liability (Note 13) $ 7,018,000 $ – $ – $ 7,018,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets, Net (Including Goodwill) [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 March 31, 2021 2022 $ 56,831 2023 and thereafter - Total $ 56,831 |
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 three-month period ended March 31, 2021: IPR&D Goodwill Covenant Not To Compete For the three-months ended March 31, 2021 Balance at January 1, 2021, net $ 13,366,234 $ 1,976,101 $ 113,660 Amortization - - (56,829 ) Balance at March 31, 2021, net $ 13,366,234 $ 1,976,101 $ 56,831 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Other accrued liabilities at March 31, 2021 and December 31, 2020 include the following: March 31, 2021 December 31, 2020 Amounts due to contract research organizations and other contractual agreements $ 855,517 $ 636,000 Accrued payroll and related benefits 790,111 1,736,271 Accrued professional fees 138,430 66,850 Other 19,411 19,411 Total $ 1,803,469 $ 2,458,532 |
Note Payable (Tables)
Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 amended: As of March 31, 2022 $ 1,904,760 2023 2,857,140 2024 and thereafter 238,100 Subtotal of future principal payments 5,000,000 Unamortized debt premium, net 88,461 Total $ 5,088,461 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Awards and Restricted Stock Grants | A summary of stock option awards and restricted stock grants for the three-months ended March 31, 2021 is presented below: Stock Options Restricted Stock Awards Weighted Average Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2021 4,624,725 $ 2.77 2,750 $ 0.89 Equity awards granted 2,032,500 $ 2.24 1,000 $ 2.22 Equity awards exercised or vested and issued (7,500 ) $ 0.63 - $ - Equity awards forfeited, cancelled or expired (92,646 ) $ 2.69 - $ - Equity awards outstanding at March 31, 2021 6,557,079 $ 2.65 3,750 $ 1.31 8.0 Aggregate intrinsic value of outstanding equity awards at March 31, 2021 $ 13,163 $ 7,875 Equity awards exercisable at March 31, 2021 4,063,706 $ 2.70 7.8 Aggregate intrinsic value of equity awards exercisable at March 31, 2021 $ 3,300 |
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: Three Months Ended March 31, 2021 2020 Risk-free interest rate 1.64 to 1.74 % 1.33 % Expected volatility 106.8 to 112.5 % 102.7 % Expected life (in years) 7.5 to 10.0 8.5 Expected dividend yield - % - % |
Earn-out Milestone Liability (T
Earn-out Milestone Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 the three-month period ended March 31, 2021: Balance at January 1, 2021 $ (7,018,000 ) Non-cash loss from the change in fair value (151,000 ) Balance at March 31, 2021 $ (7,169,000 ) |
Schedule of 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 March 31, 2021 80 % 9 % 0.29 to 1.29 years December 31, 2020 80 % 9 % 0.54 to 1.54 years March 31, 2020 80 % 9 % 1.04 to 2.04 years December 31, 2019 80 % 9 % 1.12 to 2.12 years |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | Following is a summary of all warrant activity for the three months ended March 31, 2021: Warrants Number of Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2020 3,853,566 $ 1.35 Warrants exercised during the three months ended March 31, 2021 (see Note 11) (1,216,667 ) $ 1.24 Warrants outstanding at March 31, 2021 2,636,899 $ 1.40 Aggregate intrinsic value of outstanding warrants at March 31, 2021 $ 413,500 Weighted average remaining contractual terms at March 31, 2021 4.6 years |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Payments and Maturity of Operating Lease Liabilities | Following is a table of the lease payments and maturity of our operating lease liabilities as of March 31, 2021: For the year ending Remainder of 2021 $ 398,872 2022 535,579 2023 233,116 2024 and thereafter - Subtotal future lease payments 1,167,567 Less imputed interest (127,384 ) Total lease liabilities $ 1,040,183 Weighted average remaining life 2.2 years Weighted average discount rate 9.98 % |
Financial Condition and Busin_2
Financial Condition and Business Plan (Details Narrative) - USD ($) | May 10, 2021 | Mar. 19, 2021 | Aug. 28, 2020 | Jan. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Cumulated net losses | $ (317,689,344) | $ (312,000,341) | |||||||||
Cash and cash equivalents, short-term investments and receivable on sale of net operating losses | 54,600,000 | ||||||||||
Receivable on sale of net operating losses | 1,845,823 | ||||||||||
Proceeds from warrant exercises | 1,508,666 | ||||||||||
Proceeds from sale of equity | $ 15,000,000 | ||||||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||
Proceeds from new capital | $ 10,000,000 | ||||||||||
Debt instrument face amount | $ 10,000,000 | ||||||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt instrument, interest rate | 7.625% | ||||||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||
Repayment of loans | 5,000,000 | ||||||||||
Debt instrument face amount | 5,000,000 | ||||||||||
Debt instrument related end term charges | $ 200,000 | ||||||||||
Capital on DemandTM Sales Agreement [Member] | Jones Trading Institutional Services, LLC [Member] | |||||||||||
Proceeds from new capital | $ 6,900,000 | ||||||||||
Debt instrument face amount | $ 35,000,000 | ||||||||||
Proceeds from warrant exercises | $ 1,500,000 | ||||||||||
New Jersey [Member] | |||||||||||
Net proceeds from sale of net operating losses | $ 2,000,000 | $ 12,200,000 | $ 13,000,000 | ||||||||
New Jersey [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||
Net proceeds from sale of net operating losses | $ 15,000,000 | ||||||||||
New Jersey [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||
Net proceeds from sale of net operating losses | $ 20,000,000 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Number of shares of common stock issuable upon exercise of warrants and equity awards | 9,197,728 | 7,982,990 |
Warrants exercise price | $ 0.01 | |
Number of shares of common stock issued in calculation basic loss per share | 200,000 |
Investment in Debt Securities A
Investment in Debt Securities Available for Sale (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Short-term investments - Fair Value | $ 15,000,045 |
Investment in Debt Securities_2
Investment in Debt Securities Available for Sale - Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Short-term investments - Cost | $ 14,998,260 | |
Short-term investments - Fair Value | 15,000,045 | |
Short-term investment maturities - Within 3 months, cost | 8,998,879 | |
Short-term investment maturities - Between 3-12 months, cost | 5,999,381 | |
Total, cost | 14,998,260 | |
Short-term investment maturities - Within 3 months, fair value | 8,999,790 | |
Short-term investment maturities - Between 3-12 months, fair value | 6,000,255 | |
Total, fair value | 15,000,045 | |
Corporate Debt Securities [Member] | ||
Short-term investments - Cost | 14,998,260 | |
Short-term investments - Fair Value | $ 15,000,045 |
Investments in Debt Securitie_3
Investments in Debt Securities Available for Sale - Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Investments in debt securities with unrealized gains, Less than 12 months , Fair Value | $ 15,000,045 | |
Investment securities - available for sale, Fair Value | 15,000,045 | |
Investments in debt securities with unrealized gains, Less than 12 months, Unrealized Holding Gains (Losses) | 1,785 | |
Unrealized Holding Gains (Losses) | $ 1,785 |
Investments in Debt Securitie_4
Investments in Debt Securities Available for Sale - Summary of Net Realized Losses on Sales of Available for Sale Securities and Investment Income Interest and Dividends (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Interest and dividends accrued and paid | $ 2,411 | $ 45,077 |
Realized gains | 43,232 | |
Investment income net | $ 2,411 | $ 88,309 |
Fair Values of Financial Instru
Fair Values of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Investment securities, available for sale | $ 15,000,045 | |
Earn-out milestone liability | 7,169,000 | 7,018,000 |
Corporate Debt Securities [Member] | ||
Investment securities, available for sale | 15,000,045 | |
Fair Value, Measurements, Recurring [Member] | ||
Earn-out milestone liability | 7,169,000 | 7,018,000 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | ||
Earn-out milestone liability | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Earn-out milestone liability | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Earn-out milestone liability | 7,169,000 | 7,018,000 |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | ||
Investment securities, available for sale | 15,000,045 | |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | ||
Investment securities, available for sale | ||
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Investment securities, available for sale | 15,000,045 | |
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Investment securities, available for sale | ||
Fair Value, Measurements, Non Recurring [Member] | In-process R&D [Member] | ||
Investment securities, available for sale | 13,366,234 | 13,366,234 |
Fair Value, Measurements, Non Recurring [Member] | In-process R&D [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | ||
Investment securities, available for sale | ||
Fair Value, Measurements, Non Recurring [Member] | In-process R&D [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Investment securities, available for sale | ||
Fair Value, Measurements, Non Recurring [Member] | In-process R&D [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Investment securities, available for sale | $ 13,366,234 | $ 13,366,234 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Sep. 30, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Finite-lived intangible assets, net | $ 56,831 | $ 113,660 | |||||
2018 Aspire Purchase Agreements [Member] | |||||||
Finite-lived intangible assets, net | 113,660 | ||||||
Finite-lived intangible assets, accumulated amortization | $ 1,477,554 | ||||||
Glioblastoma Multiforme Brain Cancer [Member] | |||||||
Asset impairment charges | $ 2,400,000 | ||||||
IPR&D Drug Technology Platforms [Member] | |||||||
Asset impairment charges | |||||||
IPR&D Drug Technology Platforms [Member] | Ovarian Cancer [Member] | |||||||
Finite-lived intangible assets acquired | 13,300,000 | ||||||
EGEN Inc [Member] | |||||||
Asset impairment charges | $ 7,000,000 | ||||||
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 | |||||
Finite-lived intangible assets, net | 56,831 | ||||||
Finite-lived intangible assets, accumulated amortization | 1,534,383 | ||||||
EGEN Inc [Member] | Glioblastoma Multiforme Brain Cancer [Member] | |||||||
Asset impairment charges | $ 2,400,000 | $ 9,400,000 | |||||
Non-cash charge | $ 2,400,000 | ||||||
EGEN Inc [Member] | IPR&D Drug Technology Platforms [Member] | |||||||
Indefinite lived intangible assets | $ 24,200,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization Amounts During the Remaining Life (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total | $ 56,831 | $ 113,660 |
Covenant Not to Compete [Member] | ||
2021 | 56,831 | |
2022 and thereafter | ||
Total | $ 56,831 | $ 113,660 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Fair Value of Assets Acquired (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Intangible assets, beginning balance | $ 113,660 |
Intangible assets, ending balance | 56,831 |
Covenant Not to Compete [Member] | |
Intangible assets, beginning balance | 113,660 |
Amortization | 56,829 |
Intangible assets, ending balance | 56,831 |
IPR&D [Member] | |
Intangible assets, beginning balance | 13,366,234 |
Amortization | |
Intangible assets, ending balance | 13,366,234 |
Goodwill [Member] | |
Intangible assets, beginning balance | 1,976,101 |
Amortization | |
Intangible assets, ending balance | $ 1,976,101 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 855,517 | $ 636,000 |
Accrued payroll and related benefits | 790,111 | 1,736,271 |
Accrued professional fees | 138,430 | 66,850 |
Other | 19,411 | 19,411 |
Total | $ 1,803,469 | $ 2,458,532 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Aug. 28, 2020 | Jun. 27, 2018 | Mar. 31, 2021 | Mar. 31, 2020 |
Financing fees and expenses | $ 157,614 | $ 339,365 | ||
Debt financing fees | $ 88,461 | |||
Warrants exercise per share | $ 0.01 | |||
Initial Horizon Credit Agreement Amendment [Member] | ||||
Interest expense, debt, total | $ 120,313 | 243,299 | ||
Amortization of debt issuance costs | 37,301 | $ 96,066 | ||
Initial Horizon Credit Agreement [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||
Proceeds from lines of credit, total | 10,000,000 | |||
Debt instrument, end term fee | 142,605 | |||
Financing fees and expenses | 175,000 | |||
Loan origination fees | 100,000 | |||
Debt instrument, unamortized discount | $ 782,116 | |||
End of term charge percentage | 4.00% | |||
Debt financing fees | $ 400,000 | |||
Fair value of warrants | 507,116 | |||
End of term fees | $ 275,000 | |||
Initial Horizon Credit Agreement [Member] | Common Stock Outstanding [Member] | ||||
Warrants exercise per share | $ 2.63 | |||
Warrants exercisable | 190,114 | |||
Warrants outstanding | 95,057 | |||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | ||||
Repayment of loans | $ 5,000,000 | |||
Debt instrument related end term charges | 200,000 | |||
Debt instrument face amount | $ 5,000,000 | |||
Debt instrument, interest rate terms | The obligations bear interest at a rate calculated based an amount by which the one-month LIBOR exceeds 2% plus 7.625%. In no event shall the interest rate be less than 9.625%. Payments pursuant to the Amendment are interest only for the first twelve (12) months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date maturity date on April 1, 2023. | |||
Debt instrument, end term fee | $ 275,000 | |||
Debt instrument, restrictive covenants | In connection with the Amendment, Celsion agreed to a liquidity covenant which provides that, at all times, Celsion shall maintain unrestricted cash and/or cash equivalents on deposit in accounts over which the applicable Lenders maintain an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Celsion agreed to provide evidence to Horizon on or before March 31, 2021, that it received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey net operating losses, or a combination thereof, subsequent to the date of the Amendment. | |||
Debt instrument, unamortized discount | $ 200,000 | $ 109,706 | ||
Debt financing fees | 5,000 | |||
Payment of debt extinguishment | 5,000,000 | |||
New warrants fair value | $ 247,548 | |||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | Common Stock Outstanding [Member] | ||||
Warrants exercise per share | $ 1.01 | |||
Warrants exercisable | 247,525 | |||
Warrants cancelled | 95,057 | |||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | One-Month LIBOR Exceeds 2% Plus [Member] | ||||
Debt instrument interest rate | 9.625% |
Note Payable - Schedule of Futu
Note Payable - Schedule of Future Principle Payments, Net of Unamortized Debt Discounts (Details) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,904,760 |
2023 | 2,857,140 |
2024 and thereafter | 238,100 |
Subtotal of future principal payments | 5,000,000 |
Unamortized debt premium, net | 88,461 |
Total | $ 5,088,461 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 19, 2021 | Jan. 22, 2021 | Sep. 08, 2020 | Jun. 22, 2020 | Feb. 27, 2020 | Dec. 04, 2018 | Sep. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 12, 2020 |
Shelf registration statement amount | $ 100,000,000 | $ 75,000,000 | ||||||||||
Proceeds from issuance of common stock | $ 38,943,478 | $ 5,794,747 | ||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||||||||||
Capital on DemandTM Sales Agreement [Member] | ||||||||||||
Aggregate offering price | $ 16,000,000 | |||||||||||
Capital on Demand Agreement [Member] | ||||||||||||
Stock issued during period, shares, new issues | 7,200,000 | 5,200,000 | ||||||||||
Proceeds from issuance of common stock | $ 6,900,000 | $ 6,200,000 | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Stock issued during period, shares, new issues | 4,571,428 | |||||||||||
Proceeds from issuance of common stock | $ 4,800,000 | |||||||||||
Shares issued, price per share | $ 1.05 | |||||||||||
Securities Purchase Agreement [Member] | Original Warrants [Member] | ||||||||||||
Number of warrants to purchase common stock | 2,971,428 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants exercise price | $ 1.15 | |||||||||||
Exchange Agreements [Member] | ||||||||||||
Number of warrants to purchase common stock | 1,200,000 | 1,200,000 | ||||||||||
Proceeds from issuance of warrants | $ 1,500,000 | |||||||||||
Exchange Agreements [Member] | Warrant [Member] | ||||||||||||
Number of warrants to purchase common stock | 3,200,000 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants exercise price | $ 1.24 | |||||||||||
Underwriting Agreement [Member] | Underwritten Offering [Member] | ||||||||||||
Stock issued during period, shares, new issues | 2,666,667 | |||||||||||
Proceeds from issuance of common stock | $ 9,100,000 | |||||||||||
Shares issued, price per share | $ 3.75 | |||||||||||
Shares purchased, price per share | 3.4875 | |||||||||||
Underwriting discount price per share | $ 0.2625 | |||||||||||
Percentage of underwriting discount on public offering price | 0.70% | |||||||||||
Underwriting Agreement [Member] | January 2021 Registered Direct Offering [Member] | ||||||||||||
Stock issued during period, shares, new issues | 25,925,925 | |||||||||||
Proceeds from issuance of common stock | $ 35,000,000 | |||||||||||
Shares purchased, price per share | $ 1.35 | |||||||||||
Placement agent fee description | In connection with the January 2021 Offering, the Company entered into a placement agent agreement (the "January 2021 Placement Agent Agreement") with A.G.P./Alliance Global Partners (together with Brookline Capital Markets, the "January 2021 Placement Agents") pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500. | |||||||||||
Underwriting Agreement [Member] | March 2021 Registered Direct Offering [Member] | ||||||||||||
Stock issued during period, shares, new issues | 11,538,462 | |||||||||||
Proceeds from issuance of common stock | $ 15,000,000 | |||||||||||
Shares purchased, price per share | $ 1.30 | $ 1.30 | ||||||||||
Placement agent fee description | In connection with the March 2021 Offering, the Company entered into a placement agent agreement (the "March 2021 Placement Agent Agreement") with A.G.P./Alliance Global Partners, as lead placement agent ("AGP," and together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the "March 2021 Placement Agents") pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the Offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500. | |||||||||||
LPC Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||||
Stock issued during period, shares, new issues | 26,000,000 | 3,300,000 | ||||||||||
Proceeds from issuance of common stock | $ 2,200,000 | |||||||||||
LPC Purchase Agreement [Member] | LPC Commitment Shares [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||||
Stock issued during period, shares, new issues | 437,828 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Feb. 19, 2019 | Sep. 28, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 15, 2020 |
Weighted average exercise price, options granted | $ 2.24 | $ 1.01 | ||||
Unrecognized compensation cost related to non-vested stock based compensation | $ 4,100,000 | |||||
Stock based compensation cost expected to be recognized, weighted average period | 1 year 3 months 19 days | |||||
Equity Stock Awards [Member] | Granted Under 2018 Plan and 2007 Plan [Member] | ||||||
Number of shares reserved for future issuance | 6,420,825 | |||||
Inducement Awards [Member] | ||||||
Number of shares reserved for future issuance | 140,004 | |||||
Stock Options and Restricted Stock Awards [Member] | ||||||
Compensation cost | $ 1,600,000 | $ 500,000 | ||||
Stock Options and Restricted Stock Awards [Member] | Research and Development Expense [Member] | ||||||
Compensation cost | 587,507 | 177,936 | ||||
Stock Options and Restricted Stock Awards [Member] | General and Administrative Expense [Member] | ||||||
Compensation cost | $ 991,819 | $ 274,029 | ||||
2018 Stock Incentive Plan [Member] | ||||||
Equity awards, number of stock authorized | 2,700,000 | |||||
Number of shares reserved for future issuance | 6,498,424 | |||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | ||||||
Number of equity awards available for future issuance | 1,200,000 | 2,500,000 | ||||
2018 Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Number of equity awards available for future issuance | 3,900,000 | 6,400,000 | ||||
2007 Stock Incentive Plan [Member] | ||||||
Stock options, strike price description | 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. | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | ||||||
Weighted average exercise price, options granted | $ 2.18 | $ 2.77 | ||||
Option vested period | 3 years | 3 years | ||||
Inducement Option Grants [Member] | Five New Employees [Member] | Restricted Stock [Member] | ||||||
Number of shares issued | 13,000 | 19,000 | ||||
Inducement Option Grants [Member] | Five New Employees [Member] | Common Stock Outstanding [Member] | ||||||
Number of shares issued | 140,004 | 164,004 | ||||
2018 Plan [Member] | ||||||
Number of shares reserved for future issuance | 77,599 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Awards and Restricted Stock Grants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Weighted Average Exercise Price, Options granted | $ 2.24 | $ 1.01 |
Stock Options [Member] | ||
Number Outstanding, Outstanding, Beginning balance | 4,624,725 | |
Number Outstanding, Options granted | 2,032,500 | |
Number Outstanding, Options exercised or vested and issued | (7,500) | |
Number Outstanding, Options canceled or expired | (92,646) | |
Number Outstanding, Outstanding, Ending balance | 6,557,079 | |
Number Outstanding, Exercisable, Ending balance | 4,063,706 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 2.77 | |
Weighted Average Exercise Price, Options granted | 2.24 | |
Weighted Average Exercise Price, Options exercised or vested and issued | 0.63 | |
Weighted Average Exercise Price, Options canceled or expired | 2.69 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 2.65 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 2.70 | |
Weighted Average Remaining Contractual Term (years), Outstanding, Ending balance | 8 years | |
Weighted Average Remaining Contractual Term (years), Exercisable, Ending balance | 7 years 9 months 18 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 13,163 | |
Aggregate Intrinsic Value, Exercisable, Ending balance | $ 3,300 | |
Restricted Stock [Member] | ||
Number Outstanding, Non-vested stock awards, Outstanding, Beginning balance | 2,750 | |
Number Outstanding, Non-vested stock awards, Granted | 1,000 | |
Number Outstanding, Non-vested stock awards, exercised or vested and issued | ||
Number Outstanding, Non-vested stock awards, Forfeited | ||
Number Outstanding, Non-vested stock awards, Outstanding, Ending balance | 3,750 | |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Outstanding, Beginning balance | $ 0.89 | |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Granted | 2.22 | |
Weighted Average Grant Date Fair Value, Non-vested stock awards, exercised or vested and issued | ||
Weighted Average Grant Date Fair Value, Non-vested stock awards, Forfeited | ||
Weighted Average Grant Date Fair Value, Non-vested stock awards, Outstanding, Ending balance | $ 1.31 | |
Aggregate Intrinsic Value, Non-vested stock awards, Outstanding, Ending balance | $ 7,875 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Risk-free interest rate, minimum | 1.64% | |
Risk-free interest rate, maximum | 1.74% | |
Risk-free interest rate | 1.33% | |
Expected volatility, minimum | 106.80% | |
Expected volatility, maximum | 112.50% | |
Expected volatility | 102.70% | |
Expected life (in years) | 8 years 6 months | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life (in years) | 7 years 6 months | |
Maximum [Member] | ||
Expected life (in years) | 10 years |
Earn-out Milestone Liability (D
Earn-out Milestone Liability (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 28, 2019 | |
EGWC, Inc [Member] | |||||
Earn-out payment options, description | In assessing the earnout milestone liability at March 31, 2021, the Company fair valued each of the two payment options per the Amended Asset Purchase Agreement and weighted them at 50% and 50% probability for the $7.0 million and the $12.4 million payments, respectively. | In assessing the earnout milestone liability at March 31, 2020, the Company 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. | |||
Non-cash charge on earnour milestone liability | $ 200,000 | $ 100,000 | |||
Amended Asset Purchase Agreement [Member] | |||||
Earnout milestone liability | $ 12,400,000 | ||||
Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | |||||
Earnout milestone liability | 12,400,000 | ||||
Amended Asset Purchase Agreement [Member] | 10 Business Days of Achieving Milestone [Member] | |||||
Earnout milestone liability | $ 7,000,000 | ||||
Fair Value Earnout Milestone Liability [Member] | EGWC, Inc [Member] | |||||
Fair value of acquisition consideration | $ 7,200,000 | $ 5,800,000 | $ 7,000,000 | $ 5,700,000 |
Earn-out Milestone Liability -
Earn-out Milestone Liability - Schedule of Changes in Earn-out Milestone Liability (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Hercules Warrant [Member] | |
Earn-out liabilities, beginning balance | $ (7,018,000) |
Non-cash gain loss from the adjustment for the change in fair value | (151,000) |
Earn-out liabilities, ending balance | $ (7,169,000) |
Earn-out Milestone Liability _2
Earn-out Milestone Liability - Schedule of Risk Adjustment Assessment (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Risk-adjustment Assessment of achieving each Milestone | 80.00% | 80.00% | 80.00% | 80.00% |
Discount Rate | 9.00% | 9.00% | 9.00% | 9.00% |
Minimum [Member] | ||||
Estimated Time to Achieve | 3 months 15 days | 1 year 15 days | 6 months 14 days | 1 year 1 month 13 days |
Maximum [Member] | ||||
Estimated Time to Achieve | 1 year 3 months 15 days | 2 years 15 days | 1 year 6 months 14 days | 2 years 1 month 13 days |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of Warrants Issued, Warrants outstanding, Beginning balance | shares | 3,853,566 |
Number of Warrants Issued, Warrants exercised | shares | (1,216,667) |
Number of Warrants Issued, Warrants outstanding, Ending balance | shares | 2,636,899 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ / shares | $ 1.35 |
Weighted Average Exercise Price, Warrants exercised | $ / shares | 1.24 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ / shares | $ 1.40 |
Aggregate intrinsic value of outstanding warrants | $ | $ 413,500 |
Weighted average remaining contractual terms (years) | 4 years 7 months 6 days |
Leases (Details Narrative)
Leases (Details Narrative) | Jan. 02, 2019USD ($) | Jan. 31, 2018USD ($) | Jul. 31, 2011ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)ft² |
Area of land | ft² | 10,870 | |||||
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, the Company 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. | |||||
Lease description | In 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 and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. | |||||
ROU asset | $ 400,000 | $ 945,070 | $ 1,047,336 | |||
Operating lease liabilities | 1,900,000 | 1,040,183 | ||||
Increased ROU asset | 1,800,000 | |||||
Operating lease expense paid | 130,595 | $ 130,631 | ||||
Accounting Standards Update 2016-02 [Member] | ||||||
ROU asset | 1,400,000 | |||||
Operating lease liabilities | 1,500,000 | |||||
Other liabilities | $ 100,000 | |||||
Huntsville Alabama [Member] | ||||||
Area of land | ft² | 11,500 | |||||
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, rent payment | $ 18,100 | |||||
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. | |||||
Operating Leases [Member] | ||||||
Operating lease costs | 130,595 | 130,595 | ||||
Operating lease expense paid | $ 131,863 | $ 130,631 |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments and Maturity of Operating Lease Liabilities (Details) - USD ($) | Mar. 31, 2021 | Jan. 02, 2019 |
Leases [Abstract] | ||
Remainder of 2021 | $ 398,872 | |
2022 | 535,579 | |
2023 | 233,116 | |
2024 and thereafter | ||
Subtotal future lease payments | 1,167,567 | |
Less imputed interest | (127,384) | |
Total lease liabilities | $ 1,040,183 | $ 1,900,000 |
Weighted average remaining life | 2 years 2 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, 2021 |
Upfront Payment, being recognized | $ 5,000,000 | |
Hisun [Member] | ||
Non-refundable research and development fee | $ 5,000,000 | |
Deferred revenue | $ 5,000,000 | |
Deferred revenue amortization period | 10 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 02, 2020 | Apr. 24, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Payment of legal fees | $ 187,500 | |
Payments for legal settlements | $ 187,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 05, 2021USD ($)shares |
Sale of stock, during period | shares | 11,500,000 |
Gross proceeds from sales of stock | $ | $ 15,000,000 |