Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 07, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | VOLITIONRX LTD | |
Entity Central Index Key | 0000093314 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 41,089,853 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 18,510,727 | $ 13,427,222 |
Prepaid expenses | 540,274 | 245,441 |
Other current assets | 193,119 | 229,755 |
Total Current Assets | 19,244,120 | 13,902,418 |
Property and equipment, net | 3,037,631 | 3,119,643 |
Operating lease right of use assets | 179,158 | |
Intangible assets, net | 420,191 | 466,905 |
Total Assets | 22,881,100 | 17,488,966 |
Current Liabilities | ||
Accounts payable | 1,318,576 | 807,162 |
Accrued liabilities | 1,266,490 | 923,034 |
Management and directors' fees payable | 45,536 | 1,200 |
Current portion of long-term debt | 562,751 | 416,553 |
Current portion of finance lease liabilities | 144,433 | 145,150 |
Current portion of operating lease liabilities | 80,118 | |
Current portion of grant repayable | 79,589 | 40,094 |
Total Current Liabilities | 3,497,493 | 2,333,193 |
Long-term debt, net of current portion | 1,956,119 | 1,984,262 |
Finance lease liabilities, net of current portion | 642,711 | 720,013 |
Operating lease liabilities, net of current portion | 100,028 | |
Grant repayable, net of current portion | 301,784 | 311,042 |
Total Long-Term Liabilities | 3,000,642 | 3,015,317 |
Total Liabilities | 6,498,135 | 5,348,510 |
STOCKHOLDERS' EQUITY | ||
Common Stock Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 39,480,658 shares and 35,335,378 shares, respectively | 39,481 | 35,335 |
Additional paid-in capital | 98,177,719 | 85,604,271 |
Accumulated other comprehensive Income | 249,510 | 223,651 |
Accumulated deficit | (82,083,745) | (73,722,801) |
Total Stockholders' Equity | 16,382,965 | 12,140,456 |
Total Liabilities and Stockholders' Equity | $ 22,881,100 | $ 17,488,966 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | May 03, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 39,480,658 | 35,335,378 | |
Common stock, shares outstanding | 39,480,658 | 35,335,378 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operationsand Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Operationsand Comprehensive Loss (Unaudited) | ||||
Revenue | ||||
Operating Expenses | ||||
Research and development | 2,478,930 | 2,686,473 | 4,953,489 | 5,109,675 |
General and administrative | 1,407,002 | 1,643,681 | 2,624,878 | 3,485,774 |
Sales and marketing | 238,124 | 235,366 | 522,404 | 599,510 |
Total Operating Expenses | 4,124,056 | 4,565,520 | 8,100,771 | 9,194,959 |
Operating Loss | (4,124,056) | (4,565,520) | (8,100,771) | (9,194,959) |
Other Expenses | ||||
Interest expense | 33,115 | 26,556 | 63,216 | 49,538 |
Other expenses | 196,957 | |||
Total Other Expenses | (33,115) | (26,556) | (260,173) | (49,538) |
Provision for Income Taxes | ||||
Net Loss | (4,157,171) | (4,592,076) | (8,360,944) | (9,244,497) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | 49,913 | 132,157 | 25,859 | 147,104 |
Net Comprehensive Loss | $ (4,107,258) | $ (4,459,919) | $ (8,335,085) | $ (9,097,393) |
Net Loss Per Share - Basic and Diluted | $ (0.11) | $ (0.15) | $ (0.22) | $ (0.32) |
Weighted Average Shares Outstanding | ||||
-BasicandDiluted | 38,876,262 | 30,027,260 | 37,266,356 | 28,655,711 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net loss | $ (8,360,944) | $ (9,244,497) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 365,909 | 317,981 |
Loss on disposal of property and equipment | (41) | |
Stock based compensation | 715,838 | 1,388,295 |
Warrants issued for services | 4,127 | 4,326 |
Financing costs for warrants modified | 196,957 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (294,833) | (174,504) |
Other current assets | 36,636 | (188,285) |
Accounts payable and accrued liabilities | 938,433 | 1,406,197 |
Right-of-use assets operating leases liabilities | (25,598) | |
Net Cash Used In Operating Activities | (6,423,475) | (6,490,528) |
Investing Activities | ||
Purchases of property and equipment | (236,831) | (125,513) |
Net Cash Used In Investing Activities | (236,831) | (125,513) |
Financing Activities | ||
Net proceeds from issuances of common shares | 11,660,546 | 7,796,001 |
Proceeds from grants repayable | 32,652 | |
Proceeds from long-term debt | 282,513 | 875,652 |
Payments on long-term debt | (147,421) | (332,856) |
Payments on grants repayable | (40,863) | |
Payments on finance lease obligations | (71,165) | (72,524) |
Net Cash Provided By Financing Activities | 11,757,125 | 8,225,410 |
Effect of foreign exchange on cash | (13,314) | 168,534 |
Net Change in Cash | 5,083,505 | 1,777,903 |
Cash and cash equivalents - Beginning of Period | 13,427,222 | 10,116,263 |
Cash and cash equivalents - End of Period | 18,510,727 | 11,894,166 |
Supplemental Disclosures of Cash Flow Information : | ||
Interest paid | 63,216 | 49,737 |
Non-Cash Financing Activities: | ||
Common Stock issued on cashless exercises of stock options | 12 | |
Offering costs from issuance of common stock | $ 604,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Common Stock Shares | Additional Paid-in Capital | Other Comprehensive Income Loss | Accumulated Deficit |
Beginning Balance, Shares at Dec. 31, 2017 | 26,519,394 | ||||
Beginning Balance, Amount at Dec. 31, 2017 | $ 9,957,868 | $ 26,519 | $ 65,774,870 | $ (129,343) | $ (55,714,178) |
Common stock issued for cash, Shares | 3,500,000 | ||||
Common stock issued for cash, Amount | 7,796,000 | $ 3,500 | 7,792,500 | ||
Employee stock options granted for services | 895,226 | 895,226 | |||
Warrants granted for services | 2,199 | 2,199 | |||
Foreign currency translation | 14,947 | 14,947 | |||
Common stock issued for cashless exercise of warrants, Shares | 11,399 | ||||
Common stock issued for cashless exercise of warrants, Amount | $ 12 | (12) | |||
Net loss for the period | (4,652,421) | (4,652,421) | |||
Ending Balance, Shares at Mar. 31, 2018 | 30,030,793 | ||||
Ending Balance, Amount at Mar. 31, 2018 | 14,013,819 | $ 30,031 | 74,464,783 | (114,396) | (60,366,599) |
Beginning Balance, Shares at Dec. 31, 2017 | 26,519,394 | ||||
Beginning Balance, Amount at Dec. 31, 2017 | 9,957,868 | $ 26,519 | 65,774,870 | (129,343) | (55,714,178) |
Warrants granted for services | 4,326 | ||||
Net loss for the period | (9,244,497) | ||||
Ending Balance, Shares at Jun. 30, 2018 | 30,031,225 | ||||
Ending Balance, Amount at Jun. 30, 2018 | 10,049,097 | $ 30,031 | 74,959,980 | 17,761 | (64,958,675) |
Beginning Balance, Shares at Mar. 31, 2018 | 30,030,793 | ||||
Beginning Balance, Amount at Mar. 31, 2018 | 14,013,819 | $ 30,031 | 74,464,783 | (114,396) | (60,366,599) |
Common stock issued for cash, Shares | 432 | ||||
Common stock issued for cash, Amount | |||||
Employee stock options granted for services | 2,127 | 2,127 | |||
Warrants granted for services | 493,070 | 493,070 | |||
Foreign currency translation | 132,157 | 132,157 | |||
Net loss for the period | (4,592,076) | (4,592,076) | |||
Ending Balance, Shares at Jun. 30, 2018 | 30,031,225 | ||||
Ending Balance, Amount at Jun. 30, 2018 | 10,049,097 | $ 30,031 | 74,959,980 | 17,761 | (64,958,675) |
Beginning Balance, Shares at Dec. 31, 2018 | 35,335,378 | ||||
Beginning Balance, Amount at Dec. 31, 2018 | 12,140,456 | $ 35,335 | 85,604,271 | 223,651 | (73,722,801) |
Common stock issued for cash, Shares | 2,478,613 | ||||
Common stock issued for cash, Amount | 6,660,671 | $ 2,479 | 6,658,192 | ||
Employee stock options granted for services | 2,127 | 2,127 | |||
Modification of financing warrants | 196,957 | 196,957 | |||
Warrants granted for services | 338,331 | 338,331 | |||
Foreign currency translation | (24,054) | (24,054) | |||
Net loss for the period | (4,203,773) | (4,203,773) | |||
Ending Balance, Shares at Mar. 31, 2019 | 37,813,991 | ||||
Ending Balance, Amount at Mar. 31, 2019 | 15,110,715 | $ 37,814 | 92,799,878 | 199,597 | (77,926,574) |
Beginning Balance, Shares at Dec. 31, 2018 | 35,335,378 | ||||
Beginning Balance, Amount at Dec. 31, 2018 | 12,140,456 | $ 35,335 | 85,604,271 | 223,651 | (73,722,801) |
Warrants granted for services | 4,127 | ||||
Net loss for the period | (8,360,944) | ||||
Ending Balance, Shares at Jun. 30, 2019 | 39,480,658 | ||||
Ending Balance, Amount at Jun. 30, 2019 | 16,382,965 | $ 39,481 | 98,177,719 | 249,510 | (82,083,745) |
Beginning Balance, Shares at Mar. 31, 2019 | 37,813,991 | ||||
Beginning Balance, Amount at Mar. 31, 2019 | 15,110,715 | $ 37,814 | 92,799,878 | 199,597 | (77,926,574) |
Common stock issued for cash, Shares | 1,666,667 | ||||
Common stock issued for cash, Amount | 5,000,001 | $ 1,667 | 4,998,334 | ||
Employee stock options granted for services | 2,000 | 2,000 | |||
Warrants granted for services | 377,507 | 377,507 | |||
Foreign currency translation | 49,913 | 49,913 | |||
Net loss for the period | (4,157,171) | (4,157,171) | |||
Ending Balance, Shares at Jun. 30, 2019 | 39,480,658 | ||||
Ending Balance, Amount at Jun. 30, 2019 | $ 16,382,965 | $ 39,481 | $ 98,177,719 | $ 249,510 | $ (82,083,745) |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2019 | |
Nature of Operations | |
Note 1 - Nature of Operations | The Company was incorporated under the laws of the State of Delaware on September 24, 1998. On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter with the Secretary of State of Delaware. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of “VolitionRX Limited”. The name change to VolitionRX Limited was approved by FINRA on October 7, 2011 and became effective on October 11, 2011. On October 7, 2016, the Company filed a Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware that reflects the name “VolitionRx Limited”. On October 6, 2011, the Company entered into a share exchange agreement with Singapore Volition Pte. Limited, a Singapore corporation incorporated on August 5, 2010 (“Singapore Volition”), and the shareholders of Singapore Volition. Pursuant to the terms of the share exchange agreement, the former shareholders of Singapore Volition held 85% of the issued and outstanding common shares of the Company. The issuance was deemed to be a reverse acquisition for accounting purposes and as such, Singapore Volition is regarded as the predecessor of the Company. The number of shares outstanding and per share amounts of the Company have been restated to recognize the foregoing recapitalization. The Company’s principal business objective through its subsidiaries is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose a range of cancers and other diseases. The tests are based on the science of Nucleosomics, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid – since changes in these parameters are an indication that disease is present. The Company has one wholly-owned subsidiary, Singapore Volition. Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL, a Belgium private limited liability company formerly known as ValiBioSA (“Belgian Volition”), which it acquired as of September 22, 2010. Belgian Volition has three wholly-owned subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), which was formed as of November 13, 2015, Volition America, Inc. (“Volition America”), which was formed as of February 3, 2017, and Volition Veterinary Diagnostics Development LLC (“Volition Vet”), which was formed as of June 3, 2019. Following the acquisition of Singapore Volition in 2011, the Company’s fiscal year end was changed from August 31 to December 31. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Going Concern | |
Note 2 - Going Concern | The Company's condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $82.1 million, has negative cash flows from operations, and currently has no revenues, which creates substantial doubt about its ability to continue as a going concern for a period of one year from the date of issuance of these condensed consolidated financial statements. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by, (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Note 3 - Summary of Significant Accounting Policies | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2019, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance U.S. GAAP have been condensed or omitted. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 13, 2019. The results of operations for the periods ended June 30, 2019 and 2018 are not necessarily indicative of the operating results for the full years. The condensed consolidated financial statements of the Company are expressed in United States Dollars. The Company’s fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, impairment of long-lived assets and stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Principles of Consolidation The accompanying condensed consolidated financial statements for the period ended June 30, 2019 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition, Belgian Volition, Volition Diagnostics, Volition America and Volition Vet. All significant intercompany balances and transactions have been eliminated in consolidation. Leases In February of 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02 - Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company adopted this update as of January 1, 2019 using the modified retrospective transition method and prior periods have not been restated. Upon implementation, the Company recognized an initial operating lease right-of-use asset of $110,630 and operating lease liability of $110,630. Due to the simplistic nature of the Company's leases, no retained earnings adjustment was required. See Note 9(b) for further details. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share,” Recent Accounting Pronouncements The Company has implemented all other new applicable accounting pronouncements that are in effect. The Company does not believe that there are any other new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property and Equipment | |
Note 4 - Property and Equipment | The Company’s property and equipment consist of the following amounts as of June 30, 2019 and December 31, 2018: June 30, 2019 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 399,015 222,180 176,835 Laboratory equipment 5 years 1,827,398 1,095,906 731,492 Office furniture and equipment 5 years 217,080 94,848 122,232 Buildings 30 years 1,490,951 115,945 1,375,006 Building improvements 5-15 years 638,855 97,748 541,107 Land Not amortized 90,959 - 90,959 4,664,258 1,626,627 3,037,631 December 31, 2018 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 344,383 166,750 177,633 Laboratory equipment 5 years 1,673,215 928,841 744,374 Office furniture and equipment 5 years 204,129 75,137 128,992 Buildings 30 years 1,502,171 91,785 1,410,386 Building improvements 5-15 years 643,663 77,049 566,614 Land Not amortized 91,644 - 91,644 4,459,205 1,339,562 3,119,643 During the six-month periods ended June 30, 2019 and June 30, 2018, the Company recognized $322,131 and $271,347, respectively, in depreciation expense. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets | |
Note 5 - Intangible Assets | The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents and intellectual property are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. June 30, 2019 Accumulated Net Carrying Cost Depreciation Value $ $ $ Patents 1,159,896 739,705 420,191 December 31, 2018 Accumulated Net Carrying Cost Depreciation Value $ $ $ Patents 1,167,383 700,478 466,905 During the six-month periods ended June 30, 2019 and June 30, 2018, the Company recognized $43,778 and $46,863, respectively, in amortization expense. The Company amortizes the long-lived assets on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: 2019- remaining $ 42,770 2020 $ 88,501 2021 $ 88,501 2022 $ 88,501 2023 $ 88,501 Greater than 5 years $ 23,417 Total Intangible Assets $ 420,191 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 as of December 31, 2018. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2018. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions | |
Note 6 - Related Party Transactions | See Note 7 for common stock issued to related parties and Note 8 for stock options and warrants issued to related parties. The Company has agreements with related parties for consultancy services which are accrued under management and directors’ fees payable (see condensed consolidated balance sheets). |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Common Stock | |
Note 7 - Common Stock | As of June 30, 2019, the Company was authorized to issue 100 million shares of common stock, par value $0.001 per share, of which 39,480,658 and 35,335,378 shares were issued outstanding as of June 30, 2019 and December 31, 2018, respectively. On June 14, 2019, an amendment to the 2015 Stock Incentive Plan (the “2015 Plan”) was approved by the stockholders at the annual meeting to increase the number of shares of common stock available for issuance under the 2015 Plan by 1,000,000 shares to an aggregate maximum of 4,250,000. Issuances Upon Warrant Exercises From January 30, 2019 to February 26, 2019, warrants to purchase 754,475 shares of our common stock were exercised at a price of $2.20 per share, for gross proceeds to the Company of approximately $1.66 million. On March 8, 2019, Cotterford Company Limited partially exercised its warrant and purchased 1,724,138 shares of our common stock at a price of $2.90 per share, for gross proceeds to the Company of $5.0 million. On May 3, 2019, Cotterford Company Limited partially exercised its warrant and purchased 1,666,667 shares of our common stock at a price of $3.00 per share, for gross proceeds to the Company of $5.0 million. Equity Distribution Agreement On September 7, 2018, the Company entered into an equity distribution agreement with Oppenheimer & Co. Inc. (“Oppenheimer”), which agreement allows it to offer and sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time pursuant to a shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No. 333-227248) through Oppenheimer acting as the Company’s agent and/or principal. As of June 30, 2019, the Company had not sold any shares under the equity distribution agreement. |
Warrants And Options
Warrants And Options | 6 Months Ended |
Jun. 30, 2019 | |
Warrants And Options | |
Note 8 - Warrants and Options | a) Warrants The following table summarizes the changes in warrants outstanding of the Company during the six-month period ended June 30, 2019: Number of Weighted Average Warrants Exercise Price ($) Outstanding at December 31, 2018 6,107,617 2.88 Granted - - Exercised (4,145,280 ) 2.81 Expired (133,750 ) 2.20 Outstanding at June 30, 2019 1,828,587 2.98 Exercisable at June 30, 2019 1,703,587 3.02 Effective March 5, 2019, the Company entered into an amendment to an outstanding warrant to purchase up to an aggregate of 5.0 million shares of our common stock, originally issued to Cotterford Company Limited, a significant stockholder, in connection with an equity financing completed on or about August 10, 2018. The amendment temporarily reduced the exercise price of such warrant from $3.00 per share to $2.90 per share through the close of business on March 8, 2019. As a result of this amendment $196,957 was recorded in other expenses. On March 8, 2019, Cotterford Company Limited partially exercised its warrant and purchased 1,724,138 shares of our common stock at $2.90 per share resulting in gross proceeds to the Company of $5.0 million. On May 3, 2019, Cotterford Company Limited partially exercised its warrant and purchased 1,666,667 shares of our common stock at $3.00 per share resulting in gross proceeds of $5.0 million to the Company. As of June 30, 2019, the warrant remained exercisable through August 10, 2019 for the remaining balance of 1,609,195 shares of common stock at a price of $3.00 per share. During 2019, warrants to purchase an aggregate of 4,145,280 shares of our common stock were exercised (including the exercises by Cotterford Company Limited referenced above) for gross cash proceeds to the Company of approximately of $11.7 million. Refer to Note 7 for the details of these exercises. Below is a table summarizing the warrants issued and outstanding as of June 30, 2019, which have an aggregate weighted average remaining contractual life of 0.42 years. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 29,392 29,392 2.40 0.50 70,541 150,000 25,000 2.47 3.19 370,500 1,609,195 1,609,195 3.00 0.11 4,827,585 40,000 40,000 4.53 1.38 181,200 1,828,587 1,703,587 5,449,826 Warrant expense of $4,127 and $4,326 was recorded in the six months ended June 30, 2019 and June 30, 2018, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $12,759 and is expected to be recognized over a period of 1.5 years. As of June 30, 2019, the total intrinsic value of warrants was $347,537. b) Options The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2019: Number of Weighted Average Options Exercise Price ($) Outstanding at December 31, 2018 3,498,801 4.00 Granted 730,000 3.25 Exercised - - Expired/Cancelled (34,167 ) 3.34 Outstanding at June 30, 2019 4,194,634 3.88 Exercisable at June 30, 2019 3,469,634 4.00 Effective February 11, 2019, the Company granted stock options to purchase 730,000 shares of common stock to various Company personnel (including directors, executives, members of management and employees) for services to the Company. These options vest on February 11, 2020 and expire 5 years after the vesting date, with an exercise price of $3.25 per share. The Company has calculated the estimated fair market value of these options at $1,569,816, using the Black-Scholes model and the following assumptions: term 6 years, stock price $3.16, exercise price $3.25, 77.86% volatility, 2.52% risk free rate, and no forfeiture rate. Below is a table summarizing the options issued and outstanding as of June 30, 2019, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 3.47 years. As of June 30, 2019, a total of 1,099,000 shares of common stock remained available for future issuance under the 2015 Stock Incentive Plan. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 17,766 17,766 2.35 0.70 41,750 322,500 322,500 2.50 1.14 806,250 322,500 322,500 3.00 1.14 967,500 700,000 - 3.25 5.62 2,275,000 17,767 17,767 3.35 1.70 59,520 20,000 20,000 3.80 1.88 76,000 1,907,000 1,882,000 4.00 3.53 7,628,000 17,767 17,767 4.35 2.70 77,286 50,000 50,000 4.80 3.51 240,000 819,334 819,334 5.00 2.48 4,096,670 4,194,634 3,469,634 16,267,976 Stock option expense of $715,838 and $1,388,295 was recorded in the six months ended June 30, 2019 and June 30, 2018, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $940,273 and is expected to be recognized over a period of 0.62 years. As of June 30, 2019, the total intrinsic value of stock options was $265,585. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Note 9 - Commitments and Contingencies | a) Finance Lease Obligations In 2015, the Company entered into an equipment finance lease to purchase three Tecan machines (automated liquid handling robots) for €550,454 Euros. As of June 30, 2019, the balance payable was $91,053. In 2016, the Company entered into a real estate finance lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million Euros. As of June 30, 2019, the balance payable was $671,793. In 2018, the Company entered into a finance lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000 Euros. The leased equipment is amortized on a straight-line basis over 5 years. As of June 30, 2019, the balance payable was. $24,298. The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2019. 2019 - remaining $ 82,236 2020 $ 116,108 2021 $ 70,836 2022 $ 62,584 2023 $ 61,155 Greater than 5 years $ 512,155 Total $ 905,074 Less: Amount representing interest $ (117,930 ) Present Value of minimum lease payments $ 787,144 b) Operating Lease Right-of-Use Obligations The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the condensed consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s condensed consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion. As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our incremental borrowing rate as the discount rate. Our weighted average discount rate is 4.45% and the weighted average remaining lease term is 24 months. As of June 30, 2019, operating lease right-of-use assets and liabilities arising from operating leases were $179,158 and $180,146, respectively. During the six months ended June 30, 2019, cash paid for amounts included for the measurement of lease liabilities was $25,171 and the Company recorded operating lease expense of $28,306. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2019. 2019 - remaining $ 41,900 2020 $ 83,756 2021 $ 50,064 2022 $ 14,838 Total Operating Lease Obligations $ 190,558 Less: Amount representing interest $ (10,412 ) Present Value of minimum lease payments $ 180,146 The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six months ended June 30, 2019, $87,335 was recognized in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: 2019 - remaining $ 79,587 2020 $ 13,347 Total Lease Obligations $ 92,934 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million Euros. Per the terms of the agreement, €314,406 Euros of the grant is to be repaid by instalments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of €733,614 Euros to other income in previous years as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received. As of June 30, 2019, the grant balance repayable was $178,969. In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000 Euros. Per the terms of the agreement, €181,500 Euros of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received. As of June 30, 2019, the grant balance repayable was $202,404. As of June 30, 2019, the total grant balance repayable was $381,373 and the annual payments remaining were as follows: 2019 - remaining $ 39,795 2020 $ 53,552 2021 $ 50,603 2022 $ 47,867 2023 $ 49,052 2024 - Greater than 5 years $ 140,504 Total Grants Repayable $ 381,373 d) Long-Term Debt In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 Euros with a fixed interest rate of 4.85%. As of June 30, 2019, the principal balance payable was $368,743. In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 Euros with a fixed interest rate of 2.62%. As of June 30, 2019, the principal balance payable was $264,683. In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 Euros with a fixed interest rate of 4.00%. As of June 30, 2019, the principal balance payable was $243,541. In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million Euros with a fixed interest rate of 4.50%. As of June 30, 2019, €1 million Euros has been drawn down under this agreement and the principal balance payable was $1,136,993. In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with fixed interest rate of 4.00%. As of June 30, 2019, the principal balance payable was $504,910. As of June 30, 2019, the total balance for long-term debt payable was $2,518,870 and the payments remaining were as follows: 2019 - remaining $ 307,650 2020 $ 683,708 2021 $ 612,326 2022 $ 453,910 2023 $ 356,511 Greater than 5 years $ 375,818 Total $ 2,789,923 Less: Amount representing interest $ (271,053 ) Total Long-Term Debt $ 2,518,870 e) Collaborative Agreement Obligations In 2015, the Company entered into a research sponsorship agreement with DKFZ in Germany for a 3-year period for €338,984 Euros. As of June 30, 2019, $85,274 is still to be paid by the Company under this agreement. In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a 5-year period for €400,000 Euros. As of June 30, 2019, $227,400 is still to be paid by the Company under this agreement. In 2016, the Company entered into a collaborative research agreement with Munich University in Germany for a 3-year period for €360,000 Euros. As of June 30, 2019, $166,001 is still to be paid by the Company under this agreement. In 2017, the Company entered into a clinical study research agreement with the University of Michigan for a 3-year period for up to $3 million. As of June 30, 2019, up to $1.50 million is still to be paid by the Company under this agreement. In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2019, $2.04 million is still to be paid by the Company under this agreement. On May 1, 2019, the Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period. As of June 30, 2019, $320,000 is still to be paid by the Company under this agreement. As of June 30, 2019, the total amount to be paid for future research and collaboration commitments was approximately $4.34 million and the annual payments remaining were as follows: 2019- remaining $ 2,228,250 2020 $ 1,121,925 2021 $ 988,500 Total Collaborative Agreement Obligations $ 4,338,675 f) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events | |
Note 10 - Subsequent Events | On July 1, 2019, the Company modified the performance criteria for certain vesting milestones on an employee warrant agreement and, as a result, the Company re-measured warrants held by an employee, to purchase 125,000 shares of common stock at an exercise price of $2.47 per share. These warrants vest on achievement of certain business objectives and expire 3 years from the date of vesting. On July 24, 2019, Cotterford Company Limited exercised the remaining balance of its warrant and purchased 1,609,195 shares of the Company’s common stock at $3.00 per share for gross proceeds to the Company of $4.8 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies (Policies) | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2019, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance U.S. GAAP have been condensed or omitted. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 13, 2019. The results of operations for the periods ended June 30, 2019 and 2018 are not necessarily indicative of the operating results for the full years. The condensed consolidated financial statements of the Company are expressed in United States Dollars. The Company’s fiscal year end is December 31. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, impairment of long-lived assets and stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Principles of Consolidation | The accompanying condensed consolidated financial statements for the period ended June 30, 2019 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition, Belgian Volition, Volition Diagnostics, Volition America and Volition Vet. All significant intercompany balances and transactions have been eliminated in consolidation. |
Leases | In February of 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02 - Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company adopted this update as of January 1, 2019 using the modified retrospective transition method and prior periods have not been restated. Upon implementation, the Company recognized an initial operating lease right-of-use asset of $110,630 and operating lease liability of $110,630. Due to the simplistic nature of the Company's leases, no retained earnings adjustment was required. See Note 9(b) for further details. |
Basic and Diluted Net Loss Per Share | The Company computes net loss per share in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share,” |
Recent Accounting Pronouncements | The Company has implemented all other new applicable accounting pronouncements that are in effect. The Company does not believe that there are any other new applicable accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property and Equipment (Tables) | |
Property and Equipment | June 30, 2019 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 399,015 222,180 176,835 Laboratory equipment 5 years 1,827,398 1,095,906 731,492 Office furniture and equipment 5 years 217,080 94,848 122,232 Buildings 30 years 1,490,951 115,945 1,375,006 Building improvements 5-15 years 638,855 97,748 541,107 Land Not amortized 90,959 - 90,959 4,664,258 1,626,627 3,037,631 December 31, 2018 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 344,383 166,750 177,633 Laboratory equipment 5 years 1,673,215 928,841 744,374 Office furniture and equipment 5 years 204,129 75,137 128,992 Buildings 30 years 1,502,171 91,785 1,410,386 Building improvements 5-15 years 643,663 77,049 566,614 Land Not amortized 91,644 - 91,644 4,459,205 1,339,562 3,119,643 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets (Tables) | |
Schedule of Intangible Assets | June 30, 2019 Accumulated Net Carrying Cost Depreciation Value $ $ $ Patents 1,159,896 739,705 420,191 December 31, 2018 Accumulated Net Carrying Cost Depreciation Value $ $ $ Patents 1,167,383 700,478 466,905 |
Schedule of Intangible Assets, Future Amortization Expense | 2019- remaining $ 42,770 2020 $ 88,501 2021 $ 88,501 2022 $ 88,501 2023 $ 88,501 Greater than 5 years $ 23,417 Total Intangible Assets $ 420,191 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Option [Member] | |
Summary of changes in warrants outstanding | Number of Weighted Average Options Exercise Price ($) Outstanding at December 31, 2018 3,498,801 4.00 Granted 730,000 3.25 Exercised - - Expired/Cancelled (34,167 ) 3.34 Outstanding at June 30, 2019 4,194,634 3.88 Exercisable at June 30, 2019 3,469,634 4.00 |
Summary of warrants issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 17,766 17,766 2.35 0.70 41,750 322,500 322,500 2.50 1.14 806,250 322,500 322,500 3.00 1.14 967,500 700,000 - 3.25 5.62 2,275,000 17,767 17,767 3.35 1.70 59,520 20,000 20,000 3.80 1.88 76,000 1,907,000 1,882,000 4.00 3.53 7,628,000 17,767 17,767 4.35 2.70 77,286 50,000 50,000 4.80 3.51 240,000 819,334 819,334 5.00 2.48 4,096,670 4,194,634 3,469,634 16,267,976 |
Warrant [Member] | |
Summary of changes in warrants outstanding | Number of Weighted Average Warrants Exercise Price ($) Outstanding at December 31, 2018 6,107,617 2.88 Granted - - Exercised (4,145,280 ) 2.81 Expired (133,750 ) 2.20 Outstanding at June 30, 2019 1,828,587 2.98 Exercisable at June 30, 2019 1,703,587 3.02 |
Summary of warrants issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 29,392 29,392 2.40 0.50 70,541 150,000 25,000 2.47 3.19 370,500 1,609,195 1,609,195 3.00 0.11 4,827,585 40,000 40,000 4.53 1.38 181,200 1,828,587 1,703,587 5,449,826 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies (Tables) | |
Schedule of Future Minimum Lease Payments for Capital Leases | 2019 - remaining $ 82,236 2020 $ 116,108 2021 $ 70,836 2022 $ 62,584 2023 $ 61,155 Greater than 5 years $ 512,155 Total $ 905,074 Less: Amount representing interest $ (117,930 ) Present Value of minimum lease payments $ 787,144 |
Operating lease payments | 2019 - remaining $ 41,900 2020 $ 83,756 2021 $ 50,064 2022 $ 14,838 Total Operating Lease Obligations $ 190,558 Less: Amount representing interest $ (10,412 ) Present Value of minimum lease payments $ 180,146 |
Schedule of annual payments remaining for short term leases | 2019 - remaining $ 79,587 2020 $ 13,347 Total Lease Obligations $ 92,934 |
Schedule of expected benefit payments | 2019 - remaining $ 39,795 2020 $ 53,552 2021 $ 50,603 2022 $ 47,867 2023 $ 49,052 2024 - Greater than 5 years $ 140,504 Total Grants Repayable $ 381,373 |
Schedule of maturities of long term debt | 2019 - remaining $ 307,650 2020 $ 683,708 2021 $ 612,326 2022 $ 453,910 2023 $ 356,511 Greater than 5 years $ 375,818 Total $ 2,789,923 Less: Amount representing interest $ (271,053 ) Total Long-Term Debt $ 2,518,870 |
Schedule of collaborative arrangements obligations | 2019- remaining $ 2,228,250 2020 $ 1,121,925 2021 $ 988,500 Total Collaborative Agreement Obligations $ 4,338,675 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 6 Months Ended |
Jun. 30, 2019 | |
Nature of Operations (Details Narrative) | |
State of Incorporation | Delaware |
Date of Incorporation | Sep. 24, 1998 |
Common stock shares held by shareholders of singapore volition, percentage | 85.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 107 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | |
Going Concern (Details Narrative) | |||||||
Net loss for the period | $ (4,157,171) | $ (4,203,773) | $ (4,592,076) | $ (4,652,421) | $ (8,360,944) | $ (9,244,497) | $ (82,100,000) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Jun. 30, 2019USD ($)shares |
Summary of Significant Accounting Policies (Details Narrative) | |
Potentially dilutive securities excluded from the computation of EPS | shares | 6,023,221 |
Operating lease liability | $ 110,630 |
Operating lease asset | $ 110,630 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Cost | $ 4,664,258 | $ 4,459,205 |
Accumulated Depreciation | 1,626,627 | 1,339,562 |
Net Carrying Value | 3,037,631 | 3,119,643 |
Computer Hardware And Software [Member] | ||
Cost | 399,015 | 344,383 |
Accumulated Depreciation | 222,180 | 166,750 |
Net Carrying Value | $ 176,835 | $ 177,633 |
Useful Life | 3 years | 3 years |
Laboratory Equipment [Member] | ||
Cost | $ 1,827,398 | $ 1,673,215 |
Accumulated Depreciation | 1,095,906 | 928,841 |
Net Carrying Value | $ 731,492 | $ 744,374 |
Useful Life | 5 years | 5 years |
Office Furniture and Equipment [Member] | ||
Cost | $ 217,080 | $ 204,129 |
Accumulated Depreciation | 94,848 | 75,137 |
Net Carrying Value | $ 122,232 | $ 128,992 |
Useful Life | 5 years | 5 years |
Buildings [Member] | ||
Cost | $ 1,490,951 | $ 1,502,171 |
Accumulated Depreciation | 115,945 | 91,785 |
Net Carrying Value | $ 1,375,006 | $ 1,410,386 |
Useful Life | 30 years | 30 years |
Building Improvements [Member] | ||
Cost | $ 638,855 | $ 643,663 |
Accumulated Depreciation | 97,748 | 77,049 |
Net Carrying Value | $ 541,107 | $ 566,614 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Land [Member] | ||
Cost | $ 90,959 | $ 91,644 |
Accumulated Depreciation | ||
Net Carrying Value | $ 90,959 | $ 91,644 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property and Equipment (Details Narrative) | ||
Depreciation Expense | $ 322,131 | $ 271,347 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Net Carrying Value | $ 420,191 | |
Patents [Member] | ||
Cost | 1,159,896 | $ 1,167,383 |
Accumulated Depreciation | 739,705 | 700,478 |
Net Carrying Value | $ 420,191 | $ 466,905 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2019USD ($) |
Intangible Assets (Details 1) | |
2019 | $ 42,770 |
2020 | 88,501 |
2021 | 88,501 |
2022 | 88,501 |
2023 | 88,501 |
Greater than 5 years | 23,417 |
Total Intangible Assets | $ 420,191 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Amortization expense | $ 43,778 | $ 46,863 |
Patents And Intellectual Property [Member] | Minimum [Member] | ||
Amortization of long-lived asset on straight line basis | 8 years | |
Patents And Intellectual Property [Member] | Maximum [Member] | ||
Amortization of long-lived asset on straight line basis | 20 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jun. 14, 2019 | May 03, 2019 | Mar. 08, 2019 | Sep. 07, 2018 | Feb. 26, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Common Stock, shares issued | 39,480,658 | 35,335,378 | |||||
Common Stock, shares outstanding | 39,480,658 | 35,335,378 | |||||
Common Stock, par value | $ 0.001 | $ 0.001 | |||||
Warrants [Member] | |||||||
Warrants exercised | 754,475 | ||||||
Exercise price | $ 2.20 | ||||||
Proceeds from warrants exercised | $ 1,660,000 | ||||||
Warrants [Member] | Cotterford [Member] | |||||||
Warrants exercised | 1,666,667 | 1,724,138 | |||||
Exercise price | $ 3 | $ 2.90 | |||||
Proceeds from warrants exercised | $ 5,000,000 | $ 5,000,000 | |||||
Common Stock [Member] | Oppenheimer & Co Inc. [Member] | |||||||
Description of aggregate offering price | Aggregate offering price of up to $10.0 million from time to time pursuant to a shelf registration statement | ||||||
Common Stock [Member] | Stock Incentive Plan [Member] | |||||||
Description of aggregate shares | Amendment to the 2015 Stock Incentive Plan (the “2015 Plan”) was approved by the stockholders at the annual meeting to increase the number of shares of common stock available for issuance under the 2015 Plan by 1,000,000 shares to an aggregate maximum of 4,250,000. |
Warrants And Options (Details)
Warrants And Options (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | shares | 6,107,617 |
Granted | shares | |
Exercised | shares | (4,145,280) |
Expired | shares | (133,750) |
Outstanding, Ending | shares | 1,828,587 |
Exercisable, Ending | shares | 1,703,587 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 2.88 |
Granted | $ / shares | |
Exercised | $ / shares | 2.81 |
Expired | $ / shares | 2.20 |
Outstanding, Ending | $ / shares | 2.98 |
Exercisable, Ending | $ / shares | $ 3.02 |
Warrants And Options (Details 1
Warrants And Options (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Warrant [Member] | ||
Number Outstanding | 1,828,587 | 6,107,617 |
Number Exercisable | 1,703,587 | |
Exercise Price | $ 2.98 | $ 2.88 |
Weighted Average Remaining Contractual Life (Years) | 5 months 1 day | |
Proceeds to Company if Exercised | $ 5,449,826 | |
Warrant One [Member] | ||
Number Outstanding | 29,392 | |
Number Exercisable | 29,392 | |
Exercise Price | $ 2.40 | |
Weighted Average Remaining Contractual Life (Years) | 6 months | |
Proceeds to Company if Exercised | $ 70,541 | |
Warrant Two [Member] | ||
Number Outstanding | 150,000 | |
Number Exercisable | 25,000 | |
Exercise Price | $ 2.47 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 8 days | |
Proceeds to Company if Exercised | $ 370,500 | |
Warrant Three [Member] | ||
Number Outstanding | 1,609,195 | |
Number Exercisable | 1,609,195 | |
Exercise Price | $ 3 | |
Weighted Average Remaining Contractual Life (Years) | 1 month 9 days | |
Proceeds to Company if Exercised | $ 4,827,585 | |
Warrant Four [Member] | ||
Number Outstanding | 40,000 | |
Number Exercisable | 40,000 | |
Exercise Price | $ 4.53 | |
Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 17 days | |
Proceeds to Company if Exercised | $ 181,200 |
Warrants And Options (Details 2
Warrants And Options (Details 2) - Option [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of Options | |
Outstanding, Beginning | shares | 3,498,801 |
Granted | shares | 730,000 |
Exercised | shares | |
Expired/Cancelled | shares | (34,167) |
Outstanding, Ending | shares | 4,194,634 |
Exercisable, Ending | shares | 3,469,634 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 4 |
Granted | $ / shares | 3.25 |
Exercised | $ / shares | |
Expired/Cancelled | $ / shares | 3.34 |
Outstanding, Ending | $ / shares | 2.35 |
Exercisable, Ending | $ / shares | $ 4 |
Warrants And Options (Details 3
Warrants And Options (Details 3) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | May 03, 2019 | Dec. 31, 2018 | |
Proceeds to Company if Exercised | $ 0 | ||
Option One [Member] | |||
Number Outstanding | 17,766 | ||
Number Exercisable | 17,766 | ||
Proceeds to Company if Exercised | $ 41,750 | ||
Exercise Price | $ 2.35 | ||
Weighted Average Remaining Contractual Life (Years) | 8 months 12 days | ||
Stock option Two [Member] | |||
Number Outstanding | 322,500 | ||
Number Exercisable | 322,500 | ||
Proceeds to Company if Exercised | $ 806,250 | ||
Exercise Price | $ 2.50 | ||
Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 20 days | ||
Option Three [Member] | |||
Number Outstanding | 322,500 | ||
Number Exercisable | 322,500 | ||
Proceeds to Company if Exercised | $ 967,500 | ||
Exercise Price | $ 3 | ||
Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 20 days | ||
Option Four [Member] | |||
Number Outstanding | 700,000 | ||
Number Exercisable | |||
Proceeds to Company if Exercised | $ 2,275,000 | ||
Exercise Price | $ 3.25 | ||
Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 13 days | ||
Option Five [Member] | |||
Number Outstanding | 17,767 | ||
Number Exercisable | 17,767 | ||
Proceeds to Company if Exercised | $ 59,520 | ||
Exercise Price | $ 3.35 | ||
Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 12 days | ||
Option Six [Member] | |||
Number Outstanding | 20,000 | ||
Number Exercisable | 20,000 | ||
Proceeds to Company if Exercised | $ 76,000 | ||
Exercise Price | $ 3.80 | ||
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 17 days | ||
Option Seven [Member] | |||
Number Outstanding | 1,907,000 | ||
Number Exercisable | 1,882,000 | ||
Proceeds to Company if Exercised | $ 7,628,000 | ||
Exercise Price | $ 4 | ||
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 10 days | ||
Option Eight [Member] | |||
Number Outstanding | 17,767 | ||
Number Exercisable | 17,767 | ||
Proceeds to Company if Exercised | $ 77,286 | ||
Exercise Price | $ 4.35 | ||
Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 12 days | ||
Option Nine [Member] | |||
Number Outstanding | 50,000 | ||
Number Exercisable | 50,000 | ||
Proceeds to Company if Exercised | $ 240,000 | ||
Exercise Price | $ 4.80 | ||
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 3 days | ||
Option Ten [Member] | |||
Number Outstanding | 819,334 | ||
Number Exercisable | 819,334 | ||
Proceeds to Company if Exercised | $ 4,096,670 | ||
Exercise Price | $ 5 | ||
Weighted Average Remaining Contractual Life (Years) | 2 years 5 months 23 days | ||
Option [Member] | |||
Number Outstanding | 4,194,634 | 3,498,801 | |
Number Exercisable | 3,469,634 | ||
Proceeds to Company if Exercised | $ 16,267,976 | ||
Exercise Price | $ 2.35 | $ 4 |
Warrants And Options (Details N
Warrants And Options (Details Narrative) - USD ($) | May 03, 2019 | Mar. 08, 2019 | Mar. 05, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Proceeds to Company if Exercised | $ 0 | $ 0 | |||||
Stock based compensation expense | 715,838 | $ 1,388,295 | |||||
Other expenses | 196,957 | ||||||
Warrant [Member] | |||||||
Proceeds to Company if Exercised | $ 347,537 | $ 347,537 | |||||
Exercised | (4,145,280) | ||||||
Weighted Average Remaining Contractual Life (Years) | 5 months 1 day | ||||||
Proceeds from exercise of warrants | |||||||
Number Outstanding | 1,609,195 | 1,609,195 | |||||
Exercise Price | $ 3 | $ 3 | |||||
Unrecognized compensation cost of non-vested warrants recognition period | |||||||
Warrant expense | $ 4,127 | 4,326 | |||||
Warrant [Member] | Cotterford [Member] | |||||||
Exercise price | $ 3 | $ 2.90 | |||||
Proceeds from exercise of warrants | $ 5,000,000 | $ 5,000,000 | |||||
Reduction of exercise price of warrants description | The exercise price of such warrant from $3.00 per share to $2.90 per share through the close of business on March 8, 2019. | ||||||
Common stock shares issued upon exercise of warrants | 1,666,667 | 1,724,138 | |||||
Class of warrants or rights outstanding | |||||||
Other expenses | $ 196,957 | ||||||
Warrant One [Member] | |||||||
Weighted Average Remaining Contractual Life (Years) | 6 months | ||||||
Unrecognized compensation cost of unvested warrants | $ 12,759 | $ 12,759 | |||||
Unrecognized compensation cost of unvested warrants period | 1 year 6 months | ||||||
Option [Member] | |||||||
Proceeds to Company if Exercised | 16,267,976 | $ 16,267,976 | |||||
Exercised | |||||||
Weighted Average Remaining Contractual Life (Years) | 10 months 14 days | ||||||
Unrecognized compensation cost of non-vested stock options | $ 940,273 | $ 940,273 | |||||
Stock based compensation expense | $ 715,838 | $ 1,388,295 | |||||
Option [Member] | 2011 Equity Incentive Plan [Member] | |||||||
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 20 days | ||||||
Common stock shares reserved for future issuance | 1,099,000 | 1,099,000 | |||||
Option [Member] | On February 11, 2019 [Member] | |||||||
Warrants granted | 730,000 | 730,000 | |||||
Exercise price | $ 3.25 | $ 3.25 | |||||
Stock per share price | $ 3.16 | $ 3.16 | |||||
Volatility | 77.86% | ||||||
Risk free rate | 2.52% | ||||||
Expiry date | Feb. 11, 2020 | ||||||
Term | 6 years | ||||||
Fair market value | $ 1,569,816 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Jun. 30, 2019USD ($) |
2019 | $ 82,236 |
2020 | 116,108 |
2021 | 70,836 |
2022 | 62,584 |
2023 | 61,155 |
Greater than 5 years | 512,155 |
Total | 905,074 |
Less: Amount representing interest | (117,930) |
Present value of minimum lease payments | $ 787,144 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Jun. 30, 2019USD ($) |
2019 | $ 79,587 |
2020 | 13,347 |
Total Operating Lease Obligations | 92,934 |
2022 | 88,501 |
Operating Lease Right of Use Obligations [Member] | |
2019 | 41,900 |
2020 | 83,756 |
Total Operating Lease Obligations | 190,558 |
2021 | 50,064 |
2022 | 14,838 |
Less: Amount representing interest | (10,412) |
Present value of minimum lease payments | $ 180,146 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Jun. 30, 2019USD ($) |
Commitments and Contingencies (Details 1) | |
2019 | $ 79,587 |
2020 | 13,347 |
Operating Lease Obligations | $ 92,934 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - Grants Repayable [Member] | Jun. 30, 2019USD ($) |
2019 | $ 39,795 |
2020 | 53,552 |
2021 | 50,603 |
2022 | 47,867 |
2023 | 49,052 |
2024 + | 140,504 |
Total Grants Repayable | $ 381,373 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies (Details 4) | ||
2019 | $ 307,650 | |
2020 | 683,708 | |
2021 | 612,326 | |
2022 | 453,910 | |
2023 | 356,511 | |
Greater than 5 years | 375,818 | |
Total | 2,789,923 | |
Less: Amount representing interest | (271,053) | |
Total Long-Term Debt | $ 3,000,642 | $ 3,015,317 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Jun. 30, 2019USD ($) |
Commitments and Contingencies (Details 5) | |
2019 | $ 2,228,250 |
2020 | 1,121,925 |
2021 | 988,500 |
Total Collaborative Agreement Obligations | $ 4,338,675 |
Commitments and Contingencies_8
Commitments and Contingencies (Details Narrative) | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) | |
Total long-term debt payable | $ 3,000,642 | $ 3,015,317 | ||
Operating Lease Right of Use Obligations [Member] | ||||
Weighted average discount rate | 4.45% | 4.45% | ||
Weighted average remaining lease term | 24 months | 24 months | ||
Operating lease right-of-use assets and liabilities | $ 179,158 | $ 180,146 | ||
Payment of lease liabilities | 25,171 | |||
Operating lease expense | 28,306 | |||
Short term lease costs | $ 87,335 | |||
In 2017 [Member] | Long-term Debt [Member] | Namur Innovation and Growth [Member] | ||||
Fixed interest rate on lease | 4.00% | 4.00% | ||
In 2017 [Member] | Long-term Debt [Member] | Namur Innovation and Growth [Member] | Loan Agreement [Member] | ||||
Total long-term debt payable | $ 504,910 | |||
Loan agreement term | 4 years | 4 years | ||
Repayment of long-term loan amount | € | € 500,000 | |||
May 1, 2019 [Member] | Collaborative Arrangement, Co-promotion [Member] | ||||
Collaborative obligations amount due | $ 320,000 | |||
Research collaboration agreement description | the Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period. | the Company entered into a research collaboration agreement with the University of Taiwan to collect a total of 1,200 samples for a 2-year period for a cost to the Company of up to $320,000 payable over such period. | ||
In 2018 [Member] | Finance Lease Obligations [Member] | BNP Paribas leasing solutions [Member] | ||||
Leased equipment amortized term | 5 years | 5 years | ||
In 2015 [Member] | Finance Lease Obligations [Member] | Automated Liquid Handling Robots [Member] | ||||
Amount payable | $ 91,053 | |||
Purchase price for the property | € | € 550,454 | |||
In 2016 [Member] | Finance Lease Obligations [Member] | ING Asset Finance Belgium S.A. [Member] | ||||
Amount payable | $ 671,793 | |||
Purchase price for the property | € | € 1,120,000 | |||
SOFINEX [Member] | In 2017 [Member] | Long-term Debt [Member] | ||||
Fixed interest rate on lease | 4.50% | 4.50% | ||
Draw down amount | € | € 1,000,000 | |||
SOFINEX [Member] | In 2017 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | ||||
Total long-term debt payable | $ 1,136,993 | |||
Loan agreement term | 7 years | 7 years | ||
Repayment of long-term loan amount | $ 1,000,000 | |||
Namur Invest [Member] | In 2017 [Member] | Long-term Debt [Member] | ||||
Fixed interest rate on lease | 4.00% | 4.00% | ||
Namur Invest [Member] | In 2017 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | ||||
Total long-term debt payable | $ 243,541 | |||
Loan agreement term | 4 years | 4 years | ||
Repayment of long-term loan amount | € | € 350,000 | |||
Namur Invest [Member] | In 2016 [Member] | Long-term Debt [Member] | ||||
Fixed interest rate on lease | 4.85% | 4.85% | ||
Namur Invest [Member] | In 2016 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | ||||
Total long-term debt payable | $ 368,743 | |||
Loan agreement term | 7 years | 7 years | ||
Repayment of long-term loan amount | € | € 440,000 | |||
ING [Member] | In 2016 [Member] | Long-term Debt [Member] | ||||
Fixed interest rate on lease | 2.62% | 2.62% | ||
ING [Member] | In 2016 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | ||||
Total long-term debt payable | $ 264,683 | |||
Loan agreement term | 15 years | 15 years | ||
Repayment of long-term loan amount | € | € 270,000 | |||
Walloon Region Government [Member] | In 2018 [Member] | Colorectal Cancer Research Agreement [Member] | ||||
Amount payable | $ 202,404 | |||
Grant receivable | € | € 605,000 | |||
Repayment of grants | € | 181,500 | |||
Terms of agreement description | It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received | It is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 181,500 Euros and the 3.53% royalty on revenue, is equal to the amount of funding received | ||
Walloon Region Government [Member] | In 2010 [Member] | ||||
Amount payable | $ 178,969 | |||
Grant receivable | € | 1,050,000 | |||
Repayment of grants | € | 314,406 | |||
Terms of agreement description | It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received | It is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of 314,406 Euros and the 6% royalty on revenue, is twice the amount of funding received | ||
Other income | € | € 733,614 | |||
Clinical Study Research Agreement [Member] | University of Michigan [Member] | In 2017 [Member] | ||||
Lease agreement expire period | 3 years | 3 years | ||
Collaborative obligations amount | € | 3,000,000 | |||
Collaborative obligations amount due | $ 1,500,000 | |||
Clinical Study Research Agreement [Member] | University of Taiwan [Member] | In 2018 [Member] | ||||
Lease agreement expire period | 3 years | 3 years | ||
Collaborative obligations amount | € | 2,550,000 | |||
Collaborative obligations amount due | $ 2,040,000 | |||
Collaborative Research Agreement [Member] | Munich University [Member] | In 2016 [Member] | ||||
Lease agreement expire period | 3 years | 3 years | ||
Collaborative obligations amount | € | 360,000 | |||
Collaborative obligations amount due | $ 166,001 | |||
Research Co-operation Agreement [Member] | DKFZ [Member] | In 2016 [Member] | ||||
Lease agreement expire period | 5 years | 5 years | ||
Collaborative obligations amount | € | 400,000 | |||
Collaborative obligations amount due | $ 227,400 | |||
Research Sponsorship Agreement [Member] | DKFZ [Member] | In 2015 [Member] | ||||
Lease agreement expire period | 3 years | 3 years | ||
Collaborative obligations amount | € | € 338,984 | |||
Collaborative obligations amount due | $ 85,274 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Jul. 24, 2019 | Jun. 30, 2019 | |
Warrant [Member] | ||
Proceeds from exercise of warrants | ||
Subsequent Event [Member] | Cotterford Company Limited [Member] | Warrant [Member] | ||
Exercise price | $ 3 | |
Common stock shares issued upon exercise of warrants | 1,609,195 | |
Proceeds from exercise of warrants | $ 4,800,000 | |
July 1, 2019 [Member] | Subsequent Event [Member] | ||
Re-measured warrants to purchase shares | 125,000 | |
Exercise price | $ 2.47 | |
Warrants expirey term | 3 years |