Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 23, 2020 | |
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 | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 41,206,632 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 11,970,217 | $ 16,966,168 |
Accounts receivable | 242 | |
Prepaid expenses | 753,047 | 267,518 |
Other current assets | 377,780 | 322,593 |
Total Current Assets | 13,101,286 | 17,556,279 |
Property and equipment, net | 3,097,465 | 2,981,225 |
Operating lease right-of-use assets | 330,131 | 381,483 |
Intangible assets, net | 346,030 | 372,305 |
Total Assets | 16,874,912 | 21,291,292 |
Current Liabilities | ||
Accounts payable | 1,487,769 | 627,253 |
Accrued liabilities | 2,139,085 | 2,168,588 |
Management and directors' fees payable | 55,660 | 21,979 |
Current portion of long-term debt | 612,655 | 647,569 |
Current portion of finance lease liabilities | 74,033 | 97,946 |
Current portion of operating lease liabilities | 226,697 | 257,244 |
Current portion of grant repayable | 38,583 | 39,295 |
Total Current Liabilities | 4,634,482 | 3,859,874 |
Long-term debt, net of current portion | 2,063,100 | 2,195,278 |
Finance lease liabilities, net of current portion | 583,333 | 607,708 |
Operating lease liabilities, net of current portion | 112,209 | 131,875 |
Grant repayable, net of current portion | 296,431 | 297,991 |
Total Liabilities | 7,689,555 | 7,092,726 |
STOCKHOLDERS' EQUITY | ||
Common Stock Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 41,206,632 shares and 41,125,303 shares, respectively | 41,207 | 41,125 |
Additional paid-in capital | 104,325,749 | 103,853,627 |
Accumulated other comprehensive income | 499,596 | 125,670 |
Accumulated deficit | (95,681,195) | (89,821,856) |
Total VolitionRx Limited Stockholders' Equity | 9,194,924 | 14,198,566 |
Non-controlling interest | (9,567) | |
Total Stockholders' Equity | 9,185,357 | 14,198,566 |
Total Liabilities and Stockholders' Equity | $ 16,874,912 | $ 21,291,292 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 07, 2018 |
STOCKHOLDERS' EQUITY | |||
Common stock, shares par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 41,206,632 | 41,125,303 | |
Common stock, shares outstanding | 41,206,632 | 41,125,303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Royalty | $ 240 | |
Product sales | 304 | |
Total Revenues | 544 | |
Operating Expenses | ||
Research and development | 3,894,966 | 2,474,559 |
General and administrative | 1,703,522 | 1,229,440 |
Sales and marketing | 273,954 | 284,280 |
Total Operating Expenses | 5,872,442 | 3,988,279 |
Operating Loss | (5,871,898) | (3,988,279) |
Other Income (Expenses) | ||
Grant income | 7,924 | |
Interest income | 38,414 | 11,564 |
Interest expense | (33,779) | (30,101) |
Other expenses | (196,957) | |
Total Other Income (Expenses) | 12,559 | (215,494) |
Provision for Income Taxes | ||
Net Loss | (5,859,339) | (4,203,773) |
Net Loss attributable to Non-Controlling Interest | 9,567 | |
Net Loss attributable to VolitionRx Limited Stockholders | (5,849,772) | (4,203,773) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation adjustments | 373,926 | (24,055) |
Net Comprehensive Loss | $ (5,485,413) | $ (4,227,828) |
Net Loss Per Share - Basic and Diluted attributable to VolitionRx Limited | $ (0.14) | $ (0.12) |
Weighted Average Shares Outstanding | ||
Basic and Diluted | 41,197,125 | 36,212,897 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Non Controlling Interest [Member] | Common stock [Member] |
Balance, shares at Dec. 31, 2018 | 35,335,378 | |||||
Balance, shares at Dec. 31, 2018 | $ 12,140,456 | $ 85,604,271 | $ 223,651 | $ (73,722,801) | $ 35,335 | |
Common stock issued for cash, shares | 2,478,613 | |||||
Common stock issued for cash, amount | 6,660,671 | 6,658,192 | $ 2,479 | |||
Employee stock options granted for services | 338,331 | 338,331 | ||||
Warrants granted for services | 2,127 | 2,127 | ||||
Modification of financing warrants | 196,957 | 196,957 | ||||
Foreign currency translation | (24,054) | (24,054) | ||||
Net loss for the period | $ (4,203,773) | $ (4,203,773) | ||||
Balance, shares at Mar. 31, 2019 | 37,813,991 | |||||
Balance, amount at Mar. 31, 2019 | $ 15,110,715 | $ 92,799,878 | $ 199,597 | $ (77,926,574) | $ 37,814 | |
Balance, shares at Dec. 31, 2019 | 41,125,303 | |||||
Balance, shares at Dec. 31, 2019 | $ 14,198,566 | $ 103,853,627 | $ 125,670 | $ (89,821,856) | $ 41,125 | |
Employee stock options granted for services | 165,464 | 165,464 | ||||
Warrants granted for services | 27,205 | 27,205 | ||||
Foreign currency translation | 373,926 | 373,926 | ||||
Net loss for the period | (5,859,339) | $ (5,849,772) | $ (9,567) | |||
Common stock issued for director compensation in Volition Germany, shares | 73,263 | |||||
Common stock issued for director compensation in Volition Germany, amount | 333,969 | 333,896 | $ 73 | |||
Common stock issued for cashless exercise of stock options, shares | 19,430 | |||||
Common stock issued for cashless exercise of stock options, amount | (20) | $ 20 | ||||
Stock repurchase, shares | (11,364) | |||||
Stock repurchase, amount | $ (54,434) | $ (54,423) | $ (11) | |||
Balance, shares at Mar. 31, 2020 | 41,206,632 | |||||
Balance, amount at Mar. 31, 2020 | $ 9,185,357 | $ 104,325,749 | $ 499,596 | $ (95,671,628) | $ (9,567) | $ 41,207 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net loss | $ (5,859,339) | $ (4,203,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 180,188 | 167,786 |
Amortization of operating lease right-of-use assets | 63,025 | 12,062 |
Stock based compensation | 165,464 | 338,331 |
Warrants issued for services | 27,205 | 2,127 |
Shares issued for Director compensation in Volition Germany | 333,969 | |
Financing costs for warrants modified | 196,957 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (485,529) | (412,643) |
Accounts receivable | (242) | |
Other current assets | (55,182) | (17,745) |
Accounts payable and accrued liabilities | 859,478 | 273,365 |
Management and directors' fees payable | 33,681 | 4,076 |
Right-of-use assets operating leases liabilities | (61,614) | (11,440) |
Net Cash Used In Operating Activities | (4,798,896) | (3,650,897) |
Investing Activities: | ||
Purchases of property and equipment | (330,691) | (112,102) |
Net Cash Used In Investing Activities | (330,691) | (112,102) |
Financing Activities: | ||
Net proceeds from issuances of common shares | 6,660,671 | |
Common stock repurchased | (54,434) | |
Proceeds from grants repayable | 3,802 | 32,652 |
Payments on long-term debt | (115,884) | (87,577) |
Payments on finance lease obligations | (35,575) | (35,678) |
Net Cash (Used In) Provided By Financing Activities | (202,091) | 6,570,068 |
Effect of foreign exchange on cash | 335,727 | (68,019) |
Net Change in Cash | (4,995,951) | 2,739,050 |
Cash and cash equivalents - Beginning of Period | 16,966,168 | 13,427,222 |
Cash and cash equivalents - End of Period | 11,970,217 | 16,166,272 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 33,779 | 30,101 |
Non-Cash Financing Activities: | ||
Common Stock issued on cashless exercises of stock options | $ 20 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx”, "we" or "us") for the three months ended March 31, 2020 and 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2020 and 2019, respectively, and our results of operations and cash flows for the three months ended March 31, 2020 and 2019, respectively. The results of operations for the periods ended March 31, 2020 and 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020. 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 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 interim consolidated financial statements for the period ended March 31, 2020 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition. Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8 for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity date of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. At March 31, 2020, cash and cash equivalents totaled approximately $12.0 million, of which $8.1 million was held in an overnight money market account. Accounts Receivables Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. At March 31, 2020, the accounts receivable balance was $242. Revenue Recognition The Company adopted ASC 606 effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation(s). The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product Sales The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. 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,” Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of research and development, sales and marketing and general and administrative expenses and cash flows to be consistent with the current year classification. Recent Accounting Pronouncements The Company does not believe 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. COVID-19 Pandemic Impact On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. 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 for the three months ended March 31, 2020 due to the global emergence of 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 . |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Going Concern | |
Note 2 - Going Concern | The Company's condensed consolidated financial statements are prepared using 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 $95.7 million, has negative cash flows from operations, and currently has limited 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment | |
Note 3 - Property and Equipment | The Company’s property and equipment consist of the following amounts as of March 31, 2020 and December 31, 2019: March 31, 2020 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 444,944 300,082 144,862 Laboratory equipment 5 years 2,219,840 1,329,976 889,864 Office furniture and equipment 5 years 220,239 122,440 97,799 Buildings 30 years 1,445,535 148,546 1,296,989 Building improvements 5-15 years 706,929 127,167 579,762 Land Not amortized 88,189 - 88,189 5,125,676 2,028,211 3,097,465 December 31, 2019 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 426,461 280,554 145,907 Laboratory equipment 5 years 2,052,348 1,256,637 795,711 Office furniture and equipment 5 years 217,545 114,242 103,303 Buildings 30 years 1,472,211 139,021 1,333,190 Building improvements 5-15 years 630,824 117,526 513,298 Land Not amortized 89,816 - 89,816 4,889,205 1,907,980 2,981,225 During the three-month periods ended March 31, 2020 and March 31, 2019, the Company recognized $158,768 and $145,683, respectively, in depreciation expense. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Note 4 - Intangible Assets | The Company’s intangible assets consist of patents. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. March 31, 2020 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,129,591 783,561 346,030 December 31, 2019 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,147,391 775,086 372,305 During the three-month periods ended March 31, 2020 and March 31, 2019, the Company recognized $21,420 and $22,103, 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: 2020 - remaining $ 64,639 2021 $ 86,170 2022 $ 86,170 2023 $ 86,170 2024 $ 22,881 Total Intangible Assets $ 346,030 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 Topic “Property, Plant and Equipment” |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Note 5 - Related Party Transactions | See Note 6 for common stock issued to related parties and Note 7 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 | 3 Months Ended |
Mar. 31, 2020 | |
Common Stock | |
Note 6 - Common Stock | As of March 31, 2020, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 41,206,632 and 41,125,303 shares were issued outstanding as of March 31, 2020 and December 31, 2019, 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 shares. Issuances Upon Warrant and Option Exercises On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $2.50 per share in a cashless exercise that resulted in the issuance of 6,135 shares of common stock. On January 7, 2020, 12,500 stock options were exercised to purchase shares of common stock at $3.00 per share in a cashless exercise that resulted in the issuance of 4,862 shares of common stock. On January 7, 2020, 35,000 stock options were exercised to purchase shares of common stock at $4.00 per share in a cashless exercise that resulted in the issuance of 6,486 shares of common stock. On January 9, 2020, 73,263 shares were issued as fully paid shares of common stock valued at $333,969 as compensation to a managing director of Volition Germany (see Note 8(f)). From February 24, 2020 to March 20, 2020, 8,882 stock options were exercised to purchase shares of common stock at $2.35 per share in cashless exercises that resulted in the issuance of 1,947 shares of common stock. Stock Repurchase On January 12, 2020, the Company purchased from its Chief Medical Officer 11,364 shares of our common stock at $4.79 per share, for a total cost to the Company of $54,434. These shares were subsequently retired. 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. Through December 31, 2019, the Company raised aggregate net proceeds (net of broker commissions and fees) of $16,547 under the equity distribution agreement through the sale of 3,200 shares of its common stock. The Company used the net proceeds raised to date for continued product development, clinical studies, product commercialization, working capital and other general corporate purposes. During the three months ended March 31, 2020, the Company did not sell any shares under the equity distribution agreement. |
Warrants And Options
Warrants And Options | 3 Months Ended |
Mar. 31, 2020 | |
Warrants And Options | |
Note 7 - Warrants and Options | a) Warrants The following table summarizes the changes in warrants outstanding of the Company during the three-month period ended March 31, 2020: Weighted Average Number of Warrants Exercise Price ($) Outstanding at December 31, 2019 190,000 2.90 Granted 50,000 3.45 Exercised - - Expired - - Outstanding at March 31, 2020 240,000 3.02 Exercisable at March 31, 2020 190,000 2.90 Effective February 26, 2020, the vesting criteria of the remaining installment of a warrant originally granted March 20, 2013 to an officer of the Company, and previously amended, was deemed met pursuant to the approval of the Compensation Committee, resulting in the vesting of the Warrant as to 125,000 shares effective February 26, 2020, with an expiration date of February 26, 2023. Effective March 1, 2020, the Company granted warrants to purchase 50,000 shares of common stock to a Company employee for services to the Company. These warrants vest on September 1, 2021 (subject to continued employment through such date) and expire on March 1, 2026.with an exercise price of $3.45 per share. The Company has calculated the estimated fair market value of these warrants at $86,771, using the Black-Scholes model and the following assumptions: term 3.75 years, stock price $3.44, exercise price $3.45, 69.03% volatility, 0.95% risk free rate, and no forfeiture rate. Below is a table summarizing the warrants issued and outstanding as of March 31, 2020, which have an aggregate weighted average remaining contractual life of 2.90 years. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 150,000 150,000 2.47 1.69 370,500 50,000 - 3.45 5.92 172,500 40,000 40,000 4.53 0.62 181,200 240,000 190,000 724,200 Warrant expense of $27,205 and $2,127 was recorded in the three months ended March 31, 2020 and March 31, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $79,902 and is expected to be recognized over a period of 1.4 years. As of March 31, 2020, the total intrinsic value of warrants was $96,000. b) Options The following table summarizes the changes in options outstanding of the Company during the three-month period ended March 31, 2020: Weighted Average Number of Options Exercise Price ($) Outstanding at December 31, 2019 4,169,301 3.88 Granted - - Exercised (68,882 ) 3.33 Expired/Cancelled (15,000 ) 5.00 Outstanding at March 31, 2020 4,085,419 3.90 Exercisable at March 31, 2020 4,085,419 3.90 Below is a table summarizing the options issued and outstanding as of March 31, 2020, 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 2.74 years. As of March 31, 2020, a total of 1,149,367 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 ($) Life (Years) Exercised ($) 2,717 2,717 2.35 0.42 6,385 310,000 310,000 2.50 0.38 775,000 310,000 310,000 3.00 0.38 930,000 685,000 685,000 3.25 4.87 2,226,250 17,767 17,767 3.35 0.87 59,519 20,000 20,000 3.80 1.13 76,000 1,782,837 1,782,837 4.00 2.56 7,131,348 17,768 17,768 4.35 1.87 77,291 89,163 89,163 4.38 3.82 390,534 50,000 50,000 4.80 2.76 240,000 800,167 800,167 5.00 2.81 4,000,835 4,085,419 4,085,419 15,913,162 Stock option expense of $165,464 and $338,331 was recorded in the three months ended March 31, 2020 and March 31, 2019, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $Nil. As of March 31, 2020, the total intrinsic value of stock options was $225,264. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Note 8 - 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, maturing May 2020. As of March 31, 2020, the balance payable was $21,155. 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, maturing May 2031. As of March 31, 2020, the balance payable was $619,061. 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, maturing January 2022. The leased equipment is amortized on a straight-line basis over 5 years. As of March 31, 2020, the balance payable was $17,150. 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 March 31, 2020. 2020 - remaining $ 71,843 2021 $ 68,679 2022 $ 60,677 2023 $ 59,292 2024 $ 59,292 Greater than 5 years $ 437,261 Total $ 757,044 Less: Amount representing interest $ (99,678 ) Present value of minimum lease payments $ 657,366 b) Operating Lease Right-of-Use Obligations 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 4.47% and the weighted average remaining lease term is 22 months. As of March 31, 2020, operating lease right-of-use assets and liabilities arising from operating leases were $330,131 and $338,906, respectively. During the three months ended March 31, 2020, cash paid for amounts included for the measurement of lease liabilities was $62,089 and the Company recorded operating lease expense of $63,035. 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 March 31, 2020. 2020 - remaining $ 198,899 2021 $ 96,497 2022 $ 40,473 2023 $ 16,569 2024 $ 1,036 Total Operating Lease Obligations $ 353,474 Less: Amount representing interest $ (14,568 ) Present Value of minimum lease payments $ 338,906 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 three months ended March 31, 2020, $5,466 was recognized in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: 2020 - remaining $ 6,940 Total Operating Lease Obligations $ 6,940 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 March 31, 2020, the grant balance repayable was $134,935. 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 March 31, 2020, the grant balance repayable was $200,079. As of March 31, 2020, the total grant balance repayable was $335,014 and the payments remaining were as follows: 2020 - remaining $ 51,921 2021 $ 49,062 2022 $ 46,409 2023 $ 47,558 2024 $ 20,008 Greater than 5 years $ 120,056 Total Grants Repayable $ 335,014 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 March 31, 2020, the principal balance payable was $304,298. 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 March 31, 2020, the principal balance payable was $243,720. 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 March 31, 2020, the principal balance payable was $153,372. 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 March 31, 2020, €1 million Euros has been drawn down under this agreement and the principal balance payable was $1,047,242. In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with a fixed interest rate of 4.00%. As of March 31, 2020, the principal balance payable was $375,943. In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 Euros with fixed interest rate of 4.80%, maturing September 2024. As of March 31, 2020, the principal balance payable was $551,180. As of March 31, 2020, the total balance for long-term debt payable was $2,675,755 and the payments remaining were as follows: 2020 - remaining $ 620,894 2021 $ 728,742 2022 $ 611,476 2023 $ 517,044 2024 $ 322,027 Greater than 5 years $ 170,885 Total $ 2,971,068 Less: Amount representing interest $ (295,313 ) Total Long-Term Debt $ 2,675,755 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 March 31, 2020, $82,677 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 March 31, 2020, $220,472 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 March 31, 2020, $108,031 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. This agreement was amended in February 2020 to redefine a new clinical study. Pursuant to the terms of the amendment, the parties acknowledged that, although not fully-completed, the requirements of the original clinical study had been satisfied, including any and all payment obligations by Volition America. Further, the Amendment provided that a new clinical study would be undertaken at no additional cost to Volition America. As of March 31, 2020, up to $138,000 is still accrued by the Company for any additional expenses for the new clinical study. 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 March 31, 2020, $1.28 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 March 31, 2020, $224,000 is still to be paid by the Company under this agreement. As of March 31, 2020, the total amount to be paid for future research and collaboration commitments was approximately $2.05 million and the annual payments remaining were as follows: 2020 - remaining $ 1,059,680 2021 $ 988,500 Total Collaborative Agreement Obligations $ 2,048,180 f) Other Commitments Volition Vet On August 7, 2019, the Company entered into a consulting services agreement with Novis Animal Solutions LLC to provide chief executive officer services for Volition Vet in exchange for payment of consultancy fees and a potential equity interest of 5% in Volition Vet upon achievement of revenue milestones. On October 25, 2019, the Company entered into agreement with the Texas A&M University (“TAMU”) System for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5%. Volition Germany On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH, based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer GmbH was renamed to Volition Germany GmbH (“Volition Germany”). Upon considering the definition of a business, as defined in ASC 805-10-20, which is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return, we have determined that this did not constitute a business. This is primarily due to the fact that additional inputs are needed in the form of training personnel further to produce outputs. Accordingly, the Company has treated this transaction as the hiring of a member of management and acquisition of assets. The Company agreed to terms of the transaction on December 13, 2019 and closed on January 10, 2020. Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer. In exchange, the Company agreed to issue 73,263 newly-issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535). At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736) and recorded a holdback liability of $55,404 (€50,000) to be paid after the holdback period of 9 months following the closing (subject to offset for breaches of representations and warranties). In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. The Company recorded approximately $753,000 in compensation expense as a result of cash paid, holdback liability, stock issued and assumption of expenses. As of March 31, 2020, $277,794 is still to be paid by the Company under the Managing Director’s agreement. g) 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 | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Note 9 - Subsequent Events | On April 13, 2020, the Company granted stock options to purchase an aggregate of 835,000 shares of common stock. These options vest on April 13, 2021 and expire 5 years after the vesting date, with an exercise price of $3.60 per share. In addition, the Company granted Restricted Stock Units (“RSUs”) to receive an aggregate of 52,500 shares of common stock. These RSUs vest 50% on April 13, 2021 and 50% on April 13, 2022. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | |
Basis of Presentation | The interim consolidated financial statements of VolitionRx Limited (the “Company”, "VolitionRx”, "we" or "us") for the three months ended March 31, 2020 and 2019, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of March 31, 2020 and 2019, respectively, and our results of operations and cash flows for the three months ended March 31, 2020 and 2019, respectively. The results of operations for the periods ended March 31, 2020 and 2019, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2020. |
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 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 interim consolidated financial statements for the period ended March 31, 2020 include the accouts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition. Singapore Volition has one wholly-owned subsidiary, Belgian Volition SPRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8 for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | For the purposes of the statements of cash flows, we consider interest bearing deposits with original maturity date of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. At March 31, 2020, cash and cash equivalents totaled approximately $12.0 million, of which $8.1 million was held in an overnight money market account. |
Accounts Receivables | Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. At March 31, 2020, the accounts receivable balance was $242. |
Revenue Recognition | The Company adopted ASC 606 effective January 1, 2019. Under ASC 606, the Company recognizes revenues when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation(s). The Company generates revenue from its license agreement with Active Motif Inc. (“Active Motif”) for the sale of Research Use Only kits from which the Company receives royalties. In addition, revenue is received from external third parties for product sales and/or services the Company performs for them in its laboratory. Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in “Royalty” in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product Sales The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product sales” in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties in “Services” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. |
Basic and Diluted Net Loss Per Share | The Company computes net loss per share in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings P er Sh are,” |
Reclassification | Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of research and development, sales and marketing and general and administrative expenses and cash flows to be consistent with the current year classification. |
Recent Accounting Pronouncements | The Company does not believe 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. COVID-19 Pandemic Impact On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. 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 for the three months ended March 31, 2020 due to the global emergence of 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 . |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment | |
Property and Equipment | March 31, 2020 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 444,944 300,082 144,862 Laboratory equipment 5 years 2,219,840 1,329,976 889,864 Office furniture and equipment 5 years 220,239 122,440 97,799 Buildings 30 years 1,445,535 148,546 1,296,989 Building improvements 5-15 years 706,929 127,167 579,762 Land Not amortized 88,189 - 88,189 5,125,676 2,028,211 3,097,465 December 31, 2019 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 426,461 280,554 145,907 Laboratory equipment 5 years 2,052,348 1,256,637 795,711 Office furniture and equipment 5 years 217,545 114,242 103,303 Buildings 30 years 1,472,211 139,021 1,333,190 Building improvements 5-15 years 630,824 117,526 513,298 Land Not amortized 89,816 - 89,816 4,889,205 1,907,980 2,981,225 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Schedule of Intangible Assets | March 31, 2020 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,129,591 783,561 346,030 December 31, 2019 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,147,391 775,086 372,305 |
Schedule of annual estimated amortization | 2020 - remaining $ 64,639 2021 $ 86,170 2022 $ 86,170 2023 $ 86,170 2024 $ 22,881 Total Intangible Assets $ 346,030 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrant [Member] | |
Summary of changes in warrants outstanding | Number of Warrants Weighted Average Exercise Price ($) Outstanding at December 31, 2019 190,000 2.90 Granted 50,000 3.45 Exercised - - Expired - - Outstanding at March 31, 2020 240,000 3.02 Exercisable at March 31, 2020 190,000 2.90 |
Summary of warrants issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 150,000 150,000 2.47 1.69 370,500 50,000 - 3.45 5.92 172,500 40,000 40,000 4.53 0.62 181,200 240,000 190,000 724,200 |
Option [Member] | |
Summary of changes in options outstanding | Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2019 4,169,301 3.88 Granted - - Exercised (68,882 ) 3.33 Expired/Cancelled (15,000 ) 5.00 Outstanding at March 31, 2020 4,085,419 3.90 Exercisable at March 31, 2020 4,085,419 3.90 |
Summary of options issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 2,717 2,717 2.35 0.42 6,385 310,000 310,000 2.50 0.38 775,000 310,000 310,000 3.00 0.38 930,000 685,000 685,000 3.25 4.87 2,226,250 17,767 17,767 3.35 0.87 59,519 20,000 20,000 3.80 1.13 76,000 1,782,837 1,782,837 4.00 2.56 7,131,348 17,768 17,768 4.35 1.87 77,291 89,163 89,163 4.38 3.82 390,534 50,000 50,000 4.80 2.76 240,000 800,167 800,167 5.00 2.81 4,000,835 4,085,419 4,085,419 15,913,162 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under financing leases | 2020 - remaining $ 71,843 2021 $ 68,679 2022 $ 60,677 2023 $ 59,292 2024 $ 59,292 Greater than 5 years $ 437,261 Total $ 757,044 Less: Amount representing interest $ (99,678 ) Present value of minimum lease payments $ 657,366 |
Schedule of future minimum lease payments under operating leases | 2020 - remaining $ 198,899 2021 $ 96,497 2022 $ 40,473 2023 $ 16,569 2024 $ 1,036 Total Operating Lease Obligations $ 353,474 Less: Amount representing interest $ (14,568 ) Present Value of minimum lease payments $ 338,906 |
Operating lease payments | 2020 - remaining $ 6,940 Total Operating Lease Obligations $ 6,940 |
Schedule of maturities of Grants Repayable | 2020 - remaining $ 51,921 2021 $ 49,062 2022 $ 46,409 2023 $ 47,558 2024 $ 20,008 Greater than 5 years $ 120,056 Total Grants Repayable $ 335,014 |
Schedule of maturities of long term debt | 2020 - remaining $ 620,894 2021 $ 728,742 2022 $ 611,476 2023 $ 517,044 2024 $ 322,027 Greater than 5 years $ 170,885 Total $ 2,971,068 Less: Amount representing interest $ (295,313 ) Total Long-Term Debt $ 2,675,755 |
Schedule of collaborative arrangements obligations | 2020 - remaining $ 1,059,680 2021 $ 988,500 Total Collaborative Agreement Obligations $ 2,048,180 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Cash and cash equivalents | $ 11,970,217 | $ 16,966,168 |
Cash and cash equivalents, money market account | 8,100,000 | |
Accounts receivable | $ 242 | |
Antidilutive securities excluded from computation of earnings per share | 4,325,419 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 116 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | |
Going Concern | |||
Net loss | $ (5,859,339) | $ (4,203,773) | $ (95,700,000) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Useful Life | ||
Cost | $ 5,125,676 | $ 4,889,205 |
Accumulated Depreciation | 2,028,211 | 1,907,980 |
Net Carrying Value | $ 3,097,465 | $ 2,981,225 |
Computer Hardware And Software [Member] | ||
Useful Life | 3 years | 3 years |
Cost | $ 444,944 | $ 426,461 |
Accumulated Depreciation | 300,082 | 280,554 |
Net Carrying Value | $ 144,862 | $ 145,907 |
Laboratory Equipment [Member] | ||
Useful Life | 5 years | 5 years |
Cost | $ 2,219,840 | $ 2,052,348 |
Accumulated Depreciation | 1,329,976 | 1,256,637 |
Net Carrying Value | $ 889,864 | $ 795,711 |
Office Furniture and Equipment [Member] | ||
Useful Life | 5 years | 5 years |
Cost | $ 220,239 | $ 217,545 |
Accumulated Depreciation | 122,440 | 114,242 |
Net Carrying Value | $ 97,799 | $ 103,303 |
Buildings [Member] | ||
Useful Life | 30 years | 30 years |
Cost | $ 1,445,535 | $ 1,472,211 |
Accumulated Depreciation | 148,546 | 139,021 |
Net Carrying Value | 1,296,989 | 1,333,190 |
Building Improvements [Member] | ||
Cost | 706,929 | 630,824 |
Accumulated Depreciation | 127,167 | 117,526 |
Net Carrying Value | $ 579,762 | $ 513,298 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Land [Member] | ||
Useful Life | 0 years | 0 years |
Cost | $ 88,189 | $ 89,816 |
Accumulated Depreciation | ||
Net Carrying Value | $ 88,189 | $ 89,816 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property and Equipment | ||
Depreciation Expense | $ 158,768 | $ 145,683 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Net Carrying Value | $ 346,030 | $ 372,305 |
Patents [Member] | ||
Cost | 1,129,591 | 1,147,391 |
Accumulated Depreciation | 783,561 | 775,086 |
Net Carrying Value | $ 346,030 | $ 372,305 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible Assets | ||
2020 - remaining | $ 64,639 | |
2021 | 86,170 | |
2022 | 86,170 | |
2023 | 86,170 | |
2024 | 22,881 | |
Total Intangible Assets | $ 346,030 | $ 372,305 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization expense | $ 21,420 | $ 22,103 |
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 ($) | Jan. 09, 2020 | Jan. 07, 2020 | Jun. 14, 2019 | Sep. 07, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 12, 2020 | Dec. 31, 2019 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, shares issued | 41,206,632 | 41,125,303 | ||||||
Common stock, shares outstanding | 41,206,632 | 41,125,303 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock issued for Director compensation in Volition Germany, shares | 73,263 | |||||||
Common stock issued for Director compensation in Volition Germany, amount | $ 333,969 | $ 333,969 | ||||||
Common stock value | 41,207 | $ 41,125 | ||||||
Proceed from issuance of common stock | $ 6,660,671 | |||||||
Stock Option [Member] | ||||||||
Option exercised | 12,500 | |||||||
Purchase price | $ 2.35 | |||||||
Issuance of cashless exercise of common stock | 6,135 | |||||||
Stock Option [Member] | From February 24, 2020 to March 20, 2020 [Member] | ||||||||
Option exercised | 8,882 | |||||||
Issuance of cashless exercise of common stock | 1,947 | |||||||
Purchase price | $ 2.35 | |||||||
Stock Option Two [Member] | ||||||||
Option exercised | 35,000 | |||||||
Purchase price | $ 4 | |||||||
Issuance of cashless exercise of common stock | 6,486 | |||||||
Stock Option One [Member] | ||||||||
Option exercised | 12,500 | |||||||
Issuance of cashless exercise of common stock | 4,862 | |||||||
Purchase price | $ 3 | |||||||
Equity Distribution Agreement [Member] | ||||||||
Common stock, shares issued | 3,200 | |||||||
Proceed from issuance of common stock | $ 16,547 | |||||||
Stock Incentive Plan [Member] | Common Stock [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 shares. | |||||||
Chief Medical Officer [Member] | ||||||||
Common stock, shares purchased | 11,364 | |||||||
Common stock value | $ 54,434 | |||||||
Common stock, purchase price | $ 4.79 |
Warrants and Options (Details)
Warrants and Options (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of warrants Outstanding beginning balance | shares | 190,000 |
Number of warrants granted | shares | 50,000 |
Number of warrants exercised | shares | |
Number of warrants expired | shares | |
Number of warrants outstanding ending balance | shares | 240,000 |
Number of warrants exercisable | shares | 190,000 |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 2.90 |
Weighted Average Exercise Price Granted | $ / shares | 3.45 |
Weighted Average Exercise Price Exercised | $ / shares | |
Weighted Average Exercise Price Expired | $ / shares | |
Weighted Average Exercise Price ending balance | $ / shares | 3.02 |
Weighted Average Exercise Price exercisable | $ / shares | $ 2.90 |
Warrants And Options (Details 1
Warrants And Options (Details 1) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Warrant [Member] | |
Number Outstanding | 240,000 |
Number Exercisable | 190,000 |
Proceeds to Company if Exercised | $ | $ 724,200 |
Warrant One [Member] | |
Number Outstanding | 150,000 |
Number Exercisable | 150,000 |
Proceeds to Company if Exercised | $ | $ 370,500 |
Exercise Price | $ / shares | $ 2.47 |
Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 9 days |
Warrant Two [Member] | |
Number Outstanding | 50,000 |
Number Exercisable | |
Proceeds to Company if Exercised | $ | $ 172,500 |
Exercise Price | $ / shares | $ 3.45 |
Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 1 day |
Warrant Three [Member] | |
Proceeds to Company if Exercised | $ | $ 181,200 |
Exercise Price | $ / shares | $ 4.53 |
Weighted Average Remaining Contractual Life (Years) | 7 months 13 days |
Number Outstanding | 40,000 |
Number Exercisable | 40,000 |
Warrants and Options (Details 2
Warrants and Options (Details 2) - Stock Option [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of options outstanding beginning balance | shares | 4,169,301 |
Granted | shares | |
Exercised | shares | (68,882) |
Expired | shares | (15,000) |
Number of option outstanding ending balance | shares | 4,085,419 |
Number of options exercisable | shares | 4,085,419 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 3.88 |
Weighted Average Exercise Price Granted | $ / shares | |
Weighted Average Exercise Price Exercised | $ / shares | 3.33 |
Weighted Average Exercise Price Expired | $ / shares | 5 |
Weighted Average Exercise Price ending balance | $ / shares | 3.90 |
Weighted Average Exercise Price exercisable balance | $ / shares | $ 3.90 |
Warrants And Options (Details 3
Warrants And Options (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Proceeds to Company if Exercised | $ 20 | |
Stock Option [Member] | ||
Number Outstanding | 4,085,419 | |
Number Exercisable | 4,085,419 | |
Exercise Price | ||
Weighted Average Remaining Contractual Life (Years) | ||
Proceeds to Company if Exercised | $ 15,913,162 | |
Option One [Member] | ||
Number Outstanding | 2,717 | |
Number Exercisable | 2,717 | |
Exercise Price | $ 2.35 | |
Weighted Average Remaining Contractual Life (Years) | 5 months 1 day | |
Proceeds to Company if Exercised | $ 6,385 | |
Option Two [Member] | ||
Number Outstanding | 310,000 | |
Number Exercisable | 310,000 | |
Exercise Price | $ 2.50 | |
Weighted Average Remaining Contractual Life (Years) | 4 months 17 days | |
Proceeds to Company if Exercised | $ 775,000 | |
Option Three [Member] | ||
Number Outstanding | 310,000 | |
Number Exercisable | 310,000 | |
Exercise Price | $ 3 | |
Weighted Average Remaining Contractual Life (Years) | 4 months 17 days | |
Proceeds to Company if Exercised | $ 930,000 | |
Option Four [Member] | ||
Number Outstanding | 685,000 | |
Number Exercisable | 685,000 | |
Exercise Price | $ 3.25 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 13 days | |
Proceeds to Company if Exercised | $ 2,226,250 | |
Option Five [Member] | ||
Number Outstanding | 17,767 | |
Number Exercisable | 17,767 | |
Exercise Price | $ 3.35 | |
Weighted Average Remaining Contractual Life (Years) | 10 months 13 days | |
Proceeds to Company if Exercised | $ 59,519 | |
Option Six [Member] | ||
Number Outstanding | 20,000 | |
Number Exercisable | 20,000 | |
Exercise Price | $ 3.80 | |
Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 17 days | |
Proceeds to Company if Exercised | $ 76,000 | |
Option Seven [Member] | ||
Number Outstanding | 1,782,837 | |
Number Exercisable | 1,782,837 | |
Exercise Price | $ 4 | |
Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 22 days | |
Proceeds to Company if Exercised | $ 7,131,348 | |
Option Eight [Member] | ||
Number Outstanding | 17,768 | |
Number Exercisable | 17,768 | |
Exercise Price | $ 4.35 | |
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 13 days | |
Proceeds to Company if Exercised | $ 77,291 | |
Option Nine [Member] | ||
Number Outstanding | 89,163 | |
Number Exercisable | 89,163 | |
Exercise Price | $ 4.38 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 9 months 26 days | |
Proceeds to Company if Exercised | $ 390,534 | |
Option Ten [Member] | ||
Number Outstanding | 50,000 | |
Number Exercisable | 50,000 | |
Exercise Price | $ 4.80 | |
Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 4 days | |
Proceeds to Company if Exercised | $ 240,000 | |
Option Eleven [Member] | ||
Number Outstanding | 800,167 | |
Number Exercisable | 800,167 | |
Exercise Price | $ 5 | |
Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 22 days | |
Proceeds to Company if Exercised | $ 4,000,835 |
Warrants And Options (Details N
Warrants And Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 26, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Stock based compensation expense | $ 165,464 | $ 338,331 | |
Stock Option [Member] | |||
Stock based compensation expense | 165,464 | 338,331 | |
Intrinsic value of stock options | $ 225,264 | ||
Stock Option [Member] | 2011 Equity Incentive Plan [Member] | |||
Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 27 days | ||
Common stock shares reserved for future issuance | 1,149,367 | ||
Warrant [Member] | |||
Warrants vested | 125,000 | ||
Expiration date | Feb. 26, 2023 | ||
Intrinsic value of warrants | $ 96,000 | ||
Unrecognized compensation cost of non-vested warrants recognition period | 1 year 4 months 24 days | ||
Unrecognized compensation cost of unvested warrants | $ 79,902 | ||
Warrant expense | $ 27,205 | $ 2,127 | |
Warrant [Member] | March 1, 2020 [Member] | |||
Warrants granted to purchase shares of common stock | 50,000 | ||
Expiry date | Mar. 1, 2026 | ||
Exercise price | $ 3.45 | ||
Fair market value of warrants | $ 86,771 | ||
Term | 3 years 8 months 30 days | ||
Stock price | $ 3.44 | ||
Volatility | 69.03% | ||
Risk free rate | 0.95% | ||
Weighted average remaining contractual life | 2 years 10 months 24 days |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Mar. 31, 2020USD ($) |
2020 - remaining | $ 71,843 |
2021 | 68,679 |
2022 | 60,677 |
2023 | 59,292 |
2024 | 59,292 |
Greater than 5 years | 437,261 |
Total | 757,044 |
Less: Amount representing interest | (99,678) |
Present value of minimum lease payments | $ 657,366 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Mar. 31, 2020USD ($) |
2020 - remaining | $ 6,940 |
2022 | 86,170 |
Total Operating Lease Obligations | 6,940 |
Operating Lease Right of Use Obligations [Member] | |
2020 - remaining | 198,899 |
2021 | 96,497 |
2022 | 40,473 |
2023 | 16,569 |
2024 | 1,036 |
Total Operating Lease Obligations | 353,474 |
Less: Amount representing interest | (14,568) |
Present value of minimum lease payments | $ 338,906 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Mar. 31, 2020USD ($) |
Commitments and Contingencies | |
2020 - remaining | $ 6,940 |
Total Operating Lease Obligations | $ 6,940 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - USD ($) | Mar. 31, 2020 | Jan. 10, 2020 | Dec. 31, 2019 | Dec. 13, 2019 |
Total Grants Repayable | $ 335,014 | |||
Grants Repayable [Member] | ||||
2020 - remaining | 51,921 | |||
2021 | 49,062 | |||
2022 | 46,409 | |||
2023 | 47,558 | |||
2024 | 20,008 | |||
Greater than 5 years | 120,056 | |||
Total Grants Repayable | $ 335,014 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) | Mar. 31, 2020USD ($) |
Commitments and Contingencies | |
2020 - remaining | $ 620,894 |
2021 | 728,742 |
2022 | 611,476 |
2023 | 517,044 |
2024 | 322,027 |
Greater than 5 years | 170,885 |
Total | 2,971,068 |
Less: Amount representing interest | (295,313) |
Total Long-Term Debt | $ 2,675,755 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Mar. 31, 2020USD ($) |
Commitments and Contingencies | |
2020 - remaining | $ 1,059,680 |
2021 | 988,500 |
Total Collaborative Agreement Obligations | $ 2,048,180 |
Commitments and Contingencies_8
Commitments and Contingencies (Details Narrative) | Jan. 10, 2020USD ($) | Dec. 13, 2019USD ($)$ / sharesshares | Aug. 07, 2019 | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Mar. 31, 2019USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) |
Total Collaborative Agreement Obligations | $ 2,048,180 | |||||||
Total long-term debt payable | 2,675,755 | |||||||
Total Grants Repayable | $ 335,014 | |||||||
Common stock, restricted shares issued in exchange of purchased outstanding shares, value | 73,263 | $ 333,969 | ||||||
Common stock, restricted shares issued in exchange of purchased outstanding shares, shares | shares | 73,263 | |||||||
Weighted trading price | $ / shares | $ 4.56 | |||||||
Repayment of debt | $ 357,000 | $ 350,000 | ||||||
Holdback period | 9 months | |||||||
Net liabilities | $ 55,404 | $ 6,535 | ||||||
Stock based compensation expense | $ 165,464 | $ 338,331 | ||||||
Operating Lease Right of Use Obligations [Member] | ||||||||
Weighted average discount rate | 4.47% | 4.47% | ||||||
Weighted average remaining lease term | 22 months | 22 months | ||||||
Operating lease right-of-use assets and liabilities | $ 330,131 | $ 338,906 | ||||||
Payment of lease liabilities | 62,089 | |||||||
Operating lease expense | 63,035 | |||||||
Short term lease costs | $ 5,466 | |||||||
In 2018 [Member] | Finance Lease Obligations [Member] | BNP Paribas leasing solutions [Member] | ||||||||
Maturity date | Jan. 31, 2022 | Jan. 31, 2022 | ||||||
Amount payable | $ 17,150 | |||||||
Purchase price for the property | € | € 25,000 | |||||||
Leased equipment amortized term | 5 years | 5 years | ||||||
May 1, 2019 [Member] | Collaborative Arrangement, Co-promotion [Member] | ||||||||
Collaborative obligations amount due | $ 224,000 | |||||||
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 2015 [Member] | Finance Lease Obligations [Member] | Automated Liquid Handling Robots [Member] | ||||||||
Maturity date | May 31, 2020 | May 31, 2020 | ||||||
Amount payable | $ 21,155 | |||||||
Purchase price for the property | € | 550,454 | |||||||
In 2016 [Member] | Finance Lease Obligations [Member] | ING Asset Finance Belgium S.A. [Member] | ||||||||
Maturity date | Sep. 30, 2024 | Sep. 30, 2024 | ||||||
Amount payable | $ 619,061 | |||||||
Purchase price for the property | € | 1,120,000 | |||||||
University of Michigan [Member] | In 2017 [Member] | Clinical Study Research Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | $ 3,000,000 | |||||||
Collaborative obligations amount due | $ 138,000 | |||||||
Munich University [Member] | In 2016 [Member] | Collaborative Research Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | € | 360,000 | |||||||
Collaborative obligations amount due | $ 108,031 | |||||||
DKFZ [Member] | In 2016 [Member] | Research Co-operation Agreement [Member] | ||||||||
Lease agreement expire period | 5 years | 5 years | ||||||
Collaborative obligations amount | € | 400,000 | |||||||
Collaborative obligations amount due | $ 220,472 | |||||||
DKFZ [Member] | In 2015 [Member] | Research Sponsorship Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | € | 338,984 | |||||||
Collaborative obligations amount due | $ 82,677 | |||||||
University of Taiwan [Member] | In 2018 [Member] | Clinical Study Research Agreement [Member] | ||||||||
Lease agreement expire period | 3 years | 3 years | ||||||
Collaborative obligations amount | $ 2,550,000 | |||||||
Collaborative obligations amount due | 1,280,000 | |||||||
Walloon Region Government [Member] | In 2018 [Member] | Colorectal Cancer Research Agreement [Member] | ||||||||
Amount payable | $ 200,079 | |||||||
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 | $ 134,935 | |||||||
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 | |||||||
Long-term Debt [Member] | In 2017 [Member] | Namur Innovation and Growth [Member] | ||||||||
Fixed interest rate on lease | 4.00% | 4.00% | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2017 [Member] | ||||||||
Fixed interest rate on lease | 4.00% | 4.00% | ||||||
Long-term Debt [Member] | Namur Invest [Member] | In 2016 [Member] | ||||||||
Fixed interest rate on lease | 4.85% | 4.85% | ||||||
Long-term Debt [Member] | SOFINEX [Member] | In 2017 [Member] | ||||||||
Fixed interest rate on lease | 4.50% | 4.50% | ||||||
Long-term Debt [Member] | ING [Member] | In 2016 [Member] | ||||||||
Fixed interest rate on lease | 4.80% | 4.80% | ||||||
Texas A&M University [Member] | ||||||||
Agreement description | The Company entered into agreement with the Texas A&M University (“TAMU”) System for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5%. | The Company entered into agreement with the Texas A&M University (“TAMU”) System for provision of in kind services of personnel, animal samples and laboratories equipment for a non-controlling interest of 7.5% in Volition Vet and in a year from the agreement TAMU would receive a further 5%, giving them in total 12.5%. | ||||||
Consulting Services Agreement [Member] | Novis Animal Solutions LLC [Member] | ||||||||
Potential equity interest | 5.00% | |||||||
Managing Director's Agreement [Member] | ||||||||
Transaction agreement description | In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. | In connection with the transaction agreement, the Company also entered into a 2-year Managing Director’s agreement with the founder of Octamer for a payment of €288,000 Euros payable in equal monthly installments over such 2-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Octamer’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of 5 years post-closing. | ||||||
Stock based compensation expense | $ 753,000 | |||||||
Due to related party | 277,794 | |||||||
Loan Agreement [Member] | Long-term Debt [Member] | In 2017 [Member] | Namur Innovation and Growth [Member] | ||||||||
Total long-term debt payable | $ 551,180 | |||||||
Repayment of long-term loan amount | € | € 500,000 | |||||||
Loan agreement term | 4 years | 4 years | ||||||
Loan Agreement [Member] | Long-term Debt [Member] | Namur Invest [Member] | In 2019 [Member] | ||||||||
Total long-term debt payable | $ 551,180 | |||||||
Repayment of long-term loan amount | € | € 500,000 | |||||||
Loan agreement term | 4 years | 4 years | ||||||
Fixed interest rate on lease | 4.80% | 4.80% | ||||||
Maturity date | Sep. 30, 2024 | Sep. 30, 2024 | ||||||
Loan Agreement [Member] | Long-term Debt [Member] | Namur Invest [Member] | In 2017 [Member] | ||||||||
Total long-term debt payable | $ 153,372 | |||||||
Repayment of long-term loan amount | € | € 350,000 | |||||||
Loan agreement term | 4 years | 4 years | ||||||
Loan Agreement [Member] | Long-term Debt [Member] | Namur Invest [Member] | In 2016 [Member] | ||||||||
Total long-term debt payable | $ 304,298 | |||||||
Repayment of long-term loan amount | € | € 440,000 | |||||||
Loan agreement term | 7 years | 7 years | ||||||
Loan Agreement [Member] | Long-term Debt [Member] | SOFINEX [Member] | In 2017 [Member] | ||||||||
Total long-term debt payable | $ 1,047,242 | |||||||
Repayment of long-term loan amount | € | € 1,000,000 | |||||||
Loan agreement term | 7 years | 7 years | ||||||
Loan Agreement [Member] | Long-term Debt [Member] | ING [Member] | In 2016 [Member] | ||||||||
Total long-term debt payable | $ 243,720 | |||||||
Repayment of long-term loan amount | € | € 270,000 | |||||||
Loan agreement term | 15 years | 15 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Events [Member] | Apr. 13, 2020$ / sharesshares |
Stock Option [Member] | |
Options granted to purchase aggregate shares of common stock | 835,000 |
Exercise price | $ / shares | $ 3.60 |
Options vest description | These options vest on April 13, 2021 and expire 5 years after the vesting date. |
Restricted Stock Units (RSUs) [Member] | |
Restricted stock granted to receive an aggregate shares of common stock | 52,500 |
Restricted stock vest description | These RSUs vest 50% on April 13, 2021 and 50% on April 13, 2022. |