Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | VOLITIONRX LIMITED | |
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, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 53,846,973 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36833 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 91-1949078 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 13215 Bee Cave Parkway | |
Entity Address Address Line 2 | Suite 125 | |
Entity Address Address Line 3 | Galleria Oaks B | |
Entity Address City Or Town | Austin | |
Entity Address State Or Province | TX | |
Entity Address Postal Zip Code | 78738 | |
City Area Code | 646 | |
Local Phone Number | 650–1351 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | VNRX | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash And Cash Equivalents | $ 23,732,379 | $ 20,581,313 |
Accounts Receivable | 72,371 | 12,510 |
Prepaid Expenses | 1,263,149 | 598,367 |
Other Current Assets | 888,827 | 786,642 |
Total Current Assets | 25,956,726 | 21,978,832 |
Property And Equipment, Net | 4,721,065 | 4,911,077 |
Operating Lease Right-of-use Assets | 830,257 | 383,551 |
Intangible Assets, Net | 175,391 | 216,876 |
Total Assets | 31,683,439 | 27,490,336 |
Current Liabilities | ||
Accounts Payable | 2,205,240 | 1,542,457 |
Accrued Liabilities | 3,538,881 | 3,828,501 |
Deferred Revenue | 10,000,000 | 12,512 |
Management And Directors' Fees Payable | 97,640 | 71,303 |
Current Portion Of Long-term Debt | 1,333,316 | 797,855 |
Current Portion Of Finance Lease Liabilities | 46,656 | 48,958 |
Current Portion Of Operating Lease Liabilities | 249,051 | 171,166 |
Current Portion Of Grant Repayable | 42,036 | 43,100 |
Total Current Liabilities | 17,512,820 | 6,515,852 |
Long-term Debt, Net Of Current Portion | 2,031,875 | 2,270,767 |
Finance Lease Liabilities, Net Of Current Portion | 486,690 | 511,086 |
Operating Lease Liabilities, Net Of Current Portion | 594,392 | 217,305 |
Grant Repayable, Net Of Current Portion | 246,970 | 253,221 |
Total Liabilities | 20,872,747 | 9,768,231 |
Stockholders' Equity | ||
Authorized: 100,000,000 Shares Of Common Stock, At $0.001 Par Value Issued And Outstanding: 53,790,261 Shares And 53,772,261 Shares, Respectively | 53,790 | 53,772 |
Additional Paid-in Capital | 155,655,418 | 154,730,938 |
Accumulated Other Comprehensive Income | 30,422 | 148,326 |
Accumulated Deficit | (144,622,666) | (136,988,636) |
Total Volitionrx Limited Stockholders' Equity | 11,116,964 | 17,944,400 |
Non-controlling Interest | (306,272) | (222,295) |
Total Stockholders' Equity | 10,810,692 | 17,722,105 |
Total Liabilities And Stockholders' Equity | $ 31,683,439 | $ 27,490,336 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Issued | 53,790,261 | 53,772,261 |
Common Stock, Shares Outstanding | 53,790,261 | 53,772,261 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Services | $ 60,254 | $ 0 |
Product | 53,957 | 25,530 |
Total Revenues | 114,211 | 25,530 |
Operating Expenses | ||
Research And Development | 3,590,053 | 3,873,079 |
General And Administrative | 2,602,152 | 1,810,160 |
Sales And Marketing | 1,598,983 | 427,401 |
Total Operating Expenses | 7,791,188 | 6,110,640 |
Operating Loss | (7,676,977) | (6,085,110) |
Other Income (expenses) | ||
Interest Income | 2 | 1,721 |
Interest Expense | (41,032) | (42,181) |
Total Other Income (expenses) | (41,030) | (40,460) |
Net Loss | (7,718,007) | (6,125,570) |
Net Loss Attributable To Non-controlling Interest | 83,977 | 9,424 |
Net Loss Attributable To Volitionrx Limited Stockholders | (7,634,030) | (6,116,146) |
Other Comprehensive (loss) / Income | ||
Foreign Currency Translation Adjustments | (117,904) | 134,133 |
Net Comprehensive Loss | $ (7,835,911) | $ (5,991,437) |
Net Loss Per Share - Basic And Diluted | $ (0.14) | $ (0.12) |
Weighted Average Shares Outstanding | ||
- Basic And Diluted | 53,775,096 | 50,928,742 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non Controlling Interest |
Balance, Shares at Dec. 31, 2020 | 48,607,017 | |||||
Balance, Amount at Dec. 31, 2020 | $ 16,293,718 | $ 48,607 | $ 126,526,239 | $ (59,978) | $ (110,173,971) | $ (47,179) |
Common Stock Issued For Cash, Shares | 4,183,533 | |||||
Common Stock Issued For Cash, Amount | 20,328,928 | $ 4,184 | 20,324,744 | 0 | 0 | 0 |
Common Stock Issued For Cashless Exercise Of Stock Options And Settlement Of Rsus, Shares | 80,451 | |||||
Common Stock Issued For Cashless Exercise Of Stock Options And Settlement Of Rsus, Amount | 0 | $ 80 | (80) | 0 | 0 | 0 |
Stock-based Compensation | 555,342 | 0 | 555,342 | 0 | 0 | 0 |
Tax Withholdings Paid Related To Stock-based Compensation | (23,758) | 0 | (23,758) | 0 | 0 | 0 |
Foreign Currency Translation | 134,133 | 0 | 0 | 134,133 | 0 | 0 |
Net Loss For The Period | (6,125,570) | $ 0 | 0 | 0 | (6,116,146) | (9,424) |
Balance, Shares at Mar. 31, 2021 | 52,871,001 | |||||
Balance, Amount at Mar. 31, 2021 | 31,162,793 | $ 52,871 | 147,382,487 | 74,155 | (116,290,117) | (56,603) |
Balance, Shares at Dec. 31, 2021 | 53,772,261 | |||||
Balance, Amount at Dec. 31, 2021 | 17,722,105 | $ 53,772 | 154,730,938 | 148,326 | (136,988,636) | (222,295) |
Common Stock Issued For Cash, Shares | 3,000 | |||||
Common Stock Issued For Cash, Amount | 9,467 | $ 3 | 9,464 | 0 | 0 | 0 |
Stock-based Compensation | 915,031 | 0 | 915,031 | 0 | 0 | 0 |
Foreign Currency Translation | (117,904) | 0 | 0 | (117,904) | 0 | 0 |
Net Loss For The Period | (7,718,007) | $ 0 | 0 | 0 | (7,634,030) | (83,977) |
Common Stock Issued For Settlement Of Rsus, Shares | 15,000 | |||||
Common Stock Issued For Settlement Of Rsus, Amount | 0 | $ 15 | (15) | 0 | 0 | 0 |
Balance, Shares at Mar. 31, 2022 | 53,790,261 | |||||
Balance, Amount at Mar. 31, 2022 | $ 10,810,692 | $ 53,790 | $ 155,655,418 | $ 30,422 | $ (144,622,666) | $ (306,272) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities | ||
Net Loss | $ (7,718,007) | $ (6,125,570) |
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: | ||
Depreciation And Amortization | 224,310 | 227,342 |
Amortization Of Operating Lease Right-of-use Assets | 65,361 | 50,046 |
Stock-based Compensation | 915,031 | 555,342 |
Changes In Operating Assets And Liabilities: | ||
Prepaid Expenses | (664,782) | (792,793) |
Accounts Receivable | (59,861) | (14,238) |
Other Current Assets | (102,185) | 86,907 |
Deferred Revenue, Current And Non-current | 10,000,000 | 0 |
Accounts Payable And Accrued Liabilities | 361,237 | (87,002) |
Management And Directors' Fees Payable | 25,750 | (15,690) |
Right-of-use Assets Operating Leases Liabilities | (57,008) | (49,485) |
Net Cash Provided By / (used In) Operating Activities | 2,989,846 | (6,165,141) |
Investing Activities: | ||
Purchases Of Property And Equipment | (124,648) | (483,940) |
Net Cash Used In Investing Activities | (124,648) | (483,940) |
Financing Activities: | ||
Net Proceeds From Issuances Of Common Stock | 9,467 | 20,328,928 |
Tax Withholdings Paid Related To Stock-based Compensation | 0 | (23,758) |
Proceeds From Long-term Debt | 620,549 | 79,590 |
Payments On Long-term Debt | (250,711) | (161,727) |
Payments On Finance Lease Obligations | (13,133) | (14,722) |
Net Cash Provided By Financing Activities | 366,172 | 20,208,311 |
Effect Of Foreign Exchange On Cash | (80,304) | 57,744 |
Net Change In Cash | 3,151,066 | 13,616,974 |
Cash And Cash Equivalents - Beginning Of Period | 20,581,313 | 19,444,737 |
Cash And Cash Equivalents - End Of Period | 23,732,379 | 33,061,711 |
Supplemental Disclosures Of Cash Flow Information: | ||
Interest Paid | $ 41,032 | $ 42,181 |
Non-cash Financing Activities: | ||
Common Stock Issued On Cashless Exercises Of Stock Options And Settlement Of Vested Rsus | 15 | 80 |
Offering Costs From Issuance Of Common Stock | $ 0 | $ 119,029 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 1 - Basis Of Presentation And Summary Of Significant Accounting Policies | No te 1 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation U se 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, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of 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 could be affected. P rinciples of Consolidation The accompanying condensed consolidated financial statements for the period ended March 31, 2022 include the accounts of the Company and its subsidiaries. The Company has two wholly-owned subsidiaries Singapore Volition Pte. Limited (“Singapore Volition”) and Volition Global Services SRL (“Volition Global”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SRL (“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 one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet, Volition Germany and Volition America. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents Accounts Receivables Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”)606, “ Revenue from Contracts with Customers,” The Company generates product revenues from the sale of its Nu.Q ® ® 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 Customers 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 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” 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. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations. 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. Deferred Revenue (Contract Liabilities) and Contract Assets Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of March 31, 2022. B asic and Diluted Net Loss Per Share Foreign Currency Translation The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions” Research and Development Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation” Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts in Part I, Item 2. “ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions that could impact our clinical trials, including delays enrolling patients and in sample collection. The extent to which the COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Going Concern | |
Note 2 - Going Concern | No te 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 $144.6 million, has had negative cash flows from operations on an annual basis, and has minimal revenues, which creates substantial doubt about its ability to continue as a going concern for a period of at least 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 to 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 milestone 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, 2022 | |
Property and Equipment | |
Note 3 - Property And Equipment | No te 3 - Property and Equipment The Company’s property and equipment consisted of the following amounts as of March 31, 2022 and December 31, 2021: March 31, 2022 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 589,517 445,310 144,207 Laboratory equipment 5 years 3,019,021 1,531,605 1,487,416 Office furniture and equipment 5 years 309,799 219,544 90,255 Buildings 30 years 2,123,879 255,424 1,868,455 Building improvements 5-15 years 1,268,648 271,064 997,584 Land Not amortized 133,148 - 133,148 7,444,012 2,722,947 4,721,065 December 31, 2021 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 599,944 474,169 125,775 Laboratory equipment 5 years 3,032,108 1,434,347 1,597,761 Office furniture and equipment 5 years 293,427 213,244 80,183 Buildings 30 years 2,177,641 243,750 1,933,891 Building improvements 5-15 years 1,293,258 256,309 1,036,949 Land Not amortized 136,518 - 136,518 7,532,896 2,621,819 4,911,077 During the three-month periods ended March 31, 2022 and March 31, 2021, the Company recognized $202,423 and $204,049, respectively, in depreciation expense. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets | |
Note 4 - Intangible Assets | No te 4 - Intangible Assets The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. March 31, 2022 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,135,896 960,505 175,391 December 31, 2021 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,178,135 961,259 216,876 During the three-month periods ended March 31, 2022 and March 31, 2021, the Company recognized $21,887 and $23,293, respectively, in amortization expense. The Company amortizes the patents 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: 2022 $ 64,991 2023 $ 86,655 2024 $ 23,745 Total Intangible Assets $ 175,391 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, 2022 | |
Related Party Transactions | |
Note 5 - Related Party Transactions | No te 5 - Related Party Transactions See Note 6, Common Stock Stock-Based Compensation, |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock | |
Note 6 - Common Stock | No te 6 - Common Stock As of March 31, 2022, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 53,790,261 and 53,772,261 shares were issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. Stock Option Exercises and RSU Settlements On March 28, 2022, 15,000 RSUs vested and resulted in the issuance of 15,000 shares of common stock. Equity Distribution Agreement On September 24, 2021, the Company entered into an equity distribution agreement (the “2021 EDA”) with Cantor Fitzgerald & Co. Inc. (“Cantor”)and Oppenheimer & Co. Inc. (“Oppenheimer”), to sell shares of its common stock having an aggregate offering price of up to $25.0 million from time-to-time, through an “at the market offering program” pursuant to the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-259783) and related prospectuses, through Cantor and Oppenheimer each acting as the Company’s agent and/or principal. The Company was not obligated to sell any shares under the 2021 EDA. During the three months ended March 31, 2022, the Company raised aggregate net proceeds (net of brokers’ commissions and fees) of $9,464 under the 2021 EDA through the sale of 3,000 shares of its common stock. From inception through March 31, 2022, the Company raised aggregate net proceeds (net of brokers’ commissions and fees) of approximately $0.7 million under the 2021 EDA through the sale of 193,600 shares of its common stock. For additional information regarding the 2021 EDA, see Note 9, Subsequent Events. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Note 7 - Stock-based Compensation | No te 7 – Stock-Based Compensation a ) Warrants The following table summarizes the changes in warrants outstanding of the Company during the three-month period ended March 31, 2022: Weighted Average Number of Warrants Exercise Price ($) Outstanding at December 31, 2021 485,000 3.88 Granted - - Outstanding at March 31, 2022 485,000 3.88 Exercisable at March 31, 2022 485,000 3.88 Below is a table summarizing the warrants issued and outstanding as of March 31, 2022, which have an aggregate weighted average remaining contractual life of 3.71 years. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 125,000 125,000 2.47 0.91 308,750 50,000 50,000 3.45 3.92 172,500 125,000 125,000 3.95 4.76 493,750 185,000 185,000 4.90 4.84 906,500 485,000 485,000 1,881,500 Stock-based compensation expense related to warrants of $39,013 and $148,364 was recorded in the three months ended March 31, 2022 and March 31, 2021, respectively. There is no remaining expense to be recognized. As of March 31, 2022, the total intrinsic value of warrants outstanding was $67,500. b) Options The following table summarizes the changes in options outstanding of the Company during the three-month period ended March 31, 2022: Weighted Average Number of Options Exercise Price ($) Outstanding at December 31, 2021 5,027,518 3.87 Granted - - Exercised - - Expired/Cancelled - - Outstanding at March 31, 2022 5,027,518 3.87 Exercisable at March 31, 2022 3,937,518 4.00 . Below is a table summarizing the options issued and outstanding as of March 31, 2022, 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 6.00 years. As of March 31, 2022, an aggregate of 6,000,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which 336,352 shares of common stock remained available for future issuance thereunder. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 635,000 635,000 3.25 2.87 2,063,750 2,717 2,717 3.35 1.42 9,102 1,060,000 10,000 3.40 9.35 3,604,000 800,000 760,000 3.60 8.10 2,880,000 1,682,837 1,682,837 4.00 4.51 6,731,348 11,801 11,801 4.35 1.20 51,334 89,163 89,163 4.38 5.82 390,534 50,000 50,000 4.80 4.76 240,000 696,000 696,000 5.00 4.99 3,480,000 5,027,518 3,937,518 19,450,068 Stock-based compensation expense related to stock options of $394,053 and $355,076 was recorded in the three months ended March 31, 2022 and March 31, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $1,064,229 and is expected to be recognized over a period of 1.51 years. As of March 31, 2022, the total intrinsic value of stock options outstanding was $nil. c ) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of March 31, 2022, all of which were issued pursuant to the 2015 Stock Incentive Plan. Number of Weighted Average RSUs Share Price ($) Outstanding at December 31, 2021 810,750 3.33 Granted 38,000 2.81 Vested/Settled (15,000 ) 3.59 Cancelled - - Outstanding at March 31, 2022 833,750 3.30 Effective February 8, 2022, the Company granted aggregate RSUs of 8,000 shares of common stock to an employee in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of February 8, 2023 and February 8, 2024, subject to continued service, and will result in total compensation expense of $22,640. Effective March 1, 2022, the Company granted aggregate RSUs of 30,000 shares of common stock to various employees in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of March 1, 2023 and March 1, 2024, subject to continued service, and will result in total compensation expense of $84,300. On March 28, 2022, 15,000 RSUs vested and resulted in the issuance of 15,000 shares of common stock. Below is a table summarizing the RSUs issued and outstanding as of March 31, 2022 and which have an aggregate weighted average remaining contractual life of 0.92 years. Weighted Average Remaining Number Share Contractual Outstanding Price ($) Life (Years 30,000 2.81 1.42 8,000 2.83 1.36 39,809 3.04 1.01 610,191 3.31 0.86 38,000 3.32 0.94 23,000 3.38 1.21 43,500 3.51 1.09 26,250 3.52 0.04 15,000 3.59 0.98 833,750 Stock-based compensation expense related to RSUs of $481,962 and $51,902 was recorded in the three months ended March 31, 2022 and March 31, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $1,435,500. As of March 31, 2022, the total intrinsic value of the RSUs outstanding was $7,440. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Note 8 - Commitments And Contingencies | No te 8 – Commitments and Contingencies a) Finance Lease Obligations In 2016, the Company entered into a capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing in May 2031 with implicit interest of 2.62%. As of March 31, 2022, the balance payable was $533,346. In 2018, the Company entered into a capital lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000, that matured in January 2022 with implicit interest of 1.35%. The leased equipment is amortized on a straight-line basis over 5 years. As of March 31, 2022, the balance payable was $nil. 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, 2022. 2022 $ 44,760 2023 $ 59,680 2024 $ 59,679 2025 $ 59,679 2026 $ 59,680 Greater than 5 years $ 320,764 Total $ 604,242 Less: Amount representing interest $ (70,896 ) Present value of minimum lease payments $ 533,346 b) Operating Lease Right-of-Use Obligations As all the existing leases subject to the new lease standard ASC 842 (“Leases”) During the three months ended March 31, 2022, the Company entered into a new lease agreement. The lease is initially for 62 months and the initial rent is $7,642 a month. In connection with the new lease agreement the Company recorded $461,341 of right-of-use assets in exchange for right-of-use liabilities. As of March 31, 2022, operating lease right-of-use assets and liabilities arising from operating leases were $830,257 and $843,443, respectively. During the three months ended March 31, 2022, cash paid for amounts included for the measurement of lease liabilities was $55,975 and the Company recorded operating lease expense of $72,865. 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, 2022. 2022 $ 206,063 2023 $ 266,837 2024 $ 166,837 2025 $ 120,887 2026 $ 120,400 Total Operating Lease Obligations $ 881,024 Less: Amount representing interest $ (37,581 ) Present Value of minimum lease payments $ 843,443 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, 2022, the Company recognized $20,854 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: 2022 $ 23,037 Total Operating Lease Liabilities $ 23,037 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. Per the terms of the agreement, €314,406 of the grant is to be repaid, by installments over the period from June 30, 2014 to June 30, 2023. 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 and the 6% royalty on revenue, is equal to twice the amount of funding received. As of March 31, 2022, the grant balance repayable was $61,026. In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000. Per the terms of the agreement, €181,500 of the grant is to be repaid by installments 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 and the 3.53% royalty on revenue, is equal to the amount of funding received. As of March 31, 2022, the grant balance repayable was $119,102. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €929,433. Per the terms of the agreement, €278,830 of the grant is to be repaid by installments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% 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 €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received. As of March 31, 2022, the grant balance repayable was $51,530. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €495,000. Per the terms of the agreement, €148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% 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 €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. As of March 31, 2022, the grant balance repayable was $57,348. As of March 31, 2022, the total grant balance repayable was $289,006 and the payments remaining were as follows: 2022 $ 43,195 2023 $ 41,537 2024 $ 18,026 2025 $ 19,842 2026 $ 26,081 Greater than 5 years $ 140,325 Total Grants Repayable $ 289,006 d) Long-Term Debt In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 with a fixed interest rate of 4.85%, maturing in December 2023. As of March 31, 2022, the principal balance payable was $146,891. In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing in December 2031. As of March 31, 2022, the principal balance payable was $209,267. In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing in September 2024. As of March 31, 2022, €1 million had been drawn down under this agreement and the principal balance payable was $665,738. In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.0%, maturing in June 2022. As of March 31, 2022, the principal balance payable was $42,250. In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.80%, maturing in September 2024. As of March 31, 2022, the principal balance payable was $405,646. On October 13, 2020, the Company entered into a 10-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031. As of March 31, 2022, the amount that has been drawn down under this agreement was €761,106, representing a principal balance payable of $844,496. On November 23, 2021, the Company entered into a 3 ½ year loan agreement with SOFINEX for a maximum of €450,000 with fixed interest rate of 5.00%, maturing June 2025. As of March 31, 2022, the amount that has been drawn down under this agreement was €450,000, representing a principal balance payable of $499,304. On February 5, 2022, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $620,549 with fixed interest rate of 3.57%, maturing November 2022. As of March 31, 2022, the amount that has been drawn down under this agreement was $620,549 and the principal balance payable was $551,599. As of March 31, 2022, the total balance for long-term debt payable was $3,365,191 and the payments remaining were as follows: 2022 $ 1,250,098 2023 $ 818,927 2024 $ 669,827 2025 $ 221,222 2026 $ 136,460 Greater than 5 years $ 598,386 Total $ 3,694,920 Less: Amount representing interest $ (329,729 ) Total Long-Term Debt $ 3,365,191 e) Collaborative Agreement Obligations In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a five-year period for €400,000. As of March 31, 2022, $221,913 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 three-year period for a cost to the Company of up to $2.55 million payable over such period. As of March 31, 2022, $510,000 is still to be paid by the Company under this agreement. In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a five-year period for a cost to the Company of up to $400,000 payable over such period. As of March 31, 2022, $18,994 is still to be paid by the Company under this agreement. On September 16, 2020, the Company entered into a research agreement for the bioinformatic analysis of cell-free DNA fragments from whole-genome sequencing with the Hebrew University of Jerusalem for six months for a cost to the Company of €54,879. Subsequently the parties entered into an amendment to the agreement with an additional cost to the Company of €155,115. As of March 31, 2022, $16,771 is still to be paid by the Company under the amended agreement. As of March 31, 2022, the total amount to be paid for future research and collaboration commitments was approximately $767,678 and the payments remaining were as follows: 2022 - remaining $ 767,678 2022 - 2026 $ - Total Collaborative Agreement Obligations $ 767,678 f) Other Commitments Volition Vet On October 25, 2019, the Company entered into an agreement with TAMU for provision of in kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date. As of March 31, 2022, TAMU has a 12.5% equity interest in Volition Vet. Volition Germany On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH (“Octamer”), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”). Upon considering the definition of a business, as defined in ASC 805 “Business Combinations,” paragraph 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, the Company has 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, described below, rather than accounting for the transaction as a business combination. 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). During the year ended December 31, 2021, an amount of €43,152 was paid in full settlement of the amount due. The Company has no further financial obligations under the transaction agreement. In connection with the transaction agreement, the Company also entered into a two-year Managing Director’s agreement with the founder of Octamer to continue to manage Volition Germany for a payment of €288,000 payable in equal monthly installments over such two-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’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 five years post-closing. The Company recorded approximately $753,000 in compensation expense during the year 2020, as a result of cash paid, holdback liability, stock issued and assumption of expenses. As of March 31, 2022, $nil is still to be paid by the Company under the Managing Director’s agreement and $217 is payable under the 6% royalty agreement on sales to date (towards the Company’s aggregate minimum royalty obligation of $134,217). Volition America On November 3, 2020, the Company entered into a professional services master agreement with Diagnostic Oncology CRO, LLC to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services. Under the terms of the agreement Diagnostic Oncology CRO, LLC will provide ad hoc consulting assistance on a project-by-project basis related to the review and assessment of existing data and information to prepare recommended intended use claims and coverage/reimbursement plans to support the preparation of FDA pre-submissions, clinical trial protocol development and study administration, and potential 510k regulatory marketing submissions of the Company’s diagnostic tests, including those proposed for use as an adjunct diagnostic tool for common and aggressive forms of Non-Hodgkin’s Lymphoma. The initial projects contemplated by the agreement relating to Non-Hodgkin’s Lymphoma obligate the Company to pay in aggregate of up to $2.9 million over a period of 22 months. Such payment obligations are on a project-by-project basis as deliverables are executed and subject to certain terms and conditions. Additionally, the Company may terminate the agreement or any project with or without cause upon at least 30 days’ prior written notice. Unless earlier terminated, the term of the agreement is until December 31, 2025 or such later date as when all projects have been completed. As of March 31, 2022, $9,588 is payable by Company for services rendered under the agreement. g) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. h) Commitments in Respect of Corporate Goals and Performance-Based Awards In August 2021 and October 2021 the Compensation Committee of the Board of Directors approved the granting of equity-based awards under the 2015 Stock Incentive Plan as well as cash bonuses, vesting upon achievement of certain corporate goals focused around product development and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. Conditional upon the achievement by July 1, 2022 of all specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipient, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipient. The Company estimates the total compensation expense based on current recipients to be $805,840. As of March 31, 2022, the Company has accrued compensation expense of $601,000 based on the probable outcomes related to the prescribed performance targets. As discussed in detail in Note 8 - Stock-Based Compensation, As of March 31, 2022, the Company has recognized compensation expense of $941,848 in relation to such stock options and $803,207 in relation to such restricted stock units, based on the probable outcomes related to the prescribed performance targets on the outstanding awards. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Note 9 - Subsequent Events | No te 9 – Subsequent Events RSU and Warrant Grants Effective April 4, 2022, the Company granted RSUs of 32,000 shares of common stock to employees of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. The RSUs shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service, and will result in total compensation expense of $94,400. Effective April 4, 2022, the Company granted RSUs of 104,000 shares of common stock to employees of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. The RSUs shall vest in three equal installments at 12 months, 24 months and 36 months from the grant date, subject to continued service, and will result in total compensation expense of $306,800. Effective April 4, 2022, the Company granted a warrant to purchase 54,000 shares of common stock to a Company employee for services to the Company and/or its subsidiaries. This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share. The Company has calculated the estimated fair market value of this warrant at $80,901, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $2.95, exercise price $3.05, 71.07% volatility, 2.53% risk-free rate, and no forfeiture rate. Subsequent to March 31, 2022, 76,250 RSUs vested and resulted in the issuance of 56,712 shares of common stock (the remaining 19,538 shares of common stock were withheld for taxes and returned as authorized and unissued shares under the 2015 Stock Incentive Plan). Equity Distribution Agreements Termination of Equity Distribution Agreement Effective May 7, 2022, the Company terminated its 2021 EDA and no further sales of the Company’s common stock will be made under the 2021 EDA. From April 1, 2022 to May 7, 2022, the Company made no additional sales under the 2021 EDA. END NOTES TO FINANCIALS |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and March 31, 2021, respectively, are unaudited. 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, 2022, and our results of operations and cash flows for the periods ended March 31, 2022 and March 31, 2021, respectively. The results of operations for the periods ended March 31, 2022 and March 31, 2021, 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, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022. |
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, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of 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 could be affected. |
Cash And Cash Equivalents | For the purposes of the statements of cash flows, the Company considers interest bearing deposits with original maturity dates 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. As of March 31, 2022, cash and cash equivalents totaled approximately $23.7 million, of which $10.2 million was held in an overnight money market account. |
Principles Of Consolidation | The accompanying condensed consolidated financial statements for the period ended March 31, 2022 include the accounts of the Company and its subsidiaries. The Company has two wholly-owned subsidiaries Singapore Volition Pte. Limited (“Singapore Volition”) and Volition Global Services SRL (“Volition Global”). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SRL (“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 one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f) for more information regarding Volition Vet, Volition Germany and Volition America. All intercompany balances and transactions have been eliminated in consolidation. |
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. As of March 31, 2022, the accounts receivable balance was $72,371 and the allowance for doubtful debts was $nil. |
Revenue Recognition | The Company adopted Accounting Standards Codification (“ASC”)606, “ Revenue from Contracts with Customers,” The Company generates product revenues from the sale of its Nu.Q ® ® 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 Customers 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 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” 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. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations. 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. |
Deferred Revenue (contract Liabilities) And Contract Assets | Deferred revenue consists of amounts for which we have an unconditional right to bill, and/or amounts for which payment has been received–including non-refundable amounts, but have not been recognized as revenue because the related performance obligations are deemed incomplete. As at March 31, 2022, the Company recorded $10.0 million as deferred revenue in respect of a non-refundable payment received in relation to a licensing and product supply agreement with Heksa Corporation. As at March 31, 2021, the Company recorded $nil deferred revenue. Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of March 31, 2022. |
Basic And Diluted Net Loss Per Share | The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of March 31, 2022, 6,346,268 potential common shares equivalents from warrants, options, and restricted stock units (“RSUs”) were excluded from the diluted EPS calculations as their effect is anti-dilutive. |
Foreign Currency Translation | The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions” |
Research And Development | In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $3.6 million and $3.9 million during the three-months ended March 31, 2022, and March 31, 2021, respectively. |
Stock-based Compensation | The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation” |
Reclassification | Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts in Part I, Item 2. “ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Covid-19 Pandemic Impact | As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions that could impact our clinical trials, including delays enrolling patients and in sample collection. The extent to which the COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Schedule Of Property And Equipment | March 31, 2022 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 589,517 445,310 144,207 Laboratory equipment 5 years 3,019,021 1,531,605 1,487,416 Office furniture and equipment 5 years 309,799 219,544 90,255 Buildings 30 years 2,123,879 255,424 1,868,455 Building improvements 5-15 years 1,268,648 271,064 997,584 Land Not amortized 133,148 - 133,148 7,444,012 2,722,947 4,721,065 December 31, 2021 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 599,944 474,169 125,775 Laboratory equipment 5 years 3,032,108 1,434,347 1,597,761 Office furniture and equipment 5 years 293,427 213,244 80,183 Buildings 30 years 2,177,641 243,750 1,933,891 Building improvements 5-15 years 1,293,258 256,309 1,036,949 Land Not amortized 136,518 - 136,518 7,532,896 2,621,819 4,911,077 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets | |
Schedule Of Intangible Assets | March 31, 2022 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,135,896 960,505 175,391 December 31, 2021 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,178,135 961,259 216,876 |
Schedule Of Annual Estimated Amortization | 2022 $ 64,991 2023 $ 86,655 2024 $ 23,745 Total Intangible Assets $ 175,391 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation (Tables) | |
Summary Of Changes In Warrants Outstanding | Weighted Average Number of Warrants Exercise Price ($) Outstanding at December 31, 2021 485,000 3.88 Granted - - Outstanding at March 31, 2022 485,000 3.88 Exercisable at March 31, 2022 485,000 3.88 |
Summarizing The Warrants Issued And Outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 125,000 125,000 2.47 0.91 308,750 50,000 50,000 3.45 3.92 172,500 125,000 125,000 3.95 4.76 493,750 185,000 185,000 4.90 4.84 906,500 485,000 485,000 1,881,500 |
Summarizes The Changes In Options Outstanding | Weighted Average Number of Options Exercise Price ($) Outstanding at December 31, 2021 5,027,518 3.87 Granted - - Exercised - - Expired/Cancelled - - Outstanding at March 31, 2022 5,027,518 3.87 Exercisable at March 31, 2022 3,937,518 4.00 |
Summarizing The Options Issued And Outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 635,000 635,000 3.25 2.87 2,063,750 2,717 2,717 3.35 1.42 9,102 1,060,000 10,000 3.40 9.35 3,604,000 800,000 760,000 3.60 8.10 2,880,000 1,682,837 1,682,837 4.00 4.51 6,731,348 11,801 11,801 4.35 1.20 51,334 89,163 89,163 4.38 5.82 390,534 50,000 50,000 4.80 4.76 240,000 696,000 696,000 5.00 4.99 3,480,000 5,027,518 3,937,518 19,450,068 Number of Weighted Average RSUs Share Price ($) Outstanding at December 31, 2021 810,750 3.33 Granted 38,000 2.81 Vested/Settled (15,000 ) 3.59 Cancelled - - Outstanding at March 31, 2022 833,750 3.30 |
Summarizing The Rsus Issued And Outstanding Maturity Life | Weighted Average Remaining Number Share Contractual Outstanding Price ($) Life (Years 30,000 2.81 1.42 8,000 2.83 1.36 39,809 3.04 1.01 610,191 3.31 0.86 38,000 3.32 0.94 23,000 3.38 1.21 43,500 3.51 1.09 26,250 3.52 0.04 15,000 3.59 0.98 833,750 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Schedule Of Future Minimum Lease Payments Under Financing Leases | 2022 $ 44,760 2023 $ 59,680 2024 $ 59,679 2025 $ 59,679 2026 $ 59,680 Greater than 5 years $ 320,764 Total $ 604,242 Less: Amount representing interest $ (70,896 ) Present value of minimum lease payments $ 533,346 |
Schedule Of Future Minimum Lease Payments Under Operating Leases | 2022 $ 206,063 2023 $ 266,837 2024 $ 166,837 2025 $ 120,887 2026 $ 120,400 Total Operating Lease Obligations $ 881,024 Less: Amount representing interest $ (37,581 ) Present Value of minimum lease payments $ 843,443 |
Schedule Of Recognized In Short-term Lease Costs | 2022 $ 23,037 Total Operating Lease Liabilities $ 23,037 |
Schedule Of Annual Payments Of Collaborative Cgreement Obligations | 2022 - remaining $ 767,678 2022 - 2026 $ - Total Collaborative Agreement Obligations $ 767,678 |
Schedule Of Grants Repayable | 2022 $ 43,195 2023 $ 41,537 2024 $ 18,026 2025 $ 19,842 2026 $ 26,081 Greater than 5 years $ 140,325 Total Grants Repayable $ 289,006 |
Schedule Of Long-term Debt Payable | 2022 $ 1,250,098 2023 $ 818,927 2024 $ 669,827 2025 $ 221,222 2026 $ 136,460 Greater than 5 years $ 598,386 Total $ 3,694,920 Less: Amount representing interest $ (329,729 ) Total Long-Term Debt $ 3,365,191 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Research And Development Expenses | $ 3,600,000 | $ 3,900,000 | ||
Cash And Cash Equivalent | 23,732,379 | $ 33,061,711 | $ 20,581,313 | $ 19,444,737 |
Deferred Revenue | 10,000,000 | 12,512 | ||
Accounts Receivable | $ 72,371 | $ 12,510 | ||
Warrants And Options [Member] | ||||
Potentially Dilutive Securities Excluded From The Computation Of Eps | 6,346,268 | |||
Money Market Funds [Member] | ||||
Cash And Cash Equivalent | $ 10,200,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Going Concern | |
Net Loss Since Inception | $ 144.6 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Cost | $ 7,444,012 | $ 7,532,896 |
Accumulated Depreciation | 2,722,947 | 2,621,819 |
Net Carrying Value | 4,721,065 | 4,911,077 |
Land [Member] | ||
Cost | 133,148 | 136,518 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 133,148 | $ 136,518 |
Useful Life | 0 years | 0 years |
Computer Hardware And Software [Member] | ||
Cost | $ 589,517 | $ 599,944 |
Accumulated Depreciation | 445,310 | 474,169 |
Net Carrying Value | $ 144,207 | $ 125,775 |
Useful Life | 3 years | 3 years |
Laboratory Equipment [Member] | ||
Cost | $ 3,019,021 | $ 3,032,108 |
Accumulated Depreciation | 1,531,605 | 1,434,347 |
Net Carrying Value | $ 1,487,416 | $ 1,597,761 |
Useful Life | 5 years | 5 years |
Office Furniture and Equipment [Member] | ||
Cost | $ 309,799 | $ 293,427 |
Accumulated Depreciation | 219,544 | 213,244 |
Net Carrying Value | $ 90,255 | $ 80,183 |
Useful Life | 5 years | 5 years |
Buildings [Member] | ||
Cost | $ 2,123,879 | $ 2,177,641 |
Accumulated Depreciation | 255,424 | 243,750 |
Net Carrying Value | $ 1,868,455 | $ 1,933,891 |
Useful Life | 30 years | 30 years |
Building Improvements [Member] | ||
Cost | $ 1,268,648 | $ 1,293,258 |
Accumulated Depreciation | 271,064 | 256,309 |
Net Carrying Value | $ 997,584 | $ 1,036,949 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | ||
Depreciation Expense | $ 202,423 | $ 204,049 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Net Carrying Value | $ 175,391 | $ 216,876 |
Patents [Member] | ||
Cost | 1,135,896 | 1,178,135 |
Accumulated Amortization | 960,505 | 961,259 |
Net Carrying Value | $ 175,391 | $ 216,876 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets | ||
2022 | $ 64,991 | |
2023 | 86,655 | |
2024 | 23,745 | |
Total Intangible Assets | $ 175,391 | $ 216,876 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Amortization Expense | $ 21,887 | $ 23,293 |
Minimum [Member] | Patents And Intellectual Property [Member] | ||
Amortization Of Long-lived Asset On Straight Line Basis | 8 years | |
Maximum [Member] | Patents And Intellectual Property [Member] | ||
Amortization Of Long-lived Asset On Straight Line Basis | 20 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 28, 2022 | Sep. 24, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Restricted Vested Stock | 15,000 | |||
Issuance Of Common Stock From Settlement Of Rsu | 15,000 | |||
Common Stock, Shares Issued | 53,790,261 | 53,772,261 | ||
Common Stock, Shares Outstanding | 53,790,261 | 53,772,261 | ||
Common Stock Price Per Sahres | $ 0.001 | $ 0.001 | ||
Commision And Fees | $ 9,464 | |||
Common Stock Sold | 3,000 | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||
Equity Distribution Agreement [Member] | ||||
Aggeregate Share Of Common Stock Offering Price | $ 25,000,000 | |||
Inception [Member] | ||||
Commision And Fees | $ 700,000 | |||
Common Stock Sold | 193,600 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number Of Warrants Outstanding Beginning Balance | shares | 485,000 |
Number Of Warrants Outstanding Ending Balance | shares | 485,000 |
Number Of Warrants Exercisable | shares | 485,000 |
Weighted Average Exercise Price Outstanding Balance | $ 3.88 |
Weighted Average Exercise Price Granted | 0 |
Weighted Average Exercise Price Ending Balance | 3.88 |
Weighted Average Exercise Price Exercisable | $ 3.88 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details 1) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Warrants [Member] | |
Number Exercisable | 485,000 |
Number Outstanding | 485,000 |
Proceeds To Company If Exercised | $ | $ 1,881,500 |
Warrant One [Member] | |
Weighted Average Remaining Contractual Life (years) | 10 months 28 days |
Number Exercisable | 125,000 |
Number Outstanding | 125,000 |
Proceeds To Company If Exercised | $ | $ 308,750 |
Exercise Price | $ / shares | $ 2.47 |
Warrant Two [Member] | |
Weighted Average Remaining Contractual Life (years) | 3 years 11 months 1 day |
Number Exercisable | 50,000 |
Number Outstanding | 50,000 |
Proceeds To Company If Exercised | $ | $ 172,500 |
Exercise Price | $ / shares | $ 3.45 |
Warrant Three [Member] | |
Weighted Average Remaining Contractual Life (years) | 4 years 9 months 3 days |
Number Exercisable | 125,000 |
Number Outstanding | 125,000 |
Proceeds To Company If Exercised | $ | $ 493,750 |
Exercise Price | $ / shares | $ 3.95 |
Warrants Four [Member] | |
Weighted Average Remaining Contractual Life (years) | 4 years 10 months 2 days |
Number Exercisable | 185,000 |
Number Outstanding | 185,000 |
Proceeds To Company If Exercised | $ | $ 906,500 |
Exercise Price | $ / shares | $ 4.90 |
Stock Based Compensation (Det_3
Stock Based Compensation (Details 2) - Option Four [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Number Of Options Outstanding Beginning Balance | 5,027,518 |
Granted | 0 |
Exercised | 0 |
Number Of Expired/cancelled | $ | $ 0 |
Number Of Option Outstanding Ending Balance | 5,027,518 |
Number Of Options Exercisable | 3,937,518 |
Weighted Average Exercise Price Outstanding Beginning Balance | $ / shares | $ 3.87 |
Weighted Average Exercise Price Outstanding Granted | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Expires/cancelled | $ / shares | $ 0 |
Weighted Average Exercise Price Outstanding Ending Balance | 3 |
Weighted Average Exercise Price Exercisable Balance | $ / shares | $ 4 |
Stock Based Compensation (Det_4
Stock Based Compensation (Details 3) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Option Four [Member] | |
Number Exercisable, Shares | 760,000 |
Number Outstanding, Shares | 800,000 |
Proceeds To Company If Exercised | $ | $ 2,880,000 |
Exercise Price | $ / shares | $ 3.60 |
Weighted Average Remaining Contractual Life (years) | 8 years 1 month 6 days |
Options One [Member] | |
Number Exercisable, Shares | 635,000 |
Number Outstanding, Shares | 635,000 |
Proceeds To Company If Exercised | $ | $ 2,063,750 |
Exercise Price | $ / shares | $ 3.25 |
Weighted Average Remaining Contractual Life (years) | 2 years 10 months 13 days |
Option Two [Member] | |
Number Exercisable, Shares | 2,717 |
Number Outstanding, Shares | 2,717 |
Proceeds To Company If Exercised | $ | $ 9,102 |
Exercise Price | $ / shares | $ 3.35 |
Weighted Average Remaining Contractual Life (years) | 1 year 5 months 1 day |
Option Three [Member] | |
Number Exercisable, Shares | 10,000 |
Number Outstanding, Shares | 1,060,000 |
Proceeds To Company If Exercised | $ | $ 3,604,000 |
Exercise Price | $ / shares | $ 3.40 |
Weighted Average Remaining Contractual Life (years) | 9 years 4 months 6 days |
Option Five [Member] | |
Number Exercisable, Shares | 1,682,837 |
Number Outstanding, Shares | 1,682,837 |
Proceeds To Company If Exercised | $ | $ 6,731,348 |
Exercise Price | $ / shares | $ 4 |
Weighted Average Remaining Contractual Life (years) | 4 years 6 months 3 days |
Option Six [Member] | |
Number Exercisable, Shares | 11,801 |
Number Outstanding, Shares | 11,801 |
Proceeds To Company If Exercised | $ | $ 51,334 |
Exercise Price | $ / shares | $ 4.35 |
Weighted Average Remaining Contractual Life (years) | 1 year 2 months 12 days |
Option Seven [Member] | |
Number Exercisable, Shares | 89,163 |
Number Outstanding, Shares | 89,163 |
Proceeds To Company If Exercised | $ | $ 390,534 |
Exercise Price | $ / shares | $ 4.38 |
Weighted Average Remaining Contractual Life (years) | 5 years 9 months 25 days |
Option Eight [Member] | |
Number Exercisable, Shares | 50,000 |
Number Outstanding, Shares | 50,000 |
Proceeds To Company If Exercised | $ | $ 240,000 |
Exercise Price | $ / shares | $ 4.80 |
Weighted Average Remaining Contractual Life (years) | 4 years 9 months 3 days |
Option Nine [Member] | |
Number Exercisable, Shares | 696,000 |
Number Outstanding, Shares | 696,000 |
Proceeds To Company If Exercised | $ | $ 3,480,000 |
Exercise Price | $ / shares | $ 5 |
Weighted Average Remaining Contractual Life (years) | 4 years 11 months 26 days |
Total Option [Member] | |
Number Exercisable, Shares | 3,937,518 |
Number Outstanding, Shares | 5,027,518 |
Proceeds To Company If Exercised | $ | $ 19,450,068 |
Stock Based Compensation (Det_5
Stock Based Compensation (Details 4) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number Of Rsus Outstanding Begining Balance | shares | 810,750 |
Granted | shares | 38,000 |
Vested | shares | (15,000) |
Cancelled | shares | 0 |
Number Of Rsus Outstanding Ending Balance | shares | 833,750 |
Share Price Beginning Balance | $ / shares | $ 3.33 |
Share Price Granted | $ / shares | 2.81 |
Share Price Vested | $ / shares | 3.59 |
Cancelled Net | $ / shares | 0 |
Share Price Ending Balance | $ / shares | $ 3.30 |
Stock Based Compensation (Det_6
Stock Based Compensation (Details 5) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number Of Stock Outstanding Balance | 833,750 |
Option Four [Member] | |
Number Of Stock Outstanding Balance | 610,191 |
Share Price | $ / shares | $ 3.31 |
Weighted Average Remaining Contractual Life (years) | 10 months 9 days |
Options One [Member] | |
Number Of Stock Outstanding Balance | 30,000 |
Share Price | $ / shares | $ 2.81 |
Weighted Average Remaining Contractual Life (years) | 1 year 5 months 1 day |
Option Two [Member] | |
Number Of Stock Outstanding Balance | 8,000 |
Share Price | $ / shares | $ 2.83 |
Weighted Average Remaining Contractual Life (years) | 1 year 4 months 9 days |
Option Three [Member] | |
Number Of Stock Outstanding Balance | 39,809 |
Share Price | $ / shares | $ 3.04 |
Weighted Average Remaining Contractual Life (years) | 1 year 3 days |
Option Five [Member] | |
Number Of Stock Outstanding Balance | 38,000 |
Share Price | $ / shares | $ 3.32 |
Weighted Average Remaining Contractual Life (years) | 11 months 8 days |
Option Six [Member] | |
Number Of Stock Outstanding Balance | 23,000 |
Share Price | $ / shares | $ 3.38 |
Weighted Average Remaining Contractual Life (years) | 1 year 2 months 15 days |
Option Seven [Member] | |
Number Of Stock Outstanding Balance | 43,500 |
Share Price | $ / shares | $ 3.51 |
Weighted Average Remaining Contractual Life (years) | 1 year 1 month 2 days |
Option Eight [Member] | |
Number Of Stock Outstanding Balance | 26,250 |
Share Price | $ / shares | $ 3.52 |
Weighted Average Remaining Contractual Life (years) | 14 days |
Option Nine [Member] | |
Number Of Stock Outstanding Balance | 15,000 |
Share Price | $ / shares | $ 3.59 |
Weighted Average Remaining Contractual Life (years) | 11 months 23 days |
Stock Based Compensation (Det_7
Stock Based Compensation (Details Narrative) - USD ($) | Feb. 08, 2022 | Mar. 28, 2022 | Mar. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Stock Compensation Expenses | $ 39,013 | $ 148,364 | |||
Weighted Average Remaining Contractual Life | 3 years 8 months 15 days | ||||
Compensation Cost Related To Non-vested Warrants | $ 67,500 | ||||
Issued Of Common Stock From Settlement Of Rsu | 15,000 | ||||
Restricted Vested Stock | 15,000 | ||||
February 8, 2022 [Member] | |||||
Common Stock Shares Issuable Upon Exercise Of Warrants | 8,000 | ||||
Total Compensation Expense | $ 22,640 | ||||
March 1, 2022 [Member] | |||||
Common Stock Shares Issuable Upon Exercise Of Warrants | 30,000 | ||||
Total Compensation Expense | $ 84,300 | ||||
Options Held [Member] | |||||
Stock Compensation Expenses | $ 394,053 | 355,076 | |||
Options Held [Member] | March 28, 2022 [Member] | |||||
Rsus Vested Shares | 15,000 | ||||
Options Held [Member] | 2015 Equity Incentive Plan [Member] | |||||
Weighted Average Remaining Contractual Life | 6 years | ||||
Compensation Cost Related To Non-vested Warrants | $ 1,064,229 | ||||
Term | 1 year 6 months 3 days | ||||
Common Stock Shares Reserved For Future Issuance | 336,352 | ||||
Common Stock, Shares Authorized | 6,000,000 | ||||
Restricted Stock Units [Member] | |||||
Stock Compensation Expenses | $ 481,962 | $ 51,902 | |||
Weighted Average Remaining Contractual Life | 11 months 1 day | ||||
Compensation Cost Related To Non-vested Warrants | $ 1,435,500 | ||||
Issued Of Common Stock From Settlement Of Rsu | 15,000 | ||||
Restricted Vested Stock | 15,000 | ||||
Intrinsic Value | $ 7,440 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Mar. 31, 2022USD ($) |
2022 | $ 44,760 |
2023 | 59,680 |
2024 | 59,679 |
2025 | 59,679 |
2026 | 59,680 |
Greater Than 5 Years | 320,764 |
Total | 604,242 |
Less: Amount Representing Interest | (70,896) |
Present Value Of Minimum Lease Payments | $ 533,346 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Mar. 31, 2022USD ($) |
Total Operating Lease Obligations | $ 843,443 |
Operating Lease Right of Use Obligations [Member] | |
2022 | 206,063 |
2023 | 266,837 |
2024 | 166,837 |
2025 | 120,887 |
2026 | 120,400 |
Total Operating Lease Obligations | 881,024 |
Less: Amount Representing Interest | (37,581) |
Present Value Of Minimum Lease Payments | $ 843,443 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Mar. 31, 2022USD ($) |
Total Operating Lease Liabilities | $ 843,443 |
Short Term Office Leases [Member] | |
2022 | 23,037 |
Total Operating Lease Liabilities | $ 23,037 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - Grants Repayable [Member] | Mar. 31, 2022USD ($) |
2022 | $ 43,195 |
2023 | 41,537 |
2024 | 18,026 |
2025 | 19,842 |
2026 | 26,081 |
Greater Than 5 Years | 140,325 |
Total Grants Repayable | $ 289,006 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) | Mar. 31, 2022USD ($) |
Commitments and Contingencies | |
2022 | $ 1,250,098 |
2023 | 818,927 |
2024 | 669,827 |
2025 | 221,222 |
2026 | 136,460 |
Greater Than 5 Years | 598,386 |
Total | 3,694,920 |
Less: Amount Representing Interest | (329,729) |
Total Long-term Debt | $ 3,365,191 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Mar. 31, 2022USD ($) |
Commitments and Contingencies | |
2022 | $ 767,678 |
2022 - 2026 | 0 |
Total Collaborative Agreement Obligations | $ 767,678 |
Commitments and Contingencies_8
Commitments and Contingencies (Details Narrative) | Nov. 03, 2020 | Dec. 13, 2019USD ($)$ / sharesshares | Dec. 13, 2019EUR (€)shares | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Mar. 31, 2022EUR (€) | Dec. 31, 2021USD ($) |
Initial Rent, In Month | $ 7,642 | ||||||
Right Of Use Assets In Exchange For Right Of Use Liabilities | 461,341 | ||||||
Payable By Company For Services Rendered | 9,588 | ||||||
Stock Option Expenses | 803,207 | ||||||
Payments For Future Research And Collobration | 767,678 | ||||||
Aggerate Amount Payable, Description | the Company to pay in aggregate of up to $2.9 million over a period of 22 months | ||||||
Long Term Debt Payable | 3,365,191 | ||||||
Grant Repyable | 289,006 | ||||||
Operating Lease Right-of-use Assets | 830,257 | $ 383,551 | |||||
Operating Lease Liabilities | 843,443 | ||||||
Short Term Lease Costs | 20,854 | ||||||
Finance Lease Obligations [Member] | |||||||
Lease Payable | 604,242 | ||||||
Operating Lease Right of Use Obligations [Member] | |||||||
Operating Lease Liabilities | $ 881,024 | ||||||
Weighted Average Discount Rate | 2.45% | 2.45% | |||||
Weighted Average Remaining Lease Term | 35 years | 35 years | |||||
Payment Of Lease Liabilities | $ 55,975 | ||||||
Operating Lease Expense | 72,865 | ||||||
Stock Incentive Plan [Member] | |||||||
Stock Option Expenses | 941,848 | ||||||
Restricted Stock | 500,000 | ||||||
Total Of Stock Option | 1,000,000 | ||||||
Managing Director's Agreement [Member] | |||||||
Amount Payable | 217 | ||||||
Royalty Payment | $ 134,217 | ||||||
Royality | 6.00% | 6.00% | |||||
Payable In Equal Monthly Installments | € | € 288,000 | ||||||
Stock Based Compensation Expenses | $ 753,000 | ||||||
August 2021 [Member] | |||||||
Compensation Expenses | 805,840 | ||||||
Accrued Compensation | 601,000 | ||||||
In 2018 [Member] | Walloon Region Government [Member] | Colorectal Cancer Research Agreement [Member] | |||||||
Amount Repayable | $ 119,102 | ||||||
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 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 and the 3.53% royalty on revenue, is equal to the amount of funding received | |||||
Repayment Of Grants | € | 181,500 | ||||||
Royality On Revenue | 3.53% | 3.53% | |||||
Grant Receivable | € | 605,000 | ||||||
Grant Repaid By Installments | over 12 years | over 12 years | |||||
In 2018 [Member] | BNP Paribas leasing solutions [Member] | Finance Lease Obligations [Member] | |||||||
Amount Payable | $ 0 | ||||||
Purchase Price For The Property | € | € 25,000 | ||||||
Maturity Date | January 2022 | January 2022 | |||||
Implicit Interest | 1.35% | 1.35% | |||||
Leased Equipment Amortized Term | 5 years | 5 years | |||||
In 2018 [Member] | Clinical Study Research Agreement [Member] | University of Taiwan [Member] | |||||||
Collaborative Obligations Amount Due | $ 510,000 | ||||||
Lease Agreement Expire Period | three-year | three-year | |||||
Collaborative Obligations Amount | $ 2,550,000 | ||||||
In 2010 [Member] | Walloon Region Government [Member] | |||||||
Amount Repayable | $ 61,026 | ||||||
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 and the 6% royalty on revenue, is equal to 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 and the 6% royalty on revenue, is equal to twice the amount of funding received | |||||
Repayment Of Grants | € | € 314,406 | ||||||
Royality On Revenue | 6.00% | 6.00% | |||||
Grant Receivable | € | 1,050,000 | ||||||
In 2020 [Member] | Walloon Region Government [Member] | |||||||
Amount Repayable | $ 57,348 | ||||||
Terms Of Agreement Description | it is due to pay a 2.89% 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 €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received | it is due to pay a 2.89% 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 €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received | |||||
Repayment Of Grants | € | 148,500 | ||||||
Royality On Revenue | 2.89% | 2.89% | |||||
Grant Receivable | € | 495,000 | ||||||
Grant Repaid By Installments | over 10 years | over 10 years | |||||
In 2020 [Member] | Walloon Region Government [Member] | Colorectal Cancer Research Agreement [Member] | |||||||
Amount Repayable | $ 51,530 | ||||||
Terms Of Agreement Description | it is due to pay a 4.34% 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 €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | it is due to pay a 4.34% 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 €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | |||||
Repayment Of Grants | € | 278,830 | ||||||
Royality On Revenue | 4.34% | 4.34% | |||||
Grant Receivable | € | 929,433 | ||||||
Grant Repaid By Installments | over 15 years | over 15 years | |||||
In 2016 [Member] | ING [Member] | Long-term Debt [Member] | |||||||
Purchase Price For The Property | € | € 1,120,000 | ||||||
Maturity Date | May 2031 | May 2031 | |||||
Fixed Interest Rate On Lease | 2.62% | 2.62% | |||||
Lease Payable | $ 533,346 | ||||||
In 2016 [Member] | Loan Agreement [Member] | ING [Member] | Long-term Debt [Member] | |||||||
Maturity Date | December 2031 | December 2031 | |||||
Fixed Interest Rate | 2.62% | 2.62% | |||||
Repayment Of Long-term Loan Amount | € | € 270,000 | ||||||
Principal Balance Payable | $ 209,267 | ||||||
Loan Agreement Term | 15 years | 15 years | |||||
In 2016 [Member] | Loan Agreement [Member] | Namur Invest [Member] | Long-term Debt [Member] | |||||||
Maturity Date | December 2023 | December 2023 | |||||
Fixed Interest Rate | 4.85% | 4.85% | |||||
Repayment Of Long-term Loan Amount | € | € 440,000 | ||||||
Loan Agreement Term | 7 years | 7 years | |||||
Total Long-term Debt | $ 146,891 | ||||||
In 2016 [Member] | Research Co-operation Agreement [Member] | DKFZ [Member] | |||||||
Collaborative Obligations Amount Due | $ 221,913 | ||||||
Lease Agreement Expire Period | five-year | five-year | |||||
Collaborative Obligations Amount | € | € 400,000 | ||||||
February 5, 2022 [Member] | Loan Agreement [Member] | First Insurance Funding [Member] | Long-term Debt [Member] | |||||||
Maturity Date | November 2022 | November 2022 | |||||
Fixed Interest Rate | 3.57% | 3.57% | |||||
Repayment Of Long-term Loan Amount | € | € 620,549 | ||||||
Loan Agreement Term | 9 years | 9 years | |||||
Total Long-term Debt | $ 551,599 | ||||||
Agreement Under Amount | € | € 620,549 | ||||||
November 23, 2021 [Member] | Loan Agreement [Member] | SOFINEX [Member] | Long-term Debt [Member] | |||||||
Maturity Date | June 2025 | June 2025 | |||||
Fixed Interest Rate | 5.00% | 5.00% | |||||
Repayment Of Long-term Loan Amount | € | € 450,000 | ||||||
Loan Agreement Term | 3 years 5 months 30 days | 3 years 5 months 30 days | |||||
Total Long-term Debt | $ 499,304 | ||||||
Agreement Under Amount | € | € 450,000 | ||||||
In 2017 [Member] | Loan Agreement [Member] | SOFINEX [Member] | Long-term Debt [Member] | |||||||
Maturity Date | September 2024 | September 2024 | |||||
Fixed Interest Rate | 4.50% | 4.50% | |||||
Repayment Of Long-term Loan Amount | € | € 1,000,000 | ||||||
Loan Agreement Term | 7 years | 7 years | |||||
Total Long-term Debt | $ 665,738 | ||||||
In 2018 [Member] | Loan Agreement [Member] | Namur Innovation and Growth [Member] | Long-term Debt [Member] | |||||||
Maturity Date | June 2022 | June 2022 | |||||
Fixed Interest Rate | 4.00% | 4.00% | |||||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||||
Loan Agreement Term | 4 years | 4 years | |||||
Total Long-term Debt | $ 42,250 | ||||||
In 2019 [Member] | Loan Agreement [Member] | Namur Invest [Member] | Long-term Debt [Member] | |||||||
Maturity Date | September 2024 | September 2024 | |||||
Fixed Interest Rate | 4.80% | 4.80% | |||||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||||
Loan Agreement Term | 4 years | 4 years | |||||
Total Long-term Debt | $ 405,646 | ||||||
October 13, 2020 [Member] | Loan Agreement [Member] | Namur [Member] | Long-term Debt [Member] | |||||||
Maturity Date | March 2031 | March 2031 | |||||
Fixed Interest Rate | 4.00% | 4.00% | |||||
Repayment Of Long-term Loan Amount | € | € 830,000 | ||||||
Loan Agreement Term | 10 years | 10 years | |||||
Total Long-term Debt | $ 844,496 | ||||||
On September 16, 2020 [Member] | Bioinformatic Analytics Of Cell Free DNA [Member] | |||||||
Repayment Of Long-term Loan Amount | € | € 54,879 | ||||||
Total Long-term Debt | 16,771 | ||||||
Additional Cost Of Company | € | € 155,115 | ||||||
In 2019 [Member] | Collaborative Arrangement, Co-promotion [Member] | |||||||
Collaborative Obligations Amount Due | $ 18,994 | ||||||
Lease Agreement Expire Period | five-year | five-year | |||||
Collaborative Obligations Amount | $ 400,000 | ||||||
Research Collaboration Agreement Description | Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a five-year period for a cost to the Company of up to $400,000 payable over such period | Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a five-year period for a cost to the Company of up to $400,000 payable over such period | |||||
October 25, 2019 [Member] | TAMU [Member] | |||||||
Non-controlling Interest | 7.50% | 7.50% | |||||
Equity Interest | 12.50% | 12.50% | |||||
Additional Interest | 5.00% | 5.00% | |||||
January 10, 2020 [Member] | |||||||
Agrrement Liability | $ 6,535 | ||||||
Common Stock, Restricted Shares Issued In Exchange Of Purchased Outstanding Shares, Value | $ 333,969 | ||||||
Restricted Shares Issued | shares | 73,263 | 73,263 | |||||
Common Stock, Restricted Shares Issued In Exchange Of Purchased Outstanding Shares, Shares | shares | 73,263 | 73,263 | |||||
Weighted Trading Price Per Share | $ / shares | $ 4.56 | ||||||
Repayment Of Debt | € | € 350,000 | ||||||
Common Stock Adjusted Amount | $ 357,000 | ||||||
Holdback Period | 9 years | 9 years | |||||
Holdback Liabilities | $ 55,404 | ||||||
Net Liabilities | $ 43,152 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 04, 2022 | Mar. 31, 2022 |
Subsequent Event [Member] | Stock Options [Member] | ||
Common Stock Shares Issuable Upon Exercise Of Rights | 54,000 | |
Options Or Rights, Vesting Period Description | This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029 | |
Options Or Rights, Exercise Price | $ 3.05 | |
Options Or Rights Granted, Fair Value | $ 80,901 | |
Fair Value Assumptions, Term | 3 years 6 months | |
Share Exercise Price | $ 3.05 | |
Share Price | $ 2.95 | |
Fair Value Assumptions, Volatility Rate | 71.07% | |
Fair Value Assumptions, Risk Free Interest Rate | 2.53% | |
Restricted Stock Units [Member] | ||
Rsus Vested | 76,250 | |
Rsus Issued | 56,712 | |
Rsus Shares Withheld For Taxes | 19,538 | |
Restricted Stock Units Two [Member] | Subsequent Event [Member] | ||
Share Based Compensation Expense | $ 306,800 | |
Common Stock Shares Issuable Upon Exercise Of Rights | 104,000 | |
Restricted Stock Units One [Member] | Subsequent Event [Member] | ||
Share Based Compensation Expense | $ 94,400 | |
Common Stock Shares Issuable Upon Exercise Of Rights | 32,000 |