Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | HEMISPHERX BIOPHARMA INC | ||
Entity Central Index Key | 0000946644 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,981,748 | ||
Entity Common Stock, Shares Outstanding | 62,290,318 | ||
Trading Symbol | HEB | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 299 | $ 1,412 |
Marketable securities- unrestricted | 1,526 | 695 |
Funds receivable from sale of New Jersey net operating loss | 859 | |
Accounts receivable | 235 | 24 |
Assets held for sale | 764 | |
Prepaid expenses and other current assets | 880 | 610 |
Total current assets | 3,799 | 3,505 |
Property and equipment, net | 7,782 | 8,586 |
Patent and trademark rights, net | 912 | 858 |
Other assets | 1,352 | 1,258 |
Total assets | 13,845 | 14,207 |
Current liabilities: | ||
Accounts payable | 680 | 741 |
Accrued expenses | 1,005 | 1,966 |
Convertible note payable | 3,408 | |
Current portion of financing obligation | 199 | |
Total current liabilities | 5,292 | 2,707 |
Long-term liabilities: | ||
Note payable | 1,835 | |
Financing obligation arising from sale leaseback transaction (Note 19) | 2,318 | |
Redeemable warrants | 1,061 | 962 |
Commitments and contingencies (Notes 9,11,12,14, 15 and 19) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, authorized 5,000,000; issued and outstanding; none | ||
Common stock, par value $0.001 per share, authorized 350,000,000 shares; issued and outstanding 48,734,712 and 32,884,786, respectively | 49 | 33 |
Additional paid-in capital | 323,701 | 317,419 |
Other comprehensive income (loss) | (3) | 11 |
Accumulated deficit | (318,573) | (308,760) |
Total stockholders' equity | 5,174 | 8,703 |
Total liabilities and stockholders' equity | $ 13,845 | $ 14,207 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 48,734,712 | 32,884,786 |
Common stock, shares outstanding | 48,734,712 | 32,884,786 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total Revenues | $ 367 | $ 437 |
Costs and Expenses: | ||
Production costs | 884 | 1,183 |
Research and development | 4,778 | 4,098 |
General and administrative | 6,201 | 6,572 |
Total Costs and Expenses | 11,863 | 11,853 |
Operating loss | (11,496) | (11,416) |
Interest and other income (expense) | 46 | 88 |
Interest expense and finance costs | (502) | (139) |
Settlement of litigation | 474 | |
Fair value of convertible note adjustment | (582) | |
Redeemable warrants valuation adjustment | 1,165 | 2,417 |
Gain from sale of income tax operating losses | 859 | 791 |
Gain on sale of building | 223 | |
Net loss | (9,813) | (8,259) |
Other Comprehensive Income (Loss) | ||
Unrealized gain (loss) on securities | (23) | 33 |
Reclassification adjustments for realized gain (loss) on sales of short-term marketable securities and for impairment losses on investments included in net loss | 9 | (17) |
Net comprehensive loss | $ (9,827) | $ (8,243) |
Basic and diluted loss per share | $ (0.22) | $ (0.29) |
Weighted average shares outstanding basic and diluted | 44,189,217 | 28,676,076 |
US [Member] | ||
Revenues: | ||
Clinical treatment programs | $ 248 | $ 102 |
Europe [Member] | ||
Revenues: | ||
Clinical treatment programs | $ 119 | $ 335 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 24 | $ 315,980 | $ (5) | $ (300,501) | $ 15,498 |
Balance, shares at Dec. 31, 2016 | 24,202,921 | ||||
Shares sold at the market | $ 1 | 236 | 237 | ||
Shares sold at the market, shares | 678,275 | ||||
Common stock issuance, net of costs | $ 5 | 2,175 | 2,180 | ||
Common stock issuance, net of costs, shares | 4,646,205 | ||||
Other issuance | $ 2 | 896 | 898 | ||
Other issuance, shares | 2,241,979 | ||||
Equity-based compensation | $ 1 | 570 | 571 | ||
Equity-based compensation, shares | 1,115,406 | ||||
Redeemable warrants | (2,050) | (2,050) | |||
Deemed dividends | (388) | (388) | |||
Net comprehensive loss | 16 | (8,259) | (8,243) | ||
Balance at Dec. 31, 2017 | $ 33 | 317,419 | 11 | (308,760) | 8,703 |
Balance, shares at Dec. 31, 2017 | 32,884,786 | ||||
Shares sold at the market | $ 2 | 801 | 803 | ||
Shares sold at the market, shares | 2,176,392 | ||||
Common stock issuance, net of costs | $ 11 | 2,771 | 2,782 | ||
Common stock issuance, net of costs, shares | 11,302,372 | ||||
Convertible note origination shares | $ 1 | 83 | 84 | ||
Convertible note origination shares, shares | 500,000 | ||||
Other issuance | $ 1 | 329 | $ 330 | ||
Other issuance, shares | 831,005 | 500,000 | |||
Equity-based compensation | $ 1 | 928 | $ 929 | ||
Equity-based compensation, shares | 1,040,157 | ||||
Redeemable warrants | (221) | (221) | |||
Warrants issued for building sales leaseback | 1,149 | 1,149 | |||
Warrants issued for building sales leaseback, shares | |||||
Net comprehensive loss | (14) | (9,813) | (9,827) | ||
Balance at Dec. 31, 2018 | $ 49 | $ 323,701 | $ (3) | $ (318,573) | $ 5,174 |
Balance, shares at Dec. 31, 2018 | 48,734,712 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (9,813) | $ (8,259) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 856 | 948 |
Fair value of convertible note adjustment | 582 | |
Amortization of debt issue costs | 263 | 37 |
Amortization and abandonment of patent and trademark rights | 22 | 63 |
Redeemable warrants valuation adjustment | (1,165) | (2,417) |
Equity-based compensation | 929 | 571 |
Realized gain (loss) on securities | (14) | (17) |
Gain on sale of building | (223) | |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (251) | (13) |
Accounts receivable | (1,070) | (24) |
Accounts payable | 166 | 566 |
Accrued expenses | (922) | 604 |
Net cash used in operating activities | (10,640) | (7,941) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (51) | (20) |
Additions to patent and trademark rights | (76) | (49) |
Proceeds from sale of building | 1,050 | |
Sales and maturities of short-term marketable securities | (831) | 2,799 |
Net cash provided by investing activities | 92 | 2,730 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock, net of issuance costs | 5,070 | 2,417 |
Proceeds for lease financing obligation | 4,080 | |
Financing obligation payment | (264) | |
Debt issuance costs | (439) | (102) |
Proceeds from note payable | 3,059 | 1,900 |
Payoff of mortgage note payable | (1,957) | |
Security deposits paid | (114) | |
Net cash provided by financing activities | 9,435 | 4,215 |
Net decrease in cash and cash equivalents | (1,113) | (996) |
Cash and cash equivalents at beginning of year | 1,412 | 2,408 |
Cash and cash equivalents at end of year | 299 | 1,412 |
Supplemental disclosures of non-cash investing and financing cash flow information: | ||
Issuance of common stock for accounts payable and accrued expenses | 330 | 898 |
Unrealized (loss) gain on marketable securities | (14) | 16 |
Fair value of redeemable warrants granted | 1,265 | 2,050 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | $ 328 | $ 101 |
Business
Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | (1) Business Hemispherx Biopharma, Inc. and its subsidiaries (collectively, “Hemispherx”, “Company”, “we” or “us”) are an immuno-pharma company headquartered in Ocala, Florida, focused on the research and development of therapeutics to treat multiple types of cancers, as well as immune-deficiency disorders. We have established a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense system of the human body and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases. Hemispherx’s flagship products include Ampligen® (Rintatolimod), a first-in-class drug of large macromolecular RNA (ribonucleic acid) molecules, and Alferon N Injection® (Interferon Alfa-N3). Ampligen® represents an RNA being developed for globally important cancers, viral diseases and disorders of the immune system. Ampligen® has in the clinic demonstrated the potential for standalone efficacy in a number of solid tumors. We have also seen success in increasing survival rates and efficacy in the treatment of animal tumors when Ampligen® is used in combination with checkpoint blockade therapies. This success in the field of immuno-oncology has guided the company’s focus toward the potential use of Ampligen® as a combinational therapy for the treatment of a variety of solid tumor types. There are currently multiple Ampligen® clinical trials — both underway and planned — at major cancer research centers around the country. Ampligen® is also being evaluated for the treatment of myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS). With regulatory approval in Argentina, Ampligen® is the world’s only approved therapeutic for ME/CFS. Hemispherx is sponsoring multiple expanded access programs (EAP) for ME/CFS patients worldwide. In August 2016, we received approval of our NDA from Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica (ANMAT) for commercial sale of Ampligen® in the Argentine Republic for the treatment of severe CFS. Alferon N Injection® is approved for a category of STD infection and patients that are intolerant to recombinant interferon in Argentina. Alferon is the only natural-source, multi-species alpha interferon currently approved for sale in the U.S. for the intralesional treatment of refractory (resistant to other treatment) or recurring external Condylomata Acuminata/genital warts in patients 18 years of age or older. Certain types of human papilloma viruses cause genital warts. Hemispherx also has approval from the ANMAT for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferon in Argentina. The company has developed and will be seeking FDA Pre-Approval Inspection of a high-volume, high-efficiency, upgraded manufacturing process to allow for the commercial viability of Alferon®. The Company operates a 30,000 sq. ft. facility in New Brunswick, NJ with the objective of producing Ampligen® and Alferon®. It is committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed to commercialize the many potential therapeutic aspects of Ampligen® and our FDA-approved drug Alferon®. The Company has incurred numerous years of substantial operating losses as it pursued its clinical and pre-clinical development activities and appropriate regulatory approval processes before any such products can be sold and marketed. As of December 31, 2018, its accumulated deficit was approximately $318,573,000. The Company has not yet generated significant revenues from our products and may incur substantial losses in the future. The Company evaluated these conditions and events that may raise substantial doubt about the Company’s ability to continue as a going concern; however, the Company believes that it has alleviated the substantial doubt by implementing certain actions. The Company reexamined its fundamental priorities in terms of direction, corporate culture and its ability to fund operations. As a result, there were significant changes at the Company including the Company restructuring its executive management team, initiating the pursuit of international sales of clinical grade materials, and implementing a cost saving program which assisted the Company in gained efficiencies and eliminated redundancies within its workforce. In 2018, the Company sold its property located at 783 Jersey Lane, New Brunswick, NJ. This property houses its development and production facilities. The purchase price was $4,080,000 and purchaser received 3,225,806 warrants to purchase common stock. Simultaneously with the closing of the sale, the purchaser leased the facility back to the Company. The lease runs for 10 years, with two five year extensions. The initial annual base rent is $408,000 and will continue for the first and second year. In the third and fourth it will escalate at the rate of 2.5% per year. For all subsequent years it will escalate at the rate of 3% per year. The Company also will be responsible for additional rent consisting of taxes and certain insurance expenses of the purchaser. The lease contains a repurchase option pursuant to which the Company can repurchase the facility within the initial 10 year lease period. The purchase price would $4,080,000 times a multiple. The multiple would be 1.05 plus .0025N where N represents the number of months between lease commencement and closing of repurchase. The Company sold the building located adjacent to its manufacturing facility located at 5 Jules Lane, New Brunswick, New Jersey to an unaffiliated party. The purchase price was $1,050,000 and the Company netted $963,254 in cash. The consolidated financial statements include the financial statements of Hemispherx Biopharma, Inc. and its wholly-owned subsidiaries, which are incorporated in Delaware and are dormant. The Company’s foreign subsidiary, Hemispherx Biopharma Europe N.V./S.A., was established in Belgium in 1998. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Cash and Cash Equivalents Cash and Cash Equivalents consist of cash and money market accounts and total $299,000 and $1,412,000 at December 31, 2018 and 2017, respectively. (b) Marketable Securities The Company’s securities are classified as available for sale and are stated at fair value. Unrealized gains and losses on securities available for sale are excluded from results of operations and are reported as other comprehensive income (loss) on the Statements of Comprehensive Loss, net of taxes. Securities classified as available for sale include securities that may be sold in response to changes in interest rates, changes in prepayment risks or for portfolio management purposes. The cost of securities sold is determined on a specific identification basis. Gains and losses on sales of securities are recognized in the statements of comprehensive loss on the date of sale. (c) Property and Equipment (in thousands) December 31, 2018 2017 Land, buildings and improvements $ 10,547 $ 10,547 Furniture, fixtures, and equipment 5,045 5,625 Total property and equipment 15,592 16,172 Less: accumulated depreciation and amortization (7,810 ) (7,586 ) Property and equipment, net $ 7,782 $ 8,586 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three to thirty-nine years. As stated above, the Company sold the buildings located at 5 Jules Lane, New Brunswick, NJ and the building located at located at 783 Jersey Lane, New Brunswick, NJ. (d) Patent and Trademark Rights Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. (e) Revenue The Company has elected to apply the Full Retrospective Application to implement the new revenue recognition standard ASC 606. The Company, based on the nature of its Ampligen sales under its cost recovery programs, determined that there were no material differences between the new accounting standard and legacy GAAP and that difficulties did not arise for any “open” contract issues with its customers during the transition period. The Company also determined that the adoption of this standard had little or no impact to the Company’s opening balance of retained earnings. Revenue from the sale of Ampligen® under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the treatment is provided to the patient. Revenues from the sale of Alferon N Injection® are recognized when the product is shipped and title is transferred to the customer. The Company has no other obligation associated with its products once shipment has been shipped to the customer. (f) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 Uncertainty in Income Taxes. There has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Company determined that there was little or no material impact on its consolidated financial statements resulting from the 2017 Tax Act. (g) Comprehensive loss Comprehensive loss consists of net loss, net unrealized gains (losses) on securities and is presented in the consolidated statements of comprehensive loss. (h) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates include valuation allowances for inventory, determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants, convertible note payable and contingency accruals. (i) Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In January 2016, the (“FASB”) has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases, In August 2016, the FASB issued ASU 2016-15 - In 2018, the FASB also issued Accounting Standards Updates (“ASU”) 2018-01 through 2018-20. These updates did not have a significant impact on the financial statements. (j) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. (k) Accounts Receivable Concentration of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process. The Company does not require collateral on its receivables. The Company’s receivables were $235,000 and $24,000 as of December 31, 2018 and 2017, respectively. (l) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of 22,054,910, and 9,373,286 of stock options and warrants, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2018 and 2017, respectively, since their effect is antidilutive due to the net loss of the Company. (m) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in its use of the assets. The Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective judgments regarding the remaining useful lives of assets. When the Company determines that the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | (3) Inventories The Company uses the lower of first-in, first-out (“FIFO”) cost or net realizable value method of accounting for inventory. Commercial sales of Alferon in the U.S. will not resume until new batches of commercial filled and finished product are produced and released by the Food and Drug Administration (“FDA”). While the facility is approved by the FDA under the Biologics License Application (“BLA”) for Alferon, this status will need to be reaffirmed by an FDA pre-approval inspection. The Company also will need the FDA’s approval to release commercial product once it has submitted satisfactory stability and quality release data. Currently, the manufacturing process is on hold and there is no definitive timetable to have the facility back online. The Company estimates it will need approximately $10,000,000 to commence the manufacturing process. Due to the Company extending the timeline of Alferon production to an excess of one year, the Company reclassified Alferon work in process inventory of $1,095,000 to other assets within our balance sheet as of December 31, 2018 and 2017 and due to the high cost estimates to bring the facility back online. The above estimated cost includes additional funds needed for the revalidation process in the Company’s facility to initiate commercial manufacturing, thereby readying itself for an FDA Pre-Approval Inspection. If the Company is unable to gain the necessary FDA approvals related to the manufacturing process and/or final product of new Alferon inventory, its operations most likely will be materially and/or adversely affected. In light of these contingencies, there can be no assurances that the approved Alferon N Injection product will be returned to production on a timely basis, if at all, or that if and when it is again made commercially available, it will return to prior sales levels. The Alferon work in process is currently compliant with our internal protocols, is stored in a controlled state, and the Company regularly monitors the stability of the product. All of these factors contribute to the potential sale of the Alferon work in process, after validation lots have been produced and including a successful pre-approval inspection. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Marketable Securities [Abstract] | |
Marketable Securities | (4) Marketable Securities Marketable securities consist of mutual funds. For the twelve months ended December 31, 2018 and 2017, it was determined that none of the marketable securities had other-than-temporary impairments. At December 31, 2018 and 2017, all securities were classified as available for sale investments and were measured as Level 1 instruments of the fair value measurements standard (see Note 18: Fair Value). Securities classified as available for sale consisted of: December 31, 2018 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 1,529 $ — $ (3 ) $ 1,526 $ 1,526 $ — Totals $ 1,529 $ — $ (3 ) $ 1,526 $ 1,526 $ — December 31, 2017 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 684 $ 11 $ — $ 695 $ 695 $ — Totals $ 684 $ 11 $ — $ 695 $ 695 $ — Unrealized losses on investments Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows: There we no investments with continuous unrealized losses for less than 12 months and 12 months or greater at December 31, 2018 and 2017. |
Patents, Trademark Rights and O
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) | (5) Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) During the years ended December 31, 2018 and 2017, the Company decided not to pursue certain patents in various countries for strategic reasons and recorded abandonment charges of $41,000, and $7,000, respectively, which are included in research and development. Amortization expense was $ 64,000 and $56,000 in 2018 and 2017, respectively. The total cost of the patents was $1,183,000 and $1,107,000 as of December 31, 2018 and 2017, respectively. The accumulated amortization as of December 31, 2018 and 2017 is $272,000 and $249,000, respectively. For the year ended December 31, 2018 and 2017, additions to patents costs and licensing fees were $118,000 and $49,000, respectively. Amortization of patents and trademarks for each of the next five years is as follows: 2019 - $64,000; 2020 - $64,000; 2021 - $64,000; 2022 - $64,000 and 2023 - $64,000. No amortization expense is recognized related to patents that are pending. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (6) Accrued Expenses Accrued expenses at December 31, 2018 and 2017 consist of the following: (in thousands) December 31, 2018 2017 Compensation $ 613 $ 569 Professional fees 83 506 Clinical trial expenses 7 310 Other expenses 302 581 $ 1,005 $ 1,966 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | (7) Stockholders’ Equity (a) Preferred Stock The Company is authorized to issue 5,000,000 shares of $0.01 par value preferred stock with such designations, rights and preferences as may be determined by the Board of Directors. There were no Preferred Shares issued and outstanding at December 31, 2018 and 2017. (b) Common Stock The Company has authorized shares of 350,000,000 with specific limitations and restrictions on the usage of 8,000,000 of the 350,000,000 authorized shares. In August 2016, the Company effected a 12 to 1 reverse stock split of the outstanding shares, in order to become compliant with the NYSE regulations. This did not affect the number of authorized shares. On September 6, 2016, we entered into a Securities Purchase Agreement (the “September Purchase Agreement”) with certain investors for the sale by us of 3,333,334 shares of our common stock registered under our S-3 shelf registration statement on at a purchase price of $1.50 per share. Concurrently with the sale of the common stock, pursuant to the September Purchase Agreement, we also sold unregistered warrants to purchase 2,500,000 shares of common stock for aggregate gross proceeds of $5,000,000. Subject to certain ownership limitations, the warrants are initially exercisable six-month after issuance at an exercise price equal to $2.00 per share of common stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable for five years from the initial exercise date. Pursuant to an engagement agreement, we paid our placement agent an aggregate fee equal to 7% of the gross proceeds received by us from the sale of the securities in the offering and granted to our placement agent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 166,667 unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants, except that the placement agent warrants will expire on September 1, 2021 and have an exercise price equal to $1.875 per share of common stock. On February 1, 2017, we entered into Securities Purchase Agreements (each, a “February Purchase Agreement”) with certain investors for the sale by us of 1,818,185 shares of our common stock at a purchase price of $0.55 per share. Concurrently with the sale of the common stock, pursuant to the February Purchase Agreement, we also sold unregistered warrants to purchase 1,363,639 shares of common stock for aggregate gross proceeds of approximately $1,000,000. The warrants have an exercise price of $0.75 per share, are exercisable six months after issuance, and will expire five years from the initial exercise date. Pursuant to an engagement agreement, we paid our placement agent an aggregate fee equal to 7% of the gross proceeds received by us from the sale of the securities in the offering and granted to our placement agent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 90,910 unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants, except that the placement agent warrants will expire on February 1, 2022 and have an exercise price equal to $0.6875 per share of common stock. The Company subsequently registered the shares issuable upon exercise of the warrants on form S-1. The Board of Directors approved up to $500,000 for all directors, officers and employees to buy company shares from the Company at the market price. As of November 5, 2018, the Company issued 980,392 shares of its common stock at prices between $0.20 and $0.69 per share directly to executives and employees, for $373,852 in a series of private transactions pursuant to stock purchase agreements. On June 1, 2017, the exercise price of Warrants issued in September 2016 was changed to $0.50. As a result, the warrant holders exercised these Warrants and purchased 2,370,000 shares of Company common stock. The Company realized net proceeds of $1,055,000 from this exercise. In conjunction with the foregoing, the Company also issued 2,370,000 series A warrants with an exercise price of $0.60 per share, an initial exercise date of December 1, 2017 and expiring March 6, 2022 (the “Series A Warrants”) and 7,584,000 series B warrants with exercise price of $0.60, an initial exercise date December 1, 2017 per share and expiring March 1, 2018. The foregoing transactions are hereinafter referred to as the “Exchange Transaction”. In addition, on July 10, 2017, the warrant holders exercised the remaining 130,000 warrants issued in September 2016 and purchased 130,000 shares of common stock. The Company realized net proceeds of $65,000 from this exercise. In conjunction with the foregoing the Company issued 130,000 Series A Warrants and 416,000 Series B Warrants (with an exercise price of $0.60 and an initial exercise date January 10, 2018 on the three-month anniversary of the of the initial exercise date). Pursuant to an engagement agreement, the Company paid its placement agent an aggregate fee equal to 7% and 10.5%, respectively, of the gross proceeds received by the Company from the sale of the securities in the offerings and granted to its placement agent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 166,667 and 107,759, respectively, unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants, except that the 166,667 placement agent warrants issued in September 2017 will expire September 1, 2021 and have an exercise price equal to $1.875 per share of common stock and the 107,759 placement agent warrants issued in June 2017 will expire June 1, 2022 and have an exercise price of $0.625. On August 23, 2017, the Holders of the Series A Warrants and Series B Warrants exchanged all of their Warrants for new warrants (respectively, the “Series A Exchange Warrants” and the “Series B Exchange Warrants” and, collectively, the “Exchange Warrants”) identical to the Warrants except as follows: The exercise price of both Exchange Warrants is $0.45 per share, subject to adjustment therein, and the number of Series B Exchange Warrants issued was proportionately reduced to an aggregate of 2,800,000 warrants so that all Exchange Warrants in the Exchange Transaction do not exceed 19.9% of the number of the Company’s issued and outstanding shares of Common Stock as of May 31, 2017, the date of the Exchange Transaction offer letters. The issuance of the Exchange Warrants by the Company and the shares of Common Stock issuable upon exercise of the Exchange Warrants is exempt from registration pursuant to Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 2,800,000 warrants with an expiration date of March 1, 2018 and an exercise price on $0.45 were exercised in January and February 2018. The Company realized proceeds of $1,260,000 from these exercises. On November 27, 2017, the Company reactivated the EDA. During the year ended December 31, 2018, the Company sold an aggregate of 2,176,392 shares under the EDA for proceeds of $827,000 net of $25,000 in commissions. Pursuant to a prospectus supplement dated February 7, 2018, the Company was able to sell up to 6,549,157 of its common stock (inclusive of shares already sold under the prospectus supplement) under the EDA. The actual number of shares, that the Company can sell, and the proceeds to be received there from are dependent upon the market price of its common stock. Effective with the semi-monthly period ended April 30, 2017, all of the members of the Company’s Board of Directors agreed to accept 100% of their directors’ fees in the form of options to purchase Company Common Stock. This program was terminated as of August 31, 2017. In this regard, options to purchase 226,023 shares of Company common stock were issued with exercise prices ranging from $0.36 to $0.67, a holding period of 10 years and vesting over three years. In addition, commencing with the semi-monthly period ended June 15, 2017, certain officers of the Company and certain other employees of the Company, agreed to accept 20% of their salary in options to purchase Company Common Stock. This program was also terminated as of August 31, 2017. In this regard, options to purchase 214,866 shares of Company common stock were issued with exercise prices ranging from $0.36 to $0.67, a holding period of 10 years and vesting over three years. As part of the cash conservation program adopted on August 28, 2017, starting with the month of September 2017, the directors agreed to defer 100% of their fees until cash is available. In consideration of this deferral, 226,023 options were issued to each of the two independent directors in February 2018 with an exercise price of $0.37; 152,053 options were issued to each of the two independent directors in May 2018 with an exercise price of $0.30, and 98,098 options were issued in July 2018 with an exercise price of $0.31. All of the foregoing options and the options discussed below are exercisable for a period of 10 years with a vesting period of three years. This program was suspended as of July 15, 2018 and all remaining deferred fees were paid in July 2018. This Program was reactivated as of August 16, 2018 with the understanding that options would not be issued on the deferred amounts until the 2018 Equity Incentive Plan was approved by the stockholders and the securities issuable thereunder were registered with the SEC. The 2018 Equity Incentive Plan was approved by the stockholders and the securities issuable thereunder were registered with the SEC and, on October 17, 2018, 172,786 options were issued to each of the two independent directors with an exercise price on $0.22 for a period of ten years with a vesting period of one year. Also as part of the cash conservation program adopted on August 28, 2017, starting with the month of September 2017, certain officers agreed to defer 40% of their salaries until cash is available. In consideration of this deferral, 884,459 options were issued to these officers in February 2018 with an exercise price of $0.37; 599,168 options were issued to these officers in May 2018 with an exercise price of $0.30, and 389,249 options were issued to these officers in July 2018 with an exercise price of $0.31. This program was suspended as of July 15, 2018 and all remaining deferred salaries were paid on July 2018. This Program was reactivated as of August 16, 2018 for 50% of their salaries with the understanding that options would not be issued on the deferred amounts until the 2018 Equity Incentive Plan was approved by the shareholders and the plan registered with the SEC. The 2018 Equity Incentive Plan has been approved by the shareholders and registered with the SEC and on October 17, 2018, 808,712 options were issued to these officers with an exercise price on $0.22 for a period of ten years with a vesting period of one year Also as part of the cash conservation program adopted on August 28, 2017, all employees agreed to be paid 50% of their salaries in the form of unrestricted common stock of the Company. Starting with the month of September 2017, the salaries of all the employees of the Company were paid 50% in the form of unrestricted common stock of the Company. The total number of shares issued as of June 30, 2018 to the employees under this program was 2,116,881 shares at stock prices ranging from $0.31 to $0.55 per share. This program was suspended by the Board of Directors on June 30, 2018. On March 24, 2018, the Company sold 1,250,000 shares of common stock under its S-3 shelf registration. The Company realized net proceeds of $475,000 from this stock offering and paid $25,000 in placement agent fees. On April 20, 2018, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”) for the sale by the Company of an aggregate of 6,600,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.39 per share. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreements the Company also sold 6,600,000 warrants, 50% of which are Class A Warrants and 50% of which are Class B Warrants (collectively, the “Warrants”). The Company received gross proceeds from the sale of the Warrants solely to the extent such Warrants are exercised for cash. Both classes of Warrants will not be exercisable until six months after issuance and will have an exercise price of $0.39 per share, subject to adjustments as provided under the terms of the Warrants. The Class A Warrants and Class B Warrants will expire, respectively, two and five years after the date on which they are first exercisable. The closing of the sales of these securities under the Purchase Agreements took place on April 24, 2018. The Company received net proceeds from the transactions of $2,343,820 after deducting certain fees due to the placement agent and the Company’s transaction expenses. The 2009 Equity Incentive Plan, effective June 24, 2009, as amended, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 22,000,000 shares of common stock is reserved for potential issuance pursuant to awards under the 2009 Equity Incentive Plan. Unless sooner terminated, the 2009 Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. During 2018, there were 4,675,221 options granted by the Company under this Plan. The 2018 Equity Incentive Plan, effective September 12, 2018, authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Initially, a maximum of 7,000,000 shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. On October 17, 2018, the Board of Directors issued 1,154,284 options to the officers and directors at the exercise price of $0.22 expiring in 10 years, and on November 14, 2018, the Board of Directors issued 1,000 options to each employee, officer and director at the exercise price of $0.22 expiring in ten years. As of December 31, 2018 and 2017, there were 48,734,712 and 32,884,786 shares outstanding, respectively. (c) Equity Financings See (b) above (d) Common Stock Options and Warrants (i) Stock Options The Equity Incentive Plan of 2009, effective June 24, 2009, as amended, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 22,000,000 shares of common stock is reserved for potential issuance pursuant to awards under the Equity Incentive Plan of 2009. Unless sooner terminated, the Equity Incentive Plan of 2009 will continue in effect for a period of 10 years from its effective date. The 2018 Equity Incentive Plan, effective September 12, 2018, authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Initially, a maximum of 7,000,000 shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. On October 17, 2018, the Board of Directors issued 1,154,284 options to the officers and directors at the exercise price of $0.22 expiring in 10 years, and on November 14, 2018, the Board of Directors issued 1,000 options to each employee, officer and director at the exercise price of $0.22 expiring in ten years. The Equity Incentive Plans of 2009 and 2018 are administered by the Board of Directors. The Plans provide for awards to be made to such Officers, other key employees, non-employee Directors, consultants and advisors of the Company and its subsidiaries as the Board may select. Stock options awarded under the Plans may be exercisable at such times (not later than 10 years after the date of grant) and at such exercise prices (not less than fair market value at the date of grant) as the Board may determine. The Board may provide for options to become immediately exercisable upon a “change in control”, which is defined in the Plans to occur upon any of the following events: (a) the acquisition by any person or group, as beneficial owner, of 20% or more of the outstanding shares or the voting power of the outstanding securities of the Company; (b) either a majority of the Directors of the Company at the annual stockholders meeting has been nominated other than by or at the direction of the incumbent Directors of the Board, or the incumbent Directors cease to constitute a majority of the Company’s Board; (c) the Company’s stockholders approve a merger or other business combination pursuant to which the outstanding common stock of the Company no longer represents more than 50% of the combined entity after the transaction; (d) the Company’s stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (e) any other event or circumstance determined by the Company’s Board to affect control of the Company and designated by resolution of the Board as a change in control. The fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option and equity warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the options and equity warrants was estimated based on historical option and equity warrant holders’ behavior and represents the period of time that options and equity warrants are expected to be outstanding. The fair values of the options and equity warrants granted were estimated based on the following weighted average assumptions: Year Ended December 31, 2018 2017 Risk-free interest rate 2.6%-3.0% 1.72%-1.89% Expected dividend yield - - Expected life 5 years 1.25-5 years Expected volatility 85.68%-86.89% 91.60%-144.15% Weighted average grant date fair value for options and equity warrants issued $0.23 per option for 5,864,505 options $0.35per option/warrant for 1,340,517 options/equity warrants The exercise price of all stock options and equity warrants granted was equal to or greater than the fair market value of the underlying common stock on the date of the grant. Information regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below. The plan expires June 24, 2019: 2017 2018 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 695,061 1.56-48.36 4.70 1,877,295 0.33-48.36 1.92 Granted 1,190,567 0.33-0.67 0.29 4,675,221 0.30-0.38 0.34 Forfeited (8,333 ) 1.56 1.56 (213,855 ) 8.16-$48.36 28.26 Exercised — — — — — — Outstanding, end of year 1,877,295 0.33-48.36 1.92 6,338,661 0.30-48.36 0.36 Exercisable, end of year 1,046,487 0.33-48.36 0.42 2,376,353 0.30-48.36 Weighted average remaining contractual life (years) 2-10 years 1-10 years Available for future grants 4,139,454 159,322 Information regarding the options approved by the Board of Directors under the Equity Plan of 2018 is summarized below: 2018 Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year — — — Granted 1,189,284 0.22 0.22 Forfeited — — — Exercised — — — Outstanding, end of year 1,189,284 0.22 0.22 Exercisable, end of year 294,404 0.22 0.22 Weighted average remaining contractual life (years) 10 years Available for future grants 5,810,716 Stock option activity during the years ended December 31, 2017 and 2018 is as follows: Stock option activity for employees Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2016 836,256 $ 16.82 4.47 — Granted 584,794 0.50 — — Forfeited (217,132 ) 33.35 — — Outstanding December 31, 2017 1,203,918 $ 5.91 6.89 — Granted 4,164,585 0.32 — — Forfeited (257,917 ) 18.01 — — Outstanding December 31, 2018 5,110,586 $ 0.75 9.01 — Vested and expected to vest at December 31, 2018 5,110,586 $ 0.75 9.01 — Exercisable at December 31, 2018 1,804,927 $ 1.04 8.09 — The weighted-average grant-date fair value of employee options granted during the year 2018 was $958,000 for 4,164,585 options at $0.23 per option and during year 2017 was $230,000 for 584,794 options at $0.39 per option. Unvested stock option activity for employees: Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2016 90,625 $ 1.72 9.33 — Granted 584,794 0.50 — — Vested (309,271 ) 0.88 — — Forfeited — — — — Unvested December 31, 2017 366,148 $ 0.48 9.62 — Granted 4,164,585 0.32 — — Vested (1,225,074 ) 0.36 — — Forfeited — — — — Unvested December 31, 2018 3,305,659 $ 0.32 9.31 — The weighted-average grant-date fair value of employee unvested stock options granted during the year 2018 was $958,000 for 4,164,585 at $0.23 per option and during the year 2017 was $230,000 for 584,794 options at $0.39 per option,. Stock option activity for non-employees during the year: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2016 271,500 $ 10.41 4.66 — Granted 605,772 0.42 — — Exercised — — — — Forfeited (42,396 ) 19.41 — — Outstanding December 31, 2017 834,876 $ 2.70 6.69 — Granted 1,699,920 0.31 — — Exercised — — — — Forfeited (109,104 ) 10.33 — — Outstanding December 31, 2018 2,425,692 $ 0.68 8.55 — Vested and expected to vest at December 31, 2018 2,425,692 $ 0.68 8.55 — Exercisable at December 31, 2018 874,164 $ 1.52 7.78 — The weighted-average grant-date fair value of non-employee options granted during year 2018 was $391,000 for 1,699,920 options at $0.23 per option and during the year 2017 was $182,000 for 605,772 options at $0.30 per option. Unvested stock option activity for non-employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2016 26,389 $ 1.65 8.61 — Granted 606,772 0.42 — — Vested (163,335 ) 0.57 — — Forfeited (4,861 ) 7.58 — — Unvested December 31, 2016 464,965 $ 0.36 7.84 — Granted 1,699,920 0.31 — — Vested (613,357 ) 0.35 — — Forfeited — — — — Unvested December 31, 2018 1,551,528 $ 0.31 8.84 — Stock-based compensation expense was approximately $929,000 and $571,000 for the years ended December 31, 2018, and 2017 resulting in an increase in general and administrative expenses and loss per share of $0.02 and $0.02, respectively. As of December 31, 2018 and 2017, there was $1,273,000 and $435,000, respectively, of unrecognized stock-based compensation cost related to options granted under the Equity Incentive Plans. Stock-based compensation related to options granted under the Equity Incentive Plans will be recorded over the vesting period which is typically one year or upon reaching agreed upon company and/or individual performance milestones being met which is indefinite. (ii) Stock Warrants Stock warrants are issued as needed by the Board of Directors and have no formal plan. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the warrants was estimated based on historical option holder’s behavior and represents the period of time that options are expected to be outstanding. There were 17,512,308 granted in 2017 at $0.45 to $0.75 per warrant, and 9,825,808 granted in 2018 at $0.39 per warrant. Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: 2017 2018 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 2,830,516 $ 1.08-$24.00 $ 2.16 7,334,490 $ 0.45-$10.68 $ 0.63 Granted 17,512,308 $ 0.45-$0.75 $ 0.57 9,825,808 $ 0.39 $ 0.39 Forfeited (10,508,334 ) $ 0.60-$24.00 $ 0.61 (25,000 ) $ 6.00 $ 6.00 Exercised (2,500,000 ) $ 0.50 $ 0.50 (2,800,000 ) $ 0.45 $ 0.45 Outstanding, end of year 7,334,490 $ 0.45-$10.68 $ 0.63 14,335,298 $ 0.39-$10.68 $ 0.49 Exercisable 7,334,490 $ 0.45-$10.68 $ 0.63 14,335,298 $ 0.39-$10.68 $ 0.49 Weighted average remaining contractual life 2.7 years 2.3 years Years exercisable 2017-2023 2019-2023 Stock warrants are issued at the discretion of the Board. In 2018 there were 9,825,808 warrants issued at a weighted average exercise price of $0.39 and in 2017, there were 17,512,308 warrants issued at a weighted average exercise price of $0.57 per share. 2,800,000 warrants were exercised in 2018 and 2,500,000 warrants were exercised in 2017. (e) Rights Offering On November 14, 2017, at the direction of the Board, the Company amended and restated the Rights Agreement between the Company and, American Stock Transfer & Trust Company, LLC, its current Rights Agent (as amended and restated, the “Rights Agreement”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Unit”) of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) at a Purchase Price of $21.00 per Unit, subject to adjustment. |
Segment and Related Information
Segment and Related Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Related Information | (8) Segment and Related Information The Company operates in one segment, which performs research and development activities related to Ampligen® and other drugs under development, and sales and marketing of Alferon®. The Company’s revenues for the two-year period ended December 31, 2018, were earned in the United States and overseas. |
Research, Consulting and Supply
Research, Consulting and Supply Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Research Consulting And Supply Agreements | |
Research, Consulting and Supply Agreements | (9) Research, Consulting and Supply Agreements In 2016, we entered into a five-year agreement (the “Impatients Agreement”) with Impatients, N.V. (“myTomorrows”), a Netherlands based company, for the commencement and management of an EAP in Europe and Turkey (the “Territory”) related to ME/CFS. Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributor in the Territory, is performing EAP activities. In 2017, we entered into a purchase order with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen® for the Company. Two commercial size batches were filled and finished for human use in 2018. We paid Jubilant $320,000 in 2017 and $1,078,000 in 2018 for a total of $1,398,000 to date for these services. In 2017, Hemispherx filed a complaint in the Philadelphia County Court of Common Pleas Civil Trial Division against Nitto Avecia Pharma Services, Inc. (“NAPS”), the successor to Avrio Biopharmaceuticals, LLC (“Avrio”), primarily for breach of contract. Pursuant to the applicable agreement, Avrio was to provide fill and finish services of Ampligen®. Hemispherx sought damages due to Avrio’s failures and omissions during the fill and finish process which led to a loss of product. In June 2017, NAPS filed an answer denying liability and counter claiming breach of contract by Hemispherx. In March of 2018, the parties agreed to fully resolve their dispute by agreement for a satisfactory payment to Hemispherx and additional consideration. There was a gain of $474,000 resulting from the settlement of litigation with Nitto Avecia Pharma Services, Inc The Company has an agreement with Asembia, formerly Armada Healthcare, LLC to undertake the marketing, education and sales of Alferon N Injection® throughout the United States. This agreement also provides start-up along with ongoing sales and marketing support to the Company. In August 2017, the Company extended this agreement through August 14, 2019 subject to the same terms and conditions. The Company incurred no fees for the years ended December 31, 2018, and 2017, pursuant to the original and amended agreements. In 2017, we announced that the EAP through our agreement with myTomorrows designed to enable access of Ampligen to ME/CFS patients has been extended to pancreatic cancer patients beginning in the Netherlands. myTomorrows is our exclusive service provider in Europe and Turkey and will manage all EAP activities relating to the pancreatic cancer extension of the program. In 2018, we signed two amendments to the EAP with myTomorrows. The first extended the territory to cover Canada to treat pancreatic cancer patients, pending government approval and the second to be our exclusive service provider for special access activities in Canada for the supply of Ampligen for the treatment of ME/CFS. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
401(k) Plan | (10) 401(k) Plan The Company has a defined contribution plan, entitled the Hemispherx Biopharma Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”). Full time employees of the Company are eligible to participate in the 401(k) Plan following one year of employment. Subject to certain limitations imposed by federal tax laws, participants are eligible to contribute up to 15% of their salary (including bonuses and/or commissions) per annum. Participants’ contributions to the 401(k) Plan may be matched by the Company at a rate determined annually by the Board of Directors. Each participant immediately vests in his or her deferred salary contributions, while Company contributions will vest over one year. A 6% Company matching contribution was established, effective as of January 1, 2010 through December 31, 2015. As of January 1, 2016, the matching has been terminated. For 2018 and 2017, the Company made no contributions towards the 401(k) Plan in these years. |
Royalties, License and Employme
Royalties, License and Employment Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Royalties License And Employment Agreements | |
Royalties, License and Employment Agreements | (11) Royalties, License and Employment Agreements The Company had contractual agreements with Named Executive Officers (“Officers”) in 2018, and 2017. The aggregate annual base compensation for these Officers under their respective contractual agreements for 2018, and 2017 was $ 1,247,000, and $1,164,000 respectively. In addition, certain of these Officers were entitled to receive performance bonuses of up to 25% or 20% of their respective annual base salary, at the sole discretion of the Compensation Committee of the Board of Directors. In 2018 and 2017, no Officers’ bonuses were granted. In 2018, equity was granted as a form of compensation to these Officers: ● The Company granted to Thomas K. Equels, Chief Executive Officer, consistent with his employment agreement 300,000 ten year options to purchase common stock with an exercise price of $0.30 per share which vest in one year and 1,192,003 ten year options with exercise prices of $0.22 to $0.38 which vest in one to three years for 40% and 50% salary deferrals; and ● The Company granted 430,668 ten year options to purchase common stock with exercise prices of $0.22 to $0.38 per share which vest in one to three years to Adam Pascale, Chief Financial Officer for 40% and 50% salary deferrals; and ● The Company granted 597,935 ten year options to purchase common stock with exercise prices of $0.22 to $0.38 per share which vest in one to three years to Peter Rodino, General Counsel and Company Secretary for 40% and 50% salary deferrals. In 2017, equity was granted as a form of compensation to these Officers: ● The Company granted to Thomas K. Equels, Chief Executive Officer, consistent with his employment agreement 300,000 ten year options to purchase common stock with an exercise price of $0.56 per share which vest in one year and 113,135 ten year options with exercise prices of $0.36 to $0.49 which vest in three years for a 20% reduction in salary; and ● The Company granted 37,712 ten year options to purchase common stock with exercise prices of $0.36 to $0.49 per share which vest in three years to Adam Pascale, Chief Financial Officer for a 20% reduction in salary; and ● During 2017, we granted 52,796 ten year options to purchase common stock with exercise prices of $0.36 to $0.49 per share which vest in three years to Peter Rodino, General Counsel and Company Secretary for a 20% reduction in salary. The Company recorded stock compensation expense of approximately $145,000 and $86,000 during the years ended December 31, 2018 and 2017 respectively with regard to these issuances. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | (12) Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; and ASU No. 2018-20, Narrow-Scope Improvements for Lessors. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company on January 1, 2019, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides several optional practical expedients in transition. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We expect to elect all the new standard’s available transition practical expedients other than the use-of hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components for leases of office equipment. We expect that this standard will have a material effect on our financial statements. While we continue to assess all the effects of adoption, we currently believe the most significant effects relate to the recognition of new ROU assets and lease liabilities on our balance sheet for our real estate and equipment operating leases and providing significant new disclosures about our leasing activities. We do not expect a significant change in our leasing activities between now and adoption. Rent expense charged to operations for the years ended December 31, 2018 and 2017 amounted to approximately $76,000 and $253,000 respectively. |
Income Taxes (FASB ASC 740 Inco
Income Taxes (FASB ASC 740 Income Taxes) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes (FASB ASC 740 Income Taxes) | (13) Income Taxes (FASB ASC 740 Income Taxes) The Company applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes. As a result of the implementation, there has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (GILTI). These changes are effective beginning in 2018. As of December 31, 2018, the Company has approximately $183,000,000 of Federal net operating loss carryforwards (expiring in the years 2019 through 2037) and $7,000,000 of Federal net operating loss with no expiration date available to offset future federal taxable income. The Company also has approximately $34,000,000 of Pennsylvania state net operating loss carryforwards (expiring in the years 2019 through 2033) and approximately $10,000,000 of New Jersey state net operating loss carryforwards (expiring in 2038) available to offset future state taxable income. In December 2018 the Company effectively sold $10,000,000 of its New Jersey state net operating loss carryforward for the year 2017 for approximately $859,000. In December 2017, the Company effectively sold $8,000,000 of its New Jersey state net operating loss carryforward for the year 2016 for approximately $622,000, and also sold New Jersey research and development credits for $169,000. The utilization of certain state net operating loss carryforwards may be subject to annual limitations. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. Under the Tax Reform Act of 1986, the utilization of a corporation’s net operating loss carryforward is limited following a greater than 50% change in ownership. Due to the Company’s prior and current equity transactions, the Company’s net operating loss carryforwards may be subject to an annual limitation generally determined by multiplying the value of the Company on the date of the ownership change by the federal long-term tax exempt rate. Any unused annual limitation may be carried forward to future years for the balance of the net operating loss carryforward period. The 2017 Tax Act eliminates the three year carryback of net operating losses and allows only the carryforward of losses. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax asset, the deferred tax assets are fully offset by a valuation allowance at December 31, 2018 and 2017. The components of the net deferred tax assets and liabilities as of December 31, 2018 and 2017 consist of the following: (in thousands) December 31, 2018 2017 Deferred tax assets: Net operating losses $ 39,866 $ 38,005 Amortization & depreciation 131 138 Accrued expenses 100 51 Stock compensation 191 120 Total deferred tax assets 40,288 38,314 Deferred tax liabilities: Research and development costs (127 ) (189 ) Deferred tax assets, net 40,161 38,125 Less: Valuation allowance (40,161 ) (38,125 ) Deferred tax assets, net — — |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | (14) Note Payable In May 2017, the Company entered into a mortgage and note payable agreement with a bridge funding company to obtain a two-year funding line of up to $4,000,000 secured by the property and assets located at 783 Jersey Avenue, New Brunswick, New Jersey. The Company borrowed $1,900,000 of the line in monthly advances including accrued interest as of December 31, 2017. The Company was able to request future advances in excess of $2,000,000 at the lender’s discretion and be payable in full upon maturity. The Company paid interest on this note at a fixed rate of 12% per annum for the first 18 months and change to a rate equal to 800 basis points above the prime rate of interest during the remainder of the term; however, the interest rate was not to be less than 12% for the entire term. The note was interest only and payable monthly through the maturity. The Company was permitted to prepay the line without penalty commencing after six months. The balance on the note at December 31, 2017 was $1,835,000 ($1,900,000 less unamortized deferred finance costs of $65,000). The note was paid off on March 16, 2018 in conjunction with the sale leaseback of the Company’s above property and assets at an amount of $1,956,803, which included all accrued interest and fees (See also Note 2(c)– Property and Equipment and Note 19). |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | (15) Convertible Note Payable On September 28, 2018, the Company entered into a $3,170,000 10% Secured Convertible Promissory Note (the “Note”) with Iliad Research and Trading, L.P. (the “Holder”), which was issued to the Holder in conjunction with 500,000 shares of Common Stock (the “Origination Shares”). The Company collected $3,000,000 in cash from the Holder during September 2018 and the remainder $170,000 was retained by the Holder for the Holder’s legal fees of $20,000 for the issuance of the Note and the Original Issue Discount of $150,000. The Company incurred $210,000 in third-party fees directly attributed to the issuance of the Note. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 10%, with principal and accrued interest on the Note due and payable on September 28, 2019 (unless converted under terms and provisions as set forth within the Note). The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $0.30 per share. In addition, beginning on March 28, 2019, the Note also provides the Holder with the right to redeem all or any portion of the Note (“Redemption Amount”). The payments of each Redemption Amount may be made, at the option of the Company, in cash, by converting such Redemption Amount into shares of common stock (“Redemption Conversion Shares”), or a combination thereof. The number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the lesser of $0.30 or 80% of the lowest Volume Weighted Average Price (“VWAP”) during the ten (10) trading days immediately preceding the applicable measurement date (the “Market Price”). The Purchase Agreement requires the Company to reserve at least 8,900,000 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the Note. However, the Note provides that the aggregate number shares of common stock issued to the Holder under the Note and Purchase Agreement shall not exceed 19.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance. The Origination Shares were to be returned to the Company in the event that the Company could provide within 30 days of the closing of the transaction certain requested assets as security for repayment of the Note. The security was not provided so the Origination Shares remained with the Holder. The Company determined the Note should be recorded at fair value with subsequent changes in fair value recorded in earnings. This conclusion is based on the redemption conversion feature, which allows the Holder to trigger the redemption of the Note for cash or conversion of the Note for common shares prior to its maturity date at a price of the lesser of $0.30 per share or the Market Price as defined within the Note. The choice of cash redemption or conversion of the Note for common shares is at the option of the Company. This feature may require the Company to issue a variable number of common shares to settle the Note which was determined to have a predominantly fixed monetary value at inception. In connection with the Note, the Company recorded a loss in the Company’s Consolidated Statements of Comprehensive Income (Loss) equal to $582,000 for the year ended December 31, 2018. Interest expense associated with the Note was approximately $201,000 for the year ended December 31, 2018, which included approximately $119,000 associated with the amortization of applicable discounts to the Note. |
Certain Relationships and Relat
Certain Relationships and Related Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions | (16) Certain Relationships and Related Transactions The Company has employment agreements with certain of their Executive Officers and has granted such officers and directors options and warrants to purchase their common stock. Please see details of these Employment Agreements in Note 11 - Royalties, License and Employment Agreements. As set forth in Section 3(c)(ii) of his Employment Agreement, Mr. Equels earned $18,000 and $22,000 for 5% of the Ampligen® cost recovery sales in 2018 and 2017, respectively. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | (17) Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, investments and accounts receivable. The Company places its cash with high-quality financial institutions and, at times, such amounts in non-interest bearing accounts may be in excess of Federal Deposit Insurance Corporation insurance limits. There were no credit based sales for 2018 and 2017. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | (18) Fair Value The Company is required under GAAP to disclose information about the fair value of all the Company’s financial instruments, whether or not these instruments are measured at fair value on the Company’s consolidated balance sheets. The Company estimates that the fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to the short-term maturities of these items. The Company also has certain warrants with a cash settlement feature in the unlikely occurrence of a Fundamental Transaction. The fair value of the redeemable warrants (“Warrants”) related to the Company’s August 2016, February 2017, June 2017, August 2017 and April 2018common stock and warrant issuance, are calculated using a Monte Carlo Simulation. While the Monte Carlo Simulation is one of a number of possible pricing models, the Company has determined it to be industry accepted and fairly presented the fair value of the Warrants. As an additional factor to determine the fair value of the Put’s liability, the occurrence probability of a Fundamental Transaction event was factored into the valuation. The Company recomputes the fair value of the Warrants at the issuance date and the end of each quarterly reporting period. Such value computation includes subjective input assumptions that are consistently applied each period. If the Company were to alter its assumptions or the numbers input based on such assumptions, the resulting fair value could be materially different. The Company utilized the following assumptions to estimate the fair value of the August 2016 Warrants: December 31, December 31, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 1.88 $ 1.88 Risk-free interest rate 2.47 % 2.05 % Expected holding period 2.67 3.70 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the February 2017 Warrants: December 31, December 31, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 0.69-$0.75 $ 0.69-$0.75 Risk-free interest rate 2.47 % 2.10 % Expected holding period 3.59-3.60 4.1 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the June 2017 Warrants: December 31, December, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 0.63 0.63 Risk-free interest rate 2.47 % 2.14 % Expected holding period 3.42 4.4 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the August 2017 Warrants: December 31, December 31, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 0.45 $ 0.45 Risk-free interest rate 2.46 % 1.33%-2.11 % Expected holding period 3.18 0.2-4.2 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the April 2018 Warrants: September 30, April 24, 2018 2018 Underlying price per share $ 0.18 $ 0.34 Exercise price per share $ 0.39 $ 0.39 Risk-free interest rate 2.51 % 2.56%-2.86 % Expected holding period 1.82-4.82 2.5-5.5 Expected volatility 70 % 70 % Expected dividend yield - - The significant assumptions using the Monte Carlo Simulation approach for valuation of the Warrants are: (i) Risk-Free Interest Rate (ii) Expected Holding Period (iii) Expected Volatility (iv) Expected Dividend Yield (v) Expected Probability of a Fundamental Transaction. a. The Company only has one product that is FDA approved but is currently not available for commercial sales; b. The Company will have to perform additional clinical trials for FDA approval of its flagship product; c. Industry and market conditions continue to include a global market recession, adding risk to any transaction; d. Available capital for a potential buyer in a cash transaction continues to be limited; e. The nature of a life sciences company is heavily dependent on future funding and high fixed costs, including Research & Development; f. The Company has minimal revenues streams which are insufficient to meet the funding needs for the cost of operations or construction at their manufacturing facility; and g. The Company’s Rights Agreement and Executive Agreements make it less attractive to a potential buyer. With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % The Monte Carlo Simulation has incorporated a 5.0% probability of a Fundamental Transaction to date for the life of the securities. (vi) Expected Timing of Announcement of a Fundamental Transaction. (vii) Expected 100 Day Volatility at Announcement of a Fundamental Transaction (viii) Expected Risk-Free Interest Rate at Announcement of a Fundamental Transaction (ix) Expected Time Between Announcement and Consummation of a Fundamental Transaction. While the assumptions remain consistent from period to period (e.g., utilizing historical stock prices), the numbers input change from period to period (e.g., the actual historical prices input for the relevant period). The carrying amount and estimated fair value of the above Warrants was approximately $1,161,000 and $962,000 at December 31, 2018 and 2017, respectively. The Company applies FASB ASC 820 (formerly Statement No. 157 Fair Value Measurements FASB ASC 820-10-35-37 (formerly SFAS No. 157) establishes a valuation hierarchy based on the transparency of inputs used in the valuation of an asset or liability. Classification is based on the lowest level of inputs that is significant to the fair value measurement. The valuation hierarchy contains three levels: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. ● Level 2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of December 2018, the Company has classified the warrants with cash settlement features and a convertible note payable as Level 3. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed above, the Company utilized the Monte Carlo Simulation Model in valuing the warrants and the convertible note. The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as: (in thousands) As of December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 1,526 $ 1,526 $ - $ - Liabilities: Convertible note payable $ 3,408 - - $ 3,408 Redeemable warrants $ 1,061 - - $ 1,061 (in thousands) As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Marketable Securities $ 695 $ 695 $ - $ - Liabilities: Redeemable warrants $ 962 - - $ 962 The changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): Redeemable warrants: Balance at December 31, 2017 $ 962 Warrants exercised and cancelled (222 ) Warrants issued 1,486 Fair value adjustments (1,165 ) Balance at December 31, 2018 $ 1,061 Convertible debt: Balance at December 31, 2017 $ - Note amount 3,170 Deferred debt discounts (344 ) Fair value adjustments 582 Balance at December 31, 2018 $ 3,408 |
Financing Obligation Arising fr
Financing Obligation Arising from Sale Leaseback Transaction | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Financing Obligation Arising from Sale Leaseback Transaction | (19) Financing Obligation Arising from Sale Leaseback Transaction On March 16, 2018, the Company sold land and a building for $4,080,000 and concurrently entered into an agreement to lease the property back for ten years at $408,000 per year for two years through March 31, 2020. The lease payments will increase 2.5% per year for the next three years through March 31, 2023 and the lease payments will increase 3% for the remaining five years through March 31, 2028. The sale of the property includes an option to repurchase the property at fair value which does not permanently transfer all the risks and rewards of ownership to the buyer. The option to repurchase the property also would be at a higher price than the sales price and is considered likely based upon the Company’s plans going forward. Because the sale of the property includes the option to repurchase the property and includes the above attributes, the transaction was accounted for as a financing transaction whereby the Company debited cash for the amount of cash received and credit financing obligation. The Company will continue to report the property as an asset and the property will continue to be depreciated. The fair value repurchase option is accounted for similar to a share appreciation mortgage. Accordingly, the guidance in ASC 470-30 related to participating mortgage loans would be applied to the liability. If the option expires unused, the sale is recognized at that time. The gain on the sale would be the excess of the liability (current fair value of the property) over its carrying amount. If the option is exercised, the cash payment by the seller-lessee is to pay off the financing obligation. As part of the sale of this building, warrants were provided to the buyer for the purchase of up to 3,225,806 shares of Company common stock for a period of five years at an exercise price of $0.3875 per share, 125% of the closing price of the common stock on the NYSE American on the date of execution of the letter of intent for the purchase. The warrants cannot be exercised to the extent that any exercise would result in the purchaser owning in excess of 4.99% of our issued and outstanding shares of common stock. The Property and equipment in “Note 7 Stockholders’ Equity” above are the property and equipment involved in this transaction. Depreciation on the building will continue until a sale has been recognized. Future minimum payments required under the Financing Obligation and the balance of the Finance Obligation as of December 31, 2018, are as follows: During the year: (in thousands) 2019 $ 408 2020 417 2021 427 2022 438 2023 450 Thereafter 2,025 Total of payments 4,165 Less deferred issuance costs (245 ) Less discount on debt instrument (1,054 ) Less imputed interest (349 ) Total balance 2,517 Less current portion 199 Long term portion $ 2,318 Interest expense relating to this financing agreement was $61,000 for the year ended December 31, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | (20) Subsequent Events A registration statement relating to the rights offering was filed with the U.S. Securities and Exchange Commission (“SEC”). Under the rights offering, Hemispherx distributed to its holders of common stock and to holders of certain options and warrants as of February 14, 2019, at no charge, one non-transferable subscription right for each share of common stock held or deemed held on the record date. Each right entitled the holder to purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of Series B Convertible Preferred Stock with a face value of $1,000 (and immediately convertible into common stock at an assumed conversion price of $0.20) and 5,000 warrants with an assumed exercise price of $0.20. The warrants will be exercisable for five (5) years after the date of issuance. The funds realized from the offering were approximately $4.69 million. The $4.69 million received from the rights offering increased our net equity by this amount on the date the funds were received. On March 13, 2019, the Company and Iliad Research and Trading, L.P. (the “Lender”) amended the September 28, 2018 Secured Convertible Promissory Note (the “Convertible Note”) issued to the Lender. Pursuant to the amendment, the maturity date of the Convertible Note was extended from September 28, 2019 to September 28, 2020. In addition, the conversion and redemption rates were revised to a rate to be mutually agreed to by the Company and the Lender. In the event that the Company and the Lender are unable to reach agreement on such rate, the Company will be required to pay the redemption or conversion in cash. The amount of the Convertible Note that the Lender is entitled to redeem is limited to a maximum of $300,000 per calendar month. The price per share of the Company common stock has closed at or below $0.20 since February 26, 2019 and most recently closed on March 26, 2019 at $0.16, with a 30 day average of $0.19. On March 26, 2016, the Company received written notice from the NYSE American LLC (the “NYSE American”) that the Company is not in compliance with the continued listing standards set forth in Section 1003(f)(v) of the NYSE American Company Guide because the common stock has been selling for a low price per share for a substantial period of time. The NYSE American has determined that the continued listing of the Company’s common stock is predicated on the Company effecting a reverse stock split of the common stock or otherwise demonstrating sustained price improvement within a reasonable period of time. the Company has until September 26, 2019 to demonstrate compliance. The Company evaluated subsequent events through the date on which these financial statements were issued and determined that no subsequent event, other than the above, constituted a matter that required adjustment to the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | (a) Cash and Cash Equivalents Cash and Cash Equivalents consist of cash and money market accounts and total $299,000 and $1,412,000 at December 31, 2018 and 2017, respectively. |
Marketable Securities | (b) Marketable Securities The Company’s securities are classified as available for sale and are stated at fair value. Unrealized gains and losses on securities available for sale are excluded from results of operations and are reported as other comprehensive income (loss) on the Statements of Comprehensive Loss, net of taxes. Securities classified as available for sale include securities that may be sold in response to changes in interest rates, changes in prepayment risks or for portfolio management purposes. The cost of securities sold is determined on a specific identification basis. Gains and losses on sales of securities are recognized in the statements of comprehensive loss on the date of sale. |
Property and Equipment | (c) Property and Equipment (in thousands) December 31, 2018 2017 Land, buildings and improvements $ 10,547 $ 10,547 Furniture, fixtures, and equipment 5,045 5,625 Total property and equipment 15,592 16,172 Less: accumulated depreciation and amortization (7,810 ) (7,586 ) Property and equipment, net $ 7,782 $ 8,586 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three to thirty-nine years. As stated above, the Company sold the buildings located at 5 Jules Lane, New Brunswick, NJ and the building located at located at 783 Jersey Lane, New Brunswick, NJ. |
Patent and Trademark Rights | (d) Patent and Trademark Rights Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. |
Revenue | (e) Revenue The Company has elected to apply the Full Retrospective Application to implement the new revenue recognition standard ASC 606. The Company, based on the nature of its Ampligen sales under its cost recovery programs, determined that there were no material differences between the new accounting standard and legacy GAAP and that difficulties did not arise for any “open” contract issues with its customers during the transition period. The Company also determined that the adoption of this standard had little or no impact to the Company’s opening balance of retained earnings. Revenue from the sale of Ampligen® under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the treatment is provided to the patient. Revenues from the sale of Alferon N Injection® are recognized when the product is shipped and title is transferred to the customer. The Company has no other obligation associated with its products once shipment has been shipped to the customer. |
Accounting for Income Taxes | (f) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 Uncertainty in Income Taxes. There has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Company determined that there was little or no material impact on its consolidated financial statements resulting from the 2017 Tax Act. |
Comprehensive Loss | (g) Comprehensive loss Comprehensive loss consists of net loss, net unrealized gains (losses) on securities and is presented in the consolidated statements of comprehensive loss. |
Use of Estimates | (h) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates include valuation allowances for inventory, determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants, convertible note payable and contingency accruals. |
Recent Accounting Standards and Pronouncements | (i) Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In January 2016, the (“FASB”) has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases, In August 2016, the FASB issued ASU 2016-15 - In 2018, the FASB also issued Accounting Standards Updates (“ASU”) 2018-01 through 2018-20. These updates did not have a significant impact on the financial statements. |
Stock-Based Compensation | (j) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. |
Accounts Receivable | (k) Accounts Receivable Concentration of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process. The Company does not require collateral on its receivables. The Company’s receivables were $235,000 and $24,000 as of December 31, 2018 and 2017, respectively. |
Common Stock Per Share Calculation | (l) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of 22,054,910, and 9,373,286 of stock options and warrants, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2018 and 2017, respectively, since their effect is antidilutive due to the net loss of the Company. |
Long-Lived Assets | (m) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in its use of the assets. The Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective judgments regarding the remaining useful lives of assets. When the Company determines that the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | (in thousands) December 31, 2018 2017 Land, buildings and improvements $ 10,547 $ 10,547 Furniture, fixtures, and equipment 5,045 5,625 Total property and equipment 15,592 16,172 Less: accumulated depreciation and amortization (7,810 ) (7,586 ) Property and equipment, net $ 7,782 $ 8,586 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Marketable Securities [Abstract] | |
Schedule of Available for Sale | Securities classified as available for sale consisted of: December 31, 2018 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 1,529 $ — $ (3 ) $ 1,526 $ 1,526 $ — Totals $ 1,529 $ — $ (3 ) $ 1,526 $ 1,526 $ — December 31, 2017 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 684 $ 11 $ — $ 695 $ 695 $ — Totals $ 684 $ 11 $ — $ 695 $ 695 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2018 and 2017 consist of the following: (in thousands) December 31, 2018 2017 Compensation $ 613 $ 569 Professional fees 83 506 Clinical trial expenses 7 310 Other expenses 302 581 $ 1,005 $ 1,966 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Options and Equity Estimated Based on Weighted Average Assumptions | The fair values of the options and equity warrants granted were estimated based on the following weighted average assumptions: Year Ended December 31, 2018 2017 Risk-free interest rate 2.6%-3.0% 1.72%-1.89% Expected dividend yield - - Expected life 5 years 1.25-5 years Expected volatility 85.68%-86.89% 91.60%-144.15% Weighted average grant date fair value for options and equity warrants issued $0.23 per option for 5,864,505 options $0.35per option/warrant for 1,340,517 options/equity warrants |
Schedule of Warrants Outstanding and Exercisable | Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: 2017 2018 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 2,830,516 $ 1.08-$24.00 $ 2.16 7,334,490 $ 0.45-$10.68 $ 0.63 Granted 17,512,308 $ 0.45-$0.75 $ 0.57 9,825,808 $ 0.39 $ 0.39 Forfeited (10,508,334 ) $ 0.60-$24.00 $ 0.61 (25,000 ) $ 6.00 $ 6.00 Exercised (2,500,000 ) $ 0.50 $ 0.50 (2,800,000 ) $ 0.45 $ 0.45 Outstanding, end of year 7,334,490 $ 0.45-$10.68 $ 0.63 14,335,298 $ 0.39-$10.68 $ 0.49 Exercisable 7,334,490 $ 0.45-$10.68 $ 0.63 14,335,298 $ 0.39-$10.68 $ 0.49 Weighted average remaining contractual life 2.7 years 2.3 years Years exercisable 2017-2023 2019-2023 |
Employees [Member] | |
Schedule of Stock Option Activity | Stock option activity for employees Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2016 836,256 $ 16.82 4.47 — Granted 584,794 0.50 — — Forfeited (217,132 ) 33.35 — — Outstanding December 31, 2017 1,203,918 $ 5.91 6.89 — Granted 4,164,585 0.32 — — Forfeited (257,917 ) 18.01 — — Outstanding December 31, 2018 5,110,586 $ 0.75 9.01 — Vested and expected to vest at December 31, 2018 5,110,586 $ 0.75 9.01 — Exercisable at December 31, 2018 1,804,927 $ 1.04 8.09 — |
Schedule of Unvested Stock Option Activity | Unvested stock option activity for employees: Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2016 90,625 $ 1.72 9.33 — Granted 584,794 0.50 — — Vested (309,271 ) 0.88 — — Forfeited — — — — Unvested December 31, 2017 366,148 $ 0.48 9.62 — Granted 4,164,585 0.32 — — Vested (1,225,074 ) 0.36 — — Forfeited — — — — Unvested December 31, 2018 3,305,659 $ 0.32 9.31 — |
Non-Employees [Member] | |
Schedule of Stock Option Activity | Stock option activity for non-employees during the year: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2016 271,500 $ 10.41 4.66 — Granted 605,772 0.42 — — Exercised — — — — Forfeited (42,396 ) 19.41 — — Outstanding December 31, 2017 834,876 $ 2.70 6.69 — Granted 1,699,920 0.31 — — Exercised — — — — Forfeited (109,104 ) 10.33 — — Outstanding December 31, 2018 2,425,692 $ 0.68 8.55 — Vested and expected to vest at December 31, 2018 2,425,692 $ 0.68 8.55 — Exercisable at December 31, 2018 874,164 $ 1.52 7.78 — |
Schedule of Unvested Stock Option Activity | Unvested stock option activity for non-employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2016 26,389 $ 1.65 8.61 — Granted 606,772 0.42 — — Vested (163,335 ) 0.57 — — Forfeited (4,861 ) 7.58 — — Unvested December 31, 2016 464,965 $ 0.36 7.84 — Granted 1,699,920 0.31 — — Vested (613,357 ) 0.35 — — Forfeited — — — — Unvested December 31, 2018 1,551,528 $ 0.31 8.84 — |
2009 Equity Incentive Plan [Member] | |
Schedule of Stock Option Activity | The plan expires June 24, 2019: 2017 2018 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 695,061 1.56-48.36 4.70 1,877,295 0.33-48.36 1.92 Granted 1,190,567 0.33-0.67 0.29 4,675,221 0.30-0.38 0.34 Forfeited (8,333 ) 1.56 1.56 (213,855 ) 8.16-$48.36 28.26 Exercised — — — — — — Outstanding, end of year 1,877,295 0.33-48.36 1.92 6,338,661 0.30-48.36 0.36 Exercisable, end of year 1,046,487 0.33-48.36 0.42 2,376,353 0.30-48.36 Weighted average remaining contractual life (years) 2-10 years 1-10 years Available for future grants 4,139,454 159,322 |
2018 Equity Incentive Plans [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under the Equity Plan of 2018 is summarized below: 2018 Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year — — — Granted 1,189,284 0.22 0.22 Forfeited — — — Exercised — — — Outstanding, end of year 1,189,284 0.22 0.22 Exercisable, end of year 294,404 0.22 0.22 Weighted average remaining contractual life (years) 10 years Available for future grants 5,810,716 |
Income Taxes (FASB ASC 740 In_2
Income Taxes (FASB ASC 740 Income Taxes) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of the net deferred tax assets and liabilities as of December 31, 2018 and 2017 consist of the following: (in thousands) December 31, 2018 2017 Deferred tax assets: Net operating losses $ 39,866 $ 38,005 Amortization & depreciation 131 138 Accrued expenses 100 51 Stock compensation 191 120 Total deferred tax assets 40,288 38,314 Deferred tax liabilities: Research and development costs (127 ) (189 ) Deferred tax assets, net 40,161 38,125 Less: Valuation allowance (40,161 ) (38,125 ) Deferred tax assets, net — — |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assumptions to Estimate Fair Value of Warrants | The Company utilized the following assumptions to estimate the fair value of the August 2016 Warrants: December 31, December 31, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 1.88 $ 1.88 Risk-free interest rate 2.47 % 2.05 % Expected holding period 2.67 3.70 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the February 2017 Warrants: December 31, December 31, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 0.69-$0.75 $ 0.69-$0.75 Risk-free interest rate 2.47 % 2.10 % Expected holding period 3.59-3.60 4.1 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the June 2017 Warrants: December 31, December, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 0.63 0.63 Risk-free interest rate 2.47 % 2.14 % Expected holding period 3.42 4.4 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the August 2017 Warrants: December 31, December 31, 2018 2017 Underlying price per share $ 0.18 $ 0.35 Exercise price per share $ 0.45 $ 0.45 Risk-free interest rate 2.46 % 1.33%-2.11 % Expected holding period 3.18 0.2-4.2 Expected volatility 70 % 65 % Expected dividend yield - - The Company utilized the following assumptions to estimate the fair value of the April 2018 Warrants: September 30, April 24, 2018 2018 Underlying price per share $ 0.18 $ 0.34 Exercise price per share $ 0.39 $ 0.39 Risk-free interest rate 2.51 % 2.56%-2.86 % Expected holding period 1.82-4.82 2.5-5.5 Expected volatility 70 % 70 % Expected dividend yield - - |
Schedule of Range of Probabilities | With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as: (in thousands) As of December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 1,526 $ 1,526 $ - $ - Liabilities: Convertible note payable $ 3,408 - - $ 3,408 Redeemable warrants $ 1,061 - - $ 1,061 (in thousands) As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Marketable Securities $ 695 $ 695 $ - $ - Liabilities: Redeemable warrants $ 962 - - $ 962 |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis | The changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): Redeemable warrants: Balance at December 31, 2017 $ 962 Warrants exercised and cancelled (222 ) Warrants issued 1,486 Fair value adjustments (1,165 ) Balance at December 31, 2018 $ 1,061 Convertible debt: Balance at December 31, 2017 $ - Note amount 3,170 Deferred debt discounts (344 ) Fair value adjustments 582 Balance at December 31, 2018 $ 3,408 |
Financing Obligation Arising _2
Financing Obligation Arising from Sale Leaseback Transaction (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments Under Financing Obligation | Future minimum payments required under the Financing Obligation and the balance of the Finance Obligation as of December 31, 2018, are as follows: During the year: (in thousands) 2019 $ 408 2020 417 2021 427 2022 438 2023 450 Thereafter 2,025 Total of payments 4,165 Less deferred issuance costs (245 ) Less discount on debt instrument (1,054 ) Less imputed interest (349 ) Total balance 2,517 Less current portion 199 Long term portion $ 2,318 |
Business (Details Narrative)
Business (Details Narrative) | Mar. 16, 2018USD ($) | Dec. 31, 2018USD ($)ft²shares | Dec. 31, 2017USD ($)Number |
Area of land | ft² | 30,000 | ||
Accumulated deficit | $ (318,573,000) | $ (308,760,000) | |
Annual base rent per year | $ 408,000 | ||
Number of foreign subsidiaries | Number | 1 | ||
March, 16 [Member] | |||
Purchase price | $ 4,080,000 | ||
Purchaser received common stock purchase | shares | 3,225,806 | ||
Lease term, description | The lease runs for 10 years, with two five year extensions. | ||
Lease term | 10 years | ||
Annual base rent per year | $ 408,000 | ||
Rent expense escalation rate, description | In the third and fourth it will escalate at the rate of 2.5% per year. For all subsequent years it will escalate at the rate of 3% per year. | ||
February 2018 [Member] | |||
Purchase price | $ 1,050,000 | ||
Purchase price nettled in cash | $ 963,254 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents | $ 299 | $ 1,412 | $ 2,408 |
Income tax federal statutory rate | 35.00% | ||
Accounts receivable | $ 235 | $ 24 | |
Antidilutive securities excluded from computation of earnings per share | 22,054,910 | 9,373,286 | |
Reduction Rate [Member] | |||
Income tax federal statutory rate | 21.00% | ||
Patent and Trademark Rights [Member] | |||
Estimated useful lives of patent and trademark rights | 17 years | ||
Minimum [Member] | |||
Estimated useful life | 3 years | ||
Maximum [Member] | |||
Estimated useful life | 39 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total property and equipment | $ 15,592 | $ 16,172 |
Less: accumulated depreciation and amortization | (7,810) | (7,586) |
Property and equipment, net | 7,782 | 8,586 |
Land, Buildings and Improvements [Member] | ||
Total property and equipment | 10,547 | 10,547 |
Furniture, Fixtures and Equipment [Member] | ||
Total property and equipment | $ 5,045 | $ 5,625 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Amount required to commence manufacturing process | $ 10,000 | |
Work-in-process inventory | $ 1,095 | $ 1,095 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Marketable Securities [Abstract] | ||
Unrealized losses on investments |
Marketable Securities - Schedul
Marketable Securities - Schedule of Available for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Amortized Cost | $ 1,529 | $ 684 |
Gross Unrealized Gains | 11 | |
Gross Unrealized Losses | (3) | |
Fair Value | 1,526 | 695 |
Short-Term Investments | 1,526 | 695 |
Long Term Investments | ||
Mutual Funds [Member] | ||
Amortized Cost | 1,529 | 684 |
Gross Unrealized Gains | 11 | |
Gross Unrealized Losses | (3) | |
Fair Value | 1,526 | 695 |
Short-Term Investments | 1,526 | 695 |
Long Term Investments |
Patents, Trademark Rights and_2
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Abandonment expense | $ 41 | $ 7 | |
Amortization expenses | 64 | 56 | |
Accumulated amortization | 272 | 249 | |
Patents [Member] | |||
Total cost | 1,183 | $ 1,107 | |
Additions to patent costs and licensing fees | 118 | $ 49 | |
Patent and Trademark Rights [Member] | |||
2019 | 64 | ||
2020 | 64 | ||
2021 | 64 | ||
2022 | 64 | ||
2023 | $ 64 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Compensation | $ 613 | $ 569 |
Professional fees | 83 | 506 |
Clinical trial expenses | 7 | 310 |
Other expenses | 302 | 581 |
Accrued expenses | $ 1,005 | $ 1,966 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 31, 2018 | Nov. 14, 2018 | Nov. 05, 2018 | Oct. 17, 2018 | Aug. 16, 2018 | Jun. 30, 2018 | Mar. 24, 2018 | Feb. 07, 2018 | Sep. 30, 2017 | Aug. 28, 2017 | Aug. 23, 2017 | Jul. 10, 2017 | Jun. 15, 2017 | Jun. 02, 2017 | Apr. 30, 2017 | Feb. 01, 2017 | Sep. 06, 2016 | Jul. 31, 2018 | May 31, 2018 | Apr. 20, 2018 | Feb. 28, 2018 | Sep. 30, 2017 | Aug. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 16, 2018 | Jun. 30, 2017 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | ||||||||||||||||||||||||
Common stock, restrictions usage | 8,000,000 | 8,000,000 | |||||||||||||||||||||||||
Reverse stock split description | 12 to 1 reverse stock split on the outstanding shares | ||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 130,000 | ||||||||||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 475,000 | $ 65,000 | |||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.3875 | ||||||||||||||||||||||||||
Number of shares issued in transaction, value | 1,250,000 | $ 803,000 | $ 237,000 | ||||||||||||||||||||||||
Common stock shares issued, value | $ 2,782,000 | $ 2,180,000 | |||||||||||||||||||||||||
Commissions paid | $ 25,000 | ||||||||||||||||||||||||||
Option exercise price per share | $ 0.31 | ||||||||||||||||||||||||||
Options holding period | 10 years | ||||||||||||||||||||||||||
Option vested years | 3 years | ||||||||||||||||||||||||||
Number of options, granted | 98,098 | ||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Number of warrants sold | 3,225,806 | ||||||||||||||||||||||||||
Common stock, shares outstanding | 48,734,712 | 48,734,712 | 32,884,786 | ||||||||||||||||||||||||
Maximum number of common stock reserved | 8,900,000 | 8,900,000 | |||||||||||||||||||||||||
Stock-based compensation expense | $ 145,000 | $ 86,000 | |||||||||||||||||||||||||
2009 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||
Number of options, granted | 4,675,221 | ||||||||||||||||||||||||||
Maximum number of common stock reserved | 22,000,000 | 22,000,000 | |||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||
Maximum number of common stock reserved | 7,000,000 | 7,000,000 | |||||||||||||||||||||||||
Equity Incentive Plans [Member] | |||||||||||||||||||||||||||
Unrecognized stock-based compensation cost related to options granted | $ 1,273,000 | $ 1,273,000 | $ 435,000 | ||||||||||||||||||||||||
Stock Warrants [Member] | |||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.39 | $ 0.39 | $ 0.39 | ||||||||||||||||||||||||
Warrants issued | 9,825,808 | 9,825,808 | 17,512,308 | ||||||||||||||||||||||||
Number of warrants sold | 17,512,308 | 17,512,308 | |||||||||||||||||||||||||
Number of warrants exercised | 2,800,000 | 2,500,000 | |||||||||||||||||||||||||
January and February 2018 [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,800,000 | 2,800,000 | |||||||||||||||||||||||||
Warrant exercise price per share | $ 0.45 | $ 0.45 | |||||||||||||||||||||||||
Warrant expiry date | Mar. 1, 2018 | Mar. 1, 2018 | |||||||||||||||||||||||||
Proceeds from warrants exercised | $ 1,260,000 | ||||||||||||||||||||||||||
Executive and Employees [Member] | |||||||||||||||||||||||||||
Number of shares issued upon transaction | 980,392 | ||||||||||||||||||||||||||
Common stock shares issued, value | $ 373,852 | ||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||
Percentage of fees paid | 100.00% | ||||||||||||||||||||||||||
Number of option purchased | 226,023 | ||||||||||||||||||||||||||
Options holding period | 10 years | ||||||||||||||||||||||||||
Option vested years | 3 years | ||||||||||||||||||||||||||
Other Employees [Member] | |||||||||||||||||||||||||||
Number of option purchased | 214,866 | ||||||||||||||||||||||||||
Options holding period | 10 years | ||||||||||||||||||||||||||
Option vested years | 3 years | ||||||||||||||||||||||||||
Percentage of salary paid | 20.00% | ||||||||||||||||||||||||||
Independent Directors One [Member] | |||||||||||||||||||||||||||
Percentage of fees paid | 100.00% | ||||||||||||||||||||||||||
Option exercise price per share | $ 0.30 | $ 0.37 | |||||||||||||||||||||||||
Number of options, granted | 152,053 | 226,023 | |||||||||||||||||||||||||
Independent Directors One [Member] | October 17, 2018 [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.22 | ||||||||||||||||||||||||||
Number of options, granted | 172,786 | ||||||||||||||||||||||||||
Independent Directors Two [Member] | |||||||||||||||||||||||||||
Percentage of fees paid | 100.00% | ||||||||||||||||||||||||||
Option exercise price per share | $ 0.30 | $ 0.37 | |||||||||||||||||||||||||
Number of options, granted | 152,053 | 226,023 | |||||||||||||||||||||||||
Independent Directors Two [Member] | October 17, 2018 [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.22 | ||||||||||||||||||||||||||
Number of options, granted | 172,786 | ||||||||||||||||||||||||||
Officers [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.31 | $ 0.30 | $ 0.37 | ||||||||||||||||||||||||
Percentage of salary paid | 40.00% | ||||||||||||||||||||||||||
Number of options, granted | 389,249 | 599,168 | 884,459 | ||||||||||||||||||||||||
Officers [Member] | October 17, 2018 [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.22 | ||||||||||||||||||||||||||
Options holding period | 10 years | ||||||||||||||||||||||||||
Option vested years | 1 year | ||||||||||||||||||||||||||
Number of options, granted | 808,712 | ||||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||
Number of shares issued upon transaction | 2,116,881 | ||||||||||||||||||||||||||
Percentage of salary paid | 50.00% | 50.00% | 50.00% | ||||||||||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.22 | ||||||||||||||||||||||||||
Option vested years | 10 years | ||||||||||||||||||||||||||
Number of options, granted | 1,154,284 | ||||||||||||||||||||||||||
Employee, Officers and Directors [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.22 | ||||||||||||||||||||||||||
Option vested years | 10 years | ||||||||||||||||||||||||||
Number of options, granted | 1,000 | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Maximum exchange warrants percentage | 19.90% | ||||||||||||||||||||||||||
Maximum [Member] | Stock Warrants [Member] | |||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.75 | ||||||||||||||||||||||||||
Maximum [Member] | Executive and Employees [Member] | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.69 | ||||||||||||||||||||||||||
Maximum [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.67 | ||||||||||||||||||||||||||
Maximum [Member] | Other Employees [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.67 | ||||||||||||||||||||||||||
Maximum [Member] | Employees [Member] | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.55 | ||||||||||||||||||||||||||
Minimum [Member] | Stock Warrants [Member] | |||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.45 | ||||||||||||||||||||||||||
Minimum [Member] | Executive and Employees [Member] | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.20 | ||||||||||||||||||||||||||
Minimum [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.36 | ||||||||||||||||||||||||||
Minimum [Member] | Other Employees [Member] | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.36 | ||||||||||||||||||||||||||
Minimum [Member] | Employees [Member] | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.31 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 5,000 | 5,000 | |||||||||||||||||||||||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||
Number of options, granted | 9,825,808 | 17,512,308 | |||||||||||||||||||||||||
Series A and B Exchange Warrant [Member] | |||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.45 | ||||||||||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||||||||||
Number of options, granted | 4,164,585 | 584,794 | |||||||||||||||||||||||||
Stock options exercisable term | 10 years | ||||||||||||||||||||||||||
Weighted-average grant-date fair value of options granted | $ 0.23 | $ 0.39 | |||||||||||||||||||||||||
Options fair value | $ 958,000 | $ 230,000 | |||||||||||||||||||||||||
Unvested Stock Options [Member] | |||||||||||||||||||||||||||
Number of options, granted | 4,164,585 | 584,794 | |||||||||||||||||||||||||
Weighted-average grant-date fair value of options granted | $ 0.23 | $ 0.39 | |||||||||||||||||||||||||
Options fair value | $ 958,000 | $ 230,000 | |||||||||||||||||||||||||
Stock-based compensation expense | $ 929,000 | $ 571,000 | |||||||||||||||||||||||||
Loss per share | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||
NonEmployee Stock Options [Member] | |||||||||||||||||||||||||||
Number of options, granted | 1,699,920 | 605,772 | |||||||||||||||||||||||||
Weighted-average grant-date fair value of options granted | $ 0.23 | $ 0.30 | |||||||||||||||||||||||||
Options fair value | $ 391,000 | $ 182,000 | |||||||||||||||||||||||||
Directors, Officers and Employees [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Payments approved for company shares, value | $ 500,000 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||||||||||||
Number of shares issued upon transaction | 1,818,185 | 3,333,334 | |||||||||||||||||||||||||
Shares issued price per share | $ 0.55 | $ 1.50 | |||||||||||||||||||||||||
Warrant exercise price per share | $ 0.75 | $ 2 | |||||||||||||||||||||||||
Percentage of fees paid | 7.00% | 7.00% | |||||||||||||||||||||||||
Number of shares issued in transaction | 6,600,000 | ||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Sales of stock price per shares | 0.39 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,370,000 | 1,363,639 | 2,500,000 | ||||||||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 1,000,000 | $ 5,000,000 | |||||||||||||||||||||||||
Warrant initially exercisable term | 6 months | 6 months | |||||||||||||||||||||||||
Warrant exercisable term | 5 years | 5 years | |||||||||||||||||||||||||
Warrant exercise price per share | $ 0.50 | $ 0.6875 | $ 1.875 | $ 0.39 | |||||||||||||||||||||||
Warrants to purchase shares, percentage | 5.00% | 5.00% | |||||||||||||||||||||||||
Number of shares issued in transaction | 90,910 | 166,667 | |||||||||||||||||||||||||
Warrant expiry date | Feb. 1, 2022 | Sep. 1, 2021 | |||||||||||||||||||||||||
Proceeds from warrants exercised | $ 1,055,000 | ||||||||||||||||||||||||||
Number of warrants sold | 6,600,000 | ||||||||||||||||||||||||||
Warrant description | Company also sold 6,600,000 warrants, 50% of which are Class A Warrants and 50% of which are Class B Warrants (collectively, the "Warrants"). | ||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 2,343,820 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series A Warrant [Member] | December 1, 2017 [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,370,000 | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.60 | ||||||||||||||||||||||||||
Warrant expiry date | Mar. 6, 2022 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series A Warrant [Member] | January 10, 2018 [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 130,000 | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.60 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series B Warrant [Member] | December 1, 2017 [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 7,584,000 | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.60 | ||||||||||||||||||||||||||
Warrant expiry date | Mar. 1, 2018 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series B Warrant [Member] | January 10, 2018 [Member] | |||||||||||||||||||||||||||
Number of warrant to purchase shares of common stock | 416,000 | ||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.60 | ||||||||||||||||||||||||||
Engagement Agreement [Member] | Placement Agent [Member] | |||||||||||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 7.00% | 7.00% | 10.50% | ||||||||||||||||||||||||
Engagement Agreement [Member] | Placement Agent [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Shares issued price per share | $ 1.875 | $ 1.875 | $ 0.625 | ||||||||||||||||||||||||
Number of shares issued in transaction | 166,667 | ||||||||||||||||||||||||||
Warrant expiry date | Sep. 1, 2021 | Sep. 1, 2021 | Jun. 1, 2022 | ||||||||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||||||
Warrant outstanding | 166,667 | 166,667 | 107,759 | ||||||||||||||||||||||||
Engagement Agreement [Member] | Placement Agent [Member] | Placement Agent Warrant [Member] | |||||||||||||||||||||||||||
Number of shares issued in transaction | 107,759 | ||||||||||||||||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||||||||||||||||
Number of shares issued in transaction | 2,176,392 | ||||||||||||||||||||||||||
Number of shares issued in transaction, value | $ 827,000 | ||||||||||||||||||||||||||
Commissions paid | $ 25,000 | ||||||||||||||||||||||||||
Equity Distribution Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Number of shares issued upon transaction | 6,549,157 | ||||||||||||||||||||||||||
Rights Agreement [Member] | |||||||||||||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Shares issued price per share | 21 | 21 | |||||||||||||||||||||||||
Warrant exercise price per share | $ 0.39 | $ 0.39 | |||||||||||||||||||||||||
Warrants issued | 9,825,808 | 9,825,808 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Options and Equity Estimated Based on Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Expected life | 5 years | |
Weighted average grant date fair value for options and equity warrants issued | $0.23 per option for 5,864,505 options | $0.35per option/warrant for 1,340,517 options/equity warrants |
Minimum [Member] | ||
Risk-free interest rate | 2.60% | 1.72% |
Expected life | 1 year 2 months 30 days | |
Expected volatility | 85.68% | 91.60% |
Maximum [Member] | ||
Risk-free interest rate | 3.00% | 1.89% |
Expected life | 5 years | |
Expected volatility | 86.89% | 144.15% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity Plans (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options, granted | 98,098 | ||
2009 Equity Incentive Plans [Member] | |||
Number of options outstanding, beginning of year | 1,877,295 | 695,061 | |
Number of options, granted | 4,675,221 | 1,190,567 | |
Number of options, forfeited | (213,855) | (8,333) | |
Number of options, exercised | |||
Number of options outstanding, end of year | 6,338,661 | 1,877,295 | |
Number of options exercisable, end of year | 2,376,353 | 1,046,487 | |
Available for future grants | 159,322 | 4,139,454 | |
Option price, forfeited | $ 1.56 | ||
Option price, exercised | |||
Weighted average exercise price outstanding, beginning of year | 1.92 | 4.70 | |
Weighted average exercise price, granted | 0.34 | 0.29 | |
Weighted average exercise price, forfeited | 28.26 | 1.56 | |
Weighted average exercise price, exercised | |||
Weighted average exercise price outstanding, end of year | $ 0.36 | 1.92 | |
Weighted average exercise price exercisable, end of year | $ 0.42 | ||
2009 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 1 year | 2 years | |
Option price outstanding, beginning of year | $ 0.33 | $ 1.56 | |
Option price, granted | 0.30 | 0.33 | |
Option price, forfeited | 8.16 | ||
Option price outstanding, end of year | 0.30 | 0.33 | |
Option price exercisable, end of year | $ 0.30 | $ 0.33 | |
2009 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 10 years | 10 years | |
Option price outstanding, beginning of year | $ 48.36 | $ 48.36 | |
Option price, granted | 0.38 | 0.67 | |
Option price, forfeited | 48.36 | ||
Option price outstanding, end of year | 48.36 | 48.36 | |
Option price exercisable, end of year | $ 48.36 | $ 48.36 | |
2018 Equity Incentive Plans [Member] | |||
Number of options outstanding, beginning of year | |||
Number of options, granted | 1,189,284 | ||
Number of options, forfeited | |||
Number of options, exercised | |||
Number of options outstanding, end of year | 1,189,284 | ||
Number of options exercisable, end of year | 294,404 | ||
Weighted average remaining contractual life (years) | 10 years | ||
Available for future grants | 5,810,716 | ||
Option price outstanding, beginning of year | |||
Option price, granted | 0.22 | ||
Option price, forfeited | |||
Option price, exercised | |||
Option price outstanding, end of year | 0.22 | ||
Option price exercisable, end of year | 0.22 | ||
Weighted average exercise price outstanding, beginning of year | |||
Weighted average exercise price, granted | 0.22 | ||
Weighted average exercise price, forfeited | |||
Weighted average exercise price, exercised | |||
Weighted average exercise price outstanding, end of year | 0.22 | ||
Weighted average exercise price exercisable, end of year | $ 0.22 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options, granted | 98,098 | ||
Weighted average exercise price, granted | $ 0.31 | ||
Employees [Member] | |||
Number of options outstanding, beginning of year | 1,203,918 | 836,256 | |
Number of options, granted | 4,164,585 | 584,794 | |
Number of options, forfeited | (257,917) | (217,132) | |
Number of options outstanding, end of year | 5,110,586 | 1,203,918 | |
Number of options, vested and expected to vest | 5,110,586 | ||
Number of options exercisable, end of year | 1,804,927 | ||
Weighted average exercise price outstanding, beginning of year | $ 5.91 | $ 16.82 | |
Weighted average exercise price, granted | 0.32 | 0.50 | |
Weighted average exercise price, forfeited | 18.01 | 33.35 | |
Weighted average exercise price outstanding, end of year | 0.75 | $ 5.91 | |
Weighted average exercise price, vested and expected to vest | 0.75 | ||
Weighted average exercise price outstanding, end of year | $ 1.04 | ||
Weighted average remaining contracted term (years) outstanding, beginning of year | 6 years 10 months 21 days | 4 years 5 months 20 days | |
Weighted average remaining contracted term (years) outstanding, end of year | 9 years 4 days | 6 years 10 months 21 days | |
Weighted average remaining contracted term (years), vested and expected to vest | 9 years 4 days | ||
Weighted average remaining contracted term (years), exercisable at end of year | 8 years 1 month 2 days | ||
Aggregate intrinsic value outstanding, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value outstanding, end of year | |||
Aggregate intrinsic value, vested and expected to vest | |||
Aggregate intrinsic value, exercisable at end of year | |||
Non-Employees [Member] | |||
Number of options outstanding, beginning of year | 834,876 | 271,500 | |
Number of options, granted | 1,699,920 | 605,772 | |
Number of options, exercised | |||
Number of options, forfeited | (109,104) | (42,396) | |
Number of options outstanding, end of year | 2,425,692 | 834,876 | |
Number of options, vested and expected to vest | 2,425,692 | ||
Number of options exercisable, end of year | 874,164 | ||
Weighted average exercise price outstanding, beginning of year | $ 2.70 | $ 10.41 | |
Weighted average exercise price, granted | 0.31 | 0.42 | |
Weighted average exercise price, exercised | |||
Weighted average exercise price, forfeited | 10.33 | 19.41 | |
Weighted average exercise price outstanding, end of year | 0.68 | $ 2.70 | |
Weighted average exercise price, vested and expected to vest | 0.68 | ||
Weighted average exercise price outstanding, end of year | $ 1.52 | ||
Weighted average remaining contracted term (years) outstanding, beginning of year | 6 years 8 months 9 days | 4 years 7 months 28 days | |
Weighted average remaining contracted term (years) outstanding, end of year | 8 years 6 months 18 days | 6 years 8 months 9 days | |
Weighted average remaining contracted term (years), vested and expected to vest | 8 years 6 months 18 days | ||
Weighted average remaining contracted term (years), exercisable at end of year | 7 years 9 months 11 days | ||
Aggregate intrinsic value outstanding, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, exercised | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value outstanding, end of year | |||
Aggregate intrinsic value, vested and expected to vest | |||
Aggregate intrinsic value, exercisable at end of year |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Unvested Stock Option Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options, granted | 98,098 | ||
Employees [Member] | |||
Number of options unvested, beginning of year | 366,148 | 90,625 | |
Number of options, granted | 4,164,585 | 584,794 | |
Number of options, vested | (1,225,074) | (309,271) | |
Number of options, forfeited | |||
Number of options unvested, end of year | 3,305,659 | 366,148 | |
Weighted average exercise price unvested, beginning of year | $ 0.48 | $ 1.72 | |
Weighted average exercise price, granted | 0.32 | 0.50 | |
Weighted average exercise price, vested | 0.36 | 0.88 | |
Weighted average exercise price, forfeited | |||
Weighted average exercise price unvested, end of year | $ 0.32 | $ 0.48 | |
Average remaining contractual term (years) unvested, beginning of year | 9 years 7 months 13 days | 9 years 3 months 29 days | |
Average remaining contractual term (years) unvested, end of year | 9 years 3 months 22 days | 9 years 7 months 13 days | |
Aggregate intrinsic value unvested, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, vested | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value unvested, end of year | |||
Non-Employees [Member] | |||
Number of options unvested, beginning of year | 464,965 | 26,389 | |
Number of options, granted | 1,699,920 | 606,772 | |
Number of options, vested | (613,357) | (163,335) | |
Number of options, forfeited | (4,861) | ||
Number of options unvested, end of year | 1,551,528 | 464,965 | |
Weighted average exercise price unvested, beginning of year | $ 0.36 | $ 1.65 | |
Weighted average exercise price, granted | 0.31 | 0.42 | |
Weighted average exercise price, vested | 0.35 | 0.57 | |
Weighted average exercise price, forfeited | 7.58 | ||
Weighted average exercise price unvested, end of year | $ 0.31 | $ 0.36 | |
Average remaining contractual term (years) unvested, beginning of year | 7 years 10 months 3 days | 8 years 7 months 10 days | |
Average remaining contractual term (years) unvested, end of year | 8 years 10 months 3 days | 7 years 10 months 3 days | |
Aggregate intrinsic value unvested, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, vested | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value unvested, end of year |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options, Granted | 98,098 | ||
Warrant [Member] | |||
Number of options outstanding, beginning of year | 7,334,490 | 2,830,516 | |
Number of options, Granted | 9,825,808 | 17,512,308 | |
Number of options, Forfeited | (25,000) | (10,508,334) | |
Number of options, Exercised | (2,800,000) | (2,500,000) | |
Number of options outstanding, end of year | 14,335,298 | 7,334,490 | |
Number of options exercisable, end of year | 14,335,298 | 7,334,490 | |
Weighted average remaining contractual life (years) | 2 years 3 months 19 days | 2 years 8 months 12 days | |
Warrant price, granted | $ 0.39 | ||
Warrant price, forfeited | 6 | ||
Warrant price, exercised | 0.45 | $ 0.50 | |
Weighted average exercise price outstanding, beginning of year | 0.63 | 2.16 | |
Weighted average exercise price, granted | 0.39 | 0.57 | |
Weighted average exercise price, forfeited | 6 | 0.61 | |
Weighted average exercise price, exercised | 0.45 | 0.50 | |
Weighted average exercise price outstanding, end of year | 0.49 | 0.63 | |
Weighted average exercise price exercisable, end of year | $ 0.49 | $ 0.63 | |
Warrant [Member] | Minimum [Member] | |||
Years exercisable | 2019 | 2017 | |
Warrant price outstanding, beginning of year | $ 0.45 | $ 1.08 | |
Warrant price, granted | 0.45 | ||
Warrant price, forfeited | 0.60 | ||
Warrant price outstanding, end of year | 0.39 | 0.45 | |
Warrant price exercisable, end of year | $ 0.39 | $ 0.45 | |
Warrant [Member] | Maximum [Member] | |||
Years exercisable | 2023 | 2023 | |
Warrant price outstanding, beginning of year | $ 10.68 | $ 24 | |
Warrant price, granted | 0.75 | ||
Warrant price, forfeited | 24 | ||
Warrant price outstanding, end of year | 10.68 | 10.68 | |
Warrant price exercisable, end of year | $ 10.68 | $ 10.68 |
Segment and Related Informati_2
Segment and Related Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2018Number | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Research, Consulting and Supp_2
Research, Consulting and Supply Agreements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Payments for research and consulting | $ 1,398 | |
Jubilant Hollister-Stier Laboratories LLC [Member] | ||
Payments for research and consulting | 1,078 | $ 320 |
Nitto Avecia Pharma Services, Inc [Member] | ||
Gain on litigation settlement | $ 474 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employer matching contribution vesting period | 1 year | |
Percentage of employer matching contribution | 6.00% | |
Hemispherx Biopharma Employees 401(k) Plan [Member] | ||
Minimum eligibility of employee service period | 1 year | |
Percentage of maximum annual contribution per employee, as percentage of their annual salary | 15.00% | |
Employer contributions to the plan | $ 0 | $ 0 |
Royalties, License and Employ_2
Royalties, License and Employment Agreements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock options vesting period | 3 years | ||
Number of options, granted | 98,098 | ||
Stock compensation expense | $ 145 | $ 86 | |
Adam Pascale [Member] | Stock Options [Member] | |||
Number of option granted | 37,712 | ||
Salary reduction percentage | 20.00% | ||
Adam Pascale [Member] | Maximum [Member] | Stock Options [Member] | |||
Share price per share | $ .49 | ||
Adam Pascale [Member] | Minimum [Member] | Stock Options [Member] | |||
Share price per share | $ .36 | ||
Peter Rodino [Member] | Stock Options [Member] | |||
Number of option granted | 52,796 | ||
Salary reduction percentage | 20.00% | ||
Peter Rodino [Member] | Maximum [Member] | Stock Options [Member] | |||
Share price per share | $ 0.49 | ||
Peter Rodino [Member] | Minimum [Member] | Stock Options [Member] | |||
Share price per share | $ 0.36 | ||
Chief Executive Officer [Member] | |||
Number of option granted | 300,000 | ||
Share price per share | $ .56 | ||
Options term | 10 years | ||
Chief Executive Officer [Member] | Stock Options [Member] | |||
Number of option granted | 113,135 | ||
Salary reduction percentage | 20.00% | ||
Chief Executive Officer [Member] | Maximum [Member] | Stock Options [Member] | |||
Share price per share | $ .49 | ||
Chief Executive Officer [Member] | Minimum [Member] | Stock Options [Member] | |||
Share price per share | $ .36 | ||
Employment Contractual Agreements [Member] | Executive Officer [Member] | |||
Annual base compensation | $ 1,247 | $ 1,164 | |
Percent of performance bonus | 20.00% | ||
Employment Agreement [Member] | |||
Number of option granted | 300,000 | ||
Share price per share | $ 0.30 | ||
Options term | 10 years | ||
Stock options vesting period | 1 year | ||
Employment Agreement [Member] | Stock Options [Member] | |||
Number of option granted | 1,192,003 | ||
Employment Agreement [Member] | Maximum [Member] | |||
Options term | 3 years | ||
Employment Agreement [Member] | Maximum [Member] | Stock Options [Member] | |||
Share price per share | $ .38 | ||
Salary deferrals percentage | 50.00% | ||
Employment Agreement [Member] | Minimum [Member] | |||
Options term | 1 year | ||
Employment Agreement [Member] | Minimum [Member] | Stock Options [Member] | |||
Share price per share | $ .22 | ||
Salary deferrals percentage | 40.00% | ||
Employment Agreement [Member] | Adam Pascale [Member] | |||
Options term | 10 years | ||
Number of options, granted | 430,668 | ||
Employment Agreement [Member] | Adam Pascale [Member] | Maximum [Member] | |||
Share price per share | $ .38 | ||
Salary deferrals percentage | 50.00% | ||
Employment Agreement [Member] | Adam Pascale [Member] | Minimum [Member] | |||
Share price per share | $ .22 | ||
Salary deferrals percentage | 40.00% | ||
Employment Agreement [Member] | Peter Rodino [Member] | |||
Options term | 10 years | ||
Number of options, granted | 597,935 | ||
Employment Agreement [Member] | Peter Rodino [Member] | Maximum [Member] | |||
Share price per share | $ 0.38 | ||
Salary deferrals percentage | 50.00% | ||
Employment Agreement [Member] | Peter Rodino [Member] | Minimum [Member] | |||
Share price per share | $ 0.22 | ||
Salary deferrals percentage | 40.00% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||
Rent expense | $ 76 | $ 253 |
Income Taxes (FASB ASC 740 In_3
Income Taxes (FASB ASC 740 Income Taxes) (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Federal [Member] | ||
Effective federal statutory rate reduction | 21.00% | 35.00% |
Net operating loss carryforwards | $ 183,000 | |
Net operating loss carryforwards with no expiration date | $ 7,000 | |
Description of operating loss carryforwards | expiring in the years 2019 through 2037 | |
Pennsylvania Division of Tax [Member] | ||
Net operating loss carryforwards | $ 34,000 | |
Description of operating loss carryforwards | expiring in the years 2019 through 2033 | |
New Jersey Division of Taxation [Member] | ||
Net operating loss carryforwards | $ 10,000 | |
Description of operating loss carryforwards | expiring in 2038 | |
New Jersey Division of Taxation [Member] | 2017 TaxYear [Member] | ||
Net operating loss carryforwards | $ 10,000 | |
Approximate value of operating loss carryforwards | $ 859 | |
New Jersey Division of Taxation [Member] | 2016 TaxYear [Member] | ||
Net operating loss carryforwards | $ 8,000 | |
Approximate value of operating loss carryforwards | 622 | |
Research and development credits | $ 169 |
Income Taxes (FASB ASC 740 In_4
Income Taxes (FASB ASC 740 Income Taxes) - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 39,866 | $ 38,005 |
Amortization & depreciation | 131 | 138 |
Accrued expenses | 100 | 51 |
Stock compensation | 191 | 120 |
Total deferred tax assets | 40,288 | 38,314 |
Research and development costs | (127) | (189) |
Deferred tax assets, net | 40,161 | 38,125 |
Less: Valuation allowance | (40,161) | (38,125) |
Deferred tax assets, net |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Mar. 16, 2018 | May 31, 2017 | Sep. 28, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||||
Maximum funding line | $ 4,000,000 | |||
Monthly advance in the line of credit | 1,900,000 | |||
Amount of future advances | $ 2,000,000 | |||
Interest rate description | The Company paid interest on this note at a fixed rate of 12% per annum for the first 18 months and change to a rate equal to 800 basis points above the prime rate of interest during the remainder of the term; however, the interest rate was not to be less than 12% for the entire term. | |||
Note interest rate | 12.00% | 10.00% | ||
Note payable | $ 1,835,000 | |||
Debt instrument, unamortized | 1,900,000 | |||
Deferred finance costs | $ 65,000 | |||
Sale leaseback property and assets | $ 1,956,803 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 28, 2018 | May 31, 2017 | |
Debt Disclosure [Abstract] | ||||
Convertible promissory note | $ 3,170 | |||
Convertible promissory note, interest percentage | 10.00% | 12.00% | ||
Common stock issued | 500,000 | |||
Proceeds from convertible promissory note | $ 3,000 | |||
Debt retained by the holder | 170 | |||
Legal fees | 20 | |||
Original issue discount | 150 | |||
Third-party fees | $ 210 | |||
Convertible note, conversion price per share | $ 0.30 | |||
Convertible note, conversion description | The number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the lesser of $0.30 or 80% of the lowest Volume Weighted Average Price ("VWAP") during the ten (10) trading days immediately preceding the applicable measurement date (the "Market Price"). | |||
Common stock reserved | 8,900,000 | |||
Common stock issuance, maximum percentage | 19.99% | |||
Fair value of convertible note adjustment | $ (582) | |||
Interest expense | 201 | |||
Amortization of Note discount | $ 119 |
Certain Relationships and Rel_2
Certain Relationships and Related Transactions (Details Narrative) - Employment Agreement [Member] - Mr.Thomas K. Equels [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Compensation paid | $ 18 | $ 22 |
Parentage of cost recovery of sales revenue | 5.00% | 5.00% |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | ||
Credit based sales |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Sale of stock, description | The Company also has certain warrants with a cash settlement feature in the unlikely occurrence of a Fundamental Transaction | |
Probability of fundamental transaction | 5.00% | |
Floor rate used as proxy for future volatility percentage | 100.00% | |
Fair Value of redeemable warrants | $ 1,265 | $ 2,050 |
Warrant [Member] | ||
Fair Value of redeemable warrants | $ 1,161 | $ 962 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair value measurement, input Percentage | 0.00% |
Fair Value - Schedule of Assump
Fair Value - Schedule of Assumptions to Estimate Fair Value of Warrants (Details) - $ / shares | Apr. 24, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair value measurement, input Percentage | 0.00% | ||
August 2016 Warrants [Member] | |||
Underlying price per share | $ 0.18 | $ 0.35 | |
August 2016 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Fair value measurement, input per share | $ 1.88 | $ 1.88 | |
August 2016 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair value measurement, input Percentage | 2.47% | 2.05% | |
August 2016 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Fair value measurement, input term | 2 years 8 months 2 days | 3 years 8 months 12 days | |
August 2016 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Fair value measurement, input Percentage | 70.00% | 65.00% | |
August 2016 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair value measurement, input Percentage | 0.00% | 0.00% | |
February 2017 Warrants [Member] | |||
Underlying price per share | $ .18 | $ 0.35 | |
February 2017 Warrants [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||
Fair value measurement, input per share | .69 | 0.69 | |
February 2017 Warrants [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||
Fair value measurement, input per share | $ .75 | $ 0.75 | |
February 2017 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair value measurement, input Percentage | 2.47% | 2.10% | |
February 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Fair value measurement, input term | 4 years 1 month 6 days | ||
February 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Fair value measurement, input term | 3 years 7 months 2 days | ||
February 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Fair value measurement, input term | 3 years 7 months 6 days | ||
February 2017 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Fair value measurement, input Percentage | 70.00% | 65.00% | |
February 2017 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair value measurement, input Percentage | 0.00% | 0.00% | |
June 2017 Warrants [Member] | |||
Underlying price per share | $ 0.18 | $ 0.35 | |
June 2017 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Fair value measurement, input per share | $ 0.63 | $ 0.63 | |
June 2017 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair value measurement, input Percentage | 2.47% | 2.14% | |
June 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Fair value measurement, input term | 3 years 5 months 1 day | 4 years 4 months 24 days | |
June 2017 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Fair value measurement, input Percentage | 70.00% | 65.00% | |
June 2017 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair value measurement, input Percentage | 0.00% | 0.00% | |
August 2017 Warrants [Member] | |||
Underlying price per share | $ 0.18 | $ 0.35 | |
August 2017 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Fair value measurement, input per share | $ 0.45 | $ 0.45 | |
August 2017 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair value measurement, input Percentage | 2.46% | ||
August 2017 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair value measurement, input Percentage | 1.33% | ||
August 2017 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair value measurement, input Percentage | 2.11% | ||
August 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Fair value measurement, input term | 3 years 2 months 5 days | ||
August 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Fair value measurement, input term | 2 months 12 days | ||
August 2017 Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Fair value measurement, input term | 4 years 2 months 12 days | ||
August 2017 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Fair value measurement, input Percentage | 70.00% | 65.00% | |
August 2017 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair value measurement, input Percentage | 0.00% | 0.00% | |
April 2018 Warrants [Member] | |||
Underlying price per share | $ 0.34 | $ 0.18 | |
April 2018 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Fair value measurement, input per share | $ 0.39 | $ 0.39 | |
April 2018 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair value measurement, input Percentage | 2.51% | ||
April 2018 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair value measurement, input Percentage | 2.56% | ||
April 2018 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair value measurement, input Percentage | 2.86% | ||
April 2018 Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Fair value measurement, input term | 2 years 6 months | 1 year 9 months 25 days | |
April 2018 Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Fair value measurement, input term | 5 years 6 months | 4 years 9 months 25 days | |
April 2018 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Fair value measurement, input Percentage | 70.00% | 70.00% | |
April 2018 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair value measurement, input Percentage | 0.00% | 0.00% |
Fair Value - Schedule of Range
Fair Value - Schedule of Range of Probabilities (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum [Member] | |
Percentage of probability | 0.50% |
Weighted Average [Member] | |
Percentage of probability | 1.00% |
Maximum [Member] | |
Percentage of probability | 5.00% |
Fair Value - Schedule of Assets
Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Marketable securities | $ 1,526 | $ 695 |
Convertible note payable | 3,408 | |
Redeemable warrants | 1,061 | 962 |
Level 1 [Member] | ||
Marketable securities | 1,526 | 695 |
Convertible note payable | ||
Redeemable warrants | ||
Level 2 [Member] | ||
Marketable securities | ||
Convertible note payable | ||
Redeemable warrants | ||
Level 3 [Member] | ||
Marketable securities | ||
Convertible note payable | 3,408 | |
Redeemable warrants | $ 1,061 | $ 962 |
Fair Value - Schedule of Change
Fair Value - Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Redeemable Warrants [Member] | |
Balance at beginning | $ 962 |
Warrants exercised and cancelled | (222) |
Warrants issued | 1,486 |
Fair value adjustments | (1,165) |
Balance at ending | 1,061 |
Convertible Debt [Member] | |
Balance at beginning | |
Note amount | 3,170 |
Deferred debt discounts | (344) |
Fair value adjustments | 582 |
Balance at ending | $ 3,408 |
Financing Obligation Arising _3
Financing Obligation Arising from Sale Leaseback Transaction (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 |
Leases [Abstract] | ||
Proceeds from sale of property | $ 4,080 | |
Lease of rent expenses | $ 408 | |
Lease and property agreement description | lease the property back for ten years at $408,000 per year for two years through March 31, 2020. The lease payments will increase 2.5% per year for the next three years through March 31, 2023 and the lease payments will increase 3% for the remaining five years through March 31, 2028 | |
Warrant term | 5 years | |
Warrant to purchase of common stock | 3,225,806 | |
Warrant exercise price per share | $ 0.3875 | |
Warrant closing price, percentage | 125.00% | |
Warrant owning excess percentage | 4.99% | |
Interest expenses | $ 61 |
Financing Obligation Arising _4
Financing Obligation Arising from Sale Leaseback Transaction - Schedule of Future Minimum Payments Under Financing Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||
2019 | $ 408 | |
2020 | 417 | |
2021 | 427 | |
2022 | 438 | |
2023 | 450 | |
Thereafter | 2,025 | |
Total of payments | 4,165 | |
Less deferred issuance costs | (245) | |
Less discount on debt instrument | (1,054) | |
Less imputed interest | (349) | |
Total balance | 2,517 | |
Less current portion | 199 | |
Long term portion | $ 2,318 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 13, 2019 | Dec. 31, 2018 | Mar. 26, 2019 | Feb. 26, 2019 | Mar. 16, 2018 | Jul. 10, 2017 |
Conversion price per share | $ 0.20 | |||||
Number of warrant to purchase shares of common stock | 130,000 | |||||
Warrant exercise price per share | $ 0.3875 | |||||
Warrant exercisable term | 5 years | |||||
Funds realized from sale of securities in the rights offering | $ 4,690 | |||||
Received from rights offering | $ 4,690 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Closing price per share | $ 0.16 | $ 0.20 | ||||
Average price per share | 19.00% | |||||
Subsequent Event [Member] | Iliad Research and Trading, L.P. [Member] | Secured Convertible Promissory Note [Member] | ||||||
Convertible notes maturity date extended term | September 28, 2019 to September 28, 2020 | |||||
Maximum redeem limit per month | $ 300,000 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Subscription price per unit | $ 1,000 | |||||
Face value | $ 1,000 | |||||
Warrant [Member] | ||||||
Number of warrant to purchase shares of common stock | 5,000 | |||||
Warrant exercise price per share | $ 0.20 |