☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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DELAWARE
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93-0987903
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(I.R.S. EMPLOYER
IDENTIFICATION NO.)
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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Page
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1
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2
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3
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4
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5
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24
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37
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37
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38
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39
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39
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39
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39
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39
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40
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41
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June
30,
2018
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December
31,
2017
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Assets
|
(Unaudited)
|
Note
1
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$594,407
|
$885,710
|
Prepaid
expenses
|
31,286
|
150,462
|
Other current
assets
|
142,616
|
171,346
|
Total current
assets
|
768,309
|
1,207,518
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Property and
equipment, net
|
497,753
|
578,206
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Goodwill
|
6,826,003
|
6,826,003
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Other
assets
|
178,597
|
178,597
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Total
assets
|
$8,270,662
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$8,790,324
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Liabilities
and Stockholders’ (Deficit) Equity
|
|
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Current
liabilities:
|
|
|
Accounts
payable
|
$1,979,438
|
$1,090,904
|
Accrued
compensation
|
343,227
|
311,675
|
Accrued clinical
operations and site costs
|
2,592,820
|
1,669,201
|
Accrued lease
termination fee
|
590,504
|
590,504
|
Other accrued
expenses
|
465,981
|
404,923
|
Interest
payable
|
71,639
|
39,373
|
Current portion of
notes payable
|
1,666,667
|
1,681,876
|
Current portion of
capital lease payable
|
18,558
|
17,810
|
Total current
liabilities
|
7,728,834
|
5,806,266
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Non-current
liabilities:
|
|
|
Non-current portion
of notes payable, net
|
875,551
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1,621,483
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Non-current portion
of capital lease payable
|
36,387
|
45,857
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Other non-current
liabilities
|
196,630
|
186,278
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Total non-current
liabilities
|
1,108,568
|
1,853,618
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Total
liabilities
|
8,837,402
|
7,659,884
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Commitments and
contingencies
|
|
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Stockholders’
(deficit) equity:
|
|
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Series D
convertible preferred stock, $0.01 par value, 1,000,000 shares
authorized, 44,104 shares issued and outstanding as of June 30,
2018 and December 31, 2017, with a liquidation preference of
$441
|
441
|
441
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Series E
convertible preferred stock, $0.01 par value, 100,000 shares
authorized, 33,333 shares issued and outstanding as of June 30,
2018 and December 31, 2017, with a liquidation preference of
$333
|
333
|
333
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Series I
convertible preferred stock, $0.01 par value, 1,968,664 shares
authorized, 645,640 and 798,460 shares issued and outstanding as of
June 30, 2018 and December 31, 2017, respectively, with a
liquidation preference of $6,456 and $7,984 as of June 30, 2018 and
December 31, 2017, respectively
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6,456
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7,984
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Series J
convertible preferred stock, $0.01 par value, 3,400 shares
authorized, 773 shares
issued and outstanding as of June 30, 2018 and December 31, 2017,
with a liquidation preference of $531,252
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8
|
8
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Series K
convertible preferred stock, $0.01 par value, 65,000 shares
authorized, 63,150 shares issued and outstanding as of June 30,
2018 and December 31, 2017, with a liquidation preference of
$632
|
632
|
632
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Series L
convertible preferred stock, $0.01 par value, 58,000 shares
authorized, 45,500 and
58,000 shares issued and outstanding as of June 30, 2018, and
December 31, 2017, respectively, with a liquidation preference of
$4,550,000 and $5,800,000 as of June 30, 2018 and December 31,
2017, respectively
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455
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580
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Series M
convertible preferred stock, $0.01 par value, 10,000 shares
authorized, 5,000 and no shares issued and outstanding as of June
30, 2018 and December 31, 2017, respectively, with a liquidation
preference of $1,500,000 and $0 as of June 30, 2018 and December
31, 2017, respectively
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50
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0
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Series N
convertible preferred stock, $0.01 par value, 20,000 shares
authorized, 5,363.64 and no shares issued and outstanding as of
June 30, 2018 and December 31, 2017, respectively, with a
liquidation preference of $53.64 and $0 as of June 30, 2018 and
December 31, 2017, respectively
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54
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0
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Series O
convertible preferred stock, $0.01 par value, 20,000 shares
authorized, 10,605.56 and no shares issued and outstanding as of
June 30, 2018 and December 31, 2017, respectively, with a
liquidation preference of $106.06 and $0 as of June 30, 2018 and
December 31, 2017, respectively
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106
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0
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Common stock, $0.01
par value, 150,000,000 shares authorized, 9,253,081 and 6,862,928
shares issued and outstanding as of June 30, 2018 and
December 31, 2017, respectively
|
92,531
|
68,629
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Additional paid-in
capital
|
118,022,761
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112,105,470
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Accumulated
deficit
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(118,690,567)
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(111,053,637)
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Total
stockholders’ (deficit) equity
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(566,740)
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1,130,440
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Total liabilities
and stockholders’ (deficit) equity
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$8,270,662
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$8,790,324
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Three
Months Ended
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Six
Months Ended
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June
30,
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June
30,
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2018
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2017
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2018
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2017
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Revenues:
|
|
|
|
|
License
agreements
|
$700,000
|
$—
|
$700,000
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$—
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Total
revenues
|
700,000
|
—
|
700,000
|
—
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
Research
and development
|
1,086,486
|
2,332,700
|
2,716,342
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5,151,064
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General
and administrative
|
2,083,561
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3,408,042
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3,888,542
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5,681,992
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Total operating
costs and expenses
|
3,170,047
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5,740,742
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6,604,884
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10,833,056
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Loss from
operations
|
(2,470,047)
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(5,740,742)
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(5,904,884)
|
(10,833,056)
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Interest and other
expense
|
(157,951)
|
(249,126)
|
(343,867)
|
(511,666)
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Net
loss
|
$(2,627,998)
|
$(5,989,868)
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$(6,248,751)
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$(11,344,722)
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Deemed dividend on
inducement shares
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(1,388,179)
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(5,220,000)
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(1,388,179)
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(5,220,000)
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Deemed dividend on
warrant reprice
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—
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(19,413)
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—
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(19,413)
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Net loss allocable
to common stockholders
|
$(4,016,177)
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$(11,229,281)
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$(7,636,930)
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$(16,584,135)
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Basic and diluted
net loss per share
|
$(0.44)
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$(4.40)
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$(0.86)
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$(7.12)
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Shares used to
calculate basic and diluted net loss per share
|
9,173,718
|
2,554,233
|
8,846,793
|
2,328,648
|
|
Series D through
O Convertible
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders' (Deficit)
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Shares
|
Amount
|
Shares
|
Amount
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Capital
|
Deficit
|
Equity
|
Balance
at December 31, 2017
|
997,820
|
$9,978
|
6,862,928
|
$68,629
|
$112,105,470
|
$(111,053,637)
|
$1,130,440
|
Issuance of common
stock, Series M Convertible Preferred Stock and warrants in
connection with February 2018 financing
|
5,000
|
50
|
555,557
|
5,556
|
2,694,394
|
—
|
2,700,000
|
Issuance of common
stock, Series N Convertible Preferred Stock in connection with May
2018 financing
|
5,364
|
54
|
218,182
|
2,182
|
827,764
|
—
|
830,000
|
Issuance of
inducement shares of Series O Convertible Preferred Stock in
connection with May 2018 financing
|
10,606
|
106
|
—
|
—
|
(106)
|
—
|
—
|
Deemed dividends on
inducement shares, May 2018
|
—
|
—
|
—
|
—
|
1,388,179
|
(1,388,179)
|
—
|
Conversion of
Series I Preferred Stock to common stock
|
(152,820)
|
(1,528)
|
50,940
|
509
|
1,019
|
—
|
—
|
Conversion of
Series L Preferred Stock to common stock
|
(12,500)
|
(125)
|
694,445
|
6,944
|
(6,819)
|
—
|
—
|
Issuance of whole
in lieu of fractional shares resulting from reverse split in
February 2018
|
—
|
—
|
50,991
|
510
|
(510)
|
—
|
—
|
Common stock issued
upon vesting of restricted stock units in January 2018, net of
payroll taxes
|
—
|
—
|
797,977
|
7,980
|
(7,980)
|
—
|
—
|
Common stock issued
upon vesting of restricted stock units in April 2018, net of shares
withheld for payroll taxes
|
—
|
—
|
22,061
|
221
|
(17,197)
|
—
|
(16,976)
|
Stock-based
compensation
|
—
|
—
|
—
|
—
|
1,038,547
|
—
|
1,038,547
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(6,248,751)
|
(6,248,751)
|
Balance
at June 30, 2018
|
853,470
|
$8,535
|
9,253,081
|
$92,531
|
$118,022,761
|
$(118,690,567)
|
$(566,740)
|
|
Six
Months
Ended
June 30,
|
|
|
2018
|
2017
|
Operating
activities
|
|
|
Net
loss
|
$(6,248,751)
|
$(11,344,722)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation and
amortization
|
80,453
|
83,933
|
Stock-based
compensation
|
1,038,547
|
3,502,636
|
Issuance of
restricted stock for services
|
—
|
63,550
|
Amortization and
accretion related to notes payable
|
91,880
|
215,195
|
Increase (decrease)
in operating assets and liabilities:
|
|
|
Other
receivables
|
28,732
|
22,829
|
Prepaid expenses
and other
|
119,924
|
146,967
|
Accounts
payable
|
888,534
|
931,817
|
Accrued clinical
operations and site costs
|
923,619
|
424,738
|
Accrued
compensation
|
31,552
|
(131,464)
|
Other accrued
expenses
|
99,197
|
59,216
|
Net cash used in
operating activities
|
(2,946,313)
|
(6,025,305)
|
|
|
|
Investing
activities
|
|
|
Purchases of
property and equipment
|
—
|
(4,142)
|
Net cash used in
investing activities
|
—
|
(4,142)
|
|
|
|
Financing
activities
|
|
|
February private
placement, net of issuance costs
|
2,700,000
|
—
|
May private
placements, net of issuance costs
|
830,000
|
820,571
|
Underwritten
offering, net of issuance costs
|
—
|
3,702,257
|
Principal payments
on notes payable to Oxford Finance
|
(833,333)
|
(555,556)
|
Principal payments
on financed insurance policies
|
(15,210)
|
(61,883)
|
Principal payments
on capital lease
|
(9,470)
|
(8,326)
|
Purchase of vested
employee stock in connection with tax withholding
obligation
|
(16,977)
|
—
|
Net cash provided
by financing activities
|
2,655,010
|
3,897,063
|
Net change in cash
and cash equivalents
|
(291,303)
|
(2,132,384)
|
Cash and cash
equivalents at beginning of period
|
885,710
|
3,979,290
|
Cash and cash
equivalents at end of period
|
$594,407
|
$1,846,906
|
|
|
|
Supplemental
disclosures:
|
|
|
Cash
paid during the period for income taxes
|
$1,850
|
$1,600
|
Cash
paid during the period for interest on notes payable and the
capital lease
|
$220,105
|
$302,256
|
|
|
|
Supplemental
disclosures of non-cash investing and financing
information:
|
|
|
Purchase of
equipment in accounts payable
|
$0
|
$16,930
|
Deemed dividend on
issuance of inducement shares
|
$1,388,179
|
$5,220,000
|
Conversion of
preferred stock to common stock – Series D
|
$—
|
$4,647
|
Conversion of
preferred stock to common stock – Series I
|
$1,528
|
$—
|
Conversion of
preferred stock to common stock – Series L
|
$125
|
$—
|
Fair value of
repricing warrants issued in previous financing
|
$—
|
$19,413
|
Common stock issued
upon vesting of RSUs
|
$8,201
|
$—
|
Years ending
December 31:
|
|
2018
(remaining)
|
$833,333
|
2019
|
1,666,667
|
2020
|
277,778
|
Notes payable,
balance as of June 30, 2018
|
2,777,778
|
Unamortized
discount on notes payable
|
(235,560)
|
Notes payable, net,
balance as of June 30, 2018
|
2,542,218
|
Current portion of
notes payable, net
|
(1,666,667)
|
Non-current portion
of notes payable, net
|
$875,551
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Risk-free
interest rate
|
2.7%
|
|
1.8%
|
|
2.4%
|
|
1.5 to
2.0%
|
Dividend
yield
|
0%
|
|
0%
|
|
0%
|
|
0%
|
Expected
volatility
|
82%
|
|
80%
|
|
87%
|
|
73 to
85%
|
Expected
life of options, in years
|
5.5
yrs.
|
|
5
yrs.
|
|
5.5
yrs.
|
|
1.4 to
6.0 yrs.
|
Weighted-average
grant date fair value
|
$0.73
|
|
$1.14
|
|
$1.42
|
|
$1.53
|
|
Three
Months Ended
|
Three
Months Ended
|
Six
Months Ended
|
Six
Months Ended
|
|
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|
2018
|
2017
|
2018
|
2017
|
Research and
development
|
$73,662
|
$376,684
|
$244,822
|
$697,359
|
General and
administrative
|
340,278
|
2,093,140
|
793,725
|
2,805,277
|
Total stock-based
compensation expense
|
$413,940
|
$2,469,824
|
$1,038,547
|
$3,502,636
|
|
Options
Outstanding
|
Weighted-Average
Exercise Price
|
Outstanding at
December 31, 2017
|
953,937
|
$13.97
|
Granted
|
1,186,000
|
1.99
|
Exercised
|
—
|
—
|
Forfeited/cancelled/expired
|
(121,707)
|
4.49
|
Outstanding and
expected to vest at June 30, 2018
|
2,018,230
|
$7.50
|
Vested and
exercisable at June 30, 2018
|
788,727
|
$13.78
|
|
Shares
|
Weighted
Average
Grant-Date
Fair
Value
|
Non-vested at
December 31, 2017
|
832,226
|
$3.88
|
Granted
|
—
|
—
|
Vested
|
(830,725)
|
50.28
|
Forfeited
|
—
|
—
|
Non-vested at June
30, 2018
|
1,501
|
$39.29
|
Common stock
reserved for conversion of preferred stock
|
7,869,862
|
Warrants to
purchase common stock
|
1,278,243
|
Common stock
options outstanding
|
2,018,230
|
Authorized for
future grant or issuance under the Stock Plan
|
457,188
|
Unvested restricted
stock
|
1,501
|
Total
|
11,625,024
|
|
Six
Months Ended June 30,
|
|
|
2018
|
2017
|
Common stock
reserved for conversion of preferred stock
|
7,869,862
|
965,661
|
Warrants to
purchase common stock
|
1,278,243
|
35,747
|
Common stock
options outstanding
|
2,018,230
|
1,988,383
|
Unvested restricted
stock
|
1,501
|
691,138
|
Total
|
11,167,836
|
3,680,929
|
Board
Nomination:
|
|
To
nominate one (1) candidate to the Board of Directors acceptable to
the holder of a majority of the Series G Preferred Stock by
December 31, 2017, and that (2) two current Board members would
resign.
|
Executive
Hire:
|
|
To hire
a new C-level executive in a leadership role by July 15,
2017.
|
Board
Compensation:
|
|
To
issue an aggregate of 350,000 options to certain employees and
members of the Board of Directors, at a price not less than $6.00
per share, and 16,667 options to each other member of the Board of
Directors at the current market price in connection with this
offering. The options were issued pursuant to the Company’s
option plan, subject to the requisite approvals and availability
under the plan. The company was responsible for obtaining the
approval of the Board of Directors and stockholders of the Company
to the extent the company needed their approval to increase the
number of shares available under the plan. All Board of Director
fees were waived for 2017.
|
Funds
Held in Escrow:
|
|
$500,000
of the funds from the May 2017 Public Offering were to be held in
escrow and released to one or more investor relations services
acceptable to the Company following the closing of this
offering.
|
HS
Contrarian Investments, LLC
|
GRQ
Consultants, Inc. Roth 401K FBO Barry Honig Trustee
|
GRQ
Consultants, Inc. Roth 401K FBO Renee Honig Trustee
|
Grander
Holdings, Inc. 401K
|
Robert
B. Prag
|
David
Moss
|
Paradox
Capital Partners, LLC
|
Melechdavid,
Inc.
|
Melechdavid,
Inc. Retirement Plan
|
Robert
S. Colman Trust UDT 3/13/85
|
Sargeant
Capital Ventures, LLC
|
Edward
W. Easton TTEE The Easton Group ORP PSP U/A DTD
02/09/2000
|
Donald
E. Garlikov
|
Airy
Properties
|
Ryan
O'Rourke
|
Corey
Patrick O'Rourke
|
2018
(remaining)
|
$11,203
|
2019
|
22,402
|
2020
|
22,402
|
2021
|
7,468
|
Less
interest
|
(8,530)
|
Principal
|
54,945
|
Less current
portion
|
(18,558)
|
Noncurrent
portion
|
$36,387
|
2018
(remaining)
|
$264,606
|
2019
|
466,085
|
2020
|
480,068
|
2021
|
494,470
|
2022
|
41,306
|
Total
|
$1,746,535
|
Years ending
December 31:
|
|
2018
(remaining)
|
$—
|
2019
|
2,380,952
|
2020
|
396,826
|
Notes payable,
balance as of July 1, 2018
|
2,777,778
|
Unamortized
discount on notes payable
|
(235,560)
|
Notes payable, net,
balance as of July 1, 2018
|
2,542,218
|
Current portion of
notes payable, net
|
(1,190,476)
|
Non-current portion
of notes payable, net
|
$1,351,742
|
|
Three
Months Ended
June
30,
|
%
Increase/
|
Six
Months Ended
June
30,
|
%
Increase/
|
||
|
2018
|
2017
|
(Decrease)
|
2018
|
2017
|
(Decrease)
|
Revenues
|
$700,000
|
$—
|
0%
|
$$ 700,000
|
$—
|
100%
|
|
Three
Months Ended
June
30,
|
%
Increase/
|
Six
Months Ended
June
30,
|
%
Increase/
|
||
|
2018
|
2017
|
(Decrease)
|
2018
|
2017
|
(Decrease)
|
Research and
development
|
$1,086,486
|
$2,332,700
|
(53.4)%
|
$2,716,342
|
$5,151,064
|
(52.7)%
|
|
Three
Months Ended
June
30,
|
%
Increase/
|
Six
Months Ended
June
30,
|
%
Increase/
|
||
|
2018
|
2017
|
(Decrease)
|
2018
|
2017
|
(Decrease)
|
General and
administrative
|
$2,083,561
|
$3,408,042
|
(38.9)%
|
$3,888,542
|
$5,681,992
|
(31.6)%
|
|
Three
Months Ended
June
30,
|
%
Increase/
|
Six
Months Ended
June
30,
|
%
Increase/
|
||
|
2018
|
2017
|
(Decrease)
|
2018
|
2017
|
(Decrease)
|
Interest and other
expense
|
$(157,951)
|
$(249,126)
|
(36.5)%
|
$(343,867)
|
$(511,666)
|
(32.8)%
|
|
Six
Months Ended
June
30,
|
|
|
2018
|
2017
|
Cash provided by
(used in):
|
|
|
Operating
activities
|
$(2,946,313)
|
$(6,025,305)
|
Investing
activities
|
$—
|
$(4,142)
|
Financing
activities
|
$2,655,010
|
$3,897,063)
|
Exhibit
No.
|
Exhibit
Name
|
Filed
with this Form
10-Q
|
Incorporated by
Reference
|
||||
Form
|
|
File
No.
|
|
Date
Filed
|
|||
Form of Certificate of
Designations, Preferences and Rights of the 0% Series N Convertible
Preferred Stock
|
|
8-K (Exhibit 3.1)
|
|
001-37861
|
|
May 3,
2018
|
|
Correction to Certificate of
Designations, Preferences and Rights of the 0% Series N Convertible
Preferred Stock
|
|
8-K (Exhibit
3.2)
|
|
001-37861
|
|
May 3,
2018
|
|
Form of Certificate of
Designations, Preferences and Rights of the 0% Series O Convertible
Preferred Stock
|
|
8-K (Exhibit
3.3)
|
|
001-37861
|
|
May 3,
2018
|
Form of Purchase Agreement
|
|
8-K (Exhibit
10.1)
|
|
001-37861 |
|
May 3,
2018
|
|
Form of Registration Rights
Agreement
|
|
8-K (Exhibit
10.2)
|
|
001-37861 |
|
May 3,
2018
|
|
Form of May 2018 Letter
Agreement
|
|
8-K (Exhibit
10.3)
|
|
001-37861 |
|
May 3,
2018
|
|
10.4 †
|
Sublicense Grant to Y-mAbs Therapeutics,
Inc.
|
|
10-Q (Exhibit
10.6)
|
|
001-37861
|
|
October 15,
2018
|
10.5 †
|
Side Letter with Memorial
Sloan-Kettering Institute for Cancer Research
|
|
10-Q (Exhibit
10.7)
|
|
001-37861
|
|
October 15,
2018
|
Certification of Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
X
|
|
|
|
|
|
|
Certification of Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
X
|
|
|
|
|
|
|
Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
X
|
|
|
|
|
|
|
101*
|
Interactive data
file
|
|
|
|
|
|
|
|
|
|
Date:
October 15, 2018
|
MABVAX
THERAPEUTICS HOLDINGS, INC.
|
|
|
|
|
|
By:
|
/s/ J. David
Hansen
|
|
|
J.
David Hansen
|
|
|
President
and Chief Executive Officer
(Principal
Executive Officer authorized
to sign
on behalf of the registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Gregory P.
Hanson
|
|
|
Gregory
P. Hanson
|
|
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer
authorized
to sign on behalf of the registrant)
|
|
|
|
|
Date:
October 15, 2018
|
|
By:
|
/s/ J.
David Hansen
|
|
|
|
J.
David Hansen
|
|
|
|
Chief
Executive Officer (Principal
Executive
Officer)
|
|
|
|
|
Date:
October 15, 2018
|
|
By:
|
/s/
Gregory P. Hanson
|
|
|
|
Gregory
P. Hanson
|
|
|
|
Chief
Financial Officer (Principal
Financial
and Accounting Officer)
|
|
|
|
|
Date:
October 15, 2018
|
|
By:
|
/s/ J.
David Hansen
|
|
|
|
J.
David Hansen
|
|
|
|
Chief
Executive Officer (Principal
Executive
Officer)
|
|
|
|
|
Date:
October 15, 2018
|
|
By:
|
/s/
Gregory P. Hanson
|
|
|
|
Gregory
P. Hanson
|
|
|
|
Chief
Financial Officer (Principal
Financial
and Accounting Officer)
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Oct. 11, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | MABVAX THERAPEUTICS HOLDINGS, INC. | |
Entity Central Index Key | 0001109196 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Trading Symbol | MBVX | |
Entity Common Stock, Shares Outstanding | 92,530,81. | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2018 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Revenues: | ||||
License agreements | $ 700,000 | $ 0 | $ 700,000 | $ 0 |
Total revenues | 700,000 | 0 | 700,000 | 0 |
Operating costs and expenses: | ||||
Research and development | 1,086,486 | 2,332,700 | 2,716,342 | 5,151,064 |
General and administrative | 2,083,561 | 3,408,042 | 3,888,542 | 5,681,992 |
Total operating costs and expenses | 3,170,047 | 5,740,742 | 6,604,884 | 10,833,056 |
Loss from operations | (2,470,047) | (5,740,742) | (5,904,884) | (10,833,056) |
Interest and other expense | (157,951) | (249,126) | (343,867) | (511,666) |
Net loss | (2,627,998) | (5,989,868) | (6,248,752) | (11,344,722) |
Deemed dividend on inducement shares | (1,388,179) | (5,220,000) | (1,388,179) | (5,220,000) |
Deemed dividend on warrant reprice | 0 | (19,413) | 0 | (19,413) |
Net loss allocable to common stockholders | $ (4,016,177) | $ (11,229,281) | $ (7,636,931) | $ (16,584,135) |
Basic and diluted net loss per share | $ (0.44) | $ (4.40) | $ (0.86) | $ (7.12) |
Shares used to calculate basic and diluted net loss per share | 9,173,718 | 2,554,233 | 8,846,793 | 2,328,648 |
Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Notes to Financial Statements | |
Basis of Presentation | We are a Delaware corporation, originally incorporated in 1988 under the name “Terrapin Diagnostics, Inc.” in the State of Delaware. In 1998, we changed our corporate name to “Telik, Inc.” and changed our name again to “MabVax Therapeutics Holdings, Inc.” in 2014. Unless the context requires otherwise, references to “we,” “our,” “us,” “MabVax” or the “Company” in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (this “Quarterly Report”) mean MabVax Therapeutics Holdings, Inc. on a condensed consolidated financial statement basis with our wholly-owned subsidiary, MabVax Therapeutics, Inc.
Nature of Business
MabVax is a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products for the treatment of a variety of cancers and other disease states. We have discovered a pipeline of human monoclonal antibody product candidates based on the protective immune responses generated by patients who have been vaccinated against targeted cancers with our proprietary vaccines. We have the exclusive license to these vaccines and blood samples from vaccinated patients as antibody discovery materials from Memorial Sloan Kettering Cancer Center (“MSK”). We operate in only one business segment.
We have incurred net losses since inception and expect to incur substantial losses for the foreseeable future as we continue our research, development and clinical activities. To date, we have funded operations primarily through revenues earned from asset sale and license agreements, proceeds from the sale of common and preferred stock, government grants, the issuance of debt, the issuance of common stock in lieu of cash for services, payments from collaborators, and interest income. The process of developing products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approvals. We expect these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. We will not receive substantial revenue unless we or our collaborative partners complete clinical trials, obtain regulatory approvals and successfully commercialize one or more product candidates; or we license our technology after achieving one or more milestones of interest to a potential partner.
Reverse Stock Splits
On August 16, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a reverse stock split of our issued and outstanding common stock on a 1-for-7.4 basis, effective on August 16, 2016 (the “2016 Reverse Stock Split”). On February 14, 2018, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate another reverse stock split of our issued and outstanding common stock on a 1-for-3 basis, effective on February 16, 2018 (the “2018 Reverse Stock Split”; collectively with the 2016 Reverse Stock Split, the “Reverse Stock Splits”). All share and per share amounts, and number of shares of common stock into which each share of preferred stock will convert, in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including rounding for fractional shares and reclassifying any amount equal to the reduction in par value of common stock to additional paid-in capital.
Delaware Order Granting Petition for Relief
On September 20, 2018, the Court of Chancery of the State of Delaware (the “Court”) entered an order validating (i) issuances of common stock upon conversions of the Company’s preferred stock occurring between June 30, 2014 and February 12, 2018, and (ii) stockholder approval of corporate actions presented to the Company’s stockholders from June 30, 2014 to February 12, 2018. In so doing, the Court granted the Company’s Verified Petition for Relief Under 8 Del. C. § 205 (the “Delaware Petition”) captioned In re: MabVax Therapeutics Holdings, Inc., filed on July 27, 2018, in order to rectify the uncertainty regarding whether shares of our common stock were validly issued upon conversion of our preferred stock from June 30, 2014 to February 12, 2018. The Delaware Petition and the Court’s order granting the Delaware Petition are discussed further in the Section below titled, “Court Validation of Previously Issued Shares of Common Stock upon Conversion of Preferred Stock.”
Basis of Presentation
The balance sheet data at December 31, 2017, was derived from audited financial statements at that date. It does not include, however, all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.
The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the audited financial statements of MabVax Therapeutics Holdings, Inc. for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on April 2, 2018 and amended on Form 10-K/A as filed with the SEC on October 11, 2018. These quarterly results are not necessarily indicative of future results.
The preparation of condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which contains new accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for the Company’s fiscal year beginning January 1, 2018, which reflects a one-year deferral approved by the FASB in July 2015 and was adopted by the Company on January 1, 2018. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
The Company adopted the FASB Accounting Standards Codification (“ASC”) Topic 606 - Revenue from Contracts with Customers (“ASC 606”) at the time of its first license agreement in the second quarter of 2018. The Company had no revenue from license agreements prior to the first quarter of 2018.
Under ASC 606, the Company recognizes licensing revenue when our customer obtains control of the intellectual property (“IP”) transferred, which occurs on delivery of specific items outlined in the agreement. Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for the IP delivered. To determine revenue recognition for IP with customers within the scope of ASC 606, the Company determines which of the different types of licenses exists and divides the IP into two categories: Functional IP or Symbolic IP. Functional IP has significant stand-alone functionality and derives a substantial portion of its ability to provide benefit or value from its significant stand-alone functionality. Symbolic IP does not have significant stand-alone functionality, and therefore substantially all the utility of Symbolic IP is derived from its association with the licensor’s past or ongoing activities.
In February 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (except for short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update includes multiple provisions intended to simplify various aspects of the accounting for share-based payment transactions including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits in the statement of cash flows and accounting for award forfeitures. This update is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires instruments measured at amortized cost to be presented at the net amount expected to be collected. Entities are also required to record allowances for available-for-sale debt securities rather than reduce the carrying amount. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We expect the adoption of this new standard will not have a material impact on our condensed consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on eight (8) cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” This ASU requires the recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of this new standard did have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323).” This ASU amends the disclosure requirements for ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606);” ASU No. 2016-02, “Leases (Topic 842);” and ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU states that if a registrant does not know or cannot reasonably estimate the impact that the adoption of the above ASUs is expected to have on the financial statements, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. This ASU was effective upon issuance. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We expect the adoption of this new standard will not have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
Management believes that any other recently issued, but not yet effective, accounting standards if currently adopted would not have a material effect on the accompanying condensed consolidated financial statements.
|
Liquidity and Going Concern |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Notes to Financial Statements | |
Liquidity and Going Concern | The accompanying condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $6,248,752, net cash used in operating activities of $2,946,313, net cash used in investing activities of $0, and net cash provided by financing activities of $2,655,010 for the six months ended June 30, 2018. As of June 30, 2018, the Company had $594,407 in cash and cash equivalents, a working capital deficit of $6,960,526, an accumulated deficit of $118,690,568, and stockholders’ deficit of $566,741.
Series L Convertible Preferred Stock Conversions
Between January 16 and January 26, 2018, holders of Series L Convertible Preferred Stock (“Series L Preferred Stock”) converted 12,500 shares of Series L Preferred Stock into 694,445 shares of common stock.
Series I Convertible Preferred Stock Conversions
On February 12, 2018, Grander Holdings, Inc. 401K, a holder of Series I Convertible Preferred Stock (“Series I Preferred Stock”), converted 152,820 shares of Series I Preferred Stock into 50,940 shares of common stock.
Overview of 2018 Private Placements
Between February 2 and February 10, 2018, the Company entered into separate purchase agreements with investors pursuant to which the Company sold (i) shares of its common stock, (ii) shares of its convertible preferred stock, and (iii) warrants to purchase shares of common (the “February 2018 Private Placements”). From April 30 to May 2, 2018, the Company entered into separate purchase agreements with investors pursuant to which we agreed to sell shares of its common stock and convertible preferred stock (the “May 2018 Private Placements”). No financial advisor was used in connection with the February 2018 Private Placements nor the May 2018 Private Placements.
The securities issued in connection with the February 2018 Private Placements and the May 2018 Private Placements were offered and sold solely to accredited investors in reliance on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. The Company entered into separate registration rights agreements with each of the investors in the February 2018 Private Placements and the May 2018 Private Placements, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the shares of common stock and the shares of common stock underlying the warrants and preferred stock. The Company also agreed to use reasonable best efforts to cause such registration statement to be declared effective and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions.
February 2018 Private Placements
In connection with the February 2018 Private Placements, the Company sold (i) an aggregate of 555,562 shares of its common stock for an aggregate purchase price of $1,250,000, or $2.25 per share, (ii) 5,000 shares of our newly designated 0% Series M Convertible Preferred Stock (the “Series M Preferred Stock”) for an aggregate purchase price of $1,500,000, or $300.00 per share, and (iii) warrants to purchase up to an aggregate of 855,561 shares of common stock each with an exercise price of $2.70 per share. The net proceeds of the February 2018 Private Placements were $2,700,000 after transaction costs of $50,000.
May 2018 Private Placements
In connection with the May 2018 Private Placements, the Company agreed to sell (i) 218,182 shares of common stock at an aggregate purchase price of $240,000, or $1.10 per share, and (ii) 5,363.64 shares of newly designated 0% Series N Convertible Preferred Stock (the “Series N Preferred Stock”) at an aggregate purchase price of $590,000, or $110.00 per share. The following investors in the May 2018 Private Placements also invested in the February 2018 Private Placements (the “Prior Investors”): GRQ Consultants Inc., Roth 401K FBO Renee Honig; GRQ Consultants Inc., Roth 401K FBO Barry Honig; Melechdavid, Inc.; Grander Holdings Inc. 401K; Robert S. Colman Trust UDT 3/13/85; Ben Brauser; Joshua A. Brauser; Daniel A. Brauser; Gregory Aaron Brauser; Erick E. Richardson; and Ronald B. Low.
Under the terms of the May 2018 Private Placements, we were required to offer an aggregate of 12,777.77 shares (the “May 2018 Inducement Shares”) of newly designated 0% Series O Preferred Stock (the “Series O Preferred Stock”) to investors who previously purchased securities in the February 2018 Private Placements and who also purchased securities in the May 2018 Private Placements with an aggregate purchase price of at least 40% of their investment amounts in the February 2018 Private Placements. Based on the closing of the offering, and participation of the Prior Investors who invested an aggregate of $830,000 (the “May 2018 Inducement Investors”), the Company issued an aggregate of 10,605.56 May 2018 Inducement Shares in the form of Series O Preferred Stock convertible into an aggregate of 1,060,556 shares of common stock. The May 2018 Private Placements closed on May 15, 2018, with the Company receiving gross proceeds totaling $830,000.
Plans for Continuing to Fund the Company’s Losses from Operations
We plan to continue to fund the Company’s losses from operations and capital funding needs through equity financings in the form of common stock and preferred stock, licensing agreements, asset sales, strategic collaborations, government grants, issuance of common stock in lieu of cash for services, debt financings or other arrangements. Further, to extend availability of existing cash available for our programs for achieving milestones or a strategic transaction, in mid-2017 we began reducing personnel from twenty-five (25) full time employees to six (6) as of October 11, 2018, and reduced other operating expenses following the completion of two (2) Phase 1a clinical trials of our lead antibody product candidate, HuMab 5B1, which has enabled us to reduce our expenditures on clinical trials. We plan to continue funding Phase 1 clinical trials of our product candidate MVT-5873 in cancer patients, MVT-2163 as a diagnostic agent in pancreatic cancer patients, and MVT-1075 as a radioimmunotherapy agent for the treatment of various cancers, preclinical testing of follow-on antibody candidates, investor and public relations, SEC compliance efforts, and the general and administrative expenses associated with each of these activities, and prepare for a Phase 1 clinical trial of MVT-5873 in a potential new indication. We will also support research efforts and continued Phase 1 clinical development by MSK of our Positron-emission tomography (“PET”) imaging agent MVT-2163 under an R01 Research Grant provided by the National Institutes of Health (“NIH”) to MSK in April 2018, with the bulk of the costs of the research and clinical development being borne by the NIH. Although we achieved two strategic transactions in late June 2018 and early July 2018, there can be no assurance that we will be able to achieve additional license and or sales agreements and earn revenues large enough to offset our operating expenses in the future, as discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Quarterly Report. We cannot be sure that asset sales or licensing agreements can be signed in a timely manner, if any, or that capital funding will be available on reasonable terms, or at all. If we are unable to secure significant asset sales or licensing agreements and adequate additional funding, we may be forced to make additional reductions in spending, incur further cutbacks in personnel, extend payment terms with suppliers, liquidate assets where possible, suspend or curtail planned programs and/or cease our operations entirely. In addition, if the Company does not meet its payment obligations to third parties as they come due, it may be subject to litigation claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.
We anticipate the Company will continue to incur net losses into the foreseeable future as we: (i) continue our clinical trial of MVT-5873 in cancer patients, (ii) continue our clinical trial for the development of MVT-1075 as a radioimmunotherapy, (iii) prepare for a Phase 1 clinical trial of MVT-5873 for a new indication, to be initiated in early 2019, and (iv) continue operations as a public company. Based on receipt of $2.7 million net of transaction costs in February 2018, an additional $830,000 from a financing in May 2018, and receipt of $700,000 from an upfront payment under a sublicense agreement with Y-mAbs Therapeutics, Inc. (“Y-mAbs”) during the first six months of 2018; and receipt of $4.0 million in gross proceeds from an asset purchase and license agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”) in July 2018, as further discussed in Note 12, Subsequent Events, and without any other additional funding or receipt of payments from potential asset sales or licensing agreements, we expect we will have sufficient funds to meet our obligations until December 2018. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. Any of these actions could materially harm the Company’s business, results of operations, and prospects. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders could result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business.
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Cash and Cash Equivalents |
6 Months Ended |
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Jun. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company limits its exposure to credit loss by holding cash in U.S. dollars or, from time to time, placing cash and investments in U.S. government, agency and government-sponsored enterprise obligations.
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Fair value of financial instruments |
6 Months Ended |
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Jun. 30, 2018 | |
Notes to Financial Statements | |
Fair value of financial instruments | Our financial instruments consist of cash and cash equivalents and accounts payable, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. |
Convertible Preferred Stock, Common Stock and Warrants |
6 Months Ended |
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Jun. 30, 2018 | |
Notes to Financial Statements | |
Convertible Preferred Stock, Common Stock and Warrants | Dividends on Preferred Stock
We immediately recognize the changes in the redemption value on preferred stock as they occur and the carrying value of the security is adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting date based on the conditions that exist as of that date.
No dividends have ever been declared by the Board of Directors of the Company (the “Board of Directors”) since our inception on any series of convertible preferred stock.
Overview of Preferred Stock & Beneficial Ownership Blockers
All issued and outstanding shares of the Company’s preferred stock have a par value of $0.01 per share and rank prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends. The Company must obtain the consent of a majority of the holders of each series of preferred stock before taking any action that materially and adversely affects the rights, preferences, or privileges of the applicable series of preferred stock. Also, the holders of each series of preferred stock are entitled to vote on any matter on which the holders of common stock are entitled to vote. Additionally, the Company must obtain the consent of the holders of the Series E Preferred Stock, Series J Preferred Stock, Series L Preferred Stock, and Series N Preferred Stock (as each of those terms are defined below) prior to increasing or decreasing (other than by conversion) the authorized number of the applicable series of preferred stock or issuing any additional shares of the applicable series of preferred stock.
Generally, the same investors participated in each of the Company’s preferred stock offerings such that the same investors own most of the shares of each series of the Company’s issued and outstanding preferred stock. Pursuant to terms negotiated in connection with the Company’s sales of preferred stock, the certificates of designation for the Company’s preferred stock each include a 4.99% and/or 9.99% beneficial ownership conversion blocker. The certificate of designation for our Series N Preferred Stock includes a 19.99% blocker provision applicable until stockholders approve issuances of common stock in excess of such amount. The stated values, as applicable, and conversion prices of our preferred stock are subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company’s ability to administer the blockers according to their terms depends on group determinations and accurate reporting by outside investors with respect to their own beneficial ownership.
Series D Preferred Stock
As of June 30, 2018 and December 31, 2017, there were 44,104 shares of Series D Convertible Preferred Stock (“Series D Preferred Stock”) issued and outstanding, and convertible into an aggregate of 198,667 shares of common stock. As of June 30, 2018, each one share of Series D Preferred Stock is convertible into 4.5045 shares of Common Stock.
Series E Preferred Stock
As of June 30, 2018 and December 31, 2017, there were 33,333 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) issued and outstanding, and convertible into 173,249 shares of common stock.
The shares of Series E Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such preferred share ($75 per share), plus all accrued and unpaid dividends, if any, on such share of Series E Preferred Stock, as of such date of determination, divided by the conversion price $14.43 per share.
Series I Preferred Stock
As of June 30, 2018 and December 31, 2017, there were 645,640 and 798,460 shares of our Series I Preferred Stock issued and outstanding, and convertible into 215,214 and 266,154 shares of our common stock, respectively. During the six months ended June 30, 2018, 152,820 shares of Series I Preferred Stock were converted by Grander Holdings, Inc. 401K into 50,940 shares of common stock.
The Series I Preferred Stock has a stated value of $0.01 per share. Each one share of Series I Preferred Stock is convertible into one-third share of common stock.
Series J Preferred Stock
As of June 30, 2018 and December 31, 2017, there were 772.73 shares of our Series J Convertible Preferred Stock (“Series J Preferred Stock”) issued and outstanding and convertible into 386,365 shares of our common stock.
The shares of Series J Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series J Preferred Stock ($550), plus all accrued and unpaid dividends, if any, on such Series J Preferred Stock, as of such date of determination, divided by the conversion price ($1.10). If we issue or sell common stock, or common equivalent shares, for consideration per share that is less than the conversion price in effect immediately prior to the issuance, then the conversion price in effect immediately prior to such issuance will be adjusted to the lower issuance price, but not be less than $0.10.
Series K Preferred Stock
As of June 30, 2018 and December 31, 2017, there were 63,150 shares of our Series K convertible preferred stock (“Series K Preferred Stock”) issued and outstanding, and convertible into 2,105,000 of our common stock.
The shares of Series K Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series K Preferred Stock ($0.01) divided by the conversion price ($0.0003).
Series L Preferred Stock
As of June 30, 2018, and December 31, 2017, there were 45,500 and 58,000 shares of our Series L Preferred Stock issued an aggregate of 12,500 outstanding, and convertible into 2,527,778 and 3,222,223 shares of our common stock, respectively. During the six months ended June 30, 2018, 12,500 shares of Series L Preferred Stock were converted into 694,445 shares of common stock by GRQ Consultants, Inc. Roth 401K FBO Renee Honig Trustee, and HS Contrarian Investments, LLC.
The shares of Series L Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series L Preferred Stock ($100), plus all accrued and unpaid dividends, if any, on such Series L Preferred Stock, as of such date of determination, divided by the conversion price ($1.80).
Series M Preferred Stock
As of June 30, 2018 and December 31, 2017, there were 5,000 and no shares of our Series M Preferred Stock issued and outstanding, and convertible into 666,667 and no shares of our common stock, respectively.
The shares of Series M Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series M Preferred Stock ($300), plus all accrued and unpaid dividends, if any, on such Series M Preferred Stock, as of such date of determination, divided by the conversion price ($2.25).
Series N Preferred Stock
As of June 30, 2018, and December 31, 2017, there were 5,363.64 and no shares of our Series N Preferred Stock issued and outstanding, and convertible into 536,364 and no shares of our common stock, respectively.
The shares of Series N Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series N Preferred Stock ($110), plus all accrued and unpaid dividends, if any, on such Series N Preferred Stock, as of such date of determination, divided by the conversion price ($1.10). If we issue or sell common stock, or common equivalent shares, for consideration per share that is less than the conversion price in effect immediately prior to the issuance, then the conversion price in effect immediately prior to such issuance will be adjusted to the lower issuance price, but not be less than $0.10.
Series O Preferred Stock
As of June 30, 2018, and December 31, 2017, there were 10,605.56 and no shares of our Series O Preferred Stock issued and outstanding, and convertible into 1,060,556 and no shares of our common stock, respectively.
The shares of Series O Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series O Preferred Stock ($0.01), plus all accrued and unpaid dividends, if any, on such Series O Preferred Stock, as of such date of determination, divided by the conversion price ($0.0001). We are not permitted to issue any shares of common stock upon conversion of the Series O Preferred Stock until our stockholders approve, in accordance with the rules of the Nasdaq Stock Market LLC, the conversion of Series N Preferred Stock authorized on April 26, 2018, or the conversion of Series O Preferred Stock.
Warrants Issued in Connection with February 2018 Private Placements
The warrants issued in the February 2018 Private Placements (the “February 2018 Warrants”) are exercisable, at any time on or after the sixth month anniversary of the closing date, at a price of $2.70 per share, subject to adjustment, and expire three years from the initial exercise date. The holders of the February 2018 Warrants may, subject to certain limitations, exercise the February 2018 Warrants on a cashless basis if the shares of common stock issuable upon exercise of the February 2018 Warrants are not registered for resale under the Securities Act within four (4) months of issuance, or between June 2 and June 10, 2018. The Company is prohibited from effecting an exercise of any February 2018 Warrants to the extent that, as a result of any such exercise, the holder would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of such February 2018 Warrants. The February 2018 Warrants are not listed or quoted on any securities exchange or other trading market.
Warrants Issued in Connection with October 2015 Public Offering
As of June 30, 2018, and December 31, 2017, warrants to purchase 56,306 shares of common stock previously issued in connection with our public offering closing on October 5, 2015 (the “October 2015 Warrants”) were outstanding. The October 2015 Warrants, which had an exercise price of $29.31 per share, expired on September 30, 2018.
Consultant Grants
On February 10, 2017, the Company entered into a consulting agreement with MDM Worldwide, pursuant to which MDM Worldwide agreed to provide investor relations services to the Company in consideration for an immediate grant of 20,000 shares of the Company’s common stock and a monthly cash retainer of $10,000 a month for ongoing services for a period of one year. The shares granted were fully vested upon grant and the Company recognized the grant date fair value of the 20,000 shares of $56,600 as investor relations expense upon grant during the first quarter of 2017. The services with MDM Worldwide, which the Company was required to purchase by some investors in connection with prior financings of the Company, were terminated effective June 1, 2018.
On March 7, 2017, the Company entered into a consulting agreement with Jenene Thomas Communications, pursuant to which Jenene Thomas Communications agreed to provide investor relations services to the Company. In consideration for these services, which began on April 1, 2017, we paid a monthly cash retainer of $12,500. Additionally, we issued 20,000 restricted shares of common stock on April 1, 2017, to be vested at 5,000 per quarter over the four quarters of services under the agreement beginning April 1, 2017. The shares granted were vested over a one-year period over which the services were performed and, as such, were amortized over the same period beginning in April 1, 2017. The services with Jenene Thomas Communications terminated effective June 1, 2018.
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Notes Payable | Loan and Security Agreement with Oxford Finance, LLC
On January 15, 2016, we entered into a loan and security agreement with Oxford Finance, LLC (“Oxford Finance”) pursuant to which we had the option to borrow $10,000,000 in two equal tranches of $5,000,000 each (the “Loan Agreement”). The first tranche of $5,000,000 was funded at close on January 15, 2016 (the “Term A Loans”). The option to fund the second tranche of $5,000,000 (the “Term B Loans”) was exercisable upon the Company achieving positive interim data on the Phase 1 HuMab-5B1 antibody trial in pancreatic cancer and successfully uplisting to either the Nasdaq Stock Market or NYSE MKT on or before September 30, 2016. The option for the Term B Loans expired unexercised on September 30, 2016. The interest rate for the Term A Loans is set on a monthly basis at the index rate plus 11.29%, where the index rate is the greater of the 30-day LIBOR rate or 0.21%. Interest is due on the first day of each month, in arrears, calculated based on a 360-day year. The Term A Loans were interest only for the first year after funding, and the principal amount of the loan is amortized in equal principal payments, plus period interest, over the next 36 months. A facility fee of 1.0% or $100,000 was due at closing of the transaction and was earned and paid by the Company on January 15, 2016. The Company is obligated to pay a $150,000 final payment upon completion of the term of the Term A Loans, and this amount is being accreted using the effective interest rate method over the term of the loans. The Term A Loans can be prepaid subject to a graduated prepayment fee, depending on the timing of the prepayment.
Concurrent with the execution of the Loan Agreement, the Company issued warrants to purchase up to 75,075 shares of common stock to Oxford Finance with an exercise price of $16.65 per share. The warrants were immediately exercisable, may be exercised on a cashless basis and expire on January 15, 2021. The Company recorded $607,338 for the fair value of the warrants as a debt discount within notes payable and an increase to additional paid-in capital on the Company’s balance sheet. We used the Black-Scholes-Merton valuation method to calculate the value of the warrants. The debt discount is being amortized as interest expense over the term of the loan using the effective interest method.
We granted Oxford Finance a perfected first priority lien on all of the Company’s assets with a negative pledge on IP. The Company paid Oxford Finance a good faith deposit of $50,000, which was applied towards the facility fee at closing. The Company agreed to pay all costs, fees and expenses incurred by Oxford Finance in the initiation and administration of the facilities including the cost of loan documentation.
At the initial funding on January 15, 2016, the Company received net proceeds from the Term A Loans of approximately $4,610,000 after fees and expenses. These fees and expenses are being accounted for as a debt discount and classified within notes payable on the Company’s condensed consolidated balance sheet. The Company's transaction costs of approximately $390,000 are presented in the condensed consolidated balance sheet as a direct deduction from the carrying amount of the notes payable, consistent with debt discounts. Debt discounts, issuance costs and the final payment are being amortized or accreted as interest expense over the term of the loan using the effective interest method.
The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of the Company's obligations under the Loan Agreement, the occurrence of a material adverse change, which is defined as a material adverse change in the Company's business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of Oxford Finance’s lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, Oxford Finance would be entitled to exercise their remedies thereunder, including the right to accelerate payment of the debt, upon which we may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition.
First Amendment to Loan and Security Agreement
On March 31, 2017, we and Oxford Finance signed the First Amendment to Loan and Security Agreement providing that the payment of principal on the Term A Loans that otherwise would have been due on the March 1, 2017 will be due and payable on May 1, 2017 along with any other payment of principal due on May 1, 2017. We were obligated to pay a fully earned and non-refundable amendment fee of $15,000 to the Collateral Agent (as defined in the Loan Agreement). On May 1, 2017, we paid the principal due on May 1, 2017, along with the $15,000 amendment fee.
Second Amendment to Loan and Security Agreement
On July 3, 2018, we and Oxford Finance signed the Second Amendment to Loan and Security Agreement whereby Oxford Finance has (i) consented to the Company’s license and sale to Boehringer Ingelheim of certain preclinical assets (the “Acquired Assets”) and release of any encumbrances under the Loan Agreement that relate to the Acquired Assets, (ii) payments of advisory fees to Greenhill & Company of $385,000 over the course of six months in equal monthly payments, and (iii) deferred principal payments under the Loan Agreement for six months starting with the July 2018 payment, in exchange for the Company granting such additional collateral that was not pledged previously or in which security interest was not granted prior to the Second Amendment. We are obligated to pay a fully earned and non-refundable amendment fee of $5,000 to Oxford Finance, which shall become due and payable upon the earlier of: (i) the maturity date of the term loans, (ii) the acceleration of any term loan, or (iii) the prepayment of the term loans pursuant to the Loan Agreement.
Notice of Events of Default under Loan and Security Agreement
The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of June 30, 2018. However, on August 14, 2018, the Company received a letter from Oxford Finance (the “Notice”) asserting certain events of default under the Loan Agreement had occurred as a result of certain events the Company reported as having occurred, including, without limitation, (i) the resignation of the Company’s external auditor, CohnReznick LLP (“CohnReznick”), effective August 3, 2018, and its withdrawal of its audit reports for the years 2014 through 2017, (ii) the resignation of four (4) members of the Board of Directors, effective as of July 31, 2018, and (iii) the delisting of the Company’s common stock from The Nasdaq Stock Market LLC on July 11, 2018 (collectively, the “Alleged Default Events”). The Company informed Oxford Finance that it disputes the Alleged Default Events, individually or collectively, constitute a “Material Adverse Change” or other event of default under the Loan Agreement. In addition, the Company already engaged a new auditor, Haskell & White LLP, effective August 22, 2018, and on September 20, 2018, the Court ratified the Delaware Petition. The Company also intends to apply for listing on the OTCQB Venture Marketplace (the “OTCQB Marketplace”) once it meets the requisite eligibility requirements, which are subject to appointing at least one independent member to the Board of Directors, with the second independent member to be appointed to the Board of Directors within 30 days of uplisting to the OTCQB Marketplace.
For the three and six months ended June 30, 2018, the Company recorded interest expense related to the Loan Agreement of $102,344 and $213,517, respectively. For the three and six months ended June 30, 2017, the Company recorded $150,634 and $307,292 in interest expense related to the term loan, respectively. The annual effective interest rate on the note payable, including the amortization of the debt discounts and accretion of the final payment, but excluding the warrant amortization, was approximately 11.14% and 13.17% as of June 30, 2018 and 2017, respectively.
Future principal payments under notes payable for the Loan Agreement as of June 30, 2018 are as follows:
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Related Party Transactions |
6 Months Ended |
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Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | On April 1, 2016, the Company entered into a two-year consulting agreement with Jeffrey Ravetch, M.D., Ph.D., a member of the Board of Directors at that time, for work beginning January 1, 2016 through December 31, 2017, at a rate of $100,000 a year, in support of scientific and technical advice on the discovery and development of technology and products for the Company primarily related to monoclonal antibodies, corporate development, and corporate partnering efforts. In April 2016, the Company paid Dr. Ravetch $100,000 for services to be performed in 2016, and made quarterly payments thereafter beginning January 1, 2017. On February 16, 2018, the Company extended Dr. Ravetch’s consulting agreement until February 16, 2019, with services to be provided, as may be needed by the Company. During the three and six months ended June 30, 2018, Dr. Ravetch provided no consulting services related to this agreement and no payments were made. During the three and six months ended June 30, 2017, the Company recorded $25,000 and $50,000, respectively, in consulting expenses as part of general and administration expenses related to this agreement.
On November 3, 2016, the Company granted 17,500 stock options to Jeffrey Ravetch, M.D., Ph.D., for his ongoing consulting services to the Company. The option award vests over a three-year period. During the three and six months ended June 30, 2018, the Company recognized $1,444 and $12,273, respectively, of stock-based compensation expense, as part of general and administration expenses, related to this option grant. During the three and six months ended June 30, 2017, the Company recognized $3,826 and $7,652, respectively, of stock-based compensation expense, as part of general and administration expenses, related to this option grant.
On May 19, 2017, the Company granted each director, other than J. David Hansen, Jeffrey Ravetch (a member of the Board of Directors at the time) and Philip Livingston, 16,667 options at a market price of $5.40, with immediate vesting for their continuing service to the Company, in exchange for giving up their director fees for the remainder of the year. J. David Hansen and Jeffrey Ravetch were each granted 166,667 options and Philip Livingston was granted 16,667 options each at an exercise price of $6.00 per share with immediate vesting and no performance obligations. Options granted to J. David Hansen and Philip Livingston were granted as a condition of the May 2017 financing transaction. The 150,000 options granted to Dr. Ravetch in addition to the 16,667 options granted to other non-employee members of the Company’s Board of Directors were in recognition of the additional value provided by Dr. Ravetch as a scientific expert. Because of the immediate vesting and all of the expenses recorded in 2017, no expenses are being recorded for these grants in 2018. During the three and six months ended June 30, 2017, the Company recorded $1,480,089 in stock-based compensation expenses in general and administration expenses, related to these grants.
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Stock-based Activity | Stock-based Compensation
We measure stock-based compensation expense for equity-classified awards, principally related to stock options and restricted stock units (“RSUs”), based on the estimated fair value of the award on the date of grant. We recognize the value of the portion of the award that we ultimately expect to vest as stock-based compensation expense over the requisite service period in our condensed consolidated statements of operations.
We use the Black-Scholes model to estimate the fair value of stock options granted. The expected term of stock options granted represents the period of time that we expect them to be outstanding. For the three and six months ended June 30, 2018 and 2017, the following valuation assumptions were used:
Total estimated stock-based compensation expense, related to all the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” was comprised of the following:
Stock-based Award Activity
The following table summarizes the Company’s stock option activity during the six months ended June 30, 2018:
The total unrecognized compensation cost related to unvested stock option grants as of June 30, 2018, was $2,281,499 and the weighted average period over which these grants are expected to vest is 1.5 years. The weighted average remaining contractual life of stock options outstanding at June 30, 2018 and 2017 is 9.5 and 9.35 years, respectively.
During the first six months of 2018, the Company granted 1,186,000 options to officers and employees with a weighted average exercise price of $1.99 and vesting over a three-year period with a vesting starting at the one-year anniversary date of the grant date. During the first six months of 2017, the Company granted 2,046,690 options to officers and employees with a weighted average exercise price of $2.37 and vesting over a three-year period with vesting starting at the one-year anniversary of the grant date.
Stock options granted to employees generally vest over a three-year period with one third of the grants vesting at each one-year anniversary of the grant date.
Because the Company had a net operating loss carryforward as of June 30, 2018, no tax benefits for the tax deductions related to stock-based compensation expense were recognized in the Company’s condensed consolidated statements of operations. Additionally, no stock options were exercised in the three and six months ended June 30, 2018 and 2017.
A summary of activity related to restricted stock grants under the Fifth Amended and Restated MabVax Therapeutics Holdings, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan for the six months ended June 30, 2018 is presented below:
As of June 30, 2018, there were 1,501 non-vested RSUs remaining outstanding.
As of June 30, 2018, unamortized compensation expense related to RSUs granted in 2016 amounted to $153, which is expected to be recognized over a period of one month.
Management Bonus Plan
On February 21, 2018, the compensation committee of the Board of Directors reviewed 2017 results and concluded that the year’s performance, relative to the objectives set at the beginning of the year, did not merit any bonus payment. The compensation committee also determined that management base salaries would currently remain unchanged from 2017 levels.
Common stock reserved for future issuance
Common stock reserved for future issuance consists of the following at June 30, 2018:
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Net Loss per Share | The Company calculates basic and diluted net loss per share using the weighted-average number of shares of common stock outstanding during the period.
When the Company is in a net loss position, it excludes from the calculation of diluted net loss per share all potentially dilutive stock options, preferred stock and warrants, and the diluted net loss per share is the same as the basic net loss per share for such periods. If the Company was to be in a net income position, the weighted average number of shares used to calculate the diluted net income per share would include the potential dilutive effect of in-the-money securities, as determined using the treasury stock method.
The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented.
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Contracts and Agreements |
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Contracts and Agreements | Sublicense Grant to Y-mAbs Therapeutics, Inc.
On June 27, 2018, we granted an exclusive sublicense to Y-mAbs, a privately held clinical stage biopharmaceutical company, for a bi-valent ganglioside-based vaccine intended to treat neuroblastoma, a rare pediatric cancer (the “Y-mAbs Sublicense”). Total value of the transaction to MabVax is $1.3 million plus a share of a Priority Review Voucher (as defined in the sublicense agreement) if granted by the FDA to Y-mAbs on approval of the vaccine and the Priority Review Voucher is subsequently sold. Additionally, Y-mAbs will be responsible for all further development of the product as well as any downstream payment obligations related to this specific vaccine to MSK that were specified in the original MabVax-MSK license agreement dated April 30, 2008. If Y-mAbs successfully develops and receives FDA approval for the neuroblastoma vaccine, it is obligated to file with the FDA for a Priority Review Voucher. If the voucher is granted to Y-mAbs and subsequently sold, then MabVax will receive a percentage of the proceeds from the sale of the voucher by Y-mAbs. Upon entering the Y-mAbs Sublicense, the Company received an upfront payment of $700,000 and will receive an additional $600,000 upon the one-year anniversary of entering into the agreement (assuming the agreement is still in effect). The Sublicense Agreement contains termination provisions allowing for the termination of the agreement (i) upon material breach if the breaching party fails to cure the breach within 60 days of notice by the non-breaching party, (ii) by Y-mAbs at any time upon 90 days’ advance notice to MabVax, or (iii) the expiration or termination of the underlying license from MSK to MabVax, provided that MSK will assume the agreement if Y-mAbs is in material compliance with the agreement upon the termination of the MSK-MabVax license. There were no continuing obligations on the part of the Company in connection with the agreement other than one-time administrative matters that were completed within thirty (30) days of signing the agreement. Therefore, the Company recognized $700,000 as revenue upon signing the agreement and receiving the funds. The Company will recognize the $600,000 as revenue on the one-year anniversary of the agreement provided the agreement is still in effect and payment is received.
Letter Agreement with MSK
On June 27, 2018, we entered into a letter agreement with MSK (the “MSK Letter”) in connection with obtaining the consent from MSK for the Company to enter into the Y-mAbs Sublicense and allow Y-mAbs to “step into the shoes” of the obligations that the Company would have had to pay MSK if the Company had continued development of the neuroblastoma vaccine, including future payment obligations of the Company regarding future milestones. As part of the agreement, the Company and MSK agreed that MabVax would receive 100% of both the $700,000 upfront payment and $600,000 upon the one-year anniversary of the Y-mAbs Sublicense, and the Company would pay an aggregate of $398,534 to MSK in connection with prior expenses incurred by MSK in relation to MSK’s longstanding relationship and collaboration with the Company. All of the obligations to MSK in the MSK Letter were fully expensed as of June 30, 2018.
May 2017 Letter Agreement
On May 15, 2017, as a condition to the participation of HS Contrarian Investments, LLC (“HS Contrarian”) in the public offering of the Company’s common stock and Series G Preferred Stock in May 2017 (the “May 2017 Public Offering”), the Company entered into a Letter Agreement with HS Contrarian (the “May 2017 Letter Agreement”) where the Company agreed to offer incentive shares (the “May 2017 Inducement Shares”) to investors who (i) participated in both the Company’s August 2016 public offering and the Company’s April 2015 private offering, (ii) purchased securities in the May 2017 Public Offering equal to at least 50% of their original investment in the August 2016 public offering or 25% of their original investment in the April 2015 private offering, and (iii) still hold 100% of their common stock or preferred stock purchased in those investments.
Further, the Company agreed to the following in the May 2017 Letter Agreement:
Additionally, we granted HS Contrarian consent rights: the right to approve future (i) issuances of our securities, (ii) equity or debt financings and (iii) sales of any development product assets currently held by us, subject to certain exceptions, if such securities are sold at a price below $7.50 per share and for as long as HS Contrarian in the offering holds 50% or more of the shares of Series G Preferred Stock purchased by HS Contrarian in the May 2017 Public Offering (the “Consent Rights”). All other prior consent rights of HS Contrarian were superseded by these consent rights. As of June 30, 2018, none of the shares of Series G Preferred Stock is outstanding. Thus, HS Contrarian no longer holds the Consent Rights.
For the period from the May 2017 Public Offering to December 31, 2017, the Company exceeded the minimum $500,000 in expenses related to outside investor relations services fulfilling the Company’s obligation for spending on investor relations. HS Contrarian elected not to hold the funds in escrow. Further, the Company issued the May 2017 Inducement Shares and adjusted the Board of Directors compensation per the May 2017 Letter Agreement. Also, two members of the Board of Directors resigned during 2017, achieving one of the conditions of HS Contrarian . The Company did not nominate a new member to the Board of Directors, nor did it hire a new C-level executive in light of limited amount of cash available to the Company.
Letter Agreement Regarding Future Financing Transactions
On August 9, 2017, in connection with an offering in the aggregate amount of $1,312,500 in which the Company sold shares of its Series J Preferred Stock (the “August 2017 Offering”), we entered into a Letter Agreement with HS Contrarian (the “August 2017 Letter Agreement”), whereby HS Contrarian consented to and agreed that, the Company may sell securities to the investors set forth below, of an aggregate amount of up to $2,350,000, and the Company would issue incentive shares in the form of newly designated shares of Series K Preferred Stock convertible into an aggregate of 2,166,667 shares of common stock to be distributed to the following individuals or entities, as directed by HS Contrarian, as an incentive (the “Inducement Shares”) for HS Contrarian and these entities and individuals to invest in the August 2017 Offering.
In addition, the Company agreed to the following in the August 2017 Letter Agreement:
In connection with HS Contrarian’s and the Company’s obligations under the August 2017 Letter Agreement, neither the $8,000,000 Financing nor the change in employment terms from three years to two years were completed as of October 11, 2018.
Memorial Sloan Kettering Cancer Center
Since 2008, the Company has engaged in various research agreements and collaborations with MSK including licensed rights to cancer vaccines and the blood samples from patients who have been vaccinated with MSK’s cancer vaccines. Total sponsored research contracts outstanding in 2016 amounting to approximately $800,000 in 2016 were 100% complete as of the year ended December 31, 2016. Such sponsored research agreements provide support for preclinical work on the Company’s product development programs. The work includes preparing radioimmunoconjugates of the Company’s antibodies and performing in vitro and in vivo pharmacology studies for our therapeutic antibody product candidate, imaging agent product candidate, and radioimmunotherapy product candidate programs. For the three months ended March 31, 2018, there were no expenses incurred related to these contracts.
Patheon Biologics LLC Agreement
On April 14, 2014, the Company entered into a development and manufacturing services agreement with Patheon Biologics LLC (f.k.a. Gallus Biopharmaceuticals) to provide a full range of manufacturing and bioprocessing services, including cell line development, process development, protein production, cell culture, protein purification, bio-analytical chemistry and QC testing. Total amount of the contract is estimated at approximately $3.0 million. For the three months ended June 30, 2018 and 2017, the Company recorded no expenses associated with the agreement, as no manufacturing was completed during either period.
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Commitments and contingencies |
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Commitments and contingencies | Capital Leases
On March 21, 2016, the Company entered into a lease agreement with ThermoFisher Scientific (“Lessor”). Under the terms of the agreement, the Company agreed to lease two pieces of equipment from the Lessor, a liquid chromatography system and an incubator, totaling in cost of $95,656. The term of the lease is five years (60 months), and the monthly lease payment is $1,942. In addition, there is a $1.00 buyout option at the end of the lease term.
Minimum future annual capital lease obligations are as follows as of June 30, 2018:
Operating Leases
In 2015, the Company recorded a $590,504 contingent lease termination fee of the master lease and sublease of 3165 Porter Drive in Palo Alto, California, which was payable to ARE-San Francisco No. 24 (“ARE”), if the Company received $15 million or more in additional financing in the aggregate. The additional financing was achieved in 2015 and the termination fee is reflected on the condensed consolidated balance sheet as an accrued lease contingency fee.
On September 2, 2015, the Company entered into a lease (the “Lease”) with AGP Sorrento Business Complex, L.P., for certain premises of office and laboratory space in buildings located at 11535 Sorrento Valley Rd., San Diego, California, to serve as the Company’s corporate offices and laboratories (the “New Premises”). Because certain tenant improvements needed to be made to the New Premises before the Company could take occupancy, the term of the Lease did not commence until the New Premises were ready for occupancy, which was on February 4, 2016. The Lease terminates on February 28, 2022, unless earlier terminated in accordance with the Lease. Pursuant to the terms of the Lease, the monthly base rent is $35,631, subject to annual increases as set forth in the Lease.
The Company has an option to extend the Lease term for a single, five-year period. If the Lease term is extended for the optional five-year period, the monthly base rent will be adjusted based on fair market rental value. In addition to rent, the Company agreed to pay a portion of the taxes and utility, maintenance and other operating costs paid or accrued in connection with the ownership and operation of the property.
The Company recognized rent expense on a straight-line basis over the term of the lease.
During the three and six months ended June 30, 2018, the Company recorded rent expense of $115,238 and $230,476, respectively. During the three and six months ended June 30, 2017, the Company recorded rent expense of $115,238 and $230,476, respectively.
Minimum future annual operating lease obligations are as follows as of June 30, 2018:
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Subsequent Events | Amendments and Notices Related to Oxford Finance Loan Agreement
On July 3, 2018, we and Oxford Finance signed the Second Amendment to Loan and Security Agreement whereby Oxford Finance has (i) consented to the Company’s license and sale to Boehringer Ingelheim of the Acquired Assets and release of any encumbrances under the Loan Agreement that relate to the Acquired Assets, (ii) payments of advisory fees to Greenhill & Company of $385,000 over the course of six months in equal monthly payments, and (iii) deferred principal payments under the Loan Agreement for six months starting with the July 2018 payment, in exchange for the Company granting such additional collateral that was not pledged previously or in which security interest was not granted prior to the Second Amendment. We are obligated to pay a fully earned and non-refundable amendment fee of $5,000 to Oxford Finance, which shall become due and payable upon the earlier of: (i) the maturity date of the term loans, (ii) the acceleration of any term loan, or (iii) the prepayment of the term loans pursuant to the Loan and Security Agreement.
As a result of the deferred principal payments under the Loan Agreement, the future principal payments under notes payable for the Loan Agreement as of July 3, 2018 are as follows:
The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of June 30, 2018. However, on August 14, 2018, the Company received the Notice from Oxford Finance asserting certain events of default under the Loan Agreement had occurred as a result of certain events the Company reported as having occurred, including, without limitation, the following Alleged Default Events: (i) the resignation of the Company’s external auditor, CohnReznick, effective August 3, 2018, and its withdrawal of its audit reports for the years 2014 through 2017, (ii) the resignation of four (4) members of the Board of Directors, effective as of July 31, 2018, and (iii) the delisting of the Company’s common stock from The Nasdaq Stock Market LLC on July 11, 2018. The Company informed Oxford Finance that it disputes the Alleged Default Events, individually or collectively, constitute a “Material Adverse Change” or other event of default under the Loan Agreement. In addition, the Company already engaged a new auditor, Haskell & White LLP, effective August 22, 2018, and on September 20, 2018, the Court ratified the Delaware Petition. The Company also intends to apply for listing on the OTCQB Marketplace once it meets the requisite eligibility requirements, which are subject to appointing at least one independent member to the Board of Directors, with the second independent member to be appointed to the Board of Directors within 30 days of uplisting to the OTCQB Marketplace.
Asset Purchase and License Agreement with Boehringer Ingelheim
On July 6, 2018, the Company entered into an Asset Purchase Agreement and License Agreement with Boehringer Ingelheim (the “Asset Purchase Agreement”) centered on MabVax's program targeting a glycan commonly overexpressed on multiple solid tumor cancers. Boehringer Ingelheim has acquired all rights in and to the program. MabVax received $4 million upon signing the agreement and will receive an additional $7 million in connection with near-term milestones and downstream regulatory milestone payments plus further earn-out payments. The asset acquisition is separate and distinct from other programs under development at MabVax, enabling MabVax to retain all rights to its lead HuMab-5B1 antibody program which is in Phase 1 clinical trials as a therapeutic product candidate and as a diagnostic product candidate, as well as other antibody discovery programs from the Company's antibody discovery portfolio targeting other cancer antigens.
Cold Spring Harbor Laboratory License Agreement
On September 8, 2018, the Company entered into an agreement with Cold Spring Harbor Laboratory (“CSHL”), a nonprofit New York State education corporation, whereby the Company licensed the exclusive worldwide rights to certain technology including interest in certain patent applications by the Company for a new indication for MVT-5873. The Company paid $20,000 as an upfront license fee and will pay to CSHL a nonrefundable annual license maintenance fee of the same amount beginning on January 1, 2020 and continuing each year thereafter during the term of the agreement and will increase to $50,000 a year upon issuance of the first patent in connection with the technology. The annual license fee will be reduced for any patent prosecution and maintenance costs and will be fully creditable against any royalties or milestone payments earned during the year. Future milestone payments are in the aggregate less than $2.5 million, with royalties that range from 0.25% if no valid claim to patents, to 2.5% if there is a valid claim of the patent in the territory of sales.
Legal Proceedings
On January 29, 2018, the Company received notice from the SEC of an investigation (along with the SEC Complaint, defined below, the “SEC Action”). We believe the SEC is investigating (i) potential violations by the Company and its officers, directors and others of Section 10(b) of the Securities and Exchange Act of 1934, as amended (as amended, the “Exchange Act”) and Section 17(a) of the Securities Act of 1933, as amended (as amended, the “Securities Act”); and (ii) potential violations by multiple holders of our preferred stock of the reporting and disclosure requirements imposed by Section 13(d) of the Exchange Act and pursuant to Schedules 13D and 13G. We further believe the SEC Action pertains to our relationships with the Investor Defendants (defined below), including (i) the circumstances under which the Investor Defendants invested in the Company and whether they have acted as an undisclosed group in connection with their investment; (ii) the manner with or in which the Investor Defendants may have sought to control or influence the Company and its leadership since their respective investments (and the extent to which those efforts to control or influence have been successful); and (iii) our prior disclosures regarding the control of the Company and beneficial ownership of our common and preferred stock included in our registration statements filed in 2017 and 2018 and in our Exchange Act reports.
On September 7, 2018, the SEC filed a complaint (the “SEC Complaint”) in the U.S. District Court for the Southern District of New York against the following individuals and entities who have purchased securities of the Company: Barry C. Honig, John Stetson, Michael Brauser, John R. O'Rourke III, Mark Groussman, Phillip Frost, Alpha Capital Anstalt, ATG Capital LLC, Frost Gamma Investments Trust, GRQ Consultants, Inc., Grander Holdings, Inc., Melechdavid, Inc., OPKO Health, Inc., HS Contrarian Investments, LLC, and Southern Biotech, Inc. (collectively, the “Investor Defendants”), and against others who we believe have not made any investment in the Company. SEC v. Honig, et al., No. 1:18-cv-01875 (S.D.N.Y. 2018). In the Complaint, the SEC alleges a variety of misconduct with respect to the Investor Defendants’ transactions and/or relationships with three public issuers, including a public issuer identified as “Company C,” which we understand to be MabVax. With respect to “Company C” in particular, the SEC alleges that some of the Investor Defendants manipulated the price of the Company’s securities by writing, or causing to be written, false or misleading promotional articles, and a variety of other manipulative trading practices. The SEC further alleges that some of the Investor Defendants filed false reports of their beneficial ownership or failed to file reports of their beneficial ownership when required to do so. The SEC claims that, by engaging in this and the other alleged actions in the Complaint, the Investor Defendants and other defendants violated the anti-fraud and many other provisions of the Exchange Act, the Securities Act and SEC Rules promulgated thereunder. The SEC Complaint does not assert any claims against the Company or any of its directors or officers, nor otherwise allege that they were culpable participants in the misconduct allegedly undertaken by the Investor Defendants.
We have cooperated with the SEC in connection with the SEC Action. Although the SEC has not asserted claims against the Company or any of its directors or officers, we cannot predict whether the SEC Action ultimately will conclude in a manner adverse to the Company or any of its directors and officers, or in a manner adverse to the Investor Defendants or other of the Company’s current or former stockholders. We also cannot predict when the SEC Action or any related matters may conclude, or how any such matters or resolution may impact how the Company is perceived by the market, potential partners and potential investors in our securities. We are uncertain whether the SEC would declare effective any registration statements registering our securities effective during the pendency of the SEC Action.
Company Filed Complaint Against Sichenzia Ross Ference LLP
On September 10, 2018, the Company filed, in the Superior Court of California, County of San Diego, a complaint (the “Sichenzia Complaint”) against Sichenzia Ross Ference LLP, a law firm that previously represented the Company in certain corporate, securities, and SEC matters (“Sichenzia”), and eight current Sichenzia partners, and one former Sichenzia partner, Harvey Kesner, MabVax Therapeutics Holdings, Inc. v. Sichenzia Ross Ference LLP et al., No. 37-2018-00045609-CU-PN-CTL. The Sichenzia Complaint asserts claims for negligent professional practice, breach of fiduciary duty, breach of contract, unjust enrichment, deceit, and fraud by the defendants. The Company is evaluating additional claims it may have against others in connection with the same or similar subject matter.
Delaware Order Granting Petition for Relief
On September 20, 2018, the Court entered an order validating (i) issuances of common stock upon conversions of the Company’s preferred stock occurring between June 30, 2014 and February 12, 2018, and (ii) stockholder approval of corporate actions presented to the Company’s stockholders from June 30, 2014 to February 12, 2018. In so doing, the Court granted the Delaware Petition, filed on July 27, 2018, in order to rectify the uncertainty regarding whether shares of our common stock were validly issued upon conversion of our preferred stock from June 30, 2014 to February 12, 2018.
Class Action and Derivative Complaints
In re MabVax Therapeutics Securities Litigation. On June 4, 2018, and August 3, 2018, securities class action complaints were filed by purported stockholders of the Company in the United States District Court for the Southern District of California against the Company and certain of its current and former officers and directors. The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, by misleading investors about problems with the company’s internal controls, improper calculation of its beneficial ownership, and improper influence by certain investors. The complaints seek unspecified damages, interest, fees and costs. On September 6, 2018, the court consolidated the two actions and appointed lead plaintiffs. Lead plaintiffs have until October 10, 2018 to file a consolidated complaint, and defendants have until December 6, 2018 to respond. The Company believes the claims are without merit.
Liesman v. Hansen et al. On September 26, 2018, a shareholder derivative complaint was filed in the United States District Court for the Southern District of California. The complaint arises from similar allegations as In re MabVax Therapeutics Securities Litigation but asserts a state law breach of fiduciary duty claim against certain of the Company’s current and former directors and officers. In particular, the complaint alleges that the defendants breached their fiduciary duties by failing to implement the necessary controls to ensure that certain financial disclosures and disclosures concerning stock ownership were accurate. Plaintiff seeks, on behalf of the Company, damages, fees, costs, and equitable relief.
Jackson v. Hansen et al. On October 4, 2018, a shareholder derivative complaint was filed in the United States District Court for the Southern District of California. The complaint arises from similar allegations as In re MabVax Therapeutics Securities Litigation and Liesman v. Hansen et al. but including complaints for unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets. Plaintiff seeks, on behalf of the Company, damages, fees, costs, and equitable relief. |
Basis of Presentation (Policies) |
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Basis Of Presentation Policies | |
Basis of Presentation | The balance sheet data at December 31, 2017, was derived from audited financial statements at that date. It does not include, however, all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.
The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the audited financial statements of MabVax Therapeutics Holdings, Inc. for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on April 2, 2018. These quarterly results are not necessarily indicative of future results.
The preparation of condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which contains new accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for the Company’s fiscal year beginning January 1, 2018, which reflects a one-year deferral approved by the FASB in July 2015 and was adopted by the Company on January 1, 2018. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
The Company adopted the FASB Accounting Standards Codification (“ASC”) Topic 606 - Revenue from Contracts with Customers (“ASC 606”) at the time of its first license agreement in the second quarter of 2018. The Company had no revenue from license agreements prior to the first quarter of 2018.
Under ASC 606, the Company recognizes licensing revenue when our customer obtains control of the intellectual property (“IP”) transferred, which occurs on delivery of specific items outlined in the agreement. Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for the IP delivered. To determine revenue recognition for IP with customers within the scope of ASC 606, the Company determines which of the different types of licenses exists and divides the IP into two categories: Functional IP or Symbolic IP. Functional IP has significant stand-alone functionality and derives a substantial portion of its ability to provide benefit or value from its significant stand-alone functionality. Symbolic IP does not have significant stand-alone functionality, and therefore substantially all the utility of Symbolic IP is derived from its association with the licensor’s past or ongoing activities.
In February 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (except for short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update includes multiple provisions intended to simplify various aspects of the accounting for share-based payment transactions including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits in the statement of cash flows and accounting for award forfeitures. This update is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires instruments measured at amortized cost to be presented at the net amount expected to be collected. Entities are also required to record allowances for available-for-sale debt securities rather than reduce the carrying amount. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We expect the adoption of this new standard will not have a material impact on our condensed consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on eight (8) cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” This ASU requires the recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of this new standard did have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323).” This ASU amends the disclosure requirements for ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606);” ASU No. 2016-02, “Leases (Topic 842);” and ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU states that if a registrant does not know or cannot reasonably estimate the impact that the adoption of the above ASUs is expected to have on the financial statements, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. This ASU was effective upon issuance. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We expect the adoption of this new standard will not have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
Management believes that any other recently issued, but not yet effective, accounting standards if currently adopted would not have a material effect on the accompanying condensed consolidated financial statements.
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Notes Payable (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | ||||||||||||||||||||||||||||||||||||||||||||||
Future principal payments |
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Stock-based Activity (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Stock-based Activity Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Valuation Assumptions |
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Stock-based Compensation |
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Stock-based Award Activity |
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Restricted stock grants |
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Common stock reserved for future issuance |
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Net Loss per Share (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Share Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Potentially dilutive securities |
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Commitments and contingencies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||
Minimum future annual operating lease obligations |
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Future minimum lease payments |
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Subsequent Events (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Subsequent Events Tables Abstract | ||||||||||||||||||||||||||||||||||||||||||||||
Future principal payments |
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Basis of Presentation (Details Narrative) |
6 Months Ended |
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Jun. 30, 2018 | |
Notes to Financial Statements | |
State of incorporation | Delaware |
Date of incorporation | Oct. 20, 1988 |
Trading symbol | MBVX |
Liquidity and Going Concern (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net (loss) | $ (2,627,998) | $ (5,989,868) | $ (6,248,752) | $ (11,344,722) | ||
Net cash used for operating activities | 2,946,313 | 6,025,305 | ||||
Net cash used in investing activities | 0 | 4,142 | ||||
Net cash provided by financing activities | 2,655,010 | 3,897,063 | ||||
Cash and cash equivalents | 594,407 | $ 1,846,906 | 594,407 | $ 1,846,906 | $ 885,710 | $ 3,979,290 |
Accumulated deficit | 118,690,568 | 118,690,568 | 111,053,637 | |||
Stockholders' equity | $ (566,741) | $ (566,741) | $ 1,130,440 |
Notes Payable (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
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Years ending December 31: | ||
2018 | $ 833,333 | |
2019 | 1,666,667 | |
2020 | 277,778 | |
Notes Payable, balance as of June 30, 2018 | 2,777,778 | |
Unamortized discount on notes payable | (235,539) | |
Notes Payable, balance as of June 30, 2018 | 2,542,218 | |
Current portion of notes payable | (1,666,667) | $ (1,681,876) |
Non-current portion of notes payable | $ 875,551 | $ 1,621,483 |
Notes Payable (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Notes Payable | ||||
Interest expense | $ 102,344 | $ 150,634 | $ 213,517 | $ 307,292 |
Stock-based Activity (Details) - $ / shares |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Risk-free interest rate | 2.70% | 1.80% | 2.40% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 82.00% | 80.00% | 87.00% | |
Expected life of options, in years | 5 years 6 months | 5 years | 5 years 6 months | |
Weighted average grant date fair value | $ 0.73 | $ 1.14 | $ 1.42 | $ 1.53 |
Minimum [Member] | ||||
Risk-free interest rate | 1.50% | |||
Expected volatility | 73.00% | |||
Expected life of options, in years | 1 year 4 months 24 days | |||
Maximum [Member] | ||||
Risk-free interest rate | 2.00% | |||
Expected volatility | 85.00% | |||
Expected life of options, in years | 6 years |
Stock-based Activity (Details 1) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 413,940 | $ 2,469,824 | $ 1,038,547 | $ 3,502,636 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 73,662 | 376,684 | 244,822 | 697,359 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 340,278 | $ 2,093,140 | $ 793,725 | $ 2,805,277 |
Stock-based Activity (Details 2) - $ / shares |
6 Months Ended | |
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Jun. 30, 2018 |
Jun. 30, 2017 |
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Options Outstanding | ||
Options Outstanding, Outstanding at beginning of period | 953,937 | |
Options Granted | 1,186,000 | 2,046,690 |
Options Exercised | 0 | |
Options Forfeited/cancelled/expired | (121,707) | |
Options Outstanding and expected to vest at end of period | 2,018,230 | |
Vested and exercisable at June 30, 2018 | 788,727 | |
Weighted-Average Exercise Price | ||
Weighted-Average Exercise Price, Outstanding at beginning of period | $ 13.97 | |
Weighted-Average Exercise Price, Granted | 1.99 | $ 2.37 |
Weighted-Average Exercise Price, Exercised | 0.00 | |
Weighted-Average Exercise Price, Forfeited/cancelled/expired | 4.49 | |
Weighted-Average Exercise Price, Outstanding and expected to vest at end of period | 7.50 | |
Weighted-Average Exercise Price, Vested and exercisable at June 30, 2018 | $ 13.78 |
Stock-based Activity (Details 3) |
6 Months Ended |
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Jun. 30, 2018
$ / shares
shares
| |
Shares | |
Nonvested at beginning of period | shares | 832,226 |
Granted | shares | 0 |
Vested | shares | (830,725) |
Forfeited | shares | 0 |
Nonvested at end of period | shares | 1,501 |
Weighted Average Grant-Date Fair Value | |
Nonvested at beginning of period | $ / shares | $ 3.88 |
Granted | $ / shares | 0.00 |
Vested | $ / shares | 3.88 |
Forfeited | $ / shares | 0.00 |
Nonvested at end of period | $ / shares | $ 6.94 |
Stock-based Activity (Details 4) |
Jun. 30, 2018
shares
|
---|---|
Common stock reserved for future issuance | 11,625,022 |
Equity Option [Member] | |
Common stock reserved for future issuance | 2,018,230 |
Common stock reserved for conversion of preferred stock [Member] | |
Common stock reserved for future issuance | 7,869,862 |
Exercise of Warrants [Member] | |
Common stock reserved for future issuance | 1,278,243 |
Stock Plan [Member] | |
Common stock reserved for future issuance | 457,188 |
Restricted Stock [Member] | |
Common stock reserved for future issuance | 1,501 |
Stock-based Activity (Details Narrative) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Unrecognized stock-based compensation expense, options | $ 2,281,499 | |
Unrecognized stock-based compensation expense, recognition period | 1 year 6 months | |
Weighted average remaining Contractual term, stock options outstanding | 9 years 6 months | 9 years 4 months 6 days |
Options Granted | 1,186,000 | 2,046,690 |
Weighted average exercise price | $ 1.99 | $ 2.37 |
Contracts and Agreements (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Notes to Financial Statements | ||||
Revenues | $ 700,000 | $ 0 | $ 700,000 | $ 0 |
Commitments and contingencies (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Notes to Financial Statements | ||
2018 (remainder of) | $ 11,201 | |
2019 | 22,402 | |
2020 | 22,402 | |
2021 | 7,468 | |
Less interest | (8,530) | |
Principal | 59,944 | |
Less current portion | (18,558) | $ (17,810) |
Noncurrent portion | $ 36,387 | $ 45,857 |
Commitments and contingencies (Details 1) |
Jun. 30, 2018
USD ($)
|
---|---|
Notes to Financial Statements | |
2018 (remaining) | $ 264,606 |
2019 | 466,085 |
2020 | 480,068 |
2021 | 494,470 |
2022 | 41,306 |
Total | $ 1,746,535 |
Commitments and contingencies (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Notes to Financial Statements | ||||
Rent expense | $ 115,238 | $ 115,238 | $ 230,476 | $ 230,476 |
Subsequent Events (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Years ending December 31: | ||
2018 | $ 833,333 | |
2019 | 1,666,667 | |
2020 | 277,778 | |
Notes Payable, balance as of June 30, 2018 | 2,777,778 | |
Unamortized discount on notes payable | (235,539) | |
Notes Payable, balance as of June 30, 2018 | 2,542,218 | |
Current portion of notes payable | (1,666,667) | $ (1,681,876) |
Non-current portion of notes payable | 875,551 | $ 1,621,483 |
Loan Agreement | ||
Years ending December 31: | ||
2018 | 0 | |
2019 | 2,380,952 | |
2020 | 396,826 | |
Notes Payable, balance as of June 30, 2018 | 2,777,778 | |
Unamortized discount on notes payable | (235,560) | |
Notes Payable, balance as of June 30, 2018 | 2,542,218 | |
Current portion of notes payable | (1,190,476) | |
Non-current portion of notes payable | $ 1,351,742 |
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