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Intangible Assets, Net and Goodwill
12 Months Ended
Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net and Goodwill

6.

Intangible Assets, Net and Goodwill

The Company’s intangible assets consisted of the following:

 

 

 

As of December 31, 2018

 

 

 

Estimated

Useful Lives

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Impairment

 

 

Net Book

Value

 

Internally developed patents

 

6 – 10 years

 

$

718,559

 

 

$

(317,172

)

 

$

 

 

$

401,387

 

Acquired licenses

 

16 – 20 years

 

 

285,000

 

 

 

(253,430

)

 

 

 

 

 

31,570

 

Total intangible assets subject to amortization

 

 

 

$

1,003,559

 

 

$

(570,602

)

 

$

 

 

$

432,957

 

IPR&D assets

 

Indefinite

 

 

37,868,978

 

 

 

 

 

 

(24,450,011

)

 

 

13,418,967

 

Total

 

 

 

$

38,872,537

 

 

$

(570,602

)

 

$

(24,450,011

)

 

$

13,851,924

 

 

 

 

December 31, 2017

 

 

 

Estimated

Useful Lives

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Book

Value

 

Internally developed patents

 

6 – 10 years

 

$

678,340

 

 

$

(249,601

)

 

$

428,739

 

Acquired licenses

 

16 – 20 years

 

 

285,000

 

 

 

(237,340

)

 

 

47,660

 

Total intangible assets subject to amortization

 

 

 

$

963,340

 

 

$

(486,941

)

 

$

476,399

 

IPR&D assets

 

Indefinite

 

 

38,245,871

 

 

 

 

 

 

38,245,871

 

Total

 

 

 

$

39,209,211

 

 

$

(486,941

)

 

$

38,722,270

 

 

Amortization expense of intangible assets subject to amortization totaled $83,652 and $55,185 for the years ended December 31, 2018 and 2017, respectively, and was classified as research and development expenses in the accompanying consolidated statements of operations and comprehensive loss.

As of December 31, 2018, future estimated amortization expense is as follows:

 

For the Year Ended December 31,

 

 

 

 

2019

 

$

59,377

 

2020

 

 

45,930

 

2021

 

 

25,371

 

2022

 

 

25,371

 

2023

 

 

25,371

 

2024 and thereafter

 

 

251,537

 

Total

 

$

432,957

 

 

The above future estimated amortization expense does not include potential amortization charges related to the remaining carrying value of IPR&D assets as of December 31, 2018. Those assets, which represent incomplete technologies, will be amortized to expense once the underlying technologies are substantially complete over their estimated useful lives, expected to be 15 to 18 years. In the event that in the future the Company ceases the development of these assets, the remaining carrying value would be written off at that time. IPR&D assets are periodically assessed for impairment by considering the state of completion of the projects, the remaining activities required to complete development, the anticipated market for the completed products, and anticipated future cash required to complete development.

During the fourth quarter of 2018, based on the continued decline of the Company’s market capitalization following the completion of the equity offerings and a strategic review of the development pipeline at the direction of a new CEO, the Company concluded under the qualitative assessment that an impairment indicator was present as it related to three IPR&D assets. Based on the Company’s strategic review, management concluded it would discontinue development of the Oncosyn cancer immunotherapy program and accordingly the entire amount of this IPR&D asset, or $3,061,011 was charged to expense. For the remaining two IPR&D assets related to HepTcell and SparVax-L, the Company calculated fair value using an excess earnings method or discounted cash flow model and compared the fair value to the carrying amount of the indefinite lived asset. Based on the analysis, the fair value of our HepTcell IPR&D asset exceeded its carrying value by an amount greater than 10%. However, the Company concluded that the fair value of the SparVax-L IPR&D intangible asset was approximately $1,000,000 million as compared to the current carrying value of the asset of $22,389,000, which resulted in an impairment charge of $21,389,000. Key assumptions used in the analysis included projected cash flows, a probability of success of the ultimate project, and the discount rate.  

During the year ended December 31, 2017, the Company concluded that goodwill was impaired and the full amount of its carrying value of $35,919,695 was written off as an impairment charge which was classified as a component of operating expenses.

During the year ended December 31, 2018, the Company recorded adjustments to the purchase price allocation resulting in a net decrease in tax refunds receivable, with a corresponding net increase in goodwill, of $490,676. The full amount of the additional carrying value of $490,676 was written off as an impairment charge which was classified as a component of operating expenses.

Changes in the carrying amounts of IPR&D assets and goodwill for the years ended December 31, 2018 and 2017 were:

 

 

 

IPR&D

 

 

Goodwill

 

Balance, January 1, 2017

 

$

14,477,019

 

 

$

18,758,421

 

Additions from the Mergers

 

 

22,389,000

 

 

 

15,573,822

 

Foreign currency translation adjustments

 

 

1,379,852

 

 

 

1,587,452

 

Impairment charges

 

 

 

 

 

(35,919,695

)

Balance, December 31, 2017

 

$

38,245,871

 

 

$

 

Additions

 

 

 

 

 

490,676

 

Foreign currency translation adjustments

 

 

(376,893

)

 

 

 

Impairment charges

 

 

(24,450,011

)

 

 

(490,676

)

Balance, December 31, 2018

 

$

13,418,967

 

 

$