EMERALD BIOSCIENCE, INC., 10-Q filed on 8/9/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Aug. 07, 2019
Document and Entity Information [Abstract]    
Entity Registrant Name Emerald Bioscience, Inc.  
Entity Central Index Key 0001516551  
Trading Symbol embi  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Common Stock, Shares Outstanding   134,095,247
Document Type 10-Q  
Document Period End Date Jun. 30, 2019  
Amendment Flag false  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Ex Transition Period false  
v3.19.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Current assets    
Cash $ 2,807,826 $ 1,853,373
Restricted cash 4,512 4,512
Prepaid expenses 262,272 93,193
Other current assets 2,609 2,609
Total current assets 3,077,219 1,953,687
Property and equipment, net 2,714 3,445
Total assets 3,079,933 1,957,132
Current liabilities    
Accounts payable 73,459 15,597
Other current liabilities 366,955 184,461
Derivative liabilities 10,662,548 15,738,913
Total current liabilities 11,102,962 15,938,971
Noncurrent liabilities    
Convertible multi-draw credit agreement - related party, net of discount 3,102,036 1,360,960
Derivative liabilities, non-current 516,377 219,453
Total liabilities 14,721,375 17,519,384
Commitments and contingencies
Stockholders' deficit    
Convertible preferred stock, $0.001 par value; 20,000,000 shares authorized; none issued and outstanding at June 30, 2019 and December 31, 2018
Common stock, $0.001 par value; 500,000,000 shares authorized; 134,095,247 issued and outstanding at June 30, 2019 and December 31, 2018 134,095 133,908
Additional paid-in-capital 20,318,672 17,528,947
Accumulated deficit (32,094,209) (33,225,107)
Total stockholders' deficit (11,641,442) (15,562,252)
Total liabilities and stockholders' deficit $ 3,079,933 $ 1,957,132
v3.19.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
Convertible preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible preferred stock, shares authorized 20,000,000 20,000,000
Convertible preferred stock, shares issued 0 0
Convertible preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 134,095,247 134,095,247
Common stock, shares outstanding 134,095,247 134,095,247
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Operating expenses        
Research and development $ 688,041   $ 1,009,026 $ 25,000
General and administrative 1,082,846 $ 1,080,190 2,276,928 2,306,551
Total operating expenses 1,770,887 1,080,190 3,285,954 2,331,551
Operating loss (1,770,887) (1,080,190) (3,285,954) (2,331,551)
Other expense (income)        
Change in fair value of derivative liabilities (17,971,742) 1,580,242 (5,151,124) 602,749
Fair value of derivative liabilities in excess of proceeds     322,644 7,174,634
Financing transaction costs       137,191
Loss on extinguishment of secured convertible promissory note - related party       590,392
Interest expense 293,965 0 410,028 37,708
Interest income   (74)   (74)
Total other expense (income) (17,677,777) 1,580,168 (4,418,452) 8,542,600
Income (loss) before income taxes 15,906,890 (2,660,358) 1,132,498 (10,874,151)
Provision for income taxes 1,600 1,642 1,600 1,642
Net income (loss) and comprehensive income (loss) $ 15,905,290 $ (2,662,000) $ 1,130,898 $ (10,875,793)
Earnings (loss) per common share:        
Basic (in dollars per share) $ 0.12 $ (0.02) $ 0.01 $ (0.10)
Diluted (in dollars per share) $ 0.08 $ (0.02) $ 0.01 $ (0.10)
Weighted average shares of common stock outstanding used to compute earnings per share:        
Basic (in shares) 132,923,037 130,668,887 132,826,677 109,767,054
Diluted (in shares) 189,094,958 130,668,887 172,058,053 109,767,054
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash flows from operating activities:    
Net income (loss) $ 1,130,898 $ (10,875,793)
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Depreciation 731 813
Stock-based compensation expense 344,577 330,212
Change in fair value of derivative liabilities (5,151,124) 602,749
Fair value of derivative liabilities in excess of proceeds 322,644 7,174,634
Loss on extinguishment of secured convertible promissory note - related party   590,392
Amortization of debt discount 244,751 34,608
Changes in assets and liabilities:    
Prepaid expenses (169,079) 135,907
Other current assets   (2,609)
Accounts payable 57,862 (89,001)
Accounts payable to related party   65,000
Other current liabilities 182,494 (79,487)
Net cash used in operating activities (3,036,246) (2,112,575)
Cash flows from investing activities:    
Purchases of property and equipment   (4,385)
Net cash used in investing activities   (4,385)
Cash flows from financing activities:    
Proceeds from Common stock issuance, net of $16,901 issuance costs   3,233,099
Proceeds from Series B warrant exercises   98,700
Proceeds from secured convertible promissory note - related party   400,000
Proceeds from convertible multi-draw credit agreement, net of $9,301 issuance costs 3,990,699  
Net cash provided by financing activities 3,990,699 3,731,799
Net increase in cash and restricted cash 954,453 1,614,839
Cash and restricted cash, beginning of period 1,857,885 264,383
Cash and restricted cash, end of period 2,812,338 1,879,222
Reconciliation of cash and restricted cash:    
Cash 2,807,826 1,874,720
Restricted cash 4,512 4,502
Total cash and restricted cash shown in the consolidated statements of cash flows 2,812,338 1,879,222
Cash paid during the period for:    
Interest 165,277  
Income taxes 1,600 1,600
Supplemental disclosures of non-cash financing activities:    
Conversion of outstanding preferred stock into common stock   1,947,227
Conversion of outstanding preferred stock subject to redemption into common stock   828,916
Reclassification of warrant liabilities to equity from exercise of warrants 144,375 1,301,866
Fair value of common stock issued in extinguishment of convertible debt   1,710,000
Fair value of warrants issued in connection with financings   $ 10,424,634
Proceeds allocated to equity classified warrants issued with convertible multi-draw credit agreement 716,110  
Fair value of compound derivative liability bifurcated from convertible multi-draw credit agreement 193,414  
Beneficial conversion feature on convertible multi-draw credit agreement $ 1,584,850  
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parentheticals) - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Stock issuance costs $ 9,301 $ 16,901
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)
Convertible Series F Preferred Stock
Convertible Series D Preferred Stock
Redeemable Convertible Series B Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2017 $ 1,777,781 $ 169,447 $ 822,201 $ 33,623 $ 10,427,742 $ (14,030,871) $ (3,569,506)
Balance (in shares) at Dec. 31, 2017 2,000 200 2,833.55 33,622,829      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock based compensation expense       $ 2,500 227,109   229,609
Stock based compensation expense (in shares)       2,500,000      
Issuance of common stock net of issuance costs of $16,900       $ 32,500 (32,500)    
Issuance of common stock net of issuance costs of $16,900 (in shares)       32,500,000      
Conversion of Series B Preferred Stock and conversion liability into common stock at $0.10 and $0.001 per share     $ (822,201) $ 28,385 800,530   828,915
Conversion of Series B Preferred Stock and conversion liability into common stock at $0.10 and $0.001 per share (in shares)     (2,834) 28,385,000      
Conversion of Series D Preferred Stock to common stock at $0.10 per share   $ (169,447)   $ 2,000 167,447   169,447
Conversion of Series D Preferred Stock to common stock at $0.10 per share (in shares)   (200)   2,000,000      
Conversion of Series F Preferred Stock to common stock at $0.10 per share $ (1,777,781)     $ 20,000 1,757,781   1,777,781
Conversion of Series F Preferred Stock to common stock at $0.10 per share (in shares) (2,000)     20,000,000      
Conversion of secured convertible promissory note - related party and accrued interest       $ 9,000 1,691,878   1,700,878
Conversion of secured convertible promissory note - related party and accrued interest (in shares)       9,000,000      
Series B warrant exercises       $ 4,406 1,318,284   1,322,690
Series B warrant exercises (in shares)       4,406,250      
Net loss for the year           (8,213,793) (8,213,793)
Balance at Mar. 31, 2018       $ 132,414 16,358,271 (22,244,664) (5,753,979)
Balance (in shares) at Mar. 31, 2018       132,414,079      
Balance at Dec. 31, 2017 $ 1,777,781 $ 169,447 $ 822,201 $ 33,623 10,427,742 (14,030,871) (3,569,506)
Balance (in shares) at Dec. 31, 2017 2,000 200 2,833.55 33,622,829      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net loss for the year             (10,875,793)
Balance at Jun. 30, 2018       $ 132,702 16,528,683 (24,906,664) (8,245,279)
Balance (in shares) at Jun. 30, 2018       132,701,579      
Balance at Mar. 31, 2018       $ 132,414 16,358,271 (22,244,664) (5,753,979)
Balance (in shares) at Mar. 31, 2018       132,414,079      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock based compensation expense         100,603   100,603
Common stock issuance costs paid of $7,778         (7,778)   (7,778)
Series B warrant exercises       $ 288 77,587   77,875
Series B warrant exercises (in shares)       287,500      
Net loss for the year           (2,662,000) (2,662,000)
Balance at Jun. 30, 2018       $ 132,702 16,528,683 (24,906,664) (8,245,279)
Balance (in shares) at Jun. 30, 2018       132,701,579      
Balance at Dec. 31, 2018       $ 133,908 17,528,947 (33,225,107) (15,562,252)
Balance (in shares) at Dec. 31, 2018       133,907,747      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock based compensation expense         171,493   171,493
Warrants issued in connection with convertible multi-draw credit agreement, related party         716,110   716,110
Beneficial conversion feature in connection with convertible multi-draw credit agreement - related party         1,584,850   1,584,850
Net loss for the year           (14,774,392) (14,774,392)
Balance at Mar. 31, 2019       $ 133,908 20,001,400 (47,999,499) (27,864,191)
Balance (in shares) at Mar. 31, 2019       133,907,747      
Balance at Dec. 31, 2018       $ 133,908 17,528,947 (33,225,107) (15,562,252)
Balance (in shares) at Dec. 31, 2018       133,907,747      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net loss for the year             1,130,898
Balance at Jun. 30, 2019       $ 134,095 20,318,672 (32,094,209) (11,641,442)
Balance (in shares) at Jun. 30, 2019       134,095,247      
Balance at Mar. 31, 2019       $ 133,908 20,001,400 (47,999,499) (27,864,191)
Balance (in shares) at Mar. 31, 2019       133,907,747      
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock based compensation expense         173,084   173,084
Series B warrant exercises       $ 187 144,188   144,375
Series B warrant exercises (in shares)       187,500      
Net loss for the year           15,905,290 15,905,290
Balance at Jun. 30, 2019       $ 134,095 $ 20,318,672 $ (32,094,209) $ (11,641,442)
Balance (in shares) at Jun. 30, 2019       134,095,247      
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) (Parentheticals) - USD ($)
3 Months Ended
Jun. 30, 2018
Mar. 31, 2018
Share issuance costs $ 7,778 $ 16,900
Series F Preferred Stock    
Conversion of preferred stock price per share   $ 0.10
Series D Preferred Stock    
Conversion of preferred stock price per share   0.10
Redeemable Convertible Series B Preferred Stock    
Conversion of preferred stock price per share   0.10
Conversion liability into common stock per share   $ 0.001
v3.19.2
Nature of Operations and Business Activities
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Nature of Operations and Business Activities

1. Nature of Operations and Business Activities

 

Nature of Operations

 

Emerald Bioscience, Inc. (the “Company”) was initially incorporated in Nevada on March 16, 2011 as Load Guard Logistics, Inc. On October 31, 2014, the Company closed a reverse merger transaction (the “Merger”) pursuant to which Nemus, a California corporation (“Nemus Sub”), became the Company’s wholly-owned subsidiary, and the Company assumed the operations of Nemus Sub. Nemus Sub was incorporated in the State of California on July 17, 2012. On November 3, 2014, the Company changed its name to Nemus Bioscience, Inc. by merging with Nemus Sub.

 

On February 11, 2019, the Company’s Board of Directors (the “Board”) and majority stockholder unanimously approved an amendment to the Company’s articles of incorporation to change the name of the Company to Emerald Bioscience, Inc. Effective March 25, 2019, we filed a Certificate of Amendment with the Nevada Secretary of State changing the Company’s name to Emerald Bioscience, Inc.

 

Emerald Bioscience, Inc. is a biopharmaceutical company located in Long Beach, California that plans to research, develop and commercialize therapeutics derived from cannabinoids through several license agreements with the University of Mississippi (“UM”). UM is the only entity federally permitted and licensed to cultivate cannabis for research purposes in the United States.

 

In January 2018, the Company entered into a securities purchase agreement with Emerald Health Sciences, Inc. (“Emerald Health Sciences”) discussed in Note 5, pursuant to which Emerald Health Sciences purchased a majority of the equity interest in the Company, resulting in a change in control. As part of the transaction, the Company’s Board members, with the exception of Dr. Brian Murphy, the Company’s CEO/CMO, tendered their resignation and Emerald Health Sciences appointed two new nominees to the Board. Later, in October 2018, the Board appointed Dr. Avtar Dhillon, the Chairman, Chief Executive Officer and President of Emerald Health Sciences, as the Executive Chairman of the Company’s Board.

 

As of June 30, 2019, the Company has devoted substantially all its efforts to securing product licenses, carrying out research and development, building infrastructure and raising capital. The Company has not yet realized revenue from its planned principal operations and is a number of years from potentially being able to do so.

 

Liquidity and Going Concern

 

The Company has incurred operating losses and negative cash flows from operations since inception and as of June 30, 2019, had an accumulated deficit of $32,094,209, a stockholders’ deficit of $11,641,442 and a working capital deficit of $8,025,743. The Company anticipates that it will continue to incur net losses into the foreseeable future in order to advance and develop a number of potential drug candidates into preclinical and clinical development activities and support its corporate infrastructure which includes the costs associated with being a public company. As of June 30, 2019, the Company had cash in the amount of $2,807,826, as compared to $1,853,373 in cash as of December 31, 2018. This increase is primarily attributable to the proceeds of $4,000,000 from the Credit Agreement (defined below) with Emerald Health Sciences during the first quarter of 2019. However, without additional funding management believes that the Company will not have enough funds to meet its obligations within one year from the date the Condensed Consolidated Financial Statements are issued. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s continued existence is dependent on its ability to raise additional sufficient funding to cover operating expenses and to invest in research and development activities. On October 5, 2018, the Company entered into a Multi Draw Credit Agreement (the “Credit Agreement”) with Emerald Health Sciences (See Note 4). Under the Credit Agreement the Company can draw down up to $20,000,000 from time to time in principal amounts of at least $250,000. The drawdowns are subject to approval by the Company’s Board, which is controlled by the directors and principal executive officer of Emerald Health Sciences.

 

The Company plans to continue to pursue funding through public or private equity or debt financings, licensing arrangements, asset sales, government grants or other arrangements. However, the Company cannot provide any assurances that such additional funds will be available on reasonable terms, or at all. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company is unable to secure adequate additional funding, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets where possible, suspend or curtail planned programs or cease operations.
v3.19.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements have been prepared on a consistent basis with the Company’s Audited Consolidated Financial Statements for the fiscal year ended December 31, 2018, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and therefore, omit certain information and footnote disclosure necessary to present the financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

 

The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ended December 31, 2019 or any future periods. The Condensed Consolidated Balance sheet as of December 31, 2018 was derived from the Company’s audited financial statements as of December 31, 2018, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2019. The unaudited financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 14, 2019, which includes a broader discussion of the Company’s business and the risks inherent therein.

 

Certain reclassifications have been made to prior year amounts to conform to the current period’s presentation. Such reclassifications had no net effect on total assets, total liabilities, total stockholders’ deficit, net losses and cash flows.

 

Use of Estimates

 

The preparation of the Unaudited 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 income and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. Such estimates and judgments are utilized for stock-based compensation expense and equity securities, derivative liabilities and debt with embedded features.

 

Risks and Uncertainties

 

The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, results of research and development activities, uncertainties surrounding regulatory developments in the United States and the Company’s ability to attract new funding.

 

Fair Value Measurements

 

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

 

Level 1:

Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities.

 

 

Level 2:

Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3:

Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

 

The carrying values of our financial instruments, with the exception of the convertible multi draw credit agreement - related party and derivative liabilities, including, cash, prepaid expenses, accounts payable, and other current liabilities approximate their fair value due to the short maturities of these financial instruments. The derivative liabilities were valued on a recurring basis utilizing Level 3 inputs.

 

Advances under the convertible multi draw credit agreement - related party, noncurrent are not recorded at fair value. However, fair value can be approximated and disclosed utilizing Level 3 inputs and independent third-party valuation techniques (See Note 3). At June 30, 2019, the fair value of the advances under the Credit Agreement were estimated at $7,419,463. The carrying amount of the liability at June 30, 2019 is $3,102,036 and is included in Convertible multi draw credit agreement - related party, net of discount in the Company’s balance sheets.

 

Convertible Instruments

 

The Company accounts for hybrid contracts with embedded conversion features in accordance with GAAP. ASC 815, Derivatives and Hedging Activities (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company accounts for convertible debt instruments with embedded conversion features in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) if it’s determined that the conversion feature should not be bifurcated from their host instruments. Under ASC 470-20, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the difference between the fair value of the underlying common stock at the commitment date and the embedded effective conversion price. When the Company determines that the embedded conversion option should be bifurcated from its host instrument, the embedded feature is accounted for in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

 

The Company also follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) when evaluating the accounting for its hybrid instruments. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception (for example, a payable settled with a variable number of the issuer’s equity shares); (b) variations in something other than the fair value of the issuer’s equity shares (for example, a financial instrument indexed to the Standard and Poor’s S&P 500 Index and settled with a variable number of the issuer’s equity shares); or (c) variations inversely related to changes in the fair value of the issuer’s equity shares (for example, a written put option that could be net share settled). Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with a re-measurement reported other (income) expense in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

 

When determining short-term vs. long-term classification of derivative liabilities, the Company first evaluates the instruments’ exercise provisions. Generally, if a derivative is a liability and exercisable within one year, it will be classified as short-term. However, because of the unique provisions and circumstances that may impact the accounting for derivative instruments, the Company carefully evaluates all factors that could potentially restrict the instrument from being exercised or create a situation where exercise would be considered remote. The Company re-evaluates its derivative liabilities at each reporting period end and makes updates for any changes in facts and circumstances that may impact classification.

 

Warrants Issued in Connection with Financings

 

The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. For warrants issued with a conditional obligation to issue a variable number of shares or the deemed possibility of a cash settlement, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other (income) expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).

 

Debt Issuance Costs and Interest

 

Discounts related to bifurcated derivatives, freestanding instruments issued in bundled transactions and issuance costs are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. The Company makes changes to the effective interest rate, as necessary, on a prospective basis. For debt facilities that provide for multiple advances, the Company initially defers any issuance costs until the first advance is made and then amortizes the costs over the life of the facility.

 

Research and Development Expenses and Licensed Technology

 

Research and development costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third-party contract research organizations and investigative sites, third-party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries and benefits for the personnel involved in our preclinical and clinical drug development activities; and facilities expense, depreciation and other allocated expenses; and equipment and laboratory supplies.

 

Costs incurred for the rights to use licensed technologies in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where there is an identified alternative future use. No cost associated with the use of licensed technologies has been capitalized to date.

 

Stock-Based Compensation for Employees

 

Stock-based compensation cost is estimated at the grant date based on the fair value of the award, and the cost is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. The Company uses the Black-Scholes Merton option pricing model for estimating the grant date fair value of stock options using the following assumptions:

 

·

Volatility - Stock price volatility is estimated over the expected term based on a blended rate of industry peers and the Company’s actual stock volatility adjusted for periods in which significant financial variability was identified.

·

Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award.

·

Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. treasury securities in effect during the period in which the awards were granted.

·

Dividends - The dividend yield assumption is based on our history and expectation of paying no dividends in the foreseeable future.

 

Earnings/ Loss Per Share of Common Stock

 

The Company applies FASB ASC No. 260, Earnings per Share. The basic earnings or net loss per share of common stock is computed by dividing loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted earnings or net loss per share of common stock is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, convertible preferred stock, options to purchase common stock, restricted stock subject to vesting, warrants to purchase common stock and common shares underlying convertible debt instruments were considered to be common stock equivalents. The following outstanding shares of common stock equivalents were excluded from the computation of diluted earnings per share of common stock for the periods presented because including them would have been antidilutive:

 

 

 

Three Months

Ended June 30,

(Unaudited)

 

 

Six Months

Ended June 30,

(Unaudited)

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock options

 

 

2,411,846

 

 

 

1,850,073

 

 

 

2,814,505

 

 

 

1,850,073

 

Unvested restricted stock

 

 

209,055

 

 

 

1,918,501

 

 

 

237,798

 

 

 

1,918,501

 

Common shares underlying convertible debt

 

 

-

 

 

 

-

 

 

 

11,722,222

 

 

 

-

 

Warrants

 

 

18,844,002

 

 

 

51,155,750

 

 

 

20,353,145

 

 

 

51,155,750

 

 

Recent Accounting Pronouncements

 

In November 2018, the FASB issued ASU No. 2018-08 Collaborative Arrangements (Topic 808) intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606 Revenue from Contracts with Customers. The ASU affects all companies that enter into collaborative arrangements. The ASU clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 and changes certain presentation requirements for transactions with collaborative arrangement participants that are not directly related to sales to third parties. For public companies, the standard is effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and therefore does not currently expect the adoption of this standard to have a material effect on its Condensed Consolidated Financial Statements. The Company plans to adopt this ASU either on the effective date of January 1, 2020 or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within this ASU.

 

Recently Adopted Accounting Standards

 

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). In January, July and December 2018, and in March 2019, the FASB issued additional amendments to the new lease guidance relating to, transition, and clarification. This ASU requires most lessees to recognize right of use assets and lease liabilities and recognize expenses in a manner similar to current accounting standards. For public companies, the standard is effective for fiscal years beginning after December 15, 2018 and interim periods therein. The Company adopted this ASU on the effective date of January 1, 2019. Pursuant to ASU 2018-11, issued in July 2018, the Company elected to use the effective date as of the date of application for transition. Upon adoption there was no cumulative effect recorded to the accumulated deficit, as the Company has no lease terms in excess of one year. The Company has elected the short-term lease practical expedient under the ASU which resulted in no change to the current recognition accounting under ASC 840.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. The Company adopted this ASU on the effective date of January 1, 2019. The adoption of this standard using a retrospective cumulative-effect adjustment approach had no impact to the Company’s accumulated deficit. The outstanding warrants issued in the Emerald Financing contain a down-round provision. However, in the absence of the down-round these warrants would require liability accounting and be considered derivatives due to the presence of a put option (See Note 3). As such, the adoption of ASU 2017-11 on January 1, 2019 did not have an impact on the Company’s Condensed Consolidated Financial Statements and Notes thereto.
v3.19.2
Warrants and Derivative Liabilities
6 Months Ended
Jun. 30, 2019
Warrants And Derivative Liabilities [Abstract]  
Warrants and Derivative Liabilities

3. Warrants and Derivative Liabilities

 

Warrants

 

There are significant judgments and estimates inherent in the determination of the fair value of the Company’s warrants. These judgments and estimates included the assumptions regarding its future operating performance, the time to completing a liquidity event and the determination of the appropriate valuation methods. If the Company had made different assumptions, the fair value of the warrants could have been significantly different (See Note 2).

 

Warrants vested and outstanding as of June 30, 2019 are summarized as follows:

 

 

 

 

 

 

 

Amount

 

 

 

Exercise

 

 

Term

 

 

Vested and

 

Source

 

Price

 

 

(Years)

 

 

Outstanding

 

Pre 2015 Common Stock Warrants

 

$ 1.00

 

 

6-10

 

 

 

4,000,000

 

2015 Common Stock Warrants

 

$

1.15-$5.00

 

 

5-10

 

 

 

442,000

 

2015 Series B Financing

 

 

 

 

 

 

 

 

 

 

 

Common Stock Warrants to Series B Stockholders

 

$ 0.00

 

 

 

5

 

 

 

1,031,250

 

2016 Common Stock Warrants to Service Providers

 

$ 1.15

 

 

 

10

 

 

 

40,000

 

2016 Series C Common Stock Warrants to Placement Agent

 

$ 0.40

 

 

 

5

 

 

 

125,000

 

2017 Series D Common Stock Warrants to Placement Agent

 

$ 0.25

 

 

 

5

 

 

 

480,000

 

2017 Common Stock Warrants to Service Provider

 

$ 0.41

 

 

 

5

 

 

 

125,000

 

2018 Emerald Financing Warrants

 

$ 0.10

 

 

 

5

 

 

 

44,200,000

 

Emerald Multi Draw Credit Agreement Warrants

 

$ 0.50

 

 

 

5

 

 

 

7,500,000

 

Total warrants vested and outstanding as of June 30, 2019

 

 

 

 

 

 

 

 

 

 

57,943,250

 

 

Emerald Multi Draw Credit Agreement Warrants

 

During the six months ended June 30, 2019, the Company issued 5,000,000 fully vested common stock warrants to Emerald Health Sciences, in conjunction with advances under the Credit Agreement discussed below (See Note 4). The warrants are equity classified at issuance and the Company allocated an aggregate of $716,110 of the gross proceeds to the warrants on a relative fair value basis. The proceeds allocated to the warrants were recorded as discounts to each advance and are being amortized over the term of the debt. The warrants vested immediately and had an estimated aggregate fair value of $1,830,573 utilizing the Black-Scholes option pricing model with the following assumptions:

 

 

 

At Issuance

 

Dividend yield

 

 

0.00 %

Volatility factor

 

91.6-92.1

%

Risk-free interest rate

 

2.23-2.51

%

Expected term (years)

 

 

5.0

 

Underlying common stock price

 

$

0.33-0.69

 

 

2018 Emerald Financing Warrants

 

In January and February 2018, the Company issued an aggregate of 40,800,000 and 3,400,000 fully vested common stock warrants to Emerald Health Sciences and an accredited investor, respectively, in conjunction with the Emerald Financing discussed below (See Note 5). The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that these warrants should be classified as liabilities. See additional discussion below, Derivative Liabilities- Emerald Financing Warrant Liability.

 

Derivative Liabilities

 

The following tables summarize the activity of derivative liabilities for the periods indicated:

 

 

 

Six Months Ended June 30, 2019

 

 

 

December 31, 2018, Fair Value ofDerivative Liabilities

 

 

Fair Value of Derivative Liabilities Issued

 

 

Change in Fair value of Derivative Liabilities

 

 

Reclassification of Derivatives to Equity

 

 

June 30, 2019, FairValue of Derivative Liabilities

 

Emerald Multi Draw Credit Agreement - compound derivative liability (1)

 

$ 219,453

 

 

$ 516,058

 

 

$ (219,134 )

 

$ -

 

 

$ 516,377

 

Emerald Financing - warrant liability (2)

 

 

15,251,413

 

 

 

-

 

 

 

(4,887,929 )

 

 

-

 

 

 

10,363,484

 

Series B - warrant liability (3)

 

 

487,500

 

 

 

-

 

 

 

(44,061 )

 

 

(144,375 )

 

 

299,064

 

Total derivative liabilities

 

$ 15,958,366

 

 

$ 516,058

 

 

$ (5,151,124 )

 

$ (144,375 )

 

$ 11,178,925

 

Less, noncurrent portion of derivative liabilities

 

 

(219,453 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(516,377 )

Current balance of derivative liabilities

 

$ 15,738,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 10,662,548

 

   

 

 

Six Months Ended June 30, 2018

 

 

 

December 31, 2017, Fair Value of Derivative Liabilities

 

 

Fair Value of Derivative Liabilities Issued

 

 

Change in Fair value of Derivative Liabilities

 

 

Reclassification of Derivatives to Equity

 

 

June 30, 2018, Fair Value of Derivative Liabilities

 

Emerald Financing - warrant liability (2)

 

$ -

 

 

$ 10,424,634

 

 

$ (814,071 )

 

$ -

 

 

$ 9,610,563

 

Series B - warrant liability (3)

 

 

551,322

 

 

 

-

 

 

 

1,231,820

 

 

 

(1,301,866 )

 

 

481,276

 

Emerald Convertible Promissory Note - conversion liability (4)

 

 

265,000

 

 

 

360,000

 

 

 

185,000

 

 

 

(810,000 )

 

 

-

 

Series B Preferred Stock - conversion liability (5)

 

 

6,715

 

 

 

-

 

 

 

-

 

 

 

(6,715 )

 

 

-

 

Total derivative liabilities

 

$ 823,037

 

 

$ 10,784,634

 

 

$ 602,749

 

 

$ (2,118,581 )

 

$ 10,091,839

 

Less, noncurrent portion of derivative liabilities

 

 

(551,322 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Current balance of derivative liabilities

 

$ 271,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 10,091,839

 

  

Emerald Multi Draw Credit Agreement Compound Derivative Liability (1)

 

In connection with the advances under the Credit Agreement (See Note 4), the Company bifurcated a compound derivative liability related to a contingent interest feature and acceleration upon default provision (contingent put option) provided to Emerald Health Sciences. The Company’s estimate of fair value of the compound derivative liability was determined by using a differential cash flows valuation model, wherein the fair value of the underlying debt facility and its conversion right are estimated both with and without the presence of the contingent interest feature, holding all other assumptions constant. The resulting difference between the estimated fair values in both scenarios is the estimated fair value of the compound derivative. The fair value of the underlying debt facility is estimated by calculating the expected cash flows with consideration of the estimated probability of a change in control transaction, defined as an event of default by the agreement, and applying the expected default interest rate from the date of such default through maturity. The expected cash flows are then discounted back to the reporting date using a benchmark market yield. The conversion right component of the compound derivative is measured using a standard Black-Scholes model for each payment period. Because Emerald Health Sciences would forgo the contingent interest if the contingent put option was exercised upon an event of default, the value ascribed to the contingent put option within the compound derivative is de minimis.

 

Emerald Financing Warrant Liability (2)

 

In January and February 2018, the Company issued 44,200,000 warrants to purchase common stock in conjunction with the Emerald Financing discussed above. The warrants vest immediately and have an exercise price of $0.10 per share with a term of five years and are exercisable in cash or through a cashless exercise provision. The warrants contain an anti-dilution protection feature provided to the investors if the Company subsequently issues or sells any shares of common stock, stock options, or convertible securities at a price less than the exercise price of $0.10. The exercise price is automatically adjusted down to the price of the instrument being issued. In addition, the warrants contain a contingent put option if the Company undergoes a subsequent financing that results in a change in control. The warrant holders also have the right to participate in subsequent financing transactions on an as-if converted basis.

 

The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that the warrants should be classified as a liability and re-measured to fair value at the end of each reporting period. The Company also reviewed the warrants under ASC 815, Derivatives and Hedging/Contracts in Entity’s Own Equity, and determined that the warrants also meet the definition of a derivative. With the assistance of a third-party valuation specialist, the Company valued the warrant liabilities utilizing the Monte Carlo valuation method pursuant to the accounting guidance of ASC 820-10, Fair Value Measurements. On the closing dates, the Company estimated that the fair value of the warrants issued on January 19, 2018 and February 16, 2018 was $4,700,000 and $5,700,000, respectively.

 

The warrant liabilities have been valued using Monte Carlo simulations conducted at the closing dates of January 19, 2018 and February 16, 2018 and at the balance sheet dates using the following assumptions:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

At Issuance

 

Dividend yield

 

 

0.00 %

 

 

0.00

%

 

 

0.00 %

Volatility factor

 

90.4-90.8

 

92.1-92.4

 

 

70.0

%

Risk-free interest rate

 

 

1.70

%

 

 

2.49

%

 

2.45-2.6 0

Expected term (years)

 

3.56-3.64

 

 

4.05-4.13

 

 

 

5.0

 

Underlying common stock price

 

$

0.29

 

 

$

0.40

 

 

$ 0.29-0.30

 

 

Because fair value assigned to the warrants exceeded the proceeds received in the Emerald Financing, none of the consideration was allocated to common stock and the Company recorded an adjustment for the difference between the fair value of the warrant liabilities and the total proceeds received to other expense in the Condensed Consolidated Statements Comprehensive Income (Loss) for the six months ended June 30, 2018 as follows:

 

 

 

Closing

 

 

 

 

 

January

2018

 

 

February

2018

 

 

Total

 

Initial Fair Value of Emerald Financing Warrant Liability

 

$ 4,717,211

 

 

$ 5,707,423

 

 

$ 10,424,634

 

Less: Proceeds from Emerald Financing

 

 

1,500,000

 

 

 

1,750,000

 

 

 

3,250,000

 

Excess over proceeds adjustment

 

$ 3,217,211

 

 

$ 3,957,423

 

 

$ 7,174,634

 

 

In addition, because the aggregate proceeds were allocated to the fair value of the Emerald Financing warrant liability, issuance costs totaling $137,192 were charged to other expense during the six months ended June 30, 2018.

 

Series B Warrant Liability (3)

 

In conjunction with the Redeemable Convertible Series B Preferred Stock financing, the Company issued the 2015 Series B Financing Warrants originally exercisable at a price of $1.15 per share. The warrants are exercisable in cash or through a cashless exercise provision and contain certain cash redemption rights. The Series B warrants also had a “down-round” protection feature if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the current exercise price. The down round provision was triggered and automatically adjusted down to $0.10 on December 28, 2017, after the Company entered into the Convertible Promissory Note (See Note 4) and again to $0.00 on January 19, 2018, as a result of the Emerald Financing (See Note 5). The strike price for these warrants is now permanently reset. However, because the remaining warrant holders still have certain cash redemption rights upon the occurrence of certain fundamental transactions, as defined in the Series B warrant agreements, the warrants continue to require liability classification. Subsequent to the repricing that occurred as a result of the Emerald Financing, the warrants have been valued using a Black Scholes Merton Option Pricing Model.

 

The Company reviewed the classification of the warrants as liabilities or equity under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that the Series B warrants should be classified as a liability. The Company then applied the fair value allocation methodology for allocating the proceeds of $5,000,000 received from the Series B financing between the conversion liability and the warrants with the residual amount being allocated to the Series B Preferred Stock.

 

To compute the fair value of the warrants, the Company utilized the following assumptions in the Black Scholes Merton Option Pricing Model for the periods indicated:

 

 

 

As of

June 30,

2019

 

 

As of

December 31,

2018

 

Dividend yield

 

 

0.00 %

 

 

0.00 %

Volatility factor

 

 

93.1 %

 

 

93.0 %

Risk-free interest rate

 

 

1.90 %

 

2.79

%

Expected term (years)

 

 

1.14

 

 

1.64-1.65

 

Weighted average fair value of warrants

 

$

 0.29

 

 

$

0.40

 

 

Emerald Convertible Promissory Note Conversion Liability (4)

 

In connection with the Convertible Promissory Note (See Note 4), the Company bifurcated a conversion liability related to an embedded conversion feature with a down-round protection provision. The Company valued the conversion liability pursuant to the accounting guidance of ASC 820-10, Fair Value Measurements, as of the financing date of each closing utilizing the Black Scholes valuation model and the following assumptions:

 

 

 

January 19,

2018

 

 

December 28,

2017

 

Dividend yield

 

 

0.00 %

 

 

0.00 %

Volatility factor

 

 

70.0 %

 

 

70.0 %

Risk-free interest rate

 

 

1.29 %

 

 

1.39 %

Expected term (years)

 

 

0.003

 

 

 

0.25

 

Underlying common stock price

 

$ 0.19

 

 

$ 0.15

 

 

The fair values of the conversion liabilities on December 28, 2017 and January 19, 2018 were $265,000 and $360,000, respectively. The change in value related to the conversion liability at December 31, 2017 was deemed immaterial due to no substantial change in the assumptions from issuance until year end. In connection with the Emerald Financing discussed in Note 5 below, the Convertible Promissory Note was converted, and the conversion liability was extinguished with the debt.

 

Series B Preferred Stock Conversion Liability (5)

 

On August 20, 2015, in connection with the Redeemable Convertible Series B Preferred Stock financing, the Company bifurcated a conversion liability related to a down-round protection provided to the Series B investors. The value of this embedded derivative was determined utilizing a “with and without” method by valuing the Series B Preferred Stock with and without the down round protection. During the first fiscal quarter of 2018, all the remaining Series B Preferred Stock was converted to common stock and as a result, the Series B conversion liability was reduced to zero. The reduction of this liability totaling $6,715 was recorded to equity during the six months ended June 30, 2018.
v3.19.2
Convertible Debt - Related Party
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Convertible Debt - Related Party

4. Convertible Debt - Related Party

 

The Company’s Convertible Debt with Emerald Health Sciences consists of the following:

 

 

 

As of

June 30,

2019

 

 

As of

December 31,

2018

 

Total principal value

 

$ 6,000,000

 

 

$ 2,000,000

 

Unamortized debt discount

 

 

(2,843,217 )

 

 

(587,617 )

Unamortized debt issuance costs

 

 

(54,747 )

 

 

(51,423 )

Carrying value of total convertible debt - related party

 

$ 3,102,036

 

 

$ 1,360,960

 

Less, noncurrent portion

 

 

(3,102,036 )

 

 

(1,360,960 )

Current convertible debt - related party

 

$ -

 

 

$ -

 

 

For the three and six months ended June 30, 2019 and 2018, the Company’s interest expense consists of the following:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense – stated rate

 

$ 106,167

 

 

$ -

 

 

$ 165,277

 

 

$ 3,100

 

Non-cash interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

184,313

 

 

 

-

 

 

 

238,293

 

 

 

34,608

 

Amortization of transaction costs

 

 

3,485

 

 

 

-

 

 

 

6,458

 

 

 

-

 

 

 

$ 293,965

 

 

$ -

 

 

$ 410,028

 

 

$ 37,708

 

 

Multi Draw Credit Agreement

 

On October 5, 2018, the Company entered into the Credit Agreement with Emerald Health Sciences, a related party (See Note 8). The Credit Agreement provides for a credit facility to the Company of up to $20,000,000 and is unsecured. Advances under the Credit Agreement bear interest at an annual rate of 7% (payable quarterly in arrears) and mature on October 5, 2022. At Emerald Health Sciences’ election, advances and unpaid interest may be converted into common stock at a fixed conversion price of $0.40, subject to customary adjustments for stock splits, stock dividends, recapitalizations, etc. As of June 30, 2019, the unused portion of the credit facility is $14,000,000.

 

The Credit Agreement provides for customary events of default which may result in the acceleration of the maturity of the advances in addition to, but not limited to, cross acceleration to certain other indebtedness of the Company or a change in control. In the case of an event of default arising from specified events of bankruptcy or insolvency or reorganization, all outstanding advances will become due and payable immediately without further action or notice. If any other event of default under the Credit Agreement occurs or is continuing, Emerald Health Sciences may, by written notice, terminate its commitment to make any advances and/or declare all the advances with any other amounts payable due immediately. If any amount under the Credit Agreement is not paid when due, such overdue amount shall bear interest at an annual default interest rate of the applicable rate plus 10%, until such amount is paid in full.

 

In connection with each advance under the Credit Agreement, the Company agreed to issue to Emerald Health Sciences warrants to purchase shares of common stock in an amount equal to 50% of the number of shares of common stock that each advance may be converted into. The warrants have an exercise price of $0.50 per share, a term of five years and are immediately exercisable upon issuance. The exercise price is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events or upon any distributions of assets, including cash, stock or other property to the Company’s stockholders (See Note 3).

 

In accounting for each convertible advance and the warrants issued under the Credit Agreement, the Company allocates the proceeds between the debt host and the freestanding warrants on a relative fair value basis for each advance. On the date of each advance if the effective conversion rate of the debt is less than the market value of the Company’s common stock the Company records a beneficial conversion feature as a discount to the debt and an increase to additional paid in capital. The debt discounts related to the warrants, beneficial conversion features and compound derivatives, if any, are being amortized over the term of the Credit Agreement using the effective interest rate method. Amortization of the debt discount is recognized as non-cash interest expense and the compound derivatives related to the contingent interest feature and acceleration upon default provision are remeasured at fair value in subsequent periods in the Company’s Condensed Consolidated Balance Sheets.

 

On November 1, 2018, the initial advance under Credit Agreement was made for $2,000,000 and the Company issued 2,500,000 warrants (See Note 3). In accounting for the convertible advances and warrants under the Credit Agreement $1,684,920 of the proceeds was allocated to the debt and $315,080 was allocated to equity classified warrants. A beneficial conversion feature of $90,080 and a compound derivative liability of $204,102 were also recorded.

 

During the six months ended June 30, 2019, the Company initiated two advances under Credit Agreement, each in the amount of $2,000,000, for an aggregate principal amount of $4,000,000, and the Company issued an aggregate of 5,000,000 warrants to Emerald Health Sciences (See Note 3). In accounting for the convertible advances and warrants issued under the Credit Agreement, an aggregate amount of $3,283,890 was allocated to the debt and $716,110 was allocated to equity classified warrants. A beneficial conversion feature of $1,584,850 and compound derivative liabilities of an aggregate of $516,058 have been recorded (See Note 3). Of the $516,058 in compound derivatives, $322,644 was recorded as other expense in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2019 as value of the beneficial conversion feature exceeded the proceeds allocated to the third draw.

 

Aggregate financing costs of $63,007 incurred in connection with the Credit Agreement have been recorded as a discount to the debt host and are being amortized using the effective interest rate method and recognized as non-cash interest expense over the term of the Credit Agreement.

 

As of June 30, 2019, the unamortized debt discount will be amortized over a remaining period of approximately 3.27 years. The fair value of the underlying shares of the convertible multi draw credit agreement was $4,350,000 at June 30, 2019. As of June 30, 2019, the if-converted value did not exceed the principal balance.

 

Secured Convertible Promissory Note

 

On December 28, 2017, the Company entered into a convertible Secured Promissory Note and Security Agreement with Emerald Health Sciences (the “Convertible Promissory Note”). The Convertible Promissory Note provided for aggregate gross proceeds to the Company of up to $900,000 and was secured by all the Company’s assets. Drawdowns on the Convertible Promissory Note were interest bearing at an annual rate of 12% (compounding semi-annually), payable at maturity. The Convertible Promissory Note matured upon the earlier of June 30, 2018 or upon a default event, as defined, and elected by Emerald Health Sciences. At Emerald Health Sciences’ election, drawdowns and unpaid interest were convertible into common stock at a conversion price of $0.10, subject to a full-ratchet antidilution right. The Convertible Promissory Note was automatically converted upon the occurrence of the private placement transaction with Emerald Health Sciences (the Emerald Financing) in January 2018.

 

The Company received proceeds of $500,000 on December 28, 2017, and on January 19, 2018 the Company received the remaining $400,000 in funding as it had satisfied the conditions required. These conditions required receipt of conversion notices from all the existing Series B stockholders to convert their preferred shares to common stock. Such conversions occurred in January and February of 2018. On each financing date, the Company bifurcated a conversion liability from the Convertible Promissory Note related to the embedded conversion feature with a down-round protection provision (See Note 3). This resulted in a conversion liability of $265,000 at the first financing date which was one trading day prior to December 31, 2017. The second funding in January 2018 resulted in an additional conversion liability of $360,000. The conversion liabilities were recorded as a discount to the debt at each draw down date and were being amortized to interest expense.

 

On January 19, 2018, in conjunction with the Emerald Financing (See Note 5), the Convertible Promissory Note was automatically converted into common stock at a conversion price of $0.10 per share for 9,000,000 shares of common stock. Upon conversion, the debt and associated conversion liability were extinguished resulting in a loss on extinguishment of $590,392 which was recorded as other expense for the six months ended June 30, 2018. For the six months ended June 30, 2018, the effective interest rate related to the Convertible Promissory Note was 13.94%.
v3.19.2
Stockholders' Deficit and Capitalization
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Stockholders' Deficit and Capitalization

5. Stockholders’ Deficit and Capitalization

 

Common Stock

 

On November 14, 2018, the Company amended its articles of incorporation to increase the number of authorized shares of common stock available for issuance to 500,000,000.

 

Emerald Financing

 

On January 19, 2018, the Company entered into a Securities Purchase Agreement pursuant to which the Company sold to Emerald Health Sciences 15,000,000 shares of common stock and a warrant to purchase 20,400,000 shares of common stock at an exercise price of $0.10 for aggregate gross proceeds of $1,500,000 (the “Emerald Financing”). This transaction also resulted in the conversion of the $900,000 Convertible Promissory Note (See Note 4). As part of the transaction, the Company’s Board members, with the exception of Dr. Brian Murphy, the Company’s CEO/CMO, tendered their resignation and Emerald Health Sciences appointed two new nominees to the Board. The Securities Purchase Agreement also provides that in the case of a subsequent financing in which the purchase price is less than $0.10 per share, Emerald Health Sciences shall be issued additional shares in order to protect against anti-dilution.

 

The second closing under the Emerald Financing occurred on February 16, 2018, pursuant to which the Company issued and sold to Emerald Health Sciences 15,000,000 shares of the Company’s common stock, and a warrant to purchase 20,400,000 shares of common stock at an exercise price of $0.10 per share for a term of five years. In addition, an accredited investor purchased 2,500,000 shares of common stock and a warrant to purchase 3,400,000 shares of common stock at an exercise price of $0.10 per share for a term of five years. The Company received aggregate gross proceeds of $1,750,000 from the second closing. In connection with the private placement, the Company incurred issuance costs of $154,092, of which $137,192 was allocated to the warrant liability and expensed during the period and $16,900 was recorded as a reduction to additional paid in capital from the issuance of common stock.

 

Preferred Stock

 

The Company has 20,000,000 authorized shares of preferred stock, with a par value of $0.001 per share. As of June 30, 2019, there were no shares of preferred stock issued and outstanding.

 

During the six months ended June 30, 2018, all remaining Preferred Series B, D, and F shares that were previously issued and outstanding were converted to common stock.
v3.19.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation

6. Stock-Based Compensation

 

Stock Incentive Plan

 

On October 31, 2014, after the closing of the Merger, the Board approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2014 Plan initially reserved 3,200,000 shares for future grants, and in October 2018, the Company increased the share reserve under the 2014 Plan to equal 10% of the number of issued and outstanding shares of common stock of the Company. The 2014 Plan authorizes the issuance of awards including stock options, stock appreciation rights, restricted stock, stock units and performance units to employees, directors, and consultants of the Company. As of June 30, 2019, the Company had 9,161,023 shares available for future grant under the 2014 Plan.

 

Stock Options

 

There was no option activity under the Company’s 2014 Plan during the three and six months ended June 30, 2019.

 

Restricted Stock Awards

 

There was no restricted stock award (“RSA”) activity under the Company’s 2014 Plan during the three and six months ended June 30, 2019.

 

On February 28, 2018, in conjunction with the signing of the K2C separation agreement discussed in Note 8 below, Mr. Lykos’ RSAs amounting to 325,000 shares vested immediately resulting in a Type III award modification and a credit to stock compensation of $98,042 for the three months ended March 31, 2018 due to a lower fair value of those shares as of the modification date.

 

On May 25, 2018, in conjunction with the signing of her separation agreement, the former Nemus CFO, Ms. Elizabeth Berecz’s RSA’s amounting to 350,000 shares vested immediately resulting in a Type III award modification and a credit to stock compensation of $97,183 for the three and six months ended June 30, 2018 due to a lower fair market value of those shares as of the modification date as compared to the fair value immediately prior to acceleration.

 

Awards Granted Outside the 2014 Plan

 

Options

 

There was no option activity outside of the 2014 Plan during the three and six months ended June 30, 2019.

 

On May 25, 2018, the Company entered into Stock Option Agreement with Douglas Cesario, CFO, granting 1,195,073, stock options with an exercise price equal to $0.25 and a grant date fair market value of $200,172. The options vest 25% on July 23, 2018, and the remaining 75% vest 1/33 on each of the next 33 months thereafter. Options will fully vest upon a Triggering Event, including a Sale of the Company or a Merger that results in change of control.

 

Restricted Stock Awards

 

The following is a summary of RSA activity outside of the Company’s 2014 Plan during the six months ended June 30, 2019:

 

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Unvested, December 31, 2018

 

 

900,000

 

 

$ 0.19

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

Released

 

 

(450,000 )

 

 

0.19

 

Unvested, June 30, 2019

 

 

450,000

 

 

$ 0.19

 

 

On February 28, 2018, in conjunction with the signing of the K2C separation agreement discussed in Note 8 below, Mr. Lykos’ Restricted stock awards amounting to 900,000 shares became immediately vested resulting in a Type III award modification and stock compensation expense of $216,000 for the three months ended March 31, 2018, due to an increase in the fair value of the award immediately before and after the modification date.

 

On May 25, 2018, in conjunction with the signing of her separation agreement discussed above, the former Nemus CFO, Ms. Elizabeth Berecz’s Restricted stock awards amounting to 700,000 shares became immediately vested resulting in the recording of compensation expense of $184,800 for the three and six months ended June 30, 2018, due to an increase in the fair value of the award immediately before and after the modification date.

 

Stock-Based Compensation Expense

 

The Company recognizes stock-based compensation expense using the straight-line method over the requisite service period. For the three months ended June 30, 2019 and 2018, the Company recognized stock-based compensation expense of $173,084 and $100,603, respectively (including compensation expense for RSAs discussed above), which was recorded as a general and administrative expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). For the six months ended June 30, 2019 and 2018, the Company recognized stock-based compensation expense of $344,577 and $330,212, respectively (including compensation expense for RSAs discussed above), which was recorded as a general and administrative expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). The total amount of unrecognized compensation cost was $404,304 as of June 30, 2019. This amount will be recognized over a weighted average period of 0.92 years.
v3.19.2
Significant Contracts - University of Mississippi
6 Months Ended
Jun. 30, 2019
Significant Contracts [Abstract]  
Significant Contracts - University of Mississippi

7. Significant Contracts - University of Mississippi

 

UM 5050 Pro-Drug and UM 8930 Analog Agreements

 

In July 2018, the Company renewed its ocular licenses for UM 5050, related to the pro-drug formulation of tetrahydrocannabinol (“THC”), and UM 8930, related to an analog formulation of cannabidiol (“CBD”). On May 24, 2019, the ocular delivery licenses were replaced by “all fields of use” licenses for both UM 5050 and UM 8930 (the “License Agreements”). Pursuant to these license agreements, UM granted the Company an exclusive, perpetual license, including, with the prior written consent of UM, the right to sublicense, to intellectual property related to UM 5050 and UM 8930 for all fields of use.

 

The License Agreements contain certain milestone payments, royalty and sublicensing fees payable by the Company, as defined therein. Each License Agreement provides for an annual maintenance fee of $75,000 payable on the anniversary of the effective date. The upfront payment for UM 5050 is $100,000 and the upfront payment for UM 8930 is $200,000. Additionally, there is also a $200,000 fee due within 30 days upon receipt of the first United States Patent and Trademark Office Notice of Allowance for UM 8930. The milestone payments payable for each license are as follows:

 

i)

$100,000 paid within 30 days following the submission of the first Investigational New Drug Application to the Food and Drug Administration or an equivalent application to a regulatory agency anywhere in the world, for a product;

ii)

$200,000 paid within 30 days following the first submission of an NDA, or an equivalent application to a regulatory agency anywhere in the world, for each product that is administered in a different route of administration from that of the early submitted product(s); and

iii)

$400,000 paid within 30 days following the approval of an NDA, or an equivalent application to a regulatory agency anywhere in the world, for each product that is administered in a different route of administration from that of the early approved product(s).

 

The royalty percentage due on net sales under each License Agreement is in the mid-single digits. The Company must also pay to UM a portion of all licensing fees received from any sublicensees, subject to a minimum royalty on net sales, and the Company is required to reimburse patent costs incurred by UM related to the licensed products. The royalty obligations apply by country and by licensed product, and end upon the later of the date that no valid claim of a licensed patent covers a licensed product in a given country, or 10 years after the first commercial sale of such licensed product in such country.

 

Each License Agreement continues, unless terminated, until the later of the expiration of the last to expire of the patents or patent applications within the licensed technology or the expiration of our payment obligations under the License Agreement. UM may terminate each License Agreement, by giving written notice of termination, upon the Company’s material breach of the License Agreement, including failure to make payments or satisfy covenants, representations or warranties without cure, noncompliance, a bankruptcy event, the Company’s dissolution or cessation of operations, the Company’s failure to make reasonable efforts to commercialize at least one product or failure to keep at least one product on the market after the first commercial sale for a continuous period of one year, other than for reasons outside the Company’s control, or the Company’s failure to meet certain pre-established development milestones. The Company may terminate each License Agreement upon 60 days’ written notice to UM.

 

UM 5070 License Agreement

 

In January 2017, we entered into a license agreement with UM pursuant to which UM granted us an exclusive, perpetual license, including the right to sublicense, to intellectual property related to a platform of cannabinoid-based molecules (“UM 5070”), to research, develop and commercialize products for the treatment of infectious diseases. The license agreement culminates roughly one year of screening and target molecule identification studies especially focused on therapy-resistant infectious organisms like Methicillin-resistant Staphylococcus aureus (“MRSA”).

 

We paid UM an upfront license fee under the license agreement. Under the license agreement, we are also responsible for annual maintenance fees that will be credited against royalties in the current fiscal year, contingent milestone payments upon achievement of development and regulatory milestones, and royalties on net sales of licensed products sold for commercial use. The aggregate milestone payments due under the license agreement if all the milestones are achieved is $700,000 and the royalty percentage due on net sales is in the mid-single digits. We must also pay UM a percentage of all licensing fees we receive from any sublicensees, subject to a minimum royalty on net sales by such sublicensees. Our royalty obligations apply on a country by country and licensed product by licensed product basis, and end upon the later of the date that no valid claim of a licensed patent covers a licensed product in a given country, or ten years after first commercial sale of such licensed product in such country.

 

The license agreement continues, unless terminated, until the later of the expiration of the last to expire of the patents or patent applications within the licensed technology or expiration of our payment obligations under the license. UM may terminate the license agreement, effective upon giving notice, if: (a) we fail to pay any material amount payable to UM under the license agreement and do not cure such failure within 60 days after UM notifies us of such failure, (b) we materially breach any covenant, representation or warranty in the license agreement and do not cure such breach within 60 days after UM notifies us of such breach, (c) we fail to comply in any material respect with the terms of the license and do not cure such noncompliance within 60 days after UM notifies us of such failure, (d) we are subject to a bankruptcy event, (e) we dissolve or cease operations or (f) if after the first commercial sale of a product during the term of the license agreement, we materially fail to make reasonable efforts to commercialize at least one product or fail to keep at least one product on the market after the first commercial sale for a continuous period of one year, other than for reasons outside our control. We may terminate the license agreement upon 60 days’ written notice to UM.
v3.19.2
Related Party Matters
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Related Party Matters

8. Related Party Matters

 

K2C, Inc.

 

In June 2014, our subsidiary entered into an independent contractor agreement with K2C, Inc. (“K2C”), which is wholly owned by the Company’s former Executive Chairman and Co-Founder, Mr. Cosmas N. Lykos, pursuant to which the Company paid K2C a monthly fee for services performed by Mr. Lykos for the Company. The agreement expired on June 1, 2017 and was automatically renewed for one year pursuant to the terms of the agreement. The monthly fee under the agreement was $10,000 and increased to $20,000 effective April 1, 2017.

 

In February 2018, the Company entered into a separation and release agreement with K2C, which provided for a lump sum payment of $180,000 and the immediate vesting of 900,000 shares of restricted common stock granted on January 18, 2018, 325,000 shares of restricted common stock granted on October 20, 2015, and 125,000 options granted on November 21, 2014, in exchange for a release of claims and certain other agreements. During the six months ended June 30, 2018, the Company recognized additional stock-based compensation expense of $112,270 for these restricted stock and option awards.

 

For the three and six months ended June 30, 2018, total expense incurred under this agreement was $-0- and $220,000 (including the previously discussed lump sum payment), respectively. For the three and six months ended June 30, 2019, no expense was incurred under this agreement. Under the separation agreement, Mr. Lykos was allowed to participate in the Company’s health, death and disability insurance plans for six months subsequent to K2C’s separation.

 

Emerald Health Sciences

 

On February 1, 2018, the Company entered into an Independent Contractor Agreement with Emerald Health Sciences, pursuant to which Emerald Health Sciences agreed to provide such services as are mutually agreed between the Company and Emerald Health Sciences, including reimbursement for reasonable expenses incurred in the performance of the Independent Contractor Agreement. These services can include, but are not limited to, corporate advisory services and technical expertise in the areas of business development, marketing, investor relations, information technology and product development. The Independent Contractor Agreement has an initial term of 10 years and specifies compensation which is agreed upon between the Company’s Chief Executive Officer and Emerald Health Sciences’ Chairman, CEO and President on a month-to-month basis. The fee due under this agreement is payable on a monthly basis; however, if the Company is unable to make payments due to insufficient funds, then interest on the outstanding balance will accrue at a rate of 12% per annum, calculated semi-annually. Under this agreement, for the three months ended June 30, 2019 and 2018, the Company incurred expenses of $150,000 in each period. For the six months ended June 30, 2019 and 2018, the Company incurred expenses of $300,000 and $250,000, respectively.

 

On February 6, 2018, the Company entered into a Consulting Agreement with Dr. Avtar Dhillon, the Chairman, Chief Executive Officer and President of Emerald Health Sciences. The services under the Consulting Agreement included corporate finance and strategic business advisory services. The Consulting Agreement had an initial term of one year and was renewable automatically unless terminated by either party. The agreement specified an annual fee of $60,000, payable semi-monthly in installments, and included reimbursement for reasonable expenses incurred in the performance of the services. Under the agreement, Dr. Avtar Dhillon was also entitled to a discretionary annual bonus, payable 120 days after each fiscal year end, to be determined by the Board upon its annual review. Under this agreement, for the three and six months ended June 30, 2018, the Company incurred $15,000 and $30,000, respectively. The Consulting Agreement was canceled on October 5, 2018 in connection with the Company’s entry into the Credit Agreement with Emerald Health Sciences (See Note 4), and Dr. Avtar Dhillon was appointed as the Executive Chairman of the Company’s Board.
v3.19.2
Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

9. Subsequent Events

 

Contract Manufacturer Change for THCVHS

 

The Company previously entered into a letter agreement with Albany Molecular Resarch, Inc. (“AMRI”), dated as of July 31, 2018, for the manufacture of THCVHS. On July 8, 2019, the Company notified AMRI of its intent to terminate the letter agreement, effective on August 7, 2019.

 

On August 7, 2019, the Company entered into a first amendment to the master development and clinical supply agreement dated as of February 25, 2019 (the “Noramco Agreement”), by and between the Company and Noramco, Inc. (“Noramco”) to manufacture THCVHS. CBDVHS was previously being manufactured pursuant to the Noramco Agreement. The Company will pay $257,800 upfront to add the manufacture of THCVHS to the Noramco Agreement and additional payments will be made upon Noramco shipping of the GMP active pharmaceutical ingredient to the Company. All other material terms of the Noramco Agreement remain the same.
v3.19.2
Nature of Operations, Business Activities and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements have been prepared on a consistent basis with the Company’s Audited Consolidated Financial Statements for the fiscal year ended December 31, 2018, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and therefore, omit certain information and footnote disclosure necessary to present the financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

 

The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ended December 31, 2019 or any future periods. The Condensed Consolidated Balance sheet as of December 31, 2018 was derived from the Company’s audited financial statements as of December 31, 2018, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2019. The unaudited financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 14, 2019, which includes a broader discussion of the Company’s business and the risks inherent therein.

 

Certain reclassifications have been made to prior year amounts to conform to the current period’s presentation. Such reclassifications had no net effect on total assets, total liabilities, total stockholders’ deficit, net losses and cash flows.
Use of Estimates

Use of Estimates

 

The preparation of the Unaudited 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 income and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. Such estimates and judgments are utilized for stock-based compensation expense and equity securities, derivative liabilities and debt with embedded features.
Risks and Uncertainties

Risks and Uncertainties

 

The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, results of research and development activities, uncertainties surrounding regulatory developments in the United States and the Company’s ability to attract new funding.
Fair Value Measurements

Fair Value Measurements

 

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

 

Level 1:

Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities.

 

 

Level 2:

Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3:

Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

 

The carrying values of our financial instruments, with the exception of the convertible multi draw credit agreement - related party and derivative liabilities, including, cash, prepaid expenses, accounts payable, and other current liabilities approximate their fair value due to the short maturities of these financial instruments. The derivative liabilities were valued on a recurring basis utilizing Level 3 inputs.

 

Advances under the convertible multi draw credit agreement - related party, noncurrent are not recorded at fair value. However, fair value can be approximated and disclosed utilizing Level 3 inputs and independent third-party valuation techniques (See Note 3). At June 30, 2019, the fair value of the advances under the Credit Agreement were estimated at $7,419,463. The carrying amount of the liability at June 30, 2019 is $3,102,036 and is included in Convertible multi draw credit agreement - related party, net of discount in the Company’s balance sheets.
Convertible Instruments

Convertible Instruments

 

The Company accounts for hybrid contracts with embedded conversion features in accordance with GAAP. ASC 815, Derivatives and Hedging Activities (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company accounts for convertible debt instruments with embedded conversion features in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) if it’s determined that the conversion feature should not be bifurcated from their host instruments. Under ASC 470-20, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the difference between the fair value of the underlying common stock at the commitment date and the embedded effective conversion price. When the Company determines that the embedded conversion option should be bifurcated from its host instrument, the embedded feature is accounted for in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

 

The Company also follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) when evaluating the accounting for its hybrid instruments. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception (for example, a payable settled with a variable number of the issuer’s equity shares); (b) variations in something other than the fair value of the issuer’s equity shares (for example, a financial instrument indexed to the Standard and Poor’s S&P 500 Index and settled with a variable number of the issuer’s equity shares); or (c) variations inversely related to changes in the fair value of the issuer’s equity shares (for example, a written put option that could be net share settled). Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with a re-measurement reported other (income) expense in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

 

When determining short-term vs. long-term classification of derivative liabilities, the Company first evaluates the instruments’ exercise provisions. Generally, if a derivative is a liability and exercisable within one year, it will be classified as short-term. However, because of the unique provisions and circumstances that may impact the accounting for derivative instruments, the Company carefully evaluates all factors that could potentially restrict the instrument from being exercised or create a situation where exercise would be considered remote. The Company re-evaluates its derivative liabilities at each reporting period end and makes updates for any changes in facts and circumstances that may impact classification.
Warrants Issued in Connection with Financings

Warrants Issued in Connection with Financings

 

The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. For warrants issued with a conditional obligation to issue a variable number of shares or the deemed possibility of a cash settlement, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other (income) expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).
Debt Issuance Costs and Interest

Debt Issuance Costs and Interest

 

Discounts related to bifurcated derivatives, freestanding instruments issued in bundled transactions and issuance costs are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. The Company makes changes to the effective interest rate, as necessary, on a prospective basis. For debt facilities that provide for multiple advances, the Company initially defers any issuance costs until the first advance is made and then amortizes the costs over the life of the facility.
Research and Development Expenses and Licensed Technology

Research and Development Expenses and Licensed Technology

 

Research and development costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third-party contract research organizations and investigative sites, third-party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries and benefits for the personnel involved in our preclinical and clinical drug development activities; and facilities expense, depreciation and other allocated expenses; and equipment and laboratory supplies.

 

Costs incurred for the rights to use licensed technologies in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where there is an identified alternative future use. No cost associated with the use of licensed technologies has been capitalized to date.
Stock-Based Compensation for Employees

Stock-Based Compensation for Employees

 

Stock-based compensation cost is estimated at the grant date based on the fair value of the award, and the cost is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. The Company uses the Black-Scholes Merton option pricing model for estimating the grant date fair value of stock options using the following assumptions:

 

·

Volatility - Stock price volatility is estimated over the expected term based on a blended rate of industry peers and the Company’s actual stock volatility adjusted for periods in which significant financial variability was identified.

·

Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award.

·

Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. treasury securities in effect during the period in which the awards were granted.

·

Dividends - The dividend yield assumption is based on our history and expectation of paying no dividends in the foreseeable future.

Earnings/ Loss Per Share of Common Stock

Earnings/ Loss Per Share of Common Stock

 

The Company applies FASB ASC No. 260, Earnings per Share. The basic earnings or net loss per share of common stock is computed by dividing loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted earnings or net loss per share of common stock is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, convertible preferred stock, options to purchase common stock, restricted stock subject to vesting, warrants to purchase common stock and common shares underlying convertible debt instruments were considered to be common stock equivalents. The following outstanding shares of common stock equivalents were excluded from the computation of diluted earnings per share of common stock for the periods presented because including them would have been antidilutive:

 

 

 

Three Months

Ended June 30,

(Unaudited)

 

 

Six Months

Ended June 30,

(Unaudited)

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock options

 

 

2,411,846

 

 

 

1,850,073

 

 

 

2,814,505

 

 

 

1,850,073

 

Unvested restricted stock

 

 

209,055

 

 

 

1,918,501

 

 

 

237,798

 

 

 

1,918,501

 

Common shares underlying convertible debt

 

 

-

 

 

 

-

 

 

 

11,722,222

 

 

 

-

 

Warrants

 

 

18,844,002

 

 

 

51,155,750

 

 

 

20,353,145

 

 

 

51,155,750

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In November 2018, the FASB issued ASU No. 2018-08 Collaborative Arrangements (Topic 808) intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606 Revenue from Contracts with Customers. The ASU affects all companies that enter into collaborative arrangements. The ASU clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 and changes certain presentation requirements for transactions with collaborative arrangement participants that are not directly related to sales to third parties. For public companies, the standard is effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and therefore does not currently expect the adoption of this standard to have a material effect on its Condensed Consolidated Financial Statements. The Company plans to adopt this ASU either on the effective date of January 1, 2020 or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within this ASU.
 

Recently Adopted Accounting Standards

 

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). In January, July and December 2018, and in March 2019, the FASB issued additional amendments to the new lease guidance relating to, transition, and clarification. This ASU requires most lessees to recognize right of use assets and lease liabilities and recognize expenses in a manner similar to current accounting standards. For public companies, the standard is effective for fiscal years beginning after December 15, 2018 and interim periods therein. The Company adopted this ASU on the effective date of January 1, 2019. Pursuant to ASU 2018-11, issued in July 2018, the Company elected to use the effective date as of the date of application for transition. Upon adoption there was no cumulative effect recorded to the accumulated deficit, as the Company has no lease terms in excess of one year. The Company has elected the short-term lease practical expedient under the ASU which resulted in no change to the current recognition accounting under ASC 840.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. The Company adopted this ASU on the effective date of January 1, 2019. The adoption of this standard using a retrospective cumulative-effect adjustment approach had no impact to the Company’s accumulated deficit. The outstanding warrants issued in the Emerald Financing contain a down-round provision. However, in the absence of the down-round these warrants would require liability accounting and be considered derivatives due to the presence of a put option (See Note 3). As such, the adoption of ASU 2017-11 on January 1, 2019 did not have an impact on the Company’s Condensed Consolidated Financial Statements and Notes thereto.

v3.19.2
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Schedule of outstanding shares of common stock equivalents were excluded from the computation of diluted earnings per share

 

 

Three Months

Ended June 30,

(Unaudited)

 

 

Six Months

Ended June 30,

(Unaudited)

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock options

 

 

2,411,846

 

 

 

1,850,073

 

 

 

2,814,505

 

 

 

1,850,073

 

Unvested restricted stock

 

 

209,055

 

 

 

1,918,501

 

 

 

237,798

 

 

 

1,918,501

 

Common shares underlying convertible debt

 

 

-

 

 

 

-

 

 

 

11,722,222

 

 

 

-

 

Warrants

 

 

18,844,002

 

 

 

51,155,750

 

 

 

20,353,145

 

 

 

51,155,750

 

v3.19.2
Warrants and Derivative Liabilities (Tables)
6 Months Ended
Jun. 30, 2019
Derivative Liabilities Line Items  
Schedule of warrants vested and outstanding

 

 

 

 

 

 

Amount

 

 

 

Exercise

 

 

Term

 

 

Vested and

 

Source

 

Price

 

 

(Years)

 

 

Outstanding

 

Pre 2015 Common Stock Warrants

 

$ 1.00

 

 

6-10

 

 

 

4,000,000

 

2015 Common Stock Warrants

 

$

1.15-$5.00

 

 

5-10

 

 

 

442,000

 

2015 Series B Financing

 

 

 

 

 

 

 

 

 

 

 

Common Stock Warrants to Series B Stockholders

 

$ 0.00

 

 

 

5

 

 

 

1,031,250

 

2016 Common Stock Warrants to Service Providers

 

$ 1.15

 

 

 

10

 

 

 

40,000

 

2016 Series C Common Stock Warrants to Placement Agent

 

$ 0.40

 

 

 

5

 

 

 

125,000

 

2017 Series D Common Stock Warrants to Placement Agent

 

$ 0.25

 

 

 

5

 

 

 

480,000

 

2017 Common Stock Warrants to Service Provider

 

$ 0.41

 

 

 

5

 

 

 

125,000

 

2018 Emerald Financing Warrants

 

$ 0.10

 

 

 

5

 

 

 

44,200,000

 

Emerald Multi Draw Credit Agreement Warrants

 

$ 0.50

 

 

 

5

 

 

 

7,500,000

 

Total warrants vested and outstanding as of June 30, 2019

 

 

 

 

 

 

 

 

 

 

57,943,250

 

Schedule of the adjustment for the difference between the fair value of the warrant liabilities and the total proceeds received

 

 

Closing

 

 

 

 

 

January

2018

 

 

February

2018

 

 

Total

 

Initial Fair Value of Emerald Financing Warrant Liability

 

$ 4,717,211

 

 

$ 5,707,423

 

 

$ 10,424,634

 

Less: Proceeds from Emerald Financing

 

 

1,500,000

 

 

 

1,750,000

 

 

 

3,250,000

 

Excess over proceeds adjustment

 

$ 3,217,211

 

 

$ 3,957,423

 

 

$ 7,174,634

 

Schedule summary of the activity of derivative liabilities

 

 

Six Months Ended June 30, 2019

 

 

 

December 31, 2018, Fair Value ofDerivative Liabilities

 

 

Fair Value of Derivative Liabilities Issued

 

 

Change in Fair value of Derivative Liabilities

 

 

Reclassification of Derivatives to Equity

 

 

June 30, 2019, FairValue of Derivative Liabilities

 

Emerald Multi Draw Credit Agreement - compound derivative liability (1)

 

$ 219,453

 

 

$ 516,058

 

 

$ (219,134 )

 

$ -

 

 

$ 516,377

 

Emerald Financing - warrant liability (2)

 

 

15,251,413

 

 

 

-

 

 

 

(4,887,929 )

 

 

-

 

 

 

10,363,484

 

Series B - warrant liability (3)

 

 

487,500

 

 

 

-

 

 

 

(44,061 )

 

 

(144,375 )

 

 

299,064

 

Total derivative liabilities

 

$ 15,958,366

 

 

$ 516,058

 

 

$ (5,151,124 )

 

$ (144,375 )

 

$ 11,178,925

 

Less, noncurrent portion of derivative liabilities

 

 

(219,453 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(516,377 )

Current balance of derivative liabilities

 

$ 15,738,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 10,662,548

 

   

 

 

Six Months Ended June 30, 2018

 

 

 

December 31, 2017, Fair Value of Derivative Liabilities

 

 

Fair Value of Derivative Liabilities Issued

 

 

Change in Fair value of Derivative Liabilities

 

 

Reclassification of Derivatives to Equity

 

 

June 30, 2018, Fair Value of Derivative Liabilities

 

Emerald Financing - warrant liability (2)

 

$ -

 

 

$ 10,424,634

 

 

$ (814,071 )

 

$ -

 

 

$ 9,610,563

 

Series B - warrant liability (3)

 

 

551,322

 

 

 

-

 

 

 

1,231,820

 

 

 

(1,301,866 )

 

 

481,276

 

Emerald Convertible Promissory Note - conversion liability (4)

 

 

265,000

 

 

 

360,000

 

 

 

185,000

 

 

 

(810,000 )

 

 

-

 

Series B Preferred Stock - conversion liability (5)

 

 

6,715

 

 

 

-

 

 

 

-

 

 

 

(6,715 )

 

 

-

 

Total derivative liabilities

 

$ 823,037

 

 

$ 10,784,634

 

 

$ 602,749

 

 

$ (2,118,581 )

 

$ 10,091,839

 

Less, noncurrent portion of derivative liabilities

 

 

(551,322 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Current balance of derivative liabilities

 

$ 271,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 10,091,839

 

Emerald Multi-Draw Credit Agreement Warrants  
Derivative Liabilities Line Items  
Schedule of input and valuation technique used to value warrant liabilities

 

 

At Issuance

 

Dividend yield

 

 

0.00 %

Volatility factor

 

91.6-92.1

%

Risk-free interest rate

 

2.23-2.51

%

Expected term (years)

 

 

5.0

 

Underlying common stock price

 

$

0.33-0.69

 

Emerald Financing Warrant Liability  
Derivative Liabilities Line Items  
Schedule of input and valuation technique used to value warrant liabilities

 

 

June 30, 2019

 

 

December 31, 2018

 

 

At Issuance

 

Dividend yield

 

 

0.00 %

 

 

0.00

%

 

 

0.00 %

Volatility factor

 

90.4-90.8

 

92.1-92.4

 

 

70.0

%

Risk-free interest rate

 

 

1.70

%

 

 

2.49

%

 

2.45-2.6 0

Expected term (years)

 

3.56-3.64

 

 

4.05-4.13

 

 

 

5.0

 

Underlying common stock price

 

$

0.29

 

 

$

0.40

 

 

$ 0.29-0.30

 

Series B Warrant Liability  
Derivative Liabilities Line Items  
Schedule of input and valuation technique used to value warrant liabilities

 

 

As of

June 30,

2019

 

 

As of

December 31,

2018

 

Dividend yield

 

 

0.00 %

 

 

0.00 %

Volatility factor

 

 

93.1 %

 

 

93.0 %

Risk-free interest rate

 

 

1.90 %

 

2.79

%

Expected term (years)

 

 

1.14

 

 

1.64-1.65

 

Weighted average fair value of warrants

 

$

 0.29

 

 

$

0.40

 

Emerald Convertible Promissory Note Conversion Liability  
Derivative Liabilities Line Items  
Schedule of input and valuation technique used to value warrant liabilities

 

 

January 19,

2018

 

 

December 28,

2017

 

Dividend yield

 

 

0.00 %

 

 

0.00 %

Volatility factor

 

 

70.0 %

 

 

70.0 %

Risk-free interest rate

 

 

1.29 %

 

 

1.39 %

Expected term (years)

 

 

0.003

 

 

 

0.25

 

Underlying common stock price

 

$ 0.19

 

 

$ 0.15

 

v3.19.2
Convertible Debt - Related Party (Tables)
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Schedule of convertible debt

 

 

As of

June 30,

2019

 

 

As of

December 31,

2018

 

Total principal value

 

$ 6,000,000

 

 

$ 2,000,000

 

Unamortized debt discount

 

 

(2,843,217 )

 

 

(587,617 )

Unamortized debt issuance costs

 

 

(54,747 )

 

 

(51,423 )

Carrying value of total convertible debt - related party

 

$ 3,102,036

 

 

$ 1,360,960

 

Less, noncurrent portion

 

 

(3,102,036 )

 

 

(1,360,960 )

Current convertible debt - related party

 

$ -

 

 

$ -

 

Schedule of interest expense

 

 

Three Months Ended
June 30,

 

 

Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense – stated rate

 

$ 106,167

 

 

$ -

 

 

$ 165,277

 

 

$ 3,100

 

Non-cash interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

184,313

 

 

 

-

 

 

 

238,293

 

 

 

34,608

 

Amortization of transaction costs

 

 

3,485

 

 

 

-

 

 

 

6,458

 

 

 

-

 

 

 

$ 293,965

 

 

$ -

 

 

$ 410,028

 

 

$ 37,708

 

 
v3.19.2
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of RSA activity

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Unvested, December 31, 2018

 

 

900,000

 

 

$ 0.19

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

Released

 

 

(450,000 )

 

 

0.19

 

Unvested, June 30, 2019

 

 

450,000

 

 

$ 0.19

 

v3.19.2
Nature of Operations and Business Activities (Detail Textuals) - USD ($)
6 Months Ended
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Oct. 05, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Nature Of Operations And Business Activities [Line Items]              
Accumulated deficit $ (32,094,209)   $ (33,225,107)        
Stockholders' deficit (11,641,442) $ (27,864,191) (15,562,252)   $ (8,245,279) $ (5,753,979) $ (3,569,506)
Working capital deficit (8,025,743)            
Cash and cash equivalents 2,807,826   $ 1,853,373        
Emerald Financing              
Nature Of Operations And Business Activities [Line Items]              
Proceeds from Emerald Financing $ 4,000,000            
Emerald Financing | Multi-Draw Credit Agreement              
Nature Of Operations And Business Activities [Line Items]              
Maximum borrowing capacity       $ 20,000,000      
Principal amounts of borrowing capacity       $ 250,000      
v3.19.2
Summary of Significant Accounting Policies (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Warrant        
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]        
Anti-dilutive excluded from the calculation of diluted loss per common share 18,844,002 51,155,750 20,353,145 51,155,750
Common shares underlying convertible debt        
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]        
Anti-dilutive excluded from the calculation of diluted loss per common share 0 0 11,722,222 0
Stock Option        
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]        
Anti-dilutive excluded from the calculation of diluted loss per common share 2,411,846 1,850,073 2,814,505 1,850,073
Unvested restricted stock        
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]        
Anti-dilutive excluded from the calculation of diluted loss per common share 209,055 1,918,501 237,798 1,918,501
v3.19.2
Summary of Significant Accounting Policies (Detail Textuals)
Jun. 30, 2019
USD ($)
Accounting Policies [Abstract]  
Fair value of advance under credit agreement $ 7,419,463
Carrying value of total convertible debt - related party $ 3,102,036
v3.19.2
Warrants and Derivative Liabilities (Details)
6 Months Ended
Jun. 30, 2019
$ / shares
shares
Class of Warrant or Right [Line Items]  
Amount Vested and Outstanding | shares 57,943,250
Pre 2015 Common Stock Warrants  
Class of Warrant or Right [Line Items]  
Exercise Price $ 1
Amount Vested and Outstanding | shares 4,000,000
Pre 2015 Common Stock Warrants | Minimum  
Class of Warrant or Right [Line Items]  
Term (Years) 6 years
Pre 2015 Common Stock Warrants | Maximum  
Class of Warrant or Right [Line Items]  
Term (Years) 10 years
2015 Common Stock Warrants  
Class of Warrant or Right [Line Items]  
Exercise Price $ 1.15
Amount Vested and Outstanding | shares 442,000
2015 Common Stock Warrants | Minimum  
Class of Warrant or Right [Line Items]  
Exercise Price $ 1.15
Term (Years) 5 years
2015 Common Stock Warrants | Maximum  
Class of Warrant or Right [Line Items]  
Exercise Price $ 5.00
Term (Years) 10 years
2015 series B financing Common Stock Warrants to Series B Stockholders  
Class of Warrant or Right [Line Items]  
Exercise Price $ 0.00
Term (Years) 5 years
Amount Vested and Outstanding | shares 1,031,250
2016 Common Stock Warrants to Service Providers  
Class of Warrant or Right [Line Items]  
Exercise Price $ 1.15
Term (Years) 10 years
Amount Vested and Outstanding | shares 40,000
2016 Series C Common Stock Warrants to Placement Agent  
Class of Warrant or Right [Line Items]  
Exercise Price $ 0.40
Term (Years) 5 years
Amount Vested and Outstanding | shares 125,000
2017 Series D Common Stock Warrants to Placement Agent  
Class of Warrant or Right [Line Items]  
Exercise Price $ 0.25
Term (Years) 5 years
Amount Vested and Outstanding | shares 480,000
2017 Common Stock Warrants to Service Provider  
Class of Warrant or Right [Line Items]  
Exercise Price $ 0.41
Term (Years) 5 years
Amount Vested and Outstanding | shares 125,000
2018 Emerald Financing Warrants  
Class of Warrant or Right [Line Items]  
Exercise Price $ 0.10
Term (Years) 5 years
Amount Vested and Outstanding | shares 44,200,000
Emerald Multi-Draw Credit Agreement Warrants  
Class of Warrant or Right [Line Items]  
Exercise Price $ 0.50
Term (Years) 5 years
Amount Vested and Outstanding | shares 7,500,000
v3.19.2
Warrants and Derivative Liabilities (Details 1) - Pricing Model - Emerald Multi-Draw Credit Agreement Warrants
Jun. 30, 2019
Percent
$ / shares
Minimum  
Class of Warrant or Right [Line Items]  
Underlying common stock price $ 0.33
Maximum  
Class of Warrant or Right [Line Items]  
Underlying common stock price $ 0.69
Dividend yield  
Class of Warrant or Right [Line Items]  
Warrants and rights outstanding measurement input | Percent 0.00
Volatility factor | Minimum  
Class of Warrant or Right [Line Items]  
Warrants and rights outstanding measurement input 91.6
Volatility factor | Maximum  
Class of Warrant or Right [Line Items]  
Warrants and rights outstanding measurement input 92.1
Risk-free interest rate | Minimum  
Class of Warrant or Right [Line Items]  
Warrants and rights outstanding measurement input 2.23
Risk-free interest rate | Maximum  
Class of Warrant or Right [Line Items]  
Warrants and rights outstanding measurement input 2.51
Expected term (years)  
Class of Warrant or Right [Line Items]  
Expected Term 5 years
v3.19.2
Warrants and Derivative Liabilities (Details 2) - USD ($)
1 Months Ended 6 Months Ended
Feb. 16, 2018
Jan. 19, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
Fair Value Of Derivative Liabilities [Roll Forward]            
Fair Value of Derivative Liabilities   $ 823,037 $ 15,958,366 $ 823,037    
Fair Value of Derivative Liabilities Issued     516,058 10,784,634    
Change in Fair value of Derivative Liabilities     (5,151,124) 602,749    
Reclassification of Derivatives to Equity     (144,375) (2,118,581)    
Fair Value of Derivative Liabilities     11,178,925 10,091,839    
Less, noncurrent portion of derivative liabilities     (516,377) 0 $ (219,453) $ (551,322)
Current balance of derivative liabilities     10,662,548 10,091,839 $ 15,738,913 $ 271,715
Series B Preferred Stock - conversion liability            
Fair Value Of Derivative Liabilities [Roll Forward]            
Fair Value of Derivative Liabilities   6,715   6,715    
Fair Value of Derivative Liabilities Issued       0    
Change in Fair value of Derivative Liabilities       0    
Reclassification of Derivatives to Equity       (6,715)    
Fair Value of Derivative Liabilities       0    
Emerald Multi-Draw Credit Agreement - compound derivative liability            
Fair Value Of Derivative Liabilities [Roll Forward]            
Fair Value of Derivative Liabilities     219,453      
Fair Value of Derivative Liabilities Issued     516,058      
Change in Fair value of Derivative Liabilities     (219,134)      
Reclassification of Derivatives to Equity     0      
Fair Value of Derivative Liabilities     516,377      
Series B Warrant Liability            
Fair Value Of Derivative Liabilities [Roll Forward]            
Fair Value of Derivative Liabilities   551,322 487,500 551,322    
Fair Value of Derivative Liabilities Issued     0 0    
Change in Fair value of Derivative Liabilities     (44,061) 1,231,820    
Reclassification of Derivatives to Equity     (144,375) (1,301,866)    
Fair Value of Derivative Liabilities     299,064 481,276    
Emerald Convertible Promissory Note - conversion liability            
Fair Value Of Derivative Liabilities [Roll Forward]            
Fair Value of Derivative Liabilities   265,000   265,000    
Fair Value of Derivative Liabilities Issued       360,000    
Change in Fair value of Derivative Liabilities       185,000    
Reclassification of Derivatives to Equity       (810,000)    
Fair Value of Derivative Liabilities       0    
Emerald Financing - Warrant Liability            
Fair Value Of Derivative Liabilities [Roll Forward]            
Fair Value of Derivative Liabilities   0 15,251,413 0    
Fair Value of Derivative Liabilities Issued $ 5,707,423 $ 4,717,211 0 10,424,634    
Change in Fair value of Derivative Liabilities     (4,887,929) (814,071)    
Reclassification of Derivatives to Equity     0 0    
Fair Value of Derivative Liabilities     $ 10,363,484 $ 9,610,563    
v3.19.2
Warrants and Derivative Liabilities (Details 3) - Monte Carlo simulations - Emerald Financing
Jun. 30, 2019
$ / shares
Dec. 31, 2018
$ / shares
Feb. 16, 2018
$ / shares
Jan. 19, 2018
$ / shares
Class of Warrant or Right [Line Items]        
Underlying common stock price $ 0.29 $ 0.40    
Minimum        
Class of Warrant or Right [Line Items]        
Underlying common stock price     $ 0.29 $ 0.29
Maximum        
Class of Warrant or Right [Line Items]        
Underlying common stock price     $ 0.30 $ 0.30
Dividend yield        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input 0.00 0.00 0.00 0.00
Volatility factor        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input     70.00 70.00
Volatility factor | Minimum        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input 90.4 92.1    
Volatility factor | Maximum        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input 90.8 92.4    
Risk-free interest rate        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input 1.70 2.49    
Risk-free interest rate | Minimum        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input     2.45 2.45
Risk-free interest rate | Maximum        
Class of Warrant or Right [Line Items]        
Warrants and rights outstanding measurement input     2.6 2.6
Expected term (years)        
Class of Warrant or Right [Line Items]        
Expected Term     5 years 5 years
Expected term (years) | Minimum        
Class of Warrant or Right [Line Items]        
Expected Term 3 years 6 months 22 days 4 years 18 days    
Expected term (years) | Maximum        
Class of Warrant or Right [Line Items]        
Expected Term 3 years 7 months 21 days 4 years 1 month 17 days    
v3.19.2
Warrants and Derivative Liabilities (Details 4) - USD ($)
1 Months Ended 6 Months Ended
Feb. 16, 2018
Jan. 19, 2018
Jun. 30, 2019
Jun. 30, 2018
Derivative Liabilities Line Items        
Initial Fair Value of Emerald Financing Warrant Liability     $ 516,058 $ 10,784,634
Less: Proceeds from Emerald Financing       (3,233,099)
Emerald Financing - Warrant Liability        
Derivative Liabilities Line Items        
Initial Fair Value of Emerald Financing Warrant Liability $ 5,707,423 $ 4,717,211 $ 0 10,424,634
Less: Proceeds from Emerald Financing 1,750,000 1,500,000   3,250,000
Excess over proceeds adjustment $ 3,957,423 $ 3,217,211   $ 7,174,634
v3.19.2
Warrants and Derivative Liabilities (Details 5) - Pricing Model - Series B warrant
Jun. 30, 2019
USD_per_warrants
Dec. 31, 2018
USD_per_warrants
Dividend yield    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 0.00 0.00
Volatility factor    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 93.1 93.0
Risk-free interest rate    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 1.90 2.79
Expected term (years)    
Class of Warrant or Right [Line Items]    
Expected Term 1 year 1 month 21 days  
Expected term (years) | Minimum    
Class of Warrant or Right [Line Items]    
Expected Term   1 year 7 months 21 days
Expected term (years) | Maximum    
Class of Warrant or Right [Line Items]    
Expected Term   1 year 7 months 24 days
Weighted-average fair value of warrants    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 0.29 0.40
v3.19.2
Warrants and Derivative Liabilities (Details 6) - Pricing Model - Emerald Convertible Promissory Note - conversion liability
Jan. 19, 2018
$ / shares
Dec. 28, 2017
$ / shares
Class of Warrant or Right [Line Items]    
Underlying common stock price $ 0.19 $ 0.15
Dividend yield    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 0 0
Volatility factor    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 70 70
Risk-free interest rate    
Class of Warrant or Right [Line Items]    
Warrants and rights outstanding measurement input 1.29 1.39
Expected term (years)    
Class of Warrant or Right [Line Items]    
Expected Term 1 day 3 months
v3.19.2
Warrants and Derivative Liabilities (Detail Textuals) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Feb. 16, 2018
Jan. 19, 2018
Mar. 31, 2019
Jun. 30, 2019
Jun. 30, 2018
Class of Warrant or Right [Line Items]          
Warrants issued in connection with convertible multi draw credit agreement related party value     $ 716,110    
Warrant vested aggregate fair value utilizing the Black-Scholes option pricing model       $ (5,151,124) $ 602,749
Issuance costs related to warrant liability         $ 137,191
Warrant | Emerald Health Sciences Inc          
Class of Warrant or Right [Line Items]          
Number of warrants issued 3,400,000 40,800,000   5,000,000  
Total number of warrants issued 44,200,000 44,200,000      
Warrant exercise price $ 0.10 $ 0.10      
Term of warrant 5 years 5 years      
Warrants issued in connection with convertible multi draw credit agreement related party value       $ 716,110  
Warrant vested aggregate fair value utilizing the Black-Scholes option pricing model       $ 1,830,573  
Emerald Warrant Liabilities          
Class of Warrant or Right [Line Items]          
Value of common stock called by warrants $ 5,700,000 $ 4,700,000      
v3.19.2
Warrants and Derivative Liabilities (Detail Textuals 1) - USD ($)
1 Months Ended 6 Months Ended
Jan. 19, 2018
Dec. 28, 2017
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
Class of Warrant or Right [Line Items]            
Less, noncurrent portion of derivative liabilities     $ 516,377 $ 0 $ 219,453 $ 551,322
Change in fair market value at the re-measurement date recorded as non-operating income     (5,151,124) 602,749    
Fair value of warrants issued in connection with financings     516,058 10,784,634    
Series B conversion liability            
Class of Warrant or Right [Line Items]            
Change in fair market value at the re-measurement date recorded as non-operating income       0    
Provision for conversion of Series B preferred stock       6,715    
Fair value of warrants issued in connection with financings       0    
Emerald Convertible Promissory Note - conversion liability            
Class of Warrant or Right [Line Items]            
Change in fair market value at the re-measurement date recorded as non-operating income       185,000    
Fair value of warrants issued in connection with financings       $ 360,000    
Change in fair value of warrant liability $ 360,000 $ 265,000        
Emerald Multi-Draw Credit Agreement Warrants            
Class of Warrant or Right [Line Items]            
Change in fair market value at the re-measurement date recorded as non-operating income     (219,134)      
Fair value of warrants issued in connection with financings     516,058      
Series B Warrants            
Class of Warrant or Right [Line Items]            
Warrant exercise price   $ 0.10        
Proceeds from financing between conversion liability and warrants     $ 5,000,000      
Series B Warrants | Bridge Loan | Secured promissory note and security agreement            
Class of Warrant or Right [Line Items]            
Initial conversion price $ 0.00          
2015 Common Stock Warrants            
Class of Warrant or Right [Line Items]            
Warrant exercise price     $ 1.15      
2015 Common Stock Warrants | Minimum            
Class of Warrant or Right [Line Items]            
Warrant exercise price     $ 1.15      
v3.19.2
Convertible Debt - Related Party (Details) - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Short-term Debt [Line Items]    
Less, noncurrent portion $ (3,102,036) $ (1,360,960)
Convertible debt | Emerald Health Sciences Inc    
Short-term Debt [Line Items]    
Total principal value 6,000,000 2,000,000
Unamortized debt discount (2,843,217) (587,617)
Unamortized debt issuance costs (54,747) (51,423)
Carrying value of total convertible debt - related party 3,102,036 1,360,960
Less, noncurrent portion (3,102,036) (1,360,960)
Current convertible debt - related party $ 0 $ 0
v3.19.2
Convertible Debt - Related Party (Details 1) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Debt Disclosure [Abstract]        
Interest expense - stated rate $ 106,167 $ 0 $ 165,277 $ 3,100
Noncash Interest Expense        
Amortization of debt discount 184,313 0 238,293 34,608
Amortization of transaction costs 3,485 0 6,458 0
Interest Expense $ 293,965 $ 0 $ 410,028 $ 37,708
v3.19.2
Convertible Debt - Related Party (Detail Textuals) - USD ($)
6 Months Ended
Nov. 01, 2018
Oct. 05, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
Debt Instrument [Line Items]            
Derivative liability     $ 11,178,925 $ 10,091,839 $ 15,958,366 $ 823,037
Fair value of derivative liabilities in excess of proceeds     322,644 7,174,634    
Multi-Draw Credit Agreement            
Debt Instrument [Line Items]            
Warrants $ 2,000,000   $ 2,000,000      
Number of warrant issued 2,500,000   5,000,000      
Beneficial conversion feature $ 90,080   $ 1,584,850      
Derivative liability 204,102   516,058      
Carrying value of the equity component     4,350,000      
Allocation of debt on the basis of relative fair value 1,684,920   716,110      
Allocation of warrant on the basis of relative fair value $ 315,080   3,283,890      
Convertible multi-draw credit agreement issuance costs     $ 63,007      
Unamortized debt discount period     3 years 3 months 7 days      
Aggregate Principal Amount     $ 4,000,000      
Emerald Financing            
Debt Instrument [Line Items]            
Derivative liability     10,363,484 $ 9,610,563 $ 15,251,413 $ 0
Emerald Financing | Multi-Draw Credit Agreement            
Debt Instrument [Line Items]            
Maximum amount that can be borrowed over the life of the credit facility   $ 20,000,000        
The annual stated interest rate on the debt instrument   7.00%        
Maturity date   Oct. 05, 2022        
Conversion price   $ 0.40        
Unused portion of the credit facility     $ 14,000,000      
Warrant exercise price   $ 0.50        
Warrant coverage on the debt facility   50.00%        
v3.19.2
Convertible Debt - Related Party (Detail Textuals 1)
1 Months Ended 6 Months Ended
Jan. 19, 2018
$ / shares
shares
Dec. 28, 2017
USD ($)
Day
$ / shares
Jun. 30, 2018
USD ($)
Short-term Debt [Line Items]      
Proceeds from secured convertible promissory note - related party     $ 400,000
Loss on extinguishment of secured convertible promissory note - related party     $ (590,392)
Emerald Health Sciences Inc      
Short-term Debt [Line Items]      
Initial conversion price | $ / shares $ 0.10    
Number of notes converted into common stock | shares 9,000,000    
Effective interest rate     13.94%
Bridge Loan | Secured promissory note and security agreement | Emerald Health Sciences Inc      
Short-term Debt [Line Items]      
Aggregate gross proceeds   $ 900,000  
Bridge loan interest rate   12.00%  
Initial conversion price | $ / shares   $ 0.10  
Proceeds from secured convertible promissory note - related party   $ 500,000  
Funding of remaining bridge loan   400,000  
Convertible debt   $ 265,000  
Number of trading days as of financing close date | Day   1  
Additional conversion liability   $ 360,000  
v3.19.2
Stockholders' Deficit and Capitalization (Detail Textuals) - USD ($)
1 Months Ended 6 Months Ended
Feb. 16, 2018
Jan. 19, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Equity [Line Items]          
Common stock, shares authorized     500,000,000   500,000,000
Proceeds from Common stock issuance, net of $16,901 issuance costs       $ 3,233,099  
Warrant liability, issuance costs     $ 137,192    
Convertible preferred stock, par value (in dollars per share)     $ 0.001   $ 0.001
Emerald financing issuance costs     $ 154,092    
Reduction to APIC from the issuance of common stock     $ 16,900    
Emerald Health Sciences Inc          
Equity [Line Items]          
Conversion price, per share (in dollars per share)   $ 0.10      
Securities purchase agreement | Emerald Health Sciences Inc          
Equity [Line Items]          
Common stock issued 15,000,000 15,000,000      
Number of warrants issued 20,400,000 20,400,000      
Warrant exercise price $ 0.10 $ 0.10      
Proceeds from Common stock issuance, net of $16,901 issuance costs   $ 1,500,000      
Term of warrants 5 years        
Securities purchase agreement | Emerald Health Sciences Inc | Accredited investor          
Equity [Line Items]          
Common stock issued 2,500,000        
Number of warrants issued 3,400,000        
Warrant exercise price $ 0.10        
Proceeds from Common stock issuance, net of $16,901 issuance costs $ 1,750,000        
Term of warrants 5 years        
Securities purchase agreement | Emerald Health Sciences Inc | Promissory Note          
Equity [Line Items]          
Maximum aggregate gross proceeds   $ 900,000      
Conversion price, per share (in dollars per share)   $ 0.10      
Subsequent financing purchase price, description   The Securities Purchase Agreement also provides that in the case of a subsequent financing in which the purchase price is less than $0.10 per share, Emerald Health Sciences shall be issued additional shares in order to protect against anti-dilution.      
Bridge Loan   $ 900,000      
v3.19.2
Stock-Based Compensation (Details) - Restricted stock awards
6 Months Ended
Jun. 30, 2019
$ / shares
shares
Number of Shares  
Unvested, December 31, 2018 | shares 900,000
Granted | shares 0
Released | shares (450,000)
Unvested, March 31, 2019 | shares 450,000
Weighted Average Grant Date Fair Value  
Unvested, December 31, 2018 | $ / shares $ 0.19
Granted | $ / shares 0
Released | $ / shares 0.19
Unvested, March 31, 2019 | $ / shares $ 0.19
v3.19.2
Stock-Based Compensation (Detail Textuals) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
May 25, 2018
Feb. 28, 2018
Oct. 31, 2014
Jun. 30, 2018
Mar. 31, 2018
Jun. 30, 2019
Jun. 30, 2018
Restricted Stock Agreements | K2C, Inc.              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of restricted common stock vested   325,000          
Stock compensation expenses         $ 98,042    
Separation and release agreement | K2C, Inc. | Immediate vesting              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of restricted common stock vested   900,000          
Stock compensation expenses         $ 216,000    
Restricted stock awards              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of restricted common stock granted           0  
Number of restricted common stock vested           450,000  
Omnibus Incentive Plan 2014              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of shares reserved for future grants           9,161,023  
Omnibus Incentive Plan 2014 | Stock Option              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of shares reserved for future grants     3,200,000        
Percentage of share reserve of the number of issued and outstanding shares     10.00%        
Douglas Cesario, CFO | Restricted Stock Agreements              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Granted 1,195,073            
Exercise Price $ 0.25            
Fair market value of stock options $ 200,172            
Vesting percentage 25.00%            
Description of stock option agreement The options vest 25% on July 23, 2018, and the remaining 75% vest 1/33 on each of the next 33 months thereafter.            
Elizabeth Berecz, CFO | Restricted Stock Agreements              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of shares reserved for future grants 350,000            
Stock compensation expenses       $ 97,183     $ 97,183
Elizabeth Berecz, CFO | Restricted stock awards              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of restricted common stock granted 700,000            
Stock compensation expenses       $ 184,800     $ 184,800
v3.19.2
Stock-Based Compensation (Detail Textuals 1) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]        
Share-based Compensation $ 173,084 $ 100,603 $ 344,577 $ 330,212
Total amount of unrecognized compensation cost related to non-vested stock options $ 404,304   $ 404,304  
Recognized weighted average period     11 months 1 day  
v3.19.2
Significant Contracts - University of Mississippi (Detail Textuals) - University of Mississippi - Intellectual Property - USD ($)
1 Months Ended
Jan. 10, 2017
Jul. 31, 2018
UM 5050 pro-drug agreements    
University Of Mississippi Agreements [Line Items]    
Payment for upfront fees   $ 100,000
UM 8930 analogue agreements    
University Of Mississippi Agreements [Line Items]    
Payment for upfront fees   200,000
Annual fees for license agreement   $ 200,000
UM 5070 license agreement    
University Of Mississippi Agreements [Line Items]    
Term of agreement 1 year  
Notice period for termination 60 days  
Aggregate milestone payments if milestones achieved $ 700,000  
Um 5050 Pro-Drug And Um 8930 Analog Agreements | Milestone 1    
University Of Mississippi Agreements [Line Items]    
Term of agreement   30 years
Aggregate milestone payments if milestones achieved   $ 100,000
Um 5050 Pro-Drug And Um 8930 Analog Agreements | Milestone 2    
University Of Mississippi Agreements [Line Items]    
Term of agreement   30 years
Aggregate milestone payments if milestones achieved   $ 200,000
Um 5050 Pro-Drug And Um 8930 Analog Agreements | Milestone 3    
University Of Mississippi Agreements [Line Items]    
Term of agreement   30 years
Aggregate milestone payments if milestones achieved   $ 400,000
v3.19.2
Related Party Matters (Detail Textuals) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Feb. 06, 2018
Apr. 01, 2017
Feb. 28, 2018
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Related Party Transaction [Line Items]              
Monthly fee   $ 10,000       $ 20,000  
Total expense incurred under agreement         $ 0   $ 220,000
Independent contractor agreement | Emerald Health Sciences Inc              
Related Party Transaction [Line Items]              
Total expense incurred under agreement       $ 150,000 150,000 $ 300,000 250,000
Initial term of agreement           10 years  
Percentage of accrued interest on outstanding balance           12.00%  
Separation and release agreement | K2C, Inc.              
Related Party Transaction [Line Items]              
Lump sum payment in agreement     $ 180,000        
Recognized additional stock based compensation expense of restricted stock and option awards           $ 112,270  
Separation and release agreement | K2C, Inc. | Immediate vesting              
Related Party Transaction [Line Items]              
Number of restricted common stock vested     900,000        
Separation and release agreement | K2C, Inc. | October 20, 2015              
Related Party Transaction [Line Items]              
Number of restricted common stock vested     325,000        
Separation and release agreement | K2C, Inc. | November 21, 2014              
Related Party Transaction [Line Items]              
Number of restricted common stock vested     125,000        
Consulting Agreement | Emerald Health Sciences Inc              
Related Party Transaction [Line Items]              
Total expense incurred under agreement         $ 15,000   $ 30,000
Initial term of agreement 1 year            
Annual fee $ 60,000            
Period of discretionary annual bonus payable to contractor after each fiscal year end 120 days            
v3.19.2
Subsequent Events (Details)
Aug. 07, 2019
USD ($)
Subsequent Event | Noramco Agreement  
Subsequent Event [Line Items]  
Payment for upfront fees $ 257,800