v3.20.2
Accounting Policies, by Policy (Policies)
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Liquidity and Uncertainties

Liquidity and Uncertainties

 

The financial statements have been prepared in conformity with GAAP which contemplate continuation of the Company as a going concern. To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability. As of September 30, 2020, the Company had an accumulated deficit of $211.4 million, and incurred losses from operations of $6.6 million and $5.3 million for the three months ended September 30, 2020 and 2019, respectively, and $15.9 million and $11.1 million for the nine months ended September 30, 2020 and 2019, respectively. The Company currently estimates that as of September 30, 2020 it has sufficient cash, cash equivalents and short-term investments on hand to fund operations for at least twelve months after the filing date of this report, after taking into consideration the net proceeds received through October 14, 2020 from the At-the-Market Issuance Sales Agreement (the “ATM program”) of $4.6 million (see Note 7) and the costs for the initial preparations for commercial launch for Defencath.

 

In April 2020, the Company received approximately $5.2 million, net of expenses, from the sale of most of its remaining unused New Jersey net operating losses, or NOL, eligible for sale under the State of New Jersey’s Economic Development Authority’s New Jersey Technology Business Tax Certificate Transfer program, or NJEDA Program. The NJEDA Program allowed the Company to sell approximately $5.5 million of its total $6.0 million in available NOL tax benefits for the state fiscal year 2019.

 

In April 2020, the Company received from the FDA a refund for the NDA application fee in the amount of $2.9 million, which was paid in the first quarter of 2020. The Company met the conditions of the Federal Food, Drug, and Cosmetic Act for the small business waiver of the user fees and its request for a waiver of an application user fee was granted by the FDA.

 

The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships, or out-licensing of its products, to commercially launch Defencath upon NDA approval, and until profitability is achieved, if ever. Management can provide no assurances that such financing or strategic relationships will be available on acceptable terms, or at all. At September 30, 2020, the Company had approximately $8.7 million available under its ATM program (see Note 3).

 

The Company’s operations are subject to a number of other factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the ability to obtain regulatory approval to market the Company’s products; ability to manufacture successfully; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, Company products; the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products; the results of clinical testing and trial activities of the Company’s product candidates; and the Company’s ability to raise capital to support its operations.

 

Use of Estimates

Use of Estimates

 

The preparation of 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 financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of Consolidation

Basis of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company, CorMedix Europe GmbH and CorMedix Spain, S.L.U. its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Financial Instruments

Financial Instruments

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments. The Company maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts, the balances of which, at times, may exceed federally insured limits.

 

The following table is the reconciliation of the accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s consolidated statement of cash flows:

 

   September 30,
2020
   December 31,
2019
 
Cash and cash equivalents  $34,364,560   $16,350,237 
Restricted cash   182,892    174,950 
Total cash, cash equivalents and restricted cash  $34,547,452   $16,525,187 

 

The appropriate classification of marketable securities is determined at the time of purchase and re-evaluated as of each balance sheet date. Investments in marketable debt classified as available-for-sale and equity securities are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Changes in fair value that are considered temporary are reported in the condensed consolidated statement of operations. Realized gains and losses, amortization of premiums and discounts and interest and dividends earned are included in other income (expense). For declines in the fair value of equity securities that are considered other-than-temporary, impairment losses are charged to other income (expense), net. The Company considers available evidence in evaluating potential impairments of its investments, including the duration and extent to which fair value is less than cost. There were no deemed permanent impairments at September 30, 2020 or December 31, 2019.

 

The Company’s marketable securities are highly liquid and consist of U.S. government agency securities, high-grade corporate obligations and commercial paper with original maturities of more than 90 days. As of September 30, 2020, and December 31, 2019, all of the Company’s investments had contractual maturities of less than one year. As of September 30, 2020, no allowance for credit loss was recorded. The following table summarizes the amortized cost, unrealized gains and losses and the fair value at September 30, 2020 and December 31, 2019:

 

   Amortized Cost   Gross Unrealized Losses   Gross Unrealized Gains   Fair Value 
September 30, 2020:                
Money Market Funds included in Cash Equivalents  $4,962,810   $
-
   $
-
   $4,962,810 
U.S. Government Agency Securities   
-
    
-
    
-
    
-
 
Corporate Securities   2,375,059    (435)   497    2,375,121 
Commercial Paper   299,636    
-
    13    299,649 
Subtotal   2,674,695    (435)   510    2,674,770 
Total September 30, 2020  $7,637,505   $(435)  $510   $7,637,580 
December 31, 2019:                    
Money Market Funds included in Cash Equivalents  $3,472,043   $
-
   $51   $3,472,094 
U.S. Government Agency Securities   2,691,091    (42)   869    2,691,918 
Corporate Securities   6,058,265    (1,438)   440    6,057,267 
Commercial Paper   3,234,583    (16)   405    3,234,972 
Subtotal   11,983,939    (1,496)   1,714    11,984,157 
Total December 31, 2019  $15,455,982   $(1,496)  $1,765   $15,456,251 

 

Fair Value Measurements

Fair Value Measurements

 

The Company’s financial instruments recorded in the condensed consolidated balance sheets include cash and cash equivalents, accounts receivable, investment securities, accounts payable and accrued expenses.  The carrying value of certain financial instruments, primarily cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their estimated fair values based upon the short-term nature of their maturity dates. 

 

The Company categorizes its financial instruments into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on the Company’s condensed consolidated balance sheets are categorized as follows:

 

Level 1 inputs—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputs— Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).

 

Level 3 inputs—Unobservable inputs for the asset or liability, which are supported by little or no market activity and are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability.

 

The following table provides the carrying value and fair value of the Company’s financial assets measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019:

 

   Carrying Value   Level 1   Level 2   Level 3 
September 30, 2020:                
Money Market Funds and Cash Equivalents  $4,962,810   $4,962,810   $
-
   $
      -
 
U.S. Government Agency Securities   -    -    
-
    
-
 
Corporate Securities   2,375,121    
-
    2,375,121    
-
 
Commercial Paper   299,649    
-
    299,649    
-
 
Subtotal   2,674,770    -    2,674,770   $
-
 
Total September 30, 2020  $7,637,580   $4,962,810   $2,674,770   $
-
 
December 31, 2019:                    
Money Market Funds and Cash Equivalents  $3,472,094   $3,472,094   $
-
   $
-
 
U.S. Government Agency Securities   2,691,918    2,691,918    
-
    
-
 
Corporate Securities   6,057,267    
-
    6,057,267    
-
 
Commercial Paper   3,234,972    
-
    3,234,972    
-
 
Subtotal   11,984,157    2,691,918    9,292,239    
-
 
Total December 31, 2019  $15,456,251   $6,164,012   $9,292,239   $
-
 

 

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

 

The condensed consolidated financial statements are presented in U.S. Dollars (“USD”), the reporting currency of the Company. For the financial statements of the Company’s foreign subsidiaries, whose functional currency is the EURO, foreign currency asset and liability amounts, are translated into USD at end-of-period exchange rates. Foreign currency income and expenses are translated at average exchange rates in effect during the period in which the income and expenses were recognized. Translation gains and losses are included in other comprehensive income (loss).

 

The Company has intercompany loans between the parent company based in New Jersey and its German subsidiary. The intercompany loans outstanding are not expected to be repaid in the foreseeable future and unrealized foreign exchange movements related to long-term intercompany loans are recognized in other comprehensive income (loss).

 

Foreign currency exchange transaction gain (loss) is the result of re-measuring transactions denominated in a currency other than the functional currency of the entity recording the transaction.

 

Restricted Cash

Restricted Cash

 

As of September 30, 2020, and December 31, 2019, the Company has restricted cash in connection with the patent and utility model infringement proceedings against TauroPharm (see Note 4).  The Company was required by the District Courts of Mannheim to provide a security deposit of an aggregate of approximately $124,000 (€110,000) to cover legal fees in the event TauroPharm is entitled to reimbursement of these costs. The company furthermore had to provide a deposit in the amount of $40,000 (€36,000) and $11,000 (€10,000) for the first and second instances, respectively, in connection with the unfair competition proceedings in Cologne. During the nine months ended September 30, 2020, the Company accrued expenses of $12,000 in connection with the utility model infringement proceedings, which may be deducted from restricted cash when settled.

 

Prepaid Research and Development and Other Prepaid Expenses

Prepaid Research and Development and Other Prepaid Expenses

 

Prepaid expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development, manufacturing, preclinical development, deposits on equipment and insurance policies. These advanced payments are amortized to expense either as services are performed or over the relevant service period using the straight-line method.

 

Other prepaid expenses consist of the following:

 

   September 30,
2020
   December 31,
2019
 
Deposit on equipment  $500,822   $- 
Insurance   286,241    244,828 
Subscription fees   132,982    97,983 
Software costs   372,454    10,081 
Other   47,740    93,523 
Total  $1,340,239   $446,415 

 

Inventories, net

Inventories, net

 

Inventories are valued at the lower of cost or net realizable value on a first in, first out basis. Inventories consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the Defencath product. Inventories consist of the following:

 

   September 30,
2020
   December 31,
2019
 
Raw materials  $-   $6,893 
Finished goods   351,542    461,735 
Inventory reserve   (150,836)   (130,163)
Total  $200,706   $338,465 

 

Leases

Leases

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion, on the condensed consolidated balance sheet.

 

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

 

The Company has elected, as an accounting policy, not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term.

 

The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from non-lease components and, instead, account for them as a single component.

 

Accrued Expenses

Accrued Expenses

 

Accrued expenses consist of the following:

 

   September 30,
2020
   December 31,
2019
 
Professional and consulting fees  $618,472   $214,777 
Accrued payroll and payroll taxes   1,603,245    1,287,047 
Clinical trial related   687    2,435,953 
Manufacturing development related   230,248    806,032 
Other   64,189    54,666 
Total  $2,516,841   $4,798,475 

 

In December 2015, the Company contracted a clinical research organization (“CRO”) to help conduct its LOCK-IT-100 Phase 3 multicenter, double-blind, randomized active control study to demonstrate the safety and effectiveness of Defencath/Neutrolin in preventing catheter-related bloodstream infections and blood clotting in subjects receiving hemodialysis therapy as treatment for end stage renal disease.

 

Through September 30, 2020, approximately $30.0 million of clinical trial expense has been recorded and paid. During the three and nine months ended September 30, 2020, the Company recognized $2,000 and $36,000 in research and development expense related to this agreement, and $61,000 and $763,000 during the three and nine months ended September 30, 2019, respectively. During the quarter ended September 30, 2020, the Company paid the outstanding balances in accounts payable and accrued expenses in the amount of $2.4 million.

 

Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” ASC 606 prescribes a five-step model for recognizing revenue which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price; and (v) recognizing revenue.

 

The Company recognizes net sales upon shipment of product and upon meeting the five-step model prescribed by ASC 606 outlined above.

 

Loss Per Common Share

Loss Per Common Share

 

Basic loss per common share excludes any potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. However, since their effect is anti-dilutive, the Company has excluded potentially dilutive shares. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive.

 

   Nine Months Ended
September 30,
 
   2020   2019 
   (Number of Shares of Common Stock Issuable) 
Series C-3 non-voting preferred stock   104,000    108,000 
Series E non-voting preferred stock   391,953    391,953 
Series G non-voting preferred stock   5,560,137    5,560,137 
Restricted stock units   
-
    8,411 
Shares issuable for payment of deferred board compensation   45,326    31,498 
Shares underlying outstanding warrants   183,148    344,828 
Shares underlying outstanding stock options   2,427,687    1,435,110 
Total potentially dilutive shares   8,712,251    7,879,937 

 

Stock-Based Compensation

Stock-Based Compensation

 

Share-based compensation cost for stock options granted to employees is measured at grant date using the Black-Scholes stock option pricing model in accordance with ASC No. 718, “Compensation-Stock Compensation”, based on the estimated fair value of the award for options with service or performance-based conditions and is recognized as expense over the requisite service period on a straight-line basis. For stock options with performance-based vesting provisions, share-based compensation cost is recorded when the achievement of the performance condition is probable.

 

Research and Development

Research and Development

 

Research and development costs are charged to expense as incurred. Research and development include fees associated with operational consultants, contract clinical research organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations, contract central testing laboratories, licensing activities, and allocated executive, human resources, facilities expenses and costs related to the manufacturing of the product that could potentially be available to support the commercial launch prior to marketing approval. For the nine months ended September 30, 2020, costs related to the manufacturing of commercial pre-launch inventory that were expensed amounted to approximately $4.8 million. The Company accrues for costs incurred as the services are being provided by monitoring the status of the activities and the invoices received from its external service providers. Costs related to the acquisition of technology rights and patents for which development work is still in process are charged to operations as incurred and considered a component of research and development expense.