0001104659-20-032463 | 10-K | XBRL Viewer

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	Mar. 09, 2020	Jun. 28, 2019
Cover
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Entity Registrant Name	Marker Therapeutics, Inc.
Trading Symbol	MRKR
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		46,532,522
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2019
Entity Public Float			$ 198,900,000
Entity Voluntary Filers	No
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Shell Company	false

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 43,903,949	$ 61,746,748
Prepaid expenses and deposits	1,526,442	141,717
Interest receivable	56,189	108,177
Total current assets	45,486,580	61,996,642
Non-current assets:
Property, plant and equipment, net	417,528	147,668
Right-of-use assets, net	455,174
Total non-current assets	872,702	147,668
Total assets	46,359,282	62,144,310
Current liabilities:
Accounts payable and accrued liabilities	1,757,680	2,754,572
Lease liability	204,132
Warrant liability	31,000	49,000
Total current liabilities	1,992,812	2,803,572
Non-current liabilities:
Lease liability, net of current portion	280,247
Total non-current liabilities	280,247
Total liabilities	2,273,059	2,803,572
Commitments and contingencies (see Note 15)
Stockholders' equity:
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at December 31, 2019 and 2018, respectively
Common stock, $0.001 par value, 150 million shares authorized, 45.7 million and 45.4 million shares issued and outstanding as of December 31, 2019 and 2018, respectively	45,728	45,440
Additional paid-in capital	371,573,909	365,400,748
Accumulated deficit	(327,533,414)	(306,105,450)
Total stockholders' equity	44,086,223	59,340,738
Total liabilities and stockholders' equity	$ 46,359,282	$ 62,144,310

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
CONSOLIDATED BALANCE SHEETS
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized/designated	5,000,000	5,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock shares par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	45,700,000	45,400,000
Common stock shares outstanding	45,700,000	45,400,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Revenues:
Total revenues	$ 213,194	$ 205,994
Operating expenses:
Research and development - intellectual property acquired		116,044,886
Research and development	12,764,804	7,952,870
General and administrative	9,977,196	24,379,871
Total operating expenses	22,742,000	148,377,627
Loss from operations	(22,528,806)	(148,171,633)
Other income (expense):
Change in fair value of warrant liabilities	18,000	(40,000)
Interest income	1,082,842	253,723
Net loss	$ (21,427,964)	$ (147,957,910)
Net loss per share, basic and diluted	$ (0.47)	$ (7.75)
Weighted average number of common shares outstanding	45,587,734	19,091,926
Grant income
Revenues:
Total revenues	$ 213,194	$ 205,994

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid- in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2017	$ 10,616	$ 161,067,538	$ (157,420,027)	$ 3,658,127
Beginning Balance, Shares at Dec. 31, 2017	10,615,724
Issuance of common stock for research and development intellectual property	$ 13,914	116,030,972		116,044,886
Issuance of common stock for research and development intellectual property, Shares	13,914,255
Issuance of common stock and warrants in private placement	$ 18,800	73,101,200		73,120,000
Issuance of common stock and warrants in private placement, Shares	18,800,000
Fees and legal costs relating to private placement		(6,175,000)		(6,175,000)
Stock options exercised for cash	$ 10	18,115		18,125
Stock options exercised for cash, Shares	10,416
Stock options exercised for cash	$ 1,499	4,352,129		4,353,628
Stock options exercised for cash, shares	1,499,324
Stock warrants cashless exercised	$ 280	(280)
Stock warrants cashless exercised, Shares	280,760
Stock-based compensation	$ 329	16,350,263		16,350,592
Stock-based compensation (in shares)	327,786
Repurchase of common stock to pay for employee withholding taxes	$ (8)	(71,702)		(71,710)
Repurchase of common stock to pay for employee withholding taxes, Shares	(7,561)
Fair value of repriced warrants as inducement		727,513	(727,513)
Net loss			(147,957,910)	(147,957,910)
Ending Balance at Dec. 31, 2018	$ 45,440	365,400,748	(306,105,450)	59,340,738
Ending Balance, Shares at Dec. 31, 2018	45,440,704
Stock options exercised for cash	$ 12	57,732		57,744
Stock options exercised for cash, Shares	11,980
Stock options exercised for cash	$ 190	758,543		758,733
Stock options exercised for cash, shares	190,258
Stock warrants cashless exercised	$ 9	(9)
Stock warrants cashless exercised, Shares	9,449
Stock-based compensation	$ 77	5,356,895		5,356,972
Stock-based compensation (in shares)	76,440
Fair value of repriced warrants as inducement				728,000
Net loss			(21,427,964)	(21,427,964)
Ending Balance at Dec. 31, 2019	$ 45,728	$ 371,573,909	$ (327,533,414)	$ 44,086,223
Ending Balance, Shares at Dec. 31, 2019	45,728,831

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities:
Net loss	$ (21,427,964)	$ (147,957,910)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	105,123
Changes in fair value of warrant liabilities	(18,000)	40,000
Stock-based compensation	5,356,972	16,350,592
Amortization on right-of-use assets	181,459
Research and development - intellectual property acquired		116,044,886
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(1,384,725)	(90,567)
Interest receivable	51,988	(108,177)
Accounts payable and accrued expenses	(963,967)	1,241,260
Lease liability	(185,179)
Net cash used in operating activities	(18,284,293)	(14,479,916)
Cash Flows from Investing Activities:
Purchase of property and equipment	(374,983)	(147,668)
Net cash used in investing activities	(374,983)	(147,668)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and warrants in private placement, net of offering costs		66,945,000
Proceeds from exercise of stock options	57,744	18,125
Proceeds from exercise of warrants, net of offering costs	758,733	4,353,628
Repurchase of common stock to pay for employee withholding taxes		71,710
Net cash provided by financing activities	816,477	71,245,043
Net (decrease) increase in cash	(17,842,799)	56,617,459
Cash and cash equivalents at beginning of year	61,746,748	5,129,289
Cash and cash equivalents at end of year	43,903,949	61,746,748
Supplemental schedule of non-cash financing activities:
Fair value of repriced warrants as inducement		727,513
Stock warrants cashless exercised	$ 9	$ 280

NATURE OF OPERATIONS	12 Months Ended
NATURE OF OPERATIONS	Dec. 31, 2019
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NOTE 1: NATURE OF OPERATIONS Marker Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies and innovative peptide-based vaccines for the treatment of hematological malignancies and solid tumor indications. The Company’s MultiTAA-specific T cell technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens, which are tumor targets, and kill tumor cells expressing those targets. These T cells are designed to recognize multiple tumor targets to produce broad spectrum anti-tumor activity. The Company was incorporated in Nevada in 1992 and reincorporated in Delaware in October 2018.

BASIS OF PRESENTATION AND MANAGEMENT PLANS	12 Months Ended
BASIS OF PRESENTATION AND MANAGEMENT PLANS	Dec. 31, 2019
BASIS OF PRESENTATION AND MANAGEMENT PLANS
BASIS OF PRESENTATION AND MANAGEMENT PLANS	NOTE 2: BASIS OF PRESENTATION AND MANAGEMENT PLANS The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company has not generated any revenue from product sales to date and, if the Company does not successfully obtain regulatory approval and commercialize any of its product candidates, the Company will not be able to generate product revenue or achieve profitability. The Company is subject to risks common to companies in the biotechnology industry and the future success of the Company is dependent on its ability to successfully complete the development of, and obtain regulatory approval for its product candidates, manage the growth of the organization, obtain additional financing necessary in order to develop, launch and commercialize its product candidates, and compete successfully with other companies in its industry. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such annual results.

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2019

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc. and GeneMax Pharmaceuticals Inc. – a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc. All significant intercompany balances and transactions are eliminated upon consolidation.

Use of Estimates

Preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ materially from those estimates. Significant areas requiring management’s estimates and assumptions include valuation allowance on deferred tax assets, determining the fair value of stock-based compensation and stock-based transactions, the fair value of the components of the warrant liabilities and accrued liabilities.

Liquidity, Financial Condition and Management’s Plans

As of December 31, 2019, the Company had cash and cash equivalents of approximately $43.9 million. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; successfully progress its product candidates through preclinical and clinical development; obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financings.

The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical trials. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities will span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from sales of its product candidates, if approved.

Based on the Company’s revised clinical and research and development plans and its revised timing expectations related to the progress of its programs, the Company expects that its cash and cash equivalents as of December 31, 2019 will enable the Company to fund its operating expenses and capital expenditure requirements into the second quarter of 2021. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could utilize its available capital resources sooner than it currently expects. Furthermore, the Company’s operating plan may change, and it may need additional funds sooner than planned in order to meet operational needs and capital requirements for product development and commercialization. Because of the numerous risks and uncertainties associated with the development and commercialization of the Company’s product candidates and the extent to which the Company may enter into additional collaborations with third parties to participate in their development and commercialization, the Company is unable to estimate the amounts of increased capital outlays and operating expenditures associated with its current and anticipated clinical trials. The Company’s future funding requirements will depend on many factors, as it:

initiates or continues clinical trials of its product candidates;

continues the research and development of its product candidates and seeks to discover additional product candidates;

seeks regulatory approvals for any product candidates that successfully complete clinical trials;

maintains and enforces intellectual property rights;

establishes sales, marketing and distribution infrastructure and scale-up manufacturing capabilities to commercialize any product candidates that may receive regulatory approval;

evaluates strategic transactions the Company may undertake; and

enhances operational, financial and information management systems and hires additional personnel, including personnel to support development of product candidates and, if a product candidate is approved, commercialization efforts.

Research and Development – Intellectual Property Acquired

The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have an alternative future use. Intangible assets that do not have alternative future use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred.

Cash, Cash Equivalents and Credit Risk

The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2019 consisted of cash and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S. government agency securities.

The Company maintains cash in accounts which are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250,000. As of December 31, 2019, approximately $0.1 million in cash was uninsured based upon the FDIC insurance coverage limits.

Property and Equipment

Leasehold improvements, furniture, equipment and software are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining lease term.

Fair Value Measurements

The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are defined as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, financial instruments and concentration of credit risk.

Patents and Patent Application Costs

Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.

Stock-Based Compensation

The Company incurs stock-based compensation expense related to the issuance of common stock and stock options. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility and expected option life. The Company amortizes the fair value of the awards expected to vest on a straight-line basis over the requisite service period of the awards. Expected volatility is based on historical volatility. The expected life of options granted is based on historical expected life. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. The forfeiture rate is based on historical data. The dividend yield is based on the fact that no dividends have been paid historically and none are currently expected to be paid in the foreseeable future:

Expected Term — The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.

Expected Volatility — The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend — The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company recognizes fair value of stock options granted to nonemployees as stock-based compensation expense over the period in which the related services are received.

Research and Development Costs

Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for research and development employees and consultants, facilities expenses, overhead expenses, cost of laboratory supplies, manufacturing expenses, fees paid to third parties and other outside expenses.

Research and development costs are expensed as incurred. Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed. The Company accrues for costs incurred as the services are being provided by monitoring the status of the clinical trial or project and the invoices received from its external service providers. The Company estimates depend on the timeliness and accuracy of the data provided by the vendors regarding the status of each project and total project spending. The Company adjusts its accrual as actual costs become known. Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone events are achieved.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Potential deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on potential deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the date of allowances against deferred tax assets.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2019, and 2018, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the years ended December 31, 2019 and 2018.

Warrant Liability

The Company evaluates options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amounts of embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. If the fair value is recorded as a liability, the change in fair value during the period is recorded in the Statement of Operations as either income or expense. Upon conversion, exercise or modification to the terms of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of financial instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Management must determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. An entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. This exercise affects the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible notes containing full-ratchet and anti-dilution protections (iii) certain free-standing warrants that contain contingently putable cash settlement.

Grant Income

The Company recognizes grant income in accordance with the terms stipulated under the grant awarded to the Company’s collaborators at the Mayo Foundation from the U. S. Department of Defense. In various situations, the Company receives certain payments from the U.S. Department of Defense for reimbursement of clinical supplies. These payments are non-refundable and are not dependent on the Company’s ongoing future performance. The Company has adopted a policy of recognizing these payments when received and as revenue in accordance with Accounting Standards Update No. 2014‑09, “Revenue from Contracts with Customers (Topic 606)” issued by the Financial Accounting Standards Board.

Loss per Common Share

Basic loss per share includes only the weighted average common shares outstanding, without consideration of potentially dilutive securities. Diluted loss per share includes the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation.

New Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

Recent Accounting Standards Adopted in the Year

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets of approximately $637,000, lease liability of approximately $670,000 and eliminated deferred rent of approximately $33,000.

Improvements to Non-Employee Share-Based Payment Accounting

In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company has early adopted the new standard effective January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Standards Not Yet Adopted

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

ASSET ACQUISITION	12 Months Ended
ASSET ACQUISITION	Dec. 31, 2019
ASSET ACQUISITION
ASSET ACQUISITION	NOTE 4: ASSET ACQUISITION The Asset Acquisition On October 17, 2018, the Company completed its acquisition with Marker Cell Therapy, Inc., formerly known as Marker Therapeutics, Inc., a privately-held Delaware corporation (“Marker Cell”), in accordance with the terms of an Agreement and Plan of Merger and Reorganization dated as of May 15, 2018 (the “Merger Agreement”) by and among the Company, Timberwolf Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Marker. On October 17, 2018, pursuant to the Merger Agreement, Merger Sub was merged with and into Marker Cell (the “Merger”), with Marker Cell being the surviving corporation and becoming a wholly-owned subsidiary of the Company. In connection with the Merger, the Company changed its name to Marker Therapeutics, Inc. and Marker Cell changed its name to Marker Cell Therapy, Inc. At the effective time of the Merger, the former Marker Cell stockholders received (i) an aggregate of 13,914,255 shares of the Company’s common stock which equaled the number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger, and (ii) an aggregate of 5,046,003 warrants which equaled the number of the Company’s warrants and stock options issued and outstanding immediately prior to the effective time of the Merger. Securities Purchase Agreements On October 17, 2018, concurrent with the completion of the Merger, the Company issued to certain accredited investors in a private placement transaction (the “Financing”), an aggregate of 17,500,000 shares of its common stock, and warrants to purchase 13,437,500 shares of common stock at an exercise price of $5.00 per share with a five-year term, for gross proceeds of $70 million pursuant to the terms of the Securities Purchase Agreements, dated June 8, 2018, by and among the Company and certain accredited investors (the “Securities Purchase Agreements”). Accounting Treatment Because Marker’s intellectual property had not yet received regulatory approval, the $116.0 million purchase price paid for these assets was expensed in the Company’s statement of operations for the fiscal year ended December 31, 2018. The Common Stock issued for the asset acquisition was valued at $116.0 million which is equal to the 13,914,255 common shares issued to Marker multiplied by $8.34, the closing price of the Company’s Common Stock as of October 17, 2018.

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

12 Months Ended

Dec. 31, 2019

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

NOTE 5: NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the years ended December 31, 2019 and 2018, respectively:


	For the Years Ended
	December 31,
	2019		2018
Numerator:
Net loss	$	(21,427,964)	$	(147,957,910)

Denominator:
Weighted average common shares outstanding		45,587,734		19,091,926

Net loss per share data:
Basic and diluted	$	(0.47)	$	(7.75)

The following securities, rounded to the thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented:


	For the Years Ended
	December 31,
	2019	2018
Common stock options	4,983,000	4,120,000
Common stock purchase warrants	22,605,000	22,989,000
Common stock warrants - liability treatment	59,000	27,000
Potentially dilutive securities	27,647,000	27,136,000

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2019

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 6: PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2019 and 2018, respectively:



		December 31,		December 31,
	Estimated Useful Lives	2019		2018

Lab equipment	5 Years	$	111,000	$	—
Computers, equipment and software	3-5 Years		211,000		66,000
Office furniture	5 Years		178,000		82,000
Leasehold improvements	Lesser of lease term or estimated useful life		23,000		—
Total			523,000		148,000
Less: accumulated depreciation			(105,000)		—
Property and equipment, net		$	418,000	$	148,000

Depreciation expense for the year ended December 31,2019 was $105,000. Furniture and computer equipment were placed in use on January 1, 2019 therefore no depreciation expense was recorded during the year ended December 31, 2018.

LEASES

12 Months Ended

Dec. 31, 2019

LEASES

LEASES

NOTE 7: LEASES

The Company leases office space under agreements classified as operating leases that expire on various dates through 2022. All of the Company’s lease liabilities result from the lease of its corporate headquarters in Houston, Texas, which expires in 2021, and its Jacksonville, Florida office space, which expires in 2022. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases.

The Company excludes short-term leases having initial terms of 12 months or less from the new accounting guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. During the fiscal year ended December 31, 2019, the Company had two lease agreements, an office at the Florida Atlantic Research and Development Authority and laboratory space located at the Texas Medical Center in Houston, which are included in short-term lease expense below.

At December 31, 2019, the Company had operating lease liabilities of approximately $484,000 and right of use assets of approximately $455,000, which were included in the consolidated balance sheet.

The following summarizes quantitative information about the Company’s operating leases:


	For the Year Ended
	December 31, 2019
Operating lease expense summary:
Operating lease expense	$	220,000
Short-term lease expense		100,000
Variable lease expense		90,000
Total	$	410,000

Other information:
Operating cash flows from operating leases for the twelve months ended December 31, 2019	$	225,000
Right of use assets exchanged for new operating lease liabilities as of adoption date	$	670,000
Weighted-average remaining lease term as of December 31, 2019 – operating leases		1.6
Weighted-average discount rate as of adoption date – operating leases		6.8	%

Maturities of the Company’s operating leases, excluding short-term leases, are as follows:




Year ended December 31, 2020	$	231,000
Year ended December 31, 2021		226,000
Year ended December 31, 2022		68,000
Total	$	525,000
Less present value discount		(41,000)
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2019	$	484,000

Total rental expense under the Company’s operating leases was $220,000 and $175,600 for the years ended December 31, 2019 and 2018, respectively.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2019

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 8: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following as of December 31, 2019 and 2018, respectively:


	December 31,		December 31,
	2019		2018
Accounts payable	$	993,000	$	1,619,000
Compensation and benefits		323,000		416,000
Professional fees		94,000		236,000
Technology license fees		105,000		80,000
Investor relations fees		—		297,000
Other		243,000		106,000
Total accounts payable and accrued liabilities	$	1,758,000	$	2,754,000

WARRANT LIABILITY

12 Months Ended

Dec. 31, 2019

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 9: WARRANT LIABILITY

A weighted average summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the years ended 2019 and 2018, respectively:


	Weighted Average Inputs
	For the Years Ended
	December 31,
	2019			2018
Exercise price	$	6.92		$	9.72
Contractual term (years)		0.05			1.08
Volatility (annual)		83	%		99	%
Risk-free rate		2	%		2	%
Dividend yield (per share)		0	%		0	%

The foregoing assumptions are recalculated every reporting period and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

The following table presents changes in Level 3 warrant liabilities, reflected in accrued expenses measured at fair value for the years ended December 31, 2019 and 2018, respectively:


	Warrant
	Liability
Balance - January 1, 2018	$	9,000
Change in fair value of warrant liability		40,000
Balance – December 31, 2018		49,000
Change in fair value of warrant liability		(18,000)
Balance – December 31, 2019	$	31,000

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2019

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 10: FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under warrant liability:

Fair value measured at December 31, 2019

Quoted prices in active

Significant other

Significant

markets

observable inputs

unobservable inputs

Fair value at

(Level 1)

(Level 2)

(Level 3)

December 31, 2019

Warrant liability

—

31,000

Fair value measured at December 31, 2018

Quoted prices in active

Significant other

Significant

markets

observable inputs

unobservable inputs

Fair value at

(Level 1)

(Level 2)

(Level 3)

December 31, 2018

Warrant liability

—

49,000

There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2019 and 2018, respectively.

The valuation of warrants is subjective and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility of the stock price, risk-free rates based on U. S. Treasury security yields, the expected term of the warrants and dividend yield. Changes in these assumptions can materially affect the fair value estimate. The Company could ultimately incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability on the financial statements. The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire, or are amended in a way that would no longer require these warrants to be classified as a liability. Changes in the fair value of the common stock warrants liability are recognized as a component of other income (expense) in the Statements of Operations.

The net cash settlement value at the time of any future transactions, where the Company consolidates or merges with another entity, will depend upon the value of the following inputs at that time: the consideration value per share of the Company’s common stock, the volatility of the Company’s common stock, the remaining term of the warrant from announcement date, the risk-free interest rate based on U. S. Treasury security yields, and the Company’s dividend yield. The warrant requires use of a volatility assumption equal to the greater of 100% and the 100‑day volatility function determined as of the trading day immediately following announcement of a Fundamental Transaction.

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2019

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 11: STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized up to 5,000,000 shares of preferred stock, $0.001 par value per share, for issuance. The preferred stock will have such rights, privileges and restrictions, including voting rights, dividend conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon its issuance. To date, the Company has not issued any preferred shares.

Common Stock

The Company has authorized up to 150,000,000 shares of common stock, $0.001 par value per share, for issuance. Significant 2019 and 2018 common stock transactions were as follows:

2019 Common Stock Transactions

Consulting Arrangements

During the twelve months ended December 31, 2019, the Company issued 47,400 shares of common stock in connection with consulting agreements. The fair value of the common stock of approximately $265,000 was recognized as stock-based compensation expense in general and administrative expenses.

Board Compensation

During the twelve months ended December 31, 2019, the Company issued an aggregate of 29,040 shares of common stock to its non-employee directors. The fair value of the common stock of approximately $174,000 was recognized as stock-based compensation expense in general and administrative expenses.

2018 Common Stock Transactions

The Merger

Pursuant to the Merger discussed in Note 4 above, the Company issued 13,914,255 shares of common stock to shareholders of Marker Cell Therapy, Inc. The fair market value of the shares issued pursuant to the merger was $116.0 million.

Securities Purchase Agreements

Pursuant to the financing discussed in Note 4 above, the Company issued 17,500,000 shares of its common stock to the participating accredited investors. Net proceeds, after transaction offering costs of $6.2 million, were $63.8 million.

Common Stock Purchase Agreement

On May 14, 2018, the Company’s largest stockholder Eastern Capital Limited entered into a Common Stock Purchase Agreement with the Company pursuant to which it purchased 1,300,000 shares of common stock at a price per share of $2.40 providing gross proceeds to the Company of $3.12 million.

Exercise and Repricing of Warrants Held by Existing Institutional Investors

On May 14, 2018, certain institutional holders of outstanding warrants entered into Warrant Exercise Agreements with the Company that provide for an amendment to the exercise price of the warrants being exercised at $2.50 per share. Upon closing of the Warrant Exercise Agreements, such institutional holders immediately exercised warrants for 782,505 shares of common stock providing aggregate proceeds to the Company of approximately $2.0 million.

The fair value relating to the modification of exercise prices on the repriced and exercised warrants was treated as deemed dividend on the statement of stockholders’ equity of $728,000.


	Weighted Average Inputs
	Before			After
	Modification			Modification
Exercise price	$	9.93		$	2.50
Contractual term (years)		2.37			2.37
Volatility (annual)		79	%		79	%
Risk-free rate		1.5	%		1.5	%
Dividend yield (per share)		0	%		0	%

Exercise of Stock Warrants

In addition to the exercise and repricing of warrants discussed above, during the twelve months ended December 31, 2018, certain outstanding warrants were exercised by warrant holders providing aggregate proceeds to the Company of approximately $2.4 million and resulted in the issuance of 716,819 shares of common stock.

Additionally, 280,760 of the stock warrants exercised were exercised on a cashless basis, which resulted in approximately 204,000 of warrant shares being cancelled due to use of cashless exercise provisions.

Exercise of Stock Options

In January 2018, 10,416 shares of common stock were issued pursuant to stock option exercises at an exercise price equal to $1.74 per share.

Consulting Arrangements

During the twelve months ended December 31, 2018, the Company issued 274,012 shares of common stock in connection with consulting agreements. The fair value of the common stock of approximately $1.8 million was recognized as stock-based compensation expense, $1.7 million in general and administrative expenses and $0.1 million in research and development expenses.

2018 Management and Board Compensation

During the twelve months ended December 31, 2018, the Company issued 53,774 shares of common stock in connection with board of director and management agreements. The fair value of the common stock of approximately $0.5 million was recognized as stock-based compensation expense in general and administrative expenses. 7,561 shares of common stock, with a fair value of $0.1 million, were withheld to satisfy certain payroll liabilities, as applicable to an award to a former director.

WARRANTS

12 Months Ended

Dec. 31, 2019

WARRANTS

WARRANTS

NOTE 12: WARRANTS

Share Purchase Warrants

A summary of the Company’s share purchase warrants as of December 31, 2019 and 2018, respectively, and changes during the period is presented below:


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2018	6,520,000	$	6.11	3.16	$	1,733,000
Warrants granted	18,484,000		4.45	—		—
Exercised for cash	(1,499,000)		6.79	—		—
Cashless exercised	(281,000)		4.03	—		—
Expired or cancelled	(208,000)		4.00	—		—
Balance - December 31, 2018	23,016,000		4.78	4.29		26,066,000
Warrants granted	45,000		4.26	—		—
Exercised for cash	(190,000)		3.99	—		—
Cashless exercise	(17,000)		2.38	—		—
Expired or cancelled	(190,000)		13.63	—		—
Balance - December 31, 2019	22,664,000	$	4.71	3.33	$	954,000

2019 Warrant Transactions

Exercise of Stock Warrants

During the twelve months ended December 31, 2019, certain outstanding warrants were exercised for 190,258 shares of common stock providing aggregate proceeds to the Company of approximately $759,000.

Additionally, during the twelve months ended December 31, 2019, the Company issued 9,449 shares of common stock upon cashless exercises of stock warrants, which resulted in cancellation of 7,211 shares of common stock subject to such warrants.

2018 Warrant Transactions

The Merger

Pursuant to the Merger discussed in Note 4 above, the Company issued 5,046,003 stock warrants to shareholders of Marker Cell Therapy, Inc. at an exercise price of $2.99 per share with a five-year term.

Securities Purchase Agreements

Pursuant to the financing discussed in Note 4 above, the Company issued 13,437,500 stock warrants to certain accredited investors at an exercise price of $5.00 per share with a five-year term.

Exercise and Repricing of Warrants Held by Existing Institutional Investors

The fair value relating to the modification of exercise prices on the repriced and exercised warrants was treated as deemed dividend on the statement of stockholders’ equity of $728,000.


	Weighted Average Inputs
	Before			After
	Modification			Modification
Exercise price	$	9.93		$	2.50
Contractual term (years)		2.37			2.37
Volatility (annual)		79	%		79	%
Risk-free rate		1.5	%		1.5	%
Dividend yield (per share)		0	%		0	%

Exercise of Stock Warrants

STOCK OPTION PLANS

12 Months Ended

Dec. 31, 2019

STOCK OPTION PLANS

STOCK-BASED COMPENSATION

NOTE 13: STOCK OPTION PLANS

Options to Purchase Shares of Common Stock

2014 Stock Omnibus Plan

On March 19, 2014, the Board adopted the 2014 Omnibus Stock Option Plan (“2014 Plan”), which replaced the 2009 Stock Incentive Plan. The 2014 Plan allowed for grants of stock options, restricted shares, stock bonuses and other equity-based awards to employees and non-employee directors of the Company. Awards under the 2014 Plan may be at prices and for terms as determined by the Board of Directors and may have vesting requirements as determined by the Board, provided that the exercise price for any stock option must be at least equal to the fair market value (as defined in the 2014 Plan) of a share of the stock on the grant date. Once granted, the exercise price of an option may not be reduced without the approval of the Company’s stockholders, other than under certain limited circumstances such as a stock split or take any other action with respect to a stock option that would be treated as a repricing under the rules and regulations of the New York Stock Exchange.

The 2014 Plan was amended in February 2015 to provide for grants to consultants, and again in November 2015 to (i) increase the number of shares reserved for issuance under the Plan to 0.6 million shares; (ii) provide the Board and Committee administering the Plan with full discretion on the vesting period for Service-Vesting Awards under the Plan, including the grant of Awards with less than the Minimum Vesting Requirement (as such terms are defined in the Plan), and (iii) provide the Board and Committee administering the Plan with the ability to grant stock bonuses to executive officers.

On August 29, 2017, the 2014 Plan was amended to increase the shares reserved under the Plan to 1.4 million shares, and on October 16, 2018 the 2014 Plan was amended to increase the shares reserved under the Plan to 8.0 million shares. As of December 31, 2019, approximately 2.5 million options are available to be issued from the 2014 Plan.

Stock Options

A summary of the Company’s stock option activity is as follows for stock options:


						Weighted Average
						Remaining
		Weighted Average				Contractual Life (in
	Number of Shares	Exercise Price		Total Intrinsic Value		years)
Outstanding as of January 1, 2018	489,255	$	7.08	$	42,000	8.1
Granted	3,704,855		8.89		—	9.8
Exercised	(10,416)		1.74		—	—
Canceled	(63,226)		6.00		—	—
Outstanding as of December 31, 2018	4,120,468		8.59	$	339,000	9.1
Granted	1,172,500		4.70		—	9.5
Exercised	(11,980)		4.82		—	—
Canceled	(297,974)		8.15		—	—
Outstanding as of December 31, 2019	4,983,314	$	7.79	$	18,000	8.9
Options vested and exercisable	1,281,957	$	8.34	$	18,000	8.6

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options that were granted during the years ended December 31, 2019 and 2018, respectively, were as follows:


	For the Years Ended
	December 31,
	2019			2018
Exercise price	$	4.70		$	8.89
Expected term (years)		6.0			10.0
Expected stock price volatility		126	%		200	%
Risk-free rate of interest		2	%		3	%
Expected dividend rate		0	%		0	%

The following table sets forth stock-based compensation expenses recorded during the respective periods:


	For the Years Ended
	December 31,
	2019		2018
Stock Compensation expenses:
Research and development	$	2,574,000	$	1,265,000
General and administrative		2,783,000		15,086,000
Total stock compensation expenses	$	5,357,000	$	16,351,000

At December 31, 2019, the total stock-based compensation cost related to unvested awards not yet recognized was $14.9 million. The expected weighted average period compensation costs to be recognized was 3.0 years. Future option grants will impact the compensation expense recognized.

GRANT INCOME	12 Months Ended
GRANT INCOME	Dec. 31, 2019
GRANT INCOME
GRANT INCOME	NOTE 14: GRANT INCOME During the years ended December 31, 2019 and 2018, the Company received $0.2 million of a grant awarded to Mayo Foundation from the U.S. Department of Defense for the Phase II Clinical Trial of TPIV200. The grant compensated the Company for clinical supplies manufactured and provided by the Company for the clinical study. In accordance with Accounting Standards Update No. 2014‑09, “Revenue from Contracts with Customers (Topic 606)” issued by the Financial Accounting Standards Board, the Company recorded the $0.2 million of grant income as revenue.

LEGAL PROCEEDINGS	12 Months Ended
LEGAL PROCEEDINGS	Dec. 31, 2019
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS	NOTE 16: LEGAL PROCEEDINGS From time to time, the Company may be party to ordinary, routine litigation incidental to their business. The Company knows of no material, active or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2019

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 17: RELATED PARTY TRANSACTIONS

The following table sets forth related party transaction expenses recorded during the respective periods:


	For the Years Ended
	December 31,
	2019		2018

Research and development	$	302,000	$	138,000
General and administrative		—		—
Total	$	302,000	$	138,000

Sponsored Research Agreement with The Baylor College of Medicine (“BCM”). On November 16, 2018, in furtherance of the BCM License Agreement and as contemplated by the terms thereof, the Company entered in a Sponsored Research Agreement (“SRA”) with BCM, which provided for the conduct of research for the Company by credentialed personnel at BCM’s Center for Cell and Gene Therapy.

During the years ended December 31, 2019 and 2018, the Company incurred approximately $69,000 and $77,000, respectively, to BCM under the SRA.

Clinical Supply Agreement with BCM. On September 9, 2019, in furtherance of the BCM License Agreement and as contemplated by the terms thereof, the Company entered in a Clinical Supply Agreement (“CSA”) with BCM, which provided for BCM to provide to the Company multi tumor antigen specific products.

During the year ended December 31, 2019, the Company did not incur any expenses under the CSA.

Consulting Agreement with Dr. Juan Vera. On October 19, 2018, after the closing of the Company’s merger, the Company entered into a consulting agreement with Dr. Juan Vera, a member of the Company’s board of directors, to serve as the Company’s Chief Development Officer. On September 1, 2019, Dr. Vera became an employee of the Company and his consulting agreement was terminated.

During the years ended December 31, 2019 and 2018, the Company incurred approximately $233,000 and $61,000, respectively, of expenses under Dr. Vera’s consulting agreement.

INCOME TAXES

12 Months Ended

Dec. 31, 2019

INCOME TAXES

INCOME TAXES

NOTE 18: INCOME TAXES

The Company has no income tax expense due to operating losses incurred for the years ended December 31, 2019 and 2018.

The effects of temporary differences that give rise to significant portions of the deferred tax assets as of December 31, 2019 and 2018 are as follows:


	For the Years Ended
	December 31,
	2019		2018
Deferred Tax Assets:
Net Operating Loss Carry Forward	$	17,166,000	$	13,596,000
Stock-Based Compensation		6,538,000		5,741,000
License Agreements		177,000		206,000
Research and Development		733,000		406,000
Charitable Contributions		9,000		3,000
Operating Lease Liability		115,000		—
		24,738,000		19,952,000
Less: Valuation Allowance		(24,632,000)		(19,952,000)
Total Deferred Tax Assets		106,000		—

Deferred Tax Liabilities
Fixed Assets		(106,000)		—

Total Deferred Tax Liabilties		(106,000)		—

Net Deferred Tax Assets/(Liabilities)	$	—	$	—

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the history of losses, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized and has established a full valuation allowance for the years ended December 31, 2019 and 2018. The valuation allowance increased by $4.7 million as of December 31, 2019. The Company has research and development tax credit carryforwards of $730,000 available to offset future federal income taxes. The research and development tax credit carryforwards begin to expire in 2030.

The Company has approximately $73.8 million of federal and $47.4 million of state Net Operating Losses (“NOL”s) that may be available to offset future taxable income, if any. The federal net operating loss carryforwards of $41.9 million, if not utilized, will expire between 2029 and 2037. The federal net operating loss carryforwards of $31.9 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely. The state net operating loss carryforwards of $21.9 million, if not utilized, will begin to expire in 2035. The state net operating loss carryforwards of $25.5 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely.

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.

The Company’s income tax returns for 2015 to 2018 are still open and subject to audit. In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years.

For the years ended December 31, 2019 and 2018, the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows:


	For the Years Ended December 31,
	2019				2018
			Percent of				Percent of
		Amount	Pretax Income/(Loss)			Amount	Pretax Income/(Loss)
U.S. federal statutory rate	$	(4,500,000)	21.00	%	$	(31,071,000)	21.00	%
State taxes, net of federal benefit		(600,000)	2.80	%		(1,383,000)	0.93	%
Tax rate change		665,000	(3.10)	%		—	0.00	%
Permanent Differences
- Non-deductible write-off of acquired R&D expenses		—	0.00	%		24,369,000	(16.47)	%
- Change in fair value of derivative liabilities		(4,000)	0.02	%		8,000	(0.01)	%
- Other permanent differences		32,000	(0.15)	%		4,000	0.00	%
Change in valuation allowance		4,681,000	(21.85)	%		8,073,000	(5.46)	%
Deferred true-up		(274,000)	1.28	%		—	0.00	%
Income tax provision/(benefit)	$	—	0.00	%	$	—	0.00	%

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2019, and 2018, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position in the next year.

SUBSEQUENT EVENT

12 Months Ended

Dec. 31, 2019

SUBSEQUENT EVENT

SUBSEQUENT EVENT

NOTE 19: SUBSEQUENT EVENT

Aspire Common Stock Purchase Agreement

On February 28, 2020, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of shares of the Company’s common stock over the 30-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, the Company issued to Aspire Capital 345,357 shares of the Company’s common stock (the “Commitment Shares”). Under the Purchase Agreement, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 100,000 shares of the Company’s common stock per business day, up to $30.0 million of the Company’s common stock in the aggregate at a per share price (the “Purchase Price”) equal to the lesser of:

the lowest sale price of the Company’s common stock on the purchase date; or

the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date.

The Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an additional 2,000,000 shares per business day.

In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount equal to at least 100,000 shares, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for the Company’s common stock traded on its principal market on the VWAP Purchase Date.

The Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed.

The Purchase Agreement provides that the Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where the closing sale price of the Company’s common stock is less than $0.25. There are no trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of sales of the Company’s common stock to Aspire Capital. Aspire Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of the Company’s common stock during any time prior to the termination of the Purchase Agreement. Any proceeds from the Company receives under the Purchase Agreement are expected to be used for working capital and general corporate purposes.

The Purchase Agreement provides that the number of shares that may be sold pursuant to the Purchase Agreement will be limited to 9,232,814 shares, including the Commitment Shares, or the Exchange Cap, which represents 19.99% of the Company’s outstanding shares of Common Stock as of February 28, 2020, unless stockholder approval is obtained to issue more than 19.99%. This limitation will not apply if, at any time the Exchange Cap is reached and at all times thereafter, the average price paid for all shares issued under the Purchase Agreement is equal to or greater than $2.41, which was the Closing Sale Price immediately preceding the execution of the Purchase Agreement. The Company is not required or permitted to issue any shares of Common Stock under the Purchase Agreement if such issuance would breach its obligations under the rules or regulations of The Nasdaq Global Market.

Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital, pursuant to which the Company filed with the SEC a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (File No. 333-232122) registering all of the shares of common stock that may be offered to Aspire Capital from time to time, including the Commitment Shares.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2019

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Use of Estimates

Liquidity, Financial Condition and Management's Plans

Liquidity, Financial Condition and Management’s Plans

initiates or continues clinical trials of its product candidates;

continues the research and development of its product candidates and seeks to discover additional product candidates;

seeks regulatory approvals for any product candidates that successfully complete clinical trials;

maintains and enforces intellectual property rights;

establishes sales, marketing and distribution infrastructure and scale-up manufacturing capabilities to commercialize any product candidates that may receive regulatory approval;

evaluates strategic transactions the Company may undertake; and

Research and Development - Intellectual Property Acquired

Research and Development – Intellectual Property Acquired

Cash, Cash Equivalents and Credit Risk

Property and Equipment

Fair Value Measurements

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Patents and Patent Application Costs

Stock-Based Compensation

Expected Volatility — The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Research and Development Costs

Income Taxes

Warrant Liability

Grant Income

Loss per Common Share

New Accounting Standards

Recent Accounting Standards Adopted in the Year

Leases

Improvements to Non-Employee Share-Based Payment Accounting

Recent Accounting Standards Not Yet Adopted

Income Taxes

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 2019

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

Schedule of computation of loss per share


	For the Years Ended
	December 31,
	2019		2018
Numerator:
Net loss	$	(21,427,964)	$	(147,957,910)

Denominator:
Weighted average common shares outstanding		45,587,734		19,091,926

Net loss per share data:
Basic and diluted	$	(0.47)	$	(7.75)

Schedule of anti-dilutive securities


	For the Years Ended
	December 31,
	2019	2018
Common stock options	4,983,000	4,120,000
Common stock purchase warrants	22,605,000	22,989,000
Common stock warrants - liability treatment	59,000	27,000
Potentially dilutive securities	27,647,000	27,136,000

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2019

PROPERTY AND EQUIPMENT

Schedule of property and equipment



		December 31,		December 31,
	Estimated Useful Lives	2019		2018

Lab equipment	5 Years	$	111,000	$	—
Computers, equipment and software	3-5 Years		211,000		66,000
Office furniture	5 Years		178,000		82,000
Leasehold improvements	Lesser of lease term or estimated useful life		23,000		—
Total			523,000		148,000
Less: accumulated depreciation			(105,000)		—
Property and equipment, net		$	418,000	$	148,000

LEASES (Tables)

12 Months Ended

Dec. 31, 2019

LEASES

Schedule of quantitative information about operating leases


	For the Year Ended
	December 31, 2019
Operating lease expense summary:
Operating lease expense	$	220,000
Short-term lease expense		100,000
Variable lease expense		90,000
Total	$	410,000

Other information:
Operating cash flows from operating leases for the twelve months ended December 31, 2019	$	225,000
Right of use assets exchanged for new operating lease liabilities as of adoption date	$	670,000
Weighted-average remaining lease term as of December 31, 2019 – operating leases		1.6
Weighted-average discount rate as of adoption date – operating leases		6.8	%

Schedule of maturities of operating leases




Year ended December 31, 2020	$	231,000
Year ended December 31, 2021		226,000
Year ended December 31, 2022		68,000
Total	$	525,000
Less present value discount		(41,000)
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2019	$	484,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2019

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrued liabilities


	December 31,		December 31,
	2019		2018
Accounts payable	$	993,000	$	1,619,000
Compensation and benefits		323,000		416,000
Professional fees		94,000		236,000
Technology license fees		105,000		80,000
Investor relations fees		—		297,000
Other		243,000		106,000
Total accounts payable and accrued liabilities	$	1,758,000	$	2,754,000

WARRANT LIABILITY (Tables) - Level 3

12 Months Ended

Dec. 31, 2019

Schedule of valuation methodology


	Weighted Average Inputs
	For the Years Ended
	December 31,
	2019			2018
Exercise price	$	6.92		$	9.72
Contractual term (years)		0.05			1.08
Volatility (annual)		83	%		99	%
Risk-free rate		2	%		2	%
Dividend yield (per share)		0	%		0	%

Schedule of Changes in Level 3 Liabilities Measured at Fair Value


	Warrant
	Liability
Balance - January 1, 2018	$	9,000
Change in fair value of warrant liability		40,000
Balance – December 31, 2018		49,000
Change in fair value of warrant liability		(18,000)
Balance – December 31, 2019	$	31,000

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2019

FAIR VALUE MEASUREMENTS

Schedule of financial liabilities measured at fair value on a recurring basis

Fair value measured at December 31, 2019

Quoted prices in active

Significant other

Significant

markets

observable inputs

unobservable inputs

Fair value at

(Level 1)

(Level 2)

(Level 3)

December 31, 2019

Warrant liability

—

31,000

Fair value measured at December 31, 2018

Quoted prices in active

Significant other

Significant

markets

observable inputs

unobservable inputs

Fair value at

(Level 1)

(Level 2)

(Level 3)

December 31, 2018

Warrant liability

—

49,000

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2019

STOCKHOLDERS' EQUITY

Weighted Average Inputs Valuation Methodology


	Weighted Average Inputs
	Before			After
	Modification			Modification
Exercise price	$	9.93		$	2.50
Contractual term (years)		2.37			2.37
Volatility (annual)		79	%		79	%
Risk-free rate		1.5	%		1.5	%
Dividend yield (per share)		0	%		0	%

WARRANTS (Tables) - Common stock purchase warrants

12 Months Ended

Dec. 31, 2019

Schedule of share purchase warrants


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2018	6,520,000	$	6.11	3.16	$	1,733,000
Warrants granted	18,484,000		4.45	—		—
Exercised for cash	(1,499,000)		6.79	—		—
Cashless exercised	(281,000)		4.03	—		—
Expired or cancelled	(208,000)		4.00	—		—
Balance - December 31, 2018	23,016,000		4.78	4.29		26,066,000
Warrants granted	45,000		4.26	—		—
Exercised for cash	(190,000)		3.99	—		—
Cashless exercise	(17,000)		2.38	—		—
Expired or cancelled	(190,000)		13.63	—		—
Balance - December 31, 2019	22,664,000	$	4.71	3.33	$	954,000

Schedule of valuation methodology


	Weighted Average Inputs
	Before			After
	Modification			Modification
Exercise price	$	9.93		$	2.50
Contractual term (years)		2.37			2.37
Volatility (annual)		79	%		79	%
Risk-free rate		1.5	%		1.5	%
Dividend yield (per share)		0	%		0	%

STOCK OPTION PLANS (Tables)

12 Months Ended

Dec. 31, 2019

Schedule or Description of Weighted Average Discount Rate


	For the Years Ended
	December 31,
	2019			2018
Exercise price	$	4.70		$	8.89
Expected term (years)		6.0			10.0
Expected stock price volatility		126	%		200	%
Risk-free rate of interest		2	%		3	%
Expected dividend rate		0	%		0	%

Schedule of stock-based compensation expenses

The following table sets forth stock-based compensation expenses recorded during the respective periods:


	For the Years Ended
	December 31,
	2019		2018
Stock Compensation expenses:
Research and development	$	2,574,000	$	1,265,000
General and administrative		2,783,000		15,086,000
Total stock compensation expenses	$	5,357,000	$	16,351,000

Exercise of Stock Options

Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity

A summary of the Company’s stock option activity is as follows for stock options:


						Weighted Average
						Remaining
		Weighted Average				Contractual Life (in
	Number of Shares	Exercise Price		Total Intrinsic Value		years)
Outstanding as of January 1, 2018	489,255	$	7.08	$	42,000	8.1
Granted	3,704,855		8.89		—	9.8
Exercised	(10,416)		1.74		—	—
Canceled	(63,226)		6.00		—	—
Outstanding as of December 31, 2018	4,120,468		8.59	$	339,000	9.1
Granted	1,172,500		4.70		—	9.5
Exercised	(11,980)		4.82		—	—
Canceled	(297,974)		8.15		—	—
Outstanding as of December 31, 2019	4,983,314	$	7.79	$	18,000	8.9
Options vested and exercisable	1,281,957	$	8.34	$	18,000	8.6

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2019

RELATED PARTY TRANSACTIONS

The following table sets forth related party transaction expenses recorded during the respective periods:


	For the Years Ended
	December 31,
	2019		2018

Research and development	$	302,000	$	138,000
General and administrative		—		—
Total	$	302,000	$	138,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2019

INCOME TAXES

Schedule of Deferred Tax Assets and Liabilities


	For the Years Ended
	December 31,
	2019		2018
Deferred Tax Assets:
Net Operating Loss Carry Forward	$	17,166,000	$	13,596,000
Stock-Based Compensation		6,538,000		5,741,000
License Agreements		177,000		206,000
Research and Development		733,000		406,000
Charitable Contributions		9,000		3,000
Operating Lease Liability		115,000		—
		24,738,000		19,952,000
Less: Valuation Allowance		(24,632,000)		(19,952,000)
Total Deferred Tax Assets		106,000		—

Deferred Tax Liabilities
Fixed Assets		(106,000)		—

Total Deferred Tax Liabilties		(106,000)		—

Net Deferred Tax Assets/(Liabilities)	$	—	$	—

Summary Of Expected Tax Expense Benefit Based On Federal Statutory Rates Reconciled With Actual Tax Provision Benefit


	For the Years Ended December 31,
	2019				2018
			Percent of				Percent of
		Amount	Pretax Income/(Loss)			Amount	Pretax Income/(Loss)
U.S. federal statutory rate	$	(4,500,000)	21.00	%	$	(31,071,000)	21.00	%
State taxes, net of federal benefit		(600,000)	2.80	%		(1,383,000)	0.93	%
Tax rate change		665,000	(3.10)	%		—	0.00	%
Permanent Differences
- Non-deductible write-off of acquired R&D expenses		—	0.00	%		24,369,000	(16.47)	%
- Change in fair value of derivative liabilities		(4,000)	0.02	%		8,000	(0.01)	%
- Other permanent differences		32,000	(0.15)	%		4,000	0.00	%
Change in valuation allowance		4,681,000	(21.85)	%		8,073,000	(5.46)	%
Deferred true-up		(274,000)	1.28	%		—	0.00	%
Income tax provision/(benefit)	$	—	0.00	%	$	—	0.00	%

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 43,903,949		$ 61,746,748
Cash, FDIC Insured Amount	250,000
Cash, Uninsured Amount	100,000
Operating lease, right-of-use asset	455,174	$ 637,000
Operating lease, liability	$ 484,000	670,000
Deferred rent		$ 33,000
Property, Plant and Equipment, Estimated Useful Lives	the straight-line method over the estimated useful lives of the related assets, which range from three to five years

ASSET ACQUISITION (Detail) - USD ($)		1 Months Ended	12 Months Ended
ASSET ACQUISITION (Detail) - USD ($)	Oct. 17, 2018	Oct. 17, 2018	Dec. 31, 2018	May 14, 2018
Issuance of shares of common stock			716,819	782,505
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2.50
Research and Development in Process			$ 116,044,886
Stock Issued During Period, Value, Acquisitions			$ 116,044,886
Sale of Stock, Price Per Share	$ 8.34	$ 8.34
Securities Purchase Agreements [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			13,437,500
Issuance of shares of common stock	13,437,500	13,437,500
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.00	$ 5.00	$ 5.00
Research and Development in Process			$ 116,000,000
Sale of Stock, Consideration Received Per Transaction		$ 70,000,000
Class of Warrant or Right Term of Warrants		5 years
Stock Issued During Period, Value, Acquisitions		$ 116,000,000
Stock Issued During Period, Shares, Acquisitions		13,914,255
Securities Purchase Agreements [Member] \| Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction		17,500,000
Marker Therapeutics Inc [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	13,914,255
Stock Issued During Period, Shares, Acquisitions		13,914,255
Marker Therapeutics Inc [Member] \| Common stock purchase warrants
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	5,046,003

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS - Computation of loss per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Numerator:
Net loss	$ (21,427,964)	$ (147,957,910)
Denominator:
Weighted average common shares outstanding	45,587,734	19,091,926
Net loss per share data:
Basic and diluted	$ (0.47)	$ (7.75)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS - Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Potentially dilutive securities	27,647,000	27,136,000
Exercise of Stock Options
Common stock purchase warrants	4,983,000	4,120,000
Common stock purchase warrants
Common stock purchase warrants	22,605,000	22,989,000
Common stock warrants - liability treatment
Common stock purchase warrants	59,000	27,000

PROPERTY AND EQUIPMENT (Details) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total	$ 523,000	$ 148,000
Less: accumulated depreciation	(105,000)
Property and equipment, net	417,528	147,668
Lab equipment
Property, Plant and Equipment [Line Items]
Total	$ 111,000
Estimated Useful Lives	5 years
Computers, equipment and software
Property, Plant and Equipment [Line Items]
Total	$ 211,000	66,000
Computers, equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Computers, equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Office furniture
Property, Plant and Equipment [Line Items]
Total	$ 178,000	$ 82,000
Estimated Useful Lives	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	$ 23,000

PROPERTY AND EQUIPMENT - Additional Information (Details)	12 Months Ended
	Dec. 31, 2019 USD ($)
PROPERTY AND EQUIPMENT
Depreciation	$ 105,000

LEASES - Additional Information (Details)	12 Months Ended
LEASES - Additional Information (Details)	Dec. 31, 2019 USD ($) agreement	Dec. 31, 2018 USD ($)	Jan. 01, 2019 USD ($)
LEASES
Number of lease agreements \| agreement	2
Operating lease, liability	$ 484,000		$ 670,000
Operating lease, right-of-use asset	455,174		$ 637,000
Operating Lease, Cost	$ 220,000	$ 175,600

LEASES - Quantitative Information About Operating Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating lease expense summary:
Operating lease expense	$ 220,000	$ 175,600
Short-term lease expense	100,000
Variable lease expense	90,000
Total	410,000
Other information
Operating cash flows from operating leases for the twelve months ended December 31, 2019	225,000
Right of use assets exchanged for new operating lease liabilities as of adoption date	$ 670,000
Weighted-average remaining lease term as of December 31, 2019 - operating leases	1 year 7 months 6 days
Weighted-average discount rate as of adoption date - operating leases	6.80%

LEASES - Maturities of Operating Leases (Details) - USD ($)	Dec. 31, 2019	Jan. 01, 2019
LEASES
Year ended December 31, 2020	$ 231,000
Year ended December 31, 2021	226,000
Year ended December 31, 2022	68,000
Total	525,000
Less present value discount	(41,000)
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2019	$ 484,000	$ 670,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable	$ 993,000	$ 1,619,000
Compensation and benefits	323,000	416,000
Professional fees	94,000	236,000
Technology license fees	105,000	80,000
Investor relations fees		297,000
Other	243,000	106,000
Total accounts payable and accrued liabilities	$ 1,757,680	$ 2,754,572

WARRANT LIABILITY - Valuation Methodology (Details) - Share Purchase Warrants - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Exercise price	$ 6.92	$ 9.72
Contractual term (years)	18 days	1 year 29 days
Volatility (annual)	83.00%	99.00%
Risk-free rate	2.00%	2.00%
Dividend yield (per share)	0.00%	0.00%

WARRANT LIABILITY - Changes in Level 3 Liabilities Measured at Fair Value (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
WARRANT LIABILITY
Balance	$ 49,000	$ 9,000
Change in fair value of warrant liability	(18,000)	40,000
Balance	$ 31,000	$ 49,000

FAIR VALUE MEASUREMENTS - Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair value hedging - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Warrant liability	$ 31,000	$ 49,000
Level 1
Warrant liability	0	0
Level 2
Warrant liability	0	0
Level 3
Warrant liability	$ 31,000	$ 49,000

STOCKHOLDERS' EQUITY - Weighted average summary of quantitative information (Detail)	Dec. 31, 2018 $ / shares
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.93
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	2 years 4 months 13 days
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	79
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.5
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Weighted Average Inputs Before Modification [Member] \| Share Purchase Warrants \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.93
Weighted Average Inputs Before Modification [Member] \| Share Purchase Warrants \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	2 years 4 months 13 days
Weighted Average Inputs Before Modification [Member] \| Share Purchase Warrants \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	79
Weighted Average Inputs Before Modification [Member] \| Share Purchase Warrants \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.5
Weighted Average Inputs Before Modification [Member] \| Share Purchase Warrants \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Weighted Average Inputs After Modification [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.50
Weighted Average Inputs After Modification [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	2 years 4 months 13 days
Weighted Average Inputs After Modification [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	79
Weighted Average Inputs After Modification [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.5
Weighted Average Inputs After Modification [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Weighted Average Inputs After Modification [Member] \| Share Purchase Warrants \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.50
Weighted Average Inputs After Modification [Member] \| Share Purchase Warrants \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	2 years 4 months 13 days
Weighted Average Inputs After Modification [Member] \| Share Purchase Warrants \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	79
Weighted Average Inputs After Modification [Member] \| Share Purchase Warrants \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.5
Weighted Average Inputs After Modification [Member] \| Share Purchase Warrants \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0

STOCKHOLDERS' EQUITY - Additional Information (Detail) - USD ($)		1 Months Ended		12 Months Ended
	May 14, 2018	Oct. 17, 2018	Jan. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.001	$ 0.001
Price	$ 2.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	782,505				716,819
Preferred Stock, Shares Authorized				5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.001	$ 0.001
Common stock shares authorized				150,000,000	150,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 2.50
Proceeds from exercise of stock warrants, net of offering costs	$ 2,000,000			$ 758,733	$ 4,353,628
Adjustments to Additional Paid in Capital, Warrant Issued				$ 728,000
Number Of Warrants Cancelled due to Cashless Provisions				7,211	204,000
Research and Development Expense				$ 12,764,804	$ 7,952,870
Stock Issued During Period, Value, Acquisitions					$ 116,044,886
Board of Director and Management Agreements [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Fair value of common stock				$ 174,000
Common shares issued				29,040
Stock Issued During Period, Shares, New Issues					53,774
Unissued Common Stock Withheld to Satisfy Payroll Liabilities					7,561
Fair Value of Withheld to Satisfy Certain Payroll Liabilities					$ 100,000
Consulting Arrangement
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Fair value of common stock				$ 265,000
Common shares issued				47,400
Research and Development Expense					100,000
Selling, General and Administrative Expense					1,700,000
Allocated Share-based Compensation Expense					$ 1,800,000
Stock Issued During Period, Shares, New Issues					274,012
Marker Therapeutics Inc [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Stock Issued During Period, Shares, Acquisitions		13,914,255
Exercise of Stock Warrants
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					716,819
Proceeds from exercise of stock warrants, net of offering costs					$ 2,400,000
Non Cash Excercise Of Warrants Amount					$ 280,760
Common Stock
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period			10,416	11,980	10,416
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price			$ 1.74
Stock Issued During Period, Value, Acquisitions					$ 13,914
Stock Issued During Period, Shares, Acquisitions					13,914,255
Securities Purchase Agreements [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Price		$ 5.00			$ 5.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		13,437,500
Stock Issued During Period, Value, Acquisitions		$ 116,000,000
Stock Issued During Period, Shares, Acquisitions		13,914,255
Deferred Offering Costs		$ 6,200,000
Sale of Stock, Consideration Received on Transaction		$ 63,800,000
Common Stock Purchase Agreement [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Proceeds from Issuance of Common Stock	$ 3,120,000
Shares Issued, Price Per Share	$ 2.40
Sale of Stock, Number of Shares Issued in Transaction	1,300,000
General and administrative \| Board of Director and Management Agreements [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Allocated Share-based Compensation Expense					$ 500,000
Private Placement [Member] \| Securities Purchase Agreements [Member]
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		17,500,000

WARRANTS - Summary of Share Purchase Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
WARRANTS
Number of Warrants, Beginning balance	23,016,000	6,520,000
Number Of Warrants, Warrants granted	$ 45,000	$ 18,484,000
Number of Warrants, Exercised for cash	(190,000)	(1,499,000)
Number of Warrants, Cashless exercised	(17,000)	(281,000)
Number of Warrants, Expired or cancelled	(190,000)	(208,000)
Number of Warrants, Ending balance	22,664,000	23,016,000	6,520,000
Weighted Average Exercise Price, Beginning Balance	$ 4.78	$ 6.11
Weighted Average Exercise Price, Warrants granted	$ 4.26	$ 4.45
Weighted Average Exercise Price, Exercised for cash	$ 3.99	$ 6.79
Weighted Average Exercise Price, Cashless exercised	2.38	4.03
Weighted Average Exercise Price, Expired or cancelled	13.63	4.00
Weighted Average Exercise Price, Ending Balance	$ 4.71	$ 4.78	$ 6.11
Weighted Average Remaining Contractual Life (in years)	3 years 3 months 29 days	4 years 3 months 15 days	3 years 1 month 28 days
Total Intrinsic Value	$ 954,000	$ 26,066,000	$ 1,733,000

WARRANTS - Weighted average summary of quantitative information (Detail)	Dec. 31, 2018 $ / shares
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Exercise Price [Member]
Warrants and Rights Outstanding, Measurement Input	9.93
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Expected Term [Member]
Warrants and Rights Outstanding, Term	2 years 4 months 13 days
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input	79
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input	1.5
Weighted Average Inputs Before Modification [Member] \| Measurement Input, Expected Dividend Rate [Member]
Warrants and Rights Outstanding, Measurement Input	0
Weighted Average Inputs After Modification [Member] \| Measurement Input, Exercise Price [Member]
Warrants and Rights Outstanding, Measurement Input	2.50
Weighted Average Inputs After Modification [Member] \| Measurement Input, Expected Term [Member]
Warrants and Rights Outstanding, Term	2 years 4 months 13 days
Weighted Average Inputs After Modification [Member] \| Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input	79
Weighted Average Inputs After Modification [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input	1.5
Weighted Average Inputs After Modification [Member] \| Measurement Input, Expected Dividend Rate [Member]
Warrants and Rights Outstanding, Measurement Input	0

WARRANTS- Additional Information (Detail) - USD ($)		12 Months Ended
WARRANTS- Additional Information (Detail) - USD ($)	May 14, 2018	Dec. 31, 2019	Dec. 31, 2018	Oct. 17, 2018
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	782,505		716,819
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		190,258
Stock options exercised for cash, value	$ 782,505	$ 57,744	$ 18,125
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 2.50
Proceeds from Issuance of Warrants	$ 2,000,000	759,000	$ 2,400,000
Adjustments to Additional Paid in Capital, Warrant Issued		$ 728,000
Warrants and Rights Exercised on CashLess basis		9,449	280,760
Number Of Warrants Cancelled due to Cashless Provisions		7,211	204,000
Warrants and Rights Exercised on CashLess basis		9,449	280,760
Common stock purchase warrants
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 2.99
Class of Warrant or Right Term			5 years
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			5,046,003
Adjustments to Additional Paid in Capital, Warrant Issued			$ 728,000
Securities Purchase Agreements [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 5.00	$ 5.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				13,437,500
Class of Warrant or Right Term			5 years
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			13,437,500

STOCK OPTION PLANS - Stock Option Activity (Detail) - USD ($)		12 Months Ended
	May 14, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Shares Outstanding, Ending Balance		2,500,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 2.50
Exercise of Stock Options
Number of Shares Outstanding, Begining Balance		4,120,468	489,255
Options, grants in period, gross		1,172,500	3,704,855
Number of Shares, Exercised		(11,980)	(10,416)
Number of Shares, Canceled		(297,974)	(63,226)
Number of Shares Outstanding, Ending Balance		4,983,314	4,120,468	489,255
Number of Shares, Options vested and exercisable		1,281,957
Weighted Average Exercise Price per Share Outstanding, Begining Balance		$ 8.59	$ 7.08
Weighted Average Exercise Price per Share, Granted		4.70	8.89
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		4.82	1.74
Weighted Average Exercise Price per Share, Forfeited/expired		8.15	6.00
Weighted Average Exercise Price per Share Outstanding, Ending Balance		7.79	$ 8.59	$ 7.08
Weighted Average Exercise Price per Share Exercisable		$ 8.34
Total Intrinsic Value Outstanding		$ 18,000	$ 339,000	$ 42,000
Total Intrinsic Value, Options vested and exercisable		$ 18,000
Weighted Average Remaining Contractual Life, Outstanding		8 years 10 months 24 days	9 years 1 month 6 days	8 years 1 month 6 days
Weighted Average Remaining Contractual Life, Options granted		9 years 6 months	9 years 9 months 18 days
Weighted Average Remaining Contractual Life, Exercisable		8 years 7 months 6 days

STOCK OPTION PLANS - Weighted Average Assumptions (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
STOCK OPTION PLANS
Exercise price	$ 4.70	$ 8.89
Expected term (years)	6 years	10 years
Expected stock price volatility	126.00%	200.00%
Risk-free rate of interest	2.00%	3.00%
Expected dividend rate	0.00%	0.00%

STOCK OPTION PLANS - Stock-based compensation expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Total stock compensation expenses	$ 5,356,972	$ 16,350,592
Research and development
Total stock compensation expenses	2,574,000	1,265,000
General and administrative
Total stock compensation expenses	$ 2,783,000	$ 15,086,000

STOCK OPTION PLANS - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	12 Months Ended
	Nov. 30, 2015	Dec. 31, 2019	Oct. 16, 2018	Aug. 29, 2017
Compensation cost not yet recognized		$ 14.9
Compensation cost not yet recognized, period for recognition		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			8.0	1.4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		2.5
Omnibus Stock Option Plan 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	0.6

GRANT INCOME - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenues	$ 213,194	$ 205,994
Accounting Standards Update 2014-09 [Member]
Revenues	$ 200,000

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Dec. 31, 2019 USD ($)
COMMITMENTS AND CONTINGENCIES
Loss Contingency, Damages Sought, Value	$ 1

RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Related party transaction expenses	$ 302,000	$ 138,000
Sponsored Research Agreement with The Baylor College of Medicine ("BCM")
Related Party Transaction [Line Items]
Payment for sponsored research fees	69,000	77,000
Chief Development Officer \| Consulting Agreement with Dr. Juan Vera
Related Party Transaction [Line Items]
Consulting fees	233,000	61,000
Research and development
Related Party Transaction [Line Items]
Related party transaction expenses	302,000	138,000
General and administrative
Related Party Transaction [Line Items]
Related party transaction expenses	$ 0	$ 0

INCOME TAXES - Summary of Effects of Temporary Differences that Give Rise to Significant Portions of the Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net Operating Loss Carry Forward	$ 17,166,000	$ 13,596,000
Stock-Based Compensation	6,538,000	5,741,000
License Agreements	177,000	206,000
Research and Development	733,000	406,000
Charitable Contributions	9,000	3,000
Operating Lease Liability	115,000
Deferred Tax Assets	24,738,000	19,952,000
Less: Valuation Allowance	(24,632,000)	$ (19,952,000)
Total Deferred Tax Assets	106,000
Deferred Tax Liabilities
Fixed Assets	(106,000)
Total Deferred Tax Liabilties	$ (106,000)

INCOME TAXES- Summary of Expected Tax Expense (Benefit) Based on the U.S. Federal Statutory Rate is Reconciled with the Actual Tax Provision (Benefit) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
INCOME TAXES
U. S. federal statutory rate	$ (4,500,000)	$ (31,071,000)
State taxes, net of federal benefit	(600,000)	$ (1,383,000)
Tax rate change	$ 665,000
U. S. federal statutory rate, Percent	21.00%	21.00%
State taxes, net of federal benefit, Percent	2.80%	0.93%
Tax rate change, Percent	(3.10%)	0.00%
Permanent differences
Permanent differences-- Non-deductible write-off of acquired R&D expenses		$ 24,369,000
Permanent differences- Change in fair value of derivative liabilities	$ (4,000)	8,000
Permanent differences- Other permanent differences	32,000	4,000
Change in valuation allowance	4,681,000	$ 8,073,000
Other	$ (274,000)
Permanent differences-- Non-deductible write-off of acquired R&D expenses, Percent	0.00%	(16.47%)
Permanent differences- Change in fair value of derivative liabilities, Pecent	0.02%	(0.01%)
Permanent differences- Other permanent differences, Percent	(0.15%)	0.00%
Change in valuation allowance, Percent	(21.85%)	(5.46%)
Other, Percent	1.28%	0.00%
Income tax provision (benefit), Percent	0.00%	0.00%

INCOME TAXES - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax [Line Items]
Tax credit carryforwards expiration period	2029
Deferred Tax Assets, Tax Credit Carryforwards, Research	$ 733,000	$ 406,000
Tax credit carryforwards expiration year end	2037
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	$ 73,800,000	41,900,000
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 47,400,000	$ 21,900,000
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Operating Loss Carryforwards Limitation Percentage	80.00%
Decreased Deferred Tax Assets	$ 4,700,000
Foreign Tax Authority [Member]
Income Tax [Line Items]
Operating Loss Carryforwards		$ 31,900,000
State and Local Jurisdiction [Member]
Income Tax [Line Items]
Operating Loss Carryforwards		$ 25,500,000

SUBSEQUENT EVENT (Details) - Subsequent event	Feb. 28, 2020 USD ($) Rate $ / shares shares
Subsequent Event [Line Items]
Authorized amount under the stock purchase agreement \| $	$ 30,000,000
Term of the purchase agreement	30 months
Commitment shares issued (in shares) \| shares	345,357
Stock purchase notice, purchase price calculation, threshold number of lowest closing sale prices \| Rate	3
Stock purchase notice, purchase price calculation, Threshold number of trading days	10 days
Additional shares authorized per business day under the stock purchase agreement \| shares	2,000,000
VWAP purchase notice, Purchase price per share (as a percent)	97.00%
Sale of stock not to be effected, threshold maximum lowest closing sale price of the company's common stock \| $ / shares	$ 0.25
Authorized number of shares under the stock purchase agreement \| $	$ 9,232,814
Exchange cap (as a percent)	19.99%
Stock exchange cap, threshold minimum closing sale price of company's common stock \| $ / shares	$ 2.41
Maximum
Subsequent Event [Line Items]
Aggregate shares to be purchased on issue of purchase notice (in shares) \| shares	100,000
Aggregate amount of shares to be purchased on issue of purchase notice \| $	$ 30,000,000
Percentage of aggregate shares to be purchased on issue of VWAP purchase notice (as a percent)	30.00%