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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-2004382
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11055 Flintkote Avenue, San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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(858) 952-7570
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(Registrant’s telephone number, including area code)
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock
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TROV
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Nasdaq Capital Market
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company o
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Page
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March 31, 2020
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December 31, 2019
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||||
Assets
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
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9,277,025
|
|
|
$
|
10,195,292
|
|
Accounts receivable and unbilled receivable
|
106,432
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|
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203,480
|
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||
Prepaid expenses and other current assets
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899,451
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954,957
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|
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Total current assets
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10,282,908
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|
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11,353,729
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||
Property and equipment, net
|
758,503
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877,823
|
|
||
Operating lease right-of-use assets
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617,622
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697,418
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|
||
Other assets
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156,370
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|
157,576
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|
||
Total Assets
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$
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11,815,403
|
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$
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13,086,546
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||||
Liabilities and Stockholders’ Equity
|
|
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||||
Current liabilities:
|
|
|
|
||||
Accounts payable
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$
|
598,985
|
|
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$
|
656,304
|
|
Accrued expenses
|
3,411,723
|
|
|
3,260,061
|
|
||
Operating lease liabilities
|
870,592
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865,379
|
|
||
Total current liabilities
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4,881,300
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|
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4,781,744
|
|
||
Derivative financial instruments—warrants
|
2,020
|
|
|
4,127
|
|
||
Operating lease liabilities, net of current portion
|
649,621
|
|
|
860,963
|
|
||
Other liabilities
|
139,044
|
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128,368
|
|
||
Total Liabilities
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5,671,985
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5,775,202
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||
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|
||||
Commitments and contingencies (Note 8)
|
|
|
|
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||
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||||
Stockholders’ equity
|
|
|
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||||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 277,100 designated as Series A Convertible Preferred Stock; 60,600 shares outstanding at March 31, 2020 and December 31, 2019 with liquidation preference of $606,000 at March 31, 2020 and December 31, 2019; 200,000 designated as Series C Convertible Preferred Stock; 0 shares outstanding at March 31, 2020 and December 31, 2019
|
60
|
|
|
60
|
|
||
Common stock, $0.0001 par value, 150,000,000 shares authorized; 11,010,587 and 8,593,633 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
8,554
|
|
|
8,312
|
|
||
Additional paid-in capital
|
219,805,965
|
|
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217,172,528
|
|
||
Service receivables
|
(678,656
|
)
|
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(971,673
|
)
|
||
Accumulated deficit
|
(212,992,505
|
)
|
|
(208,897,883
|
)
|
||
Total stockholders’ equity
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6,143,418
|
|
|
7,311,344
|
|
||
Total liabilities and stockholders’ equity
|
$
|
11,815,403
|
|
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$
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13,086,546
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|
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Three Months Ended March 31,
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||||||
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2020
|
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2019
|
||||
Revenues:
|
|
|
|
||||
Royalties
|
$
|
67,704
|
|
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$
|
62,021
|
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Total revenues
|
67,704
|
|
|
62,021
|
|
||
Costs and expenses:
|
|
|
|
||||
Research and development
|
2,705,691
|
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|
2,648,599
|
|
||
Selling, general and administrative
|
1,486,019
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|
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1,375,185
|
|
||
Total operating expenses
|
4,191,710
|
|
|
4,023,784
|
|
||
|
|
|
|
||||
Loss from operations
|
(4,124,006
|
)
|
|
(3,961,763
|
)
|
||
|
|
|
|
||||
Interest income
|
35,823
|
|
|
64,743
|
|
||
Gain (loss) from change in fair value of derivative financial instruments—warrants
|
2,107
|
|
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(9,761
|
)
|
||
Other income (expense), net
|
(2,486
|
)
|
|
2,010
|
|
||
Net loss
|
(4,088,562
|
)
|
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(3,904,771
|
)
|
||
|
|
|
|
||||
Preferred stock dividend payable on Series A Convertible Preferred Stock
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(6,060
|
)
|
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(6,060
|
)
|
||
Deemed dividend recognized on beneficial conversion features of Series C Convertible Preferred Stock issuance
|
—
|
|
|
(268,269
|
)
|
||
|
|
|
|
||||
Net loss attributable to common stockholders
|
$
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(4,094,622
|
)
|
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$
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(4,179,100
|
)
|
|
|
|
|
||||
Net loss per common share — basic and diluted
|
$
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(0.41
|
)
|
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$
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(1.02
|
)
|
|
|
|
|
||||
Weighted-average shares outstanding — basic and diluted
|
9,910,306
|
|
|
4,086,561
|
|
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Preferred Stock
Shares |
|
Preferred Stock
Amount |
|
Common Stock
Shares |
|
Common Stock
Amount |
|
Additional
Paid-In Capital |
|
Service Receivable
|
|
Accumulated Deficit
|
|
Total
Stockholders’ Equity |
||||||||||||||
Balance, January 1, 2020
|
60,600
|
|
|
$
|
60
|
|
|
8,593,633
|
|
|
$
|
8,312
|
|
|
$
|
217,172,528
|
|
|
$
|
(971,673
|
)
|
|
$
|
(208,897,883
|
)
|
|
$
|
7,311,344
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
177,309
|
|
|
—
|
|
|
—
|
|
|
177,309
|
|
|||||||
Sale of common stock and warrants
|
—
|
|
|
—
|
|
|
800,000
|
|
|
80
|
|
|
999,921
|
|
|
—
|
|
|
—
|
|
|
1,000,001
|
|
||||||
Issuance of common stock upon exercise of warrants
|
—
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|
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—
|
|
|
1,610,144
|
|
|
161
|
|
|
1,456,208
|
|
|
—
|
|
|
—
|
|
|
1,456,369
|
|
||||||
Issuance of common stock upon vesting of restricted stock units
|
—
|
|
|
—
|
|
|
6,810
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,060
|
)
|
|
(6,060
|
)
|
||||||
Release of clinical trial funding commitment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293,017
|
|
|
—
|
|
|
293,017
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,088,562
|
)
|
|
(4,088,562
|
)
|
||||||
Balance, March 31, 2020
|
60,600
|
|
|
$
|
60
|
|
|
11,010,587
|
|
|
$
|
8,554
|
|
|
$
|
219,805,965
|
|
|
$
|
(678,656
|
)
|
|
$
|
(212,992,505
|
)
|
|
$
|
6,143,418
|
|
|
Preferred Stock
Shares |
|
Preferred Stock
Amount |
|
Common Stock
Shares |
|
Common Stock
Amount |
|
Additional
Paid-In Capital |
|
Service Receivable
|
|
Accumulated Deficit
|
|
Total
Stockholders’ Equity |
||||||||||||||
Balance, January 1, 2019
|
60,600
|
|
|
$
|
60
|
|
|
3,831,879
|
|
|
$
|
7,742
|
|
|
$
|
202,267,605
|
|
|
$
|
—
|
|
|
$
|
(192,191,215
|
)
|
|
$
|
10,084,192
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,067
|
|
|
—
|
|
|
—
|
|
|
200,067
|
|
||||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment, net of expenses and discount of $40,000 and $235,640, respectively
|
200,000
|
|
|
200
|
|
|
183,334
|
|
|
110
|
|
|
1,634,690
|
|
|
(1,675,000
|
)
|
|
—
|
|
|
(40,000
|
)
|
||||||
Deemed dividend recognized on beneficial conversion features of Series C Convertible Preferred Stock issuance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
268,269
|
|
|
—
|
|
|
(268,269
|
)
|
|
—
|
|
||||||
Issuance of common stock upon exercise of warrants
|
—
|
|
|
—
|
|
|
497,313
|
|
|
50
|
|
|
3,282,216
|
|
|
—
|
|
|
—
|
|
|
3,282,266
|
|
||||||
Issuance of common stock upon vesting of restricted stock units
|
—
|
|
|
—
|
|
|
6,362
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,060
|
)
|
|
(6,060
|
)
|
||||||
Issuance of common stock for share rounding as a result of reverse stock split
|
—
|
|
|
—
|
|
|
6,466
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Release of clinical trial funding commitment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,487
|
|
|
—
|
|
|
70,487
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,904,771
|
)
|
|
(3,904,771
|
)
|
||||||
Balance, March 31, 2019
|
260,600
|
|
|
$
|
260
|
|
|
4,525,354
|
|
|
$
|
7,906
|
|
|
$
|
207,652,843
|
|
|
$
|
(1,604,513
|
)
|
|
$
|
(196,370,315
|
)
|
|
$
|
9,686,181
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(4,088,562
|
)
|
|
$
|
(3,904,771
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
119,320
|
|
|
126,781
|
|
||
Stock-based compensation expense
|
177,309
|
|
|
200,067
|
|
||
Change in fair value of derivative financial instruments—warrants
|
(2,107
|
)
|
|
9,761
|
|
||
Release of clinical trial funding commitment
|
293,017
|
|
|
70,487
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Other assets
|
1,206
|
|
|
15,725
|
|
||
Accounts receivable and unbilled receivable
|
97,048
|
|
|
52,079
|
|
||
Prepaid expenses
|
55,506
|
|
|
179,691
|
|
||
Operating lease right-of-use assets
|
79,796
|
|
|
73,188
|
|
||
Accounts payable and accrued expenses
|
88,283
|
|
|
3,635
|
|
||
Operating lease liabilities
|
(206,129
|
)
|
|
(186,689
|
)
|
||
Other liabilities
|
10,676
|
|
|
—
|
|
||
Net cash used in operating activities
|
(3,374,637
|
)
|
|
(3,360,046
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
—
|
|
|
(5,274
|
)
|
||
Net cash used in investing activities
|
—
|
|
|
(5,274
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from sales of common stock and warrants
|
1,000,001
|
|
|
—
|
|
||
Costs related to the clinical trial funding commitment
|
—
|
|
|
(40,000
|
)
|
||
Proceeds from exercise of warrants
|
1,456,369
|
|
|
3,282,266
|
|
||
Net cash provided by financing activities
|
2,456,370
|
|
|
3,242,266
|
|
||
Net change in cash and cash equivalents
|
(918,267
|
)
|
|
(123,054
|
)
|
||
Cash and cash equivalents—Beginning of period
|
10,195,292
|
|
|
11,453,133
|
|
||
Cash and cash equivalents—End of period
|
$
|
9,277,025
|
|
|
$
|
11,330,079
|
|
|
|
|
|
||||
Supplementary disclosure of cash flow activity:
|
|
|
|
||||
Cash paid for taxes
|
$
|
800
|
|
|
$
|
800
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Preferred stock dividend payable on Series A Convertible Preferred Stock
|
$
|
6,060
|
|
|
$
|
6,060
|
|
Deemed dividend recognized for beneficial conversion features of Series C Convertible Preferred Stock issuance
|
$
|
—
|
|
|
$
|
268,269
|
|
Common stock, Series C Convertible Preferred Stock and warrants issued in connection with clinical trial funding commitment, net of discount of $235,640
|
$
|
—
|
|
|
$
|
1,675,000
|
|
•
|
Seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; and
|
•
|
Relinquish licenses or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize themselves, on unfavorable terms.
|
•
|
Raising capital through public and private equity offerings;
|
•
|
Introducing operation and business development initiatives to bring in new revenue streams;
|
•
|
Reducing operating costs by identifying internal synergies; and
|
•
|
Engaging in strategic partnerships.
|
|
Three Months
Ended March 31, |
||||||
|
2020
|
|
2019
|
||||
Numerator:
|
|
|
|
||||
Net loss attributable to common shareholders
|
$
|
(4,094,622
|
)
|
|
$
|
(4,179,100
|
)
|
Net loss used for basic and diluted loss per share
|
$
|
(4,094,622
|
)
|
|
$
|
(4,179,100
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average shares used to compute basic and diluted net loss per share
|
9,910,306
|
|
|
4,086,561
|
|
||
|
|
|
|
||||
Net loss per share attributable to common stockholders:
|
|
|
|
||||
Basic and diluted
|
$
|
(0.41
|
)
|
|
$
|
(1.02
|
)
|
|
March 31,
|
||||
|
2020
|
|
2019
|
||
Options to purchase Common Stock
|
975,233
|
|
|
80,345
|
|
Warrants to purchase Common Stock
|
10,516,377
|
|
|
3,302,093
|
|
Restricted Stock Units
|
4,491
|
|
|
18,620
|
|
Series A Convertible Preferred Stock
|
877
|
|
|
877
|
|
Series C Convertible Preferred Stock
|
—
|
|
|
333,334
|
|
|
11,496,978
|
|
|
3,735,269
|
|
|
Fair Value Measurements at
March 31, 2020 |
||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market fund (1)
|
$
|
9,209,577
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,209,577
|
|
Total Assets
|
$
|
9,209,577
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,209,577
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments—warrants (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,020
|
|
|
$
|
2,020
|
|
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,020
|
|
|
$
|
2,020
|
|
|
Fair Value Measurements at
December 31, 2019 |
||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market fund (1)
|
$
|
10,131,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,131,240
|
|
Total Assets
|
$
|
10,131,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,131,240
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments—warrants (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,127
|
|
|
$
|
4,127
|
|
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,127
|
|
|
$
|
4,127
|
|
|
|
As of March 31,
2020 |
|
As of December 31,
2019 |
||||
Furniture and office equipment
|
$
|
775,030
|
|
|
$
|
775,030
|
|
Leasehold improvements
|
1,962,230
|
|
|
1,962,230
|
|
||
Laboratory equipment
|
744,856
|
|
|
744,856
|
|
||
|
3,482,116
|
|
|
3,482,116
|
|
||
Less—accumulated depreciation and amortization
|
(2,723,613
|
)
|
|
(2,604,293
|
)
|
||
Property and equipment, net
|
$
|
758,503
|
|
|
$
|
877,823
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||
Operating lease cost
|
$
|
106,744
|
|
|
$
|
113,592
|
|
Operating sublease income
|
(72,793
|
)
|
|
(99,937
|
)
|
||
Net operating lease cost
|
$
|
33,951
|
|
|
$
|
13,655
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Operating lease ROU assets
|
$
|
617,622
|
|
|
$
|
697,418
|
|
|
|
|
|
||||
Current operating lease liabilities
|
$
|
870,592
|
|
|
$
|
865,379
|
|
Non-current operating lease liabilities
|
649,621
|
|
|
860,963
|
|
||
Total operating lease liabilities
|
$
|
1,520,213
|
|
|
$
|
1,726,342
|
|
|
|
|
|
||||
Weighted-average remaining lease term–operating leases
|
1.8 years
|
|
|
2.0 years
|
|
||
Weighted-average discount rate–operating leases
|
6.5
|
%
|
|
6.5
|
%
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
233,078
|
|
|
$
|
226,364
|
|
Year Ending December 31,
|
Operating Leases
|
|
Sublease Income
|
|
Net Operating Leases
|
||||||
2020 (excluding the three months ended March 31, 2020)
|
632,301
|
|
|
(218,380
|
)
|
|
413,921
|
|
|||
2021
|
968,165
|
|
|
(291,173
|
)
|
|
676,992
|
|
|||
2022
|
5,868
|
|
|
—
|
|
|
5,868
|
|
|||
2023
|
3,423
|
|
|
—
|
|
|
3,423
|
|
|||
Total future minimum lease payments
|
1,609,757
|
|
|
$
|
(509,553
|
)
|
|
$
|
1,100,204
|
|
|
Less imputed interest
|
(89,544
|
)
|
|
|
|
|
|||||
Total
|
$
|
1,520,213
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Range:
|
|
|
|
||
Estimated fair value of Trovagene common stock
|
$1.01 - $1.24
|
|
|
$3.15 - $3.75
|
|
Expected warrant term
|
2.8 - 3.1 years
|
|
|
3.8 - 4.1 years
|
|
Risk-free interest rate
|
0.28 - 1.61%
|
|
|
2.22 - 2.49%
|
|
Expected volatility of Trovagene common stock
|
111 - 112%
|
|
|
102 - 105%
|
|
Dividend yield
|
0
|
%
|
|
0
|
%
|
|
|
|
|
||
Weighted Average(1)(2):
|
|
|
|
||
Fair value of Trovagene common stock
|
$1.01
|
|
|
||
Expected warrant term
|
2.8 years
|
|
|
|
|
Risk-free interest rate
|
0.28
|
%
|
|
|
|
Expected volatility of Trovagene common stock
|
112
|
%
|
|
|
|
Dividend yield
|
0
|
%
|
|
|
Date
|
|
Description
|
|
Number of Warrants
|
|
Derivative
Instrument
Liability
|
|||
December 31, 2019
|
|
Balance of derivative financial instruments—warrants liability
|
|
64,496
|
|
|
$
|
4,127
|
|
|
|
Change in fair value of derivative financial instruments—warrants during the period recognized as a gain in the condensed statements of operations
|
|
—
|
|
|
(2,107
|
)
|
|
March 31, 2020
|
|
Balance of derivative financial instruments—warrants liability
|
|
64,496
|
|
|
$
|
2,020
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Included in research and development expense
|
76,868
|
|
|
110,081
|
|
||
Included in selling, general and administrative expense
|
100,441
|
|
|
89,986
|
|
||
Total stock-based compensation expense
|
$
|
177,309
|
|
|
$
|
200,067
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Risk-free interest rate
|
0.93
|
%
|
|
2.33
|
%
|
Dividend yield
|
0
|
%
|
|
0
|
%
|
Expected volatility of Trovagene common stock
|
102
|
%
|
|
99
|
%
|
Expected term
|
6.0 years
|
|
|
5.1 years
|
|
|
Total Options
|
|
Weighted-Average
Exercise Price
Per Share
|
|
Intrinsic
Value
|
|||||
Balance outstanding, December 31, 2019
|
1,015,418
|
|
|
$
|
12.77
|
|
|
$
|
—
|
|
Granted
|
5,000
|
|
|
$
|
0.74
|
|
|
|
|
|
Canceled / Forfeited
|
(44,910
|
)
|
|
$
|
2.67
|
|
|
|
|
|
Expired
|
(275
|
)
|
|
$
|
259.20
|
|
|
|
|
|
Balance outstanding, March 31, 2020
|
975,233
|
|
|
$
|
13.10
|
|
|
$
|
1,350
|
|
Exercisable at March 31, 2020
|
72,725
|
|
|
$
|
144.72
|
|
|
$
|
—
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
Per Share
|
|
Intrinsic Value
|
|||||
Non-vested RSUs outstanding, December 31, 2019
|
11,301
|
|
|
$
|
15.38
|
|
|
$
|
14,013
|
|
Vested
|
(6,810
|
)
|
|
$
|
13.98
|
|
|
$
|
9,073
|
|
Non-vested RSUs outstanding, March 31, 2020
|
4,491
|
|
|
$
|
17.50
|
|
|
$
|
4,536
|
|
|
Total Warrants (1)
|
|
Weighted-Average
Exercise Price
Per Share (1)
|
|
Weighted-Average
Remaining Contractual
Term (1)
|
|||
Balance outstanding, December 31, 2019
|
10,589,482
|
|
|
$
|
4.08
|
|
|
3.7 years
|
Granted
|
931,967
|
|
|
$
|
0.95
|
|
|
|
Exercised
|
(1,005,072
|
)
|
|
$
|
1.56
|
|
|
|
Balance outstanding, March 31, 2020
|
10,516,377
|
|
|
$
|
4.04
|
|
|
3.6 years
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Increase (Decrease)
|
||||||
Royalties
|
$
|
67,704
|
|
|
$
|
62,021
|
|
|
$
|
5,683
|
|
Total revenues
|
$
|
67,704
|
|
|
$
|
62,021
|
|
|
$
|
5,683
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Increase (Decrease)
|
||||||
Salaries and staff costs
|
$
|
423,973
|
|
|
$
|
403,888
|
|
|
$
|
20,085
|
|
Stock-based compensation
|
76,868
|
|
|
110,081
|
|
|
(33,213
|
)
|
|||
Clinical trials, outside services, and lab supplies
|
1,973,541
|
|
|
1,927,929
|
|
|
45,612
|
|
|||
Facilities and other
|
231,309
|
|
|
206,701
|
|
|
24,608
|
|
|||
Total research and development
|
$
|
2,705,691
|
|
|
$
|
2,648,599
|
|
|
$
|
57,092
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Increase (Decrease)
|
||||||
Salaries and staff costs
|
$
|
493,557
|
|
|
$
|
522,797
|
|
|
$
|
(29,240
|
)
|
Stock-based compensation
|
100,441
|
|
|
89,986
|
|
|
10,455
|
|
|||
Outside services and professional fees
|
494,989
|
|
|
457,832
|
|
|
37,157
|
|
|||
Facilities and other
|
397,032
|
|
|
304,570
|
|
|
92,462
|
|
|||
Total selling, general and administrative
|
$
|
1,486,019
|
|
|
$
|
1,375,185
|
|
|
$
|
110,834
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Increase (Decrease)
|
||||||
Net loss attributable to common shareholders
|
$
|
(4,094,622
|
)
|
|
$
|
(4,179,100
|
)
|
|
$
|
(84,478
|
)
|
Net loss per common share — basic and diluted
|
$
|
(0.41
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(0.61
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding — basic and diluted
|
9,910,306
|
|
|
4,086,561
|
|
|
5,823,745
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
TROVAGENE, INC.
|
|
|
|
|
May 7, 2020
|
By:
|
/s/ Thomas Adams
|
|
|
Thomas Adams
|
|
|
Chief Executive Officer
|
|
|
|
|
TROVAGENE, INC.
|
|
|
|
|
May 7, 2020
|
By:
|
/s/ Brigitte Lindsay
|
|
|
Brigitte Lindsay
|
|
|
VP, Finance
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trovagene, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 7, 2020
|
/s/ Thomas Adams
|
|
Thomas Adams
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trovagene, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 7, 2020
|
/s/ Brigitte Lindsay
|
|
Brigitte Lindsay
|
|
VP, Finance
|
May 7, 2020
|
/s/ Thomas Adams
|
|
Thomas Adams
|
|
Chief Executive Officer
|
May 7, 2020
|
/s/ Brigitte Lindsay
|
|
Brigitte Lindsay
|
|
VP, Finance
|