Opus Genetics, Inc 10-K for FY2019

Opus Genetics, Inc. (IRD)

10-K 2020-02-21 For: 2019-12-31

Added on April 09, 2026

About this 10-K

Opus Genetics, Inc filed this 10-K on February 21, 2020, covering the fiscal year ended December 31, 2019 (FY2019).

Headline figures

Fiscal year ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3M
Net loss: $8.64M; compared with a net loss of $14.37M a year earlier

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Delaware		11-3516358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15245 Shady Grove Road, Suite 455 Rockville, MD		20850
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	REXN	Nasdaq Capital Market

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☑	Smaller reporting company	☑
		Emerging growth company	☐

		Page

PART I		1
Item 1	Description of Business	1
Item 1A	Risk Factors	22
Item 1B	Unresolved Staff Comments	46
Item 2	Description of Property	46
Item 3	Legal Proceedings	46
Item 4	Mine Safety Disclosures	46

PART II		47
Item 5	Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	47
Item 6	Selected Financial Data	47
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 7A	Qualitative and Quantitative Disclosures About Market Risk	54
Item 8	Financial Statements and Supplementary Data	54
Item 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	54
Item 9A	Controls and Procedures	54
Item 9B	Other Information	56

PART III		57
Item 10	Directors, Executive Officers, and Corporate Governance	57
Item 11	Executive Compensation	57
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13	Certain Relationships and Related Transactions; and Director Independence	57
Item 14	Principal Accounting Fees and Services	57
Item 15	Exhibits, Financial Statement Schedules	58
Item 16	Form 10-K Summary	58

SIGNATURES		63

	For the Year Ended December 31,
	2019		2018
Clinical Candidates:
RX-3117	$	3,088,900	$	6,126,200
RX-5902		887,200		3,104,400
RX-0201		175,600		651,200

Preclinical, Personnel and Overhead		1,325,076		3,227,258

Total Research and Development Expenses	$	5,476,776	$	13,109,058

	For the Year Ended December 31,
	2019			2018
Net Cash Used in Operating Activities	$	(10,277,133	)	$	(18,838,638	)
Net Cash Provided By Investing Activities		3,098,551			11,910,996
Net Cash Provided by Financing Activities		7,653,828			6,772,789
Net Increase (Decrease) in Cash and Cash Equivalents	$	475,246		$	(154,853	)

(1)	The following documents are filed as a part of this Annual Report:

	Report of Baker Tilly Virchow Krause, LLP	F-1

	Balance Sheet as of December 31, 2019 and December 31, 2018	F-2

	Statement of Operations for the year ended December 31, 2019 and 2018	F-3

	Statement of Comprehensive Loss for the year ended December 31, 2019 and 2018	F-4

	Statement of Stockholders’ Equity for the year ended December 31, 2019 and 2018	F-5

	Statement of Cash Flows for the year ended December 31, 2019 and 2018	F-6

	Notes to the Financial Statements	F-7

(2)	All financial statement schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the financial statements or the Notes thereto.

(3)	See the accompanying Index to Exhibits filed as a part of this Annual Report, which list is incorporated by reference in this Item.

3.1	Amended and Restated Certificate of Incorporation, filed as Appendix G to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2005, is incorporated herein by reference.

3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 5, 2017, is incorporated herein by reference.

3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 30, 2018 is incorporated herein by reference.

3.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 12, 2019, is incorporated herein by reference.

3.5	Amended and Restated Bylaws, as amended, through March 21, 2014, filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, is incorporated herein by reference.

4.1	Specimen Certificate for the Company’s Common Stock, par value $.0001 per share, filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-129294) filed on October 28, 2005, is incorporated herein by reference.

4.2	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 6, 2015, is incorporated herein by reference.

4.3	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 26, 2016, is incorporated herein by reference.

4.4	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 14, 2016, is incorporated herein by reference.

4.5	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 7, 2017, is incorporated herein by reference.

4.6	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 13, 2017, is incorporated herein by reference.

4.7	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 19, 2018, is incorporated herein by reference.

4.8	Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 25, 2019, is incorporated herein by reference.

4.9	Description of Common Stock.

*10.1	Rexahn Pharmaceuticals, Inc. Stock Option Plan, as amended, filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-129294) filed on October 28, 2005, is incorporated herein by reference.

*10.2	Form of Stock Option Grant Agreement for Employees, filed as Exhibit 4.5.1 to the Company’s Registration Statement on Form S-8 (File No. 333-129294) filed on October 28, 2005, is incorporated herein by reference.

*10.3	Form of Stock Option Grant Agreement for Non-Employee Directors and Consultants, filed as Exhibit 4.5.2 to the Company’s Registration Statement on Form S-8 (File No. 333-129294) filed on October 28, 2005, is incorporated herein by reference.

*10.4	Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, as amended and restated, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 10, 2016, is incorporated herein by reference.

*10.5	First Amendment to the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, as amended and restated as of June 9, 2016, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2017, is incorporated herein by reference.

*10.6	Form of Stock Option Grant Agreement under the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 is incorporated herein by reference.

*10.7	Form of Restricted Stock Unit Agreement under the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, is incorporated herein by reference.

*10.8	Employment Agreement, dated as of January 2, 2018, by and between Rexahn Pharmaceuticals, Inc. and Douglas Swirsky, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2018 is incorporated herein by reference.

*10.9	Amendment to Employment Agreement, dated as of November 14, 2018, by and between Rexahn Pharmaceuticals, Inc. and Douglas Swirsky, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2018 is incorporated herein by reference.

10.10	Lease Agreement, dated June 5, 2009, by and between Rexahn Pharmaceuticals, Inc. and The Realty Associates Fund V, L.P., filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, is incorporated herein by reference.

10.11	First Amendment to Lease Agreement, dated as of June 7, 2013, by and between Rexahn Pharmaceuticals, Inc. and SG Plaza Holdings, LLC, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, is incorporated herein by reference.

10.12	Second Amendment to Lease Agreement, dated as of July 26, 2014, by and between Rexahn Pharmaceuticals, Inc. and SG Plaza Holdings, LLC, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, is incorporated herein by reference.

10.13	Third Amendment to Lease Agreement, dated as of May 6, 2015, by and between Rexahn Pharmaceuticals, Inc. and SG Plaza Holdings, LLC, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, is incorporated herein by reference.

10.14	Fourth Amendment to Lease Agreement, dated as of April 4, 2016, by and between Rexahn Pharmaceuticals, Inc. and SG Plaza Holdings, LLC, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, is incorporated herein by reference.

10.15	Fifth Amendment to Lease Agreement, dated as of April 13, 2017, by and between Rexahn Pharmaceuticals, Inc. and SG Plaza Holdings, LLC, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, is incorporated herein by reference.

10.16	Sixth Amendment to Lease Agreement, dated as of March 19, 2019, by and between Rexahn Pharmaceuticals, Inc. and SG Plaza Holdings, LLC, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, is incorporated herein by reference.

10.17	Form of Securities Purchase Agreement, dated as of November 6, 2015, by and between Rexahn Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2015, is incorporated herein by reference.

10.18	Form of Securities Purchase Agreement, dated as of February 26, 2016, by and between Rexahn Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2016, is incorporated herein by reference.

10.19	Form of Securities Purchase Agreement, dated as of September 14, 2016, by and between Rexahn Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14, 2016, is incorporated herein by reference.

10.20	Form of Securities Purchase Agreement, dated as of June 6, 2017, by and between Rexahn Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2017, is incorporated herein by reference.

10.21	Form of Securities Purchase Agreement, dated as of October 13, 2017, by and between Rexahn Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2017, is incorporated herein by reference.

10.22	Form of Securities Purchase Agreement, dated as of October 17, 2018, by and between Rexahn Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2018, is incorporated herein by reference.

**10.23	Clinical Trial Collaboration and Supply Agreement, dated August 13, 2018, by and between Merck Sharp & Dohme B.V., and Rexahn Pharmaceuticals, Inc., filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, is herein incorporated by reference.

**10.24	Collaboration and License Agreement, dated as of February 25, 2019, between BioSense Global, LLC and Rexahn Pharmaceuticals, Inc., as filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, is herein incorporated by reference.

10.25	Amendment No. 1 to Collaboration and License Agreement, dated as of August 24, 2019, between BioSense Global LLC and Rexahn Pharmaceuticals, Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 29, 2019 is herein incorporated by reference.

23.1	Consent of Baker Tilly Virchow Krause, LLP, independent registered public accounting firm

24.1	Power of Attorney

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)

32.1	Certification of Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350

101	The following materials from Rexahn Pharmaceuticals, Inc.’s Annual Report on Form 10-K, formatted in Extensible Business Reporting Language (“XBRL”): (i) Balance Sheet; (ii) Statement of Operations; (iii) Statement of Comprehensive Loss; (iv) Statement of Stockholders’ Equity; (v) Statement of Cash Flows; and (vi) Notes to the Financial Statements

REXAHN PHARMACEUTICALS, INC.

	By:	/s/ Douglas J. Swirsky
	Douglas J. Swirsky
	Chief Executive Officer and President

Name	Title	Date

/s/ Douglas J. Swirsky	President, Chief Executive Officer	February 21, 2020
Douglas J. Swirsky	and Director (Principal Executive, Financial and Accounting Officer)

/s/ Peter Brandt*	Chairman	February 21, 2020
Peter Brandt

/s/ Charles Beever*	Director	February 21, 2020
Charles Beever

/s/ Kwang Soo Cheong*	Director	February 21, 2020
Kwang Soo Cheong

/s/ Ben Gil Price*	Director	February 21, 2020
Ben Gil Price

/s/ Richard J. Rodgers*	Director	February 21, 2020
Richard J. Rodgers

/s/ Lara Sullivan*	Director	February 21, 2020
Lara Sullivan

* By:	/s/ Douglas J. Swirsky, Attorney-in Fact
	Douglas J. Swirsky, Attorney-in-Fact**

	December 31, 2019			December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	9,219,547		$	8,744,301
Marketable securities		2,997,220			5,981,520
Prepaid expenses and other current assets		447,206			1,173,847
Total Current Assets		12,663,973			15,899,668
Security Deposits		25,681			30,785
Operating Lease Right-of-Use Assets		203,348			-
Equipment, Net		75,770			112,473
Total Assets	$	12,968,772		$	16,042,926
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	1,265,731		$	3,152,550
Deferred revenue		1,500,000			-
Operating lease liabilities, current		139,765			-
Total Current Liabilities		2,905,496			3,152,550
Operating Lease Liabilities, non-current		63,605			-
Warrant Liabilities		41,717			2,307,586
Other Liabilities		-			19,900
Total Liabilities		3,010,818			5,480,036
Commitments and Contingencies (note 14)
Stockholders’ Equity:
Preferred stock, par value $0.0001, 10,000,000 authorized shares, none issued and outstanding		-			-
Common stock, par value $0.0001, 75,000,000 authorized shares, 4,019,141 and 3,122,843 issued and outstanding		402			312
Additional paid-in capital		173,278,144			165,267,656
Accumulated other comprehensive income (loss)		2,084			(17,836	)
Accumulated deficit		(163,322,676	)		(154,687,242	)

Total Stockholders’ Equity		9,957,954			10,562,890

Total Liabilities and Stockholders’ Equity	$	12,968,772		$	16,042,926

	For the Years Ended December 31,
	2019			2018
Revenues:	$	-		$	-

Expenses:
General and administrative		5,738,227			7,428,615
Research and development		5,476,776			13,109,058

Total Expenses		11,215,003			20,537,673

Loss from Operations		(11,215,003	)		(20,537,673	)

Other Income
Interest income		313,700			254,344
Other income		-			368,750
Unrealized gain on fair value of warrants		2,265,869			5,546,049
Total Other Income		2,579,569			6,169,143

Net Loss Before Provision for Income Taxes		(8,635,434	)		(14,368,530	)
Provision for income taxes		-			-
Net Loss	$	(8,635,434	)	$	(14,368,530	)

Net loss per share, basic and diluted	$	(2.18	)	$	(5.25	)

Weighted average number of shares outstanding, basic and diluted		3,960,163			2,738,506

	Common Stock
	Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balances at January 1, 2018		2,639,319	$	264	$	157,143,930	$	(140,318,712	)	$	(56,886	)	$	16,768,596
Issuance of common stock and units, net of issuance costs		480,770		48		6,872,741		-			-			6,872,789
Common stock issued in exchange for services		1,250		-		22,650		-			-			22,650
Common stock issued from vested restricted stock units		1,504		-		-		-			-			-
Stock-based compensation		-		-		1,228,335		-			-			1,228,335
Net loss		-		-		-		(14,368,530	)		-			(14,368,530	)
Other comprehensive income		-		-		-		-			39,050			39,050
Balances at December 31, 2018		3,122,843	$	312	$	165,267,656	$	(154,687,242	)	$	(17,836	)	$	10,562,890
Issuance of common stock and units, net of issuance costs		895,834		90		7,553,738		-			-			7,553,828
Common stock issued from vested restricted stock units		464		-		-		-			-			-
Stock-based compensation		-		-		456,750		-			-			456,750
Net loss		-		-		-		(8,635,434	)		-			(8,635,434	)
Other comprehensive income		-		-		-		-			19,920			19,920
Balances at December 31, 2019		4,019,141	$	402	$	173,278,144	$	(163,322,676	)	$	2,084		$	9,957,954

	Life	Depreciation Method
Furniture and fixtures	7 years	straight line
Office equipment	5 years	straight line
Laboratory equipment	5-7 years	straight line
Computer equipment	3-5 years	straight line
Leasehold improvements	3-5 years	straight line

	December 31, 2019
	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Commercial Paper	$	1,996,216	$	1,184	$	-	$	1,997,400
Corporate Bonds		998,920		900		-		999,820
Total Marketable Securities	$	2,995,136	$	2,084	$	-	$	2,997,220

	December 31, 2019		December 31, 2018

Deposits on contracts	$	-	$	618,417
Prepaid expenses and other current assets		447,206		555,430

	$	447,206	$	1,173,847

	December 31, 2019		December 31, 2018

Trade payables	$	488,285	$	547,519
Accrued expenses		471,700		140,637
Accrued research and development contract costs		221,170		1,782,131
Payroll liabilities		84,576		682,263

	$	1,265,731	$	3,152,550

Right-of-Use Assets	$	203,348

Operating Lease Liabilities
Current	$	139,765
Long Term		63,605
Total Operating Lease Liabilities	$	203,370

Year Ending December 31:
2020	$	155,280
2021		65,364
Minimum lease payments		220,644
Less: Imputed interest		(17,274	)
Present value of minimum lease payments		203,370
Less: current maturities of lease obligations		(139,765	)
Long-term lease obligations	$	63,605

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, January 1, 2019		255,922		$	41.88	7.8 years	$	-
Granted		52,465		$	6.41
Exercised		-		$	-
Expired		(2,080	)	$	97.78
Cancelled		(101,733	)	$	34.99

Outstanding, December 31, 2019		204,574		$	35.60	7.3 years	$	-
Exercisable, December 31, 2019		123,263		$	51.15	6.2 years	$	-

	2019
	Number of Options			Weighted Average Fair Value at Grant Date
Unvested at January 1, 2019		131,531		$	13.19
Granted		52,465		$	4.20
Vested		(51,386	)	$	14.12
Cancelled		(51,299	)	$	11.47

Unvested at December 31, 2019		81,311		$	7.90

	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2019		1,394		$	22.08
Granted		-		$	-
Vested and Released		(464	)	$	22.08
Cancelled		(930	)	$	22.08

Outstanding, December 31, 2019		-		$	-

	Number of Warrants:
Warrant Issuance	December 31, 2019		December 31, 2018		Exercise Price		Expiration Date
Liability-classified Warrants
January 2014 Investors		-		39,683	$	153.60	Jan. 2019
November 2015 Investors		104,168		104,168	$	63.60	May 2021
November 2015 Placement Agent		279		279	$	63.60	Nov. 2020
March 2016 Investors		50,651		50,651	$	50.40	Sept. 2021
September 2016 Investors		67,084		67,084	$	36.00	Mar. 2022
June 2017 Investors		126,264		126,264	$	48.00	Dec. 2022
June 2017 Placement Agent		15,153		15,153	$	49.50	June 2022
October 2017 Investors		136,058		136,058	$	34.20	Apr. 2023
October 2017 Placement Agent		16,327		16,327	$	36.72	Oct. 2022
Total liability classified warrants		515,984		555,667

Equity-classified Warrants
October 2018 Investors		480,771		480,771	$	20.04	Apr. 2024
October 2018 Placement Agent		28,848		28,848	$	19.50	Oct. 2023
January 2019 Investors		895,886		-	$	9.60	Jan. 2024
Total equity-classified warrants		1,405,505		509,619

Total outstanding warrants		1,921,489		1,065,286

	Number of Warrants
	Liability- classified			Equity- classified		Total			Weighted average exercise price
Balance, January 1, 2019		555,667			509,619		1,065,286		$	37.52
Issued during the period		-			895,886		895,886		$	9.60
Exercised during the period		-			-		-		$	-
Expired during the period		(39,683	)		-		(39,683	)	$	153.60

Balance, December 31, 2019		515,984			1,405,505		1,921,489		$	22.10

	Fair Value as of:
Warrant Issuance:	December 31, 2019		December 31, 2018
November 2015 Investors	$	55	$	234,918
November 2015 Placement Agent		-		435
March 2016 Investor		439		160,099
September 2016 Investors		3,196		333,834
June 2017 Investors		11,736		623,324
June 2017 Placement Agent		845		65,149
October 2017 Investors		23,772		801,551
October 2017 Placement Agent		1,674		88,276
Total:	$	41,717	$	2,307,586

	December 31, 2019			December 31, 2018
Trading market prices	$	1.91		$	11.16
Estimated future volatility		102	%		105	%
Dividend		-			-
Estimated future risk-free rate		1.57-1.72	%		2.35-2.53	%
Equivalent volatility		85-94	%		99-104	%
Equivalent risk-free rate		1.57-1.59	%		2.51-2.55	%
Fundamental transaction likelihood		50	%		5	%
Fundamental transaction timing	April 2020			End of warrant term

	December 31, 2019			December 31, 2018

Net Operating Loss Carryforwards	$	43,844,000		$	41,184,000
Stock Compensation Expense		1,191,000			1,608,000
Book Tax Differences on Assets and Liabilities		464,000			195,000
Valuation Allowance		(45,499,000	)		(42,987,000	)

Net Deferred Tax Assets	$	-		$	-

Level 1 Inputs	—	Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company;

Level 2 Inputs	—	Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 Inputs	—	Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.

Fair Value Measurements at December 31, 2019
	Total		Level 1		Level 2		Level 3
Assets:
Commercial Paper	$	1,997,400	$	-	$	1,997,400	$	-
Corporate Bonds		999,820		-		999,820		-
Total Assets:	$	2,997,220	$	-	$	2,997,220	$	-

Liabilities:
Warrant Liabilities	$	41,717	$	-	$	-	$	41,717

	Warrant Liabilities
Balance at January 1, 2019	$	2,307,586
Unrealized gains, net		(2,265,869	)
Balance at December 31, 2019	$	41,717