Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Protagenic Therapeutics, Inc.\new | |
Entity Central Index Key | 1,022,899 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,261,419 | |
Trading Symbol | PTIX | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 343,287 | $ 399,687 |
Marketable securities | 1,082,557 | 1,285,753 |
Prepaid expenses | 42,292 | 94,542 |
TOTAL CURRENT ASSETS | 1,468,136 | 1,779,982 |
EQUIPMENT - NET | 908 | 1,022 |
TOTAL ASSETS | 1,469,044 | 1,781,004 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 84,468 | 135,854 |
Derivative liability | 419,678 | 425,838 |
TOTAL CURRENT LIABILITIES | 504,146 | 561,692 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | ||
Common stock, $.0001 par value, 100,000,000 shares authorized, 10,261,419 shares issued and outstanding at March 31, 2018, and December 31, 2017, respectively | 1,026 | 1,026 |
Additional paid-in-capital | 12,572,496 | 12,227,849 |
Accumulated deficit | (11,439,918) | (10,841,759) |
Accumulated other comprehensive loss | (168,707) | (167,805) |
TOTAL STOCKHOLDERS' EQUITY | 964,898 | 1,219,312 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,469,044 | 1,781,004 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | $ 1 | $ 1 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,261,419 | 10,261,419 |
Common stock, shares outstanding | 10,261,419 | 10,261,419 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 18,000,000 | 18,000,000 |
Preferred stock, shares issued | 872,766 | 872,766 |
Preferred stock, shares outstanding | 872,766 | 872,766 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING AND ADMINISTRATIVE EXPENSES | ||
Research and development | 190,414 | 138,812 |
General and administrative | 416,270 | 519,108 |
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES | 606,684 | 657,920 |
LOSS FROM OPERATIONS | (606,684) | (657,920) |
OTHER (EXPENSE) INCOME | ||
Interest income | 1,581 | 184 |
Realized gain on marketable securities | 784 | |
Change in fair value of derivative liability | 6,160 | (117) |
TOTAL OTHER INCOME | 8,525 | 67 |
NET LOSS | (598,159) | (657,853) |
Other Comprehensive Income - net of tax | ||
Net unrealized loss on marketable securities | (75) | |
Foreign exchange translation gain (loss) | (827) | 2,030 |
TOTAL COMPREHENSIVE LOSS | $ (599,061) | $ (655,823) |
Net loss per share - Basic and Diluted | $ (0.06) | $ (0.06) |
Weighted average common shares - Basic and Diluted | 10,261,419 | 10,257,078 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (598,159) | $ (657,853) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 89 | 917 |
Stock based compensation | 344,647 | 355,336 |
Change in fair value of the derivative liability | (6,160) | 117 |
Gain on sale of marketable securities | (784) | |
Changes in operating assets and liabilities | ||
Prepaid expenses | 52,250 | 36,250 |
Accounts payable and accrued expenses | (50,892) | (92,164) |
NET CASH USED IN OPERATING ACTIVITIES | (259,009) | (357,397) |
CASH FLOWS PROVIDED BYINVESTING ACTIVITIES | ||
Sale of marketable securities | 1,635,000 | |
Purchase of marketable securities | (1,429,668) | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 205,332 | |
Effect of exchange rate on cash and cash equivalents | (2,723) | 1,995 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (56,400) | (355,402) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 399,687 | 3,100,398 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 343,287 | 2,744,996 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
NONCASH TRANSACTIONS | ||
Unrealized gain on marketable securities | $ (1,352) |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc., a corporation formed in 2006 under the laws of the Province of Ontario, Canada. The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Act, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. through a reverse merger. On June 17, 2016, Protagenic Therapeutics, Inc. (the then wholly-owned subsidiary of Atrinsic, Inc.) was merged with and into Atrinsic, Inc. Atrinsic, Inc. was the surviving corporation in this merger and changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc. Reverse Business Combination (Merger) On February 12, 2016 (“Closing Date”), Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company (which at the time was named Atrinsic, Inc.), merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of prior Protagenic and will continue the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred a net loss of $598,159 and $657,853 for the three months ended March 31, 2018 and 2017, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $11,439,918 as of March 31, 2018. The Company anticipates further losses in the development of its business. The Company had a net working capital of $963,990 at March 31, 2018 as a result of the continuing operations of the company. Based on its current forecast and budget, Management believes that its cash resources will be sufficient to fund its operations at least until the third quarter of 2018. Absent generation of sufficient revenue from the execution of the Company’s business plan, it will need to obtain debt or equity financing by the fourth quarter of 2018. As reflected in the unaudited condensed consolidated financial statements, the Company had an accumulated deficit at March 31, 2018, a net loss and net cash used in operating activities for the three months ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K/A filed with the SEC on April 5, 2018. The interim results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods. Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the unaudited condensed consolidated financial statements. Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the unaudited condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, impairment of goodwill, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2018, and December 31, 2017, the Company did not have any cash equivalents. Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is 3 years. Depreciation expense was not material for the three months ended March 31, 2018 and 2017. Marketable Securities The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”). Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the unaudited condensed consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. During the three months ended March 31, 2018 the Company purchased $1,429,668 and sold $1,635,000 in marketable securities with a realized gain of $784 and an unrealized gain of $1,352. As of December 31, 2017, the Company owns marketable securities with a total value of $1,082,235. As of March 31, 2018, the marketable securities have maturity dates ranging from April 5, 2018 to July 26, 2018. Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is 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. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of March 31, 2018. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,082,557 — 1,082,557 — 1,082,557 Derivative warrants liabilities $ (419,678 ) $ — $ — $ (419,678 ) $ (419,678 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,285,753 — 1,285,753 — 1,285,753 Derivative warrants liabilities $ (425,838 ) $ — $ — $ (425,838 ) $ (425,838 ) The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2018: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2016 $ 425,838 Change in fair value of derivative warrants liabilities (6,160 ) Balance, December 31, 2017 $ 419,678 The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions: December 31, 2017 March 31, 2018 Exercise price 1.25 1.25 Risk free interest rate 1.98 % 2.39 % Dividend yield 0.00 % 0.00 % Expected volatility 144 % 146 % Contractual term 3.15 Years 2.90 Years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the three months ended March 31, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $6,160 and a loss of $117 relating to the change in fair value, respectively. Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative 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. Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the 2016 Plan payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The company recognizes the impact of forfeitures when they occur. Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees, Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially Outstanding Dilutive Common Shares For the Three Months Ended March 31, 2018 For the Year Ended December 31, 2017 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Option 3,846,299 3,566,299 Warrant 3,826,658 3,826,658 Total potentially outstanding dilutive common shares 8,545,723 8,265,723 Research and Development Research and development expenses are charged to operations as incurred. Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: March 31, 2018 December 31, 2017 Accounting $ 10,823 $ 161 Research and development 63,919 124,728 Other 9,726 10,965 $ 84,468 $ 135,854 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 5 - DERIVATIVE LIABILITIES Upon closing of the private placement transactions on February 12, 2016, the Company issued 127,346 and 295,945 warrants, to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively, to purchase the Company’s Series B Preferred Stock with an exercise price of $1.25 and a five-year term. The warrants have a cashless exercise feature that requires the Company to classify the warrants as a derivative liability. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 6 - STOCKHOLDERS’ EQUITY (DEFICIT) Stock-Based Compensation In connection with the consummation of the Merger completed on February 12, 2016, we adopted the pre-merger Protagenic Therapeutics, Inc.’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted our 2016 Equity Compensation Plan (the “2016 Plan”) and, as a result, we terminated the 2006 Plan. We will not grant any further awards under the 2006 Plan. All outstanding grants under the 2006 Plan will continue in effect in accordance with the terms of the particular grant and the 2006 Plan. Pursuant to the 2016 Plan, the Company’s Compensation Committee may grant awards to any employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. On January 1, 2017, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 shares. As a result of this increase, as of January 1, 2018, the aggregate number of shares of common stock available for awards under the 2016 Plan is 2,712,678. Options issued under the 2016 Plan are exercisable for up to 10 years from the date of issuance. There were 3,846,299 options outstanding as of March 31, 2018. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.25 - $1.75 Expected dividend yield 0 % Risk free interest rate 2.56% - 2.74 % Expected life in years 4.25-9.90 Expected volatility 144% - 147 % There were 3,566,299 options outstanding as of March 31, 2017. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.00 - $1.25 Expected dividend yield 0 % Risk free interest rate 1.93% - 2.40 % Expected life in years 4.60 – 9.84 Expected volatility 210% - 266 % The following is an analysis of the stock option grant activity under the Plan: Weighted Average Weighted Average Remaining Number Exercise Price Life Stock Options Outstanding January 1, 2017 2,484,445 $ 1.18 9.82 Granted 1,103,000 $ 1.68 8.96 Expired (21,146 ) $ 1.00 Outstanding December 31, 2017 3,566,299 $ 1.33 8.05 Granted 280,000 $ 1.75 9.90 Expired - Outstanding March 31, 2018 3,846,299 $ 1.36 7.96 A summary of the status of the Company’s nonvested shares as of March 31, 2018, and changes during the three months ended March 31, 2018, is presented below: Nonvested Shares Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2018 1,492,861 $ 1.54 Granted 280,000 $ 1.75 Vested (296,609 ) $ 1.52 Forfeited - - Nonvested at March 31, 2018 1,476,252 $ 1.54 As of March 31, 2018, the Company had 3,846,299 shares issuable under options outstanding at a weighted average exercise price of $1.36 and an intrinsic value of $181,537. The total number of options granted during the three months ended March 31, 2018 and 2017 was 280,000 and 150,000, respectively. The exercise price for these options was $1.75 per share or $1.25 per share. The Company recognized compensation expense related to options issued of $344,647 and $355,336 during the three months ended March 31, 2018 and 2017, respectively, which is included in general and administrative expenses and research and development expenses. For the three months ended March 31, 2018, $166,213 of the stock compensation was related to employees and $178,434 was related to non-employees. As of March 31, 2018, the unamortized stock option expense was $1,825,468 with $897,671 being related to employees and $927,797 being related to non-employees. As of March 31, 2018, the weighted average period for the unamortized stock compensation to be recognized is 2.93 years. On January 24, 2018, the Company entered into a consulting agreement (the “Agreement”) with NeuroAssets Sàrl (“Consultant”), a Swiss company. As part of the agreement, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of 10 years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by Consultant. During the first quarter the Company granted 80,000 stock options to four consultants. 50,000 of these options vest immediately and the remaining 30,000 options vest monthly over 48 months, have an exercise price of $1.75, and have a term of 10 years. Warrants: In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 for 1 basis, into new warrants (the “ New Warrants Simultaneous with the Merger and the Private Offering, New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.05 per share were issued to holders of Prior Protagenic warrants; additionally, holders of $665,000 of our debt and $35,000 of accrued interest exchanged such debt for five-year warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share. Placement Agent Warrants to purchase 127,346 shares of Series B Preferred Stock at an exercise price of $1.25 per share were issued in connection with the Private offering. These warrants to purchase 423,291 shares of Series B Preferred Stock have been recorded as derivative liabilities. See Note 5. A summary of warrant issuances are as follows: Weighted Average Weighted Average Remaining Number Exercise Price Life Warrants Outstanding January 1, 2018 3,826,658 $ 1.05 4.69 Granted - - - Outstanding March 31, 2018 3,826,658 $ 1.05 4.44 As of March 31, 2018 the Company had 3,826,658 shares issuable under warrants outstanding at a weighted average exercise price of $1.05 and an intrinsic value of $763,342. |
Collaborative Agreements
Collaborative Agreements | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Agreements | NOTE 7 - COLLABORATIVE AGREEMENTS The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 (the “Research Agreement”) for the performance of a research project titled “Evidence for existence of TCAP receptors in neurons” (the “Project”). The Research Agreement expired on March 31, 2013. The Company and the University entered into an agreement effective April 1, 2014 (the “New Research Agreement”) for the performance of a research project titled “Teneurin C-terminal Associated Peptide (“TCAP”) mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism” (the “New Project”). The New Project is to perform research related to work done by a professor at the University and stockholder of the Company (the “Professor”) in regard to TCAP mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism. In addition to the New Research Agreement, the Professor entered into an agreement with the University in order to commercialize certain technologies. The New Research Agreement expired on March 30, 2016. In February 2017, the New Research Agreement was extended to December 31, 2016 which allows for further development of the technologies and use of their applications. Upon expiration of the agreement, payments to the University and research support from the University will suspend until an agreement can be made. Prior to January 1, 2016, the University has been granted 25,000 stock options which are fully vested at the exercise price of $1.00 exercisable over a 10 year period which ends on April 1, 2022. As of March 31, 2018 the Professor has been granted 533,299 stock options, of which 396,451 are fully vested, at an exercise price of $1.00, $1.25 or 1.75 exercisable over 10 or 13 year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027 or on October 16, 2027. The sponsorship research and development expenses pertaining to the Research Agreements were $0 and $23,002 for the three months ended March 31, 2018 and 2017, respectively. |
Licensing Agreements
Licensing Agreements | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Licensing Agreements | NOTE 8 - LICENSING AGREEMENTS On July 31, 2005, the Company had entered into a Technology License Agreement (“License Agreement”) with the University pursuant to which the University agreed to license to the Company patent rights and other intellectual property, among other things (the “Technologies”). The Technology License Agreement was amended on February 18, 2015 and currently does not provide for an expiration date. Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% of net sales of any product based on the Technologies. If the Company elects to sublicense any rights under the License Agreement and amendment, the Company agrees to pay to the University 10% of any up-front sub-license fees for any sub-licenses that occurred on or after September 9, 2006, and, on behalf of the sub-licensee, 2.5% of net sales by the sub-licensee of all products based on the Technologies. The Company had no sales revenue for the three months ended March 31, 2018 and 2017 and therefore was not subject to paying any royalties. In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3% per annum. All intellectual property rights resulting from the Technologies or improvements thereon will remain the property of the other inventors and/or the Professor, and/or the University, as the case may be. The Company has agreed to pay all out-of- pocket filing, prosecution and maintenance expenses in connection with any patents relating to the Technologies. In the case of infringement upon any patents relating to the Technologies, the Company may elect, at its own expense, to bring a cause of action asserting such infringement. In such a case, after deducting any legal expenses the Company may incur, any settlement proceeds will be subject to the 2.5% royalty payment owed to the University under the License Agreement and amendment. The patent applications were made in the name of the Professor and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the six intellectual patent properties. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 - COMMITMENTS AND CONTINGENCIES Consulting Agreement The Company had an employment agreement with a former officer (the “Former Officer”) which expired on December 31, 2015. The employment agreement indicated a salary of $6,489 per month plus a bonus, including healthcare benefits. The Former Officer was also granted 75,000 stock options, valued at $64,223 using the Black-Scholes calculation of which $53,519 was expensed in 2015. Upon the expiration of the employment agreement, the Company and Former Officer entered into a consulting agreement in its place, which provides that the Company may retain the Former Officer as a consultant on an as-needed basis. As a consultant, the Former Officer is responsible for Canadian financial reporting, data compilation, and document retrieval services, reporting to the Chief Financial Officer, and to endeavor to secure Canadian non-dilutive grant funding for the Company. The Former Officer has been granted 250,000 stock options in total, 25,000 of which expired unexercised. The remaining 225,000 are fully vested, at exercise prices of $1.00 and $1.25, with certain options expiring on March 30, 2021, March 1, 2024 and March 9, 2025. Either party may terminate the agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of the agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Former Officer will have any further obligations under the consulting agreement. The Company has accrued $0 to the Former Officer for research and development projects and paid the equivalent in U.S. dollars of $8,440 during the three months ended March 31, 2018. Consulting Agreement PTI Canada entered into a consulting agreement (the “PTI Canada Consulting Agreement”) with a stockholder of the Company (the “Consultant”) which, as amended, expires on December 31, 2017. Pursuant to the PTI Canada Consulting Agreement, the Consultant is responsible for overseeing i) design and development of enzyme-linked immunosorbent assay (“ELISA”), assays for measuring TCAP, ii) evaluation of TCAP exposure biomarker assay, iii) development of pipeline peptides, and iv) development of clinically compatible formulations for TCAP, as well as all of the bench research and development of formulation and extraction methods. The Consultant has been granted 150,000 stock options, which are fully vested at exercise prices of $1.00 and $1.25, exercisable over 10 year periods which end either on March 30, 2021 or March 1, 2025. The Consultant is paid the Canadian equivalent of approximately US$2,370 per month. Either party may terminate the PTI Canada Consulting Agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of such agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Consultant will have any further obligations under the PTI Canada Consulting Agreement. As of the first quarter of 2018, the Company will no longer be making the fixed monthly payments and will instead be paying the Consultant for their services on an as needed basis. The Company has accrued $0 to pay the Consultant for research and development projects during the three months ended March 31, 2018 and paid $2,017 during the three months ended March 31, 2018. On January 24, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with NeuroAssets Sàrl (“NeuroAssets”), a Swiss company. Under the Consulting Agreement, NeuroAssets will provide us with advisory services relating to introductions and presentations to pharmaceutical companies who could potentially become our corporate partners. The Consulting Agreement may be terminated by either party at any time upon notice. The Company plans to pay NeuroAssets $5,000 per month until such time as the Consulting Agreement is terminated. The Consulting Agreement also provided for the grant of options to NeuroAssets. Accordingly, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of 10 years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by NeuroAssets. Legal Proceedings From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2018 and 2017. As this is an interim period financial statement, certain adjustments are not necessary as with a financial period of a full year. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K/A filed with the SEC on April 5, 2018. The interim results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods. |
Principles of Consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the unaudited condensed consolidated financial statements. |
Use of Estimates | Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the unaudited condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, impairment of goodwill, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2018, and December 31, 2017, the Company did not have any cash equivalents. |
Equipment | Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is 3 years. Depreciation expense was not material for the three months ended March 31, 2018 and 2017. |
Marketable Securities | Marketable Securities The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”). Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the unaudited condensed consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. During the three months ended March 31, 2018 the Company purchased $1,429,668 and sold $1,635,000 in marketable securities with a realized gain of $784 and an unrealized gain of $1,352. As of December 31, 2017, the Company owns marketable securities with a total value of $1,082,235. As of March 31, 2018, the marketable securities have maturity dates ranging from April 5, 2018 to July 26, 2018. |
Fair Value Measurements | Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is 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. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of March 31, 2018. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,082,557 — 1,082,557 — 1,082,557 Derivative warrants liabilities $ (419,678 ) $ — $ — $ (419,678 ) $ (419,678 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,285,753 — 1,285,753 — 1,285,753 Derivative warrants liabilities $ (425,838 ) $ — $ — $ (425,838 ) $ (425,838 ) The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2018: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2016 $ 425,838 Change in fair value of derivative warrants liabilities (6,160 ) Balance, December 31, 2017 $ 419,678 The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions: December 31, 2017 March 31, 2018 Exercise price 1.25 1.25 Risk free interest rate 1.98 % 2.39 % Dividend yield 0.00 % 0.00 % Expected volatility 144 % 146 % Contractual term 3.15 Years 2.90 Years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the three months ended March 31, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $6,160 and a loss of $117 relating to the change in fair value, respectively. |
Derivative Liability | Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the 2016 Plan payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The company recognizes the impact of forfeitures when they occur. |
Stock-Based Compensation for Non-Employees | Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees, |
Basic and Diluted Net (Loss) Per Common Share | Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially Outstanding Dilutive Common Shares For the Three Months Ended March 31, 2018 For the Year Ended December 31, 2017 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Option 3,846,299 3,566,299 Warrant 3,826,658 3,826,658 Total potentially outstanding dilutive common shares 8,545,723 8,265,723 |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. |
Foreign Currency Translation | Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the unaudited condensed consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s unaudited condensed consolidated financial statements. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of March 31, 2018. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,082,557 — 1,082,557 — 1,082,557 Derivative warrants liabilities $ (419,678 ) $ — $ — $ (419,678 ) $ (419,678 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,285,753 — 1,285,753 — 1,285,753 Derivative warrants liabilities $ (425,838 ) $ — $ — $ (425,838 ) $ (425,838 ) |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2018: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2016 $ 425,838 Change in fair value of derivative warrants liabilities (6,160 ) Balance, December 31, 2017 $ 419,678 |
Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | December 31, 2017 March 31, 2018 Exercise price 1.25 1.25 Risk free interest rate 1.98 % 2.39 % Dividend yield 0.00 % 0.00 % Expected volatility 144 % 146 % Contractual term 3.15 Years 2.90 Years |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | Potentially Outstanding Dilutive Common Shares For the Three Months Ended March 31, 2018 For the Year Ended December 31, 2017 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Option 3,846,299 3,566,299 Warrant 3,826,658 3,826,658 Total potentially outstanding dilutive common shares 8,545,723 8,265,723 |
Accounts Payable and Accrued 17
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following at: March 31, 2018 December 31, 2017 Accounting $ 10,823 $ 161 Research and development 63,919 124,728 Other 9,726 10,965 $ 84,468 $ 135,854 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | There were 3,846,299 options outstanding as of March 31, 2018. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.25 - $1.75 Expected dividend yield 0 % Risk free interest rate 2.56% - 2.74 % Expected life in years 4.25-9.90 Expected volatility 144% - 147 % There were 3,566,299 options outstanding as of March 31, 2017. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.00 - $1.25 Expected dividend yield 0 % Risk free interest rate 1.93% - 2.40 % Expected life in years 4.60 – 9.84 Expected volatility 210% - 266 % |
Schedule of Share-based Compensation, Stock Options, Activity | The following is an analysis of the stock option grant activity under the Plan: Weighted Average Weighted Average Remaining Number Exercise Price Life Stock Options Outstanding January 1, 2017 2,484,445 $ 1.18 9.82 Granted 1,103,000 $ 1.68 8.96 Expired (21,146 ) $ 1.00 Outstanding December 31, 2017 3,566,299 $ 1.33 8.05 Granted 280,000 $ 1.75 9.90 Expired - Outstanding March 31, 2018 3,846,299 $ 1.36 7.96 |
Schedule of Share-based Compensation Nonvested Shares | A summary of the status of the Company’s nonvested shares as of March 31, 2018, and changes during the three months ended March 31, 2018, is presented below: Nonvested Shares Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2018 1,492,861 $ 1.54 Granted 280,000 $ 1.75 Vested (296,609 ) $ 1.52 Forfeited - - Nonvested at March 31, 2018 1,476,252 $ 1.54 |
Summary of Warrant Issuances | A summary of warrant issuances are as follows: Weighted Average Weighted Average Remaining Number Exercise Price Life Warrants Outstanding January 1, 2018 3,826,658 $ 1.05 4.69 Granted - - - Outstanding March 31, 2018 3,826,658 $ 1.05 4.44 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 598,159 | $ 657,853 | |
Accumulated deficit | 11,439,918 | $ 10,841,759 | |
Net working capital | $ 963,990 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Cash equivalents, at carrying value | |||
Payments to acquire marketable securities | 1,429,668 | ||
Proceeds from sale of marketable securities | 1,635,000 | ||
Marketable securities, gross realized (gain) loss | 784 | ||
Marketable securities, gross unrealized gain (loss) | 1,352 | ||
Marketable securities | $ 1,082,235 | ||
Marketable securities maturity dates | April 5, 2018 to July 26, 2018. | ||
Expected dividend yield percentage | 0.00% | 0.00% | |
Derivative, gain (loss) on derivative, net | $ (6,160) | $ 117 | |
Private Placement [Member] | Placement Agent Warrants [Member] | |||
Class of warrant or right, issued | 127,346 | ||
Private Placement [Member] | Debt Settlement [Member] | Strategic Bio Partners [Member] | |||
Class of warrant or right, issued | 295,945 | ||
Equipment [Member] | |||
Property, plant and equipment, useful life | 3 years |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Marketable securities | $ 1,082,235 | |
Reported Value Measurement [Member] | ||
Marketable securities | 1,082,557 | $ 1,285,753 |
Derivative warrants liabilities | (419,678) | (425,838) |
Estimate of Fair Value Measurement [Member] | ||
Marketable securities | 1,082,557 | 1,285,753 |
Derivative warrants liabilities | (419,678) | (425,838) |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Marketable securities | ||
Derivative warrants liabilities | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Marketable securities | 1,285,753 | |
Derivative warrants liabilities | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Marketable securities | ||
Derivative warrants liabilities | $ (425,838) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Balance | $ 425,838 |
Change in fair value of derivative warrants liabilities | (6,160) |
Balance | $ 419,678 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Exercise price | $ 1.25 | $ 1.25 |
Risk free interest rate | 2.39% | 1.98% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 146.00% | 144.00% |
Contractual term | 2 years 10 months 25 days | 3 years 1 month 24 days |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Total potentially outstanding dilutive common shares | 8,545,723 | 8,265,723 |
Conversion Feature Shares [Member] | ||
Total potentially outstanding dilutive common shares | 872,766 | 872,766 |
Stock Option [Member] | ||
Total potentially outstanding dilutive common shares | 3,846,299 | 3,566,299 |
Warrant [Member] | ||
Total potentially outstanding dilutive common shares | 3,826,658 | 3,826,658 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounting | $ 10,823 | $ 161 |
Research and development | 63,919 | 124,728 |
Other | 9,726 | 10,965 |
Accounts payable and accrued expenses | $ 84,468 | $ 135,854 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - Series B Preferred Stock [Member] - Private Placement [Member] - $ / shares | Feb. 12, 2016 | Mar. 31, 2018 |
Class of warrant or right, issued during period | 127,346 | |
Class of warrant or right, exercise price of warrants or rights | $ 1.25 | $ 1.25 |
Class of warrant or right, expiration period | 5 years | 5 years |
Debt Settlement [Member] | Strategic Bio Partners [Member] | ||
Class of warrant or right, issued during period | 295,945 | |
Class of warrant or right, exercise price of warrants or rights | $ 1.25 | |
Class of warrant or right, expiration period | 5 years |
Stockholders' Equity (Deficit27
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Feb. 20, 2018 | Jan. 02, 2017 | Feb. 12, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 24, 2018 | Dec. 31, 2016 |
Stock options outstanding | 3,846,299 | 3,566,299 | 2,484,445 | |||||
Stock options outstanding weighted average exercise price | $ 1.36 | $ 1.33 | $ 1.18 | |||||
Stock options intrinsic value | $ 181,537 | |||||||
Number of stock options granted | 280,000 | 1,103,000 | ||||||
Stock option weighted average exercise price per share | $ 1.75 | $ 1.68 | ||||||
Stock options granted, term | 8 years 18 days | 9 years 9 months 25 days | ||||||
Number of stock options vested | (296,609) | |||||||
Class of warrant or right, outstanding | 3,826,658 | 3,826,658 | ||||||
Class of warrant or right, outstanding, weighted average exercise price | $ 1.05 | $ 1.05 | ||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||
Class of warrant or right, number of securities called by warrants or rights | 423,291 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.25 | $ 1.25 | ||||||
Class of warrant or right, expiration period | 5 years | 5 years | ||||||
Protagenic Therapeutics Inc [Member] | ||||||||
Debt instrument, face amount | $ 665,000 | |||||||
Protagenic Therapeutics Inc [Member] | Predecessor Warrants [Member] | ||||||||
Class of warrant or right, number of securities called by warrants or rights | 295,945 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.25 | |||||||
Protagenic Therapeutics Inc [Member] | Placement Agent Warrants [Member] | ||||||||
Class of warrant or right, number of securities called by warrants or rights | 127,346 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.25 | |||||||
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||
Class of warrant or right, number of securities called by warrants or rights | 3,403,367 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.05 | |||||||
Four Consultant [Member] | ||||||||
Number of stock options granted | 80,000 | |||||||
Stock option granted vesting period | 48 months | |||||||
Stock options granted, term | 10 years | |||||||
Number of stock options vested | 50,000 | |||||||
Former Consultant [Member] | ||||||||
Stock options outstanding weighted average exercise price | $ 1.75 | |||||||
Consulting Agreement [Member] | Neuro Assets Sarl [Member] | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 200,000 | |||||||
Employee [Member] | ||||||||
Compensation expense | $ 166,213 | |||||||
Non-Employee [Member] | ||||||||
Compensation expense | $ 178,434 | |||||||
Four Consultants [Member] | Over Fourty Eight Months [Member] | ||||||||
Number of stock options vested | 30,000 | |||||||
Stock Option [Member] | ||||||||
Number of stock options granted | 280,000 | 150,000 | ||||||
Stock option weighted average exercise price per share | $ 1.75 | $ 1.25 | ||||||
Compensation expense | $ 344,647 | $ 355,336 | ||||||
Employee Stock Option [Member] | ||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 1,825,468 | |||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 11 months 4 days | |||||||
Employee Stock Option [Member] | Employee [Member] | ||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 897,671 | |||||||
Employee Stock Option [Member] | Non-Employee [Member] | ||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 927,797 | |||||||
The 2016 Plan [Member] | ||||||||
Number of additional shares grants for issuance | 564,378 | |||||||
Number of shares available for grant | 2,712,678 | |||||||
Share-based payment award, expiration period | 10 years | |||||||
2016 Equity Compensation Plan [Member] | ||||||||
Stock options outstanding weighted average exercise price | $ 1.75 | |||||||
Stock option granted vesting period | 48 months | |||||||
Stock options granted, term | 10 years | |||||||
2016 Equity Compensation Plan [Member] | Consulting Agreement [Member] | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 200,000 | |||||||
Stock option granted vesting period | 48 months | |||||||
Stock options granted, term | 10 years |
Stockholders' Equity (Deficit28
Stockholders' Equity (Deficit) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Exercise price | $ 1.25 | $ 1 |
Risk free interest rate | 2.56% | 1.93% |
Expected life in years | 4 years 2 months 30 days | 4 years 7 months 6 days |
Expected volatility | 144.00% | 210.00% |
Maximum [Member] | ||
Exercise price | $ 1.75 | $ 1.25 |
Risk free interest rate | 2.74% | 2.40% |
Expected life in years | 9 years 10 months 25 days | 9 years 10 months 3 days |
Expected volatility | 147.00% | 266.00% |
Stockholders' Equity (Deficit29
Stockholders' Equity (Deficit) - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Stock Options outstanding, Beginning | 3,566,299 | 2,484,445 |
Stock Options, Granted | 280,000 | 1,103,000 |
Stock Options, Expired | (21,146) | |
Stock Options outstanding, Ending | 3,846,299 | 3,566,299 |
Weighted Average Exercisable Price, Stock Options Outstanding, Beginning | $ 1.33 | $ 1.18 |
Weighted Average Exercisable Price, Stock Options Outstanding, Granted | 1.75 | 1.68 |
Weighted Average Exercisable Price, Stock Options Outstanding, Expired | 1 | |
Weighted Average Exercisable Price, Stock Options Outstanding, Ending | $ 1.36 | $ 1.33 |
Weighted average remaining life, stock options outstanding, Beginning | 8 years 18 days | 9 years 9 months 25 days |
Weighted average remaining life, stock options outstanding, granted | 9 years 10 months 25 days | 8 years 11 months 15 days |
Weighted average remaining life, stock options outstanding, Ending | 7 years 11 months 15 days | 8 years 18 days |
Stockholders' Equity (Deficit30
Stockholders' Equity (Deficit) - Schedule of Share-based Compensation Nonvested Shares (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Nonvested Shares, beginning balance | shares | 1,492,861 |
Nonvested Shares, Granted | shares | 280,000 |
Nonvested Shares, Vested | shares | (296,609) |
Nonvested Shares, Forfeited | shares | |
Nonvested Shares, ending balance | shares | 1,476,252 |
Weighted Average Grant Date Fair Value, beginning balance | $ / shares | $ 1.54 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.75 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.52 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, ending balance | $ / shares | $ 1.54 |
Stockholders' Equity (Deficit31
Stockholders' Equity (Deficit) - Summary of Warrant Issuances (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 3,826,658 |
Number of Warrants Outstanding, Granted | shares | |
Number of Warrants Outstanding, Ending | shares | 3,826,658 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning | $ / shares | $ 1.05 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted | $ / shares | |
Number of Warrants Outstanding, Weighted Average Exercise Price, Ending | $ / shares | $ 1.05 |
Number of Warrants Outstanding, Weighted Average Remaining Life | 4 years 8 months 9 days |
Number of Warrants Exercisable, Weighted Average Remaining life | 4 years 5 months 9 days |
Collaborative Agreements (Detai
Collaborative Agreements (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Number of stock options vested | (296,609) | ||
Research and development expense | $ 190,414 | $ 138,812 | |
Research Agreement [Member] | |||
Research and development expense | $ 0 | $ 23,002 | |
University of Toronto [Member] | |||
Share-based compensation stock options, grants | 25,000 | ||
Share-based compensation weighted average exercise price | $ 1 | ||
Share-based payment award, expiration period | 10 years | ||
Professor [Member] | Employee Stock Option [Member] | |||
Share-based compensation stock options, grants | 533,299 | ||
Share-based compensation weighted average exercise price | $ 1 | ||
Number of stock options vested | 396,451 | ||
Options expiration date | Oct. 16, 2027 | ||
Professor [Member] | Employee Stock Option [Member] | Minimum [Member] | |||
Share-based compensation weighted average exercise price | $ 1.25 | ||
Share-based payment award, expiration period | 10 years | ||
Professor [Member] | Employee Stock Option [Member] | Maximum [Member] | |||
Share-based compensation weighted average exercise price | $ 1.75 | ||
Share-based payment award, expiration period | 13 years |
Licensing Agreements (Details N
Licensing Agreements (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Royalty payment on behalf of sub-licensee, percentage | 2.50% | |
Revenues | ||
Licensing Agreements [Member] | ||
Royalty payment, percentage | 2.50% | |
Up-front sub-license fees, percentage | 10.00% | |
Interest on amounts owed under license agreement, rate | 3.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 20, 2018 | Jan. 24, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Share-based compensation stock options, expirations | (21,146) | ||||
Number of stock options vested | (296,609) | ||||
Stock options granted, term | 8 years 18 days | 9 years 9 months 25 days | |||
2016 Equity Compensation Plan [Member] | |||||
Share-based compensation, vesting period | 48 months | ||||
Stock options granted, term | 10 years | ||||
Employment Agreement [Member] | Former Officer [Member] | |||||
Monthly salary | $ 6,489 | ||||
Share-based compensation options grants | 75,000 | ||||
Share-based compensation options grants, value | $ 64,223 | ||||
Share-based compensation expense | $ 53,519 | ||||
Consulting Agreement [Member] | 2016 Equity Compensation Plan [Member] | |||||
Share-based compensation weighted average exercise price | $ 1.75 | ||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 200,000 | ||||
Share-based compensation, vesting period | 48 months | ||||
Stock options granted, term | 10 years | ||||
Consulting Agreement [Member] | Neuro Assets Sarl [Member] | |||||
Consultant fees per month | $ 5,000 | ||||
Consulting Agreement [Member] | Former Officer [Member] | |||||
Share-based compensation options grants | 250,000 | ||||
Share-based compensation stock options, expirations | 25,000 | ||||
Number of stock options vested | 225,000 | ||||
Compensation | $ 8,440 | ||||
Consulting Agreement [Member] | Former Officer [Member] | Range One [Member] | |||||
Share-based compensation weighted average exercise price | $ 1 | ||||
Consulting Agreement [Member] | Former Officer [Member] | Range Two [Member] | |||||
Share-based compensation weighted average exercise price | $ 1.25 | ||||
Consulting Agreement [Member] | Stockholder [Member] | |||||
Compensation | $ 2,017 | ||||
Share-based compensation stock options, exercisable | 150,000 | ||||
Compensation of rendered service | $ 2,370 | ||||
Consulting Agreement [Member] | Stockholder [Member] | Range One [Member] | |||||
Share-based compensation weighted average exercise price | $ 1 | ||||
Consulting Agreement [Member] | Stockholder [Member] | Range Two [Member] | |||||
Share-based compensation weighted average exercise price | $ 1.25 |