Nature of Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS |
BUSINESS |
CannaPharmaRx, Inc. (together with its consolidated subsidiaries, the “Company”) is a Delaware corporation whose shares are publicly quoted on the OTCQB operated by the OTC Markets Group, Inc. The Company began trading under its new stock ticker symbol “CPMD,” effective as of March 21, 2015. We are an early-stage pharmaceutical company whose purpose is to advance cannabinoid research and discovery using proprietary formulation and drug delivery technology currently in development. |
HISTORY |
The Company was originally incorporated as Golden Dragon Holding Co. in the State of Delaware in December 2010 as a wholly-owned subsidiary of Concord Ventures, Inc. On May 9, 2014, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with CannaPharmaRX, Inc., a Colorado corporation (“CannaRx”), and David Cutler, the former President, Chief Executive Officer, Chief Financial Officer and director of the Company. Under the Share Purchase Agreement, CannaRx purchased 1,421,120 restricted shares of the Company’s common stock from Mr. Cutler and an additional 9,000,000 restricted shares of the Company’s common stock directly from the Company. As a result of the Share Purchase Agreement, CannaRx is the Company’s largest stockholder. |
On May 15, 2014, the Company entered into an Agreement and Plan of Merger (the “Plan of Merger”) pursuant to which CannaRx would become a subsidiary of the Company. In October 2014, the Company changed its legal name to CannaPharmaRx, Inc. During the fourth quarter of 2014, in light of the Cohen litigation described in Note 7 (Legal Proceedings), the parties determined to delay the closing of the transaction contemplated by the original Plan of Merger. On March 30, 2015, the parties to the Cohen litigation entered into a full settlement and release of claims agreement. With the Cohen litigation matter settled, on April 21, 2015, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with CannaRx and CPHR Acquisition Corp., a Delaware Corporation and a wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which Acquisition Sub will merge with and into CannaRx with CannaRx remaining as the surviving corporation and wholly-owned subsidiary of the Company and the outstanding shares of CannaRx will be converted into 9,750,000 shares of the Company (the “Merger”). The Merger Agreement amends and restates in its entirety the Plan of Merger from May 2014. The Merger is subject to conditions to closing customary of transactions of this type, including, among others, CannaRx shareholder approval. The parties are proceeding to obtain approval of the Merger Agreement by the shareholders of CannaRx. Closing of the Merger is contemplated to occur in the second quarter of 2015, though no assurance can be given that this will occur. Upon the closing of the Merger, CannaRx will no longer be a stockholder of the Company, but the holders of CannaRx stock immediately prior to the Merger will become stockholders of the Company. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION |
The accompanying unaudited interim financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. Certain amounts in prior periods have been reclassified to conform to current presentation. |
Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 included in our Form 10-K filed with the SEC. |
USE OF ESTIMATES | USE OF ESTIMATES |
The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS |
Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT |
The Company has acquired $102,800 in property and equipment, of which $100,721 was purchased during the year ended December 31, 2014, and another $2,078 purchased in the first quarter of 2015. Of this amount, $50,000 represents the capitalized cost of our proprietary RECRUIT RegistryTM website development. This patient registry project was completed in the fourth quarter of 2014, although it will not become operational until mid-2015. Accordingly, no depreciation expense was recorded against the capitalized cost of the RECRUIT Registry to date. |
In addition to the investment in our patient registry, another $52,800 has been invested in office and computer equipment, primarily incurred since the establishment of the Company’s new headquarters in Carneys Point, New Jersey on November 1, 2014. Accumulated depreciation to date totaled $6,155 against this $52,800 of fixed assets actually placed in service. Depreciation expenses totaled $3,135 and $-0- in the quarters ended March 31, 2015 and March 31, 2014, respectively. Depreciation expense been calculated using the straight line method over the estimated useful lives of the respective assets, ranging from three to seven years. |
DEFERRED COSTS AND OTHER OFFERING COSTS | DEFERRED COSTS AND OTHER OFFERING COSTS |
Costs with respect to raising capital in the two private placements of the Company’s common stock were expensed by the Company both in 2014 and 2015. These costs were applied as internal operational expenses. We had no deferred costs and other stock offering costs as of either March 31, 2015 or December 31, 2014. |
However, the Company did incur accumulated costs totaling $25,000 in the quarter ended March 31, 2015 associated with the proposed financing of a specialty pharmacy acquisition, the terms of which are currently being negotiated. No assurance can be provided that an agreement to complete such acquisition will be entered into or that such acquisition will be consummated. These non-refundable fees for underwriting and due diligence on behalf of the lenders will be amortized over the life of the loans(s). |
Future costs associated with raising capital, be it debt or equity, may more likely be incurred as a direct variable cost with third parties. Our intent is to initially defer these costs and ultimately offset against the proceeds from these capital or financial transactions if successful, or expensed if the proposed financial transaction proves unsuccessful. |
IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS | IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS |
In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value will be required. |
FAIR VALUES OF ASSETS AND LIABILITIES | FAIR VALUES OF ASSETS AND LIABILITIES |
The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. |
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| | Level 1: | | Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. |
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| | Level 2: | | Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. |
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| | Level 3: | | Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts. |
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The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of March 31, 2015 and December 31, 2014, the Company does not have any assets or liabilities which are considered Level 2 or 3 in the hierarchy. |
The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no such adjustments in the periods ended March 31, 2015, nor December 31, 2014. |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS |
The estimated fair value for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with exact precision. The fair value of the Company’s financial instruments, which include cash, prepaid expenses, accounts payable and the related party loan, each approximate their carrying value due either to their short length to maturity or interest rates that approximate prevailing market rates. |
INCOME TAXES | INCOME TAXES |
We account for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. |
ADVERTISING COSTS | ADVERTISING COSTS |
Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $1,157 in the quarter ended March 31, 2015 and $-0- for the quarter ended March 31, 2014. |
COMPREHENSIVE INCOME (LOSS) | COMPREHENSIVE INCOME (LOSS) |
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception, there have been no differences between our comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the three months ended March 31, 2015 and 2014. |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE |
Income (loss) per share is presented in accordance with Accounting Standards Update (“ASU”), Earning per Share (Topic 260) which requires the presentation of both basic and diluted earnings per share (“EPS”) on the consolidated income statements. Basic EPS would exclude any dilutive effects of options, warrants and convertible securities but does include the restricted shares of common stock issued. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted to common stock. Basic EPS calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted EPS calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Stock options outstanding at March 31, 2015 to purchase 4,275,000 shares of common stock are excluded from the calculations of diluted net loss per share since their effect is antidilutive. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION |
We have adopted ASC Topic 718, Accounting for Stock-Based Compensation, which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which we expect to receive the benefit, which is generally the vesting period. The fair value of stock warrants was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate and dividend yield. |
On November 1, 2014, the Company granted options to purchase shares of the Company’s common stock to each of its employees for a total of 4,800,000 options granted. Including the November 1, 2014 grant and all subsequent option grants, the Company has granted a total of 5,475,000 options. As a result of forfeitures, 4,275,000 options remain outstanding as of March 31, 2015. Stock-based compensation expenses totaled $939,569 and $-0- for the three months ended March 31, 2015 and March 31, 2014. |
BUSINESS SEGMENTS | BUSINESS SEGMENTS |
Our activities during the three months ended March 31, 2015 comprised a single segment. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
On June 10, 2014, the FASB issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and stockholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015. However, entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments, and accordingly, has not labeled the financial statements as those of a development stage entity and has not presented inception-to-date information on the respective financial statements. |
We have reviewed all other recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. |