Mabvax Therapeutics (MBVX) 10-Q 22 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 22, 2017
Document And Entity Information
Entity Registrant Name	MABVAX THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	1,109,196
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Trading Symbol	MBVX
Entity Common Stock, Shares Outstanding		8,708,542
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 596,761	$ 3,979,290
Prepaid expenses	198,756	281,858
Other current assets	10,000	32,830
Total current assets	805,517	4,293,978
Property and equipment, net	686,284	731,712
Goodwill	6,826,003	6,826,003
Other long term assets	337,240	168,597
Total assets	8,655,044	12,020,290
Current liabilities:
Accounts payable	1,724,443	1,137,903
Accrued compensation	704,322	770,592
Accrued clinical operations and site costs	1,596,836	1,218,641
Accrued lease contingency fee	590,504	590,504
Other accrued expenses	403,340	315,034
Interest payable	50,562	51,295
Current portion of notes payable	1,666,667	1,589,661
Current portion of capital leases payable	17,361	17,004
Total current liabilities	6,754,035	5,690,634
Long-term liabilities:
Long-term portion of notes payable, net	2,603,176	2,774,627
Long-term portion of capital leases	63,636	68,113
Other long-term liabilities	157,118	144,394
Total long-term liabilities	2,823,930	2,987,134
Total liabilities	9,577,965	8,677,768
Commitments and contingencies:
Stockholders’ (Deficit) Equity:
Common stock, $0.01 par value; 150,000,000 shares authorized, 6,316,110 and 6,296,110 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	63,161	62,961
Additional paid-in capital	82,622,722	81,533,511
Accumulated deficit	(83,617,115)	(78,262,261)
Total stockholders’ (deficit) equity	(922,921)	3,342,522
Total liabilities and stockholders’ (deficit) equity	8,655,044	12,020,290
Series D Convertible Preferred Stock [Member]
Stockholders’ (Deficit) Equity:
Preferred stock	1,325	1,325
Series E Convertible Preferred Stock [Member]
Stockholders’ (Deficit) Equity:
Preferred stock	333	333
Series F Convertible Preferred Stock [Member]
Stockholders’ (Deficit) Equity:
Preferred stock	$ 6,653	$ 6,653

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Common stock, par value	$ .01	$ .01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	6,316,110	6,296,110
Common stock, shares outstanding	6,316,110	6,296,110
Series D Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ .01	$ .01
Preferred stock, shares authorized	1,000,000	1,000,000
Convertible preferred stock, shares issued	132,489	132,489
Convertible preferred stock, shares outstanding	132,489	132,489
Convertible preferred stock, liquidation preference	$ 1,325	$ 1,325
Series E Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ .01	$ .01
Preferred stock, shares authorized	100,000	100,000
Convertible preferred stock, shares issued	33,333	33,333
Convertible preferred stock, shares outstanding	33,333	33,333
Convertible preferred stock, liquidation preference	$ 333	$ 333
Series F Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ .01	$ .01
Preferred stock, shares authorized	1,559,252	1,559,252
Convertible preferred stock, shares issued	665,281	665,281
Convertible preferred stock, shares outstanding	665,281	665,281
Convertible preferred stock, liquidation preference	$ 6,653	$ 6,653

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Grants	$ 0	$ 148,054
Total revenues	0	148,054
Operating costs and expenses:
Research and development	2,818,363	1,700,512
General and administrative	2,273,951	2,651,837
Total operating costs and expenses	5,092,314	4,352,349
Loss from operations	(5,092,314)	(4,204,295)
Interest and other expense (net)	(262,540)	(200,475)
Net loss allocable to common stockholders	$ (5,354,854)	$ (4,404,770)
Basic and diluted net loss per share	$ (0.85)	$ (1.12)
Shares used to calculate basic and diluted net loss per share	6,301,666	3,947,053

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($)	Series D, E and F Convertible Preferred Stock [member]	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2016	831,103	6,296,110
Beginning Balance, Amount at Dec. 31, 2016	$ 8,311	$ 62,961	$ 81,533,511	$ (78,262,261)	$ 3,342,522
Stock issued for services, Shares		20,000
Stock issued for services, Amount		$ 200	56,400		56,600
Stock-based compensation			1,032,811		1,032,811
Net loss				(5,354,854)	(5,354,854)
Ending Balance, Shares at Mar. 31, 2017	831,103	6,316,110
Ending Balance, Amount at Mar. 31, 2017	$ 8,311	$ 63,161	$ 82,622,722	$ (83,617,115)	$ (922,921)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities
Net loss	$ (5,354,854)	$ (4,404,770)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	41,823	8,340
Stock-based compensation	1,032,811	1,533,888
Issuance of restricted stock for services	56,600	64,000
Amortization and accretion related to notes payable	111,775	71,547
Increase (decrease) in operating assets and liabilities:
Grant receivable	0	483,924
Other receivables	22,831	0
Prepaid expenses and other	(810)	69,650
Accounts payable	540,413	(1,060,796)
Accrued clinical operations and site costs	378,195	81,949
Accrued compensation	(66,270)	(98,927)
Other accrued expenses	59,849	339,565
Net cash used in operating activities	(3,177,637)	(2,911,630)
Investing activities
Purchases of property and equipment	0	(153,899)
Net cash used in investing activities	0	(153,899)
Financing activities
Cash received from issuance of note payable, net of financing costs	0	4,610,324
Principal payments on note payable	(138,889)	0
Principal payments of financed insurance policies	(61,883)	0
Principal payments on capital lease	(4,120)	0
Net cash (used in) provided by financing activities	(204,892)	4,610,324
Net change in cash and cash equivalents	(3,382,529)	1,544,795
Cash and cash equivalents at beginning of period	3,979,290	4,084,085
Cash and cash equivalents at end of period	596,761	5,628,880
Supplemental disclosures of non-cash investing and financing information:
Capital lease in connection with purchases of equipment	0	95,656
Purchase of equipment in accounts payable	0	109,471
Fair value of warrants issued	$ 0	$ 607,338

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Basis of Presentation	We are a Delaware corporation, originally incorporated in 1988 under the name Terrapin Diagnostics, Inc. in the State of Delaware, and subsequently renamed “Telik, Inc.” in 1998, and thereafter renamed MabVax Therapeutics Holdings, Inc. (“MabVax”) in September 2014. Our principal corporate office is located at 11535 Sorrento Valley Road, Suite 400, San Diego, CA 92121 telephone: (858) 259-9405. On July 8, 2014, we consummated a merger with MabVax Therapeutics, Inc. (“MabVax Therapeutics”), pursuant to which our subsidiary Tacoma Acquisition Corp. merged with and into MabVax Therapeutics, with MabVax Therapeutics surviving as our wholly owned subsidiary. This transaction is referred to as the “Merger.” Unless the context otherwise requires, references to “we,” “our,” “us,” or the “Company” in this Quarterly Report mean MabVax Therapeutics Holdings, Inc. on a condensed consolidated financial statement basis with our wholly-owned subsidiary following the Merger, MabVax Therapeutics, as applicable. Beginning October 10, 2014, our common stock was quoted on the OTCQB under the symbol “MBVX.” Since August 17, 2016, our common stock has been trading on The NASDAQ Capital Market under the symbol “MBVX.” The balance sheet data at December 31, 2016, has been derived from audited financial statements at that date. It does not include, however, all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. On August 16, 2016, we filed a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of our issued and outstanding common stock on a 1 for 7.4 basis, effective on August 16, 2016 (the “Reverse Stock Split”). The Reverse Stock Split was effective with The Financial Industry Regulatory Authority (FINRA) and the Company’s common stock began trading on The NASDAQ Capital Market at the open of business on August 17, 2016. All share and per share amounts, and number of shares of common stock into which each share of preferred stock will convert, in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. MabVax is a clinical stage biopharmaceutical company engaged in the discovery, development and commercialization of proprietary human monoclonal antibody products for the treatment of a variety of cancers. We have discovered a pipeline of human monoclonal antibody products based on the protective immune responses generated by patients who have been vaccinated against targeted cancers with our proprietary vaccines. We have the exclusive license to the vaccines from Memorial Sloan Kettering Cancer Center (“MSK”). We operate in only one business segment. We have incurred net losses since inception and expect to incur substantial losses for the foreseeable future as we continue our research, development and clinical activities. To date, we have funded operations primarily through government grants, proceeds from the sale of common and preferred stock, the issuance of debt, the issuance of common stock in lieu of cash for services, payments from collaborators, and interest income. The process of developing products will require significant additional research and development, preclinical testing and clinical trials, as well as regulatory approvals. We expect these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. We will not receive substantial revenue unless we or our collaborative partners complete clinical trials, obtain regulatory approvals and successfully commercialize one or more products; or we license our technology after achieving one or more milestones of interest to a potential partner. The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Regulation S-X. While these statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the Audited Financial Statements of MabVax Therapeutics Holdings, Inc. for the year ended December 31, 2016, filed in our Annual Report on Form 10-K on March 1, 2017. The preparation of condensed consolidated financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update includes multiple provisions intended to simplify various aspects of the accounting for share-based payment transactions including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits in the statement of cash flows and accounting for award forfeitures. This update is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on eight (8) cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. We expect the adoption of this new standard will not have a material impact on our condensed consolidated financial statements. Management believes that any other recently issued, but not yet effective, accounting standards if currently adopted would not have a material effect on the accompanying condensed consolidated financial statements.

Liquidity and Going Concern

Liquidity and Going Concern	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Liquidity and Going Concern	The accompanying condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $5,354,854, net cash used in operating activities of $3,177,637, net cash used in investing activities of $0, and net cash used by financing activities of $204,892 for the three months ended March 31, 2017. As of March 31, 2017, the Company had $596,761 in cash and cash equivalents, a working capital deficit of $5,948,518, an accumulated deficit of $83,617,115, and a stockholders’ deficit of $922,921. On January 15, 2016, we and Oxford Finance LLC, as collateral agent and lender, entered into a Loan and Security Agreement providing for senior secured term loans to the Company in an aggregate principal amount of up to $10,000,000, subject to the terms and conditions set forth in the Loan Agreement (the “January 2016 Term Loan”). On January 15, 2016, the Company received an initial loan of $5,000,000 under the Loan Agreement, before fees and issuance costs of approximately $390,000. The option to draw the second $5,000,000 expired on September 30, 2016. On March 31, 2017, we and Oxford Finance LLC, signed a First Amendment to Loan and Security Agreement (“Amendment”), providing that the payment of principal of $138,889 on the January 2016 Term Loan that otherwise would have been due on the Amortization Date of April 1, 2017, will be due and payable on May 1, 2017 along with any other payment of principal due on May 1, 2017. We are obligated to pay a fully earned and non-refundable amendment fee of $15,000 to the Collateral Agent. On May 1, 2017, we paid the principal that was due on May 1, 2017, along with the $15,000 amendment fee. On August 22, 2016, we closed a public offering of 1,297,038 shares of common stock and 665,281 shares of Series F Preferred Stock, and warrants to purchase 1,962,319 shares of common stock at $5.55 per share and warrants to purchase 1,962,319 shares of common stock at $6.29 per share, at an offering price of $4.81 per share (the “August 2016 Public Offering”). For every one share of common stock or Series F Preferred Stock sold, we issued one warrant to purchase one share of common stock at $5.55 per share and one warrant to purchase one share of common stock at $6.29 per share. We received $9,438,753 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling $871,305. The gross proceeds include the underwriters’ over-allotment option, which they exercised on the closing date. On May 3, 2017, we sold 850 shares of 0% Series H Convertible Preferred Stock, or the Series H Preferred Stock, . On May 19, 2017, we closed a public offering of 1,342,858 shares of common stock and 1,000,000 shares of newly designated 0% Series G Convertible Preferred Stock (the “Series G Preferred Stock”), at $1.75 per share of common stock and Series G Preferred Stock (the “May 2017 Public Offering”). The Series G Preferred Stock is initially convertible into 1,000,000 shares of common stock, subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events, to certain existing investors in the offering who, as a result of their purchases of common stock, would hold in excess of 4.99% of our issued and outstanding common stock, and elect to receive shares of our Series G Preferred Stock. We received $4,100,000 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling $667,875. The May 2017 Public Offering is described in more detail in Note 12, Subsequent Events. We anticipate that the Company will continue to incur net losses into the foreseeable future as we: (i) continue our Phase I clinical trial for our standalone therapeutic HuMab 5B1, designated as MVT-5873 that was initiated in the first quarter of 2016; (ii) continue our Positron Emission Tomography (“PET”) imaging agent 89Zr-HuMab-5B1, designated as MVT-2163 that was initiated in July 2016; (iii) initiate our clinical trial for the development of our HuMab-based radioimmunotherapy, or RIT, product, designated as MVT-1075; (iv) continue preclinical work on follow-on antibody programs; and (iv) continue operations as a public company. Based on receipt of $850,000 from our May 3rd Private Placement, closing of the May 2017 Public Offering for $4.1 million, and management’s plans for continuing to develop our existing pipeline of products, and without any other additional funding or receipt of payments from potential licensing agreements, we expect we will have sufficient funds to meet our obligations through August 2017. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We plan to continue to fund the Company’s losses from operations and capital funding needs through equity or debt financings, strategic collaborations, licensing arrangements, government grants or other arrangements. However, we cannot be sure that such additional funds will be available on reasonable terms, or at all. If we are unable to secure adequate additional funding, we may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. In addition, if the Company does not meet its payment obligations to third parties as they come due, it may be subject to litigation claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. Any of these actions could materially harm the Company’s business, results of operations, and prospects. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business.

Cash and Cash Equivalents

Cash and Cash Equivalents	3 Months Ended
	Mar. 31, 2017
Cash and Cash Equivalents [Abstract]
Cash and Cash Equivalents	We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company limits its exposure to credit loss by holding cash in U.S. dollars or, from time to time, placing cash and investments in U.S. government, agency and government-sponsored enterprise obligations.

Fair value of financial instrum

Fair value of financial instruments	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Fair value of financial instruments	Our financial instruments consist of cash and cash equivalents, grants receivable and accounts payable, all of which are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.

Convertible Preferred Stock, Co

Convertible Preferred Stock, Common Stock and Warrants	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Convertible Preferred Stock, Common Stock and Warrants	Dividends on Preferred Stock We immediately recognize the changes in the redemption value on preferred stock as they occur and the carrying value of the security is adjusted to equal what the redemption amount would be as if redemption were to occur at the end of the reporting date based on the conditions that exist as of that date. No dividends were ever declared by our Board of Directors since our inception on any series of convertible preferred stock. Series D Preferred Stock As of March 31, 2017, and December 31, 2016, there were 132,489 shares of Series D convertible preferred stock (“Series D Preferred Stock”) issued and outstanding that are convertible into an aggregate of 1,790,392 shares of common stock. The Series D Preferred Stock had been issued on March 25, 2015, to certain holders of the Company’s Series A-1 Preferred Stock and Merger warrants (the “Series A-1 Exchange Securities”) and holders of the Company’s Series B Preferred Stock and Series B warrants (the “Series B Exchange Securities” and, collectively with the Series A-1 Exchange Securities, the “Exchange Securities”), all previously issued by the Company. Pursuant to the exchange agreements, the holders exchanged the Exchange Securities and relinquished any and all other rights they may have had pursuant to the Exchange Securities, their respective governing agreements and certificates of designation, including any related registration rights, in exchange for an aggregate of 342,906 shares of the Company’s common stock and an aggregate of 238,156 shares of the Company’s newly designated Series D Preferred Stock, convertible into 3,218,325 shares of common stock. As contemplated by the exchange agreements and as approved by the Company’s Board of Directors, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designations”), on March 25, 2015. Pursuant to the Series D Certificate of Designations, the Company designated 1,000,000 shares of its blank check preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $0.01 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series D Preferred Stock will be entitled to a per share preferential payment equal to the stated value. Each share of Series D Preferred Stock is convertible into 13.5135 shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series D Preferred Stock to the extent that, as a result of such conversion, the holder beneficially would own more than 4.99% (provided that certain investors elected to block their beneficial ownership initially at 2.49% in the Exchange Agreements), in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series D Preferred Stock. Each share of Series D Preferred Stock entitles the holder to vote on all matters voted on by holders of common stock. With respect to any such vote, each share of Series D Preferred Stock entitles the holder to cast such number of votes equal to the number of shares of common stock such shares of Series D Preferred Stock are convertible into at such time, but not in excess of the beneficial ownership limitations. Series E Preferred Stock As of March 31, 2017, and December 31, 2016, there were 33,333 shares of Series E convertible preferred stock (“Series E Preferred Stock”) issued and outstanding, convertible into 519,751 shares of common stock. On March 30, 2015, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Series E Certificate of Designations”) to designate 100,000 shares of its blank check preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such preferred share, plus all accrued and unpaid dividends, if any, on such share of Series E Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series E Preferred Stock is $75 and the initial conversion price is $5.55 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, during the period proscribed for in the Series E Certificate of Designations, in the event the Company issues or sells, or is deemed to issue or sell, shares of common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions. The Company is prohibited from effecting a conversion of the share of Series E Preferred Stock to the extent that, as a result of such conversion, such holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series E Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s share of Series E Preferred Stock, but not in excess of beneficial ownership limitations. The shares of Series E Preferred Stock bear no interest. On August 22, 2016, when the Company closed on the August 2016 Public Offering, the current Series E Preferred Stock conversion price of $5.55 per share was reduced to $4.81 per share under the terms of the Series E Certificate of Designations, resulting in an increase in the number of shares of common stock to 519,751 that the Series E Preferred Stock may be converted into. There is no further adjustment required by the Series E Certificate of Designations in the event of an offering of shares below $4.81 per share by the Company. Series F Preferred Stock As of March 31, 2017, and December 31, 2016, there were 665,281 shares of Series F Preferred Stock issued and outstanding, convertible into 665,281 shares of common stock. In the event of a liquidation, dissolution or winding up of the Company, each share of Series F Preferred Stock will be entitled to a per share preferential payment equal to the par value. On August 16, 2016, we filed a Certificate of Designations, Preferences and Rights of the 0% Series F Convertible Preferred Stock with the Delaware Secretary of State, designating 1,559,252 shares of preferred stock as 0% Series F Preferred Stock. The shares of Series F Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series F Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series F Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series F Preferred Stock is $4.81 and the initial conversion price is $4.81 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In the event of a liquidation, dissolution or winding up of the Company, each share of Series F Preferred Stock will be entitled to a per share preferential payment equal to the par value. All shares of the Company’s capital stock will be junior in rank to Series F Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company, except for the Company’s Series D Preferred Stock and Series E Preferred Stock. The holders of Series F Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series F Preferred Stock shall participate on an “as converted” basis, with all dividends declared on the Company’s common stock. In addition, if we grant, issue or sell any rights to purchase our securities pro rata to all our record holders of our common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series F Preferred Stock then held. We are prohibited from effecting a conversion of the Series F Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series F Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series F Preferred Stock, but not in excess of the beneficial ownership limitations. Warrants Issued in Connection with April 2015 Private Placement As of March 31, 2017, and December 31, 2016, there were warrants to purchase 805,361 shares of common stock that were outstanding that were remaining from our private offering in March and April 2015 (the “April 2015 Private Placement) in which we sold $8,546,348 worth of units (the “Units”), net of $668,150 in issuance costs, of which $2,500,000 of the Units consisted of Series E Preferred Stock and the balance consisted of 1,660,271 shares of common stock, together with warrants to all investors to purchase 1,055,361 shares of common stock at $11.10 per share. Each Unit was sold at a purchase price of $5.55 per Unit. OPKO Health, Inc., the lead investor in the April 2015 Private Placement, purchased $2,500,000 worth of Units consisting of all of the shares of the Series E Preferred Stock. The warrants are exercisable upon issuance and expire October 10, 2017, and may be exercised for cash or on a cashless basis. The warrant exercise price is subject to certain adjustments including stock splits, dividends and reverse-splits. The Company is prohibited from effecting the exercise of the warrants to the extent that, as a result of such exercise, the holder beneficially would own more than 4.99% in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the exercise of the warrants. Investor rights of participation in future financings by the Company expired on April 10, 2017. The warrants are not listed on any securities exchange or other trading market. Warrants Issued in Connection with October 2015 Public Offering As of March 31, 2017, and December 31, 2016, there were warrants to purchase 168,919 shares of common stock that were outstanding that we issued in connection with our public offering on October 5, 2015, which consisted of 337,838 shares of common stock and warrants to purchase 168,919 shares of common stock, at an offering price of $8.14 per share. For every two shares of common stock sold, the Company issued one warrant to purchase one share of common stock. We received $2,750,000 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling approximately $586,608. The shares and warrants were separately issued and sold in equal proportions. The warrants are immediately exercisable, expire September 30, 2018, and have an exercise price of $9.77 per share. The warrants are not listed on any securities exchange or other trading market. August 2016 Public Offering On August 22, 2016, we closed a public offering of 1,297,038 shares of common stock and 665,281 shares of Series F preferred stock, and warrants to purchase 1,962,319 shares of common stock at $5.55 per share and warrants to purchase 1,962,319 shares of common stock at $6.29 per share, at an offering price of $4.81 per share. For every one share of common stock or Series F preferred stock sold, we issued one warrant to purchase one share of common stock at $5.55 per share and one warrant to purchase one share of common stock at $6.29 per share. We received $9,438,753 in gross proceeds, before underwriting discounts and commissions and offering expenses totaling $871,305. The gross proceeds include the underwriter’s over-allotment option, which it exercised on the closing date. Consultant Grants On January 13, 2016, the Board of Directors approved the issuance of 13,514 shares of restricted stock valued at $64,000 to a consultant for advisory services to the Company. On February 10, 2017, the Company entered into a consulting agreement with MDM Worldwide, pursuant to which MDM Worldwide shall provide investor relations services to the Company in consideration for an immediate grant of 20,000 shares of the Company’s common stock and a monthly cash retainer of $10,000 a month for ongoing services for a period of one year. As the shares granted were fully vested upon grant and the Company has no legal recourse to recover the shares in the event of nonperformance, the Company recognized the grant date fair value of the 20,000 shares or $56,600, as investor relations expense upon grant during the first quarter of 2017. On March 7, 2017, the Company entered into a consulting agreement with Jenene Thomas Communications, pursuant to which Jenene Thomas Communications shall provide investor relations services to the Company. In consideration for the services, which begin on April 1, 2017, we will pay a monthly cash retainer of $12,500. Additionally, we issued 20,000 restricted shares of common stock on April 1, 2017, to be vested at 5,000 per quarter over the four quarters of services under the agreement beginning April 1, 2017. The shares granted vest over a one-year period over which the services are performed and, as such, will be amortized over the same period beginning in April 1, 2017.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2017
Notes Payable
Notes Payable	On January 15, 2016, we entered into a loan and security agreement with Oxford Finance, LLC pursuant to which we had the option to borrow $10,000,000 in two equal tranches of $5,000,000 each (the “Loan Agreement”). The first tranche of $5,000,000 was funded at close on January 15, 2016 (the “Term A Loan”). The option to fund the second tranche of $5,000,000 (the “Term B Loan”) was upon the Company achieving positive interim data on the Phase 1 HuMab-5B1 antibody trial in pancreatic cancer and successfully uplisting to either the NASDAQ Stock Market or NYSE MKT on or before September 30, 2016. The option for the Term B Loan expired on September 30, 2016. The Company is not pursuing completion of any additional debt financing with Oxford Finance, LLC at the present time. The interest rate for the Term A Loan is set on a monthly basis at the index rate plus 11.29%, where the index rate is the greater of the 30-day LIBOR rate or 0.21%. Interest is due on the first day of each month, in arrears, calculated based on a 360-day year. The loan is interest only for the first year after funding, and the principal amount of the loan is amortized in equal principal payments, plus period interest, over the next 36 months. A facility fee of 1.0% or $100,000 was due at closing of the transaction, and was earned and paid by the Company on January 15, 2016. The Company is obligated to pay a $150,000 final payment upon completion of the term of the loan, and this amount is being accreted using the effective interest rate method over the term of the loan. Each of the term loans can be prepaid subject to a graduated prepayment fee, depending on the timing of the prepayment. Concurrent with the closing of the transaction, the Company issued 225,226 common stock purchase warrants to Oxford Finance, LLC with an exercise price of $5.55 per share. The warrants are exercisable for five years and may be exercised on a cashless basis, and expire on January 15, 2021. The Company recorded $607,338 for the fair value of the warrants as a debt discount within notes payable and an increase to additional paid-in capital on the Company’s balance sheet. We used the Black-Scholes-Merton valuation method to calculate the value of the warrants. The debt discount is being amortized as interest expense over the term of the loan using the effective interest method. We granted Oxford Finance, LLC a perfected first priority lien on all of the Company’s assets with a negative pledge on intellectual property. The Company paid Oxford Finance, LLC a good faith deposit of $50,000, which was applied towards the facility fee at closing. The Company agreed to pay all costs, fees and expenses incurred by Oxford Finance, LLC in the initiation and administration of the facilities including the cost of loan documentation. At the initial funding, the Company received net proceeds of approximately $4,610,000 after fees and expenses. These fees and expenses are being accounted for as a debt discount and classified within notes payable on the Company’s condensed consolidated balance sheet. The Company's transaction costs of approximately $390,000 are presented in the condensed consolidated balance sheet as a direct deduction from the carrying amount of the notes payable, consistent with debt discounts. Debt discounts, issuance costs and the final payment are being amortized or accreted as interest expense over the term of the loan using the effective interest method. The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of the Company's obligations under the Loan Agreement, the occurrence of a material adverse change, which is defined as a material adverse change in the Company's business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of the Lenders’ lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate payment of the debt, upon which we may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition. On March 31, 2017, we and Oxford Finance, LLC signed a First Amendment to Loan and Security Agreement (“Amendment”), providing that the payment of principal on the January 2016 Term Loan that otherwise would have been due on the Amortization Date will be due and payable on May 1, 2017 along with any other payment of principal due on May 1, 2017. We are obligated to pay a fully earned and non-refundable amendment fee of $15,000 to the Collateral Agent. On May 1, 2017, we paid the principal due on May 1, 2017, along with the $15,000 amendment fee. The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of March 31, 2017. The Company recorded interest expense related to the Loan Agreement of $156,657 and $128,929 for the three months ended March 31, 2017 and March 31, 2016, respectively. The annual effective interest rate on the note payable, including the amortization of the debt discounts and accretion of the final payment, but excluding the warrant amortization, is approximately 13.5% as of March 31, 2017 and 2016. Future principal payments under the Loan Agreement as of March 31, 2017 are as follows: Years ending December 31: 2017 (remaining) $ 1,388,887 2018 1,666,667 2019 1,666,667 2020 138,889 Notes payable, balance as of March 31, 2017 4,861,110 Unamortized discount on notes payable (591,267 ) Notes payable, balance as of March 31, 2017 4,269,843 Current portion of notes payable (1,666,667 ) Non-current portion of notes payable $ 2,603,176

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	On April 1, 2016, the Company entered into a two-year consulting agreement with Jeffrey Ravetch, M.D., Ph.D., a Board member, for work beginning January 1, 2016 through December 31, 2017, at a rate of $100,000 a year, in support of scientific and technical advice on the discovery and development of technology and products for the Company primarily related to monoclonal antibodies, corporate development, and corporate partnering efforts. In April 2016, the Company paid Dr. Ravetch $100,000 for services to be performed in 2016, and will pay quarterly thereafter beginning January 1, 2017. During the three months ended March 31, 2017, the Company recorded $25,000 in consulting expenses, as part of general and administration expenses, related to this agreement. On November 3, 2016, the Company granted 17,500 stock options to Jeffrey Ravetch, M.D., Ph.D., a member of the board of directors, for his ongoing consulting services to the Company. The option award vests over a three-year period. During the three months ended March 31, 2017, the Company recognized $3,826 of stock-based compensation expense, as part of general and administration expenses, related to this option grant.

Stock-based Activity

Stock-based Activity	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Stock-based Activity	Amendment of Equity Incentive Plan On March 31, 2015, the Company approved a Second Amended and Restated 2014 Employee, Director and Consultant Equity Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan from 21,362 to 1,129,837 shares of common stock. Additional changes to the Plan include: ● An “evergreen” provision to reserve additional shares for issuance under the Plan on an annual basis commencing on the first day of fiscal 2016 and ending on the second day of fiscal 2024, such that the number of shares that may be issued under the Plan shall be increased by an amount equal to the lesser of: (i) 1,081,081 or the equivalent of such number of shares after the administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with the Plan; (ii) the number of shares necessary such that the total shares reserved under the Plan equals (x) 15% of the number of outstanding shares of common stock on such date (assuming the conversion of all outstanding shares of Preferred Stock (as defined in the Plan) and other outstanding convertible securities and exercise of all outstanding warrants to purchase common stock) plus (y) 30,946; and (iii) an amount determined by the Board. ● Provisions that no more than 405,406 shares may be granted to any participant in any fiscal year. ● Provisions to allow for performance based equity awards to be issued by the Company in accordance with Section 162(m) of the Internal Revenue Code. ● On September 22, 2016, the Board of Directors ratified an automatic increase in the number of shares reserved for issuance under the Plan, increasing the total shares reserved from 1,129,837 to 1,208,307 shares of common stock, under the annual evergreen provision for the Plan, plus a fixed amount of 30,946. ● On January 1, 2017, the Board of Directors ratified an automatic increase in the number of shares reserved for issuance under the Plan, effective January 1, 2017, increasing the total shares reserved from 1,208,307 to 2,159,352 shares of common stock, under the annual evergreen provision for the Plan , plus a fixed amount of 30,946. ● On April 30, 2017, the Board of Directors approved a proposal to increase in the number of shares reserved for issuance under the Plan, subject to approval by the Company’s stockholders at its annual meeting to be held on June 12, 2017, increasing the total shares reserved under the Plan from 2,128,406 (including the fixed amount of 30,946) to 4,128,406, and increasing the number of shares that may be granted to any participant in any fiscal year to 900,000, from 405,406. Stock-based Compensation We measure stock-based compensation expense for equity-classified awards, principally related to stock options and restricted stock units, or RSUs, based on the estimated fair value of the award on the date of grant. We recognize the value of the portion of the award that we ultimately expect to vest as stock-based compensation expense over the requisite service period in our condensed consolidated statements of operations. Due to limited activity in 2016 and 2015, we assumed a forfeiture rate of zero. We use the Black-Scholes model to estimate the fair value of stock options granted. The expected term of stock options granted represents the period of time that we expect them to be outstanding. For the three months ended March 31, 2017 and 2016, the following valuation assumptions were used: 2017 2016 Risk-free interest rate 1.5 to 2.0 % 1.2 to 1.4 % Dividend yield 0 % Expected volatility 85 to 73 % 82 to 84 % Expected life of options, in years 1.4 to 6.0 1.0 to 6.0 Weighted average grant date fair value $ 2.2 $ 2.97 Total estimated stock-based compensation expense, related to all the Company’s stock-based payment awards recognized under ASC 718, “Compensation—Stock Compensation” Three Months Ended March 31, 2017 2016 Research and development $ 320,675 $ 303,624 General and administrative 712,136 1,230,264 Total stock-based compensation expense $ 1,032,811 $ 1,533,888 Stock-based Award Activity The following table summarizes the Company’s stock option activity during the three months ended March 31, 2017: Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2016 851,375 $ 10.94 Granted 746,690 3.09 Exercised — — Forfeited/cancelled/expired — — Outstanding and expected to vest at March 31, 2017 1,598,065 $ 7.27 Vested and exercisable at March 31, 2017 228,606 $ 14.35 The total unrecognized compensation cost related to unvested stock option grants as of March 31, 2017, was $4,009,153 and the weighted average period over which these grants are expected to vest is 2.32 years. The weighted average remaining contractual life of stock options outstanding at March 31, 2017 and 2016 is 9.15 and 9.19 years, respectively. During the first three months of 2017, the Company granted 746,690 options to officers and employees with a weighted average exercise price of $3.09 and vesting over a three-year period with vesting starting at the one-year anniversary of the grant date. During the first three months of 2016, the Company granted 181,892 options to officers and employees with a weighted average exercise price of $5.62. Stock options granted to employees generally vest over a three-year period with one third of the grants vesting at each one-year anniversary of the grant date. Because the Company had a net operating loss carryforward as of March 31, 2017, no tax benefits for the tax deductions related to stock-based compensation expense were recognized in the Company’s condensed consolidated statements of operations. Additionally, no stock options were exercised in the three months ended March 31, 2017 and 2016. A summary of activity related to restricted stock grants under the Plan for the quarter ended March 31, 2017 is presented below: Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2016 205,478 $ 16.84 Granted — — Vested — — Forfeited — — Non-vested at March 31, 2017 205,478 $ 16.84 As of March 31, 2017, there were 205,478 nonvested restricted stock units remaining outstanding. As of March 31, 2017, and 2016, unamortized compensation expense related to restricted stock grants granted in 2015 amounted to $1,696,332 and $3,415,151, respectively, which is expected to be recognized over a weighted average period of 1.02 and 2.02 years, respectively. Management Bonus Plan On February 16, 2016, our Compensation Committee approved a 2016 Management Bonus Plan (the “2016 Management Plan”) outlining maximum target bonuses of the base salaries of certain of our executive officers. Under the terms of the 2016 Management Plan, the Company's Chief Executive Officer shall receive a maximum target bonus of up to 50% of his annual base salary, and the Chief Financial Officer and each of the Company's Vice Presidents shall receive a maximum target bonus of up to 30% of their annual base salary. On February 16, 2016, the Compensation Committee of the Board of Directors of the Company approved the following amendments to Company's policy for compensating non-employee members of the Board: ● The initial equity grant upon first appointment (or election) of future non-employee directors to the Board shall be a 10-year option to purchase 6,757 shares of the Company's common stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 3-year annual vesting and a strike price equal the closing price of the Company's common stock on the effective date of the appointment (or election); ● The annual cash retainer for each non-employee director, paid quarterly, is increased by $1,000 per calendar quarter to a total of $7,000 per quarter, effective April 1, 2016; and ● The additional annual cash retainer for the chairperson of each of the Audit, Compensation, and Nominating and Governance Committees, paid quarterly, is increased by $1,000 per calendar year, such that each chairperson retainer shall be as follows, effective April 1, 2016: Audit Committee: $13,000; Compensation Committee: $9,000; Nominating and Governance Committee: $6,000. On August 25, 2016, the Compensation Committee of the Board of Directors of the Company approved the following amendments to Company's policy for compensating non-employee members of the Board: ● The initial equity grant upon first appointment (or election) of future non-employee directors to the Board shall be a 10-year option to purchase 25,000 shares of the Company's common stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 3-year annual vesting and a strike price equal to the closing price of the Company's common stock on the effective date of the appointment (or election); and ● The additional automatic annual option grant to each non-employee director on the date of the Company's annual meeting shall be a 10-year option to purchase 17,500 shares of the Company's common stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 1-year vesting and a strike price equal to the closing price of the Company's common stock on the date of the annual meeting. On February 6, 2017, the Compensation Committee of the Board of Directors of the Company approved the following amendments to Company's policy for compensating non-employee members of the Board: ● The initial equity grant upon first appointment (or election) of future non-employee directors to the Board shall be a 10-year option to purchase 30,000 shares of the Company's Common Stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 3-year annual vesting and a strike price equal to the closing price of the Company's common stock on the effective date of the appointment (or election); ● The additional automatic annual option grant to each non-employee director on the date of the Company's annual meeting shall be a 10-year option to purchase 20,000 shares of the Company's Common Stock, under the Company's Second Amended and Restated 2014 Equity Incentive Plan with 1-year vesting and a strike price equal the closing price of the Company's common stock on the date of the annual meeting. Common stock reserved for future issuance Common stock reserved for future issuance consists of the following at March 31, 2017: Common stock reserved for conversion of preferred stock and warrants 8,099,568 Common stock options outstanding 1,598,066 Authorized for future grant or issuance under the Stock Plan 271,048 Unvested restricted stock 205,478 Total 10,174,160

Net Loss per Share

Net Loss per Share	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Net Loss per Share	The Company calculates basic and diluted net loss per share using the weighted-average number of shares of common stock outstanding during the period. When the Company is in a net loss position, it excludes from the calculation of diluted net loss per share all potentially dilutive stock options, preferred stock and warrants, and the diluted net loss per share is the same as the basic net loss per share for such periods. If the Company was to be in a net income position, the weighted average number of shares used to calculate the diluted net income per share would include the potential dilutive effect of in-the-money securities, as determined using the treasury stock method. The table below presents the potentially dilutive securities that would have been included in the calculation of diluted net loss per share if they were not antidilutive for the periods presented. As of March 31, 2017 2016 Stock options 1,598,066 607,528 Preferred stock 2,975,424 2,927,325 Unvested restricted stock 205,478 310,926 Warrants to purchase common stock 5,124,144 1,199,505 Total 9,903,112 5,045,284

Contracts and Agreements

Contracts and Agreements	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Contracts and Agreements	Memorial Sloan Kettering Cancer Center, or MSK Since 2008 the Company has engaged in various research agreements and collaborations with MSK including licensed rights to cancer vaccines and the blood samples from patients who have been vaccinated with MSK’s cancer vaccines. Total sponsored research contracts outstanding in 2016 amounting to approximately $800,000 in 2016 were 100% complete as of the year ended December 31, 2016. Such sponsored research agreements provide support for preclinical work on the Company’s product development programs. The work includes preparing radioimmunoconjugates of the Company’s antibodies and performing in vitro in vivo Life Technologies Licensing Agreement On September 24, 2015, the Company entered into a licensing agreement with Life Technologies Corporation, a subsidiary of ThermoFisher Scientific. Under the agreement MabVax agreed to license certain cell lines from Life Technologies Corporation to be used in the production of recombinant proteins for the Company’s clinical trials. The amount of the contract is for $450,000 and was fully expensed during 2015. This agreement was fully paid as of December 31, 2016. For the three months ended March 31, 2017, and 2016, the Company recorded no expenses associated with the agreement. Rockefeller University Collaboration In July 2015, the Company entered into a research collaboration agreement with Rockefeller University's Laboratory of Molecular Genetics and Immunology. The Company provided antibody material to Rockefeller University, which is exploring the mechanism of action of constant region (Fc) variants of the HuMab 5B1 in the role of tumor clearance. The Company may supply additional research materials if requested by the University, which is evaluating ways to optimize the function. For the three months ended March 31, 2017, and 2016, the Company recorded no expenses associated with the agreement. Patheon Biologics LLC Agreement On April 14, 2014, the Company entered into a development and manufacturing services agreement with Patheon (f.k.a. Gallus Biopharmaceuticals) to provide a full range of manufacturing and bioprocessing services, including cell line development, process development, protein production, cell culture, protein purification, bio-analytical chemistry and QC testing. Total amount of the contract is estimated at approximately $3.0 million. For the three months ended March 31, 2017 and 2016, the Company recorded no expenses associated with the agreement. NCI PET Imaging Agent Grant In September 2013, the NCI awarded the Company a SBIR Program Contract to support the Company’s program to develop a PET imaging agent for pancreatic cancer using a fragment of the Company’s 5B1 antibody (the “NCI PET Imaging Agent Grant”). The project period for Phase I of the grant award of approximately $250,000 covered a nine-month period, which commenced in September 2013 and ended in June 2014. On August 25, 2014, the Company was awarded a $1.5 million contract for the Phase II portion of the NCI PET Imaging Agent Grant. The contract is intended to support a major portion of the preclinical work being conducted by the Company, together with its collaboration partner, MSK, to develop a novel Positron Emission Tomography (“PET”) imaging agent for detection and assessment of pancreatic cancer. The total contract amount for Phase I and Phase II was approximately $1,749,000. The Company recorded revenue associated with the NCI PET Imaging Agent Grant as the related costs and expenses were incurred. For the three-month periods ended March 31, 2017 and 2016, the Company recorded $0 and $148,054 of revenue associated with the NCI PET Imaging Agent Grant, respectively.

Commitments and contingencies

Commitments and contingencies	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Commitments and contingencies	Capital Leases On March 21, 2016, the Company entered into a lease agreement with ThermoFisher Scientific (“Lessor”). Under the terms of the agreement, the Company agreed to lease two pieces of equipment from the Lessor, a liquid chromatography system and an incubator, totaling in cost of $95,656. The term of the lease is five years (60 months), and the monthly lease payment is $1,942. In addition, there is a $1.00 buyout option at the end of the lease term. Minimum future annual capital lease obligations are as follows as of March 31, 2017: 2017 (remaining) $ 17,480 2018 23,306 2019 23,306 2020 23,306 2021 7,769 Less interest (14,170 ) Principal 80,997 Less current portion (17,361 ) Noncurrent portion $ 63,636 Operating Leases In connection with the Merger, the Company recorded a $590,504 contingent lease termination fee, in connection with the termination by MabVax (f.k.a. Telik, Inc.) of the master lease and sublease of 3165 Porter Drive in Palo Alto, California, which is payable to ARE-San Francisco No. 24, if the Company receives $15 million or more in additional financing in the aggregate. The additional financing was achieved in 2015 and the termination fee is reflected on the condensed consolidated balance sheet as an accrued lease contingency fee. On September 2, 2015, the Company The Company has an option to extend the Lease term for a single, five-year period. If the Lease term is extended for the optional five-year period, the monthly base rent will be adjusted based on fair market rental value. In addition to rent, the Company agreed to pay a portion of the taxes and utility, maintenance and other operating costs paid or accrued in connection with the ownership and operation of the property. The Company previously leased its corporate office and laboratory space under an operating lease that, as amended on August 1, 2010, expired on July 31, 2015. The Company recognized rent expense on a straight-line basis over the term of the lease. Rent expense was $115,238 and $87,683 during the quarters ended March 31, 2017 and 2016, respectively. Minimum future annual operating lease obligations are as follows as of March 31, 2017: 2017 (remaining) $ 330,299 2018 451,409 2019 464,951 2020 478,900 2021 493,267 Thereafter 82,612 Total $ 2,301,438

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	May 2017 Private Placement – Series H Preferred Stock, . In the event of a liquidation, dissolution or winding up of the Company, each share of Series H Preferred Stock will be entitled to a per share preferential payment equal to the Base Amount. All shares of our capital stock will be junior in rank to Series H Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company other than Series A through G Preferred Stock. We are prohibited from effecting a conversion of the Series H Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series H Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series H Preferred Stock, but not in excess of the beneficial ownership limitations. The shares were offered and sold solely to “accredited investors” in reliance on the exemption from registration afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). On the closing date, we entered into registration rights agreements with each of the investors, pursuant to which we agreed to undertake to file a registration statement to register the resale of the shares within thirty (30) days following the closing date, to cause such registration statement to be declared effective by the Securities and Exchange Commission within sixty (60) days of the closing date and to maintain the effectiveness of the registration statement until all of such shares have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. On May 10, 2017, we entered into exchange agreements (the “Exchange Agreements”) with each of the holders (the “Holders”) of our Series H Preferred Stock representing an aggregate of $850,000 of our Series H Preferred Stock (the “Exchange Securities”) with such exchange to be effective on the closing of our May 2017 Public Offering. Prior to the closing of the May 2017 Public Offering, we and the holders rescinded and cancelled the Exchange Agreements and they have no force and effect and no transaction contemplated by the Exchange Agreements was consummated. Series G Preferred Stock – The shares of Series G Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the of such Series G Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series G Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series G Preferred Stock is $1.75 and the initial conversion price is $1.75 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In the event of a liquidation, dissolution or winding up of the Company, each share of Series G Preferred Stock will be entitled to a per share preferential payment equal to the par value. All shares the Company’s capital stock will be junior in rank to Series G Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company, except for the Company’s Series D Preferred Stock, Series E Preferred Stock, and Series H Preferred Stock. The holders of Series G Preferred Stock will be entitled to receive dividends if and when declared by the Company’s board of directors. The Series G Preferred Stock shall participate on an “as converted” basis, with all dividends declared on the Company’s common stock. In addition, if the Company grants, issues or sells any rights to purchase its securities pro rata to all its record holders of its common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series G Preferred Stock then held. The Company is prohibited from effecting a conversion of the Series G Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series G Preferred Stock, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holder’s Series G Preferred Stock, but not in excess of the beneficial ownership limitations. May 2017 Public Offering – The May 2017 Public Offering was consummated pursuant to an underwriting agreement (the “Underwriting Agreement”) that we signed on May 15, 2017, with Laidlaw & Company (UK) Ltd. (“Laidlaw”), as underwriter (the “Underwriter”) pursuant to which, among other things, we agreed to issue and sell to the Underwriter, and the Underwriter agreed to purchase from us, in an underwritten public offering, an aggregate of 1,342,858 shares of common stock and 1,000,000 shares of Series G Preferred Stock. We have granted the Underwriters an option for a period of up to 45 days from the date of our prospectus to purchase up to an aggregate of 201,428 additional shares of our common stock at the public offering price of $1.75 per share, less the underwriting discount, solely to cover overallotments. In connection with the May 2017 Public Offering, we agreed with the lead investor of the August 2016 Public Offering (the “Lead Investor”) pursuant to a Letter Agreement, dated May 18, 2017, to issue 2,900,000 shares of common stock (the “Inducement Shares”) to the investors in the August 2016 Public Offering (the “August 2016 Investors”), as incentive shares to those investors to make a minimum required investment in this public offering of at least 50% of their investment in the $9.4 million August 2016 Public Offering, or the Minimum Required Investment, and who still hold 100% of the shares of common stock previously acquired. Such August 2016 Investors shall be entitled to receive their pro rata share of 2,900,000 shares, after the Lead Investor in this offering receives the first 10%. For the August 2016 Investors who purchased Series F Preferred Stock and made the Minimum Required Investment and who still held 100% of the shares of Series F Preferred Stock at the closing of the May 2017 Public Offering, they may, instead of receiving a pro rata share of the 2,610,000 shares remaining after the Lead Investor receives the first 290,000 shares, elect to receive their Inducement Shares in the form of a new series I convertible preferred Stock (the “Series I Preferred Stock”) to be created with similar rights as currently exist in the Series G Preferred Stock. The stated value of each share of Series I Preferred Stock will be $1.75 and the initial conversion price will be $1.75 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In the event of a liquidation, dissolution or winding up of the Company, each share of Series I Preferred Stock will be entitled to a per share preferential payment equal to the par value, or $0.01 per share. All shares of the Company’s capital stock will be junior in rank to the Series I Preferred Stock at the time of creation, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company, except for the Company’s Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock, and Series H Preferred Stock. Also in connection with the May 2017 Public Offering, for these August 2016 Investors to receive the Inducement Shares, each of them must also agree to the cancellation of the warrants issued to them in the August 2016 Public Offering. Investors in the Company’s 2015 private offering that invest at least 25% of their original investment from such private financing in the May 2017 Public Offering and still hold 100% of their common stock or Series E preferred stock from the private 2015 financing also must agree to amend the terms of their outstanding warrants that currently have an exercise price of $11.10 per share, such that the amended warrants shall have an exercise price of $2.00 per share and no cashless exercise feature (as amended, the “Inducement Amended Warrants”). The Company agreed with the Lead Investor to register for resale on a registration statement all the Inducement Shares and shares of common stock underlying the Inducement Amended Warrants, and to issue the Inducement Shares to each investor meeting the investment and ownership terms described above. Based on the closing of the Offering, and election of certain prior investors who made the Minimum Required Investment and elect to take Series I Preferred Stock upon its creation, 931,336 Inducement Shares of common stock were reserved for issuance and 1,968,664 Inducement Shares were reserved for issuance in the form of Series I Preferred Stock that will be created following the closing of the May 2017 Public Offering and will be issued following verification with each investors that the terms of the Inducement Shares have been met. Letter Agreement Dated May 15, 2017 Board Nomination The Company shall nominate one candidate to the Board of Directors of the Company acceptable to the holder of a majority of the Series G Preferred Stock by December 31, 2017, and two current Board members will resign. Executive Hire The Company shall hire a new C-level executive in a leadership role by July 15, 2017. Board Compensation The Company is obligated to issue an aggregate of 1,050,000 options to certain employees and members of the Board, at a price not less than $2.00 per share, and 50,000 options to each other Board member at the current market price in connection with this offering. The options shall be issued pursuant to the Company’s option plan and are subject to the requisite approvals and subject to availability under the plan. To the extent we need to increase the number of shares available under such plan, we will need the approval of our board and stockholders. All board fees will be waived for 2017. Funds Held in Escrow $500,000 of the funds from this offering will be held in escrow and released to one or more investor relations services acceptable to the Company following the closing of this offering. Additionally we granted the Lead Investor in the May 2017 Public Offering certain rights to approve future (i) issuances of our securities, (ii) equity or debt financings and (iii) sales of any development product assets currently held by us, subject to certain exceptions, if such securities are sold at price below $2.50 per share and for as long as the Lead Investor in the offering holds 50% or more of the shares of Series G Preferred Stock purchased by the Lead Investor in this offering (the “May 2017 Consent Right”). All other prior consent rights of the Lead Investor have been superseded by the May 2017 Consent Right.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2017
Basis Of Presentation Policies
Recent Accounting Pronouncements	In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." This update will increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, and it simplified the accounting for sale and leaseback transactions. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update includes multiple provisions intended to simplify various aspects of the accounting for share-based payment transactions including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits in the statement of cash flows and accounting for award forfeitures. This update is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on eight (8) cash flow issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. We expect the adoption of this new standard will not have a material impact on our condensed consolidated financial statements. Management believes that any other recently issued, but not yet effective, accounting standards if currently adopted would not have a material effect on the accompanying condensed consolidated financial statements.

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable
Future principal payments	Years ending December 31: 2017 (remaining) $ 1,388,887 2018 1,666,667 2019 1,666,667 2020 138,889 Notes payable, balance as of March 31, 2017 4,861,110 Unamortized discount on notes payable (591,267 ) Notes payable, balance as of March 31, 2017 4,269,843 Current portion of notes payable (1,666,667 ) Non-current portion of notes payable $ 2,603,176

Stock-based Activity (Tables)

Stock-based Activity (Tables)	3 Months Ended
	Mar. 31, 2017
Stock-based Activity Tables
Valuation Assumptions	2017 2016 Risk-free interest rate 1.5 to 2.0 % 1.2 to 1.4 % Dividend yield 0 % Expected volatility 85 to 73 % 82 to 84 % Expected life of options, in years 1.4 to 6.0 1.0 to 6.0 Weighted average grant date fair value $ 2.2 $ 2.97
Stock-based Compensation	Three Months Ended March 31, 2017 2016 Research and development $ 320,675 $ 303,624 General and administrative 712,136 1,230,264 Total stock-based compensation expense $ 1,032,811 $ 1,533,888
Stock-based Award Activity	Options Outstanding Weighted-Average Exercise Price Outstanding at December 31, 2016 851,375 $ 10.94 Granted 746,690 3.09 Exercised — — Forfeited/cancelled/expired — — Outstanding and expected to vest at March 31, 2017 1,598,065 $ 7.27 Vested and exercisable at March 31, 2017 228,606 $ 14.35
Restricted stock grants	Shares Weighted Average Grant-Date Fair Value Non-vested at December 31, 2016 205,478 $ 16.84 Granted — — Vested — — Forfeited — — Non-vested at March 31, 2017 205,478 $ 16.84
Common stock reserved for future issuance	Common stock reserved for conversion of preferred stock and warrants 8,099,568 Common stock options outstanding 1,598,066 Authorized for future grant or issuance under the Stock Plan 271,048 Unvested restricted stock 205,478 Total 10,174,160

Net Loss per Share (Tables)

Net Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Net Loss Per Share Tables
Potentially dilutive securities	As of March 31, 2017 2016 Stock options 1,598,066 607,528 Preferred stock 2,975,424 2,927,325 Unvested restricted stock 205,478 310,926 Warrants to purchase common stock 5,124,144 1,199,505 Total 9,903,112 5,045,284

Commitments and contingencies (

Commitments and contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Minimum future annual operating lease obligations	2017 (remaining) $ 17,480 2018 23,306 2019 23,306 2020 23,306 2021 7,769 Less interest (14,170 ) Principal 80,997 Less current portion (17,361 ) Noncurrent portion $ 63,636
Future minimum lease payments	2017 (remaining) $ 330,299 2018 451,409 2019 464,951 2020 478,900 2021 493,267 Thereafter 82,612 Total $ 2,301,438

Basis of Presentation (Details

Basis of Presentation (Details Narrative)	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
State of incorporation	Delaware
Date of incorporation	Oct. 20, 1988
Trading symbol	MBVX

Liquidity and Going Concern (De

Liquidity and Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net (loss)	$ (5,354,854)	$ (4,404,770)
Net cash used for operating activities	3,177,637	2,911,630
Net cash used in investing activities	0	153,899
Gross proceeds from financing	4,100,000
Net cash provided by financing activities	(204,892)	4,610,324
Cash and cash equivalents	596,761	$ 5,628,880	$ 3,979,290	$ 4,084,085
Accumulated deficit	83,617,115		78,262,261
Stockholders' deficit	$ (922,921)		$ 3,342,522

Convertible Preferred Stock, 26

Convertible Preferred Stock, Common Stock and Warrants (Details Narrative) - shares	Mar. 31, 2017	Dec. 31, 2016
Series D Convertible Preferred Stock [Member]
Preferred stock, shares issued	132,489	132,489
Preferred stock, shares outstanding	132,489	132,489
Common stock issuable upon conversion of preferred	1,790,392
Series E Convertible Preferred Stock [Member]
Preferred stock, shares issued	33,333	33,333
Preferred stock, shares outstanding	33,333	33,333
Common stock issuable upon conversion of preferred	519,751
Series F Convertible Preferred Stock [Member]
Preferred stock, shares issued	665,281	665,281
Preferred stock, shares outstanding	665,281	665,281
Common stock issuable upon conversion of preferred	665,281

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Years ending December 31:
2,017	$ 1,388,887
2,018	1,666,667
2,019	1,666,667
2,020	138,889
Notes Payable, balance as of March 31, 2017	4,861,110
Unamortized discount on notes payable	(591,267)
Notes Payable, balance as of March 31, 2017	4,269,843
Current portion of notes payable	(1,666,667)	$ (1,589,661)
Non-current portion of notes payable	$ 2,603,176	$ 2,774,627

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Notes Payable
Interest expense	$ 156,657	$ 128,929

Stock-based Activity (Details)

Stock-based Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Dividend yield	0.00%	0.00%
Weighted average grant date fair value	$ 2.20	$ 2.97
Minimum [Member]
Risk-free interest rate	1.50%	1.20%
Expected volatility	73.00%	82.00%
Expected life of options, in years	1 year 4 months 24 days	1 year
Maximum [Member]
Risk-free interest rate	2.00%	1.40%
Expected volatility	85.00%	84.00%
Expected life of options, in years	6 years	6 years

Stock-based Activity (Details 1

Stock-based Activity (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 1,533,888	$ 1,032,811
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	303,624	320,675
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 1,230,264	$ 712,136

Stock-based Activity (Details 2

Stock-based Activity (Details 2)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Options Outstanding
Options Outstanding, Outstanding at beginning of period | shares	851,375
Options Granted | shares	746,690
Options Exercised | shares	0
Options Forfeited/cancelled/expired | shares	0
Options Outstanding and expected to vest at end of period | shares	1,598,065
Vested and exercisable at March 31, 2017 | shares	228,606
Weighted-Average Exercise Price
Weighted-Average Exercise Price, Outstanding at beginning of period | $ / shares	$ 10.94
Weighted-Average Exercise Price, Granted | $ / shares	3.09
Weighted-Average Exercise Price, Exercised | $ / shares	0
Weighted-Average Exercise Price, Forfeited/cancelled/expired | $ / shares	0
Weighted-Average Exercise Price, Outstanding and expected to vest at end of period | $ / shares	7.27
Weighted-Average Exercise Price, Vested and exercisable at March 31, 2017 | $ / shares	$ 14.35

Stock-based Activity (Details 3

Stock-based Activity (Details 3)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Shares
Nonvested at beginning of period | shares	205,478
Granted | shares	0
Vested | shares	0
Forfeited | shares	0
Nonvested at end of period | shares	205,478
Weighted Average Grant-Date Fair Value
Nonvested at beginning of period | $ / shares	$ 16.84
Granted | $ / shares	0
Vested | $ / shares	0
Forfeited | $ / shares	0
Nonvested at end of period | $ / shares	$ 16.84

Stock-based Activity (Details 4

Stock-based Activity (Details 4)	Mar. 31, 2017shares
Common stock reserved for future issuance	10,174,160
Equity Option [Member]
Common stock reserved for future issuance	1,598,066
Common stock reserved for conversion of preferred stock and warrants [Member]
Common stock reserved for future issuance	8,099,568
Stock Plan [Member]
Common stock reserved for future issuance	271,048
Restricted Stock [Member]
Common stock reserved for future issuance	205,478

Stock-based Activity (Details N

Stock-based Activity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Unrecognized stock-based compensation expense, options	$ 4,009,153
Unrecognized stock-based compensation expense, recognition period	2 years 3 months 25 days
Weighted average remaining Contractual term, stock options outstanding	9 years 1 month 24 days	9 years 2 months 8 days
Options Granted	746,690
Weighted average exercise price	$ 3.09

Net Loss per Share (Details)

Net Loss per Share (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	9,903,112	5,045,284
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	1,598,066	607,528
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	2,975,424	2,927,325
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	205,478	310,926
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from diluted net loss per common share calculations	5,124,144	1,199,505

Contracts and Agreements (Detai

Contracts and Agreements (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Notes to Financial Statements
Revenues	$ 0	$ 148,054

Commitments and contingencies37

Commitments and contingencies (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Notes to Financial Statements
2017 (remainder of)	$ 17,480
2,018	23,306
2,019	23,306
2,020	23,306
2,021	7,769
Less interest	(14,170)
Principal	80,997
Less current portion	(17,361)	$ (17,004)
Noncurrent portion	$ 63,636	$ 68,113

Commitments and contingencies38

Commitments and contingencies (Details 1)	Mar. 31, 2017USD ($)
Notes to Financial Statements
2017 (remaining)	$ 330,299
2,018	451,409
2,019	464,951
2,020	478,900
2,021	493,267
Thereafter	82,612
Total	$ 2,301,438

Commitments and contingencies39

Commitments and contingencies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Notes to Financial Statements
Rent expense	$ 115,238	$ 87,683