Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Q Therapeutics, Inc. | |
Entity Central Index Key | 1,366,541 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filer | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 30,826,549 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 23,218 | $ 707,011 |
Receivables | 4,136 | |
Prepaid expenses and other | $ 38,063 | 10,596 |
Total current assets | 61,281 | 721,743 |
Property and equipment, net | 20,316 | 26,568 |
Total assets | 81,597 | 748,311 |
Current liabilities: | ||
Accrued compensation | 1,013,148 | 705,753 |
Accounts payable | 369,798 | $ 263,728 |
Notes payable | 275,000 | |
Accrued liabilities | $ 107,486 | $ 42,507 |
Derivative liabilities | 32,175 | |
Total current liabilities | $ 1,765,432 | $ 1,044,163 |
Commitments and contingencies (Notes 2, 5, 8 and 9) | ||
Accrued liabilities, long-term | $ 325,247 | |
Liabilities | 2,090,679 | $ 1,044,163 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value: 100,000,000 shares authorized; 30,826,549 and 30,477,460 shares outstanding as of September 30, 2015 and December 31, 2014, respectively | 3,083 | 3,048 |
Additional paid-in capital | 27,793,118 | 26,933,171 |
Accumulated deficit | (29,805,283) | (27,232,071) |
Total stockholders' deficit | (2,009,082) | (295,852) |
Total liabilities and stockholders' deficit | $ 81,597 | $ 748,311 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, par value (in Dollars per Share) | $ .0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Common stock, shares outstanding (in Shares) | 30,826,549 | 30,477,460 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements of Operations [Abstract] | ||||
Grant revenues | $ 167,240 | $ 667,456 | ||
License fees and other revenues | 2,400 | |||
Total operating revenues | $ 167,240 | 669,856 | ||
Cost of revenues | 800 | |||
Gross profit | $ 167,240 | 669,056 | ||
Operating expenses: | ||||
General and administrative | $ 742,078 | 429,539 | $ 1,843,777 | 1,482,271 |
Research and development | 243,053 | 374,944 | 731,234 | 1,642,027 |
Total operating expenses | 985,131 | 804,483 | 2,575,011 | 3,124,298 |
Operating loss | (985,131) | (637,243) | (2,575,011) | (2,455,242) |
Other income (expense): | ||||
Other income, net | $ 828 | 4,583 | 2,416 | 5,808 |
Gain on derivative liabilities | 13,057 | 32,175 | 35,617 | |
Interest expense | $ (19,142) | (143) | (32,792) | (110,864) |
Total other income (expense) | (18,314) | 17,497 | 1,799 | (69,439) |
Loss before provision (benefit) for income taxes | $ (1,003,445) | $ (619,746) | $ (2,573,212) | $ (2,524,681) |
Provision (benefit) for income taxes | ||||
Net loss | $ (1,003,445) | $ (619,746) | $ (2,573,212) | $ (2,524,681) |
Weighted average number of common shares outstanding - basic and diluted (in Shares) | 30,826,549 | 30,352,605 | 30,780,209 | 28,440,705 |
Net loss per common share - basic and diluted (in Dollars per Share) | $ (.03) | $ (.02) | $ (.08) | $ (.09) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (2,573,212) | $ (2,524,681) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 745,851 | 527,307 |
Gain on derivative liabilities | (32,175) | (35,617) |
Depreciation and amortization | $ 7,640 | 7,157 |
Original debt discount | 63,333 | |
Common stock issued for services | 59,500 | |
Decrease (increase) in: | ||
Receivables | $ 4,136 | (159,748) |
Prepaid expenses and other | (27,467) | 13,258 |
Increase in: | ||
Accrued compensation | 307,395 | 677,965 |
Accounts payable and accrued liabilities | 496,296 | 294,032 |
Net cash used in operating activities | (1,071,536) | (1,077,494) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,388) | $ (5,615) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 275,000 | |
Proceeds from exercise of common stock warrants | 110,831 | |
Proceeds from exercise of common stock options | $ 3,300 | $ 15,367 |
Issuance of common stock for cash | 2,016,000 | |
Net cash provided by financing activities | $ 389,131 | 2,031,367 |
Net increase (decrease) in cash | (683,793) | 948,258 |
Cash as of beginning of the period | 707,011 | 142,532 |
Cash as of end of the period | 23,218 | 1,090,790 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 1,062 | $ 572 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) | 9 Months Ended |
Sep. 30, 2014USD ($)shares | |
Supplemental disclosure of noncash investing and financing activities: | |
Value of accounts payable settled through equity issuance | $ 2,727,030 |
Value of notes payable settled through equity issuance | $ 531,863 |
Conversion of debt, shares issued (in Shares) | shares | 3,258,893 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization [Abstract] | |
Organization | 1. Organization Q Therapeutics, Inc. (Q Therapeutics) conducts its operations through its wholly owned subsidiary, Q Therapeutic Products, Inc. (Q Products), and Q Products’ wholly owned subsidiary, NeuroQ Research, Inc. (collectively, the Company). Q Therapeutics is a Salt Lake City, Utah-based clinical stage biopharmaceutical company that is developing human cell-based therapies intended to treat degenerative diseases of the brain and spinal cord, the primary components of the central nervous system (CNS). These potential therapies are based on technology developed by Q Products’ co-founder Mahendra Rao, M.D., Ph.D., a leader in glial stem cell biology, during his tenure at the University of Utah and as Head of the Stem Cell Section in the Laboratory of Neuroscience at the National Institutes of Health (NIH) Institute of Aging. Dr. Rao was one of the first scientists to identify and seek patent coverage on stem cells and their progeny cells found in the CNS. After licensing Dr. Rao’s technology from the University of Utah and NIH, Q Products commenced operations in the spring of 2004 to develop cell-based therapeutics that can be sold as “off-the-shelf” pharmaceuticals. In June 2015, the Company announced that the U.S. Food and Drug Administration (FDA) had cleared its Investigational New Drug Application (IND) for the initiation of Phase 1/2a clinical trials with its Q-Cells ® |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The following significant accounting policies are followed by the Company in preparing its condensed consolidated financial statements: Basis of Presentation and Consolidation These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on March 31, 2015. The results of operations for the three-month and nine-month periods ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles (US GAAP), and include all assets and liabilities of Q Therapeutics and its wholly owned subsidiary, Q Products. All material transactions and balances have been eliminated. Going Concern Assumption and Liquidity The Company has not generated significant revenues and is in the process of developing its products. The Company’s products have not been approved by the U.S. Food and Drug Administration (FDA) for commercial sale; therefore, the Company has not generated revenues from commercial therapeutic product sales. Historically, the Company has been dependent on government grants and debt and equity raised from individual investors to sustain its operations. The Company’s continued operations will depend on its ability to raise funds through similar sources. There can be no assurance that such capital will be available on favorable terms or at all. If it is unable to raise additional capital, the Company will be forced to curtail development activities, which will delay the development of its product candidates, including the initiation of its 1/2a clinical trials with its Q-Cells ® 2015 Financing Transactions Between January 26, 2015 and February 23, 2015, 327,455 common stock warrants and 21,634 common stock options, were exercised resulting in cash proceeds to the Company of $114,131. Between June 11, 2015 and September 8, 2015, the Company received $275,000 in cash proceeds as a result of certain noteholders (one of which is an affiliate) issuing bridge loans to the Company. These promissory notes were issued with a maturity premium equal to 110% of the loan face amount (the Maturity Premium), irrespective of whether the notes are paid on or before the maturity date and bear a simple interest rate of 5% per year. The notes are due and payable in full on December 31, 2015 (the Maturity Date). The Company may, at its sole option, extend the Maturity Date by 180 days. Such extension of the Maturity Date will trigger an increase in the Maturity Premium from 110% to 120%. Additionally, under certain circumstances, the noteholders may elect to convert their notes into equity (see Note 5). 2014 Financing Transactions Between March 7 and April 14, 2014, the Company issued an aggregate of 4,420,530 units, each unit consisting of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock for which the Company received cash consideration of $2,012,500 and settled indebtedness of $2,408,030 (2014 Financing Transactions). The warrants have an initial exercise price of $1.00 per share, are immediately exercisable, and expire in no more than four years from the date of issuance. Both the shares of common stock and the warrants issued in the 2014 Financing Transactions have a “down-round” protection provision provided to the investors in the financing. As of September 30, 2015, the down-round protection rights had expired. With respect to the common shares and warrants issued, with certain exceptions, if the Company subsequently issues or sells any shares of common stock or any common stock equivalents pursuant to which shares of common stock may be acquired at a price less than $1.00 per share, then the Company shall promptly issue additional shares of common stock to the investor in an amount such that the subscription price paid when divided by the total number of shares issued will result in an actual price paid per share of common stock equal to such lower price and with respect to warrants, the warrant exercise prices shall be reduced to the lesser price at which the common stock or common stock equivalents were issued. On June 30, 2014, the Company issued 854,363 shares of common stock and warrants to purchase 1,277,363 shares of common stock resulting from an additional tranche of financing for which the Company received cash consideration of $3,500 and a settlement of indebtedness of $850,863. The common stock and warrants have terms similar to the 2014 Financing Transactions. As of September 30, 2015, the warrants have an average remaining life of 2.57 years. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Accordingly, actual results could differ from those estimates. Key estimates include allowances for doubtful accounts receivable, useful lives for property and equipment, valuation allowances for net deferred income tax assets and valuations for stock-based compensation awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Revenue Recognition and Grants Receivable The Company periodically applies for research grants, including as a sub-recipient to grants funded by government agencies through research universities. Grant revenues are recognized as the associated expenses are incurred and are billed in conjunction with the terms of the grants. The Company records its grants receivable in accordance with the provisions of the grant agreements. The Company’s grants receivable are considered past due when payment has not been received within 30 days of the invoice date, although certain institutions customarily do not pay within these terms. The amounts of the specific allowances are estimated by management based on various assumptions including the age of the individual receivable, as well as changes in payment schedules and histories. Receivable balances are charged off against the allowance for doubtful accounts when management determines the potential for recovery is remote. Recoveries of receivables previously charged off are recorded when payment is received. The Company was the recipient of a sub-award as part of the fourth and final year of grant funding awarded to The Johns Hopkins University from the National Institute of Neurological Diseases and Stroke (NINDS) of the National Institutes of Health in the amount of $677,864. As of September 30, 2015, all funds derived from that grant have been received. Stock-Based Compensation The Company calculates the estimated fair value of its stock options and warrants on the grant date using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation expense as services are provided, which is generally over the vesting period of the individual equity instruments. Expense related to stock options issued in lieu of cash to non-employees for services performed are measured at the fair value of the options on the date they are earned and the related expense is recognized as services are provided. The volatility assumption used in the Black-Scholes option-pricing model is based on the volatility of publicly traded companies in the same industry segment as the Company. The expected lives of the options and warrants granted represent the periods of time that the options granted are expected to be outstanding. The risk free rates for periods within the contractual lives of the options and warrants are based on the U.S. Treasury securities constant maturity rate that corresponds to the expected terms in effect at the time of grant. Stock-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations. Net Loss Per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock. Due to the fact that for all periods presented the Company has incurred net losses, potential dilutive common share equivalents as of September 30, 2015 and 2014, totaling 27,060,608 and 25,152,288, respectively, are not included in the calculation of Diluted EPS because they are anti-dilutive. Therefore, basic net loss per common share is the same as diluted net loss per common share for the three and nine months ended September 30, 2015 and 2014. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 3. Accrued Liabilities Accrued liabilities consist of the following: September 30, 2015 December 31, 2014 Accrued legal fees $ 42,500 $ 42,500 Accrued interest 30,495 — Accrued 401(k) contributions 23,603 — Other accrued liabilities 10,888 7 Accrued liabilities, current portion 107,486 42,507 Long-term accrued liabilities 325,247 — Total accrued liabilities $ 432,733 $ 42,507 Long-term accrued liabilities consist of the former Chief Executive Officer’s accrued compensation of $289,540 (see Note 4) and other long-term accrued liabilities $35,707. |
Accrued Compensation
Accrued Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Compensation [Abstract] | |
Accrued Compensation | 4. Accrued Compensation September 30, 2015 December 31, 2014 Accrued wages $ 644,741 $ 621,072 Accrued termination costs 293,772 — Accrued vacation 74,635 84,681 Total accrued compensation $ 1,013,148 $ 705,753 Historically, accrued wages consisted of salaries and related employment taxes resulting from the former Chief Executive Officer, the current Chief Executive Officer, and the current Chief Strategy Officer agreeing to defer payment of their salaries until additional funding was obtained. On September 8, 2015, as part of a planned retirement, Ms. Deborah Eppstein retired as the Company’s President and Chief Executive Officer. The Company and Ms. Eppstein entered into a Separation and Release of Claims Agreement (the Separation Agreement). The Separation Agreement provides that Ms. Eppstein (1) will receive accrued salary of $523,020 and accrued vacation of $25,229 to be paid in increments of $22,500 monthly until paid in full; (2) is eligible to receive a special bonus of up to $320,932 to be determined by the Board after the Company completes a financing in excess of $10,000,000; and (3) will receive up to eight months insurance benefits totaling approximately $12,480. In connection with the Separation Agreement, the Company has recorded estimated employer payroll taxes of $22,583 with respect to Ms. Eppstein. The accrued salary and bonus payments are contingent upon the occurrence of certain events set forth in the Separation Agreement and are expected to be paid within five years from the date of separation. The special bonus has not been accrued as the amount has not yet been determined by the Board and will not be determined until the completion of a significant financing. As of September 30, 2015, the Company had recorded accrued termination costs of $293,772 and long-term accrued liabilities of $289,540 resulting from Ms. Eppstein’s separation. As of September 30, 2015, no payments had been made under this agreement. As of September 30, 2015, accrued wages specific to the other two officers who agreed to defer receipt of salaries totaled $554,947. The remaining $89,794 of accrued wages consists of bonuses, deferred salary for one additional employee, and payroll for days worked in September 2015 that were not paid until October 2015. For the nine months ended September 30, 2015 and 2014, salary expense incurred but not paid for the Company’s current officers totaled $298,831 and $128,326, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Notes Payable [Text Block] | 5. Notes Payable Between June and September 2015, the Company received $275,000 in cash proceeds as a result of certain noteholders (one of which is an affiliate) issuing bridge loans to the Company. These promissory notes were issued with a maturity premium (Maturity Premium) equal to 110% of the loan face amount, irrespective of whether the notes are paid on or before the maturity date and bear a simple interest rate of 5% per year. The notes are due and payable in full on December 31, 2015 (Maturity Date). The Company may, at its sole option, extend the Maturity Date by 180 days. Such extension of the Maturity Date will trigger an increase in the Maturity Premium from 110% to 120%. Additionally, under certain circumstances, the noteholders may elect to convert their notes into equity. As of September 30, 2015, no payments had been made on the notes and interest of $30,495. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 6. Derivative Liabilities In connection with the 2014 Financing Transactions, the Company recorded derivative liabilities related to down-round protection provided to stockholders in the event that the Company issued additional units, similar to those issued in the 2014 Financing Transactions, at a price below $1.00 per share. The down-round provision was designed to expire upon the earlier of the effectiveness of a registration statement with the SEC or one year after the issuance date. As of September 30, 2015, the down-round protection provisions have all expired. In prior quarters, with the assistance of a third-party valuation specialist, the Company valued the derivative liabilities pursuant to the accounting guidance of Accounting Standards Codification 820-10, Fair Value Measurements Fair values of the down-round provision of the warrants and common stock were determined using the Monte-Carlo Simulation Model valuation technique. The Monte-Carlo Simulation Model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to expected conversion. In addition, management assessed the probabilities of future financing assumptions. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, US GAAP established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1 Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2 Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. Level 3 Unobservable inputs that are used when little or no market data is available, which require the Company to develop its own assumptions about how market participants would value the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment. There were no assets or liabilities measured at fair value on a recurring basis as of September 30, 2015. The following table presents the fair value reconciliation of Level 3 liabilities measured at fair value on a recurring basis during the nine months ended September 30, 2015. Fair Value Derivatives Beginning balance, as of December 31, 2014 $ 32,175 Gain on derivative liabilities (32,175 ) Ending balance, as of September 30, 2015 $ — The derivative liabilities were settled through the expiration of the down-round protection provisions of the 2014 Financing Transactions. The carrying amount of zero as of September 30, 2015 was derived from Level 3 inputs and represents management’s best estimate of fair value. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity (Defecit) [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Common Stock As of September 30, 2015, the Company is authorized to issue 100,000,000 shares of common stock, of which 30,826,549 shares are outstanding. Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights. Preferred Stock As of September 30, 2015, the Company was authorized to issue 10,000,000 shares of preferred stock; however, no shares of preferred stock have been issued to date. Stock Options The following summarizes the outstanding common stock options and related activity for the nine months ended September 30, 2015: Number of Weighted Weighted Average Aggregate Outstanding as of December 31, 2014 8,952,927 $ 0.52 7.61 $ 1,601,845 Granted 1,556,251 0.70 — — Exercised (21,634 ) 0.15 — — Forfeited (135,211 ) 0.07 — — Outstanding as of September 30, 2015 10,352,333 0.55 7.36 1,504,728 Exercisable as of September 30, 2015 7,403,791 0.50 6.82 1,504,728 For the nine months ended September 30, 2015, 21,634 options were exercised for proceeds of $3,300. As of September 30, 2015, options to purchase 3,628,268 shares of common stock under the Plan were available for future grant. As part of the former CEO’s separation agreement, all of Ms. Eppstein’s options immediately vested upon her separation date and the Company incurred a one-time charge of $191,605 to stock-based compensation expense. Stock-based compensation for the three months ended September 30, 2015 and 2014 was $373,775 and $139,050, respectively. Stock-based compensation for the nine months ended September 30, 2015 and 2014 was $745,851 and $527,307, respectively. As of September 30, 2015, the Company had $968,552 of unrecognized stock-based compensation expense related to non-vested awards that will be recognized over a weighted-average period of 2.54 years. Warrants In January 2015, the Company issued a warrant to purchase 50,000 shares of common stock to a consulting firm pursuant to the terms of a business consulting agreement which is effective through December 31, 2015. Between January 26, 2015 and February 13, 2015, 327,455 warrants were exercised for total cash proceeds of $110,831. During the nine months ended September 30, 2015, 1,008,431 warrants expired. As of September 30, 2015, 16,705,275 warrants to purchase common stock had been issued with exercise prices ranging from $1.00 to $2.00 per share and terms ranging from four to seven years. The weighted average warrant exercise price is $1.30 and the weighted average remaining life is 2.91 years. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments Advisory Agreement In July 2013, the Company entered into a consulting services agreement that terminates December 31, 2015. In connection with the agreement, the Company issued a warrant to purchase 75,000 shares of common stock at a strike price of $1.01 per share. The warrant has a five-year life and a cashless exercise option. In January 2014 and January 2015, the Company issued two additional warrants each of which allowed the warrant holder to purchase 50,000 shares of common stock with similar terms to the 75,000 issuance. The consulting firm has received all the warrants earned under the agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events In October 2015, the Company received $35,000 in cash proceeds as a result of a certain noteholder (which is an affiliate of the Company) issuing a bridge loan to the Company. The promissory note was issued with a maturity premium (Maturity Premium) equal to 110% of the loan face amount, irrespective of whether the note is paid on or before the maturity date and bears a simple interest rate of 5% per year. The note is due and payable in full on December 31, 2015 (the Maturity Date). The Company may, at its sole option, extend the Maturity Date by 180 days. Such extension of the Maturity Date will trigger an increase in the Maturity Premium from 110% to 120%. Additionally, under certain circumstances, the noteholder may elect to convert its note into equity. In November 2015, the Company received $475,000 in cash proceeds as a result of the Company issuing promissory notes to certain noteholders (one of which is an affiliate of the Company). The promissory notes were issued with a repayment premium equal to 35% of the loan face amount (Repayment Premium), irrespective of whether the notes are paid on or before the Maturity Date, and bear a simple interest rate of 5% per year. Unless the entire outstanding principal amount of these promissory notes, plus all accrued but unpaid interest, plus the Repayment Premium, is converted into equity in accordance with the provisions of the promissory notes, the promissory notes will become due and payable in full on the first to occur of (a) March 31, 2017 (Maturity Date) or (b) demand of written notice following an event of default. Notwithstanding an event of default, the Company may, at its sole option, extend the Maturity Date by 180 days. Such extension of the Maturity Date will trigger an increase in the Repayment Premium from 35% to 40%. Additionally, the noteholders have agreed to mandatory conversion of the notes into equity as part of a qualified financing. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation, Policy | Basis of Presentation and Consolidation These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on March 31, 2015. The results of operations for the three-month and nine-month periods ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles (US GAAP), and include all assets and liabilities of Q Therapeutics and its wholly owned subsidiary, Q Products. All material transactions and balances have been eliminated. |
Going Concern Assumption and Liquidity, Policy | Going Concern Assumption and Liquidity The Company has not generated significant revenues and is in the process of developing its products. The Company’s products have not been approved by the U.S. Food and Drug Administration (FDA) for commercial sale; therefore, the Company has not generated revenues from commercial therapeutic product sales. Historically, the Company has been dependent on government grants and debt and equity raised from individual investors to sustain its operations. The Company’s continued operations will depend on its ability to raise funds through similar sources. There can be no assurance that such capital will be available on favorable terms or at all. If it is unable to raise additional capital, the Company will be forced to curtail development activities, which will delay the development of its product candidates, including the initiation of its 1/2a clinical trials with its Q-Cells ® |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Accordingly, actual results could differ from those estimates. Key estimates include allowances for doubtful accounts receivable, useful lives for property and equipment, valuation allowances for net deferred income tax assets and valuations for stock-based compensation awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. |
Revenue Recognition and Grants Receivable, Policy | Revenue Recognition and Grants Receivable The Company periodically applies for research grants, including as a sub-recipient to grants funded by government agencies through research universities. Grant revenues are recognized as the associated expenses are incurred and are billed in conjunction with the terms of the grants. The Company records its grants receivable in accordance with the provisions of the grant agreements. The Company’s grants receivable are considered past due when payment has not been received within 30 days of the invoice date, although certain institutions customarily do not pay within these terms. The amounts of the specific allowances are estimated by management based on various assumptions including the age of the individual receivable, as well as changes in payment schedules and histories. Receivable balances are charged off against the allowance for doubtful accounts when management determines the potential for recovery is remote. Recoveries of receivables previously charged off are recorded when payment is received. The Company was the recipient of a sub-award as part of the fourth and final year of grant funding awarded to The Johns Hopkins University from the National Institute of Neurological Diseases and Stroke (NINDS) of the National Institutes of Health in the amount of $677,864. As of September 30, 2015, all funds derived from that grant have been received. |
Stock-Based Compensation, Policy | Stock-Based Compensation The Company calculates the estimated fair value of its stock options and warrants on the grant date using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation expense as services are provided, which is generally over the vesting period of the individual equity instruments. Expense related to stock options issued in lieu of cash to non-employees for services performed are measured at the fair value of the options on the date they are earned and the related expense is recognized as services are provided. The volatility assumption used in the Black-Scholes option-pricing model is based on the volatility of publicly traded companies in the same industry segment as the Company. The expected lives of the options and warrants granted represent the periods of time that the options granted are expected to be outstanding. The risk free rates for periods within the contractual lives of the options and warrants are based on the U.S. Treasury securities constant maturity rate that corresponds to the expected terms in effect at the time of grant. Stock-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations. |
Net Loss Per Common Share, Policy | Net Loss Per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock. Due to the fact that for all periods presented the Company has incurred net losses, potential dilutive common share equivalents as of September 30, 2015 and 2014, totaling 27,060,608 and 25,152,288, respectively, are not included in the calculation of Diluted EPS because they are anti-dilutive. Therefore, basic net loss per common share is the same as diluted net loss per common share for the three and nine months ended September 30, 2015 and 2014. |
Recent Accounting Pronouncements, Policy | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: September 30, 2015 December 31, 2014 Accrued legal fees $ 42,500 $ 42,500 Accrued interest 30,495 — Accrued 401(k) contributions 23,603 — Other accrued liabilities 10,888 7 Accrued liabilities, current portion 107,486 42,507 Long-term accrued liabilities 325,247 — Total accrued liabilities $ 432,733 $ 42,507 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Compensation [Abstract] | |
Schedule of Accrued Compensation | Accrued Compensation September 30, 2015 December 31, 2014 Accrued wages $ 644,741 $ 621,072 Accrued termination costs 293,772 — Accrued vacation 74,635 84,681 Total accrued compensation $ 1,013,148 $ 705,753 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Liabilities [Abstract] | |
Schedule of Derivative liability fair value unobservable input reconciliation | The following table presents the fair value reconciliation of Level 3 liabilities measured at fair value on a recurring basis during the nine months ended September 30, 2015. Fair Value Derivatives Beginning balance, as of December 31, 2014 $ 32,175 Gain on derivative liabilities (32,175 ) Ending balance, as of September 30, 2015 $ — |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity (Defecit) [Abstract] | |
Summary of Outstanding Common Stock Options and Related Activity | The following summarizes the outstanding common stock options and related activity for the nine months ended September 30, 2015: Number of Weighted Weighted Average Aggregate Outstanding as of December 31, 2014 8,952,927 $ 0.52 7.61 $ 1,601,845 Granted 1,556,251 0.70 — — Exercised (21,634 ) 0.15 — — Forfeited (135,211 ) 0.07 — — Outstanding as of September 30, 2015 10,352,333 0.55 7.36 1,504,728 Exercisable as of September 30, 2015 7,403,791 0.50 6.82 1,504,728 |
Significant Accounting Polici21
Significant Accounting Policies (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 23, 2015 | Jun. 30, 2014 | Apr. 14, 2014 | Sep. 30, 2015 | Sep. 08, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Going Concern Assumption and Liquidity | |||||||||
Accumulated deficit | $ (29,805,283) | $ (29,805,283) | $ (27,232,071) | ||||||
Stockholders' deficit | (2,009,082) | (2,009,082) | (295,852) | ||||||
Working capital | (1,704,151) | $ (1,704,151) | |||||||
2015 Financing Transactions | |||||||||
Common stock warrants exercised (in Shares) | 327,455 | ||||||||
Options exercised (in Shares) | 21,634 | 21,634 | |||||||
Proceeds from warrants and options exercised | $ 114,131 | ||||||||
Proceeds from noteholders' short term bridge loans | $ 275,000 | $ 275,000 | $ 275,000 | ||||||
Notes maturity premium, percent to face amount (in Percent) | 110.00% | 110.00% | |||||||
Note payable, annual interest rate, simple (in Percent) | 5.00% | 5.00% | 5.00% | ||||||
Note payable, maturity date (in Date) | Dec. 31, 2015 | Dec. 31, 2015 | |||||||
Company discretionary option to extend maturity date, period (in Duration) | 180 days | 180 days | |||||||
Notes maturity premium, percent to face amount if maturity date extension is election by Company (in Percent) | 120.00% | 120.00% | |||||||
2014 Financing Transactions | |||||||||
Issuance of equity units for cash, $1.00 per unit, containing one share of common stock and one warrant to purchase one share of common stock (in Shares) | 4,420,530 | ||||||||
Cash proceeds for issuance of equity | $ 3,500 | $ 2,012,500 | |||||||
Debt conversion, original debt amount | $ 850,863 | $ 2,408,030 | |||||||
Warrants, exercise price (in Dollars per Share) | $ 1 | ||||||||
Maximum warrant term (in Duration) | 4 years | ||||||||
Floor price of prospective common stock issues below which additional shares must be issued to the investor (in Dollars per Share) | $ 1 | $ 1 | $ 1 | ||||||
Period of expiration of downround provision if earlier than the effectiveness date of a registation statement (in Duration) | 1 year | ||||||||
Common stock issued (in Shares) | 854,363 | ||||||||
Warrants issued (in Shares) | 1,277,363 | ||||||||
Weighted average remaining contractual term of outstanding warrants (in Duration) | 2 years 6 months 26 days | ||||||||
Revenue Recognition and Grants Receivable | |||||||||
Period after which grants receivable are considered past due | 30 days | ||||||||
Grant revenue under sub-award | $ 677,864 | ||||||||
Net Loss Per Common Share | |||||||||
Anti-dilutive common share equivalents excluded from calculation of diluted earnings per share (in Shares) | 27,060,608 | 25,152,288 | 27,060,608 | 25,152,288 |
Accrued Liabilities (Narrative)
Accrued Liabilities (Narrative) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Accrued compensation to former CEO, noncurrent | $ 289,540 | |
Other long-term accrued liabilities | $ 35,707 |
Accrued Liabilities (Schedule o
Accrued Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Accrued legal fees | $ 42,500 | $ 42,500 |
Accrued interest | 30,495 | |
Accrued 401(k) contributions | 23,603 | |
Other accrued liabilities | 10,888 | $ 7 |
Accrued liabilities, current portion | 107,486 | 42,507 |
Long-term accrued liabilities | 325,247 | |
Total accrued liabilities | $ 432,733 | $ 42,507 |
Accrued Compensation (Narrative
Accrued Compensation (Narrative) (Details) - USD ($) | Jan. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
CEO Contingent Retirement Benefits [Abstract] | ||||
Accrued wages due under Separation Agreement | $ 523,020 | |||
Accrued vacation due under Separation Agreement | 25,229 | |||
Scheduled monthly payments under Separation Agreement | $ 22,500 | |||
Maximum term of scheduled payments under Separation Agreement | 8 months | |||
Maximum value of unrecorded Board-determined special bonus due under Separation Agreement | $ 320,932 | |||
Minimum financing prerequisite to Board-determined bonus under Separation Agreement | $ 10,000,000 | |||
Term of insurance benefits provision under Separation Agreement | 8 months | |||
Approximate value of insurance benefits due under Separation Agreement | $ 12,480 | |||
Estimated employer payroll taxes due under Separation Agreement | 22,583 | |||
Recorded accrued termination costs | 293,772 | |||
Accrued compensation to former CEO, noncurrent | 289,540 | |||
Compensation Accrued [Line Items] | ||||
Accrued wages | 644,741 | $ 621,072 | ||
Current Officers [Member] | ||||
Compensation Accrued [Line Items] | ||||
Accrued wages | 554,947 | |||
Salary expense incurred but not paid | $ 298,831 | $ 128,326 | ||
Bonuses and Deferred Salary for One Additional Employee and Month-End Unpaid Worked Days [Member] | ||||
Compensation Accrued [Line Items] | ||||
Accrued wages | $ 89,794 |
Accrued Compensation (Schedule
Accrued Compensation (Schedule of Accrued Compensation) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Compensation [Abstract] | ||
Accrued wages | $ 644,741 | $ 621,072 |
Accrued termination costs | 293,772 | |
Accrued vacation | 74,635 | $ 84,681 |
Total accrued compensation | $ 1,013,148 | $ 705,753 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 08, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Notes Payable [Abstract] | |||||
Proceeds from noteholders' short term bridge loans | $ 275,000 | $ 275,000 | $ 275,000 | ||
Notes maturity premium, percent to face amount (in Percent) | 110.00% | 110.00% | |||
Note payable, annual interest rate, simple (in Percent) | 5.00% | 5.00% | 5.00% | ||
Note payable, maturity date (in Date) | Dec. 31, 2015 | Dec. 31, 2015 | |||
Company discretionary option to extend maturity date, period (in Duration) | 180 days | 180 days | |||
Notes maturity premium, percent to face amount if maturity date extension is election by Company (in Percent) | 120.00% | 120.00% | |||
Note payable, payments toward principal or interest | $ 0 | ||||
Notes payable, accrued interest expense, including 10% note premium | $ 30,495 | $ 30,495 |
Derivative Liabilities (Narrati
Derivative Liabilities (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Apr. 14, 2014 | |
Derivative Liabilities [Abstract] | |||
Floor price of prospective common stock issues below which additional shares must be issued to the investor (in Dollars per Share) | $ 1 | $ 1 | |
Downround provision expiry period, terminated as of June 30, 2015 (in Duration) | 1 year | ||
Assets measured at fair value on a recurring basis | $ 0 | ||
Liabilities measured at fair value on a recurring basis | 0 | ||
Derivative liabilities | $ 0 | $ 32,175 |
Derivative Liabilities (Schedul
Derivative Liabilities (Schedule of Level 3 Liabilities, Fair Value Reconciliation) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | $ 32,175 | |||
Gain on derivative liabilities | $ (13,057) | (32,175) | $ (35,617) | |
Ending balance | $ 0 | $ 0 |
Stockholders' Equity (Deficit29
Stockholders' Equity (Deficit) (Narrative) (Details) | Sep. 08, 2015USD ($) | Feb. 23, 2015shares | Feb. 13, 2015USD ($)shares | Jan. 31, 2015shares | Apr. 14, 2014 | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014shares |
Common Stock | ||||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, shares outstanding (in Shares) | 30,826,549 | 30,826,549 | 30,477,460 | |||||||
Preferred Stock | ||||||||||
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, shares issued (in Shares) | 0 | 0 | ||||||||
Stock Options | ||||||||||
Options exercised (in Shares) | 21,634 | 21,634 | ||||||||
Proceeds from exercise of common stock options | $ | $ 3,300 | $ 15,367 | ||||||||
Common shares available for future grant (in Shares) | 3,628,268 | 3,628,268 | ||||||||
Share-based compensation recognized with immediate vesting of options on former CEO's resignation | $ | $ 191,605 | |||||||||
Stock-based compensation | $ | $ 373,775 | $ 139,050 | $ 745,851 | $ 527,307 | ||||||
Unrecognized stock-based compensation expense related to non-vested awards | $ | $ 968,552 | $ 968,552 | ||||||||
Unrecognized stock-based compensation expense related to non-vested awards, weighted-average period of recognition (in Duration) | 2 years 6 months 15 days | |||||||||
Warrants | ||||||||||
Warrant issued for consulting services (in Shares) | 1 | |||||||||
Shares issuable with warrants issued (in Shares) | 50,000 | |||||||||
Warrants exercised (in Shares) | 327,455 | |||||||||
Proceeds from warrants exercised | $ | $ 110,831 | |||||||||
Warrants expired (in Shares) | 1,008,431 | |||||||||
Warrants, outstanding (in Shares) | 16,705,275 | 16,705,275 | ||||||||
Maximum warrant term (in Duration) | 4 years | |||||||||
Weighted average exercise price of warrants (in Dollars per Unit) | $ / shares | 1.30 | 1.30 | ||||||||
Warrants, weighted average remaining life (in Duration) | 2 years 10 months 28 days | |||||||||
Minimum [Member] | ||||||||||
Warrants | ||||||||||
Exercise price of warrants (in Dollars per Unit) | $ / shares | 1 | 1 | ||||||||
Maximum warrant term (in Duration) | 4 years | |||||||||
Maximum [Member] | ||||||||||
Warrants | ||||||||||
Exercise price of warrants (in Dollars per Unit) | $ / shares | 2 | 2 | ||||||||
Maximum warrant term (in Duration) | 7 years |
Stockholders' Equity (Deficit30
Stockholders' Equity (Deficit) (Summary of Outstanding Common Stock Options and Related Activity) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 23, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options Outstanding, beginning balance (in Shares) | 8,952,927 | ||
Number of Options, Granted (in Shares) | 1,556,251 | ||
Number of Options, Exercised (in Shares) | (21,634) | (21,634) | |
Number of Options, Forfeited (in Shares) | (135,211) | ||
Number of Options Outstanding, ending balance (in Shares) | 10,352,333 | 8,952,927 | |
Number of Options, Exercisable, ending balance (in Shares) | 7,403,791 | ||
Weighted Average Exercise Price Per Share, Outstanding, beginning balance (in Dollars per Share) | $ .52 | ||
Weighted Average Exercise Price Per Share, Granted (in Dollars per Share) | .70 | ||
Weighted Average Exercise Price Per Share, Exercised (in Dollars per Share) | .15 | ||
Weighted Average Exercise Price Per Share, Forfeited (in Dollars per Share) | .07 | ||
Weighted Average Exercise Price Per Share, Outstanding, ending balance (in Dollars per Share) | .55 | $ .52 | |
Weighted Average Exercise Price Per Share, Exercisable, ending balance (in Dollars per Share) | $ .50 | ||
Weighted Average Remaining Life, options outstanding (Years) (in Duration) | 7 years 4 months 10 days | 7 years 7 months 10 days | |
Weighted Average Remaining Life, options exercisable (Years) (in Duration) | 6 years 9 months 26 days | ||
Outstanding stock options, aggregate intrinsic value | $ 1,504,728 | $ 1,601,845 | |
Stock options exercisable, aggregate intrinsic value | $ 1,504,728 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | 1 Months Ended | |||
Jan. 31, 2015$ / sharesshares | Apr. 14, 2014 | Jan. 31, 2014$ / sharesshares | Jul. 31, 2013$ / sharesshares | |
Other Commitments [Line Items] | ||||
Warrant issued for consulting services (in Shares) | 1 | |||
Shares issuable with warrants issued (in Shares) | 50,000 | |||
Maximum warrant term (in Duration) | 4 years | |||
Warrant Issued to Consultant for Services Rendered [Member] | Warrant to Purchase Common Shares Issued July, 2013 [Member] | ||||
Other Commitments [Line Items] | ||||
Warrant issued for consulting services (in Shares) | 1 | |||
Shares issuable with warrants issued (in Shares) | 75,000 | |||
Exercise price of warrants (in Dollars per Unit) | $ / shares | 1.01 | |||
Maximum warrant term (in Duration) | 5 years | |||
Warrant Issued to Consultant for Services Rendered [Member] | Warrant to Purchase Common Shares Issued January, 2014 [Member] | ||||
Other Commitments [Line Items] | ||||
Warrant issued for consulting services (in Shares) | 1 | |||
Shares issuable with warrants issued (in Shares) | 50,000 | |||
Exercise price of warrants (in Dollars per Unit) | $ / shares | 1.01 | |||
Maximum warrant term (in Duration) | 5 years | |||
Warrant Issued to Consultant for Services Rendered [Member] | Warrant to Purchase Common Shares Issued January, 2015 [Member] | ||||
Other Commitments [Line Items] | ||||
Warrant issued for consulting services (in Shares) | 1 | |||
Shares issuable with warrants issued (in Shares) | 50,000 | |||
Exercise price of warrants (in Dollars per Unit) | $ / shares | 1.01 | |||
Maximum warrant term (in Duration) | 5 years |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Sep. 08, 2015 | |
Subsequent Event [Line Items] | ||||
Notes maturity premium, percent to face amount (in Percent) | 110.00% | 110.00% | ||
Annual interest rate | 5.00% | 5.00% | ||
Note payable, maturity date (in Date) | Dec. 31, 2015 | Dec. 31, 2015 | ||
Company discretionary option to extend maturity date, period (in Duration) | 180 days | 180 days | ||
Notes maturity premium, percent to face amount if maturity date extension is election by Company (in Percent) | 120.00% | 120.00% | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Subsequent event (Date) | Nov. 30, 2015 | Oct. 31, 2015 | ||
Proceeds from related party debt | $ 475,000 | $ 35,000 | ||
Notes maturity premium, percent to face amount (in Percent) | 35.00% | 110.00% | ||
Annual interest rate | 5.00% | 5.00% | ||
Note payable, maturity date (in Date) | Mar. 31, 2017 | Dec. 31, 2015 | ||
Company discretionary option to extend maturity date, period (in Duration) | 180 days | 180 days | ||
Notes maturity premium, percent to face amount if maturity date extension is election by Company (in Percent) | 40.00% | 120.00% |