Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 16, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Bone Biologics Corp | ||
Entity Central Index Key | 1,419,554 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 38,828,607 | ||
Trading Symbol | BBLG | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 620,375 | $ 1,115,109 |
Prepaid expenses | 80,523 | 85,998 |
Prepaid expenses - Related Party | 271,945 | 339,931 |
Total current assets | 972,843 | 1,541,038 |
Property and equipment, net | 242 | 5,804 |
Total assets | 973,085 | 1,546,842 |
Current liabilities | ||
Accounts payable and accrued expenses | 260,149 | 322,078 |
Current notes payable | 1,200,000 | |
Deferred compensation | 41,667 | |
Shares to be issued | 1,823,077 | 1,823,077 |
Total current liabilities | 3,324,893 | 2,145,155 |
Notes payable, net of debt discount of $2,717,752 and $1,917,248, respectively | 6,282,248 | 5,082,752 |
Total liabilities | 9,607,141 | 7,227,907 |
Commitments and Contingencies | ||
Stockholders' deficit | ||
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at December 31, 2016 and 2015 | ||
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 38,828,607 and 32,211,956 shares issued and outstanding at December 31, 2016 and 2015, respectively | 38,829 | 32,212 |
Additional paid-in capital | 38,271,173 | 20,201,567 |
Accumulated deficit | (46,944,058) | (25,914,844) |
Total stockholders' deficit | (8,634,056) | (5,681,065) |
Total liabilities and stockholders' deficit | $ 973,085 | $ 1,546,842 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Debt discount of note payable | $ 2,717,752 | $ 1,917,248 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,828,607 | 32,211,956 |
Common stock, shares outstanding | 38,828,607 | 32,211,956 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
Research and development | 11,602,776 | 3,666,108 |
General and administrative | 6,246,461 | 8,329,978 |
Total operating expenses | 17,849,237 | 11,996,086 |
Loss from operations | (17,849,237) | (11,996,086) |
Other expenses | ||
Loss on disposal of assets | (4,862) | |
Interest expense, net | (3,172,872) | (1,872,001) |
Total other expenses | (3,177,734) | (1,872,001) |
Loss before provision for income taxes | (21,026,971) | (13,868,087) |
Provision for income taxes | 2,243 | 8,840 |
Net loss | $ (21,029,214) | $ (13,876,927) |
Weighted average shares outstanding - basic and diluted | 37,630,592 | 28,462,386 |
Loss per share - basic and diluted | $ (0.56) | $ (0.49) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 24,269 | $ 8,315,128 | $ (12,037,917) | $ (3,698,520) |
Balance, shares at Dec. 31, 2014 | 24,269,047 | |||
Stock Compensation | 3,291,434 | 3,291,434 | ||
Warrants issued for Services | 860,502 | 860,502 | ||
Warrants issued in connection with Notes Payable | 652,200 | 652,200 | ||
Common shares issued for collateral on note payable | $ 2,532 | 2,532 | ||
Common shares issued for collateral on note payable, shares | 2,531,646 | |||
Shares issued for Services | $ 2,106 | 3,232,837 | (2,825,943) | |
Shares issued for Services, shares | 2,105,637 | |||
Claw-back Shares issued to existing AFH Acquisition X, Inc. shareholders | $ 867 | (867) | ||
Claw-back Shares issued to existing AFH Acquisition X, Inc. shareholders, shares | 867,163 | |||
Debt converted into common shares | $ 2,438 | 3,850,333 | 3,852,771 | |
Debt converted into common shares, shares | 2,438,463 | |||
Shares issued in lieu of cash bonuses | ||||
Shares issued for Sygnal license | ||||
Net Loss | (13,876,927) | (13,876,927) | ||
Balance at Dec. 31, 2015 | $ 32,212 | 20,201,567 | (25,914,844) | (5,681,065) |
Balance, shares at Dec. 31, 2015 | 32,211,956 | |||
Stock Compensation | 9,546,028 | 9,546,028 | ||
Warrants issued in connection with Notes Payable | 1,103,800 | 1,103,800 | ||
Common shares issued for collateral on note payable | $ 2,532 | 2,532 | ||
Common shares issued for collateral on note payable, shares | 2,531,646 | |||
Shares issued for Services | $ 29 | 124,901 | (100,930) | |
Shares issued for Services, shares | 28,946 | |||
Claw-back Shares issued to existing AFH Acquisition X, Inc. shareholders | $ 1,283 | (1,283) | ||
Claw-back Shares issued to existing AFH Acquisition X, Inc. shareholders, shares | 1,283,428 | |||
Beneficial conversion feature of notes | 1,978,668 | 1,978,668 | ||
Shares issued in lieu of cash bonuses | $ 63 | 135,202 | 135,265 | |
Shares issued in lieu of cash bonuses, shares | 61,981 | |||
Shares issued for Sygnal license | $ 700 | 1,434,300 | 1,435,000 | |
Shares issued for Sygnal license, shares | 700,000 | |||
Shares issued for cash | $ 1,219 | 2,498,781 | 2,500,000 | |
Shares issued for cash, shares | 1,219,511 | |||
Exercise of warrants | $ 791 | 1,249,209 | 1,250,000 | |
Exercise of warrants, shares | 791,139 | |||
Net Loss | (21,029,214) | (21,029,214) | ||
Balance at Dec. 31, 2016 | $ 38,829 | $ 38,271,173 | $ (46,944,058) | $ (8,634,056) |
Balance, shares at Dec. 31, 2016 | 38,828,607 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (21,029,214) | $ (13,876,927) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 700 | 4,451 |
Interest expense | 105,669 | |
Amortization of prepaid expenses - related party | 67,986 | |
Debt discount amortization | 2,098,665 | 623,101 |
Debt issuance costs amortization | 300,831 | 661,617 |
Stock-based compensation | 3,460,078 | 3,700,431 |
Options issued to consultants | 6,085,950 | |
Warrants issued to consultants | 497,003 | |
Interest expense deducted from loan proceeds | 1,889 | |
Loss on disposal of assets | 4,862 | |
Shares issued for services | 100,930 | 2,825,943 |
Shares to be issued for research & development services | 1,823,077 | |
Shares issued for Sygnal license | 1,435,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 29,475 | 3,519 |
Deferred financing costs | (185,000) | |
Other receivables - related party | 75,000 | |
Accounts payable and accrued expenses | 73,336 | 194,463 |
Deferred compensation | 41,667 | |
Net cash (used in) operating activities | (7,327,845) | (3,545,783) |
Investing activities | ||
Purchase of property and equipment | (504) | |
Net cash (used in) investing activities | (504) | |
Financing activities | ||
Proceeds from the issuance of common stock | 2,500,000 | |
Proceeds from the exercise of warrants | 1,250,000 | |
Proceeds from issuance of notes payable | 3,083,111 | 2,000,000 |
Net cash provided by financing activities | 6,833,111 | 2,000,000 |
Net (decrease) in cash | (494,734) | (1,546,287) |
Cash, beginning of year | 1,115,109 | 2,661,396 |
Cash, end of year | 620,375 | 1,115,109 |
Supplemental non-cash information | ||
Accounts payable paid through issuance of Common Shares | 24,000 | |
Shares issued in lieu of cash bonuses | 135,265 | |
Legal expenses paid through relief of related party receivable | 75,000 | |
Related Party Debt and accrued interest converted into Common Shares | 3,852,771 | |
Interest paid | 751,306 | 544,708 |
Taxes paid | $ 2,243 | $ 8,840 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics remaining as the surviving corporation in the merger. Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on June 9, 2004. In connection with the merger, the 5,000,000 outstanding shares of common stock of the Company, par value $0.001 per share (“Common Stock”), prior to the merger were consolidated into 3,853,600 shares of Common Stock and the remaining shares were cancelled. Additionally, all of the issued and outstanding shares of Bone Biologics Inc.’s $0.0001 par value common stock converted into a combined 19,897,587 shares of the Company’s Common Stock (including 2,151,926 shares issuable upon the exercise of outstanding warrants and 5,648,658 shares issuable upon the conversion of debt). We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBX®. The NELL-1/DBX® combination product is an osteostimulative recombinant protein that provides target specific control over bone regeneration. The protein, as part of the UCB-1 technology platform has been licensed exclusively for worldwide applications to us through a technology transfer from UCLA. UCLA and the Company received guidance from the FDA that NELL-1/DBX® will be classified as a combination product with a device lead. The Company is a development stage entity. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. Going Concern and Liquidity The Company has no significant operating history and, since inception to December 31, 2016, has generated a net loss of approximately $46.9 million. The Company will continue to incur significant expenses for development activities for their lead product NELL-1. Operating expenditures for the next twelve months are estimated at $3.5 million. The accompanying consolidated financial statements for the year ended December 31, 2016 have been prepared assuming the Company will continue as a going concern. Management intends to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish their rights to its technology, or discontinue its operations entirely. Pursuant to the October 2016 Note Purchase Agreement (Note 6), the Company may only use the proceeds from the issuance of those convertible notes to focus on prioritizing operations on essential research and development activities. Also pursuant to the October 2016 Note Purchase Agreement, the Company’s management has agreed to defer 20% of earned compensation and the Board of Directors has authorized a change in director compensation to defer 50% of the directors’ cash compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements and related notes included activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include warrants and income tax valuation allowances. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company’s consolidated financial instruments are accounts payable and notes payable. The recorded values of accounts payable approximate their values based on their short-term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. Impairment of Long-Lived Assets The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the year ended December 31, 2016. Research and Development Costs Research and development costs include, but are not limited to, patents and license expenses, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. Patents and Licenses In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the NELL-1 protein through a technology transfer. See Note 5 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL -1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. Prepaid expenses – related party Prepaid expenses – related party represent the fair value of warrants issued to AFH Holding & Advisory, LLC (“AFH”), a shareholder, for services pursuant to certain letter agreement dated May 4, 2014 (Note 5). Prepaid costs will be amortized as the required services are performed. As of December 31, 2016 and 2015 prepaid expenses – related party totaled $271,945 and $339,931, respectively. Concentration of Credit Risk and Other Risks and Uncertainties Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash balances exceed federally insured limits. Debt Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Debt issuance costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while debt issuance costs from equity financings are netted against the gross proceeds received from the equity financings. Stock Based Compensation ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2016 and 2015. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2016 and 2015. Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2016 and 2015: December 31, 2016 2015 Warrants 10,390,820 9,779,464 Stock options 12,656,067 6,294,226 Convertible promissory notes 6,896,203 4,430,380 29,943,090 20,504,070 New Accounting Standards The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-3, “Interest - Imputation of Interest (Subtopic 835-30),” In June 2016, the FASB issued authoritative guidance under ASU 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued authoritative guidance under ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In January 2017, the FASB issued authoritative guidance under ASU 2017-01, Business Combinations – Clarifying the Definition of a Business, |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consist of the following at: December 31, 2016 December 31, 2015 Furniture and equipment $ 503 $ 9,786 Less accumulated depreciation (261 ) (3,982 ) $ 242 $ 5,804 Depreciation expense for the years ended December 31, 2016 and 2015 was $700 and $4,451, respectively. During the year ended December 31, 2016, we recorded a loss on disposal of assets of $4,862. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: December 31, 2016 December 31, 2015 Interest expense $ 22,383 $ - Accounts payable 226,516 186,814 Accrued bonuses - 135,264 Deferred Directors’ fees 11,250 - $ 260,149 $ 322,078 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Letter Agreement In August 2012, Bone Biologics, Inc., along with its then majority owner and debt holder, Musculoskeletal Transplant Foundation (“MTF”), entered into a letter agreement (the “AFH/MTF Agreement”) with AFH to consummate a business combination through a share exchange, reverse merger, or other similar transactions resulting in the Company becoming a public entity (the “Transaction”). In August 2013, the AFH/MTF Agreement was amended and restated, and on May 7, 2014, the AFH/MTF Agreement was again amended and restated. Among other things, the Amended and Restated letter agreement dated May 7, 2014 (the “Amended AFH/MTF Agreement”) provides that AFH will use its best efforts to assist the Company in procuring an investment bank to facilitate a financing of between $8 - $10 million (“PIPE Offering”). Pursuant to the AFH/MTF Agreement, among other things, the Company agreed that in consideration of the advisory work provided and to be provided to the Company by AFH both before and following the reverse merger of the Company, AFH Advisory and its affiliated entities, individuals or assignees (collectively the “AFH Group”) will be entitled to 10% of the issued and outstanding shares of common stock of the Company after giving effect to the PIPE Offering. UCLA Exclusive License Agreement On March 15, 2006, the Company entered into an exclusive license agreement (the “Initial Agreement”) with the Regents of the University of California Los Angeles (“UCLA”). The Initial Agreement has been amended through ten sets of amendments (as so amended, the “The UCLA License Agreement”). The UCLA License Agreement provides us with an exclusive license to several of UCLA patents covering, among other things, enhanced NELL-1 bone mineralization. The grant of the UCLA License Agreement is subject to any license obligations to the U.S. government, and the term of the license lasts until the last-to-expire UCLA patent licensed under the UCLA License Agreement expires. Under the UCLA License Agreement, we are permitted to make, have made, use, sell, offer for sale and import any products covered by the UCLA License Agreement patents in a certain Field of Use which is currently defined as special function by local administration and expressly excludes osteoporosis and cartilage indications or systemic administration in all indications. Pursuant to a Tenth Amendment, we have been granted the exclusive right to negotiate an expansion of the Field of Use to include treatment of osteoporosis (the “Option”). The term of the Option is for one year commencing June 1, 2016. We may exercise the option by providing notice after completion of certain milestones. Upon exercise of the Option, we and UCLA will negotiate in good faith the terms of an agreement. After December 22, 2016, we may notify UCLA of our interest in requesting an expansion of the Field of Use to include additional available indications, including cartilage indications or systemic administration in the Field of Use. The parties will engage in good faith discussions of such requests. We have agreed to pay an annual maintenance fee to UCLA of $10,000 as well as to pay certain royalties to UCLA under the UCLA License Agreement at the rate of 3.0% of net sales of licensed products. We must pay the royalties to UCLA on a quarterly basis. Upon a first commercial sale, we also must pay between $50,000 and $250,000, depending on the calendar year that is after the first commercial sale. If we are required to pay any third party any royalties as a result of us making use of UCLA patents, then we may reduce the royalty owed to UCLA by 0.333% for every percentage point paid to a third party. If we grant sublicense rights to a third party to use the UCLA patent, then we will pay to UCLA 10% to 20% of the sublicensing income we receive from such sublicense. We are obligated to make the following milestone payments to UCLA for each Licensed Product or Licensed Method: ● $100,000 upon enrollment of the first subject in a Feasibility Study; ● $250,000 upon enrollment of the first subject in a Pivotal Study: ● $500,000 upon Pre-Market Approval of a Licensed Product or Licensed Method; and ● $1,000,000 upon the First Commercial Sale of a Licensed Product or Licensed Method. We are also obligated to pay UCLA a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control Transaction and a payment election by UCLA exercisable after December 22, 2016, such payment to equal the greater of: ● $500,000; or ● 2% of all proceeds in connection with a Change of Control Transaction. We are obligated to diligently proceed with developing and commercializing licensed products under UCLA patents set forth in the UCLA License Agreement. UCLA has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the UCLA License Agreement. We must reimburse or pre-pay UCLA for patent prosecution and maintenance costs incurred during the term of the UCLA License Agreement. We have the right to bring infringement actions against third party infringers of the UCLA License Agreement, UCLA may join voluntarily, at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA against any third party claims arising out of our exercise of the rights under the UCLA License Agreement or any sublicense. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its amended and restated certificate of incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that enables it to recover a portion of any amounts paid for future potential claims. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Convertible Notes Payable The convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory notes would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company’s Third Convertible Secured Term Note and October 2016 Convertible Promissory Notes contain a conversion feature is determined to be “beneficial” and the fair value of the conversion feature is recorded as financing costs Company’s statements of operations. First Secured Convertible Note and Warrant On October 24, 2014, the Company issued a convertible promissory note in the amount of $5,000,000 to Hankey Capital, LLC (“Hankey Capital”). The Convertible Note matures on December 31, 2019 and bears interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s Common Stock, at a conversion rate of $1.58 per share. The Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50% (the “Collateral”). 6,329,114 shares were issued upon closing the lending. The number of shares in the Collateral shall be adjusted on a yearly basis. The shares representing the Collateral contain a restrictive legend. The Company shall seek to register the Collateral shares initially delivered on the date of the Convertible Note pursuant to the Registration Rights Agreement described below. Upon the effectiveness of such Registration Statement, the Company will remove the restrictive legends from the Collateral shares so long as Hankey Capital agrees in any event not to sell any Collateral shares if Hankey Capital is notified that the Registration Statement is no longer effective. Hankey Capital may hold the Collateral in any brokerage account of its choosing, but shall not transfer, sell or otherwise dispose of any Collateral, except during the existence of an Event of Default, as defined in the Convertible Note. The Convertible Note is further secured by collateral assignments of all the Company’s license agreements. The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital will return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral shares shall be returned return and cancelled. Hankey Capital will also return Collateral shares under the same terms in case of partial or full conversion of the Convertible Note. The Company paid a commitment fee in the amount of 3.0% of the original principal amount of the loan ($150,000) to Hankey Capital. On October 24, 2014, the Company also issued a warrant to Hankey Capital for 3,955,697 shares of Common Stock at an exercise price per share of $1.58. The Warrant was amended as of February 10, 2016 to extend the expiration date to October 24, 2019. The Note and Warrant contain provisions limiting the exercise/conversion thereof. Second Secured Convertible Note and Warrant On May 4, 2015, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Second Convertible Note matures on December 31, 2019 and bears interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s Common Stock, at a conversion rate of $1.58 per share. The Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50%. The number of shares in the Collateral shall be adjusted on a yearly basis. The Convertible Note is further secured by collateral assignments of all the Company’s license agreements. The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital shall return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all the collateral shares shall be returned return and cancelled. Hankey Capital shall also return the collateral shares under the same terms in case of partial or full conversion of the Convertible Note. In connection with the Convertible Note, on May 4, 2015 the Company issued 2,531,646 common shares as collateral. The Company paid a commitment fee in the amount of $60,000 (3% of the original principal amount of the loan) to Hankey Capital. On May 4, 2015, the Company also issued a warrant to Hankey Capital for 1,898,734 shares of Common Stock at an exercise price per share of $1.58. The Warrant was amended as of February 10, 2016 to extend the expiration date to May 4, 2020. The Note and Warrant contain provisions limiting the exercise/conversion thereof. Third Convertible Secured Term Note and Warrant On February 24, 2016, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Third Convertible Note matures on February 23, 2019 (the “Maturity Date”) and bears interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.58 per share. The Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50%. The number of Collateral Shares will be adjusted on a yearly basis. The Convertible Note is further secured by all of the Company’s personal property, including collateral assignments of all the Company’s license agreements and the Option Agreement. The principal amount of the loan is prepayable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital will return Collateral Shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral Shares will be returned and cancelled. Hankey Capital will also return Collateral Shares under the same terms in case of partial or full conversion of the Convertible Note. In connection with the Convertible Note, on February 24, 2016 the Company issued 2,531,646 common shares as collateral, paid a commitment fee in the amount of $40,000 (2% of the original principal amount of the Loan) and a warrant to Hankey Capital for 1,463,415 shares of Common Stock at an exercise price per share of $2.05. The Warrant will expire on February 23, 2021. The Note and Warrant contain provisions limiting the exercise/conversion thereof. In connection with the financing with Hankey Capital, Hankey Capital exercised warrants to purchase an aggregate of 791,139 shares resulting in gross proceeds to the Company of $1,250,000, and the parties agreed to extend the maturity date of the first two convertible secured notes to December 31, 2019 and fix the conversion rate to $1.58. The Company also agreed to extend the term of all outstanding warrants to five years from issuance. Convertible Promissory Notes On October 14, 2016, pursuant to a Note Purchase Agreement, the Company issued to each of MTF and Hankey Capital a convertible promissory note in the amount of $600,000 (each a “Convertible Note”). The Convertible Note matures on December 31, 2017 (the “Maturity Date”) and bears interest at an annual rate of interest of 8.5% per annum until maturity. Prior to the Maturity Date, each of MTF and Hankey Capital has a right, in its sole discretion, to convert their Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share. In the event of a financing resulting in gross proceeds of at least $5,000,000, the holders of the Convertible Notes will be required to convert their Convertible Notes into the same securities issued in such financing at the same price per share. In addition, if the Convertible Notes are not paid by the Maturity Date, they will be automatically converted in shares of Common Stock at a conversion price of $1.00 per share. Hankey Capital’s Convertible Note is secured by all of the Company’s assets. The Company has granted piggyback registration rights with respect to the Conversion Shares. Pursuant to the October 2016 Note Purchase Agreement, the Company may only use the proceeds from the issuance of those convertible notes to focus on prioritizing operations on essential research and development activities. Also pursuant to the October 2016 Note Purchase Agreement, the Company’s management has agreed to defer 20% of earned compensation and the Board of Directors has authorized a change in director compensation to defer 50% of the directors’ cash compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. On January 23, 2017 the Company, MTF and Hankey Capital, executed an amendment (the “Amendment”) to the Convertible Notes. The Amendment extends the maturity date of each of the Convertible Notes to December 31, 2017 from December 31, 2016. By extending the maturity date, the date that the Convertible Notes automatically convert into shares of the Company’s Common Stock is also extended to December 31, 2017. The Amendment is effective retroactive to December 31, 2016. The total debt discount costs related to our outstanding debt for the years ended December 31, 2016 and 2015, was $2,098,665 and $623,101, respectively was amortized to interest expense. The unamortized debt discount at December 31, 2016 was $2,367,708. The cost is expected to be recognized over a period of 2.81 years. The unamortized debt discount at December 31, 2015 was $1,383,905. The total debt issuance costs related to our outstanding debt for the years ended December 31, 2016 and 2015, was $300,831 and $661,617, respectively was amortized to interest expense. The unamortized debt issuance costs at December 31, 2016 was $350,044. The cost is expected to be recognized over a period of 2.81 years. The unamortized debt issuance costs at December 31, 2015 was $533,343. Note Type Issue Date Maturity Date Interest Rate December 31, 2016 December 31, 2015 (as adjusted) First Secured Convertible Note 10/24/14 12/31/19 8.5 % 5,000,000 5,000,000 Second Secured Convertible Note 5/4/15 12/31/19 8.5 % 2,000,000 2,000,000 Third Secured Convertible Note 2/24/16 2/23/19 8.5 % 2,000,000 - Convertible Promissory Notes 10/14/16 12/31/17 8.5 % 1,200,000 - 10,200,000 7,000,000 Less: Current notes payable 1,200,000 - Less: Debt discount 2,367,708 1,383,905 Less: Debt issuance costs 350,044 533,343 Net Notes payable $ 6,282,248 $ 5,082,752 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued. Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of December 31, 2016 and 2015, the Company had an aggregate of 38,828,607 shares and 32,211,956 shares of common stock outstanding, respectively. In connection with the Secured Convertible Notes to Hankey Capital, the Company issued 11,392,406 common shares as collateral. (See Note 6) Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared by the Board. Common Stock Warrants As of December 31, 2016, the Company had outstanding unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Shares Expiration date 2009 $ 0.44 118,383 March 16, 2019 2010 $ 0.44 254,997 February 4, 2020 April 2013 $ 1.00 50,000 April 28, 2020 September 2013 $ 1.00 50,000 September 4, 2020 September 2013 $ 1.00 25,000 September 20, 2020 November 2013 $ 1.00 75,000 November 14, 2020 July 2014 $ 1.50 166,667 May 30, 2018 July 2014 $ 1.50 166,667 September 30, 2018 July 2014 $ 1.00 500,000 September 30, 2018 July 2014 $ 1.00 46,667 July 2, 2018 July 2014 $ 0.00 12,625 July 10, 2018 September 2014 $ 1.62 625,000 August 31, 2021 September 2014 $ 1.00 699,671 September 18, 2021 September 2014 $ 1.00 89,588 September 29, 2021 October 2014 $ 1.00 126,582 October 23, 2017 October 2014 $ 1.58 3,164,558 October 23, 2019 February 2015 $ 1.58 699,037 February 14, 2018 May 2015 $ 1.58 1,898,734 May 4, 2020 October 2015 $ 1.58 158,229 October 27, 2018 February 2016 $ 2.05 1,463,415 February 23, 2021 Total warrants at December 31, 2016 10,390,820 3.20 years An aggregate of 791,139 common stock warrants were exercised and 60,920 common stock warrants expired during the year ended December 31, 2016. No common stock warrants were exercised or expired during the year ended December 31, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-based Compensation 2015 Equity Incentive Plan The Company has 14,000,000 shares of Common Stock authorized and reserved for issuance under our 2015 Equity Incentive Plan for option awards. The Board may increase this reserve each year by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2015 Equity Incentive Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2015 Equity Incentive Plan, which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2015 Equity Incentive Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares would be deducted from the shares available under our 2015 Equity Incentive Plan. Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. Our compensation committee administers the 2015 Equity Incentive Plan. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. During the years ended December 31, 2016 and 2015, the Company had stock-based compensation expenses of $3,460,078 and $3,700,431, respectively, related to issuances to the Company’s employees and directors, included in our reported net loss. Stock-based compensation for the years ended December 31, 2016 and 2015 related to the issuance of stock options was $3,460,078 and $3,291,434, respectively. Stock-based compensation for the years ended December 31, 2016 and 2015 related to the issuance of shares was $-0- and $408,997, respectively. During the years ended December 31, 2016 and 2015, the Company had stock-based compensation expenses of $6,085,950 and $-0-, respectively, related to issuances to consultants. A summary of stock option activity for the year ended December 31, 2016, is presented below: Number Weighted of Shares Average Weighted Remaining Exercise Average Aggregate Subject to Exercise Options Price Life (Years) Value Outstanding as of January 1, 2015 757,977 $ 1.59 10.00 - Granted – 2015 5,536,249 1.59 10.00 - Forfeited – 2015 - - - - Exercised – 2015 - - - - Outstanding as of January 1, 2016 6,294,226 $ 1.59 10.00 - Granted – 2016 6,361,841 1.66 9.95 - Forfeited – 2016 - - - - Exercised – 2016 - - - - Outstanding as of December 31, 2016 12,656,067 $ 1.62 8.71 - Date Issued Exercise Price Number of Shares Expiration date September 2014 $ 1.59 583,059 December 27, 2025 November 2014 $ 1.59 174,918 December 27, 2025 August 2015 $ 1.59 3,121,787 December 27, 2025 September 2015 $ 1.59 300,000 December 27, 2025 November 2015 $ 1.59 1,224,640 December 27, 2025 December 2015 $ 1.59 889,822 December 27, 2025 January 2016 $ 1.59 5,401,092 January 9, 2026 March 2016 $ 2.05 54,000 February 24, 2021 May 2016 $ 2.05 807,434 May 26, 2026 June 2016 $ 2.05 99,315 May 31, 2026 Total options at December 31, 2016 12,656,067 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value ( i.e. There were 6,361,841 and 5,536,249 options issued during the years ended December 31, 2016 and 2015, respectively. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. As of the issuance of these consolidated financial statements, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments. There were 322,860 shares issued during the year ended December 31, 2015 per our director’s compensation agreement. The Company utilized the Black-Scholes option pricing model. The assumptions used for the year ended December 31, 2016 are as follows: December 31, 2016 Risk free interest rate 1.38% - 1.44 % Expected life (in years) 5.6-10.0 Expected Volatility 121.17%-123.88 % Expected dividend yield 0 % A summary of the changes in the Company’s non-vested options during the years ended December 31, 2016 and 2015, is as follows: Number of Non-vested Options Weighted Average Fair Value at Grant Date Intrinsic Value Non-vested at January 1, 2015 501,469 $ 0.73 - Granted in 2015 5,536,249 $ 1.29 - Vested in year ended December 31, 2015 (881,008 ) $ 0.73 - Non-vested at January 1, 2016 5,156,710 $ 1.29 - Granted in 2016 6,361,841 $ 1.93 - Vested in 2016 (1,913,491 ) $ 1.31 - Non-vested at December 31, 2016 9,605,060 $ 1.74 - Exercisable at December 31, 2016 3,051,007 $ 1.22 - Outstanding at December 31, 2016 12,656,067 $ 1.62 - As of December 31, 2016, total unrecognized compensation cost related to unvested stock options was $9,050,116. The cost is expected to be recognized over a weighted average period of 1.77 years. 2017 2018 2019 2020 2021 $4,660,365 $ 2,858,434 $ 1,313,163 $ 213,937 $ 4,217 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions T.O. Medical Consulting Starting in September 2006, the Company entered into a series of consulting agreements with one of its stockholders whom previously served as Chairman, President and CEO of the Company. The Company paid $-0- and $75,000, for the years ended December 31, 2016 and 2015, respectively, in consulting fees to this related party. On February 29, 2015, the Company terminated the consulting contract. As per the contract, the consultant was provided a ninety (90) day notice and all warrants issued became fully vested. For the year ended December 31, 2015, the remaining fair value of the warrants, $324,533, was recognized as general and administrative expense. AFH Holding & Advisory LLC The Company and MTF entered into a letter agreement with AFH Holdings & Advisory, LLC (“AFH”) dated May 7, 2014 (the “AFH/MTF Agreement”). Amir Heshmatpour is the controlling party of AFH and an affiliate and board observer of the Company. The AFH Agreement contemplated among other things (a) the sale of Notes in the principal amount of $50,000 and warrants to purchase common stock, and (b) certain assistance to be provided by AFH in connection with the Merger, the subsequent quotation of the Company’s common stock, procuring private funding and a possible initial public offering. In consideration of AFH’s advisory services, the Company granted to AFH certain anti-dilution protection arising from future issuances of the Company’s common stock. The Company granted to each of AFH and MTF the right to appoint three members of the Board and to the original founding scientists and then minority shareholders the right to appoint one member with each of MTF and AFH having the right to appoint one individual with observer status with respect to the Board. The Company also granted to AFH the right to act as advisor to the Company on all financings for a period of two years. The AFH/MTF Agreement also granted to AFH and MTF restricted shares equal to 2.5% of the fully diluted shares of the Company (the “Milestone Shares”) at the time of completion of certain milestone targets. The milestone targets were not met and pursuant to separate side letter agreements dated August 11, 2015, the Company agreed to issue to each of AFH and MTF 867,163 shares in exchange for forfeiture of any claims to receive any Milestone Shares. On October 28, 2015, the Company agreed (i) to issue to AFH 915,614 shares of common stock of the Company and warrants to purchase 158,229 shares of common stock and (ii) to make a payment of $275,000. The warrants have an exercise price of $1.58. The shares and warrants were issued and the payment was made to AFH as payment for advisory services rendered to the Company. The Company recognized the fair value on the shares, $1,455,825, and the fair value of the warrants, $172,470, as general and administrative expense. Pursuant to a letter agreement dated February 10, 2016, the Company agreed to issue a total of 1,260,255 shares of common stock of the Company to AFH. The Letter Agreement was entered into in connection with the AFH/MTF Agreement under which AFH and its affiliated entities, individuals or assignees (“AFH Group”) were entitled to 10% of the outstanding shares of common stock of the Company on a fully diluted basis (the “Share Adjustment”) after giving effect to an anticipated private placement of between $8,000,000 and $10,000,000 (the “PIPE”). In the Letter Agreement, the Company recognized that, at the time the AFH/MTF Agreement was entered into, it was not anticipated that certain events in addition to the PIPE would dilute directly or indirectly the interest of AFH Group as stockholders of the Company, including the Ninth Amendment to the UCLA License Agreement and the issuance of the Company’s Common Shares pursuant to the Professional Services Agreement with each of Dr. Chia Soo, Dr. Ben Wu, and Dr. Eric Ting discussed below. Accordingly, the Company agreed to issue the 1,260,255 shares in connection with the Share Adjustment. On April 7, 2016, the Company entered into a consulting agreement with AFH pursuant to which the Company engaged AFH for an initial term of three months to provide certain consulting services to the Company effective April 5, 2016. Under the consulting agreement, AFH received an up-front retainer of $100,000 and $33,333.33 per month for three months. On June 1, 2016, the Company agreed (i) to issue to AFH 20,186 shares of common stock of the Company as an adjustment to the October 28, 2015 invoice and (ii) to issue 23,173 shares of common stock of the Company as an adjustment to the letter agreement dated February 10, 2016. The fair value of the shares issued for services, $100,930, was recorded as general and administrative expense. In addition to the shares and warrants issued for services, AFH received cash totaling $525,000 and $408,750 for services during the year ended December 31, 2016 and 2015, respectively. Amir Heshmatpour is the controlling party of AFH and an affiliate of the Company. Musculoskeletal Transplant Foundation (MTF) On August 11, 2015 the Company entered into the Letter Agreement, by and between, Bone Biologics Corporation and MTF to amend the Side Letter Agreement, dated September 7, 2014 (the “Letter Agreement”), by and among Bone Biologics Corporation (formerly known as Bone Biologics, Inc., the “Company”), Musculoskeletal Transplant Foundation (“MTF”) and AFH. Pursuant to the Letter Agreement, AFH and MTF are each entitled to receive shares of the Company equal to and not to exceed 2.5% of the fully diluted shares of the Company at the time of the completion of the Milestone Targets (“Milestone Shares”). The Milestone Targets have not been reached, and in consideration for the support and cooperation of MTF in trying to reach the Milestone Targets and the closing of certain financings, including the conversion of debt by MTF in order to facilitate certain financings, the Company hereby authorizes the issuance of Company Common Shares to MTF in the amount of 2.5% of the fully diluted shares, Eight Hundred Ninety Seven Thousand One Hundred Ninety-Three (867,163) Common Shares, of the Company as of the date hereof. The Company recognized $1,370,118 as general and administrative expense. On February 22, 2016, the Company entered into a share purchase agreement with MTF, pursuant to which MTF purchased from the Company an aggregate of 731,707 shares of common stock of the Company at a price per share equal to $2.05. On February 24, 2016 the Company entered into an Option Agreement for the Distribution and Supply of Sygnal™ demineralized bone matrix (“Sygnal”) with MTF pursuant to which: a. MTF grants to the Company the exclusive right and option (the “Option”) to distribute Sygnal upon the critical terms as described in the Option Agreement (the “Option Rights”). The Company will exercise the Option, if at all, by providing written notice to MTF of its intent to do so. During the term of the Option, MTF will not enter into any agreements with any third parties which include the transfer by MTF of the Option Rights. b. Upon the exercising of the Option, the Company will grant to MTF 700,000 shares of common stock in the Company. c. Within 30 days of exercising the Option, MTF will provide the Company with a written proposal of a Definitive Agreement that includes, inter alia, the Critical Terms and those other commercially reasonable terms as agreed upon by the parties. The parties will fully negotiate in good faith all of the terms of the Definitive Agreement, and any ancillary agreements thereto consistent with the Critical Terms. d. In the event the Company does not exercise the Option within the Term of the Option Agreement, MTF will be free to enter into any other agreement relating to the Option Rights as it deems appropriate without liability to the Company. Sygnal is a bone void filler contouring allograft bone that has the inorganic mineral removed, leaving behind the organic “collagen” matrix. On June 24, 2016, the Company exercised this option. As provided in the Option Agreement, the Company issued 700,000 shares of its restricted common stock in connection with the exercise of the Option. Additionally, within 30 days of exercising the Option, MTF will provide the Company with a written proposal of a Definitive Agreement that includes, inter alia On October 14, 2016, pursuant to a Note Purchase Agreement, the Company issued to MTF a convertible promissory note in the amount of $600,000 (See Note 6). Bruce Stroever, our Chairman of the Board, is the President and Chief Executive Officer of MTF. Founders The Company entered into a Letter Agreement effective October 2, 2015, with each of Dr. Chia Soo (who currently serves as a director of the Company and is a director nominee), Dr. Eric Kang Ting and Dr. Ben Wu (who currently serves as a director of the Company and is a director nominee) (collectively, the “Founders”). The Founders were three of the original shareholders of the Company. Pursuant to the Letter Agreement, the Founders agrees to deliver to the Company all past work product and past data related to NELL-1 (the “Data”) for use by the Company in its sole discretion, within the applicable licensing rights granted under the UCLA license and in exchange the Company agreed to the future issuance of an aggregate of 1,153,846 shares of the Company’s common stock. The Shares are to be equally distributed between the Founders upon the earlier of (i) the third anniversary of the Agreement and (ii) the occurrence of a Liquidity Event (as defined in the Letter Agreement). The Letter Agreement also provides the Shares with certain piggyback registration rights upon the occurrence of an equity financing by the Company. The Letter Agreement related to past work product and past data and therefore will be expensed as research and development costs upon the effective date and recorded a liability to issue shares. The Letter Agreement related to past work product and past data and therefore was expensed as research and development costs in 2015 and recorded as shares to be issued. Founders Professional Services Agreement Effective January 8, 2016, the Company entered into separate Professional Services Agreements with each of the Founders. Pursuant to each of the Agreements, each Founder has agreed to provide certain services to the Company, including providing strategic advice and strategic introductions to the Company’s management team as well as specific services set forth on an Exhibit to each Agreement. The Agreements are substantially identical. In consideration for the services to be rendered under the applicable Agreement, each Founder is granted 10-year stock options (the “Options”) to purchase 1,800,364 shares of the Company’s common stock corresponding to 4% of the Company’s outstanding common stock, on a fully diluted basis, at an exercise price of $1.59 per share. The shares subject to the Options will vest 25% on each of the first, second and third anniversary of the effective date and 12.5% on each of the fourth and fifth anniversary of the effective date. The options fully vest on a change of control of the Company, if the Company terminates the Agreement without cause or the Founder terminates the Agreement with cause. Additionally, beginning January 1, 2017, the Company will pay each Founder an annual consulting fee of $200,000 in cash or, at the option of the Company, in shares of its common stock valued as provided in the Agreement. On December 13, 2016, the Company provided written notice that it is terminating the agreement for cause. Absent cure of the material breach of the agreement, termination of the agreement shall be effective on March 31, 2017. The Company continues to work with the founders in an attempt to resolve all outstanding issues under the agreement. On June 1, 2016, the Company agreed to issue to each Founder a 10-year stock options to purchase 33,105 shares of the Company’s common stock at an exercise price of $2.05 per share as an adjustment to the Professional Services Agreements with each of the Founders dated January 8, 2016. Dr. Soo and Dr. Wu are directors of the Company, and Dr. Ting is on the Company’s Scientific Advisory Board. Each of the Advisors were involved in the founding of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The provision for income taxes consists of the following: Year Ended December 31, 2016 December 31, 2015 Current: Federal $ - $ - State 2,243 8,840 Total current 2,243 8,840 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 2,243 $ 8,840 The components of deferred tax assets and liabilities consist of the following: December 31, 2016 December 31, 2015 Deferred tax assets Net operating losses $ 8,674,000 $ 6,507,000 Patents 79,000 175,000 Accrued expenses 48,000 60,000 R&D credits 391,000 137,000 Warrants 9,013,000 2,675,000 Total 18,205,000 9,554,000 Less: Valuation allowance (18,205,000 ) (9,554,000 ) $ - $ - The Company’s federal and state net operating loss carryforwards at December 31, 2016 and 2015 were approximately $22,069,000 and $16,226,000, respectively, and will begin to expire in 2019 if not utilized. The Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies, the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the net deferred tax assets in the amount of $18,205,000 at December 31, 2016. The net change in the valuation allowance for the year ended December 31, 2016 was $8,651,000. The effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent differences, credits, and state income taxes. The Company’s effective tax rate is 0% for income tax for the years ended December 31, 2016 and 2015. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax assets. The Company files tax returns for U.S. Federal and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open. Uncertain Tax Positions The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On February 10, 2017 pursuant to a Note Purchase Agreement, the Company issued to each of MTF and Hankey Capital a convertible promissory note in the amount of $1,000,000 (each a “Convertible Note”). The Convertible Note matures on December 31, 2017 (the “Maturity Date”) and bears interest at an annual rate of interest of 8.5% until maturity. Prior to the Maturity Date, each of MTF and Hankey Capital has a right, in its sole discretion, to convert their Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share. In the event of a financing resulting in gross proceeds of at least $5,000,000, the holders of the Convertible Notes will be required to convert their Convertible Notes into the same securities issued in such financing at the same price per share. Also, if the Convertible Notes are not paid by the Maturity Date, they will be automatically converted in shares of Common Stock at a conversion price of $1.00 per share. Hankey Capital’s Convertible Note is secured by all of the Company’s assets. The Company has granted piggyback registration rights with respect to the Conversion Shares. The Company has evaluated subsequent events through March 28, 2017 the date which the consolidated financial statements were available to be issued. There were no additional subsequent events noted that would require adjustment to or disclosure in these consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include warrants and income tax valuation allowances. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s consolidated financial instruments are accounts payable and notes payable. The recorded values of accounts payable approximate their values based on their short-term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the year ended December 31, 2016. |
Research and Development Costs | Research and Development Costs Research and development costs include, but are not limited to, patents and license expenses, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. |
Patents and Licenses | Patents and Licenses In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the NELL-1 protein through a technology transfer. See Note 5 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL -1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. |
Prepaid expenses - related party | Prepaid expenses – related party Prepaid expenses – related party represent the fair value of warrants issued to AFH Holding & Advisory, LLC (“AFH”), a shareholder, for services pursuant to certain letter agreement dated May 4, 2014 (Note 5). Prepaid costs will be amortized as the required services are performed. As of December 31, 2016 and 2015 prepaid expenses – related party totaled $271,945 and $339,931, respectively. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash balances exceed federally insured limits. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Debt issuance costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while debt issuance costs from equity financings are netted against the gross proceeds received from the equity financings. |
Stock Based Compensation | Stock Based Compensation ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2016 and 2015. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2016 and 2015. |
Loss per Common Share | Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2016 and 2015: December 31, 2016 2015 Warrants 10,390,820 9,779,464 Stock options 12,656,067 6,294,226 Convertible promissory notes 6,896,203 4,430,380 29,943,090 20,504,070 |
New Accounting Standards | New Accounting Standards The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-3, “Interest - Imputation of Interest (Subtopic 835-30),” In June 2016, the FASB issued authoritative guidance under ASU 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued authoritative guidance under ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In January 2017, the FASB issued authoritative guidance under ASU 2017-01, Business Combinations – Clarifying the Definition of a Business, |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2016 and 2015: December 31, 2016 2015 Warrants 10,390,820 9,779,464 Stock options 12,656,067 6,294,226 Convertible promissory notes 6,896,203 4,430,380 29,943,090 20,504,070 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at: December 31, 2016 December 31, 2015 Furniture and equipment $ 503 $ 9,786 Less accumulated depreciation (261 ) (3,982 ) $ 242 $ 5,804 |
Accounts Payable and Accrued 21
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: December 31, 2016 December 31, 2015 Interest expense $ 22,383 $ - Accounts payable 226,516 186,814 Accrued bonuses - 135,264 Deferred Directors’ fees 11,250 - $ 260,149 $ 322,078 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Note Type Issue Date Maturity Date Interest Rate December 31, 2016 December 31, 2015 (as adjusted) First Secured Convertible Note 10/24/14 12/31/19 8.5 % 5,000,000 5,000,000 Second Secured Convertible Note 5/4/15 12/31/19 8.5 % 2,000,000 2,000,000 Third Secured Convertible Note 2/24/16 2/23/19 8.5 % 2,000,000 - Convertible Promissory Notes 10/14/16 12/31/17 8.5 % 1,200,000 - 10,200,000 7,000,000 Less: Current notes payable 1,200,000 - Less: Debt discount 2,367,708 1,383,905 Less: Debt issuance costs 350,044 533,343 Net Notes payable $ 6,282,248 $ 5,082,752 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Outstanding Unexercised Common Stock Warrants | As of December 31, 2016, the Company had outstanding unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Shares Expiration date 2009 $ 0.44 118,383 March 16, 2019 2010 $ 0.44 254,997 February 4, 2020 April 2013 $ 1.00 50,000 April 28, 2020 September 2013 $ 1.00 50,000 September 4, 2020 September 2013 $ 1.00 25,000 September 20, 2020 November 2013 $ 1.00 75,000 November 14, 2020 July 2014 $ 1.50 166,667 May 30, 2018 July 2014 $ 1.50 166,667 September 30, 2018 July 2014 $ 1.00 500,000 September 30, 2018 July 2014 $ 1.00 46,667 July 2, 2018 July 2014 $ 0.00 12,625 July 10, 2018 September 2014 $ 1.62 625,000 August 31, 2021 September 2014 $ 1.00 699,671 September 18, 2021 September 2014 $ 1.00 89,588 September 29, 2021 October 2014 $ 1.00 126,582 October 23, 2017 October 2014 $ 1.58 3,164,558 October 23, 2019 February 2015 $ 1.58 699,037 February 14, 2018 May 2015 $ 1.58 1,898,734 May 4, 2020 October 2015 $ 1.58 158,229 October 27, 2018 February 2016 $ 2.05 1,463,415 February 23, 2021 Total warrants at December 31, 2016 10,390,820 3.20 years |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2016, is presented below: Number Weighted of Shares Average Weighted Remaining Exercise Average Aggregate Subject to Exercise Options Price Life (Years) Value Outstanding as of January 1, 2015 757,977 $ 1.59 10.00 - Granted – 2015 5,536,249 1.59 10.00 - Forfeited – 2015 - - - - Exercised – 2015 - - - - Outstanding as of January 1, 2016 6,294,226 $ 1.59 10.00 - Granted – 2016 6,361,841 1.66 9.95 - Forfeited – 2016 - - - - Exercised – 2016 - - - - Outstanding as of December 31, 2016 12,656,067 $ 1.62 8.71 - |
Schedule of Stock Option | Date Issued Exercise Price Number of Shares Expiration date September 2014 $ 1.59 583,059 December 27, 2025 November 2014 $ 1.59 174,918 December 27, 2025 August 2015 $ 1.59 3,121,787 December 27, 2025 September 2015 $ 1.59 300,000 December 27, 2025 November 2015 $ 1.59 1,224,640 December 27, 2025 December 2015 $ 1.59 889,822 December 27, 2025 January 2016 $ 1.59 5,401,092 January 9, 2026 March 2016 $ 2.05 54,000 February 24, 2021 May 2016 $ 2.05 807,434 May 26, 2026 June 2016 $ 2.05 99,315 May 31, 2026 Total options at December 31, 2016 12,656,067 |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The Company utilized the Black-Scholes option pricing model. The assumptions used for the year ended December 31, 2016 are as follows: December 31, 2016 Risk free interest rate 1.38% - 1.44 % Expected life (in years) 5.6-10.0 Expected Volatility 121.17%-123.88 % Expected dividend yield 0 % |
Schedule of Non-Vested Options | A summary of the changes in the Company’s non-vested options during the years ended December 31, 2016 and 2015, is as follows: Number of Non-vested Options Weighted Average Fair Value at Grant Date Intrinsic Value Non-vested at January 1, 2015 501,469 $ 0.73 - Granted in 2015 5,536,249 $ 1.29 - Vested in year ended December 31, 2015 (881,008 ) $ 0.73 - Non-vested at January 1, 2016 5,156,710 $ 1.29 - Granted in 2016 6,361,841 $ 1.93 - Vested in 2016 (1,913,491 ) $ 1.31 - Non-vested at December 31, 2016 9,605,060 $ 1.74 - Exercisable at December 31, 2016 3,051,007 $ 1.22 - Outstanding at December 31, 2016 12,656,067 $ 1.62 - |
Schedule of Unrecognized Compensation Cost Related to Unvested Stock Options | 2017 2018 2019 2020 2021 $4,660,365 $ 2,858,434 $ 1,313,163 $ 213,937 $ 4,217 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consists of the following: Year Ended December 31, 2016 December 31, 2015 Current: Federal $ - $ - State 2,243 8,840 Total current 2,243 8,840 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 2,243 $ 8,840 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following: December 31, 2016 December 31, 2015 Deferred tax assets Net operating losses $ 8,674,000 $ 6,507,000 Patents 79,000 175,000 Accrued expenses 48,000 60,000 R&D credits 391,000 137,000 Warrants 9,013,000 2,675,000 Total 18,205,000 9,554,000 Less: Valuation allowance (18,205,000 ) (9,554,000 ) $ - $ - |
The Company (Details Narrative)
The Company (Details Narrative) - USD ($) | 12 Months Ended | 110 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Jan. 08, 2016 | Oct. 28, 2015 | |
Common stock outstanding shares | 5,000,000 | 5,000,000 | |||
Common stock issued and outstanding per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock remaining shares were cancelled | 3,853,600 | 3,853,600 | |||
Number of outstanding warrants issuable shares | 1,800,364 | 158,229 | |||
Net income loss | $ (21,029,214) | $ (13,876,927) | $ 46,900,000 | ||
Estimated operating expenditure for next twelve months | $ 3,500,000 | $ 3,500,000 | |||
October 2016 Note Purchase Agreement [Member] | |||||
Percentage of defer earned compensation | 20.00% | ||||
October 2016 Note Purchase Agreement [Member] | Directors [Member] | |||||
Percentage of defer earned compensation | 50.00% | ||||
Cash compensation received | $ 5,000,000 | ||||
Bone Biologics Inc [Member] | |||||
Common stock issued and outstanding per share | $ 0.0001 | $ 0.0001 | |||
Common stock converted combined number of share | 19,897,587 | ||||
Number of outstanding warrants issuable shares | 2,151,926 | 2,151,926 | |||
Number of shares issuable upon the conversion of debt | 5,648,658 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Prepaid expenses - related party | $ 271,945 | $ 339,931 |
Uncertain tax positions | ||
Interest and/or penalties related to income tax | ||
Debt issuance cost | $ 533,343 | |
Depositor [Member] | ||
Federal insurance coverage cost | $ 250,000 | |
Minimum [Member] | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Estimated useful lives of property and equipment | 7 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 29,943,090 | 20,504,070 |
Warrants [Member] | ||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 10,390,820 | 9,779,464 |
Stock Options [Member] | ||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 12,656,067 | 6,294,226 |
Convertible Promissory Notes [Member] | ||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 6,896,203 | 4,430,380 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 700 | $ 4,451 |
Loss on disposal of assets | $ 4,862 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $ 503 | $ 9,786 |
Less accumulated depreciation | (261) | (3,982) |
Furniture and equipment, Net | $ 242 | $ 5,804 |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Interest expense | $ 22,383 | |
Accounts payable | 226,516 | 186,814 |
Accrued bonuses | 135,264 | |
Deferred Directors' fees | 11,250 | |
Total Accounts Payable and Accrued Expenses | $ 260,149 | $ 322,078 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 22, 2016 | Dec. 31, 2016 | May 07, 2014 |
License Agreement [Member] | |||
Payment of UCLA annual maintenance fee | $ 10,000 | ||
Percentage of commercial sale of the licensed product equal to net sales | 3.00% | ||
License Agreement [Member] | UCLA [Member] | |||
Percentage of commercial sale of the licensed product equal to net sales | 0.333% | ||
License commitment fee | $ 500,000 | ||
Percentage of amount raised in private placement | 2.00% | ||
Minimum [Member] | License Agreement [Member] | UCLA [Member] | |||
Percentage of commercial sale of the licensed product equal to net sales | 10.00% | ||
Maximum [Member] | License Agreement [Member] | UCLA [Member] | |||
Percentage of commercial sale of the licensed product equal to net sales | 20.00% | ||
First Subject In Feasibility Study [Member] | License Agreement [Member] | UCLA [Member] | |||
License commitment fee | $ 100,000 | ||
First Subject In Pivotal Study [Member] | License Agreement [Member] | UCLA [Member] | |||
License commitment fee | 250,000 | ||
Pre-Market Approval Of Licensed Product Or Licensed Method [Member] | License Agreement [Member] | UCLA [Member] | |||
License commitment fee | 500,000 | ||
First Commercial Sale Of Licensed Product Or Licensed Method [Member] | License Agreement [Member] | UCLA [Member] | |||
License commitment fee | $ 1,000,000 | ||
AFH [Member] | Minimum [Member] | |||
Debt financing | $ 8,000,000 | ||
AFH [Member] | Maximum [Member] | |||
Debt financing | $ 10,000,000 | ||
AFH Group [Member] | |||
Percentage of issued and outstanding shares of common stock | 10.00% | ||
First Commercial Sale [Member] | License Agreement [Member] | |||
Annual minimum royalty for life of the patent rights | $ 50,000 | ||
After First Commercial Sale [Member] | License Agreement [Member] | |||
Annual minimum royalty for life of the patent rights | $ 250,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Oct. 14, 2016 | Feb. 24, 2016 | May 04, 2015 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 08, 2016 | Oct. 28, 2015 |
Warrant to purchase shares of common stock | 1,800,364 | 158,229 | ||||||
Warrant exercise price | $ 1.59 | |||||||
Debt discount amortization | $ 2,098,665 | $ 623,101 | ||||||
Amortization over period | 2 years 9 months 22 days | |||||||
Unamortized debt discount | $ 2,367,708 | 1,383,905 | ||||||
Third Convertible Secured Term Note and Warrant [Member] | ||||||||
Debt discount amortization | $ 300,831 | 661,617 | ||||||
Amortization over period | 2 years 9 months 22 days | |||||||
Unamortized debt discount | $ 350,044 | $ 533,343 | ||||||
Convertible Promissory Notes [Member] | ||||||||
Debt maturity date | Dec. 31, 2017 | |||||||
Debt instrument interest rate | 8.50% | |||||||
Convertible Promissory Notes [Member] | Note Purchase Agreement [Member] | ||||||||
Debt instrument conversation price per share | $ 1 | |||||||
Hankey Capital, LLC [Member] | ||||||||
Warrant to purchase shares of common stock | 3,955,697 | |||||||
Warrant exercise price | $ 1.58 | |||||||
Warrant expiration date | Oct. 24, 2019 | |||||||
Hankey Capital, LLC [Member] | Second Warrant [Member] | ||||||||
Warrant to purchase shares of common stock | 1,898,734 | |||||||
Warrant exercise price | $ 1.58 | |||||||
Warrant expiration date | May 4, 2020 | |||||||
Hankey Capital, LLC [Member] | Third Warrant [Member] | ||||||||
Debt instrument conversation price per share | $ 1.58 | |||||||
Warrant to purchase shares of common stock | 1,463,415 | 791,139 | ||||||
Warrant exercise price | $ 2.05 | |||||||
Warrant expiration date | Feb. 23, 2021 | Dec. 31, 2019 | ||||||
Gross proceeds from warrant issued | $ 1,250,000 | |||||||
Hankey Capital, LLC [Member] | Second Secured Convertible Note And Warrant [Member] | ||||||||
Convertible promissory note amount | $ 2,000,000 | |||||||
Debt maturity date | Dec. 31, 2019 | |||||||
Number of common stock shares issued for lending | 2,531,646 | |||||||
Loan commitment fee amount | $ 60,000 | |||||||
Percentage of commitment fee paid | 3.00% | |||||||
Hankey Capital, LLC [Member] | Third Convertible Secured Term Note and Warrant [Member] | ||||||||
Convertible promissory note amount | $ 2,000,000 | |||||||
Debt maturity date | Feb. 23, 2019 | |||||||
Number of common stock shares issued for lending | 2,531,646 | |||||||
Loan commitment fee amount | $ 40,000 | |||||||
Percentage of commitment fee paid | 2.00% | |||||||
Hankey Capital, LLC [Member] | Minimum [Member] | Second Secured Convertible Note And Warrant [Member] | ||||||||
Debt instrument interest rate | 8.50% | |||||||
Loan for collateral value ratio percentage | 50.00% | |||||||
Hankey Capital, LLC [Member] | Minimum [Member] | Third Convertible Secured Term Note and Warrant [Member] | ||||||||
Debt instrument interest rate | 8.50% | |||||||
Percentage of average daily price of common stock measured | 50.00% | |||||||
Hankey Capital, LLC [Member] | Maximum [Member] | Second Secured Convertible Note And Warrant [Member] | ||||||||
Loan for collateral value ratio percentage | 50.00% | |||||||
Hankey Capital, LLC [Member] | Maximum [Member] | Third Convertible Secured Term Note and Warrant [Member] | ||||||||
Loan for collateral value ratio percentage | 50.00% | |||||||
Hankey Capital, LLC [Member] | Prime Rate [Member] | Second Secured Convertible Note And Warrant [Member] | ||||||||
Debt instrument interest rate | 4.00% | |||||||
Debt instrument conversation price per share | $ 1.58 | |||||||
Hankey Capital, LLC [Member] | Prime Rate [Member] | Third Convertible Secured Term Note and Warrant [Member] | ||||||||
Debt instrument interest rate | 4.00% | |||||||
Debt instrument conversation price per share | $ 1.58 | |||||||
MTF and Hankey Capital, LLC [Member] | Convertible Promissory Notes [Member] | Note Purchase Agreement [Member] | ||||||||
Convertible promissory note amount | $ 600,000 | |||||||
Debt maturity date | Dec. 31, 2017 | |||||||
Debt instrument interest rate | 8.50% | |||||||
Debt instrument conversation price per share | $ 1 | |||||||
Gross proceeds from convertible notes | $ 5,000,000 | |||||||
Deferred compensation, percentage | 20.00% | |||||||
Debt instrument, maturity date, description | On January 23, 2017 the Company, MTF and Hankey Capital, executed an amendment (the Amendment) to the Convertible Notes. The Amendment extends the maturity date of each of the Convertible Notes to December 31, 2017 from December 31, 2016. By extending the maturity date, the date that the Convertible Notes automatically convert into shares of the Companys Common Stock is also extended to December 31, 2017. The Amendment is effective retroactive to December 31, 2016. | |||||||
MTF and Hankey Capital, LLC [Member] | Convertible Promissory Notes [Member] | Note Purchase Agreement [Member] | Directors [Member] | ||||||||
Deferred compensation, percentage | 50.00% | |||||||
MTF and Hankey Capital, LLC [Member] | Convertible Promissory Notes [Member] | Note Purchase Agreement [Member] | Noncurrent Stockholders[Member] | ||||||||
Compensation, amount | $ 5,000,000 | |||||||
First Secured Convertible Note and Warrant [Member] | Hankey Capital, LLC [Member] | ||||||||
Convertible promissory note amount | $ 5,000,000 | |||||||
Debt maturity date | Dec. 31, 2019 | |||||||
Number of common stock shares issued for lending | 6,329,114 | |||||||
Loan commitment fee amount | $ (150,000) | |||||||
Percentage of commitment fee paid | 3.00% | |||||||
First Secured Convertible Note and Warrant [Member] | Hankey Capital, LLC [Member] | Minimum [Member] | ||||||||
Debt instrument interest rate | 8.50% | |||||||
Loan for collateral value ratio percentage | 50.00% | |||||||
First Secured Convertible Note and Warrant [Member] | Hankey Capital, LLC [Member] | Maximum [Member] | ||||||||
Loan for collateral value ratio percentage | 50.00% | |||||||
First Secured Convertible Note and Warrant [Member] | Hankey Capital, LLC [Member] | Prime Rate [Member] | ||||||||
Debt instrument interest rate | 4.00% | |||||||
Debt instrument conversation price per share | $ 1.58 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Secured Convertible Note | $ 10,200,000 | |
Less: Current notes payable | 1,200,000 | |
Less: Debt discount | 2,367,708 | 1,383,905 |
Less: Debt issuance costs | 350,044 | |
Net Notes payable | $ 6,282,248 | 5,082,752 |
As Adjusted December 31, 2015 [Member] | ||
Secured Convertible Note | 7,000,000 | |
Less: Current notes payable | ||
Less: Debt discount | 1,383,905 | |
Less: Debt issuance costs | 533,343 | |
Net Notes payable | 5,082,752 | |
First Secured Convertible Note [Member] | ||
Issue Date | Oct. 24, 2014 | |
Maturity Date | Dec. 31, 2019 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 5,000,000 | |
First Secured Convertible Note [Member] | As Adjusted December 31, 2015 [Member] | ||
Secured Convertible Note | 5,000,000 | |
Second Secured Convertible Note [Member] | ||
Issue Date | May 4, 2015 | |
Maturity Date | Dec. 31, 2019 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 2,000,000 | |
Second Secured Convertible Note [Member] | As Adjusted December 31, 2015 [Member] | ||
Secured Convertible Note | 2,000,000 | |
Third Secured Convertible Note [Member] | ||
Issue Date | Feb. 24, 2016 | |
Maturity Date | Feb. 23, 2019 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 2,000,000 | |
Third Secured Convertible Note [Member] | As Adjusted December 31, 2015 [Member] | ||
Secured Convertible Note | ||
Convertible Promissory Notes [Member] | ||
Issue Date | Oct. 14, 2016 | |
Maturity Date | Dec. 31, 2017 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 1,200,000 | |
Convertible Promissory Notes [Member] | As Adjusted December 31, 2015 [Member] | ||
Secured Convertible Note |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 38,828,607 | 32,211,956 |
Common stock warrants exercised | 791,139 | |
Common stock warrants expired | 60,920 | |
Common stock warrants exercised or expired during period | ||
Common stock voting rights | Each share of common stock has the right to one vote | |
Hankey Capital, LLC [Member] | ||
Common shares issued for collateral on loan, shares | 11,392,406 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Outstanding Unexercised Common Stock Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | 12,656,067 | |
Unexercised Common Stock Warrants [Member] | ||
Number of Shares | 10,390,820 | |
Warrant expiration term | 3 years 2 months 12 days | |
2009 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 0.44 | |
Number of Shares | 118,383 | |
Warrants expiration date | Mar. 16, 2019 | |
2010 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 0.44 | |
Number of Shares | 254,997 | |
Warrants expiration date | Feb. 4, 2020 | |
April 2013 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 50,000 | |
Warrants expiration date | Apr. 28, 2020 | |
September 2013 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 50,000 | |
Warrants expiration date | Sep. 4, 2020 | |
September 2013 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 25,000 | |
Warrants expiration date | Sep. 20, 2020 | |
November 2013 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 75,000 | |
Warrants expiration date | Nov. 14, 2020 | |
July 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.50 | |
Number of Shares | 166,667 | |
Warrants expiration date | May 30, 2018 | |
July 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.50 | |
Number of Shares | 166,667 | |
Warrants expiration date | Sep. 30, 2018 | |
July 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 500,000 | |
Warrants expiration date | Sep. 30, 2018 | |
July 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 46,667 | |
Warrants expiration date | Jul. 2, 2018 | |
July 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 0 | |
Number of Shares | 12,625 | |
Warrants expiration date | Jul. 10, 2018 | |
September 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.62 | |
Number of Shares | 625,000 | |
Warrants expiration date | Aug. 31, 2021 | |
September 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 699,671 | |
Warrants expiration date | Sep. 18, 2021 | |
September 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 89,588 | |
Warrants expiration date | Sep. 29, 2021 | |
October 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1 | |
Number of Shares | 126,582 | |
Warrants expiration date | Oct. 23, 2017 | |
October 2014 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.58 | |
Number of Shares | 3,164,558 | |
Warrants expiration date | Oct. 23, 2019 | |
February 2015 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.58 | |
Number of Shares | 699,037 | |
Warrants expiration date | Feb. 14, 2018 | |
May 2015 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.58 | |
Number of Shares | 1,898,734 | |
Warrants expiration date | May 4, 2020 | |
October 2015 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 1.58 | |
Number of Shares | 158,229 | |
Warrants expiration date | Oct. 27, 2018 | |
February 2016 [Member] | Unexercised Common Stock Warrants [Member] | ||
Exercise price | $ 2.05 | |
Number of Shares | 1,463,415 | |
Warrants expiration date | Feb. 23, 2021 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation expense | $ 3,460,078 | $ 3,700,431 |
Number options, granted | 6,361,841 | 5,536,249 |
Unrecognized compensation cost related to unvested stock options | $ 9,050,116 | |
Compensation, expected to be recognized over a weighted average period | 1 year 9 months 7 days | |
Directors [Member] | ||
Number of shares issued during period for compensation | 322,860 | |
Employees And Directors [Member] | ||
Stock-based compensation expense | $ 3,460,078 | $ 3,700,431 |
Consultants [Member] | ||
Stock-based compensation expense | 6,085,950 | $ 0 |
2015 Stock Option Plan [Member] | ||
Shares authorized and reserved for issuance | 14,000,000 | |
Percentage of stock issued and outstanding | 5.00% | |
Issuance Of Stock Options [Member] | ||
Stock-based compensation expense | 3,460,078 | $ 3,291,434 |
Issuance Of Shares [Member] | ||
Stock-based compensation expense | $ 0 | $ 408,997 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Shares Remaining Options Outstanding, Beginning balance | 6,294,226 | 757,977 |
Number of Shares Remaining Options, Granted | 6,361,841 | 5,536,249 |
Number of Shares Remaining Options, Forfeited | ||
Number of Shares Remaining Options, Exercised | ||
Number of Shares Remaining Options Outstanding, Ending balance | 12,656,067 | 6,294,226 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 1.59 | $ 1.59 |
Weighted Average Exercise Price, Granted | 1.66 | 1.59 |
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending | $ 1.62 | $ 1.59 |
Weighted Average Life (Years), Outstanding, Beginning | 10 years | 10 years |
Weighted Average Life (Years), Granted | 9 years 11 months 12 days | 10 years |
Weighted Average Life (Years), Outstanding. Ending | 8 years 8 months 16 days | 10 years |
Intrinsic Value, Outstanding Beginning | ||
Intrinsic Value, Outstanding Ending |
Stock-Based Compensation - Sc39
Stock-Based Compensation - Schedule of Stock Option (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Stock option | 12,656,067 |
September 2014 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 583,059 |
Expiration date | Dec. 27, 2025 |
November 2014 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 174,918 |
Expiration date | Dec. 27, 2025 |
August 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 3,121,787 |
Expiration date | Dec. 27, 2025 |
September 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 300,000 |
Expiration date | Dec. 27, 2025 |
November 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 1,224,640 |
Expiration date | Dec. 27, 2025 |
December 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 889,822 |
Expiration date | Dec. 27, 2025 |
January 2016 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Stock option | 5,401,092 |
Expiration date | Jan. 9, 2026 |
March 2016 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Stock option | 54,000 |
Expiration date | Feb. 24, 2021 |
May 2016 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Stock option | 807,434 |
Expiration date | May 26, 2026 |
June 2016 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Stock option | 99,315 |
Expiration date | May 31, 2026 |
Stock-Based Compensation - Sc40
Stock-Based Compensation - Schedule of Assumptions Using Black-Scholes Option Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Risk free interest rate, minimum | 1.38% |
Risk free interest rate, maximum | 1.44% |
Expected life (in years) | 1 year 9 months 7 days |
Expected Volatility, minimum | 121.17% |
Expected Volatility, maximum | 123.88% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected life (in years) | 5 years 7 months 6 days |
Maximum [Member] | |
Expected life (in years) | 10 years |
Stock-Based Compensation - Sc41
Stock-Based Compensation - Schedule of Non-Vested Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Non-vested Options, Beginning Balance | 5,156,710 | 501,469 |
Number of Non-vested Options, Granted | 6,361,841 | 5,536,249 |
Number of Non-vested Options, Vested | (1,913,491) | (881,008) |
Number of Non-vested Options, Ending Balance | 9,605,060 | 5,156,710 |
Number of Non-vested Options, Exercisable | 3,051,007 | |
Number of Non-vested Options, Outstanding | 12,656,067 | |
Weighted Average Fair Value at Grant Date, Beginning Balance | $ 1.29 | $ 0.73 |
Weighted Average Fair Value at Grant Date, Granted | 1.93 | 1.29 |
Weighted Average Fair Value at Grant Date, Vested | 1.31 | 0.73 |
Weighted Average Fair Value at Grant Date, Ending Balance | 1.74 | 1.29 |
Weighted Average Fair Value at Grant Date, Exercisable | 1.22 | |
Weighted Average Fair Value at Grant Date, Outstanding | $ 1.62 | |
Intrinsic Value, Outstanding, Beginning Balance | ||
Intrinsic Value, Outstanding, Ending Balance |
Stock-Based Compensation - Sc42
Stock-Based Compensation - Schedule of Unrecognized Compensation Cost Related to Unvested Stock Options (Details) | Dec. 31, 2016USD ($) |
2017 [Member] | |
Unrecognized compensation cost related to unvested stock options | $ 4,660,365 |
2018 [Member] | |
Unrecognized compensation cost related to unvested stock options | 2,858,434 |
2019 [Member] | |
Unrecognized compensation cost related to unvested stock options | 1,313,163 |
2020 [Member] | |
Unrecognized compensation cost related to unvested stock options | 213,937 |
2021 [Member] | |
Unrecognized compensation cost related to unvested stock options | $ 4,217 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 24, 2016 | Jun. 02, 2016 | Feb. 10, 2016 | Oct. 28, 2015 | Aug. 11, 2015 | Feb. 28, 2015 | Jun. 02, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 14, 2016 | Feb. 24, 2016 | Feb. 22, 2016 | Jan. 08, 2016 | Oct. 02, 2015 |
Consulting fees for related party | $ 0 | $ 75,000 | ||||||||||||
Fair value of warrants value | $ 172,470 | |||||||||||||
Maximum percentage of warrants purchase of fully diluted shares of common stock outstanding | 4.00% | |||||||||||||
Warrant to purchase shares of common stock | 158,229 | 1,800,364 | ||||||||||||
Warrant exercise price per share | $ 1.59 | |||||||||||||
Fair value of shares values | $ 1,455,825 | |||||||||||||
Number of shares issued for services, value | (100,930) | (2,825,943) | ||||||||||||
General and administrative expense | 6,246,461 | 8,329,978 | ||||||||||||
Founder [Member] | 10 Year Stock Options [Member] | ||||||||||||||
Warrant exercise price per share | $ 2.05 | $ 2.05 | ||||||||||||
First Anniversary [Member] | ||||||||||||||
Percentage of option vest | 25.00% | |||||||||||||
Second Anniversary [Member] | ||||||||||||||
Percentage of option vest | 25.00% | |||||||||||||
Third Anniversary [Member] | ||||||||||||||
Percentage of option vest | 25.00% | |||||||||||||
Fourth Anniversary [Member] | ||||||||||||||
Percentage of option vest | 12.50% | |||||||||||||
Fifth Anniversary [Member] | ||||||||||||||
Percentage of option vest | 12.50% | |||||||||||||
January 1, 2017 [Member] | ||||||||||||||
Consulting fees for related party | 200,000 | |||||||||||||
10 Year Stock Options [Member] | Founder [Member] | ||||||||||||||
Number of shares issued in connection with adjustment | 33,105 | |||||||||||||
AFH [Member] | ||||||||||||||
Fair value of warrants value | $ 275,000 | |||||||||||||
Notes principal amount | $ 50,000 | |||||||||||||
Maximum percentage of warrants purchase of fully diluted shares of common stock outstanding | 10.00% | 2.50% | ||||||||||||
Warrant to purchase shares of common stock | 1,260,255 | 915,614 | 867,163 | |||||||||||
Warrant exercise price per share | $ 1.58 | |||||||||||||
Number of shares issued in connection with adjustment | 1,260,255 | |||||||||||||
Up-front retainer received | $ 100,000 | |||||||||||||
Up-front retainer receivable per month | 33,333 | |||||||||||||
Number of shares issued for services, value | $ 525,000 | $ 408,750 | ||||||||||||
AFH [Member] | October 28, 2015 Invoice [Member] | ||||||||||||||
Number of shares issued for services | 20,186 | |||||||||||||
AFH [Member] | Letter Agreement February 10, 2016 [Member] | ||||||||||||||
Number of shares issued for services | 23,173 | |||||||||||||
AFH [Member] | PIPE [Member] | Minimum [Member] | ||||||||||||||
Fair value of warrants value | $ 8,000,000 | |||||||||||||
AFH [Member] | PIPE [Member] | Maximum [Member] | ||||||||||||||
Fair value of warrants value | $ 10,000,000 | |||||||||||||
MTF [Member] | ||||||||||||||
Maximum percentage of warrants purchase of fully diluted shares of common stock outstanding | 2.50% | |||||||||||||
Warrant to purchase shares of common stock | 700,000 | 867,163 | 700,000 | 731,707 | 1,153,846 | |||||||||
Warrant exercise price per share | $ 2.05 | |||||||||||||
General and administrative expense | $ 1,370,118 | |||||||||||||
Cost of license | $ 1,435,000 | |||||||||||||
Consultant [Member] | ||||||||||||||
Fair value of warrants value | $ 324,533 | |||||||||||||
MTF [Member] | Note Purchase Agreement [Member] | ||||||||||||||
Convertible promissory note | $ 600,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 22,069,000 | $ 16,226,000 |
Deferred tax assets valuation allowance | 18,205,000 | $ 9,554,000 |
Deferred tax asset changes in valuation allowance | $ 8,651,000 | |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Current, Federal | ||
Current, State | 2,243 | 8,840 |
Total current | 2,243 | 8,840 |
Deferred, Federal | ||
Deferred, State | ||
Total deferred | ||
Provision for income taxes | $ 2,243 | $ 8,840 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Net operating losses | $ 8,674,000 | $ 6,507,000 |
Deferred tax assets, Patents | 79,000 | 175,000 |
Deferred tax assets, Accrued expenses | 48,000 | 60,000 |
Deferred tax assets, R&D credits | 391,000 | 137,000 |
Deferred tax assets, Warrants | 9,013,000 | 2,675,000 |
Total | 18,205,000 | 9,554,000 |
Less: Valuation allowance | (18,205,000) | (9,554,000) |
Deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Note Purchase Agreement [Member] - Convertible Note [Member] - Subsequent Event [Member] | Feb. 10, 2017USD ($)$ / shares |
Convertible debt | $ 1,000,000 |
Convertible note maturity date | Dec. 31, 2017 |
Debt instruments interest rate percentage | 8.50% |
Debt instruments conversion price per share | $ / shares | $ 1 |
Minimum expected gross proceeds from convertible debt | $ 5,000,000 |