Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | RITTER PHARMACEUTICALS INC | |
Entity Central Index Key | 1,460,702 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,730,362 | |
Trading Symbol | RTTR | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 8,452,128 | $ 15,819,566 |
Prepaid expenses | 246,228 | 189,136 |
Total current assets | 8,698,356 | 16,008,702 |
Other assets | 10,326 | 10,326 |
Property and equipment, net | 24,857 | 20,688 |
Total Assets | 8,733,539 | 16,039,716 |
Current liabilities | ||
Accounts payable | 2,870,379 | 739,357 |
Accrued expenses | 907,934 | 614,141 |
Other liabilities | 14,064 | 1,223 |
Total current liabilities | 3,792,377 | 1,354,721 |
Stockholders' equity | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2016 and December 31, 2015 | ||
Common stock, $0.001 par value; 25,000,000 shares authorized; 8,592,912 and 8,582,004 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 8,593 | 8,582 |
Additional paid-in capital | 42,809,504 | 41,759,355 |
Accumulated deficit | (37,876,935) | (27,082,942) |
Total stockholders' equity | 4,941,162 | 14,684,995 |
Total Liabilities and Stockholders' Equity | $ 8,733,539 | $ 16,039,716 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 8,592,912 | 8,582,004 |
Common stock, shares outstanding | 8,592,912 | 8,582,004 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating costs and expenses: | ||||
Research and development | $ 2,348,755 | $ 1,505,116 | $ 7,112,177 | $ 1,584,086 |
Patent costs | 98,908 | 47,611 | 199,888 | 160,033 |
General and administrative | 1,091,647 | 1,555,938 | 3,533,608 | 4,860,676 |
Total operating costs and expenses | 3,539,310 | 3,108,665 | 10,845,673 | 6,604,795 |
Operating loss | (3,539,310) | (3,108,665) | (10,845,673) | (6,604,795) |
Other income: | ||||
Interest income | 13,239 | 18,853 | 50,466 | 23,157 |
Other income | 9,590 | 1,214 | 16,682 | |
Total other income | 13,239 | 28,443 | 51,680 | 39,839 |
Net loss | (3,526,071) | (3,080,222) | (10,793,993) | (6,564,956) |
Cumulative preferred stock dividends | (327,569) | |||
Accretion of discount on Series C preferred stock | (63,283) | |||
Net loss applicable to common shareholders | $ (3,526,071) | $ (3,080,222) | $ (10,793,993) | $ (6,955,808) |
Net loss per common share - basic and diluted | $ (0.41) | $ (0.40) | $ (1.26) | $ (2.35) |
Weighted-average common shares outstanding - basic and diluted | 8,585,406 | 7,792,050 | 8,584,442 | 2,961,263 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (10,793,993) | $ (6,564,956) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,894 | 1,022 |
Stock-based compensation | 1,041,656 | 2,432,045 |
Prepaid forward sale to supplier | 416,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (57,092) | (251,251) |
Accounts payable | 2,131,022 | (246,644) |
Accrued expenses | 293,793 | (86,087) |
Other liabilities | 12,841 | (2,698) |
Net cash used in operating activities | (7,367,879) | (4,302,569) |
Cash flows from investing activities | ||
Purchases of property and equipment | (8,063) | (10,100) |
Net cash used in investing activities | (8,063) | (10,100) |
Cash flows from financing activities | ||
Proceeds from exercise of options on common stock | 8,504 | 4,537 |
Proceeds from issuance of shares upon closing of initial public offering | 20,000,000 | |
Commissions and issuance costs of initial public offering | (2,194,375) | |
Net cash provided by financing activities | 8,504 | 17,810,162 |
Net (decrease) increase in cash and cash equivalents | (7,367,438) | 13,497,493 |
Cash and cash equivalents at beginning of period | 15,819,566 | 2,747,248 |
Cash and cash equivalents at end of period | 8,452,128 | 16,244,741 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | 72,112 | |
Supplemental disclosure of noncash financing activities | ||
Accrual of commissions and issuance costs of initial public offering | 213,561 | |
Deferred offering costs reclassified to additional paid-in capital | 665,603 | |
Conversion of all outstanding preferred stock into common stock | 8,888 | |
Conversion of all outstanding preferred stock subject to redemption into common stock | 16,594,464 | |
Common stock subject to repurchase | 180 | |
Cumulative preferred stock dividends | 327,569 | |
Accretion of discount on Series C preferred stock | $ 63,283 |
Organization and Principal Acti
Organization and Principal Activities | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | NOTE 1 ORGANIZATION AND PRINCIPAL ACTIVITIES Ritter Pharmaceuticals, Inc. (Ritter or the Company) is a Delaware corporation headquartered in Los Angeles, California. The Company was formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC, and converted into a Delaware corporation on September 16, 2008. Ritter Pharmaceuticals, Inc. develops novel therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases. The Company is advancing human gut health research by exploring the metabolic capacity of the gut microbiota, and translating the functionality of these microbiome modulators into safe and effective applications. The Companys lead drug candidate, RP-G28, has the potential to become the first Food and Drug Administration (FDA) approved drug for lactose intolerance, a condition that affects more than one billion people worldwide. The Company currently operates in one business segment focusing on the development and commercialization of RP-G28. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer. Initial Public Offering On June 24, 2015, the Companys registration statement on Form S-1 (File No. 333-202924) relating to its initial public offering of its common stock was declared effective by the Securities and Exchange Commission (SEC). The shares began trading on the NASDAQ Capital Market on June 24, 2015. The initial public offering closed on June 29, 2015, and 4,000,000 shares of common stock were sold at an initial public offering price of $5.00 per share. The Company paid to the underwriters underwriting discounts and commissions of approximately $1.6 million in connection with the offering. In addition, the Company incurred expenses of approximately $1 million in connection with the offering. Thus, the net offering proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $17.4 million. Capitalization In connection with the Companys initial public offering in June 2015, the Company effected a 1for7.15 reverse split of its common stock. All references to shares of common stock outstanding, average number of shares outstanding and per share amounts in these financial statements and notes to financial statements have been adjusted to reflect the reverse split on a retroactive basis. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include all adjustments necessary for the fair presentation of the Companys financial position for the periods presented. The accompanying interim period unaudited condensed financial statements have also been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. The condensed balance sheet as of September 30, 2016, the condensed statements of operations for the three and nine months ended September 30, 2016 and 2015, and the condensed statements of cash flows for the nine months ended September 30, 2016 and 2015, are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2015 has been derived from audited financial statements included in the Annual Report on Form 10-K filed with the SEC on March 21, 2016. The results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim period unaudited condensed financial statements and related financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Going Concern and Liquidity The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any product revenue and has not achieved profitable operations. At September 30, 2016, the Company had working capital of approximately $4.9 million, an accumulated deficit of approximately $37.9 million, and cash and cash equivalents of approximately $8.5 million. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and pre-clinical testing, and commercialization of the Companys products will require significant financing. These matters, among others, raise substantial doubt about the Companys ability to continue as a going concern. Since inception, the operations of the Company have been funded through the sale of common shares, preferred shares and convertible debt. Management cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, the Companys stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that could impact the Companys ability to conduct business. If the Company is not able to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of RP-G28 or some other future product candidate; (ii) seek collaborators for RP-G28 or some other future product candidate at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; (iii) relinquish or otherwise dispose of rights to intellectual property, RP-G28 or other products that the Company may seek to develop or commercialize. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Companys significant accounting policies as of and for the nine months ended September 30, 2016, as compared with the significant accounting policies described in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash consists of amounts held in a financial institution and consists of immediately available fund balances. The funds are maintained at a stable financial institution, generally at amounts in excess of federally insured limits. As of September 30, 2016 and December 31, 2015, approximately $8.2 million and approximately $15.6 million, respectively, in cash and cash equivalents were uninsured. The Company has not experienced any loss on deposits of cash and cash equivalents to date. Clinical Trial and Pre-Clinical Study Accruals The Company makes estimates of accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known to it at that time. Accrued expenses for pre-clinical studies and clinical trials are based on estimates of costs incurred and fees that may be associated with services provided by contract research organizations, clinical trial investigational sites, and other related vendors. Payments under certain contracts with such parties depend on factors such as successful enrollment of patients, site initiation and the completion of milestones. In accruing service fees, management estimates the time period over which services will be performed and the level of effort to be expended in each period. If possible, the Company obtains information regarding unbilled services directly from these service providers. However, the Company may be required to estimate these services based on other information available to it. If the Company underestimates or overestimates the activity or fees associated with a study or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, estimated accrued liabilities have approximated actual expense incurred. Subsequent changes in estimates may result in a material change in the Companys accruals. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842) i.e., Leases On March 30, 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting On August 26, 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230), Other accounting standards updates effective after September 30, 2016 are not expected to have a material effect on the Companys unaudited condensed consolidated financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consists of the following: Estimated Life September 30, 2016 December 31, 2015 Computer equipment 5 years $ 10,274 $ 9,696 Furniture and fixtures 7 years 23,325 15,840 Total property and equipment 33,599 25,536 Accumulated depreciation (8,742 ) (4,848 ) Property and equipment, net $ 24,857 $ 20,688 Depreciation expense of approximately $1,300 and $400 was recognized for the three months ended September 30, 2016 and 2015, respectively, and approximately $3,900 and $1,000 was recognized for the nine months ended September 30, 2016 and 2015, respectively, and classified in general and administrative expense in the accompanying unaudited condensed statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 COMMITMENTS AND CONTINGENCIES Master Services Agreement On December 30, 2015, the Company entered into a Master Service Agreement with Covance, Inc. (Covance), with an effective date of December 29, 2015. Pursuant to the terms of the Master Service Agreement, Covance (or one or more of its affiliates) will provide Phase 1, 2, 3, and 4 clinical services for a clinical study or studies to the Company, and, at the request of the Company, assist with the design of such studies, in accordance with the terms of separate individual project agreements to be entered into by the parties. The term of the agreement is for three years and will renew automatically for successive one year periods unless Covance is no longer providing services under the agreement or either party has terminated the agreement upon written notice. The Company may terminate the Master Service Agreement or any individual project agreement entered into under the Master Service Agreement prior to the applicable studys completion at any time for any reason upon 30 days written notice to Covance, except when the reason for termination is the safety of subjects, in which case it may be terminated immediately. Covance may not terminate any individual project agreement without cause, except when the reason for the termination is the safety of subjects, in which case it may be terminated immediately. In the event of a termination of the Master Service Agreement, Covance will be entitled to full payment for (i) work performed on the applicable project through the date work on such project is concluded and (ii) reimbursement for all non-cancellable and non-refundable expenses and financial obligations which Covance (or an affiliate) has incurred or undertaken on behalf of the Company. Clinical Supply and Cooperation Agreement with Ricerche Sperimentali Montale (Ricerche) and Inalco SpA (Inalco) Effective July 24, 2015, the Company entered into an amended Clinical Supply and Cooperation Agreement (the Amended Supply Agreement) with Ricerche and Inalco (collectively, RSM). The Amended Supply Agreement amends certain terms of the Clinical Supply and Cooperation Agreement, dated December 16, 2009, amended on September 25, 2010 (the Existing Supply Agreement). Under the Existing Supply Agreement, RSM granted the Company an exclusive worldwide option in a specified field and territory to assignment of all right, title and interest to a purified Galacto-oligosaccharides product (Improved GOS), the composition of matter of the Improved GOS and any information relating to the Improved GOS, including certain specified technical information and other intellectual property rights (the Improved GOS IP). Pursuant to the amended terms, the Company could exercise the option by paying RSM $800,000 within ten days after the effective date of the Amended Supply Agreement. The Company exercised this option on July 30, 2015 and RSM transferred the Improved GOS IP to the Company. Under the terms of the Existing Supply Agreement, if a further option payment of $1 million due in the future is not made, the Company may be required to return the Improved GOS IP to RSM. The Amended Supply Agreement also provides that the Company must pay RSM $400,000 within 10 days following FDA approval of a new drug application for the first product owned or controlled by the Company using Improved GOS as its active pharmaceutical ingredient. In addition, the Company agreed to purchase 350 kilos of Improved GOS for the sum of $250 per kilo for clinical supply of Improved GOS instead of $2,000 per kilo as under the Existing Supply Agreement. In consideration for RSM entering into the Amended Supply Agreement, the Company issued 100,000 shares of its common stock, par value $0.001 per share (the RSM Shares), to RSM on November 30, 2015. Fair value of these shares totaling $416,000 was recognized in stockholders equity in the Companys balance sheet as of December 31, 2015. The stock purchase agreement includes a lock-up agreement by RSM in favor of the Company pursuant to which RSM will not be allowed to sell the RSM Shares for a period ending on the earlier of (i) the public release by the Company of the final results of its Phase 2b/3 clinical trial of RP-G28 and (ii) the filing of the Companys Quarterly Report on Form 10-Q with the Securities and Exchange Commission (SEC) for the fiscal quarter in which the Company receives the results of its Phase 2b/3 clinical trial of RP-G28. Lease Agreement The Company leases office space for its headquarters in California. Until September 30, 2015, the Company leased office and storage space pursuant to a two-year agreement which called for a minimum monthly rental payment of approximately $5,000 with an annual increase of 3%. On July 9, 2015, the Company entered into a lease with Century Park, a California limited partnership, pursuant to which the Company is leasing approximately 2,780 square feet of office space in Los Angeles, California for its headquarters. The lease provides for a term of sixty-one (61) months, commencing on October 1, 2015. The Company paid no rent for the first month of the term and will pay base rent of $9,174 per month for months 2 through 13 of the term, with increasing base rent for each twelve-month period thereafter under the term of the lease to a maximum of $10,325 per month for months 50 through 61. The base rent payments do not include the Companys proportionate share of any operating expenses, including real estate taxes. The Company has the option to extend the term of the lease for one five-year term, provided that the rent would be subject to market adjustment at the beginning of the renewal term. Rent expense, which is recognized on a straight-line basis over the lease term, was approximately $28,700 and $15,000 for the three months ended September 30, 2016 and 2015, respectively, and $86,200 and $44,500 for the nine months ended September 30, 2016 and 2015, respectively, and is recorded in general and administrative expenses in the accompanying unaudited condensed statements of operations. Employment Agreements Michael D. Step On December 2, 2014, Michael D. Step accepted an offer letter from the Company setting forth the terms of his employment as Chief Executive Officer. The offer letter provides that Mr. Step is entitled to an annual base salary of $360,000 and a total of three grants of options to purchase common stock of the Company. The first two options entitle Mr. Step to purchase 646,537 and 73,377 shares of the Companys common stock, respectively, for an exercise price of $5.86 per share. Each of these options was immediately exercisable in full as of the date of the grant, with 44/48 ths th The third option became exercisable upon the closing of the Companys initial public offering on June 29, 2015. The option is for a total of 163,799 shares of the Companys common stock, which, together with the shares subject to the first option, represent 7.5% of the shares of common stock deemed to be outstanding at June 29, 2015 on a fully-diluted basis, after giving effect to the number of shares subject to the third option. Seventy-five percent of the shares subject to the third option are subject to a right of repurchase by the Company upon termination of Mr. Steps employment for any reason. This right of repurchase lapses with respect to 1/36 th Additionally, under the terms of his Executive Severance and Change in Control Agreement, also effective on December 2, 2014, Mr. Step is entitled to receive certain payments in the event his employment is terminated under certain circumstances. Andrew Ritter and Ira Ritter On September 25, 2013, the board of directors approved the Executive Compensation Plan (the Compensation Plan) setting forth certain compensation to be paid to Andrew Ritter, the current President and former Chief Executive Officer, and Ira Ritter, the current Chief Strategic Officer (CSO), for their respective contributions to the Company. Effective June 29, 2015, in connection with the Companys initial public offering, Andrew Ritter and Ira Ritter accepted offer letters from the Company setting forth the terms of their employment as President and CSO, respectively. The offer letters superseded the Compensation Plan. Their respective offer letters provide that Andrew Ritter is entitled to an annual base salary of $310,000 and Ira Ritter is entitled to an annual base salary of $295,000. In accordance with his offer letter, Andrew Ritter also became entitled to receive up to $180,000 payable over a three-year period for tuition reimbursement which has been paid as of September 30, 2016. $75,000 was recognized as tuition reimbursement in general and administrative expenses in the accompanying unaudited condensed statements of operations for the nine months ended September 30, 2016. Additionally, under the terms of their Executive Severance and Change in Control Agreements, also effective on June 29, 2015, each of Andrew Ritter and Ira Ritter is entitled to receive certain payments in the event their employment is terminated under certain scenarios. Pursuant to their respective offer letters, Andrew Ritter and Ira Ritter each have the opportunity to earn an annual bonus based upon a percentage of their base salary and the achievement of specific performance as determined by the Company. The initial target bonus opportunities are 40% and 35% of the base salary for Andrew Ritter and Ira Ritter, respectively. The board of directors determined that the specific performance requirements were met for fiscal year 2015 and accordingly, Andrew Ritter received 40% of his base salary, or $124,000 and Ira Ritter received 35% of his base salary, or $103,250. These bonus payments were recognized in general and administrative expense in the statements of operations for the nine months ended September 30, 2015. Pursuant to the Compensation Plan, as in effect prior to entering into their offer letters, Andrew Ritter and Ira Ritter had bonus opportunities to, upon the satisfaction of the events described below, each potentially receive the following cash payments and each potentially receive the following options to purchase up to 48,951 shares of the Companys common stock (the Executive Options) pursuant to the 2008 Stock Plan: ● FDA Meeting Bonus Opportunities ● FDA Meeting Bonus Opportunities ● Clinical Trial Funding Commitment Bonus Opportunities ● Fundraising Bonus Opportunities ● License Event Bonus Opportunities ○ A graduated cash bonus equal to (i) 5% of the Initial Period License Payment (as defined in the Compensation Plan) up to $5,000,000; (ii) 4% of the Initial Period License Payment in excess of $5,000,000 up to $10,000,000; and (iii) 3% of the Initial Period License Payment in excess of $10,000,000. In addition, upon our receipt of an Initial Period License Payment of more than $2,000,000, 35% of 45,454 shares of their Executive Options will vest and become exercisable, with the balance of the 45,454 shares vesting in 36 monthly installments beginning on the last day of the following month. ○ A cash bonus equal to 3% of any Annual Excess Milestone Payments (as defined in the Compensation Plan); provided, however that no such bonus may be paid at any time the Company has less than $1,000,000 in available cash. In addition, upon our receipt of an Annual Excess Milestone Payment, 35% of 6,993 shares of their Executive Options will vest and become exercisable, with the balance of the 6,993 shares vesting in 36 monthly installments beginning on the last day of the following month. As of September 30, 2015, 27,972 of the maximum 48,951 Executive Options potentially issuable to each executive had been issued to each executive subject to the vesting conditions described above. Legal The Company is not currently involved in any legal matters arising in the normal course of business. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 STOCKHOLDERS EQUITY Common Stock As of December 31, 2014, the Company was authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share. Effective June 17, 2015, the Company effected a 1-for-7.15 reverse stock split. All common share amounts and per share amounts reflected in these unaudited condensed financial statements and notes to unaudited condensed financial statements have been adjusted to reflect the reverse stock split. The Company amended and restated its Certificate of Incorporation on June 29, 2015 (the Amended Certificate) and reduced the authorized shares of the Companys common stock to 25,000,000 with a par value of $0.001 per share. As of September 30, 2016, the Company had a total of 8,592,912 shares of common stock issued and outstanding. Initial Public Offering On June 29, 2015, the Company closed its initial public offering, selling 4,000,000 shares of the Companys common stock at an initial public offering price of $5.00 per share, for aggregate gross proceeds to the Company of $20 million. The Company paid to the underwriters underwriting discounts and commissions of approximately $1.6 million in connection with the offering, and approximately $1 million of other expenses in connection with the offering. The underwriters paid an aggregate purchase price of $100 for warrants to purchase 160,000 shares of the Companys common stock, representing 4.0% of the initial public offering shares, at an exercise price of $6.25 per share, which equaled 125.0% of the initial public offering price. The warrants were exercisable on June 29, 2016 and expire on June 29, 2020. Effective prior to the closing of the initial public offering, the Company converted all of its outstanding shares of Series A-1, Series A-2, Series A-3, Series B, and Series C preferred into an aggregate of 3,322,652 shares of the Companys common stock. Common Stock Purchase Agreement On December 18, 2015, the Company entered into a common stock purchase agreement (the Purchase Agreement), with Aspire Capital Fund, LLC, an Illinois limited liability company, (Aspire Capital), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million of the Companys shares of common stock over the approximately 30-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, the Company issued to Aspire Capital 188,864 shares of the Companys common stock as a commitment fee (the Commitment Shares). The fair value of the Commitment Shares were capitalized and recorded as a reduction of additional paid-in capital. Upon execution of the Purchase Agreement, the Company agreed to sell to Aspire Capital 500,000 shares of common stock (the Initial Purchase Shares) at $2.00 per share for proceeds of $1.0 million. The Company may sell an additional 888,835 shares of common stock to Aspire Capital in the future pursuant to the terms of the Purchase Agreement. On any trading day on which the closing sale price of the Companys common stock exceeds $0.50, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 100,000 shares of the Companys common stock per trading day, for up to $9.0 million of the Companys common stock in the aggregate at a per share price, calculated by reference to the prevailing market price of the Companys common stock (as provided in the Purchase Agreement). Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital, as amended (the Registration Agreement), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended (the Securities Act), the sale of the shares of its common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. On December 31, 2015, the Company filed a registration statement on Form S-1 (File No. 333-208818) pursuant to the terms of the Registration Agreement, which registration statement was declared effective on February 11, 2016. October 2016 Public Offering On October 31, 2016, the Company closed a public offering, selling 2,127,660 shares of the Companys common stock at a price to the public of $2.35 per share, for aggregate gross proceeds to the Company of approximately $5.0 million. The Company paid to the underwriters underwriting discounts and commissions of approximately $0.4 million in connection with the offering, and approximately $0.2 million of other expenses in connection with the offering. The Company granted the underwriters a 30-day option to purchase up to an additional 212,766 shares of common stock to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by the Company will be approximately $0.4 and the total proceeds to the Company, before expenses, will be approximately $5.1 million. This offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-213087), which was declared effective by the SEC on August 23, 2016. The shelf registration statement allows the Company to issue, from time to time at prices and on terms to be determined at or prior to the time of an offering, up to $150,000,000 of any combination of an indeterminate number of shares of common stock, an indeterminate number of shares of preferred stock, an indeterminate principal amount of debt securities, an indeterminate number of warrants, rights and purchase contracts to purchase common stock or debt securities, and an indeterminate number of units. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock that may be issued upon conversion or exchange of convertible or exchangeable securities being registered or pursuant to the anti-dilution provisions of any such securities. Preferred Stock The Companys board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the authorized shares of preferred stock in series and to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon. Pursuant to the Amended Certificate, the Company is authorized to issue 5,000,000 shares of preferred stock, $0.001 par value per share. Prior to the Amended Certificate and as of December 31, 2014, the Company was authorized to issue 7,200,000 shares, 1,687,500 shares, 4,220,464 shares, 7,658,182 shares, and 4,500,000 shares of Series A-1, Series A-2, Series A-3, Series B, and Series C preferred stock, respectively, with a par value of $0.001 per share. Upon the closing of the Companys initial public offering, all outstanding shares of convertible preferred stock and preferred stock subject to redemption were converted into an aggregate of 3,322,652 shares of common stock. The following provides material terms and certain historical information regarding the Series A-1, Series A-2, Series A-3, Series B and Series C Preferred Stock prior to their conversion to common stock: Redemption. Dividends. Liquidations Prepaid Forward Sale of Preferred Stock Research and Development Agreement & License On November 30, 2010, the Company concurrently entered into a Research and Development Agreement & License (R&D Agreement) and a Put and Call Option Agreement (Option Agreement) with two commonly controlled entities, Kolu Pohaku Technologies, LLC (KPT) and Kolu Pohaku Management, LLC (KPM). The R&D Agreement was subsequently amended on July 6, 2011, September 30, 2011, February 6, 2012 and November 4, 2013 to increase the funding received by the Company. The R&D Agreement between the Company and KPM and KPT, a Qualified High Technology Business within the meaning of Hawaii Revised Statutes, called for KPT to make a series of payments to the Company totaling $1,750,000 in exchange for the Company performing research and development activities in Hawaii for the benefit of KPT (referred to herein as the KP Research). The KP Research consisted of the initial phase of research, including the conduct of Phase II clinical trials in Hawaii for RP-G28. Pursuant to the terms of the R&D Agreement, the Company maintained ownership of the results of the Companys ongoing research related to RP-G28, but KPT maintained ownership of the results of the KP Research. Inventions, developments and improvements arising out of the KP Research were owned by KPT. Under the terms of the R&D Agreement, the Company would bear any costs involved in obtaining patents for any inventions, developments or improvements resulting from the Research Project. In exchange for the irrevocable, perpetual, exclusive, worldwide right and license to the results of the KP Research, as they are generated under this R&D Agreement, the Company agreed to pay a quarterly royalty payment to KPT of $32,000 commencing March 31, 2015 and continuing through December 31, 2035 or until such time as the KPM put or call option (as described below) was exercised. On March 26, 2015, the Company exercised the KPM put option and issued 1,469,994 shares of Series B preferred stock to KPM, resulting in the full satisfaction of the Companys obligation to make royalty payments to KPT. The Company converted these shares into an aggregate of 205,593 shares of common stock upon the closing if the Companys initial public offering. Option Agreement Pursuant to the terms of the KPM Option Agreement, the Company had the right to put 1,469,994 shares of the Companys Series B Preferred Stock (Series B) to KPM and KPM had the option to call the same amount of shares of Series B from the Company at any time after December 31, 2014. The number of shares was determined by dividing the $1,750,000 of payments made by KPT to the Company under the R&D Agreement by the Series B original issue price of $1.19. Exercise of the put or call option would result in full satisfaction of the Companys obligation to make royalty payments to KPT under the R&D Agreement and KPTs right, title and interest in the research conducted pursuant to the R&D Agreement would become the property of the Company. On March 26, 2015, the Company exercised its right to the KPM put option and issued 1,469,994 shares of Series B preferred stock to KPM. Pursuant to the terms of the KPM Option Agreement, this resulted in the full satisfaction of the Companys obligation to make royalty payments to KPT under the R&D Agreement and also resulted in the termination of the R&D Agreement and all of KPTs right, title and interest in and to the KP Research, which rights now belong to the Company.The Company converted these shares into an aggregate of 205,593 shares of common stock upon the closing of its initial public offering. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 7 WARRANTS The following represents a summary of the warrants outstanding at September 30, 2016 and changes during the period then ended: Weighted Average Warrants Exercise Price Outstanding at December 31, 2015 578,323 $ 8.45 Granted $ Exercised/Expired/Forfeited $ Outstanding at September 30, 2016 578,323 $ 8.45 Exercisable at September 30, 2016 578,323 $ 8.45 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 8 STOCK-BASED COMPENSATION Terms of the Companys share-based compensation are governed by the Companys 2015 Equity Incentive Plan (the 2015 Plan), 2009 Stock Plan and 2008 Stock Plan (collectively the Plans). The Plans permit the Company to grant non-statutory stock options, incentive stock options and other equity awards to the Companys employees, outside directors and consultants; however, incentive stock options may only be granted to the Companys employees. Beginning June 29, 2015, no further awards may be granted under the 2009 Stock Plan or 2008 Stock Plan. However, to the extent awards under the 2008 Plan or 2009 Plan are forfeited or lapse unexercised or are settled in cash, the common stock subject to such awards will be available for future issuance under the 2015 Plan. On June 3, 2016, the stockholders of the Company approved an amendment to the 2015 Plan at the 2016 Annual Meeting of Stockholders, which among other things, increased the number of shares that may be issued pursuant to awards under the 2015 Plan by 475,000 shares of common stock. As of September 30, 2016, the aggregate number of shares of common stock available for issuance under the 2015 Plan, as amended, was 389,448. The exercise price for options issued under the Plans is determined by the board of directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the 2015 Plan, as amended, will vest as determined by the board of directors but will not exceed a ten-year period. Options Issued to Directors and Employees as Compensation Pursuant to the terms of the Plans, from inception to December 31, 2015, the Company issued options to purchase an aggregate of 2,026,712 shares to its executive officers and employees and non-employee directors for their services on the board of directors and its committees. Of these, 124,064 options were expired or exercised and 1,902,648 options remain outstanding as of December 31, 2015. The exercise prices of these option grants, as determined by the Companys board of directors, range from $0.79 to $13.23 per share, and a portion of these vest subject to certain performance conditions. During the nine months ended September 30, 2016, the Company granted an aggregate of 246,000 non-qualified 10-year term options to purchase shares of the Companys common stock to its employees. Of these, 10,000 options were forfeited and a total of 2,158,648 options issued to executive officers, non-executive employees and non-employee directors remain outstanding as of September 30, 2016. The exercise prices of these option grants, as determined by the Companys board of directors, range from $0.79 to $13.23 per share, and a portion of these vest subject to certain performance conditions. The Company recognized stock-based compensation expense related to these options for these services within general and administrative expense in the accompanying unaudited condensed statements of operations of approximately $333,000 and $752,000 for the three months ended September 30, 2016 and 2015, respectively, and $1.0 and $2.4 million for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, there was approximately $2.0 million of total unrecognized compensation cost related to unvested stock-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.2 years. On October 25, 2016, the Companys board of directors granted 280,088 shares of common stock issuable upon exercise of options, consisting of 140,044 options to each of Andrew J. Ritter, our Founder and President, and Ira E. Ritter, our Executive Chairman and Chief Strategic Officer. The exercise price of these options is $2.60 per share, which reflects the Companys closing price per share on October 25, 2016 (the date of grant). The options vest ratably over 48 months beginning on the date that the Company discloses top-line data of its current phase 2b/3 clinical trial. Options Issued to Nonemployees for Services Received The Company has issued options to purchase an aggregate of 110,573 shares of the Companys common stock since inception to December 31, 2015 to non-employee consultants under the Plans. Of these, 74,687 options have been forfeited or exercised, and 35,886 options remain outstanding as of December 31, 2015. During the nine months ended September 30, 2016, the Company granted an aggregate of 7,000 non-qualified 10-year term options to purchase shares of the Companys common stock to its nonemployee contractors and 15,908 options were forfeited or exercised. As of September 30, 2016, a total of 26,978 options issued to nonemployees remain outstanding. The exercise prices of the outstanding options, as determined by the Companys board of directors, range from $0.72 to $2.25 per share. These outstanding options, with the exception of an option to purchase an aggregate of 7,272 shares granted to a consultant in March 2011, vest 25% upon the first anniversary of the vesting commencement date with the remaining options vesting monthly in equal amounts over 36 months. The option granted to the consultant in March 2011, vested 25% on the date of grant with the remaining shares vesting monthly in equal installments over 36 months. The Company recognized stock-based compensation expense related to these options for these services of approximately $1,800 and $100 for the three months ended September 30, 2016 and 2015, respectively, and approximately $4,500 and $700 for the nine months ended September 30, 2016 and 2015, respectively, within research and development expense in the accompanying unaudited condensed statements of operations. Options Valuation The Company calculates the fair value of stock-based compensation awards granted to employees and nonemployees using the Black-Scholes option-pricing method. If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Companys stock options could change significantly. Higher volatility and longer expected lives would result in an increase to stock-based compensation expense to non-employees determined at the date of grant. Stock-based compensation expense to non-employees affects the Companys research and development expenses. The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: Three Months Ended, Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Expected dividend yield 0.00 % (1) 0.00 % 0.00 % Expected stock price volatility 53.60% - 54.73 % (1) 53.60% - 59.03 % 51.45% - 67.08 % Risk-free interest rate 1.29% - 1.71 % (1) 1.29% - 1.78 % 0.77% - 2.07 % Term of options 10 (1) 10 10 Stock price $1.27 - $1.68 (1) $1.13 - $1.68 $5.86 (1) During the three months ended September 30, 2015, the Company had no unvested options for non-employees and no new options were granted to employees or non-employees during the period. ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. In addition to the assumptions used in the Black-Scholes option-pricing model, the Company also estimates a forfeiture rate to calculate the stock-based compensation for the Companys equity awards. The Company will continue to use judgment in evaluating the expected volatility, expected terms and forfeiture rates utilized for the Companys stock-based compensation calculations on a prospective basis. Management estimated the implied market value of invested capital of the Company by backsolving for the purchase price of the Companys preferred shares for one common share through the option-pricing method. The premise of this method is that the transaction implied a market price for a share which in turn implied values for the other classes of equity based on relative claims on equity value, such as liquidation preferences and conversion rights. The application of the backsolve method considering the Companys capital structure yielded a total market value of invested capital of approximately $15.5 million, $14.4 million, and $8.9 million, of which approximately $819,000, $870,000, and $670,000 were allocated to the total value of common stock as of the Companys three valuation dates of November 7, 2013, July 31, 2012, and December 31, 2010, respectively. On the three valuation dates of November 7, 2013, July 31, 2012, and December 31, 2010, after estimating the market value of invested capital, the Company allocated it to the various equity classes comprising the subject companys capitalization table. This process ultimately results in creating a final estimate of value for the subject companys underlying equity interests. While there are many different value allocation methods, these various methods can be grouped into three general categories as defined by the AICPA Guide, one of which is the Option-Pricing Method (OPM). The Company used the OPM to allocate market value of invested capital to the various equity classes and debt comprising the Companys capitalization structure. The Company chose the OPM over other acceptable methods due to the complex capital structure, the uncertainty related to market conditions, and the lack of visibility on an imminent exit event. Under the OPM, each equity class is modeled as a call option with a distinct claim on the equity of the Company. The options exercise price is based on the Companys total equity value available for each participating equity holder. The characteristics of each equity class determine the equity class claim on the total equity value. By constructing a series of options in which the exercise price is set at incremental levels of value, which correspond to the equity value necessary for each level of equity to participate, the Company determined the incremental option value of each series. When multiplied by the percentage of ownership of each equity class participating under that series, the result is the incremental value allocated to each class under that series. The OPM relies on the Black-Scholes option-pricing model to value the call options on the Companys invested capital. The following inputs were applied in the Black-Scholes calculations of the OPM: Valuation Dates November 7, 2013 July 31, 2012 December 31, 2010 Risk-free rate 0.55 % 0.57 % 2.01 % Maturity (years) 3.00 4.00 5.00 Volatility 58.00 % 61.00 % 61.00 % Discounts ranging from 35.8% to 40% were applied for lack of control and lack of marketability for the common stock. The calculation resulted in a fair value for the common stock of $1.17, $1.19, and $1.03 per share as of the Companys three valuation dates of November 7, 2013, July 31, 2012, and December 31, 2010, respectively. For options issued in 2014, given the Companys distinct possible exit scenarios of an initial public offering, the Company used the probability weighted expected return method (PWERM) to estimate the fair value of the Companys common equity. Under this method, an analysis of future values of a company is performed for several likely liquidity scenarios. The value of the common stock is determined for each scenario at the time of each future liquidity event and discounted back to the present using a risk-adjusted discount rate. The present values of the common stock under each scenario are then weighted based on the probability of each scenario occurring to determine the value for the common stock. The Companys management determined the probability weighting of potential liquidity events to be 45% for an initial public offering and 55% for other scenarios, which represents all other likely outcomes for the Company. Management estimated the implied market value of invested capital of the Company by backsolving for the purchase price of the Companys preferred shares for one common share through the use of OPM. The application of the backsolve method considering the capital structure yielded a total market value of invested capital of approximately $25.2 million, of which approximately $1.4 million was allocated to the total value of common stock as of the Companys valuation date of October 31, 2014. Given the lack of marketability for the common stock, the Company applied a discount of 21.4% for using the average strike put option approach. This resulted in a probability weighted common share value, after adjustment, of $5.86 per share as of valuation date of October 31, 2014. Stock-based Compensation Summary Tables Information regarding the Companys stock option grants to the Companys employees and non-employees, along with the estimated fair value per share of the underlying common stock, for stock options granted since 2005 is summarized as follows: Grant Date Number of Common Shares Underlying Options Granted Exercise Price per Common Share Estimated Fair Value per Share of Common Stock Intrinsic Value Per Option 2005 58,321 $ 0.07 $ 1.79 $ 1.72 2009 60,559 $ 0.72 - $0.79 $ 4.43 $ 3.71 - $3.64 2011 33,846 $ 1.03 $ 1.00 $ 0.00 2012 60,019 $ 1.14 $ 1.14 $ 0.00 2013 100,000 $ 1.14 - $1.30 $ 1.14 $ 0.00 2014 1,626,740 $ 5.86 - $13.23 $ 5.86 $ 0.00 2015 34,000 $ 2.25 $ 2.25 $ 0.00 2016 273,000 $ 1.39 - $1.54 $ 1.39 - $1.54 $ 1.68 The following represents a summary of the options granted to employees and non-employees that are outstanding at September 30, 2016 and changes during the period then ended: Options Weighted Average Exercise Price Outstanding at December 31, 2015 1,938,534 $ 7.081 Granted 273,000 1.525 Exercised/Expired/Forfeited (25,908 ) 1.131 Outstanding at September 30, 2016 2,185,626 $ 6.457 Exercisable at September 30, 2016 999,446 $ 5.606 Expected to be vested 1,186,180 $ 7.175 |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of amounts held in a financial institution and consists of immediately available fund balances. The funds are maintained at a stable financial institution, generally at amounts in excess of federally insured limits. As of September 30, 2016 and December 31, 2015, approximately $8.2 million and approximately $15.6 million, respectively, in cash and cash equivalents were uninsured. The Company has not experienced any loss on deposits of cash and cash equivalents to date. |
Clinical Trial and Pre-Clinical Study Accruals | Clinical Trial and Pre-Clinical Study Accruals The Company makes estimates of accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known to it at that time. Accrued expenses for pre-clinical studies and clinical trials are based on estimates of costs incurred and fees that may be associated with services provided by contract research organizations, clinical trial investigational sites, and other related vendors. Payments under certain contracts with such parties depend on factors such as successful enrollment of patients, site initiation and the completion of milestones. In accruing service fees, management estimates the time period over which services will be performed and the level of effort to be expended in each period. If possible, the Company obtains information regarding unbilled services directly from these service providers. However, the Company may be required to estimate these services based on other information available to it. If the Company underestimates or overestimates the activity or fees associated with a study or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, estimated accrued liabilities have approximated actual expense incurred. Subsequent changes in estimates may result in a material change in the Companys accruals. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842) i.e., Leases On March 30, 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting On August 26, 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230), Other accounting standards updates effective after September 30, 2016 are not expected to have a material effect on the Companys unaudited condensed consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Estimated Life September 30, 2016 December 31, 2015 Computer equipment 5 years $ 10,274 $ 9,696 Furniture and fixtures 7 years 23,325 15,840 Total property and equipment 33,599 25,536 Accumulated depreciation (8,742 ) (4,848 ) Property and equipment, net $ 24,857 $ 20,688 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | The following represents a summary of the warrants outstanding at September 30, 2016 and changes during the period then ended: Weighted Average Warrants Exercise Price Outstanding at December 31, 2015 578,323 $ 8.45 Granted $ Exercised/Expired/Forfeited $ Outstanding at September 30, 2016 578,323 $ 8.45 Exercisable at September 30, 2016 578,323 $ 8.45 |
Stock-Based compensation (Table
Stock-Based compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule Assumptions Used in Black-Scholes Option-pricing Method | The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: Three Months Ended, Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Expected dividend yield 0.00 % (1) 0.00 % 0.00 % Expected stock price volatility 53.60% - 54.73 % (1) 53.60% - 59.03 % 51.45% - 67.08 % Risk-free interest rate 1.29% - 1.71 % (1) 1.29% - 1.78 % 0.77% - 2.07 % Term of options 10 (1) 10 10 Stock price $1.27 - $1.68 (1) $1.13 - $1.68 $5.86 (1) During the three months ended September 30, 2015, the Company had no unvested options for non-employees and no new options were granted to employees or non-employees during the period. |
Schedule of Stock Options Grants to Company's Employees and Non-Employees | Information regarding the Companys stock option grants to the Companys employees and non-employees, along with the estimated fair value per share of the underlying common stock, for stock options granted since 2005 is summarized as follows: Grant Date Number of Common Shares Underlying Options Granted Exercise Price per Common Share Estimated Fair Value per Share of Common Stock Intrinsic Value Per Option 2005 58,321 $ 0.07 $ 1.79 $ 1.72 2009 60,559 $ 0.72 - $0.79 $ 4.43 $ 3.71 - $3.64 2011 33,846 $ 1.03 $ 1.00 $ 0.00 2012 60,019 $ 1.14 $ 1.14 $ 0.00 2013 100,000 $ 1.14 - $1.30 $ 1.14 $ 0.00 2014 1,626,740 $ 5.86 - $13.23 $ 5.86 $ 0.00 2015 34,000 $ 2.25 $ 2.25 $ 0.00 2016 273,000 $ 1.39 - $1.54 $ 1.39 - $1.54 $ 1.68 |
Summary of Options Granted to Employees and Non-employees | The following represents a summary of the options granted to employees and non-employees that are outstanding at September 30, 2016 and changes during the period then ended: Options Weighted Average Exercise Price Outstanding at December 31, 2015 1,938,534 $ 7.081 Granted 273,000 1.525 Exercised/Expired/Forfeited (25,908 ) 1.131 Outstanding at September 30, 2016 2,185,626 $ 6.457 Exercisable at September 30, 2016 999,446 $ 5.606 Expected to be vested 1,186,180 $ 7.175 |
Option Pricing Method [Member] | |
Schedule Assumptions Used in Black-Scholes Option-pricing Method | The following inputs were applied in the Black-Scholes calculations of the OPM: Valuation Dates November 7, 2013 July 31, 2012 December 31, 2010 Risk-free rate 0.55 % 0.57 % 2.01 % Maturity (years) 3.00 4.00 5.00 Volatility 58.00 % 61.00 % 61.00 % |
Organization and Principal Ac18
Organization and Principal Activities (Details Narrative) - USD ($) | Jun. 29, 2015 | Jun. 29, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Organization And Principal Activities [Line Items] | ||||
Offering expenses | $ 2,194,375 | |||
IPO [Member] | ||||
Organization And Principal Activities [Line Items] | ||||
Number of common shares sold | 4,000,000 | 4,000,000 | ||
Shares of common stock sold, per share | $ 5 | $ 5 | ||
Underwriting discounts and commissions | $ 1,600,000 | $ 1,600,000 | ||
Offering expenses | 1,000,000 | |||
Net offering proceeds | $ 17,400,000 | |||
Stock reverse split | 1for-7.15 reverse split |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Working capital deficit | $ 4,900,000 | |||
Accumulated deficit | 37,876,935 | $ 27,082,942 | ||
Cash and cash equivalents | $ 8,452,128 | $ 15,819,566 | $ 16,244,741 | $ 2,747,248 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Detail Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Cash equivalents were uninsured | $ 8,200,000 | $ 15,600,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,300 | $ 400 | $ 3,894 | $ 1,022 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 33,599 | $ 25,536 |
Accumulated depreciation | (8,742) | (4,848) |
Property and equipment, net | 24,857 | 20,688 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 10,274 | 9,696 |
Estimated Life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 23,325 | $ 15,840 |
Estimated Life | 7 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jun. 29, 2016USD ($) | Jul. 24, 2015USD ($)kg$ / shares$ / kgshares | Jul. 09, 2015ft² | Dec. 02, 2014USD ($)$ / sharesshares | Sep. 25, 2013shares | Jun. 29, 2015USD ($)$ / sharesshares | Apr. 30, 2013USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015USD ($)$ / shares | Jul. 31, 2015shares | Dec. 31, 2014$ / shares | Sep. 30, 2013shares |
Common shares issued, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Lease agreement term | 2 years | ||||||||||||||
Minimum monthly rent | $ 5,000 | ||||||||||||||
Percentage of increase in annual rent | 3.00% | ||||||||||||||
Rent expense | $ 28,700 | $ 15,000 | $ 86,200 | $ 44,500 | |||||||||||
Exercises price per shares | $ / shares | $ 1.525 | ||||||||||||||
General and administrative expenses | $ 1,091,647 | $ 1,555,938 | $ 3,533,608 | 4,860,676 | |||||||||||
Proceeds from issuance of shares upon closing of initial public offering | 20,000,000 | ||||||||||||||
Annual Excess Milestone Payments [Member] | Compensation Plan [Member] | License Event Bonus Opportunities [Member] | |||||||||||||||
Percentage of initial target bonus opportunities of base salary | 3.00% | ||||||||||||||
Cash bonus | $ 1,000,000 | ||||||||||||||
Number of stock options expected to vest | shares | 6,993 | 6,993 | |||||||||||||
Number of stock options vested | shares | 6,993 | ||||||||||||||
Vesting period of options | 36 months | ||||||||||||||
Percentage of option vest | 35.00% | ||||||||||||||
Andrew Ritter [Member] | |||||||||||||||
Annual base salary | $ 124,000 | ||||||||||||||
Percentage of initial target bonus opportunities of base salary | 40.00% | ||||||||||||||
Andrew Ritter [Member] | Executive Compensation Plan [Member] | |||||||||||||||
Annual base salary | $ 310,000 | ||||||||||||||
Maximum offer entitled to receive | 180,000 | ||||||||||||||
General and administrative expenses | $ 75,000 | ||||||||||||||
Andrew Ritter [Member] | 2008 Stock Plan [Member] | |||||||||||||||
Options to purchase of common stock shares | shares | 48,951 | ||||||||||||||
Ira Ritter [Member] | |||||||||||||||
Annual base salary | $ 103,250 | ||||||||||||||
Percentage of initial target bonus opportunities of base salary | 35.00% | ||||||||||||||
Ira Ritter [Member] | Executive Compensation Plan [Member] | |||||||||||||||
Annual base salary | $ 295,000 | ||||||||||||||
Ira Ritter [Member] | 2008 Stock Plan [Member] | |||||||||||||||
Options to purchase of common stock shares | shares | 48,951 | ||||||||||||||
Executive [Member] | FDA Meeting Bonus Opportunities [Member] | |||||||||||||||
Cash bonus | $ 10,000 | ||||||||||||||
Executive [Member] | Clinical Trial Funding Commitment Bonus Opportunities [Member] | |||||||||||||||
Cash bonus | $ 75,000 | ||||||||||||||
Number of stock options expected to vest | shares | 3,671 | ||||||||||||||
Number of stock options vested | shares | 10,489 | ||||||||||||||
Stock options to vest ratably on a monthly basis | shares | 6,818 | ||||||||||||||
Vesting period of options | 36 months | ||||||||||||||
Minimum actual deployment of funds by third party | $ 2,000,000 | ||||||||||||||
Percentage of option vest | 35.00% | ||||||||||||||
Bonus received | $ 75,000 | ||||||||||||||
Executive [Member] | Fundraising Bonus Opportunities [Member] | |||||||||||||||
Cash bonus | $ 50,000 | ||||||||||||||
Minimum actual deployment of funds by third party | $ 2,000,000 | ||||||||||||||
Executive [Member] | License Event Bonus Opportunities [Member] | |||||||||||||||
Percentage of initial target bonus opportunities of base salary | 35.00% | ||||||||||||||
Number of stock options expected to vest | shares | 45,454 | 45,454 | |||||||||||||
Number of stock options vested | shares | 45,454 | ||||||||||||||
Vesting period of options | 36 months | ||||||||||||||
Minimum upfront payment of license | $ 2,000,000 | ||||||||||||||
Initial period license payment | $ 2,000,000 | ||||||||||||||
Executive [Member] | Compensation Plan [Member] | License Event Bonus Opportunities [Member] | |||||||||||||||
Number of shares called by options | shares | 48,951 | 48,951 | |||||||||||||
Number of stock options expected to vest | shares | 27,972 | 27,972 | |||||||||||||
Percentage of initial period license payment | 5.00% | ||||||||||||||
Initial period license payment | $ 5,000,000 | ||||||||||||||
Executive [Member] | Executive Options [Member] | FDA Meeting Bonus Opportunities [Member] | |||||||||||||||
Number of stock options expected to vest | shares | 3,496 | ||||||||||||||
Number of stock options vested | shares | 2,360 | ||||||||||||||
Stock options to vest ratably on a monthly basis | shares | 1,136 | ||||||||||||||
Vesting period of options | 36 months | ||||||||||||||
Executive [Member] | Executive Options [Member] | Fundraising Bonus Opportunities [Member] | |||||||||||||||
Percentage of initial target bonus opportunities of base salary | 35.00% | ||||||||||||||
Number of stock options expected to vest | shares | 13,986 | 13,986 | |||||||||||||
Number of stock options vested | shares | 13,986 | ||||||||||||||
Vesting period of options | 36 months | ||||||||||||||
Executive One [Member] | Fundraising Bonus Opportunities [Member] | |||||||||||||||
Cash bonus | $ 150,000 | ||||||||||||||
Minimum actual deployment of funds by third party | $ 10,000,000 | ||||||||||||||
Executive One [Member] | Compensation Plan [Member] | License Event Bonus Opportunities [Member] | |||||||||||||||
Percentage of initial period license payment | 4.00% | ||||||||||||||
Executive One [Member] | Compensation Plan [Member] | License Event Bonus Opportunities [Member] | Minimum [Member] | |||||||||||||||
Initial period license payment | $ 5,000,000 | ||||||||||||||
Executive One [Member] | Compensation Plan [Member] | License Event Bonus Opportunities [Member] | Maximum [Member] | |||||||||||||||
Initial period license payment | $ 10,000,000 | ||||||||||||||
Executive One [Member] | Executive Options [Member] | Fundraising Bonus Opportunities [Member] | |||||||||||||||
Percentage of initial target bonus opportunities of base salary | 35.00% | ||||||||||||||
Cash bonus | $ 150,000 | ||||||||||||||
Number of stock options expected to vest | shares | 4,895 | 6,993 | 6,993 | ||||||||||||
Number of stock options vested | shares | 6,993 | ||||||||||||||
Stock options to vest ratably on a monthly basis | shares | 9,091 | ||||||||||||||
Vesting period of options | 36 months | ||||||||||||||
Proceeds from issuance of shares upon closing of initial public offering | $ 17,400,000 | ||||||||||||||
Executive Two [Member] | Fundraising Bonus Opportunities [Member] | |||||||||||||||
Minimum actual deployment of funds by third party | $ 2,000,000 | ||||||||||||||
Executive Two [Member] | Compensation Plan [Member] | License Event Bonus Opportunities [Member] | |||||||||||||||
Percentage of initial period license payment | 3.00% | ||||||||||||||
Initial period license payment | $ 10,000,000 | ||||||||||||||
Century Park [Member] | |||||||||||||||
Lease agreement term | 61 months | ||||||||||||||
Area of lease | ft² | 2,780 | ||||||||||||||
Months 2 Through 13 [Member] | |||||||||||||||
Rent expense | $ 9,174 | ||||||||||||||
Lease term description | months 2 through 13 of the term | ||||||||||||||
Months 50 Through 61 [Member] | |||||||||||||||
Rent expense | $ 10,325 | ||||||||||||||
Lease term description | months 50 through 61 | ||||||||||||||
Step Letter Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||
Annual base salary | $ 360,000 | ||||||||||||||
Step Letter Agreement [Member] | Chief Executive Officer [Member] | Employee Stock Option [Member] | |||||||||||||||
Number of shares called by options | shares | 646,537 | ||||||||||||||
Exercises price per shares | $ / shares | $ 5.86 | ||||||||||||||
Description of right to repurchase lapse | 44/48ths of the total number of shares covered by each option subject to a right of repurchase | ||||||||||||||
Step Letter Agreement [Member] | Chief Executive Officer [Member] | Employee Stock Option Two [Member] | |||||||||||||||
Number of shares called by options | shares | 73,377 | ||||||||||||||
Exercises price per shares | $ / shares | $ 5.86 | ||||||||||||||
Description of right to repurchase lapse | 1/44th of the total number of shares subject to the right of repurchase | ||||||||||||||
Step Letter Agreement [Member] | Chief Executive Officer [Member] | Employee Stock Option Three [Member] | |||||||||||||||
Number of shares called by options | shares | 163,799 | ||||||||||||||
Description of right to repurchase lapse | 1/36th of the total number of shares subject to the right of repurchase | ||||||||||||||
Percentage shares of common stock deemed to be outstanding | 7.50% | ||||||||||||||
Ricerche Sperimentali Montale Spa And Inalco Spa [Member] | Amended Clinical Supply And Cooperation Agreement [Member] | |||||||||||||||
Further option payment due in future | $ 1,000,000 | ||||||||||||||
Number of common shares to be issued | shares | 100,000 | ||||||||||||||
Common shares issued, par value per share | $ / shares | $ 0.001 | ||||||||||||||
Fair value of shares to be paid | $ 416,000 | ||||||||||||||
Ricerche Sperimentali Montale Spa And Inalco Spa [Member] | Amended Clinical Supply And Cooperation Agreement [Member] | Contractual Rights [Member] | |||||||||||||||
Payment for GOS IP | $ 800,000 | ||||||||||||||
Payment required following FDA approval to RSM | $ 400,000 | ||||||||||||||
GOS kilograms | kg | 350 | ||||||||||||||
GOS price per kilo | $ / kg | 250 | ||||||||||||||
GOS price per kilo under existing supply agreement (in dollars per kilo) | $ / kg | 2,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 18, 2015 | Jun. 29, 2015 | Jun. 17, 2015 | Mar. 26, 2015 | Jun. 29, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 50,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Reverse stock split description | 1-for-7.15 reverse stock split | ||||||||||
Common stock, shares issued | 8,592,912 | 8,592,912 | 8,582,004 | ||||||||
Common stock, shares outstanding | 8,592,912 | 8,592,912 | 8,582,004 | ||||||||
Aggregate gross proceeds from sale of common stock | $ 20,000,000 | ||||||||||
Warrants exercise price | $ 8.45 | $ 8.45 | $ 8.45 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Payments to research and development | $ 2,348,755 | $ 1,505,116 | $ 7,112,177 | $ 1,584,086 | |||||||
Series A-1 Preferred Stock Member | |||||||||||
Shares of common stock sold, per share | $ 0.07 | $ 0.07 | |||||||||
Preferred stock, shares authorized | 7,200,000 | 7,200,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock annual dividend rate per share | 0.00556 | ||||||||||
Preferred stock liquidation preference, per share | 0.07 | 0.07 | |||||||||
Series A-2 Preferred Stock [Member] | |||||||||||
Shares of common stock sold, per share | $ 0.40 | $ 0.40 | |||||||||
Preferred stock, shares authorized | 1,687,500 | 1,687,500 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock annual dividend rate per share | 0.032 | ||||||||||
Preferred stock liquidation preference, per share | 0.40 | 0.40 | |||||||||
Series A-3 Preferred Stock [Member] | |||||||||||
Shares of common stock sold, per share | $ 0.62 | $ 0.62 | |||||||||
Preferred stock, shares authorized | 4,220,464 | 4,220,464 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock redemption price per share | 0.62 | 0.62 | |||||||||
Preferred stock annual dividend rate per share | 0.04957 | ||||||||||
Preferred stock liquidation preference, per share | 0.62 | 0.62 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Shares of common stock sold, per share | $ 1.19 | $ 1.19 | |||||||||
Preferred stock, shares authorized | 7,658,182 | 7,658,182 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock redemption price per share | 1.19 | 1.19 | |||||||||
Preferred stock annual dividend rate per share | 0.09524 | ||||||||||
Preferred stock undeclared dividends in arrears | $ 2,000,000 | ||||||||||
Preferred stock liquidation preference, per share | 1.19 | 1.19 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Shares of common stock sold, per share | $ 1.30 | $ 1.30 | |||||||||
Aggregate of shares issued during period | 3,322,652 | ||||||||||
Preferred stock, shares authorized | 4,500,000 | 4,500,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock redemption price per share | 1.30 | 1.30 | |||||||||
Preferred stock annual dividend rate per share | 0.104 | ||||||||||
Preferred stock liquidation preference, per share | 1.30 | $ 1.30 | |||||||||
Kolu Pohaku Management And Kolu Pohaku Technologies [Member] | Research And Development Agreement & License [Member] | |||||||||||
Payments to research and development | $ 1,750,000 | ||||||||||
Kolu Pohaku Technologies [Member] | Research And Development Agreement & License [Member] | |||||||||||
Payment to royalty | $ 32,000 | ||||||||||
Exercised period term | March 31, 2015 and continuing through December 31, 2035 | ||||||||||
Kolu Pohaku Technologies [Member] | Series B Preferred Stock [Member] | Option Agreement [Member] | |||||||||||
Payments to research and development | $ 1,750,000 | ||||||||||
Original shares issued price per share | 1.19 | $ 1.19 | |||||||||
Aggregate converted shares of the common stock upon the closing of the IPO | 1,469,994 | ||||||||||
Shares issued | 1,469,994 | ||||||||||
Kolu Pohaku Management [Member] | Research And Development Agreement & License [Member] | |||||||||||
Payment to royalty | $ 1,469,994 | ||||||||||
Common Stock Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | |||||||||||
Number of common shares sold | 500,000 | 888,835 | |||||||||
Shares of common stock sold, per share | $ 2 | 0.50 | $ 0.50 | ||||||||
Payments to acquire common stock | $ 10,000,000 | $ 9,000,000 | |||||||||
Purchase agreement term | 30 months | ||||||||||
Aggregate of shares issued during period | 188,864 | 100,000 | |||||||||
Number of stock sold during period, value | $ 1,000,000 | ||||||||||
IPO [Member] | |||||||||||
Number of common shares sold | 4,000,000 | 4,000,000 | |||||||||
Shares of common stock sold, per share | $ 5 | $ 5 | |||||||||
Aggregate gross proceeds from sale of common stock | $ 20,000,000 | ||||||||||
Underwriting discounts and commissions | 1,600,000 | $ 1,600,000 | |||||||||
Other expenses with offering | 1,000,000 | ||||||||||
Underwriters paid an aggregate purchase price | $ 100 | ||||||||||
Warrant issued to purchase number of common stock | 160,000 | ||||||||||
Percentage of initial public offering shares | 4.00% | ||||||||||
Warrants exercise price | $ 6.25 | $ 6.25 | |||||||||
Percentage of warrants exercise price equal to initial public offering price | 125.00% | ||||||||||
Warrants exercisable expiration | June 29, 2016 and expire on June 29, 2020 | ||||||||||
Number of preferred stock and preferred stock subject to redemption converted into common stock (in shares) | 3,322,652 | 3,322,652 | |||||||||
Aggregate converted shares of the common stock upon the closing of the IPO | 205,593 | ||||||||||
October 2016 Public Offering [Member] | |||||||||||
Number of common shares sold | 2,127,660 | ||||||||||
Shares of common stock sold, per share | $ 2.35 | $ 2.35 | |||||||||
Aggregate gross proceeds from sale of common stock | $ 5,000,000 | ||||||||||
Underwriting discounts and commissions | 400,000 | ||||||||||
Other expenses with offering | 200,000 | ||||||||||
October 2016 Public Offering [Member] | Maximum [Member] | |||||||||||
Aggregate gross proceeds from sale of common stock | 150,000,000 | ||||||||||
Debt securities issued | $ 150,000,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Number of common shares sold | 212,766 | ||||||||||
Aggregate gross proceeds from sale of common stock | $ 5,100,000 | ||||||||||
Underwriting discounts and commissions | $ 400,000 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants, Outstanding Beginning Balance | shares | 578,323 |
Warrants, Granted | shares | |
Warrants, Exercised/Expired/Forfeited | shares | |
Warrants, Outstanding Ending Balance | shares | 578,323 |
Warrants, Exercisable | shares | 578,323 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 8.45 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised/Expired/Forfeited | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 8.45 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 8.45 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Oct. 31, 2014 | Mar. 31, 2011 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 03, 2016 | Nov. 07, 2013 | Jul. 31, 2012 | Dec. 31, 2010 |
Number of options granted | 273,000 | |||||||||||
Exercise Price per Common Share | $ 1.525 | |||||||||||
Number of options outstanding | 2,185,626 | 2,185,626 | 1,938,534 | |||||||||
Stock based compensation expense | $ 1,041,656 | $ 2,432,045 | ||||||||||
Number of options forfeited | (25,908) | |||||||||||
Exercise price of outstanding options | $ 6.457 | $ 6.457 | $ 7.081 | |||||||||
Market value of invested capital total | $ 25,200,000 | $ 15,500,000 | $ 14,400,000 | $ 8,900,000 | ||||||||
Common stock value | $ 1,400,000 | $ 8,593 | $ 8,593 | $ 8,582 | $ 819,000 | $ 870,000 | $ 670,000 | |||||
Common stock discount rate | 21.40% | |||||||||||
Fair value of common stock price per share | $ 5.86 | $ 1.17 | $ 1.19 | $ 1.03 | ||||||||
Percentage of initial public offering | 45.00% | |||||||||||
Percentage for other scenarios | 55.00% | |||||||||||
Minimum [Member] | ||||||||||||
Common stock discount rate | 35.80% | |||||||||||
Maximum [Member] | ||||||||||||
Common stock discount rate | 40.00% | |||||||||||
Board of Directors [Member] | October 25, 2016 [Member] | ||||||||||||
Vesting period of options | 48 months | |||||||||||
Number of options granted | 280,088 | |||||||||||
Exercise Price per Common Share | $ 2.60 | |||||||||||
Andrew J. Ritter, the Founder and President [Member] | October 25, 2016 [Member] | ||||||||||||
Number of common stock shares exercised | 140,044 | |||||||||||
Ira E. Ritter, the Executive Chairman and Chief Strategic Officer [Member] | October 25, 2016 [Member] | ||||||||||||
Number of common stock shares exercised | 140,044 | |||||||||||
Employee Stock Option [Member] | ||||||||||||
Weighted average period of compensation cost expected to be recognized | 1 year 2 months 12 days | |||||||||||
Employee Stock Option [Member] | Consultants [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||
Term of employee share base compensation | 36 months | |||||||||||
Number of option purchase an aggregate shares granted | 7,272 | |||||||||||
Percentage of vesting percentage of option | 25.00% | |||||||||||
Employee Stock Option [Member] | Consultants [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||
Number of option purchase an aggregate shares granted | 7,272 | |||||||||||
Percentage of vesting percentage of option | 25.00% | |||||||||||
Employee Stock Option [Member] | Minimum [Member] | Consultants [Member] | ||||||||||||
Exercise price of outstanding options | $ 0.72 | $ 0.72 | ||||||||||
Employee Stock Option [Member] | Maximum [Member] | Consultants [Member] | ||||||||||||
Exercise price of outstanding options | $ 2.25 | $ 2.25 | ||||||||||
Employee Stock Option [Member] | Executive Directors And Employees [Member] | ||||||||||||
Aggregate number of shares of common stock authorized to issue | 246,000 | 246,000 | ||||||||||
Vesting period of options | 10 years | |||||||||||
Number of options granted | 2,026,712 | |||||||||||
Number of options expired or exercised | 124,064 | |||||||||||
Aggregate option issued to related party | 2,158,648 | 1,902,648 | ||||||||||
Term of employee share base compensation | 10 years | |||||||||||
Number of options forfeited | 10,000 | |||||||||||
Unrecognized compensation cost related to un-vested stockbased compensation | $ 2,000,000 | $ 2,000,000 | ||||||||||
Employee Stock Option [Member] | Executive Directors And Employees [Member] | General and Administrative Expense [Member] | ||||||||||||
Stock based compensation expense | $ 333,000 | $ 752,000 | $ 1,000,000 | 2,400,000 | ||||||||
Employee Stock Option [Member] | Executive Directors And Employees [Member] | Minimum [Member] | ||||||||||||
Exercise Price per Common Share | $ 0.79 | $ 0.79 | ||||||||||
Employee Stock Option [Member] | Executive Directors And Employees [Member] | Maximum [Member] | ||||||||||||
Exercise Price per Common Share | $ 13.23 | $ 13.23 | ||||||||||
Employee Stock Option [Member] | Non Employee Director [Member] | ||||||||||||
Aggregate number of shares of common stock authorized to issue | 7,000 | 7,000 | 110,573 | |||||||||
Vesting period of options | 10 years | |||||||||||
Number of options expired or exercised | 15,908 | 74,687 | ||||||||||
Number of options outstanding | 26,978 | 26,978 | 35,886 | |||||||||
Stock based compensation expense | $ 1,800 | $ 100 | $ 4,500 | $ 700 | ||||||||
Stock Plan 2015 [Member] | ||||||||||||
Aggregate number of shares of common stock authorized to issue | 389,448 | 389,448 | 475,000 | |||||||||
Stock Plan 2015 [Member] | Employee Stock Option [Member] | ||||||||||||
Stock option description | The exercise price for options issued under the Plans is determined by the board of directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the 2015 Plan, as amended, will vest as determined by the board of directors but will not exceed a ten-year period. | |||||||||||
Vesting period of options | 10 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule Assumptions Used in Black-Scholes Option-Pricing Method (Details) - $ / shares | Nov. 07, 2013 | Jul. 31, 2012 | Dec. 31, 2010 | Sep. 30, 2016 | Sep. 30, 2015 | [1] | Sep. 30, 2016 | Sep. 30, 2015 |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||
Expected stock-price volatility | 58.00% | 61.00% | 61.00% | |||||
Expected stock-price volatility, Minimum | 53.60% | 0.00% | 53.60% | 51.45% | ||||
Expected stock-price volatility, Maximum | 54.73% | 0.00% | 59.03% | 67.08% | ||||
Risk-free interest rate | 0.55% | 0.57% | 2.01% | |||||
Risk-free interest rate, Minimum | 1.29% | 0.00% | 1.29% | 0.77% | ||||
Risk-free interest rate, Maximum | 1.71% | 0.00% | 1.78% | 2.07% | ||||
Expected term of options | 3 years | 4 years | 5 years | 10 years | 0 years | 10 years | 10 years | |
Stock price | $ 0 | $ 5.86 | ||||||
Minimum [Member] | ||||||||
Stock price | $ 1.27 | $ 1.13 | ||||||
Maximum [Member] | ||||||||
Stock price | $ 1.68 | $ 1.68 | ||||||
[1] | During the three months ended September 30, 2015, the Company had no unvested options for non-employees and no new options were granted to employees or non-employees during the period. |
Stock-Based Compensation - Sc28
Stock-Based Compensation - Schedule of Stock Options Grants to Company's Employees and Non-Employees (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 273,000 |
Exercise Price per Common Share | $ 1.525 |
2005 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 58,321 |
Exercise Price per Common Share | $ 0.07 |
Estimated Fair Value per Share of Common Stock | 1.79 |
Intrinsic Value Option | $ 1.72 |
2009 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 60,559 |
Estimated Fair Value per Share of Common Stock | $ 4.43 |
2009 [Member] | Minimum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 0.72 |
Intrinsic Value Option | 3.71 |
2009 [Member] | Maximum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 0.79 |
Intrinsic Value Option | $ 3.64 |
2011 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 33,846 |
Exercise Price per Common Share | $ 1.03 |
Estimated Fair Value per Share of Common Stock | 1 |
Intrinsic Value Option | $ 0 |
2012 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 60,019 |
Exercise Price per Common Share | $ 1.14 |
Estimated Fair Value per Share of Common Stock | 1.14 |
Intrinsic Value Option | $ 0 |
2013 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 100,000 |
Estimated Fair Value per Share of Common Stock | $ 1.14 |
Intrinsic Value Option | 0 |
2013 [Member] | Minimum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 1.14 |
2013 [Member] | Maximum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | $ 1.30 |
2014 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 1,626,740 |
Estimated Fair Value per Share of Common Stock | $ 5.86 |
Intrinsic Value Option | 0 |
2014 [Member] | Minimum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 5.86 |
2014 [Member] | Maximum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | $ 13.23 |
2015 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 34,000 |
Exercise Price per Common Share | $ 2.25 |
Estimated Fair Value per Share of Common Stock | 2.25 |
Intrinsic Value Option | $ 0 |
2016 [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 273,000 |
Intrinsic Value Option | $ 1.68 |
2016 [Member] | Minimum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 1.39 |
Estimated Fair Value per Share of Common Stock | 1.39 |
2016 [Member] | Maximum [Member] | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 1.54 |
Estimated Fair Value per Share of Common Stock | $ 1.54 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Granted to Employees and Non-Employees (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options, Outstanding, beginning | shares | 1,938,534 |
Number of Options, Granted | shares | 273,000 |
Number of Options, Exercised/ Expired/Forfeited | shares | (25,908) |
Number of Options, Outstanding at ending | shares | 2,185,626 |
Number of Options, Exercisable | shares | 999,446 |
Number of Options, Expected to be vested | shares | 1,186,180 |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | $ 7.081 |
Weighted Average Exercise Price, Granted | $ / shares | 1.525 |
Weighted Average Exercise Price, Exercised/ Expired/Forfeited | $ / shares | 1.131 |
Weighted Average Exercise Price, Outstanding at ending | $ / shares | 6.457 |
Weighted Average Exercise Price, Exercisable | $ / shares | 5.606 |
Weighted Average Exercise Price, Expected to be vested | $ / shares | $ 7.175 |