Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 5,734,639 | |
Trading Symbol | RTTR | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 12,496,576 | $ 22,631,971 |
Prepaid expenses | 465,784 | 167,400 |
Total current assets | 12,962,360 | 22,799,371 |
Other assets | 10,326 | 10,326 |
Property and equipment, net | 21,624 | 23,873 |
Total Assets | 12,994,310 | 22,833,570 |
Current liabilities | ||
Accounts payable | 2,130,479 | 2,237,579 |
Accrued expenses | 408,560 | 454,252 |
Other liabilities | 14,396 | 15,757 |
Total current liabilities | 2,553,435 | 2,707,588 |
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 5,960 and 9,140 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 3,344,209 | 5,128,536 |
Common stock, $0.001 par value; 225,000,000 shares authorized, 5,734,639 and 4,940,652 shares issued and outstanding as of as of September 30, 2018 and December 31, 2017, respectively | 5,735 | 4,941 |
Additional paid-in capital | 70,665,970 | 68,323,939 |
Accumulated deficit | (63,575,039) | (53,331,434) |
Total stockholders’ equity | 10,440,875 | 20,125,982 |
Total Liabilities and Stockholders’ Equity | $ 12,994,310 | $ 22,833,570 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 5,960 | 9,140 |
Preferred stock, shares outstanding | 5,960 | 9,140 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 5,734,639 | 4,940,652 |
Common stock, shares outstanding | 5,734,639 | 4,940,652 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating costs and expenses: | ||||
Research and development | $ 3,459,681 | $ 915,268 | $ 6,180,607 | $ 2,121,898 |
Patent costs | 59,068 | 47,431 | 170,418 | 175,794 |
General and administrative | 1,144,750 | 1,052,236 | 3,957,545 | 3,367,781 |
Total operating costs and expenses | 4,663,499 | 2,014,935 | 10,308,570 | 5,665,473 |
Operating loss | (4,663,499) | (2,014,935) | (10,308,570) | (5,665,473) |
Other income: | ||||
Interest income | 17,237 | 4,083 | 64,965 | 18,362 |
Total other income | 17,237 | 4,083 | 64,965 | 18,362 |
Net loss | $ (4,646,262) | $ (2,010,852) | $ (10,243,605) | $ (5,647,111) |
Net loss per common share – basic and diluted | $ (0.86) | $ (0.14) | $ (2) | $ (0.42) |
Weighted average common shares outstanding – basic and diluted | 5,373,769 | 14,756,521 | 5,129,351 | 13,443,007 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (10,243,605) | $ (5,647,111) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,257 | 3,936 |
Stock –based compensation | 561,755 | 746,362 |
Settlement of accounts payable | (893,823) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (298,384) | (103,845) |
Accounts payable | 786,723 | 849,002 |
Accrued expenses | (45,692) | (1,026,157) |
Other liabilities | (1,362) | 1,191 |
Net cash used in operating activities | (10,130,131) | (5,176,622) |
Cash flows from investing activities | ||
Purchase of property and equipment | (2,008) | |
Net cash used in investing activities | (2,008) | |
Cash flows from financing activities | ||
Proceeds from the issuance of shares from common stock purchase agreement | 2,000,000 | |
Deferred offering costs | (310,786) | |
Payout to shareholders for fractional shares | (3,256) | |
Net cash provided by (used in) financing activities | (3,256) | 1,689,214 |
Net decrease in cash and cash equivalents | (10,135,395) | (3,487,408) |
Cash and cash equivalents at beginning of period | 22,631,971 | 7,046,282 |
Cash and cash equivalents at end of period | 12,496,576 | 3,558,874 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of preferred stock to common stock | 1,784,327 | |
Shares issued as a commitment fee | 93,380 | |
Cash paid for taxes | $ 800 |
Organization and Principal Acti
Organization and Principal Activities | 9 Months Ended |
Sep. 30, 2018 | |
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 gut microbiome to treat gastrointestinal diseases. Its lead product candidate, RP-G28, has the potential to become the first FDA-approved treatment for lactose intolerance, a condition that affects millions worldwide. RP-G28 has been studied in Phase 2 trials and is now in Phase 3 clinical development with its first Phase 3 study currently underway. The Company is further exploring the functionality and discovering the therapeutic potential that gut microbiome changes may have on treating/preventing a variety of conditions including: gastrointestinal, cancer, metabolic, and liver diseases. 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. The Company does not currently operate any separate lines of business or separate business entities. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 - BASIS OF PRESENTATION The accompanying interim period unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial position and results of operations have been included and management believes the disclosures that are made are adequate to make the information presented not misleading. The condensed balance sheet at December 31, 2017 has been derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 19, 2018 (the “2017 Annual Report”) but does not include all of the information and footnotes required by GAAP for complete financial statements. The results for the three and nine months ended September 30, 2018 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 (“Quarterly Report”) should be read in conjunction with the audited financial statements and notes thereto included in the Company’s 2017 Annual Report. All common share amounts and per share amounts have been adjusted to reflect a 1-for-10 reverse stock split of the Company’s common stock effected on March 23, 2018. 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. For the nine months ended September 30, 2018, the Company had a net loss of approximately $10.2 million and had net cash used in operating activities of approximately $10.1 million. At September 30, 2018, the Company had working capital of approximately $10.4 million, an accumulated deficit of approximately $63.6 million, and cash and cash equivalents of approximately $12.5 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 Company’s products will require significant financing. These matters, among others, raise substantial doubt about the Company’s 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, warrants 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 Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that could impact the Company’s 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 one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise 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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies as of and for the nine months ended September 30, 2018, as compared with the significant accounting policies described in the Company’s 2017 Annual Report. 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 financial institutions and consists of immediately available fund balances. The funds are maintained at stable financial institutions, generally at amounts in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Equity-linked Financial Instruments The Company classifies outstanding common stock warrants with down-round features as equity if the instrument would otherwise be classified in equity absent the down-round feature. The Company will recognize the value of a down-round feature when it is triggered and the warrant’s strike price has been adjusted downward, as a dividend and reduction of income available to common stockholders in computing basic earnings per share. Net Loss Per Share The Company determines basic net loss per share and diluted net loss per share in accordance with the provisions of ASC 260, “Earnings per Share.” Basic net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. The potentially dilutive stock options issued under the 2015 Stock Plan (described in Note 8), Series A Convertible Preferred Stock (described in Note 6) and warrants on the Company’s common stock (described in Notes 6 and 7) were not considered in the computation of diluted net loss per share because they would be anti-dilutive. Recent Accounting Pronouncements On August 26, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230), In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure . Other accounting standard updates effective after September 30, 2018 are not expected to have a material effect on the Company’s financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment consists of the following: Estimated Life September 30, 2018 December 31, 2017 Computers and equipment 5 years $ 15,589 $ 13,582 Furniture and fixtures 7 years 19,158 19,158 Total property and equipment 34,747 32,740 Accumulated depreciation (13,123 ) (8,867 ) Total property and equipment, net $ 21,624 $ 23,873 Depreciation expense of approximately $1,500 and $1,300 was recognized for each of the three months ended September 30, 2018 and 2017, respectively, and approximately $4,300 and $3,900 was recognized for the nine months ended September 30, 2018 and 2017, 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, 2018 | |
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 a clinical research organization, with an effective date of December 29, 2015. During the nine months ended September 30, 2018, the Company settled a balance with this clinical research organization resulting in a $894,000 decrease in accounts payable and a reduction in research and development expense under the Master Service Agreement. On May 1, 2018, the Company entered into an Amended and Restated Master Services Agreement (“Service Agreement”) with a different clinical research organization (“CRO”), pursuant to which the CRO will perform certain services related to the management and execution of certain clinical trials involving the Company’s lead product candidate, RP-G28. The Services Agreement supersedes the Master Service Agreement, dated August 30, 2016, by and between the Company and the CRO. The precise services to be performed by the CRO under the Services Agreement will be mutually agreed upon by the parties in writing and set forth in one or more task orders. The Company is not obligated to purchase any minimum or specific volume or dollar amount of services under the Services Agreement. The term of the Services Agreement is four years from the effective date of the Service Agreement unless earlier terminated. The Company may terminate the Services Agreement or any task without cause immediately upon giving the CRO notice of such termination. The CRO may terminate a task order if the Company has materially defaulted on its obligations under the Services Agreement or any task order and has not cured such material default with advance notice to the Company, as described in the Services Agreement. Clinical Supply and Cooperation Agreement Effective July 24, 2015, the Company entered into an amended Clinical Supply and Cooperation Agreement (the “Amended Supply Agreement”) with a contract manufacturer (“Manufacturer”) of active pharmaceutical ingredients and one of its affiliates. 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, the Manufacturer 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 the Manufacturer $800,000 within ten days after the effective date of the Amended Supply Agreement. The Company exercised this option on July 30, 2015 and the Manufacturer transferred the Improved GOS IP to the Company. Under the terms of the Amended 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 the Manufacturer. The Amended Supply Agreement also provides that the Company must pay the Manufacturer $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. Lease Agreement On July 9, 2015, the Company entered into a lease with Century Park, a California limited partnership, pursuant to which the Company leased 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 paid 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 Company’s 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 is recognized on a straight-line basis over the lease term and is recorded in general and administrative expenses in the accompanying unaudited condensed statements of operations. Approximately $29,000 of rent expense was recognized for the three months ended September 30, 2018 and 2017, and $88,000 and $86,000 of rent expense was recognized for the nine months ended September 30, 2018 and 2017, respectively. Legal From time to time, we are party to legal claims and proceedings that arise in the ordinary course of business, which may relate to our operations or assets. 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. We do not believe that any individual legal claim or proceeding that is currently pending is material to the Company or that these claims and proceedings in the aggregate are material to the Company. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY On September 15, 2017, the Company amended its Amended and Restated Certificate of Incorporation to authorize the issuance of up to 225,000,000 shares of common stock, $0.001 par value per share, and 15,000,000 shares of preferred stock, $0.001 par value per share. Effective March 23, 2018, all common share amounts and per share amounts have been adjusted to reflect a 1-for-10 reverse stock split. As of September 30, 2018, the Company had 5,734,639 shares of common stock and 5,960 shares of Series A convertible preferred stock issued and outstanding. Each share of the Company’s common stock is entitled to one vote, and all shares rank equally as to voting and other matters. Each share of Series A preferred stock is convertible by the holder into 250 shares of common stock at a conversion price of $4.00 per share; subject to adjustment for stock splits, stock dividends, subsequent rights offerings, pro rata distributions, and fundamental transactions. Holders are entitled to receive, and the Company shall pay, dividends on outstanding shares of Series A preferred stock, on an as-if-converted-to-common-stock basis, equal to and in the same form as dividends actually paid on outstanding common shares when, as and if such dividends are paid on outstanding common shares. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series A preferred stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series A preferred stock were fully converted to common stock, which amounts shall be paid pari passu with all common shareholders. Holders of Series A preferred stock have no voting rights. However, as long as any shares of Series A preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A preferred stock, (a) alter or change adversely the powers, preferences or rights given to the Series A preferred stock or alter or amend the applicable Certificate of Designation, (b) amend the Company’s certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A preferred stock, (c) increase the number of authorized shares of Series A preferred stock, or (d) enter into any agreement with respect to any of the foregoing. Aspire Capital Financing Arrangement On May 4, 2017, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC (“Aspire Capital”) (the “2017 Aspire Purchase Agreement”), which provides that upon the terms and conditions set forth therein, Aspire Capital is committed to purchase up to an aggregate of $6.5 million shares of the Company’s common stock over the 30-month term of the 2017 Aspire Purchase Agreement. On any trading day on which the closing sale price of the Company’s common stock exceeds $2.50 per share, 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 10,000 shares of the Company’s common stock per trading day, for up to $6.5 million of the Company’s common stock in the aggregate at a per share price, calculated by reference to the prevailing market price of the Company’s common stock (as provided in the 2017 Aspire Purchase Agreement); provided, however, that (subject to limited exceptions) the total number of shares that may be sold pursuant to the 2017 Aspire Purchase Agreement will be limited to 284,242 shares, which represents 19.99% of our outstanding shares of common stock as of May 2, 2017, unless stockholder approval or an exception pursuant to the rules of Nasdaq is obtained to issue more than 19.99% of our outstanding shares as of May 2, 2017. As a condition to the 2017 Aspire Purchase Agreement, the Company issued 13,732 shares of its common stock to Aspire Capital as a commitment fee. As of September 30, 2018, no shares of common stock have been sold to Aspire Capital under the 2017 Aspire Purchase Agreement. October 2017 Public Offering On October 3, 2017, the Company closed a public offering, selling an aggregate of (i) 3,455,000 Class A Units consisting of 3,455,000 shares of the Company’s common stock and warrants to purchase 3,455,000 shares of the Company’s common stock at a public offering price of $4.00 per unit, and (ii) 9,180 Class B Units consisting of 9,180 shares of Series A convertible preferred stock, with a stated value of $1,000 per unit, and convertible into an aggregate of 2,295,000 shares of the Company’s common stock, and warrants to purchase an aggregate of 2,295,000 shares of the Company’s common stock. The securities were offered by the Company pursuant to a registration statement filed with the SEC that was declared effective on September 28, 2017. The final prospectus relating to the offering was filed with the SEC on October 2, 2017. The warrants have an exercise price of $4.40, are exercisable upon issuance and expire five years from the date of issuance. The warrant agreements provide for an adjustment to the number of common shares issuable under the warrants and/or adjustment to the exercise price, including but not limited to, if: (a) the Company issues shares of common stock as a dividend or distribution to holders of its common stock; (b) the Company subdivides or combines its common stock; or (c) the Company issues new securities at a price less than the exercise price of the warrants. The Company granted the underwriters a 45-day option to purchase an additional 862,500 shares of the Company’s common stock and/or warrants to purchase an additional 862,500 shares of the Company’s common stock. At the closing of the offering, the underwriters exercised their over-allotment option for warrants to purchase 297,500 shares of the Company’s common stock. Aggregate gross proceeds to the Company from the public offering were approximately $23.0 million. The Company paid underwriting discounts and commissions of approximately $1.6 million in connection with the offering, and approximately $0.4 million of other expenses in connection with the offering. The Company early adopted the provisions of ASU 2017-11 in recognizing the warrants. As a result, the exercise price reset provisions were excluded from the assessment of whether the warrants are considered indexed to the Company’s own stock. The warrants otherwise meet the requirements for equity classification, and as such were initially classified in Stockholders’ Equity. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share. The proceeds received in the October 2017 Public Offering were allocated to each instrument on a relative fair value basis. Total proceeds of $23.0 million were allocated as follows: $10.1 million to warrants issued, $7.8 million to Common Stock, and $5.1 million to Series A convertible preferred stock. The allocation resulted in an effective conversion price for the Series A preferred stock that was below the quoted market price of the Company’s common stock on the closing date. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the closing date, resulting in a deemed dividend for the Series A convertible preferred stock of approximately $3.1 million recognized on the closing date. In the nine-month period ended September 30, 2018, holders of 3,180 shares of Series A convertible preferred stock converted their shares of preferred stock into an aggregate of 795,000 shares of common stock at the stated conversion price of $4.00 per share. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 7 - WARRANTS Warrants to purchase an aggregate of 6,105,332 shares of the Company’s common stock were outstanding at September 30, 2018. These warrants are all vested and exercisable, have exercise prices ranging from $4.40 to $93.00 per share, with a weighted average exercise price of $5.20, and expire at various dates through October 2022. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 8 - STOCK-BASED COMPENSATION Equity Incentive Plans The Company has issued equity awards pursuant to its 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 Company’s employees, outside directors and consultants; however, incentive stock options may only be granted to the Company’s 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 2, 2017, the stockholders of the Company approved an amendment to the 2015 Plan at the 2017 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 83,800 shares of common stock. On September 15, 2017, the stockholders of the Company approved an amendment to the 2015 Plan at a special meeting of stockholders, which among other things, increased the number of shares that may be issued pursuant to awards under the 2015 Plan by 2,585,871 shares of common stock. As of September 30, 2018, the aggregate number of shares of common stock authorized for issuance under the 2015 Plan, as amended, was 2,750,000 and 2,697,950 shares were available for issuance as of September 30, 2018. The following represents a summary of the options granted to employees and non-employees that are outstanding at September 30, 2018 and changes during the nine-month period then ended: Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2017 254,171 $ 47.43 $ – 7.3 Granted 456,718 $ 3.16 $ – 9.3 Exercised/ Expired/ Forfeited (14,504 ) $ 4.69 $ – – Outstanding at September 30, 2018 696,385 $ 19.29 $ – 8.5 Exercisable at September 30, 2018 258,523 $ 53.07 $ – 6.9 The exercise price for an option 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 non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the Plans will vest as determined by the Board of Directors but will not exceed a ten-year period. The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2018 was $0.90. Fair Value of Equity Awards The Company utilizes the Black-Scholes option pricing model to value awards under its Plans. Key valuation assumptions include: ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. 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 (adjusted for 1-for-10 reverse stock split): For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected stock-price volatility 48.89% – 50.22 % 53.08% – 53.68 % 46.47% – 53.11 % 53.08% – 53.90 % Risk-free interest rate 2.78% – 3.07 % 1.89% – 2.29 % 2.46% – 3.07 % 1.98% – 2.37 % Expected average term of options 7 – 10 10 5 – 10 10 Stock price $ 1.85 – $2.22 $ 3.50 – $6.50 $ 1.85 – $3.40 $ 3.50 – $10.80 Stock-Based Compensation The Company recognized stock-based compensation expense for services within general and administrative expense in the accompanying statements of operations of approximately $171,000 and $203,000 for the three months ended September 30, 2018 and 2017, respectively, and $562,000 and $746,000 for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was approximately $613,000 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 1.7 years. No stock options were exercised during the three and nine months ended September 30, 2018 and 2017. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 - RELATED PARTY TRANSACTIONS A director of the Company is a managing director of Javelin Venture Partners GP, LLC, the general partner of Javelin Venture Partners GP, L.P., which holds a significant investment in the Company’s common stock and warrants. Two directors of the Company have acted as a managing director of Stonehenge Partners, LLC, which holds an investment in the Company’s common stock. The Company has not entered into or been a participant in any other transaction in which a related party had or will have a direct or indirect material interest. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS On November 5, 2018, the Company closed a private placement (“PIPE financing”) with certain institutional investors, a key vendor and a member of its board of directors. Gross proceeds from the PIPE financing were approximately $6.0 million, before deducting placement agent fees and other offering expenses. The securities sold by the Company consisted of 6,000 shares of a newly designated class of Series B convertible preferred stock of the Company, with a stated value of $1,000 per share and an initial conversion price per share of $1.30 ( subject to customary adjustment for stock dividends and stock splits subject to customary adjustment for stock dividends and stock splits subject to customary adjustment for stock dividends and stock splits |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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 financial institutions and consists of immediately available fund balances. The funds are maintained at stable financial institutions, generally at amounts in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Equity-linked Financial Instruments | Equity-linked Financial Instruments The Company classifies outstanding common stock warrants with down-round features as equity if the instrument would otherwise be classified in equity absent the down-round feature. The Company will recognize the value of a down-round feature when it is triggered and the warrant’s strike price has been adjusted downward, as a dividend and reduction of income available to common stockholders in computing basic earnings per share. |
Net Loss Per Share | Net Loss Per Share The Company determines basic net loss per share and diluted net loss per share in accordance with the provisions of ASC 260, “Earnings per Share.” Basic net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. The potentially dilutive stock options issued under the 2015 Stock Plan (described in Note 8), Series A Convertible Preferred Stock (described in Note 6) and warrants on the Company’s common stock (described in Notes 6 and 7) were not considered in the computation of diluted net loss per share because they would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On August 26, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230), In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure . Other accounting standard updates effective after September 30, 2018 are not expected to have a material effect on the Company’s financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Estimated Life September 30, 2018 December 31, 2017 Computers and equipment 5 years $ 15,589 $ 13,582 Furniture and fixtures 7 years 19,158 19,158 Total property and equipment 34,747 32,740 Accumulated depreciation (13,123 ) (8,867 ) Total property and equipment, net $ 21,624 $ 23,873 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following represents a summary of the options granted to employees and non-employees that are outstanding at September 30, 2018 and changes during the nine-month period then ended: Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2017 254,171 $ 47.43 $ – 7.3 Granted 456,718 $ 3.16 $ – 9.3 Exercised/ Expired/ Forfeited (14,504 ) $ 4.69 $ – – Outstanding at September 30, 2018 696,385 $ 19.29 $ – 8.5 Exercisable at September 30, 2018 258,523 $ 53.07 $ – 6.9 |
Schedule of 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 (adjusted for 1-for-10 reverse stock split): For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected stock-price volatility 48.89% – 50.22 % 53.08% – 53.68 % 46.47% – 53.11 % 53.08% – 53.90 % Risk-free interest rate 2.78% – 3.07 % 1.89% – 2.29 % 2.46% – 3.07 % 1.98% – 2.37 % Expected average term of options 7 – 10 10 5 – 10 10 Stock price $ 1.85 – $2.22 $ 3.50 – $6.50 $ 1.85 – $3.40 $ 3.50 – $10.80 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | Mar. 23, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Reverse split stock | 1-for-10 reverse stock split | 1-for-10 reverse stock | |||||
Net loss | $ (4,646,262) | $ (2,010,852) | $ (10,243,605) | $ (5,647,111) | |||
Net cash used in operating activities | 10,130,131 | 5,176,622 | |||||
Working capital | 10,400,000 | 10,400,000 | |||||
Accumulated deficit | (63,575,039) | (63,575,039) | $ (53,331,434) | ||||
Cash and cash equivalents | $ 12,496,576 | $ 3,558,874 | $ 12,496,576 | $ 3,558,874 | $ 22,631,971 | $ 7,046,282 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,500 | $ 1,300 | $ 4,257 | $ 3,936 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,747 | $ 32,740 |
Accumulated depreciation | (13,123) | (8,867) |
Property and equipment, net | 21,624 | 23,873 |
Computers and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 15,589 | 13,582 |
Estimated Life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 19,158 | $ 19,158 |
Estimated Life | 7 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jul. 30, 2015USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jul. 09, 2015ft² |
Accounts payable | $ 894,000 | |||||
Lease agreement term | 5 years | 5 years | ||||
Rent expense | $ 29,000 | $ 29,000 | $ 86,000 | $ 86,000 | ||
Century Park [Member] | ||||||
Area of lease | ft² | 2,780 | |||||
Lease agreement term | 61 months | |||||
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 | |||||
Amended Clinical Supply and Cooperation Agreement [Member] | Contractual Rights [Member] | ||||||
Payment for GOS IP | $ 800,000 | |||||
Payment required following FDA approval | 400,000 | |||||
Amended Supply Agreement [Member] | ||||||
Payment for GOS IP | $ 1,000,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 23, 2018 | Oct. 03, 2017 | May 04, 2017 | May 02, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 15, 2017 |
Common stock, shares authorized | 225,000,000 | 225,000,000 | 225,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Reverse split stock | 1-for-10 reverse stock split | 1-for-10 reverse stock | ||||||||
Common stock, shares issued | 5,734,639 | 5,734,639 | 4,940,652 | |||||||
Preferred stock, shares issued | 5,960 | 5,960 | 9,140 | |||||||
Preferred stock, shares outstanding | 5,960 | 5,960 | 9,140 | |||||||
Conversion of stock, shares issued | 250 | |||||||||
Preferred stock convertible into common stock conversion price per share | $ 4 | |||||||||
Warrant exercise price per share | $ 5.20 | $ 5.20 | ||||||||
Number of options granted to purchase shares of common stock | 456,718 | |||||||||
Number of options exercised to purchase shares of common stock | ||||||||||
Proceeds from public offering | ||||||||||
Beneficial conversion feature | $ 3,100,000 | |||||||||
October 2017 Public Offering [Member] | ||||||||||
Number of common shares sold | 3,455,000 | |||||||||
Number of warrants to purchase common stock | 862,500 | 862,500 | ||||||||
Warrant exercise price per share | $ 4.40 | $ 4.40 | ||||||||
Warrant term | 5 years | |||||||||
Number of options granted to purchase shares of common stock | 862,500 | |||||||||
Number of options exercised to purchase shares of common stock | 297,500 | |||||||||
Proceeds from public offering | $ 23,000,000 | |||||||||
Underwriting discounts and commissions | 1,600,000 | |||||||||
Other expenses with offering | 400,000 | |||||||||
October 2017 Public Offering [Member] | Warrant [Member] | ||||||||||
Number of warrants to purchase common stock | 2,295,000 | |||||||||
Conversion of stock, shares converted | 2,295,000 | |||||||||
Proceeds from public offering | $ 10,100,000 | |||||||||
October 2017 Public Offering [Member] | Capital Unit, Class A [Member] | ||||||||||
Shares of common stock sold, per share | $ 4 | |||||||||
Number of common shares sold | 3,455,000 | |||||||||
Number of warrants to purchase common stock | 3,455,000 | |||||||||
October 2017 Public Offering [Member] | Capital Unit, Class B [Member] | ||||||||||
Number of common shares sold | 9,180 | |||||||||
2017 Aspire Purchase Agreement [Member] | ||||||||||
Purchase agreement term | 30 months | |||||||||
Number of common shares sold | 284,242 | |||||||||
Outstanding shares of common stock percentage | 19.99% | |||||||||
2017 Aspire Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | ||||||||||
Aggregate of shares issued during period | 13,732 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Conversion of stock, shares issued | 795,000 | |||||||||
Preferred stock convertible into common stock conversion price per share | $ 4 | |||||||||
Conversion of stock, shares converted | 3,180 | |||||||||
Series A Convertible Preferred Stock [Member] | October 2017 Public Offering [Member] | ||||||||||
Preferred stock, par value | $ 1,000 | |||||||||
Number of common shares sold | 9,180 | |||||||||
Common Stock [Member] | October 2017 Public Offering [Member] | ||||||||||
Proceeds from public offering | $ 7,800,000 | |||||||||
Series A Preferred Stock [Member] | October 2017 Public Offering [Member] | ||||||||||
Proceeds from public offering | $ 5,100,000 | |||||||||
Maximum [Member] | ||||||||||
Common stock, shares authorized | 225,000,000 | |||||||||
Maximum [Member] | 2017 Aspire Purchase Agreement [Member] | ||||||||||
Payments to acquire common stock | $ 6,500,000 | |||||||||
Number of common shares sold | 10,000 | |||||||||
Number of common shares sold, value | $ 6,500,000 | |||||||||
Minimum [Member] | 2017 Aspire Purchase Agreement [Member] | ||||||||||
Shares of common stock sold, per share | $ 2.50 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Issuance of warrants to purchase of common stock shares | 6,105,332 | |
Weighted average exercise price | $ 5.20 | |
Warrant expiration date | Oct. 31, 2022 | |
Minimum [Member] | ||
Warrants exercise prices ranging | $ 4.40 | $ 93 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 23, 2018 | Sep. 15, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 02, 2017 |
Number of common stock shares authorized for issuance | 2,697,950 | ||||||
Weighted average grant date fair value per share of options granted | $ 0.90 | ||||||
Reverse split stock | 1-for-10 reverse stock split | 1-for-10 reverse stock | |||||
Stock based compensation expense | $ 171,000 | $ 203,000 | $ 561,755 | $ 746,362 | |||
Unrecognized compensation cost related to un-vested stock based compensation | $ 613,000 | $ 613,000 | |||||
Weighted average period of compensation cost expected to be recognized | 1 year 8 months 12 days | ||||||
Number of stock options exercised | |||||||
2015 Equity Incentive Plan [Member] | |||||||
Number of common stock shares authorized for issuance | 2,750,000 | ||||||
2015 Equity Incentive Plan [Member] | Employee Stock Option [Member] | |||||||
Aggregate number of shares of common stock authorized to issue | 83,800 | ||||||
Common stock shares issued | 2,585,871 | ||||||
2015 Stock Plan [Member] | Employee Stock Option [Member] | |||||||
Stock option description | The exercise price for an option 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 non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the Plans 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 - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Options Outstanding, Beginning | shares | 254,171 |
Number of Shares, Options Granted | shares | 456,718 |
Number of Shares, Options Exercised/ Expired/ Forfeited | shares | (14,504) |
Number of Shares, Options Outstanding at Ending | shares | 696,385 |
Number of Shares, Options Exercisable | shares | 258,523 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 47.43 |
Weighted Average Exercise Price, Options Granted | 3.16 |
Weighted Average Exercise Price, Options Exercised/ Expired/ Forfeited | 4.69 |
Weighted Average Exercise Price, Outstanding at Ending | 19.29 |
Weighted Average Exercise Price, Options Exercisable | $ 53.07 |
Aggregate Intrinsic Value, Outstanding, Beginning | $ | |
Aggregate Intrinsic Value, Options Granted | |
Aggregate Intrinsic Value, Options Exercised/ Expired/ Forfeited | |
Aggregate Intrinsic Value, Outstanding at Ending | $ | |
Aggregate Intrinsic Value, Options Exercisable | $ | |
Weighted- Average Remaining Contractual Life (in Years), Outstanding, Beginning | 7 years 3 months 19 days |
Weighted- Average Remaining Contractual Life (in Years), Options Granted | 9 years 3 months 19 days |
Weighted- Average Remaining Contractual Life (in Years), Outstanding at Ending | 8 years 6 months |
Weighted- Average Remaining Contractual Life (in Years), Options Exercisable | 6 years 10 months 25 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used in Black-Scholes Option-pricing Method (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected stock-price volatility, minimum | 48.89% | 53.08% | 46.47% | 53.08% |
Expected stock-price volatility, maximum | 50.22% | 53.68% | 53.11% | 53.90% |
Risk-free interest rate, minimum | 2.78% | 1.89% | 2.46% | 1.98% |
Risk-free interest rate, maximum | 3.07% | 2.29% | 3.07% | 2.37% |
Expected average term of options | 10 years | 10 years | ||
Minimum [Member] | ||||
Expected average term of options | 7 years | 5 years | ||
Stock price | $ 1.85 | $ 3.50 | $ 1.85 | $ 3.50 |
Maximum [Member] | ||||
Expected average term of options | 10 years | 10 years | ||
Stock price | $ 2.22 | $ 6.50 | $ 3.40 | $ 10.80 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 05, 2018 | Sep. 30, 2018 |
Preferred stock convertible into common stock initial conversion price per share | $ 4 | |
Exercise price per share | $ 5.20 | |
Subsequent Event [Member] | Private Placement [Member] | Series A Convertible Preferred Stock [Member] | ||
Number of securities sold | 6,000 | |
Number of securities sold stated value per share | $ 1,000 | |
Preferred stock convertible into common stock initial conversion price per share | $ 1.30 | |
Warrants exercisable term | 5 years | |
Exercise price per share | $ 1.30 | |
Subsequent Event [Member] | Private Placement [Member] | Series C Convertible Preferred Stock [Member] | ||
Number of securities sold stated value per share | $ 1,000 | |
Subsequent Event [Member] | Private Placement [Member] | PIPE Financing [Member] | ||
Gross proceeds from closing of private placement | $ 6,000,000 |