Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | RITTER PHARMACEUTICALS INC | |
Entity Central Index Key | 1,460,702 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 7,792,433 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 16,244,741 | $ 2,747,248 |
Prepaid expenses | 303,073 | 57,115 |
Total current assets | 16,547,814 | 2,804,363 |
Other assets | 15,624 | 10,331 |
Deferred offering costs | 143,454 | |
Property and equipment, net | 14,250 | 5,172 |
Total Assets | 16,577,688 | 2,963,320 |
Current liabilities | ||
Accounts payable | 836,953 | 1,083,597 |
Accrued expenses | 296,109 | 168,635 |
Other liablities | 2,518 | |
Total current liabilities | 1,133,062 | 1,254,750 |
Stockholders' equity (deficit) | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2015; 8,887,500 shares authorized, issued and outstanding as of December 31, 2014 | 8,888 | |
Common stock, $0.001 par value; 25,000,000 shares authorized, 7,792,433 shares issued and outstanding as of September 30, 2015; 50,000,000 shares authorized, 465,378 shares issued and outstanding as of December 31, 2014 | 7,792 | 465 |
Additional paid-in capital | 40,296,961 | 3,399,924 |
Accumulated deficit | (24,860,127) | (17,904,319) |
Total stockholders' equity (deficit) | 15,444,626 | (14,495,042) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 16,577,688 | 2,963,320 |
Preferred stock subject to redemption | ||
Current liabilities | ||
Preferred stock subject to redemption, $0.001 par value; no shares authorized, issued and outstanding as of September 30, 2015; 16,378,646 shares authorized, 13,399,668 shares issued and outstanding as of December 31, 2014 | $ 16,203,612 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 8,887,500 |
Preferred stock, shares issued | 0 | 8,887,500 |
Preferred stock, shares outstanding | 0 | 8,887,500 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 50,000,000 |
Common stock, shares issued | 7,792,433 | 465,378 |
Common stock, shares outstanding | 7,792,433 | 465,378 |
Preferred stock subject to redemption | ||
Preferred stock subject to redemption, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock subject to redemption, shares authorized | 0 | 16,378,646 |
Preferred stock subject to redemption, shares issued | 0 | 13,399,668 |
Preferred stock subject to redemption, shares outstanding | 0 | 13,399,668 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating costs and expenses | ||||
Research and development | $ 1,505,116 | $ 57,745 | $ 1,584,086 | $ 69,161 |
Patent costs | 47,611 | 29,891 | 160,033 | 94,055 |
General and administrative | 1,555,938 | 166,301 | 4,860,676 | 763,388 |
Total operating costs and expenses | 3,108,665 | 253,937 | 6,604,795 | 926,604 |
Operating loss | (3,108,665) | (253,937) | (6,604,795) | (926,604) |
Other income (expense) | ||||
Interest income (expense), net | 18,853 | (12,471) | 23,157 | (17,210) |
Other income | 9,590 | 16,682 | ||
Total other income (expense) | 28,443 | (12,471) | 39,839 | (17,210) |
Net loss | (3,080,222) | (266,408) | (6,564,956) | (943,814) |
Cumulative preferred stock dividends | 147,128 | 327,569 | 441,913 | |
Accretion of discount on Series C preferred stock | 63,283 | |||
Net loss applicable to common stockholders | $ (3,080,222) | $ (413,536) | $ (6,955,808) | $ (1,385,727) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.40) | $ (0.92) | $ (2.35) | $ (3.07) |
Weighted average common shares outstanding - basic and diluted (in dollars per share) | 7,792,050 | 451,393 | 2,961,263 | 451,393 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (6,564,956) | $ (943,814) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,022 | 3,175 |
Stock based compensation | 2,432,045 | 3,448 |
Accretion of debt discount | 6,416 | |
Prepaid forward sale to supplier (Note 5) | 416,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (245,958) | (54,921) |
Other assets | (5,293) | 5,033 |
Accounts payable | (246,644) | 90,545 |
Accrued expenses | (86,087) | 4,734 |
Other liabilities | (2,698) | (1,159) |
Net cash used in operating activities | (4,302,569) | (886,543) |
Cash flows from investing activities | ||
Purchase of property and equipment | (10,100) | (1,166) |
Net cash used in investing activities | (10,100) | (1,166) |
Cash flows from financing activities | ||
Commissions and issuance costs of initial public offering | (2,194,375) | |
Proceeds from issuance of shares upon closing of initial public offering | 20,000,000 | |
Proceeds from exercising of options on common stock | 4,537 | |
Bank overdraft | 11,483 | |
Proceeds of borrowing under notes payable | 455,000 | |
Repayment of note payable | (27,000) | |
Net cash provided by financing activities | 17,810,162 | 439,483 |
Net increase (decrease) in cash and cash equivalents | 13,497,493 | (448,226) |
Cash and cash equivalents at beginning of period | 2,747,248 | 448,226 |
Cash and cash equivalents at end of period | 16,244,741 | |
Non-cash financing activities: | ||
Accrual of commissions and issuance costs of the initial public offering | 213,561 | |
Deferred offering costs reclassified to additional paid-in capital | 665,603 | |
Common stock subject to repurchase | 180 | |
Cumulative preferred stock dividends | 327,569 | $ 441,913 |
Accretion of discount on Series C preferred stock | $ 63,283 | |
Cash paid for interest | ||
Cash paid for taxes | ||
Conversion of Preferred Stock to Common Stock | ||
Non-cash financing activities: | ||
Conversion of all outstanding preferred stock, redeemable preferred stock into common stock | $ 8,888 | |
Conversion of Redeemable Preferred Stock to Common Stock | ||
Non-cash financing activities: | ||
Conversion of all outstanding preferred stock, redeemable preferred stock into common stock | $ 16,594,464 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended |
Sep. 30, 2015 | |
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 therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases. The Company conducts human gut health research by exploring metabolic capacity of the gut microbiota and translating the functionality of prebiotic-based therapeutics. The Company’s lead compound, RP-G28 is currently under development for the treatment of lactose intolerance. There currently is no drug approved by the Food and Drug Administration (“FDA”) for the treatment of lactose intolerance, a debilitating disease that affects over 1 billion people worldwide. On June 24, 2015, the Company’s 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. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
Basis of presentation [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 Company’s financial position for the periods presented. All common share amounts and per share amounts reflected in this Quarterly Report on Form 10-Q have been adjusted to reflect a 1-for-7.15 reverse stock split of the Company’s common stock effected on June 17, 2015. 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, 2015, the condensed statements of operations for the three and nine months ended September 30, 2015 and 2014, and the condensed statements of cash flows for the nine months ended September 30, 2015 and 2014, 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, 2014 has been derived from audited financial statements included in Registration Statement on Form S-1 declared effective by the SEC on June 24, 2015. The results for the three and nine months ended September 30, 2015 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 Company’s Registration Statement on Form S-1 declared effective by the SEC on June 24, 2015. 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, who comprehensively manages the entire business. The Company does not currently operate any separate lines of business or separate business entities. Liquidity At September 30, 2015, after consummation of the Company’s initial public offering, the Company had working capital of approximately $15.4 million, an accumulated deficit of approximately $24.9 million, and cash and cash equivalents of approximately $16.2 million. The Company has not generated any product revenues and has not achieved profitable operations. 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 additional financing. The Company believes that its existing cash will be sufficient to enable the Company to continue as a going concern for at least the next twelve months. However, the Company will need to secure additional funding in the future, from one or more equity or debt financings, collaborations, or other sources, in order to carry out all of its planned research and development activities. If the Company is unable to obtain additional financing or generate license or product revenue, the lack of liquidity could have a material adverse effect on the Company’s future prospects. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2014 included in the Company’s Registration Statement on Form S-1 declared effective by the SEC on June 24, 2015. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies, other than those detailed below. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Deferred Offering Costs Deferred offering costs, which primarily consist of direct, incremental banking, legal and accounting fees relating to the initial public offering of the Company’s common stock, are capitalized within long term assets. The deferred offering costs were reclassified to additional paid-in capital upon the consummation of the offering on June 29, 2015. Net Loss Per Share The Company determines basic loss per share and diluted loss per share in accordance with the provisions of Accounting Standards Codification (“ASC”) 260, “ Earnings per Share All common share amounts and per share amounts have been adjusted to reflect a 1-for-7.15 reverse stock split of the Company’s common stock effected on June 17, 2015. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) — Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment consists of the following: September 30, December 31, Estimated Life 2015 2014 Computers and equipment 5 years $ 6,636 $ 5,487 Furniture and fixtures 7 years 13,221 4,270 Total property and equipment 19,857 9,757 Accumulated depreciation (5,607 ) (4,585 ) Total property and equipment, net of accumulated depreciation $ 14,250 $ 5,172 Depreciation expense of approximately $400 and $600 was recognized for the three months ended September 30, 2015 and 2014, respectively, and approximately $1,000 and $3,000 for the nine months ended September 30, 2015 and 2014, respectively and is 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, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES Employment Agreements Michael Step On December 2, 2014, Michael Step accepted an offer letter from the Company setting forth the terms of his employment as Chief Executive Officer. The offer letter provides that Michael Step is entitled to an annual base salary of $360,000 and a total of three grants of options to purchase the Company’s common stock. The first two options entitle Michael Step to purchase 646,537 and 73,777 of the Company’s shares, 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 44/48ths of the total number of shares covered by each option subject to a right of repurchase by the Company upon termination of Michael Step’s employment with the Company for any reason. This right of repurchase lapses over a period of 44 months, with 1/44th of the total number of shares subject to the right of repurchase lapsing on January 1, 2015 and on the first day of each month thereafter. In addition, the right of repurchase will lapse in its entirety upon a termination of the employment under certain circumstances. The third option became exercisable upon the closing of the Company’s initial public offering on June 29, 2015. The option is for a total of 163,799 shares of the Company’s common stock, which, together with the shares subject to the first option, represents 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 (75%) of the shares subject to the third option are subject to a right of repurchase by the Company upon termination of Michael Step’s employment for any reason. This right of repurchase lapses with respect to 1/36th of the total number of shares subject to the right of repurchase on the first day of each month following the date on which the third option became exercisable. In addition, the right of repurchase will lapse in its entirety upon Michael Step’s termination of employment under certain circumstances. Additionally, under the terms of his Executive Severance and Change in Control Agreement, also effective on December 2, 2014, Michael Step is entitled to receive certain payments in the event his employment is terminated under certain scenarios. Andrew Ritter and Ira Ritter On September 25, 2013, the Company’s Board of Directors approved the Executive Compensation Plan (the “Compensation Plan”) setting forth certain compensation to be paid to Andrew Ritter, the Company’s current President and former Chief Executive Officer, and Ira Ritter, the Company’s current Chief Strategic Officer (“CSO”) for their contributions to the Company. Effective June 29, 2015, in connection with the Company’s 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, of the Company. The offer letters superseded the Compensation Plan. Their respective offer letters provide that 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. As of September 30, 2015, the Company paid an aggregate of $60,000 and accrued $92,500 in tuition reimbursement for Andrew Ritter and recognized such amount in general and administrative expenses in the accompanying Unaudited Condensed Statements of Operations in the three and nine month periods ending September 30, 2015. Additionally, under the terms of their Executive Severance and Change in Control Agreements, also effective on June 29, 2015, Andrew Ritter and Ira Ritter are 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. 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 Company’s common stock (the “Executive Options”) pursuant to the 2008 Stock Plan: · FDA Meeting Bonus Opportunities · Clinical Trial Funding Commitment Bonus Opportunities Statements of Operations in the nine month periods ending September 30, 2015. In addition, 3,671 shares of the Executive Options vested and became exercisable as of June 29, 2015, with the balance of 6,818 shares vesting ratably on a monthly basis beginning July 31, 2015. · Fundraising Bonus Opportunities · License Event Bonus Opportunities o 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 the Company’s 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. o 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 the Company’s 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. Research and Development Arrangement Effective July 24, 2015, the Company entered into an amended Clinical Supply and Cooperation Agreement (the “Amended Supply Agreement”) with Ricerche Sperimentali Montale SpA (“Ricerche”) and Inalco SpA (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 may exercise the option by paying RSM $800,000 within ten days after the effective date of the Amended Supply Agreement. The Company exercised the option on July 30, 2015 and RSM is transferring the Improved GOS IP to the Company. Under the terms of the existing 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 will issue 100,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to RSM. The Shares are to be issued within 90 days of the effective date of the Amended Supply Agreement pursuant to a stock purchase agreement to be negotiated by the parties in good faith. The stock purchase agreement is to include a lock-up agreement by RSM in favor of the Company pursuant to which RSM will not be able to sell the 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 its Form 10-Q with the Securities and Exchange Commission for the fiscal quarter in which the Company receives the results of its Phase 2b/3 clinical trial of RP-G28. The shares will be issued to RSM upon the execution of the stock purchase agreement by RSM. The agreement for 100,000 shares issuance to RSM has been recognized pursuant to ASC 815-10-15-9 as a fully prepaid forward sale contract on the Company’s common stock. The fully prepaid forward sale contract is a hybrid instrument comprising (1) a debt host instrument and (2) an embedded forward sale contract, requiring the Company to issue 100,000 shares of the Company’s common stock for no further consideration. Fair value of these shares as of effective date of the agreement totaling $416,000 was recognized in stockholders’ equity in the Condensed Balance Sheet as of September 30, 2015. Leases Until September 30, 2015, the Company leased office and storage space for its headquarters in California pursuant to a two-year agreement which called for a minimum monthly rent of approximately $5,000 and an annual increase of 3%. Rent expense, recognized on a straight-line basis, was approximately $15,000 for each of the three months ended September 30, 2015 and 2014. The Company recognized approximately $45,000 in each of the nine months ended September 30, 2015 and 2014 in rent expense. Rent expense is recorded in general and administrative expenses in the Unaudited Condensed Statements of Operations. 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 the Company’s headquarters. The lease provides for a term of sixty-one (61) months, commencing on October 1, 2015. The Company will pay no rent for the first month of the term and 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. The Company will recognize rent expense on a straight-line basis over the lease term. 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' DEFICIT AND PREFE
STOCKHOLDERS' DEFICIT AND PREFERRED STOCK SUBJECT TO REDEMPTION | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) AND PREFERRED STOCK SUBJECT TO REDEMPTION | NOTE 6 — STOCKHOLDERS’ EQUITY (DEFICIT) AND PREFERRED STOCK SUBJECT TO REDEMPTION 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 and all common share amounts and per share amounts reflected in this Quarterly Report on Form 10-Q have been adjusted to reflect that 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 Company’s common stock to 25,000,000 with a par value of $0.001 per share. As of September 30, 2015, the Company has a total of 7,792,433 shares of common stock issued and outstanding. Preferred Stock The Company’s 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, as of June 29, 2015, the Company was 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 Company’s initial public offering, all outstanding shares of convertible preferred stock and preferred stock subject to redemption were converted into an aggregate of 3,322,650 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. Stock Transactions Initial Public Offering On June 29, 2015, the Company closed its initial public offering, selling 4,000,000 shares of the Company’s 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. 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 3,322,650 shares of the Company’s common stock. Series C Financing In December 2014, the Company issued an aggregate of 2,369,228 shares of Series C preferred stock and warrants to purchase an aggregate of 331,358 shares of the Company’s common stock (the “Warrants”), for aggregate gross proceeds of $3,081,893 (the “Series C Financing”). All of these shares of Series C preferred stock were converted into 331,358 shares of the Company’s common stock prior to the closing of the initial public offering. Each Warrant has a term of seven years and provides for the holder to purchase one share of the Company’s common stock at a purchase price of $9.30 per share of common stock. The Warrants are indexed to the Company’s own stock and classified within stockholders’ equity pursuant to ASC 815-40. The gross proceeds were allocated to the Series C preferred stock and Warrants on a relative fair value basis, resulting in a value of $7.83 for the Series C preferred stock. The allocation of proceeds to the Warrants creates a discount of $1.47 in the initial carrying value of the Series C preferred stock, which was recognized as accretion, similar to preferred stock dividends, over the five-year period prior to optional redemption by the holders. In connection with the Series C Financing, all of the 2014 Notes were converted into shares of Series C preferred stock and Warrants as follows: · $535,000 unpaid principal plus accrued interest of $18,342 on convertible notes converted into 567,529 shares of Series C preferred stock, which was later converted into 79,374 shares of the Company’s common stock, and 79,374 Warrants · $70,000 unpaid principal plus accrued interest of $537 on note payable extinguished and converted into 54,259 shares of Series C preferred stock, which was later converted into 7,589 shares of the Company’s common stock and 7,589 Warrants Notes with an unpaid principal balance of $535,000 were converted into shares of Series C preferred stock and warrants to purchase shares of common stock at 75% of the price paid by other purchasers of the Series C Financing. The Company recognized additional interest expense of $184,445 upon conversion, calculated as the fair value of incremental shares and warrants received by the holders compared to converting the outstanding debt and accrued interest at 100% of the price paid by purchasers of the Series C Financing. The note with an unpaid principal balance of $70,000 was exchanged for shares of Series C preferred stock and warrants to purchase shares of common stock at a price per share equal to the price per share paid by purchasers of the Series C Financing. As such, there was no gain recognized or loss incurred upon extinguishment of the note in 2014. Prepaid Forward Sale of Preferred Stock 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. Research and Development Agreement & License 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 Company’s 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 Company’s obligation to make royalty payments to KPT. Option Agreement Pursuant to the terms of the KPM Option Agreement, the Company had the right to put 1,469,994 shares of the Company’s 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 Company’s obligation to make royalty payments to KPT under the R&D Agreement and KPT’s 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 Company’s 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 KPT’s right, title and interest in and to the KP Research, which rights now belong to the Company. The R&D Agreement and the put or call option have been recognized on a combined basis, pursuant to ASC 815-10-15-9, as a fully prepaid forward sale contract on the Company’s Series B preferred stock. The fully prepaid forward sale contract is a hybrid instrument comprising (1) a debt host instrument and (2) an embedded forward sale contract, requiring the Company to issue 1,469,994 shares of the Company’s Series B for no further consideration. Payments received by the Company, totaling $1,750,000, are recognized as preferred stock subject to redemption in the Condensed Balance Sheet as of December 31, 2014. The Company converted these shares into an aggregate of 205,593 shares of the Company’s common stock upon the closing of the IPO. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 7 — WARRANTS As described in Note 6, in 2014, the Company issued seven-year warrants (the “Warrants”) to investors for the purchase of 418,321 shares of the Company’s common stock at an exercise price of $9.30 per share. The Company analyzed the Warrants in accordance with ASC Topic 815 to determine whether the Warrants meet the definition of a derivative and, if so, whether the Warrants meet the scope exception that provides for equity classification of derivative instruments issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity. The Company concluded these Warrants should be classified as equity since they contain no provisions, which would require recognition as a liability. The following represents a summary of the warrants outstanding at September 30, 2015 and changes during the period then ended: Weighted Average Warrants Exercise Price Outstanding at December 31, 2014 418,321 $ 9.30 Granted - - Exercised/Expired/ Forfeited - - Outstanding at September 30, 2015 418,321 $ 9.30 Exercisable at September 30, 2015 418,321 $ 9.30 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 8 — STOCK-BASED COMPENSATION Terms of the Company’s share-based compensation are governed by the Company’s 2015 Equity Incentive 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. As of September 30, 2015, the aggregate number of shares of common stock available for issuance under the 2015 Equity Incentive Plan is 206,448. 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 Equity Incentive Plan. 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 nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the Plans shall vest as determined by the Board of Directors but shall 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, 2013, the Company issued options to purchase an aggregate of 206,172 shares to its executive officers and employees of the Company. The exercise prices of these option grants, as determined by the Company’s Board of Directors, range from $0.79 to $1.27 per share, and a portion of these vest subject to certain performance conditions described in Note 5. In addition, the Company granted additional non-qualified 10-year term options to its executive officers to purchase an aggregate of 1,790,540 shares of the Company’s common stock in December 2014. As of December 31, 2014, an aggregate of 82,107 options were expired or exercised, and an aggregate of 1,914,605 options issued to executive officers and employees remained outstanding. During the nine months ended September 30, 2015, no additional options were granted and an aggregate of 41,958 options to purchase the Company’s common stock were automatically terminated due to certain performance conditions not being met. As of September 30, 2015, the Company has a total of 1,872,647 options issued to its executive officers and employees outstanding. The Company recognized stock based compensation expense for these services within general and administrative expense in the accompanying Unaudited Condensed Statements of Operations of approximately $2.4 million and $2,500 for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was approximately $2.4 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.6 years. In addition to annual cash compensation payable to the Company’s non-employee directors for their services on the Board and its committees, the Board of Directors determined to award non-employee director an option to acquire 10,000 shares of the Company’s common stock to vest 25% upon the first anniversary of the nonemployee director’s approximate date of joining the Board of Directors with the remaining options vesting monthly in equal amounts over 36 months. As of September 30, 2015, no stock based compensation had been granted to the nonemployee directors. Options Issued to Nonemployees for Services Received From inception to September 30, 2015, the Company issued options to consultants to the Company to purchase an aggregate of 106,573 shares of the Company’s common stock under the Plans. Of these, 73,985 options were forfeited or exercised, and 32,588 options remain outstanding as of September 30, 2015. The exercise prices of the outstanding options, as determined by the Company’s Board of Directors, range from $0.72 to $1.14 per share. These outstanding options, with the exception of an option to purchase an aggregate of 7,271 shares granted to a consultant, vest 25% upon the first anniversary of the vesting commencement date with the remaining options vesting monthly in equal amounts over 36 months. In March 2011, the Company granted an option to a consultant to purchase an aggregate of 7,271 shares with an exercise price of $1.00 which vests 25% on the date of grant with the remaining options vesting monthly in equal amounts over 36 months. The Company recognized stock based compensation expense for these services of approximately $700 and $1,000 for the nine months ended September 30, 2015 and 2014, 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 Company’s 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 Company’s general and administrative expenses and research and development expenses. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards. The assumptions used in the Black-Scholes option-pricing method for the three months and nine months ended September 30, 2015 and 2014 are set forth below: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Expected dividend yield (1) 0.00% 0.00% 0.00% Expected stock-price volatility (1) 56.12% - 64.24% 51.45% - 67.08% 55.32% - 64.24% Risk-free interest rate (1) 0.94% - 2.58% 0.77% - 2.07% 0.94% - 3.04% Term of options (1) 10 10 10 Stock price (1) $5.86 $5.86 $1.17 - $5.86 (1) During the three months ended September 30, 2015, the Company has no unvested options for non-employees and no new option was granted to either employees and 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 Company’s equity awards. The Company will continue to use judgment in evaluating the expected volatility, expected terms and forfeiture rates utilized for the Company’s stock-based compensation calculations on a prospective basis. Stock-based Compensation Summary Tables Information regarding the Company’s stock option grants to the Company’s 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: Number of Common Exercise Price Estimated Fair Value Shares Underlying per Common per Share of Intrinsic Value Grant Date Options Granted Share Common Stock 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 $1.00 $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 The following represents a summary of the options granted to employees and non-employees outstanding at September 30, 2015 and changes during the period then ended: Weighted Average Options Exercise Price Outstanding at December 31, 2014 1,952,516 $ 7.022 Granted - - Exercised/ Expired/ Forfeited (47,281 ) (1.249 ) Outstanding at September 30, 2015 1,905,235 $ 7.165 Exercisable at September 30, 2015 584,960 $ 5.202 Expected to be vested 1,320,275 $ 8.034 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
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 held a significant investment in the Company’s Series A-2, Series A-3, Series B, and Series C preferred stock that was converted to common stock prior to the Company’s initial public offering. Two directors of the Company have acted as a managing director of Stonehenge Partners LLC, which held a significant investment in the Company’s Series A-1 preferred stock and also held investments in the Company’s Series A-2 and Series B preferred stock that was converted to common stock prior to the Company’s initial public offering. Prior to and during his employment with the Company, Mr. Ira Ritter served as CEO of Andela Group Inc., (“Andela”) a company he founded in 1987, which is involved in corporate management, strategic and financial consulting. The Company incurred no expenses for services received from Andela during the three months and nine months ended September 30, 2015, and approximately $48,000 and $146,000, respectively, during the three months and nine months ended September 30, 2014, all of which were classified in general and administrative expenses in the Unaudited Condensed Statements of Operations. Other than disclosed, the Company has not entered into or been a participant in any transaction in which a related party had or will have a direct or indirect material interest. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which primarily consist of direct, incremental banking, legal and accounting fees relating to the initial public offering of the Company’s common stock, are capitalized within long term assets. The deferred offering costs were reclassified to additional paid-in capital upon the consummation of the offering on June 29, 2015. |
Net Loss Per Share | Net Loss Per Share The Company determines basic loss per share and diluted loss per share in accordance with the provisions of Accounting Standards Codification (“ASC”) 260, “ Earnings per Share All common share amounts and per share amounts have been adjusted to reflect a 1-for-7.15 reverse stock split of the Company’s common stock effected on June 17, 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) — Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule Property and equipment | September 30, December 31, Estimated Life 2015 2014 Computers and equipment 5 years $ 6,636 $ 5,487 Furniture and fixtures 7 years 13,221 4,270 Total property and equipment 19,857 9,757 Accumulated depreciation (5,607 ) (4,585 ) Total property and equipment, net of accumulated depreciation $ 14,250 $ 5,172 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule summary of the warrants | Weighted Average Warrants Exercise Price Outstanding at December 31, 2014 418,321 $ 9.30 Granted - - Exercised/Expired/ Forfeited - - Outstanding at September 30, 2015 418,321 $ 9.30 Exercisable at September 30, 2015 418,321 $ 9.30 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule assumptions used in the Black-Scholes option-pricing method | Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Expected dividend yield (1) 0.00% 0.00% 0.00% Expected stock-price volatility (1) 56.12% - 64.24% 51.45% - 67.08% 55.32% - 64.24% Risk-free interest rate (1) 0.94% - 2.58% 0.77% - 2.07% 0.94% - 3.04% Term of options (1) 10 10 10 Stock price (1) $5.86 $5.86 $1.17 - $5.86 (1) During the three months ended September 30, 2015, the Company has no unvested options for non-employees and no new option was granted to either employees and non-employees during the period. |
Schedule regarding the Company's stock option grants to the Company's employees and non-employees | Number of Common Exercise Price Estimated Fair Value Shares Underlying per Common per Share of Intrinsic Value Grant Date Options Granted Share Common Stock 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 $1.00 $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 |
Schedule represents a summary of the options granted to employees and non-employees | Weighted Average Options Exercise Price Outstanding at December 31, 2014 1,952,516 $ 7.022 Granted - - Exercised/ Expired/ Forfeited (47,281 ) (1.249 ) Outstanding at September 30, 2015 1,905,235 $ 7.165 Exercisable at September 30, 2015 584,960 $ 5.202 Expected to be vested 1,320,275 $ 8.034 |
ORGANIZATION AND PRINCIPAL AC19
ORGANIZATION AND PRINCIPAL ACTIVITIES (Detail Textuals) - USD ($) | 1 Months Ended | 9 Months Ended |
Jun. 29, 2015 | Sep. 30, 2015 | |
Organization And Principal Activities [Line Items] | ||
Offering expenses | $ 2,194,375 | |
Initial Public Offering | ||
Organization And Principal Activities [Line Items] | ||
Number of common shares sold | 4,000,000 | |
Shares of common stock sold, per share (in dollars per share) | $ 5 | |
Underwriting discounts and commissions | $ 1,600,000 | |
Offering expenses | 1,000,000 | |
Net offering proceeds | $ 17,400,000 |
BASIS OF PRESENTATION (Detail T
BASIS OF PRESENTATION (Detail Textuals) | 1 Months Ended | 9 Months Ended | |||
Jun. 17, 2015 | Sep. 30, 2014Segment | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Basis of presentation [Abstract] | |||||
Stock split, conversion ratio | 7.15 | ||||
Number of operating business segment | Segment | 1 | ||||
Working capital | $ 15,400,000 | ||||
Accumulated deficit | (24,860,127) | $ (17,904,319) | |||
Cash and cash equivalents | $ 16,244,741 | $ 2,747,248 | $ 448,226 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | 1 Months Ended |
Jun. 17, 2015 | |
Accounting Policies [Abstract] | |
Stock Split, Conversion Ratio | 7.15 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 19,857 | $ 9,757 |
Accumulated depreciation | (5,607) | (4,585) |
Total property and equipment, net of accumulated depreciation | $ 14,250 | 5,172 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Total property and equipment | $ 6,636 | 5,487 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 7 years | |
Total property and equipment | $ 13,221 | $ 4,270 |
PROPERTY AND EQUIPMENT(Detail T
PROPERTY AND EQUIPMENT(Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 1,022 | $ 3,175 | ||
General and administrative expense | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 400 | $ 600 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) | Dec. 02, 2014USD ($)Option$ / sharesshares | Jun. 29, 2015USD ($)shares | Sep. 30, 2015$ / shares | Sep. 30, 2013shares | Sep. 25, 2013shares |
Commitments And Contingencies [Line Items] | |||||
Granted | $ / shares | |||||
Andrew Ritter | Executive Compensation Plan | |||||
Commitments And Contingencies [Line Items] | |||||
Annual base salary | $ | $ 310,000 | ||||
Tuition reimbursement, amount authorized | $ | $ 180,000 | ||||
Tuition reimbursement, payable period | 3 years | ||||
Bonus percentage of salary | 40.00% | ||||
Andrew Ritter | Stock Options | 2008 Stock Plan | |||||
Commitments And Contingencies [Line Items] | |||||
Number of shares called by options | 48,951 | 48,951 | |||
Ira Ritter | Executive Compensation Plan | |||||
Commitments And Contingencies [Line Items] | |||||
Annual base salary | $ | $ 295,000 | ||||
Bonus percentage of salary | 35.00% | ||||
Ira Ritter | Stock Options | 2008 Stock Plan | |||||
Commitments And Contingencies [Line Items] | |||||
Number of shares called by options | 48,951 | 48,951 | |||
Step Letter Agreement | Michael Step | |||||
Commitments And Contingencies [Line Items] | |||||
Annual base salary | $ | $ 360,000 | ||||
Number of option granted | Option | 3 | ||||
Step Letter Agreement | Michael Step | Stock Options | |||||
Commitments And Contingencies [Line Items] | |||||
Number of shares called by options | 646,537 | ||||
Granted | $ / 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 | Michael Step | Stock Option 2 | |||||
Commitments And Contingencies [Line Items] | |||||
Number of shares called by options | 73,777 | ||||
Granted | $ / 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 | Michael Step | Stock Option 3 | |||||
Commitments And Contingencies [Line Items] | |||||
Number of shares called by options | 163,799 | ||||
Percentage shares of common stock deemed to be outstanding | 7.50% | ||||
Percentage of shares subject to right of repurchase | 75.00% | ||||
Description of right to repurchase lapse | 1/36th of the total number of shares subject to the right of repurchase |
COMMITMENTS AND CONTINGENCIES25
COMMITMENTS AND CONTINGENCIES (Detail Textuals 1) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Jun. 29, 2015 | Sep. 30, 2013 | Apr. 30, 2013 | Jul. 17, 2012 | Sep. 30, 2015 | Jul. 31, 2015 | Sep. 25, 2013 | |
Commitments And Contingencies [Line Items] | |||||||
Granted | |||||||
Initial Public Offering | |||||||
Commitments And Contingencies [Line Items] | |||||||
Net offering proceeds | $ 17,400,000 | ||||||
FDA Meeting Bonus Opportunities | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | $ 10,000 | ||||||
FDA Meeting Bonus Opportunities | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | $ 10,000 | ||||||
Clinical Trial Funding Commitment Bonus Opportunities | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | 75,000 | ||||||
Clinical Trial Funding Commitment Bonus Opportunities | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | 75,000 | ||||||
Clinical Trial Funding Commitment Bonus Opportunities | Minimum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Minimum cash available limit | $ 2,000,000 | ||||||
Fundraising Bonus Opportunities | Performance milestone condition one | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | $ 50,000 | ||||||
Minimum actual deployment of funds by third party | 2,000,000 | ||||||
Fundraising Bonus Opportunities | Performance milestone condition one | Minimum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Minimum cash available limit | 2,000,000 | ||||||
Fundraising Bonus Opportunities | Performance milestone condition two | |||||||
Commitments And Contingencies [Line Items] | |||||||
Minimum actual deployment of funds by third party | 10,000,000 | ||||||
Fundraising Bonus Opportunities | Performance milestone condition two | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | 150,000 | ||||||
Fundraising Bonus Opportunities | Performance milestone condition two | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Cash bonus | 150,000 | ||||||
Fundraising Bonus Opportunities | Performance milestone condition two | Minimum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Minimum cash available limit | $ 2,000,000 | ||||||
Executive Options | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Granted | 27,972 | ||||||
Executive Options | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Granted | 27,972 | ||||||
Executive Options | FDA Meeting Bonus Opportunities | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of stock options expected to vest | 1,136 | 2,360 | |||||
Granted | 3,496 | ||||||
Vesting period of options | 36 months | ||||||
Executive Options | FDA Meeting Bonus Opportunities | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of stock options expected to vest | 1,136 | 2,360 | |||||
Granted | 3,496 | ||||||
Vesting period of options | 36 months | ||||||
Executive Options | Clinical Trial Funding Commitment Bonus Opportunities | |||||||
Commitments And Contingencies [Line Items] | |||||||
Stock options to vest ratably on a monthly basis | 6,818 | ||||||
Percentage of option vest | 35.00% | ||||||
Granted | 10,489 | ||||||
Vesting period of options | 36 months | ||||||
Executive Options | Clinical Trial Funding Commitment Bonus Opportunities | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of stock options vested | 3,671 | ||||||
Executive Options | Clinical Trial Funding Commitment Bonus Opportunities | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of stock options vested | 3,671 | ||||||
Executive Options | Fundraising Bonus Opportunities | Initial Public Offering | |||||||
Commitments And Contingencies [Line Items] | |||||||
Net offering proceeds | $ 17,400,000 | ||||||
Executive Options | Fundraising Bonus Opportunities | Performance milestone condition one | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percentage of option vest | 35.00% | ||||||
Granted | 6,993 | ||||||
Maximum aggregate number of shares of common stock authorized to issue | 6,993 | ||||||
Vesting period of options | 36 months | ||||||
Executive Options | Fundraising Bonus Opportunities | Performance milestone condition two | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percentage of option vest | 35.00% | ||||||
Granted | 13,986 | ||||||
Maximum aggregate number of shares of common stock authorized to issue | 13,986 | ||||||
Vesting period of options | 36 months | ||||||
Executive Options | Fundraising Bonus Opportunities | Performance milestone condition two | Andrew Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of stock options expected to vest | 9,091 | ||||||
Number of stock options vested | 4,895 | ||||||
Executive Options | Fundraising Bonus Opportunities | Performance milestone condition two | Ira Ritter | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of stock options expected to vest | 9,091 | ||||||
Number of stock options vested | 4,895 |
COMMITMENTS AND CONTINGENCIES26
COMMITMENTS AND CONTINGENCIES (Detail Textuals 2) | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Commitments And Contingencies [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | |
Executive Options | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 27,972 |
Executive Options | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | 27,972 |
License Event Bonus Opportunities | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Minimum actual deployment of funds by third party | $ 2,000,000 |
Percentage of annual excess milestone payments | 3.00% |
License Event Bonus Opportunities | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Minimum actual deployment of funds by third party | $ 2,000,000 |
Percentage of annual excess milestone payments | 3.00% |
License Event Bonus Opportunities | Minimum | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Receipt of Initial period license payment | $ 2,000,000 |
Minimum cash available limit | 1,000,000 |
License Event Bonus Opportunities | Minimum | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Receipt of Initial period license payment | 2,000,000 |
Minimum cash available limit | $ 1,000,000 |
License Event Bonus Opportunities | Executive Options | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of option vest | 35.00% |
Number of Common Shares Underlying Options Granted | shares | 6,993 |
Maximum aggregate number of shares of common stock authorized to issue | shares | 6,993 |
Vesting period of options | 36 months |
License Event Bonus Opportunities | Executive Options | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of option vest | 35.00% |
Number of Common Shares Underlying Options Granted | shares | 45,454 |
Maximum aggregate number of shares of common stock authorized to issue | shares | 45,454 |
Vesting period of options | 36 months |
License Event Bonus Opportunities | Executive Options | Graduated Cash Bonus | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of option vest | 35.00% |
Number of Common Shares Underlying Options Granted | shares | 6,993 |
Vesting period of options | 36 months |
License Event Bonus Opportunities | Executive Options | Graduated Cash Bonus | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of option vest | 35.00% |
Number of Common Shares Underlying Options Granted | shares | 45,454 |
Vesting period of options | 36 months |
License Event Bonus Opportunities | Performance milestone condition one | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of initial period license payment | 5.00% |
Initial period license payment | $ 5,000,000 |
License Event Bonus Opportunities | Performance milestone condition one | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of initial period license payment | 5.00% |
Initial period license payment | $ 5,000,000 |
License Event Bonus Opportunities | Performance milestone condition two | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of initial period license payment | 4.00% |
License Event Bonus Opportunities | Performance milestone condition two | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of initial period license payment | 4.00% |
License Event Bonus Opportunities | Performance milestone condition two | Minimum | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Initial period license payment | $ 5,000,000 |
License Event Bonus Opportunities | Performance milestone condition two | Minimum | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Initial period license payment | 5,000,000 |
License Event Bonus Opportunities | Performance milestone condition two | Maximum | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Initial period license payment | 10,000,000 |
License Event Bonus Opportunities | Performance milestone condition two | Maximum | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Initial period license payment | $ 10,000,000 |
License Event Bonus Opportunities | Performance milestone condition three | Andrew Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of initial period license payment | 3.00% |
Initial period license payment | $ 10,000,000 |
License Event Bonus Opportunities | Performance milestone condition three | Ira Ritter | |
Commitments And Contingencies [Line Items] | |
Percentage of initial period license payment | 3.00% |
Initial period license payment | $ 10,000,000 |
COMMITMENTS AND CONTINGENCIES27
COMMITMENTS AND CONTINGENCIES (Details Textual 3) | 1 Months Ended | 9 Months Ended | |||
Jul. 30, 2015USD ($)kg$ / kg | Jul. 24, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Jun. 29, 2015$ / shares | Dec. 31, 2014$ / shares | |
Commitments And Contingencies [Line Items] | |||||
Common shares issued, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
RSM | Amended Supply Agreement | |||||
Commitments And Contingencies [Line Items] | |||||
Number of common shares to be issued | shares | 100,000 | 100,000 | |||
Common shares issued, par value per share (in dollars per share) | $ / shares | $ 0.001 | ||||
Further option payment due in future | $ 1,000,000 | ||||
Fair value of shares to be paid | $ 416,000 | ||||
RSM | Amended Supply Agreement | Improved GOS | |||||
Commitments And Contingencies [Line Items] | |||||
Payment for GOS IP | $ 800,000 | ||||
Payment required following FDA approval to RSM | $ 400,000 | ||||
GOS kilograms | kg | 350 | ||||
GOS price per kilo (in dollars per kilo) | $ / kg | 250 | ||||
GOS price per kilo under existing supply agreement (in dollars per kilo) | $ / kg | 2,000 |
COMMITMENTS AND CONTINGENCIES28
COMMITMENTS AND CONTINGENCIES (Detail Textuals 4) | Jul. 09, 2015USD ($)ft² | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Commitments And Contingencies [Line Items] | |||
Period of lease agreement | 2 years | ||
Minimum monthly rent | $ 5,000 | ||
Percentage of increase in annual rent | 3.00% | ||
Century Park | |||
Commitments And Contingencies [Line Items] | |||
Period of lease agreement | 61 months | ||
Minimum annual rent | $ 9,174 | ||
Area of lease | ft² | 2,780 | ||
Base rent per month for months 2 through 13 of term | $ 9,174 | ||
Maximum rent per month for months 50 through 61 | $ 10,325 | ||
Term of option to extend lease | 5 years | ||
General and administrative expense | |||
Commitments And Contingencies [Line Items] | |||
Rent expenses incurred | $ 45,000 | $ 45,000 |
STOCKHOLDERS' DEFICIT AND PRE29
STOCKHOLDERS' DEFICIT AND PREFERRED STOCK SUBJECT TO REDEMPTION (Detail Textuals) | 1 Months Ended | |||
Jun. 17, 2015 | Sep. 30, 2015$ / sharesshares | Jun. 29, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 50,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Reverse stock split | 7.15 | |||
Common stock, shares issued | 7,792,433 | 465,378 | ||
Common stock, shares outstanding | 7,792,433 | 465,378 |
STOCKHOLDERS' DEFICIT AND PRE30
STOCKHOLDERS' DEFICIT AND PREFERRED STOCK SUBJECT TO REDEMPTION (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 29, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 8,887,500 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Number of preferred stock and preferred stock subject to redemption converted into common stock (in shares) | 3,322,650 | ||
Series A-1 Preferred stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 7,200,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Preferred stock, Annual dividend rate, per share | $ 0.00556 | ||
Original issue price per share, per share | 0.07 | ||
Series A-2 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,687,500 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Preferred stock, Annual dividend rate, per share | 0.032 | ||
Original issue price per share, per share | 0.40 | ||
Series A-3 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 4,220,464 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Liquidation preference, per share | 0.62 | ||
Preferred stock, Annual dividend rate, per share | 0.04957 | ||
Original issue price per share, per share | 0.62 | ||
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 7,658,182 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Liquidation preference, per share | 1.19 | ||
Preferred stock, Annual dividend rate, per share | 0.09524 | ||
Preferred stock, undeclared dividends in arrears (in dollars) | $ 2 | $ 1.7 | |
Purchase price, per share | 1.19 | ||
Series C preferred stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 4,500,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Liquidation preference, per share | 1.30 | ||
Preferred stock, Annual dividend rate, per share | 0.104 | ||
Purchase price, per share | $ 1.30 |
STOCKHOLDERS' DEFICIT AND PRE31
STOCKHOLDERS' DEFICIT AND PREFERRED STOCK SUBJECT TO REDEMPTION (Detail Textuals 2) - USD ($) | 1 Months Ended | 9 Months Ended |
Jun. 29, 2015 | Sep. 30, 2015 | |
Class of Stock [Line Items] | ||
Offering expenses | $ 2,194,375 | |
Number of preferred stock and preferred stock subject to redemption converted into common stock (in shares) | 3,322,650 | |
Initial Public Offering | ||
Class of Stock [Line Items] | ||
Number of common shares sold | 4,000,000 | |
Shares of common stock sold, per share (in dollars per share) | $ 5 | |
Aggregate gross proceeds from sale of common stock | $ 20,000,000 | |
Underwriting discounts and commissions | 1,600,000 | |
Offering expenses | $ 1,000,000 |
STOCKHOLDERS' DEFICIT AND PRE32
STOCKHOLDERS' DEFICIT AND PREFERRED STOCK SUBJECT TO REDEMPTION (Detail Textuals 3) | 12 Months Ended |
Dec. 31, 2014USD ($)$ / sharesshares | |
Convertible Notes Payable | Two Thousand Fourteen Notes | |
Class of Stock [Line Items] | |
Unpaid principal on convertible notes | $ | $ 535,000 |
Accrued interest on convertible notes | $ | 18,342 |
Convertible Notes Payable | Two Thousand Fourteen Notes One | |
Class of Stock [Line Items] | |
Unpaid principal on convertible notes | $ | 70,000 |
Accrued interest on convertible notes | $ | $ 537 |
Warrants | |
Class of Stock [Line Items] | |
Term of warrants issued | 7 years |
Exercise price of warrants | $ / shares | $ 9.30 |
Warrants | Two Thousand Fourteen Notes | |
Class of Stock [Line Items] | |
Convertible notes converted into Warrants | 79,374 |
Warrants | Two Thousand Fourteen Notes One | |
Class of Stock [Line Items] | |
Convertible notes converted into Warrants | 7,589 |
Common Stock | |
Class of Stock [Line Items] | |
Warrants to purchase an aggregate of common stock | 331,358 |
Common Stock | Two Thousand Fourteen Notes | |
Class of Stock [Line Items] | |
Convertible notes converted into Shares | 79,374 |
Common Stock | Two Thousand Fourteen Notes One | |
Class of Stock [Line Items] | |
Convertible notes converted into Shares | 7,589 |
Series C preferred stock | |
Class of Stock [Line Items] | |
Aggregate number of shares issued | 2,369,228 |
Gross proceeds of preferred stock | $ | $ 3,081,893 |
Fair value per share (in dollars per share) | $ / shares | $ 7.83 |
Discount on initial carrying value (in dollars per share) | $ | $ 1.47 |
Series C preferred stock | Two Thousand Fourteen Notes | |
Class of Stock [Line Items] | |
Convertible notes converted into Shares | 567,529 |
Series C preferred stock | Two Thousand Fourteen Notes One | |
Class of Stock [Line Items] | |
Convertible notes converted into Shares | 54,259 |
Series C preferred stock | Convertible Notes Payable | |
Class of Stock [Line Items] | |
Convertible notes converted into Shares | 535,000 |
Percentage of price per share | 75.00% |
Additional interest expense | $ | $ 184,445 |
Percentage of convertible debt and accrued interest | 100.00% |
Note unpaid principal balance | $ | $ 70,000 |
STOCKHOLDERS' DEFICIT AND PRE33
STOCKHOLDERS' DEFICIT AND PREFERRED STOCK SUBJECT TO REDEMPTION (Detail Textuals 4) - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 26, 2015 | Nov. 30, 2010 | Sep. 30, 2015 | |
Research and Development Agreement & License | Kolu Pohaku Technologies, LLC | |||
Stockholders Deficit And Preferred Stock Subject To Redemption [Line Items] | |||
Payments received for performing research and development activities | $ 1,750,000 | ||
Payment of quarterly royalty | 32,000 | ||
Research and Development Agreement & License | Kolu Pohaku Management, LLC | Series B Preferred Stock | |||
Stockholders Deficit And Preferred Stock Subject To Redemption [Line Items] | |||
Shares issued | 1,469,994 | ||
Put and Call Option Agreement | |||
Stockholders Deficit And Preferred Stock Subject To Redemption [Line Items] | |||
Aggregate converted shares of the common stock upon the closing of the IPO | 205,593 | ||
Put and Call Option Agreement | Kolu Pohaku Technologies, LLC | Series B Preferred Stock | |||
Stockholders Deficit And Preferred Stock Subject To Redemption [Line Items] | |||
Payments received for performing research and development activities | $ 1,750,000 | ||
Put and Call Option Agreement | Kolu Pohaku Management, LLC | Series B Preferred Stock | |||
Stockholders Deficit And Preferred Stock Subject To Redemption [Line Items] | |||
Shares issued | 1,469,994 | ||
Preferred stock original issue price | $ 1.19 |
WARRANTS (Details)
WARRANTS (Details) - Seven-year warrants | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants | |
Outstanding at December 31, 2014 | shares | 418,321 |
Granted | shares | |
Exercised/Expired/ Forfeited | shares | |
Outstanding at September 30, 2015 | shares | 418,321 |
Exercisable at September 30, 2015 | shares | 418,321 |
Weighted Average Exercise Price | |
Outstanding at December 31, 2014 | $ 9.30 |
Granted | |
Exercised/Expired/ Forfeited | |
Outstanding at September 30, 2015 | $ 9.30 |
Exercisable at September 30, 2015 | $ 9.30 |
WARRANTS (Detail Textuals)
WARRANTS (Detail Textuals) - Seven-year warrants - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | ||
Number of common stock called by warrants | 418,321 | |
Exercise price of warrants (in dollars per share) | $ 9.30 | $ 9.30 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Expected dividend yield | [1] | 0.00% | 0.00% | 0.00% | |
Expected stock-price volatility, Minimum | [1] | 56.12% | 51.45% | 55.32% | |
Expected stock-price volatility, Maximum | [1] | 64.24% | 67.08% | 64.24% | |
Risk-free interest rate, Minimum | [1] | 0.94% | 0.77% | 0.94% | |
Risk-free interest rate, Maximum | [1] | 2.58% | 2.07% | 3.04% | |
Term of options | 10 years | 10 years | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price | $ 5.86 | $ 5.86 | $ 5.86 | $ 5.86 | |
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price | 5.86 | 5.86 | |||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price | $ 1.17 | $ 1.17 | |||
[1] | During the three months ended September 30, 2015, the Company has no unvested options for non-employees and no new option was granted to either employees and non-employees during the period. |
STOCK-BASED COMPENSATION (Det37
STOCK-BASED COMPENSATION (Details 1) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Number of Common Shares Underlying Options Granted | shares | |
Exercise Price per Common Share | |
Stock Options | Grant year 2005 | |
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 |
Stock Options | Grant year 2009 | |
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 |
Stock Options | Grant year 2009 | Minimum | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 0.72 |
Intrinsic Value Option | 3.64 |
Stock Options | Grant year 2009 | Maximum | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 0.79 |
Intrinsic Value Option | $ 3.71 |
Stock Options | Grant year 2011 | |
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 |
Estimated Fair Value per Share of Common Stock | 1 |
Intrinsic Value Option | $ 0 |
Stock Options | Grant year 2012 | |
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 |
Stock Options | Grant year 2013 | |
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 |
Stock Options | Grant year 2013 | Minimum | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 1.14 |
Stock Options | Grant year 2013 | Maximum | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | $ 1.30 |
Stock Options | Grant year 2014 | |
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 |
Stock Options | Grant year 2014 | Minimum | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | 5.86 |
Stock Options | Grant year 2014 | Maximum | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |
Exercise Price per Common Share | $ 13.23 |
STOCK-BASED COMPENSATION (Det38
STOCK-BASED COMPENSATION (Details 2) - $ / shares | 9 Months Ended |
Sep. 30, 2015 | |
Number of Options | |
Outstanding at December 31, 2014 | 1,952,516 |
Granted | |
Exercised/ Expired/ Forfeited | (47,281) |
Outstanding at September 30, 2015 | 1,905,235 |
Exercisable at September 30, 2015 | 584,960 |
Expected to be vested | 1,320,275 |
Weighted Average Exercise Price | |
Outstanding at December 31, 2014 | $ 7.022 |
Granted | |
Exercised/ Expired/ Forfeited | $ (1.249) |
Outstanding at September 30, 2015 | 7.165 |
Exercisable at September 30, 2015 | 5.202 |
Expected to be vested | $ 8.034 |
STOCK-BASED COMPENSATION (Det39
STOCK-BASED COMPENSATION (Detail Textuals) - 2015 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2015shares | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum aggregate number of shares of common stock authorized to issue | 206,448 |
Description of exercise price for stock options | 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 nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the Plans shall vest as determined by the Board of Directors but shall not exceed a ten-year period. |
Stock Options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period of options | 10 years |
Incentive stock option | Employee - 10% stockholder | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold percentage of fair market value per share on grant date as exercise price of options | 110.00% |
Incentive stock option | Other employee | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold percentage of fair market value per share on grant date as exercise price of options | 100.00% |
Nonstatutory stock option | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold percentage of fair market value per share on grant date as exercise price of options | 100.00% |
STOCK-BASED COMPENSATION (Det40
STOCK-BASED COMPENSATION (Detail Textuals 1) - USD ($) | 1 Months Ended | 9 Months Ended | 108 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted | ||||
Number of options outstanding | 1,952,516 | 1,905,235 | ||
Options granted, exercise price per share | ||||
Stock based compensation expense | $ 2,432,045 | $ 3,448 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost of nonvested stock awards | $ 2,400,000 | |||
Weighted average period of compensation cost expected to be recognized | 1 year 7 months 6 days | |||
Stock Options | Executive officers and employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted | 206,172 | |||
Number of options outstanding | 1,914,605 | 1,872,647 | ||
Options to purchase common stock | (41,958) | |||
Number of options expired or exercised | 82,107 | |||
Stock Options | Executive officers and employees | General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,400,000 | $ 2,500 | ||
Stock Options | Executive Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted | 1,790,540 | |||
Term of employee share base compensation arrangement | 10 years | |||
Stock Options | Non-employee directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option to be granted | 10,000 | |||
Remaining options vesting monthly in equal amounts, period | 36 months | |||
Stock Options | Non-employee directors | First anniversary of the vesting commencement date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage of option | 25.00% | |||
Stock Options | Minimum | Executive officers and employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted, exercise price per share | $ 0.79 | |||
Stock Options | Maximum | Executive officers and employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted, exercise price per share | $ 1.27 |
STOCK-BASED COMPENSATION (Det41
STOCK-BASED COMPENSATION (Detail Textuals 2) - USD ($) | 9 Months Ended | 129 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Number of options granted | ||||
Number of options outstanding | 1,905,235 | 1,905,235 | 1,952,516 | |
Exercise price of outstanding options | $ 7.165 | $ 7.165 | $ 7.022 | |
Stock Options | Consultants | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Number of options granted | 106,573 | |||
Number of options subject to alternate vesting schedule | 7,271 | |||
Number of options forfeited or exercised | 73,985 | |||
Number of options outstanding | 32,588 | 32,588 | ||
Remaining options vesting monthly in equal amounts, period | 36 months | |||
Stock Options | Consultants | Research and development expense | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Nonemployee stock based compensation expense | $ 700 | $ 1,000 | ||
Stock Options | Consultants | First anniversary of the vesting commencement date | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Vesting percentage of option | 25.00% | |||
Stock Options | Consultants | Minimum | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Exercise price of outstanding options | $ 0.72 | $ 0.72 | ||
Stock Options | Consultants | Maximum | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Exercise price of outstanding options | $ 1.14 | $ 1.14 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Andela Group Inc | Corporate management, strategic and financial consulting | General and administrative expense | ||
Related Party Transaction [Line Items] | ||
Related party transaction expense | $ 48,000 | $ 146,000 |