Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | NEUROONE MEDICAL TECHNOLOGIES Corp |
Entity Central Index Key | 1,500,198 |
Amendment Flag | false |
Trading Symbol | NMTC |
Document Type | S1 |
Document Period End Date | Jun. 30, 2018 |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash | $ 22,608 | $ 26,467 | $ 522,217 |
Prepaid expenses | 619 | 7,146 | 53,823 |
Total current assets | 23,227 | 33,613 | 576,040 |
Intangible assets, net | 206,469 | 216,372 | 180,890 |
Total assets | 229,696 | 249,985 | 756,930 |
Current liabilities: | |||
Accounts payable | 82,193 | ||
Accrued expenses | 1,478,678 | 1,021,617 | 264,343 |
Unsecured loan | 283,000 | ||
Short-term promissory notes | 253,000 | 50,000 | |
Convertible promissory notes, net and accrued interest - current portion | 1,129,781 | 2,168,340 | 225,197 |
Premium conversion derivatives | 328,609 | 462,174 | 137,650 |
Total current liabilities | 3,302,261 | 3,905,131 | 677,190 |
Convertible promissory notes, net and accrued interest | 2,050,613 | ||
Warrant liability | 1,977,363 | 1,381,465 | 345,960 |
Other liabilities | 188,000 | ||
Total liabilities | 7,518,237 | 5,286,596 | 1,023,150 |
Commitments and contingencies (Note 4) | |||
Stockholders' deficit: | |||
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of June 30, 2018 and December 31, 2017; no shares issued or outstanding as of June 30, 2018 and December 31, 2017. | |||
Common stock, $0.001 par value; 100,000,000 shares authorized as of June 30, 2018 and December 31, 2017; and 8,014,994 and 7,864,994 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively. | 8,015 | 7,865 | 31 |
Additional paid-in capital | 646,000 | 280,320 | 119 |
Accumulated deficit | (7,942,556) | (5,324,796) | (266,370) |
Total stockholders' deficit | (7,288,541) | (5,036,611) | (266,220) |
Total liabilities and stockholders' deficit | $ 229,696 | $ 249,985 | $ 756,930 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 5,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 45,000,000 |
Common stock, shares issued | 8,014,994 | 7,864,994 | 5,216,565 |
Common stock, shares outstanding | 8,014,994 | 7,864,994 | 5,216,565 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Oct. 26, 2016 | Dec. 31, 2017 | |
Operating expenses: | |||||||
General and administrative | $ 946,685 | $ 731,973 | $ 1,939,120 | $ 1,175,990 | |||
Research and development | 225,529 | 156,716 | 330,574 | 228,757 | |||
Total operating expenses | 1,172,214 | 888,689 | 2,269,694 | 1,404,747 | |||
Loss from operations | (1,172,214) | (888,689) | (2,269,694) | (1,404,747) | |||
Interest expense | (304,403) | (350,049) | (497,437) | (563,599) | |||
Net change in fair value for the warrant liability and premium conversion derivatives | 215,631 | (55,585) | 335,591 | (55,553) | |||
Loss on convertible notes and short-term notes extinguishment, net | (186,220) | ||||||
Net loss | $ (1,260,986) | $ (1,294,323) | $ (2,617,760) | $ (2,023,899) | |||
Net loss per share: | |||||||
Basic and diluted | $ (0.16) | $ (0.22) | $ (0.33) | $ (0.37) | |||
Number of shares used in per share calculations: | |||||||
Basic and diluted | 7,967,741 | 5,868,995 | 7,916,651 | 5,544,582 | |||
NeuroOne LLC | |||||||
Operating expenses: | |||||||
General and administrative | $ 6,657 | ||||||
Research and development | |||||||
Total operating expenses | 6,657 | ||||||
Loss from operations | (6,657) | ||||||
Interest expense | (11,947) | ||||||
Loss on convertible notes and short-term notes extinguishment, net | |||||||
Net loss | $ (18,604) | ||||||
Successor | |||||||
Operating expenses: | |||||||
General and administrative | $ 182,667 | $ 2,336,988 | |||||
Research and development | 735,333 | ||||||
Total operating expenses | 182,667 | 3,072,321 | |||||
Loss from operations | (182,667) | (3,072,321) | |||||
Interest expense | (83,297) | (1,395,138) | |||||
Net change in fair value for the warrant liability and premium conversion derivatives | (406) | (240,053) | |||||
Loss on convertible notes and short-term notes extinguishment, net | (350,914) | ||||||
Net loss | $ (266,370) | $ (5,058,426) | |||||
Net loss per share: | |||||||
Basic and diluted | $ (0.06) | $ (0.77) | |||||
Number of shares used in per share calculations: | |||||||
Basic and diluted | 4,421,092 | 6,610,072 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders'/Member Deficit - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance (NeuroOne LLC) at Dec. 31, 2015 | $ (14,141) | |||
Issuance of additional warrants in connection with short-term notes modification | NeuroOne LLC | ||||
Net loss | NeuroOne LLC | (18,604) | |||
Balance (NeuroOne LLC) at Oct. 26, 2016 | (32,745) | |||
Balance (Successor) at Oct. 06, 2016 | ||||
Balance, shares (Successor) at Oct. 06, 2016 | ||||
Issuance of common shares to subscription holders | Successor | 9,050 | $ 30 | 9,020 | |
Issuance of common shares to subscription holders, shares | Successor | 5,131,514 | |||
Issuance of common shares in connection with the merger with NeuroOne LLC | Successor | 150 | $ 1 | 149 | |
Issuance of common shares in connection with the merger with NeuroOne LLC , shares | Successor | 85,051 | |||
Subscription receivable | Successor | (9,050) | (9,050) | ||
Issuance of additional warrants in connection with short-term notes modification | Successor | ||||
Net loss | Successor | (266,370) | (266,370) | ||
Balance (Successor) at Dec. 31, 2016 | (266,220) | $ 31 | 119 | (266,370) |
Balance at Dec. 31, 2016 | (266,220) | |||
Balance, shares (Successor) at Dec. 31, 2016 | 5,216,565 | |||
Transfer of shares in connection with merger | Successor | $ 1,573 | (1,573) | ||
Transfer of shares in connection with merger, shares | Successor | 1,573,000 | |||
Par value change in connection with merger | Successor | 5,186 | (5,186) | ||
Issuance of stock in connection with intellectual license agreement | Successor | 23,415 | $ 860 | 22,555 | |
Issuance of stock in connection with intellectual license agreement, shares | Successor | 859,976 | |||
Issuance of restricted stock award | Successor | 7,220 | $ 215 | 7,005 | |
Issuance of restricted stock award, shares | Successor | 215,453 | |||
Stock-based compensation | Successor | 69,574 | 69,574 | ||
Issuance of warrants | Successor | 61,496 | 61,496 | ||
Issuance of additional warrants in connection with short-term notes modification | Successor | 117,280 | 117,280 | ||
Forgiveness of subscription receivable | Successor | 9,050 | 9,050 | ||
Net loss | Successor | (5,058,426) | (5,058,426) | ||
Balance (Successor) at Dec. 31, 2017 | (5,036,611) | $ 7,865 | $ 280,320 | $ (5,324,796) |
Balance at Dec. 31, 2017 | (5,036,611) | |||
Balance, shares (Successor) at Dec. 31, 2017 | 7,864,994 | |||
Net loss | (2,617,760) | |||
Balance at Jun. 30, 2018 | $ (7,288,541) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Oct. 26, 2016 | Dec. 31, 2017 | |
Operating activities | |||||
Net loss | $ (2,617,760) | $ (2,023,899) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization | 9,903 | 9,104 | |||
Stock-based services expense | 373,947 | 11,849 | |||
Forgiveness of share subscription agreement for founders' shares | 9,051 | ||||
Non-cash interest on short-term and convertible promissory notes | 120,411 | 43,856 | |||
Non-cash discount amortization on convertible and short-term promissory notes | 377,026 | 482,505 | |||
Note issuance costs attributed to warrant liability | 38,119 | ||||
Revaluation of premium conversion derivatives | (351,616) | 74,806 | |||
Revaluation of warrant liability | 16,025 | (19,253) | |||
Loss on convertible notes and short-term notes extinguishment | 186,220 | ||||
Change in assets and liabilities: | |||||
Prepaid expenses | 6,527 | 46,677 | |||
Accounts payable and accrued expenses | 584,458 | 414,019 | |||
Net cash used in operating activities | (1,294,859) | (913,166) | |||
Investing activities | |||||
Purchase of intangible assets | (55,000) | ||||
Net cash used in investing activities | (55,000) | ||||
Financing activities | |||||
Proceeds from issuance of convertible promissory notes | 432,849 | 484,201 | |||
Proceeds from issuance of warrants associated with short-term and convertible promissory notes | 442,151 | 440,919 | |||
Proceeds (repayment) from short-term unsecured loan | 283,000 | (50,000) | |||
Issuance costs related to convertible promissory notes | (33,039) | ||||
Advances relating to long-term financing | 188,000 | ||||
Issuance costs related to warrants | (29,570) | ||||
Net cash provided by financing activities | 1,346,000 | 812,511 | |||
Net (decrease) increase in cash | (3,859) | (100,655) | |||
Cash at beginning of period | 26,467 | 522,217 | $ 522,217 | ||
Cash at end of period | $ 522,217 | 22,608 | 421,562 | 26,467 | |
Supplemental non-cash financing and investing transactions: | |||||
Bifurcation of premium conversion derivative related to convertible promissory notes | 168,383 | 213,961 | |||
Accrued issuance costs attributed to convertible promissory notes | 2,850 | 39,781 | |||
Accrued issuance costs attributed to warrant liability | 38,119 | ||||
Common stock issued in connection with purchase of intangible assets | 23,115 | ||||
NeuroOne LLC | |||||
Operating activities | |||||
Net loss | $ (18,604) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization | 6,471 | ||||
Stock-based services expense | |||||
Forgiveness of share subscription agreement for founders' shares | |||||
Non-cash interest on convertible promissory notes | |||||
Non-cash discount amortization on convertible and short-term promissory notes | |||||
Note issuance costs attributed to warrant liability and to convertible promissory note modification | |||||
Revaluation of premium conversion derivatives | |||||
Revaluation of warrant liability | |||||
Loss on convertible notes and short-term notes extinguishment | |||||
Change in assets and liabilities: | |||||
Prepaid expenses | |||||
Accounts payable | 186 | ||||
Accrued expenses | 11,947 | ||||
Net cash used in operating activities | |||||
Investing activities | |||||
Purchase of intangible assets | |||||
Net cash used in investing activities | |||||
Financing activities | |||||
Proceeds from issuance of convertible promissory notes and short-term notes | |||||
Proceeds from issuance of warrants associated with short-term and convertible promissory notes | |||||
Proceeds from issuance of warrants associated with short-term notes | |||||
(Repayment) proceeds from short term unsecured loan | |||||
Issuance costs related to short-term note | |||||
Issuance costs related to convertible promissory notes | |||||
Issuance costs related to warrants | |||||
Net cash provided by financing activities | |||||
Net (decrease) increase in cash | |||||
Cash at beginning of period | |||||
Cash at end of period | |||||
Supplemental non-cash financing and investing transactions: | |||||
Bifurcation of premium conversion derivative related to convertible promissory notes | |||||
Issuance of additional warrants in connection with short-term notes modification | |||||
Issuance of common stock for intangible assets | |||||
Purchased intangible assets in accrued liabilities | |||||
Accrued issuance costs attributed to convertible promissory notes | |||||
Accrued issuance costs attributed to warrant liability | |||||
Common stock issued in connection with purchase of intangible assets | |||||
Successor | |||||
Operating activities | |||||
Net loss | (266,370) | (5,058,426) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization | 1,269 | 17,633 | |||
Stock-based services expense | 76,794 | ||||
Forgiveness of share subscription agreement for founders' shares | 9,050 | ||||
Non-cash interest on convertible promissory notes | 4,356 | 115,867 | |||
Non-cash discount amortization on convertible and short-term promissory notes | 41,514 | 1,242,031 | |||
Note issuance costs attributed to warrant liability and to convertible promissory note modification | 36,546 | 38,119 | |||
Revaluation of premium conversion derivatives | 86 | (17,962) | |||
Revaluation of warrant liability | 320 | 258,015 | |||
Loss on convertible notes and short-term notes extinguishment | 350,914 | ||||
Change in assets and liabilities: | |||||
Prepaid expenses | (53,823) | 46,677 | |||
Accounts payable | |||||
Accrued expenses | 60,319 | 813,215 | |||
Net cash used in operating activities | (175,783) | (2,108,073) | |||
Investing activities | |||||
Purchase of intangible assets | (91,709) | ||||
Net cash used in investing activities | (91,709) | ||||
Financing activities | |||||
Proceeds from issuance of convertible promissory notes and short-term notes | 354,360 | 1,004,134 | |||
Proceeds from issuance of warrants associated with short-term and convertible promissory notes | 345,640 | 777,490 | |||
Proceeds from issuance of warrants associated with short-term notes | 61,496 | ||||
(Repayment) proceeds from short term unsecured loan | 50,000 | (50,000) | |||
Issuance costs related to short-term note | (3,030) | ||||
Issuance costs related to convertible promissory notes | (26,306) | (45,468) | |||
Issuance costs related to warrants | (25,694) | (40,590) | |||
Net cash provided by financing activities | 698,000 | 1,704,032 | |||
Net (decrease) increase in cash | 522,217 | (495,750) | |||
Cash at beginning of period | $ 26,467 | $ 522,217 | 522,217 | ||
Cash at end of period | 522,217 | 26,467 | |||
Supplemental non-cash financing and investing transactions: | |||||
Bifurcation of premium conversion derivative related to convertible promissory notes | 137,564 | 342,486 | |||
Issuance of additional warrants in connection with short-term notes modification | 117,280 | ||||
Issuance of common stock for intangible assets | 150 | ||||
Purchased intangible assets in accrued liabilities | 182,009 | 30,000 | |||
Accrued issuance costs attributed to convertible promissory notes | 11,163 | 57,037 | |||
Accrued issuance costs attributed to warrant liability | 10,852 | 38,119 | |||
Common stock issued in connection with purchase of intangible assets | $ 23,415 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Organization and Basis of Presentation [Abstract] | ||
Organization and Basis of Presentation | NOTE 1 – Organization and Basis of Presentation NeuroOne Medical Technologies Corporation (the “Company”), a Delaware Corporation, was originally incorporated as Original Source Entertainment, Inc. under the laws of the State of Nevada on August 20, 2009. Prior to the closing of the Acquisition (as defined below), the Company completed a series of steps contemplated by a Plan of Conversion pursuant to which the Company, among other things, changed its name to NeuroOne Medical Technologies Corporation, increased its authorized number of shares of common stock from 45,000,000 to 100,000,000, increased its authorized number of shares of preferred stock from 5,000,000 to 10,000,000 and reincorporated in Delaware. On July 20, 2017, the Company, through a wholly owned acquisition subsidiary, acquired 100% of the outstanding capital stock of NeuroOne, Inc. (“NeuroOne”) in a reverse triangular merger and reorganization pursuant to Section 368(a) of the Internal Revenue Code (the “Acquisition”). The Acquisition was accounted for as a capital transaction, or reverse recapitalization. NeuroOne was the accounting acquirer in this transaction. As such, the historical financial statements of NeuroOne reflect operations of the Company for all periods presented prior to the date of the Acquisition. The accompanying condensed consolidated financial statements subsequent to the Acquisition include those of the Company, as well as those of its wholly owned subsidiary NeuroOne. Subsequent to the Acquisition, the Company’s operating activities became the same as those of NeuroOne, an early-stage medical technology company developing comprehensive neuromodulation cEEG and sEEG monitoring, ablation, and brain stimulation solutions to diagnose and treat patients with epilepsy, Parkinson’s disease, essential tremors, and other brain related disorders that may benefit from artificial intelligence. To date, the Company has recorded no product sales and has a limited expense history. The Company is a development stage company and its activities to date have included raising capital to fund the development of its proprietary technology and seek regulatory clearances required to initiate commercial activities. The Company is based in Eden Prairie, Minnesota. Acquisition of NeuroOne, Inc. The Acquisition was consummated on July 20, 2017 (the “Closing”) and, pursuant to the terms of the merger agreement, (i) all outstanding shares of common stock of NeuroOne, par value $0.0001 per share (the “NeuroOne Shares”), were exchanged for shares of the Company’s common stock, par value $0.001 per share (the “Company Shares”), based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share (the “Exchange Ratio”), resulting in the Company issuing, on July 20, 2017, an aggregate of 6,291,994 Company Shares for all of the then-outstanding NeuroOne Shares, (ii) all outstanding options of NeuroOne were replaced with options to purchase Company Shares based on the Exchange Ratio, with corresponding adjustments to their respective exercise prices, pursuant to which the Company reserved 992,265 Company Shares for issuance upon the exercise of options, (iii) all warrants of NeuroOne were replaced with warrants to purchase Company Shares and (iv) the Company assumed the outstanding convertible promissory notes of NeuroOne. NeuroOne options had been issued pursuant to the NeuroOne 2016 Equity Incentive Plan. Pursuant to the merger agreement, the Company assumed the NeuroOne 2016 Equity Incentive Plan upon the Closing. Pursuant to the Acquisition, the Company acquired 100% of NeuroOne Shares in exchange for the issuance of Company Shares and NeuroOne became the Company’s wholly-owned subsidiary. Also at the Closing, Mr. Samad (the majority owner of the Company prior to the Acquisition) tendered for cancellation 3,500,000 Company Shares held by him as part of the conditions to Closing. All issued and outstanding common stock share amounts, options for common stock and per share amounts contained in the consolidated financial statements were retroactively adjusted to reflect the Exchange Ratio for all periods presented. Basis of presentation The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements may not include all disclosures required by U.S. GAAP; however, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2017 included in the Annual Report on Form 10-K for the year ended December 31, 2017. The condensed balance sheet at December 31, 2017 was derived from the audited financial statements of the Company. In the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, have been made. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods. Certain prior period balances have been reclassified to conform to the current period presentation. Specifically, the Company reclassified all fair market valuation adjustments related to the warrant liability and to the premium conversion derivative from interest expense to a separate line item on the condensed consolidated statements of operations. | NOTE 1 – Organization and Nature of Operations NeuroOne Medical Technologies Corporation (the “Company”, the “Successor” and NeuroOne LLC the “Predecessor”), a Delaware Corporation, was originally incorporated as Original Source Entertainment, Inc. under the laws of the State of Nevada on August 20, 2009. Prior to the closing of the Acquisition (as defined below), the Company completed a series of steps contemplated by a Plan of Conversion pursuant to which the Company, among other things, changed its name to NeuroOne Medical Technologies Corporation, increased its authorized number of shares of common stock from 45,000,000 to 100,000,000, increased its authorized number of shares of preferred stock from 5,000,000 to 10,000,000 and reincorporated in Delaware. On July 20, 2017, the Company, through a wholly owned acquisition subsidiary, acquired 100% of the outstanding capital stock of NeuroOne, Inc. (“NeuroOne”) in a reverse triangular merger and reorganization pursuant to Section 368(a) of the Internal Revenue Code (the “Acquisition”). The Acquisition was accounted for as a capital transaction, or reverse recapitalization. NeuroOne was the accounting acquirer in this transaction. As such, the historical financial statements of NeuroOne and its predecessor NeuroOne LLC (the “LLC”) reflect operations of the Company for all periods presented prior to the date of Acquisition. NeuroOne was formed on October 7, 2016 and acquired the LLC on October 27, 2016 (the “Merger”) as described more fully below. The accompanying consolidated financial statements subsequent to the Acquisition include those of the Company, as well as those of its wholly owned subsidiary NeuroOne. Subsequent to the Acquisition, the Company’s operating activities became the same as those of NeuroOne, an early-stage medical technology company developing comprehensive neuromodulation cEEG and sEEG monitoring, ablation, and brain stimulation solutions to diagnose and treat patients with epilepsy, Parkinson’s disease, essential tremors, and other brain related disorders. To date, the Company has recorded no product sales and has a limited expense history. The Company is currently raising capital to fund the development of its proprietary technology and is seeking regulatory clearances required to initiate commercial activities. The Company is based in Eden Prairie, Minnesota. Acquisition of NeuroOne, Inc. The Acquisition was consummated on July 20, 2017 (the “Closing”) and, pursuant to the terms of the merger agreement, (i) all outstanding shares of common stock of NeuroOne, par value $0.0001 per share (the “NeuroOne Shares”), were exchanged for shares of the Company’s common stock, par value $0.001 per share (the “Company Shares”), based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share (the “Exchange Ratio”), resulting in the Company issuing, on July 20, 2017, an aggregate of 6,291,994 Company Shares for all of the then-outstanding NeuroOne Shares, (ii) all outstanding options of NeuroOne were replaced with options to purchase Company Shares based on the Exchange Ratio, with corresponding adjustments to their respective exercise prices, pursuant to which the Company reserved 992,265 Company Shares for issuance upon the exercise of options, (iii) all warrants of NeuroOne were replaced with warrants to purchase Company Shares and (iv) the Company assumed the outstanding convertible promissory notes of NeuroOne. NeuroOne options had been issued pursuant to the NeuroOne 2016 Equity Incentive Plan. Pursuant to the merger agreement, the Company assumed the NeuroOne 2016 Equity Incentive Plan upon the Closing. Pursuant to the Acquisition, the Company acquired 100% of NeuroOne Shares in exchange for the issuance of Company Shares and NeuroOne became the Company’s wholly-owned subsidiary. Also at the Closing, Mr. Samad (the majority owner of the Company prior to the Acquisition) tendered for cancellation 3,500,000 Company Shares held by him as part of the conditions to Closing. All issued and outstanding common stock share amounts, options for common stock and per share amounts contained in the consolidated financial statements were retroactively adjusted to reflect the Exchange Ratio for all periods presented. Par value stated capital amounts have not been retroactively adjusted, and the number of authorized shares for common and preferred stock and their respective par values per share as of December 31, 2016 reflect those of the Company prior to the Acquisition. Merger of NeuroOne, Inc. and NeuroOne LLC The LLC was formed on December 12, 2013 and operated as a limited liability company until it was merged with and into NeuroOne on October 27, 2016 with NeuroOne as the surviving entity of the “Merger”. NeuroOne was formed on October 7, 2016 under different ownership than the LLC. As a result of the Merger, all of the properties, rights, privileges and powers of the LLC vested in NeuroOne, and all debts, liabilities and duties of the LLC became the debts, liabilities and duties of NeuroOne with the exception of the LLC’s license agreement with Wisconsin Alumni Research Foundation (“WARF”) which required WARF’s approval for transfer (See Note 4 – Commitments and Contingencies). The purpose of the Merger was to change the jurisdiction of NeuroOne’s incorporation from Minnesota to Delaware, change the ownership of the LLC’s underlying assets, and to convert from a limited liability company to a corporation. NeuroOne and the LLC were not entities under common control. As the LLC did not have an integrated set of activities that contained the required complement of inputs, processes and outputs to be considered a business, the Merger was accounted for as an asset acquisition as prescribed under Accounting Standards Codification (ASC) 805 – Business Combinations |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Going Concern [Abstract] | ||
Going Concern | NOTE 2 – Going Concern The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $7,942,556 as of June 30, 2018. The Company does not have adequate liquidity to fund its operations throughout fiscal 2018 without raising additional funds. These factors raise substantial doubt about its ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this condition. Management intends to continue to seek additional financing to fund operations. If the Company is not able to raise additional working capital, it will have a material adverse effect on the operations of the Company and the development of its technology. From inception through June 30, 2018, the Company has completed unsecured loan financings for gross proceeds of $283,000, a $253,000 short-term promissory note financing (which notes were amended and restated to become convertible promissory notes as described below), a $1,625,120 convertible promissory note financing of a planned $2.5 million subscription and a second $1,540,000 convertible promissory note financing of a planned $2.0 million subscription. See Note 14 – Subsequent Events for financing transactions that have closed after June 30, 2018. The Company does not have adequate liquidity to fund its operations throughout fiscal 2018 without raising additional funds. Management intends to continue to seek additional debt and/or equity financing to fund operations. However, if the Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company’s operations. If management is unable to obtain the necessary capital, it may have to cease operations. | NOTE 2 - Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. The Company has incurred losses since inception and had an accumulated deficit of $5,324,796 as December 31, 2017. Prior to the Merger, the LLC also incurred losses since its inception and had cumulative losses of $49,930 as of the date of the Merger. The Company does not have adequate liquidity to fund its operations throughout fiscal 2018 without raising additional funds. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this condition. If the Company is not able to raise additional working capital, it will have a material adverse effect on the operations of the Company and the development of its technology. Through December 31, 2017, the Company has completed both a $253,000 short-term promissory note financing, a $1,625,120 convertible promissory note financing of a planned $2.5 million subscription and a second $665,000 convertible note promissory financing of a planned $1.5 million subscription. The Company does not have adequate liquidity to fund its operations throughout fiscal 2018 without raising additional funds. Management intends to seek additional debt and/or equity financing to fund operations. However, if the Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company’s operations. If management is unable to obtain the necessary capital, it may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 3 – Summary of Significant Accounting Policies Management’s Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of June 30, 2018, the Company did not have any deposits in excess of federally insured amounts. Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of June 30, 2018 and December 31, 2017, the fair values of cash, other assets, accounts payable, accrued expenses and the unsecured loans approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the short-term and convertible promissory notes of the Company was based on amortized cost which was deemed to approximate fair value. The fair value of the warrant liability and the premium conversion derivatives associated with the short-term and convertible promissory notes of the Company were based on cash flow models discounted at current implied market rates evidenced in recent arms-length transactions representing expected returns by market participants for similar instruments and are based on Level 3 inputs. There were no transfers between fair value hierarchy levels during the three and six months ended June 30, 2018 and 2017. The fair value of financial instruments measured on a recurring basis is as follows: As of June 30, 2018 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,977,363 $ — $ — $ 1,977,363 Premium conversion derivatives 328,609 — — 328,609 Total liabilities at fair value $ 2,305,972 $ — $ — $ 2,305,972 As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,381,465 $ — $ — $ 1,381,465 Premium conversion derivatives 462,174 — — 462,174 Total liabilities at fair value $ 1,843,639 $ — $ — $ 1,843,639 The following table provides a roll-forward of the warrant liability and premium debt conversion derivatives measured at fair value on a recurring basis using unobservable level 3 inputs for the six month periods ended June 30, 2018 and 2017: 2018 2017 Warrant liability Balance as of beginning of period $ 1,381,465 $ 345,960 Value assigned to warrants in connection with convertible promissory and short-term notes 579,873 440,919 Change in fair value of warrant liability 16,025 (19,253 ) Balance as of end of period $ 1,977,363 $ 767,626 2018 2017 Premium debt conversion derivatives Balance as of beginning of period $ 462,174 $ 137,650 Value assigned to the underlying derivatives in connection with convertible promissory and short-term notes 218,051 213,961 Change in fair value of premium debt conversion derivatives (351,616 ) 74,806 Balance as of end of period $ 328,609 $ 426,417 Intellectual Property NeuroOne LLC, the predecessor to NeuroOne, entered into two licensing agreements with major research institutions, which allows for access to certain patented technology and know-how. Payments under those agreements, not related to royalties, are capitalized and amortized to general and administrative expense over the expected useful life of the acquired technology. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consists entirely of licensed intellectual property for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The Company assesses the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Through June 30, 2018, the Company has not impaired any long-lived assets. Debt Issuance Costs Debt issuance costs are recorded as a reduction of the convertible promissory notes and short-term notes when applicable. Amortization of debt issuance costs is calculated using the straight-line method over the term of the short-term notes and convertible promissory notes, which approximates the effective interest method, and is recorded in interest expense in the accompanying consolidated statements of operations. Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (ASC) 730, Research and Development Warrant Liability The Company issued warrants to purchase equity securities in connection with the issuance or amendment of short-term and convertible promissory notes. The Company accounts for these warrants as a liability at fair value when the number of shares is not fixed and determinable in cases where warrant pricing protections in future equity financings are not available to other common stockholders. Additionally, issuance costs associated with the warrant liability are expensed as incurred and reflected as interest expense in the accompanying condensed consolidated statements of operations. The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants for any period when pricing protections in future equity financings remain in place, or until such time, if any, as the number of shares to be exercised becomes fixed, at which point the warrants will be classified in stockholders’ (deficit) equity provided that there are sufficient authorized and unissued shares of common stock to settle the warrants and redeem any other contracts that may require settlement in shares of common stock. Any future change in fair value of the warrant liability, when outstanding, is recognized in the consolidated statements of operations. Premium Debt Conversion Derivatives The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded derivatives that require separation from the host debt instrument. An embedded derivative that requires separation is bifurcated from its host debt instrument and a corresponding discount to the host debt instrument is recorded. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the straight-line method which approximates the effective interest method. The separated embedded derivative is accounted for separately on a fair market value basis. The Company records the fair value changes of a separated embedded derivative at each reporting period in the condensed consolidated statements of operations. The Company determined that the redemption features under the amended short-term promissory notes and convertible promissory notes qualified as embedded derivatives and were separated from their debt hosts. Income Taxes For the Company, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Net Loss Per Share For the Company, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s convertible short-term notes, convertible promissory notes, warrants and stock options are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants and stock options. Diluted earnings with respect to the short-term notes and convertible promissory notes utilizing the if-converted method was not applicable during the three and six month periods ended June 30, 2018 and 2017 as no conditions required for conversion had occurred during these periods. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the three and six month periods ended June 30, 2018 and 2017. The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the three and six month periods ended June 30, 2018 and 2017: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Warrants 189,750 (1) 902,834 189,750 (1) 902,834 Stock options 365,716 365,716 365,716 365,716 (1) There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million or a change of control transaction occurs in the future. Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update (ASU) 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2016-09) In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , Revenue from Contracts with Customers (ASC 606) . | NOTE 3 – Summary of Significant Accounting Policies Management’s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2017, the Company did not have any deposits in excess of federally insured amounts. Prior to October 27, 2016, the Company did not maintain a bank account. Any expenses incurred while the Company was organized as an LLC were paid by the sole member of the LLC. Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of December 31, 2017 and 2016, the fair values of cash, other assets, accrued expenses and the unsecured loan approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the short-term and convertible promissory notes of the Company was based on amortized cost which was deemed to approximate fair value. The fair value of the warrant liability and the premium conversion derivative associated with the convertible promissory notes of the Company were based on cash flow models discounted at current implied market rates evidenced in recent arms-length transactions representing expected returns by market participants for similar instruments and are based on Level 3 inputs. There were no transfers between fair value hierarchy levels during the years ended December 31, 2017 or 2016. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,381,465 $ — $ — $ 1,381,465 Premium conversion derivative 462,174 — — 462,174 Total liabilities at fair value $ 1,843,639 $ — $ — $ 1,843,639 As of December 31, 2016 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 345,960 $ — $ — $ 345,960 Premium conversion derivative 137,650 — — 137,650 Total liabilities at fair value $ 483,610 $ — $ — $ 483,610 The following table provides a roll-forward of the warrant liability and premium debt conversion derivative measured at fair value on a recurring basis using unobservable level 3 inputs for the year ended December 31, 2017 and period from October 7, 2016 to December 31, 2016: 2017 2016 Warrant liability Balance as of beginning of period $ 345,960 $ — Issuance of warrants in connection with convertible promissory notes 777,490 345,640 Change in fair value of warrant liability 258,015 320 Balance as of end of period $ 1,381,465 $ 345,960 2017 2016 Premium debt conversion derivative Balance as of beginning of period $ 137,650 $ — Value assigned to the underlying derivative in connection with convertible notes 342,486 137,564 Change in fair value of premium debt conversion derivative (17,962 ) 86 Balance as of end of period $ 462,174 $ 137,650 Intellectual Property The Company and the LLC have entered into two licensing agreements with major research institutions, which allows for access to certain patented technology and know-how. Payments under those agreements are capitalized and amortized to general and administrative expense over the expected useful life of the acquired technology. Impairment of Long-Lived Assets The Company and the LLC evaluate their long-lived assets, which consists entirely of licensed intellectual property for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The Company and the LLC assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Through December 31, 2017, the Company has not impaired any long-lived assets. Debt Issuance Costs Debt issuance costs are recorded as a reduction of the convertible promissory notes and short-term notes when applicable. Amortization of debt issuance costs is calculated using the straight-line method over the term of the convertible promissory notes, which approximates the effective interest method, and is recorded in interest expense in the accompanying consolidated statements of operations. Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses may comprise of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development Warrant Liability The Company issued warrants to purchase equity securities in connection with the issuance of convertible promissory notes (see Note 8 – Convertible Promissory Notes and Warrant Agreements). The Company accounts for these warrants as a liability at fair value when the number of shares is not fixed and determinable in cases where warrant pricing protections in future equity financings are not available to other common stockholders. Additionally, issuance costs associated with the warrant liability are expensed as incurred and reflected as interest expense in the accompanying consolidated statements of operations. The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants for any period when pricing protections in future equity financings remain in place, or until such time, if any, as the number of shares to be exercised becomes fixed, at which point the warrants will be classified in stockholders’ (deficit) equity provided that there are sufficient authorized and unissued shares of common stock to settle the warrants and redeem any other contracts that may require settlement in shares of common stock. Any future change in fair value of the warrant liability, when outstanding, is recognized in the consolidated statements of operations. Premium Debt Conversion Derivative The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded derivatives that require separation from the host debt instrument. An embedded derivative that requires separation is bifurcated from its host debt instrument and a corresponding discount to the host debt instrument is recorded. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the straight-line method which approximates the effective interest method. The separated embedded derivative is accounted for separately on a fair market value basis. The Company records the fair value changes of a separated embedded derivative at each reporting period in the consolidated statements of operations (see Note 8 – Convertible Promissory Notes and Warrant Agreements). The Company determined that the redemption feature under the convertible promissory notes qualified as an embedded derivative and was separated from its debt host with regard to the convertible promissory notes issued in November 2016 through December 2017. Income Taxes For the Company, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of all of the deferred tax asset will not be realized. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law making significant changes to the U.S. tax code. Changes affecting the Company’s consolidated 2017 financial statements include, but are not limited to, a U.S federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. The Company has adjusted the disclosure amounts related to deferred tax assets and the valuation allowance recorded to reflect the new federal corporate tax rates. The LLC operated as a single-member LLC from formation on December 12, 2013 until it was merged into NeuroOne on October 27, 2016 (see Note 11 – Stockholders’/Member Deficit). As such, it was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was included in the financial statements for the period from January 1, 2016 through October 26, 2016. Net Loss Per Share For the Company, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016: 2017 2016 Warrants 189,750 (1) 388,886 Stock options 365,716 — (1) There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million occurs in the future. The LLC was a single-member LLC for which no units were outstanding. Accordingly, earnings per share is not presented for the LLC. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2016-09) In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | NOTE 4 – Commitments and Contingencies Legal From time to time, the Company is subject to litigation and claims arising in the ordinary course of business. In May 2017, NeuroOne received a letter from PMT, the former employer of Mark Christianson and Wade Fredrickson. PMT claimed that these officers had breached their restrictive covenant obligations with PMT by virtue of their work for NeuroOne and such officer’s prior work during employment with the prior employer, that these officers had breached their confidentiality and non-disclosure obligations to PMT and federal and state law by misappropriating confidential and trade secret information, and that the Company is responsible for tortious interference with the contracts. The letter demanded that Mr. Fredrickson (who resigned from the Company in June 2017), Mr. Christianson and NeuroOne cease and desist all competitive activities, that Mr. Fredrickson step down from his position and that Mr. Christianson and NeuroOne provide the former employer access to NeuroOne’s systems to demonstrate that it is not using trade secrets or proprietary information nor competing with the former employer. On March 29, 2018, the Company was served with a complaint filed by PMT adding the Company, NeuroOne and Mr. Christianson to its existing lawsuit against Mr. Fredrickson. In the lawsuit, PMT claims that Mr. Fredrickson and Mr. Christianson breached their non-competition, non-solicitation and non-disclosure obligations, breached their fiduciary duty obligations, were unjustly enriched, engaged in unfair competition, engaged in a civil conspiracy, tortiously interfered with PMT’s contracts and prospective economic advantage, and breached a covenant of good faith and fair dealing. Against Mr. Fredrickson, PMT also alleges that he intentionally or negligently spoliated evidence, made negligent or fraudulent misrepresentations, misappropriated trade secrets in violation of Minnesota law, and committed the tort of conversion and statutory civil theft. Against the Company and NeuroOne, PMT alleges that the Company and NeuroOne were unjustly enriched and engaged in unfair competition. PMT asks the Court to impose a constructive trust over the shares held by Mr. Fredrickson and Mr. Christianson and to award compensatory damages, equitable relief, punitive damages, attorneys’ fees, costs and interest. The Company, NeuroOne and Mr. Christianson (who has not worked for PMT since 2012) intend to defend themselves vigorously. On April 18, 2018, Mr. Christianson, the Company and NeuroOne filed a motion for dismissal, which has not yet been heard by the Court. They argue that: the contract claims against Mr. Christianson fail because his agreement was not supported by consideration; the Minnesota Uniform Trade Secrets Act preempts plaintiff's claims for unfair competition, civil conspiracy and unjust enrichment; plaintiff fails to state a claim regarding alleged breach of the duties of loyalty and good faith/fair dealing; plaintiff cannot legally obtain a constructive trust; plaintiff has insufficiently pled its tortious interference claims; and Plaintiff has not stated a claim for unfair competition. The outcome and potential loss related to this matter is unknown as of June 30, 2018. | NOTE 4 – Commitments and Contingencies WARF License Agreement On October 1, 2014, the LLC entered into an exclusive start-up company license agreement with the Wisconsin Alumni Research Foundation (“WARF”) for WARF’s neural probe array and thin film electrode technology (the “2014 WARF Agreement”). The LLC was to make $110,000 in milestone payments depending on achievement of certain development and approval milestones or within twelve months of signing the 2014 WARF Agreement. Additionally, if the LLC was successful in obtaining regulatory approval, the LLC was to pay royalties to WARF on a percentage of net sales of products of the licensed technology. Under the terms of the 2014 WARF Agreement, amounts that remained unpaid more than 30 days after they were due, accrued interest at 1 percent per month. Milestone payments due in 2015 were not made to WARF. From October 27, 2016 until the 2014 WARF Agreement was amended as described below, the LLC was in default under the 2014 WARF Agreement. In addition, the LLC was not able to transfer the rights and obligations under the 2014 WARF Agreement to NeuroOne at the time of the Merger (October 27, 2016) without the consent of WARF, which was received when the 2014 WARF Agreement was amended in February 2017 as described below. In connection with the Merger and in accordance with ASC 805-50, NeuroOne estimated the fair value of consideration payable to WARF and recorded an intangible asset of $120,000 with a corresponding accrued expense. The Company is also obligated to pay royalties to WARF based on a percentage of net sales of products of licensed technology with minimum royalties of $50,000 and $100,000 for calendar years 2019 and 2020, respectively, and $150,000 per year beginning in 2021 through the duration of the 2017 WARF Agreement. Subject to earlier termination, the WARF License otherwise expires by its terms on the date that no valid claims on the patents licensed thereunder remain. The Company expects the latest expiration of a licensed patent to occur in 2030. The 2017 WARF Agreement is also subject to certain cancellation provisions with 90 days’ notice should the Company elect not to continue to use the licensed technology. Subsequent to December 31, 2017, the Company met the milestone payment requirement with regard to the $55,000 license fee which license fee is currently due on May 3, 2018. Mayo Agreement On October 3, 2014, the LLC entered into an exclusive license and development agreement with the Mayo Foundation for Medical Education and Research (“Mayo”) related to certain intellectual property and development services for thin film electrode technology (“2014 Mayo Agreement”). The LLC was to make milestone payments depending on achievement of certain development and approval milestones and sales targets, none of which were met as of December 31, 2015. Additionally, if the LLC was successful in obtaining regulatory approval, the LLC was to pay royalties to Mayo based on a percentage of net sales of products of the licensed technology through the term of the 2014 Mayo Agreement, set to expire May 25, 2037. Also, the LLC was obligated to issue common stock to Mayo if certain events occurred. Upon the LLC’s Merger with NeuroOne on October 27, 2016, the rights under the 2014 Mayo Agreement transferred to NeuroOne, and certain milestones were attained. Therefore, NeuroOne recorded liabilities of $300 related to shares of common stock expected to be issued to Mayo and $91,709 for the intellectual property. Under the terms of the 2014 Mayo Agreement, amounts that remained unpaid accrued interest at 2 percent above the prime rate. Milestone payments due in 2016 were not made to Mayo. As such, prior to the amendment of the 2014 Mayo Agreement in May 2017, NeuroOne was in default under the 2014 Mayo Agreement. Mayo and NeuroOne amended and restated the 2014 Mayo Agreement in May 2017 (as so amended and restated, the “2017 Mayo Agreement”). Pursuant to the 2017 Mayo Agreement, NeuroOne issued 859,976 shares of common stock (as converted based on the Exchange Ratio) to Mayo to settle the amount of common stock NeuroOne was previously obligated to issue under the 2014 Mayo Agreement and as provided by the terms of the 2017 Mayo Agreement. NeuroOne recorded an additional $23,115 to intangible assets related to the fair value of the 2017 stock issuance to Mayo. As a part of the 2017 Mayo Agreement, as amended in November 2017, the $91,709 milestone payment was paid in December 2017. Legal From time to time, the Company is subject to litigation and claims arising in the ordinary course of business. In May 2017, NeuroOne received a letter from PMT, the former employer of Mark Christianson and Wade Fredrickson. PMT claimed that these officers had breached their restrictive covenant obligations with PMT by virtue of their work for NeuroOne and such officer’s prior work during employment with the prior employer, that these officers had breached their confidentiality and non-disclosure obligations to PMT and federal and state law by misappropriating confidential and trade secret information, and that the Company is responsible for tortious interference with the contracts. The letter demanded that Mr. Fredrickson (who is no longer with the Company), Mr. Christianson and NeuroOne cease and desist all competitive activities, that Mr. Fredrickson step down from his position and that Mr. Christianson and NeuroOne provide the former employer access to NeuroOne’s systems to demonstrate that it is not using trade secrets or proprietary information nor competing with the former employer. On March 29, 2018, we were served with a complaint filed by PMT adding the Company, NeuroOne and Mr. Christianson to its existing lawsuit against Mr. Fredrickson. In the lawsuit, PMT claims that Mr. Fredrickson and Mr. Christianson breached their non-competition, non-solicitation and non-disclosure obligations, breached their fiduciary duty obligations, were unjustly enriched, engaged in unfair competition, engaged in a civil conspiracy, tortiously interfered with PMT’s contracts and prospective economic advantage, and breached a covenant of good faith and fair dealing. Against Mr. Fredrickson, PMT also alleges that he intentionally or negligently spoliated evidence, made negligent or fraudulent misrepresentations, misappropriated trade secrets in violation of Minnesota law, and committed the tort of conversion and statutory civil theft. Against the Company and NeuroOne, PMT alleges that the Company and NeuroOne were unjustly enriched and engaged in unfair competition. PMT asks the Court to impose a constructive trust over the shares held by Mr. Fredrickson and Mr. Christianson and to award compensatory damages, equitable relief, punitive damages, attorneys’ fees, costs and interest. The Company, NeuroOne and Mr. Christianson (who has not worked for PMT since 2012) intend to defend themselves vigorously. The outcome and potential loss related to this matter is unknown as of December 31, 2017. The Company has no insurance coverage to protect against any losses that the Company may experience due to this claim. Furthermore, Mr. Christianson is a key officer and the loss of him would be detrimental to the Company’s operations and prospects. |
Intangibles
Intangibles | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intangibles [Abstract] | ||
Intangibles | NOTE 5 – Intangibles Intangible assets rollforward is as follows: Useful Life License agreements, net at December 31, 2017 12-13 Years $ 216,372 Less: amortization (9,903 ) License agreements, net at June 30, 2018 $ 206,469 Amortization expense was $4,951 and $4,097 for the three months ended June 30, 2018 and 2017, respectively, and $9,903 and $9,104 for the six months ended June 30, 2018 and 2017, respectively. | NOTE 5 - Intangibles Intangible assets rollforward is as follows: Useful Life License agreement, October 27, 2016 12-13 years $ 182,159 Less: amortization (1,269 ) Net Intangibles, December 31, 2016 180,890 License agreement amendment 53,115 Less: amortization (17,633 ) Net Intangibles, December 31, 2017 $ 216,372 Prior to the Merger, amortization expense for the LLC was $6,471 during the period January 1, 2016 to October 26, 2016. The Company anticipates amortization expense of approximately $15,000 to $17,000 per year for fiscal year 2018 through 2022 based upon the two current license agreements. |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accrued Expenses [Abstract] | ||
Accrued Expenses | NOTE 6 – Accrued Expenses Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017: June 30, December 31, Accrued licensing agreement fees $ 65,000 $ 120,000 Accrued services 1,118,872 600,339 Accrued issuance costs 30,933 28,083 Accrued payroll 256,926 223,195 Advances — 50,000 Other (1) 6,947 — $ 1,478,678 $ 1,021,617 (1) Accrued expenses include an obligation to issue stock options to a consultant that has met vesting requirements as of June 30, 2018 in the amount of $6,947. See Note 10 – Stock-Based Compensation for further detail. | NOTE 6 - Accrued Expenses Accrued expenses consisted of the following at December 31: 2017 2016 Accrued license fees $ 120,000 $ 182,009 Accrued services 600,339 31,186 Accrued issuance costs 28,083 22,015 Accrued payroll 223,195 28,252 Advances 50,000 — Other — 881 $ 1,021,617 $ 264,343 |
Short-Term Promissory Notes, Un
Short-Term Promissory Notes, Unsecured Loans and Advances | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Short-Term Promissory Notes, Unsecured Loans and Advances\Convertible Promissory Notes and Warrant Agreements [Abstract] | ||
Short-Term Promissory Notes, Unsecured Loans and Advances | NOTE 7 – Short-Term Promissory Notes, Unsecured Loans and Advances As of As of Short-term promissory notes, including accrued interest $ 259,184 $ 253,000 Unsecured loans $ 283,000 $ — Advances $ 188,000 $ — Short-Term Promissory Notes In August 2017, the Company’s Board of Directors (the “Board”) authorized, and the Company issued short-term unsecured and interest-free promissory notes (the “Short-Term Notes”) for aggregate gross proceeds of $253,000 prior to issuance costs of $3,030 which were discounted from the Short-Term Notes and were amortized ratably to interest expense over the original term of the Short-Term Notes up though November 2017. On November 30, 2017, the Short-Term Notes were amended to extend the maturity date from February 18, 2018 to July 31, 2018 and to increase warrant coverage to 189,750 common stock purchase warrants (as amended, the “Original Warrants”). The Original Warrants had a term of 5 years and an exercise price of $1.80 and would have been immediately exercisable upon maturity of the Short-Term Notes prior to the amendment described below. The November 30, 2017 amendment resulted in a substantial modification to the Short-Term Notes and was accounted for under the provisions of extinguishment accounting. The Short-Term Notes were subsequently amended and restated on March 12, 2018 (the “Amended and Restated Short-Term Notes”). The Amended and Restated Short-Term Notes became convertible promissory notes that bear interest at a fixed rate of 8% per annum and require the Company to repay the principal and accrued and unpaid interest thereon on the maturity date of July 31, 2018 (the “Short-Term Note Maturity Date”). Pursuant to the terms of each Amended and Restated Short-Term Note and a consent signed by the Company and each holder, the Original Warrants under the Short-Term Notes were modified whereby each subscriber received a replacement warrant (the “Replacement Warrants”) upon the issuance of the Amended and Restated Short-Term Note, in lieu of the Original Warrant. In addition, each holder was issued an additional warrant (the “Additional Warrants”). The Amended and Restated Short-Term Notes were classified as long-term convertible promissory notes on the accompanying condensed balance sheets at June 30, 2018 given their conversion into shares of common stock on July 2, 2018. See Note 14 – Subsequent Events with regard to the conversion and extinguishment of the Amended and Restated Short-Term Notes and the issuance of amended and restated Replacement Warrants and Additional Warrants. Replacement Warrants Each Replacement Warrant issued on March 12, 2018 granted the holder the option to purchase up to the number of shares of capital stock of the Company equal to the New Round Stock issued or issuable upon the conversion of the Amended and Restated Short-Term Note held by such holder at a per share exercise price equal to either (i) the actual per share price of New Round Stock if the Amended and Restated Short-Term Notes converted in connection with a Short-Term Note Qualified Financing or (ii) the price at which the Amended and Restated Short-Term Notes converted in connection with a change of control transaction. The Replacement Warrants were exercisable commencing on the Conversion Date and would have expired on November 21, 2021. The exercise price and number of the shares issuable upon exercising the Replacement Warrants were subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. The Replacement Warrants were deemed to be a free-standing instrument and were accounted for as a liability given the variable number of shares issuable in connection with a possible change of control conversion event. The Company recorded an initial liability of $137,722 upon issuance with an offset to extinguishment loss described further below. The fair value changes of the warrant liability associated with the Short-Term Notes were recorded at each reporting date in the condensed consolidated statements of operations which amounted to an expense of $12,701 and $10,330 for the three and six months ended June 30, 2018, respectively. A Monte Carlo simulation model was used to estimate the aggregate fair value of the Replacement Warrants as of June 30, 2018. Input assumptions used were as follows: risk-free interest rate of 2.65 percent; expected volatility of 50 percent; expected life of 3.39 years; and expected dividend yield of 0 percent. The underlying stock price used in the analysis was on a non-marketable basis and was according to a separate independent third-party valuation analysis since there was no active trading market for the Company’s common stock. Additional Warrants Each Additional Warrant issued on March 12, 2018 granted the holder the option to purchase up to the number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the outstanding principal amount of the Amended and Restated Short-Term Note held by such holder and (ii) 0.75; at a per share exercise price of $1.80. The Additional Warrants were exercisable commencing on the Conversion Date and would have expired on November 21, 2021. The exercise price and number of the shares issuable upon exercising the Additional Warrants were subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. The Additional Warrants were deemed to be free-standing instruments and were accounted for as equity as there were no variable terms. The Additional Warrants amounted to 189,750 shares as of both the March 12, 2018 amendment date and as of June 30, 2018 with terms that largely paralleled the provisions of the Original Warrants except that the Additional Warrants were exercisable on the Conversion Date as opposed to the Short-Term Note Maturity Date and the expiration date was moved up to November 21, 2021 from July 31, 2023. The fair value differential between the Original Warrants and the Additional Warrants was a reduction of $22,624. The fair value change was recorded as a reduction to additional paid-in capital in the accompanying condensed balance sheets and was included as part of the extinguishment loss discussed further below. Premium Conversion Derivative Upon the March 2018 amendment, the Short-Term Notes contained a 125% conversion premium in the event that a Short Term Note Qualified Financing occurs at a price under $2.25 per common share. The Company determined that the redemption feature under the Short-Term Notes qualified as an embedded derivative and was reflected as a liability in the amount of $49,668 at the time of the March 12, 2018 amendment with a corresponding offset to extinguishment loss which is described further below. Subsequent to the amendment, the embedded derivative was accounted for separately on a fair market value basis. The Company recorded the fair value changes of the premium debt conversion derivative associated with the Short-Term Notes in the condensed consolidated statements of operations for a benefit of $46,471 and $46,428 for the three and six months ended June 30, 2018, respectively. Other The March 2018 amendment resulted in a substantial modification to the Short-Term Notes whereby additional conversion features and warrant coverage were added. The Company recorded the Short-Term Note amendment under the provisions of extinguishment accounting. A loss on notes extinguishment in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2018 was recorded in the amount of $186,220, which represented the difference between the carrying value of the Short-Term Notes over the combined fair values of the Short-Term Notes, premium conversion derivative, Replacement Warrant and Additional Warrants on the date of the amendment. The fair value decrease of the Short-Term Notes (inclusive of principal and interest, non-bifurcated embedded conversion feature and the Additional Warrants) relative to its adjusted carrying value at the time of the amendment was $1,170 which was recorded as a reduction to additional paid-in capital on the accompanying condensed balance sheets. Pursuant to the Short-Term Note subscription agreement, the Company was entitled to receive notice in the event a holder elects to sell or receives a bona fide offer for any portion of the Short-Term Notes and associated warrants, and the right to purchase the Short-Term Notes and associated warrants on the same terms as the proposed sale or bona fide offer, as applicable, as long as the Company exercised that right within 15 days of receiving written notice. The Company had granted subscribers indemnification rights with respect to its representations, warranties, covenants and agreements under the Short-Term Note subscription agreement. Effective as of July 2, 2018, the Company entered into a debt conversion agreement with each of the Short-Term Note subscribers to convert the outstanding principal and accrued and unpaid interest under the Short-Term Notes into shares of Common Stock, to cancel and extinguish the Short-Term Notes and to amend and restate the Additional Warrants and the Replacement Warrants. See Note 14 – Subsequent Events for additional information on the conversion. Unsecured Loans In May 17, 2018, the Company received cash proceeds of $168,000 from unsecured loans, represented by two promissory notes from existing stockholders of the Company. The loans are interest free and require that the Company repay the principal in full on the earlier to occur of (i) May 17, 2019 or (ii) the closing of an equity round of financing of the Company that raises more than $5 million in gross proceeds. The loans include customary events of default provisions. On March 20, 2018, the Company received cash proceeds from an unsecured loan, represented by a promissory note, for $115,000 from an existing stockholder. The loan is interest free and requires that the Company repay the principal in full on the earlier to occur of (i) March 20, 2019 or (ii) the closing of an equity round of financing of the Company that raises more than $3 million in gross proceeds. The loan includes customary events of default provisions. Additionally, NeuroOne received a $50,000 short-term unsecured loan in November 2016 from the placement agent for its convertible promissory note financing (see Note 8 – Convertible Promissory Notes and Warrant Agreements). NeuroOne incurred no fees or interest costs for this temporary loan and it was repaid in full in February 2017. Advances In June 2018, the Company received advances from investors related to a July 2018 private placement financing in the amount of $188,000 (See Note 14 - Subsequent Events). The advances are reflected in the other liabilities line item on the accompanying condensed balance sheets. | NOTE 7 – Short-Term Promissory Notes and Unsecured Loan Short-Term Promissory Notes In August 2017, the Company’s Board of Directors authorized, and the Company issued short-term unsecured promissory notes (the “Short-Term Notes”) for aggregate gross proceeds of $253,000 prior to issuance costs of $3,030 which were discounted from the Short-Term Notes and are being amortized ratably to interest expense over the term of the Short-Term Notes. On November 30, 2017, the Short-Term Notes were amended to extend the maturity date from February 18, 2018 to July 31, 2018 and to increase warrant coverage. For the year ended December 31, 2017, discount amortization charged to interest expense related to the issuance costs was $1,748. The Short-Term Notes do not bear interest on principal and require the Company to repay the principal upon maturity. In addition, upon maturity, under the provisions of the Short-Term Notes as amended, the holders will receive 189,750 common stock purchase warrants upon maturity with a term of 5 years at an exercise price of $1.80 which will be immediately exercisable upon issue. The November 2017 amendment resulted in a substantial modification to the original Short-Term Notes whereby additional warrant coverage was added and the maturity date of the Short-Term Notes was extended. The Company recorded the Short-Term Note amendment under the provisions of extinguishment accounting. A loss on Short-Term Notes extinguishment in the accompanying statements of operations for the year ended December 31, 2017 was recorded in the amount of $144,577, which represented the difference between the face value of the Short-Term Notes over the combined carrying values of the Short-Term Notes and warrants on the date of the amendment. The fair value increase of the Short-Term Notes and the warrants as amended over its adjusted carrying value at the time of the amendment was $117,280 which was recorded as additional paid-in capital. Prior to the November 30, 2017 amendment, the holders were to receive 126,500 common stock purchase warrants upon maturity. A portion of the proceeds from the Short-Term Notes upon issue was allocated to the original warrants based on their relative fair value to the underlying Short-Term Notes in the amount of $61,496 and was recorded in additional paid-in capital in the accompanying consolidated balance sheets and was discounted from the Short-Term Notes and was being amortized to interest expense ratably over the term of the Short-Term Notes which amounted to $35,479 during the year ended December 31, 2017. The fair value of the warrants was based on the Black-Scholes method with the following assumptions: risk-free interest rate 2.1 percent; expected volatility 47.8 percent; expected life 5.7 years; and expected dividend yield 0 percent. The underlying stock price used in the analysis is on a non-marketable basis and is according to a separate third-party valuation analysis. These warrants when issued will be immediately exercisable at $1.80 per share and will expire on July 31, 2023. The Short-Term Promissory Notes were amended again in March 2018 (See Note 13 – Subsequent Events). Pursuant to the Short-Term Note subscription agreement, the Company is entitled to receive notice in the event a holder elects to sell or receives a bona fide offer for any portion of the Short-Term Notes and associated warrants, and the right to purchase the Short-Term Notes and associated warrants on the same terms as the proposed sale or bona fide offer, as applicable, as long as the Company exercises that right within 15 days of receiving written notice. The Company has granted subscribers indemnification rights with respect to its representations, warranties, covenants and agreements under the Short-Term Note subscription agreement. Unsecured Loan NeuroOne received a $50,000 short-term unsecured loan in November 2016 from the placement agent for its convertible promissory note financing (see Note 8 – Convertible Promissory Notes and Warrant Agreements). NeuroOne incurred no fees or interest costs for this temporary loan and it was repaid in full in February 2017. |
Convertible Promissory Notes an
Convertible Promissory Notes and Warrant Agreements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Short-Term Promissory Notes, Unsecured Loans and Advances\Convertible Promissory Notes and Warrant Agreements [Abstract] | ||
Convertible Promissory Notes and Warrant Agreements | NOTE 8 – Convertible Promissory Notes and Warrant Agreements As of As of 2016 convertible promissory notes, net of discounts $ 1,613,207 $ 1,543,652 2017 convertible promissory notes, net of discounts 1,073,553 504,465 Accrued interest 234,450 120,223 Total 2,921,210 2,168,340 Current portion (1,129,781 ) (2,168,340 ) Long-term portion $ 1,791,429 $ — 2016 Convertible Promissory Notes From November 2016 to June 2017, the Company issued convertible promissory notes (the “Convertible Notes”) and common stock purchase warrants (the “Warrants”) in an aggregate principal amount of $1,625,120 and entered into subscription agreements with subscribers (the “2016 Private Placement”). The Company amended the Convertible Notes in December 2016 and November 2017 and the Warrants in June 2017 and November 2017 to, among other things, change the terms of the underlying Warrants that include the removal of down-round pricing protection provisions as described more fully below. See Note 14 – Subsequent Events with regard to the conversion of the Convertible Notes into shares of common stock, the corresponding extinguishment of the Convertible Notes and the issuance of amended and restated warrants on July 2, 2018. The Convertible Notes were unsecured. The Convertible Notes accrued interest at a fixed rate of 8 percent per annum and required the Company to repay the principal and accrued and unpaid interest thereon at the earlier of July 31, 2018 or the consummation of the next equity or equity-linked round of financing resulting in more than $3.0 million in gross proceeds (a “Qualified Financing”). If a Qualified Financing had occurred before July 31, 2018, the outstanding principal and accrued and unpaid interest on the Convertible Notes would have automatically converted into the securities issued by the Company in such financing based on the greater number of securities resulting from either the outstanding principal and accrued interest on the Convertible Notes divided by $1.80, or the outstanding principal and accrued interest on the Convertible Notes multiplied by 1.25, divided by the price paid per security in the Qualified Financing. If the Company failed to complete a Qualified Financing by July 31, 2018, the Convertible Notes would have been immediately due and payable on such date. If a change of control transaction or initial public offering occurred prior to a Qualified Financing, the Convertible Notes would have, at the election of the holders of a majority of the outstanding principal of the Convertible Notes, either been payable on demand as of the closing date of such transaction, or been convertible into shares of common stock immediately prior to such transaction at a price per share equal to the lesser of the per share value as determined by the Board as if in connection with the granting of stock-based compensation, or in a private sale to a third party in an arms-length transaction, or at the per share consideration to be paid in such transaction. Change of control means a merger or consolidation with another entity in which the Company’s stockholders do not own more than 50 percent of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the assets of the Company. Prior to the June 2017 amendment, the Warrants granted holders the option to purchase either (i) if exercised after conversion of the Convertible Notes, the number of shares equal to the number of shares received by the holders upon the conversion of the Convertible Notes, or (ii) if exercised prior to conversion of the Convertible Notes, the number of shares of common stock equal to the outstanding principal and accrued interest on the Convertible Note held by such warrant holder divided by $1.80. The Warrants were immediately exercisable on the date of issuance and would have expired on November 21, 2021. In June 2017, however, the Company amended the terms of the Warrants under the Convertible Notes to be exercisable only in the event of conversion of the outstanding principal and accrued interest on the related Convertible Notes. The amount of warrant shares to be issued became contingent and were based on the number of shares of common stock received by the holder of the Convertible Notes upon conversion of such holder’s Convertible Notes, and at an exercise price equal to the same price per share of the securities issued in the Qualified Financing. The Warrants would have expired on November 21, 2021 in the event of a Qualified Financing or would have expired unissued if the notes were not converted. The Warrants were deemed to be a free-standing instrument and were accounted for as a liability given the variable number of shares issuable in connection with a possible change of control conversion event. A Monte Carlo simulation model was used to estimate the aggregate fair value of the Warrants. Input assumptions used were as follows: risk-free interest rate of 2.65 and 2.08 percent as of June 30, 2018 and December 31, 2017, respectively; expected volatility of 50 percent as of June 30, 2018 and December 31, 2017; expected life of 3.39 and 3.89 years as of June 30, 2018 and December 31, 2017, respectively; and expected dividend yield of 0 percent as of June 30, 2018 and December 31, 2017. The underlying stock price used in the analysis was on a non-marketable basis and was according to a separate independent third-party valuation analysis since there was no active trading market for the Company’s common stock. The Convertible Note proceeds assigned to the Warrants were zero and $440,919 during the six months ended June 30, 2018 and 2017, respectively, which represented their fair value at issuance, and were discounted from the Convertible Notes and reflected as a warrant liability. The discount was amortized to interest expense over the original term of the Convertible Notes using the straight-line method which approximated the effective interest method and was fully amortized by December 31, 2017. The amortization expense was $198,295 and $317,157 for the three and six months ended June 30, 2017, respectively. The Company also recorded the fair value changes of the warrant liability associated with the Convertible Notes in the condensed consolidated statements of operations which amounted to an expense of $116,111 and benefit of $(19,038) for the three months ended June 30, 2018 and 2017, respectively, and a benefit of $(14,865) and $(19,253) for the six months ended June 30, 2018 and 2017, respectively. The November 2017 amendment resulted in a substantial modification to the original Convertible Notes whereby the maturity date was extended, and the terms associated with the Warrants were revised. The fair value of the underlying convertible notes was $97,223 lower than the carrying value of the Convertible Notes on the date of the modification. The $97,223 difference was recorded as a discount to the debt and was being amortized over the amended term of the Convertible Notes. The amortization recorded during the three months ended June 30, 2018 and 2017 was $34,970 and zero, respectively, and $69,555 and zero during the six months ended June 30, 2018 and 2017, respectively. At the time of their issuance, the Convertible Notes contained a 125% conversion premium in the event that a Qualified Financing occurs at a price under $2.25 per common share. The Company determined that the redemption feature under the Convertible Notes qualified as an embedded derivative and was separated from its debt host. The bifurcation of the embedded derivative from its debt host resulted in a discount to the Convertible Notes in the amount of zero and $213,961 during the six months ended June 30, 2018 and 2017, respectively. The discount was being amortized to interest expense over the original term of the Convertible Notes using the straight-line method which approximates the effective interest method and was fully amortized by December 31, 2017. The amortization expense was $86,163 and $133,481 for the three and six months ended June 30, 2017, respectively. The embedded derivative was accounted for separately on a fair market value basis. The Company recorded the fair value changes of the premium debt conversion derivative associated with the Convertible Notes in the condensed consolidated statements of operations for a benefit of $(313,303) and an expense of $74,623 for the three months ended June 30, 2018 and 2017, respectively, and a benefit of $(310,637) and an expense of $74,806 for the six months ended June 30, 2018 and 2017, respectively. In connection with the Convertible Notes, the Company incurred issuance costs in the amount of $151,915, which included (i) a placement agent cash fee, which was $113,610 for the Convertible Notes issued through June 19, 2017 (ii) the obligation to issue a warrant to the placement agent (the “placement agent warrant”) which would have had an exercise price of $2.00 per share of common stock with a total fair value of $4,855 on date of Convertible Note issuance, and (iii) legal expenses of $33,450. The placement agent warrant was issuable at the time the private placement transaction closed which had not occurred as of June 30, 2018. The placement agent warrant was also immediately exercisable on the date of issuance and would have expired five years following the date of issuance. The placement agent was to receive a placement agent warrant to purchase shares of common stock in an amount equal to 8% of the common stock (or common stock equivalents) purchased by investors in the event that the 2016 Private Placement transaction was fully subscribed. As of June 30, 2018 and December 31, 2017, the Company accrued for the estimated obligation to issue a placement agent warrant for the purchase of approximately 63,000 shares of common stock had the 2016 Private Placement been fully subscribed. The Company recorded an issuance cost discount to the Convertible Notes in the amount of zero and $39,781 during the six months ended June 30, 2018 and 2017, respectively, and was fully amortized by December 31, 2017. During the three and six months ending June 30, 2017, $19,506 and $31,867 was amortized to interest expense, respectively. The balance of the issuance costs in the amount of $22,316 and $38,119 was attributed to the Warrants and was immediately recorded as interest expense upon issuance during the three and six months ended June 30, 2017, respectively. Effective as of July 2, 2018, the Company entered into a debt conversion agreement with each of the Convertible Note subscribers to convert the outstanding principal and accrued and unpaid interest under the Convertible Notes into shares of Common Stock, to cancel and extinguish the Convertible Notes and amend and restate the Warrants. See Note 14 – Subsequent Events for additional information on the conversion. 2017 Convertible Notes On October 4, 2017, the Company initially entered into a subscription agreement with certain investors (the “Subscribers”), pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Subscribers 8% convertible promissory notes (each, a “Note” and collectively, the “2017 Convertible Notes”) and warrants (the “New Warrants”) to purchase shares of the Company’s capital stock in the event of a conversion event. The number of shares and pricing per share of the New Warrants are based on the underlying conversion event and are exercisable for five years commencing on the triggering conversion event. The subscription agreement, the 2017 Convertible Notes and New Warrants were amended on December 14, 2017 to move up the maturity date of the 2017 Convertible Notes from October 4, 2022 to December 31, 2018, remove subordination provisions and simplify the conversion provision of the 2017 Convertible Notes in the event of a qualified financing as described more fully below, to modify the exercise price of the New Warrants and to increase the authorized subscription amount to $1,500,000. In May 2018, the Board approved an increase in the authorized subscription from $1,500,000 to $2,000,000 and extended the offering period from the five month anniversary of the initial closing to the eight month anniversary of the initial closing. The initial closing of the Private Placement was consummated on October 4, 2017, and the Company entered into additional subscription agreements and issued 2017 Convertible Notes in an aggregate principal amount of $1,540,000 to the Subscribers through June 30, 2018. The 2017 Convertible Notes bear interest at a fixed rate of 8% per annum and require the Company to repay the principal and accrued and unpaid interest thereon on December 31, 2018 (the “2017 Convertible Notes Maturity Date”). If the Company consummates an equity round of financing resulting in more than $3 million in gross proceeds before December 31, 2018 (the “2017 Convertible Notes Qualified Financing”), the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes shall automatically convert into the securities issued by the Company in the 2017 Convertible Notes Qualified Financing equal to the outstanding principal and accrued interest on the 2017 Convertible Notes divided by 80% of the price per share of the securities issued by the Company in the 2017 Convertible Notes Qualified Financing. The New Warrants also become exercisable upon a 2017 Convertible Notes Qualified Financing for an amount of shares equal to the number of shares received by the holder in the 2017 Convertible Notes Qualified Financing at the same price per share of the securities issued in the 2017 Convertible Notes Qualified Financing. Prior to the December 2017 amendment, if the Company had raised more than $3,000,000 in an equity financing before October 4, 2022, the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes would have automatically converted into the securities issued by the Company in such financing based on the greater number of such securities resulting from either (i) the outstanding principal and accrued interest on the 2017 Convertible Notes divided by $2.25 or (ii) the outstanding principal and accrued interest on the 2017 Convertible Notes multiplied by 1.25, divided by the price paid per security in such financing. The New Warrants would have also become exercisable in conjunction with the 2017 Convertible Notes Qualified Financing. Lastly, if a change of control transaction occurs prior to the earlier of a 2017 Convertible Notes Qualified Financing or the 2017 Convertible Notes Maturity Date, the 2017 Convertible Notes would, at the election of the holders of a majority of the outstanding principal of the 2017 Convertible Notes, either become payable on demand as of the closing date of such transaction, or become convertible into shares of common stock immediately prior to such transaction at a price per share equal to the lesser of (i) the per share value of the common stock as determined by the Board as if in connection with the granting of stock based compensation or in a private sale to a third party in an arms-length transaction or (ii) at the per share consideration to be paid in such transaction. Change of control means a merger or consolidation with another entity in which the Company’s stockholders do not own more than 50% of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the Company’s assets. The New Warrants also become exercisable upon a change of control transaction for an amount of shares equal to the number of shares received by the holder upon conversion in connection with such transaction at the same price per share that the 2017 Convertible Notes converted in the change of control transaction. The December 2017 amendment resulted in a substantial modification to the original 2017 Convertible Notes whereby the maturity date was moved up to December 2018 from October 2022 and the terms associated with the embedded features were revised as described previously. The fair value of the underlying Convertible Notes was $27,371 lower than the face amount of the 2017 Convertible Notes. The $27,371 difference was recorded as a discount to the debt and is being amortized over the amended term of the 2017 Convertible Notes. The amortization recorded during the three and six months ended June 30, 2018 was $6,503 and $12,935, respectively. The 2017 Convertible Notes contain a conversion discount in the event of a 2017 Convertible Notes Qualified Financing to equal the outstanding principal and accrued interest on the 2017 Convertible Notes divided by 80% of the price per share of the securities issued by the Company in the 2017 Convertible Notes Qualified Financing. The embedded feature qualified as an embedded derivative and was separated from its debt host. The bifurcation of the embedded derivative from its debt host resulted in a discount to the 2017 Convertible Notes in the amount of $77,085 and $168,383 for the convertible debt issued during the three and six months ended June 30, 2018, respectively. The discount is being amortized to interest expense over the term of the 2017 Convertible Notes using the straight-line method which approximates the effective interest method. The amortization expense was $53,987 and $81,008 for the three and six months ended June 30, 2018, respectively. The embedded derivative is accounted for separately on a fair market value basis. The Company recorded the fair value changes of the premium debt conversion derivative associated with all of the 2017 Convertible Notes in the condensed consolidated statements of operations which amounted to an expense of $4,126 and $5,449 for the three and six months ended June 30, 2018, respectively. The New Warrants were deemed to be a free-standing instrument and were accounted for as a liability given the variable number of shares issuable in connection with a change of control conversion event. A Monte Carlo simulation model was used to estimate the aggregate fair value of the New Warrants. Input assumptions used were as follows: risk-free interest rate of 2.74 and 2.22 percent as of June 30, 2018 and December 31, 2017, respectively; expected volatility of 50 percent as of June 30, 2018 and December 31, 2017; expected life of 5.21 and 5.38 years as of June 30, 2018 and December 31, 2017, respectively; and expected dividend yield of 0 percent as of June 30, 2018 and December 31, 2017. The underlying stock price used in the analysis was on a non-marketable basis and was according to a separate independent third-party valuation analysis as there has been very limited trading with the Company’s common stock since the Acquisition on July 20, 2017. The 2017 Convertible Note proceeds assigned to the New Warrants were $203,287 and $442,151 during the three and six month period ended June 30, 2018, respectively, which represented their fair value at issuance and were discounted from the 2017 Convertible Notes and reflected as a warrant liability. The discount is being amortized to interest expense over the term of the 2017 Convertible Notes using the straight-line method which approximates the effective interest method. The amortization expense was $141,510 and $212,015 for the three and six month period ended June 30, 2018, respectively. The Company also recorded the fair value changes of the warrant liability associated with all of the 2017 Convertible Notes in the condensed consolidated statements of operations which amounted to an expense of $11,205 and $20,560 for the three and six months ended June 30, 2018, respectively. In connection with the 2017 Convertible Notes, the Company incurred issuance costs in the amount of $8,133 which consisted of legal costs and was recorded as an issuance cost discount to the 2017 Convertible Notes, of which $1,138 and $1,513 was amortized to interest expense during the three and six months ended June 30, 2018, respectively. 2016 and 2017 Convertible Note Subscription Agreements Pursuant to the subscription agreements entered into in connection with the 2016 Private Placement and the Private Placement, the Company is entitled to receive notice in the event a holder elects to sell or receives a bona fide offer for any portion of the Convertible Notes and associated Warrants or any portion of the 2017 Convertible Notes or New Warrants, as applicable, and the right to purchase the Convertible Notes and associated Warrants or the 2017 Convertible Notes and associated New Warrants on the same terms as the proposed sale or bona fide offer, as applicable, as long as the Company exercises that right within 15 days of receiving written notice. The Company has granted the subscribers indemnification rights with respect to its representations, warranties, covenants and agreements under the respective subscription agreements. | NOTE 8 – Convertible Promissory Notes and Warrant Agreements 2017 2016 2016 convertible promissory notes, net of discounts $ 1,543,652 $ 220,840 2017 convertible promissory notes, net of discounts 504,465 — Accrued interest 120,223 4,357 $ 2,168,340 $ 225,197 2016 Convertible Promissory Notes In November 2016 and as amended in June 2017, the Company’s Board of Directors authorized the Company to issue convertible promissory notes (the “Convertible Notes”) and common stock purchase warrants (the “Warrants”) for aggregate gross proceeds of up to $2.5 million. The Company amended the Convertible Notes and Warrants again on November 20, 2017 to extend the maturity date of the Convertible Notes from November 21, 2017 to July 31, 2018 and to change the terms of the underlying Warrants that include the removal of down-round pricing protection provisions as described more fully below. As of December 31, 2017, the Company has issued $1,625,120 of Convertible Notes and Warrants to investors. The Convertible Notes are unsecured. The Convertible Notes bear interest at a fixed rate of 8 percent per annum and require the Company to repay the principal and accrued and unpaid interest thereon at the earlier of July 31, 2018 or the consummation of the next equity or equity-linked round of financing resulting in more than $3.0 million in gross proceeds (a “Qualified Financing”). If a Qualified Financing occurs before July 31, 2018, the outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converts into the securities issued by the Company in such financing based on the greater number of securities resulting from either the outstanding principal and accrued interest on the Convertible Notes divided by $1.80, or the outstanding principal and accrued interest on the Convertible Notes multiplied by 1.25, divided by the price paid per security in the Qualified Financing. If the Company fails to complete a Qualified Financing by July 31, 2018, the Convertible Notes will be immediately due and payable on such date. If a change of control transaction or initial public offering occurs prior to a Qualified Financing, the Convertible Notes would, at the election of the holders of a majority of the outstanding principal of the Convertible Notes, either become payable on demand as of the closing date of such transaction, or become convertible into shares of common stock immediately prior to such transaction at a price per share equal to the lesser of the per share value as determined by the Company’s Board of Directors as if in connection with the granting of stock based compensation, or in a private sale to a third party in an arms-length transaction, or at the per share consideration to be paid in such transaction. Change of control means a merger or consolidation with another entity in which the Company’s stockholders do not own more than 50 percent of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the assets of the Company. Prior to the June 2017 amendment, the Warrants granted holders the option to purchase either (i) if exercised after conversion of the Convertible Notes, the number of shares equal to the number of shares received by the holders upon the conversion of the Convertible Notes, or (ii) if exercised prior to conversion of the Convertible Notes, the number of shares of common stock equal to the outstanding principal and accrued interest on the Convertible Note held by such warrant holder divided by $1.80. The Warrants were immediately exercisable on the date of issuance and expired on November 21, 2021. In June 2017, however, the Company amended the terms of the Warrants under the Convertible Notes to be exercisable only in the event of conversion of the outstanding principal and accrued interest on the related Convertible Notes. The amount of warrant shares to be issued are now contingent and are based on the number of shares of common stock received by the holder of the Convertible Notes upon conversion of such holder’s Convertible Notes, and to an exercise price equal to the same price per share of the securities issued in the Qualified Financing. The Warrants expire on November 21, 2021 in the event of a Qualified Financing or expire unissued if the notes have not been converted. The Warrants were deemed to be a free-standing instrument and were accounted for as a liability given the variable number of shares issuable in connection with a possible change of control conversion event. A Monte Carlo simulation model was used to estimate the aggregate fair value of the Warrants. Input assumptions used were as follows: risk-free interest rate of 2.08 percent; expected volatility of 50 percent; expected life of 3.89 years; and expected dividend yield of 0 percent. The underlying stock price used in the analysis was on a non-marketable basis and was according to a separate independent third-party valuation analysis since there was no active trading market for the Company’s common stock. The Convertible Note proceeds assigned to the Warrants were $440,919 and $345,640 during the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively, which represented their fair value at issuance, and were discounted from the Convertible Notes and reflected as a warrant liability. The discount was amortized to interest expense over the original term of the Convertible Notes using the straight-line method which approximates the effective interest method. The amortization expense was $759,004 and $27,555 for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively. The Company also recorded the fair value changes of the warrant liability associated with the Convertible Notes in the consolidated statements of operations which amounted to an expense of $259,352 and $320 for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively. The November 2017 amendment resulted in a substantial modification to the original Convertible Notes whereby the maturity date was extended and the terms associated with the Warrants were revised. The Company recorded the Convertible Note amendment under the provisions of extinguishment accounting. The fair value of the underlying Convertible Notes was $97,223 lower than the carrying value of the Convertible Notes on the date of the modification. The $97,223 difference was recorded as a discount to the debt with a gain on convertible notes extinguishment in the accompanying statements of operations for the year ended December 31, 2017. The discount of $97,223 was then amortized from November 21, 2017 to December 31, 2017 totaling $15,756. At the time of their issuance, the Convertible Notes contained a 125% conversion premium in the event that a Qualified Financing occurs at a price under $2.25 per common share. The Company determined that the redemption feature under the Convertible Notes qualified as an embedded derivative and was separated from its debt host. The bifurcation of the embedded derivative from its debt host resulted in a discount to the Convertible Notes in the amount of $213,961 and $137,564 during the year ended December 31, 2017 and during the period from October 7, 2016 to December 31, 2016, respectively. The discount was being amortized to interest expense over the original term of the Convertible Notes using the straight-line method which approximates the effective interest method. The amortization expense was $340,551 and $10,974 for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively. The embedded derivative is accounted for separately on a fair market value basis. The Company recorded the fair value changes of the premium debt conversion derivative associated with the Convertible Notes in the consolidated statements of operations for a benefit of $(18,428) and expense of $86 for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively. In connection with the Convertible Notes, the Company incurred issuance costs in the amount of $151,915, which included (i) a placement agent cash fee, which was $113,610 for the Convertible Notes issued through June 19, 2017 (ii) the obligation to issue a warrant to the placement agent (the “placement agent warrant”) which will have an exercise price of $2.00 per share of common stock and had a total fair value of $4,855 on date of Convertible Note issuance, and (iii) legal expenses of $33,450. The placement agent warrant is issuable at the time the private placement transaction closes which has not occurred as of December 31, 2017. The placement agent warrant will be immediately exercisable on the date of issuance and will expire five years following the date of issuance. The placement agent is to receive a placement agent warrant to purchase shares of common stock in an amount equal to 8 percent of the common stock (or common stock equivalents) purchased by investors in the private placement transaction. As of December 31, 2017 and 2016, the Company has an obligation to issue a placement agent warrant for the purchase of approximately 63,000 and 29,000 shares of common stock, respectively. The Company recorded an issuance cost discount to the Convertible Notes in the amount of $39,781 and $37,469 for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively, of which $74,264 and $2,985 was amortized to interest expense during the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively. The balance of the issuance costs in the amount of $38,119 and $36,546 was attributed to the Warrants and was immediately recorded as interest expense upon issuance during the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016, respectively. 2017 Convertible Notes On October 4, 2017, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with certain investors (the “Subscribers”), pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Subscribers 8% convertible promissory notes (each, a “Note” and collectively, the “2017 Convertible Notes”) and warrants (the “New Warrants”) to purchase shares of the Company’s capital stock in the event of a conversion event. The number of shares and pricing per share of the New Warrants is based on the underlying conversion event and are exercisable for five years commencing on the triggering conversion event. The Subscription Agreement and the 2017 Convertible Notes were amended on December 14, 2017 to increase the authorized subscription from $1,000,000 to $1,500,000, move up the maturity date from October 4, 2022 to December 31, 2018, to remove subordination provisions and to simplify the conversion provision in the event of a qualified financing as described more fully below. The initial closing of the Private Placement was consummated on October 4, 2017, and the Company issued 2017 Convertible Notes in an aggregate principal amount of $665,000 to the Subscribers through December 31, 2017. The Company may conduct any number of additional closings so long as the final closing occurs on or before the five-month anniversary of the initial closing date and the amount does not exceed $1,500,000 or a higher amount determined by the Board of Directors. The 2017 Convertible Notes bear interest at a fixed rate of 8% per annum and require the Company to repay the principal and accrued and unpaid interest thereon on December 31, 2018 (the “Maturity Date”). If the Company consummates an equity round of financing resulting in more than $3 million in gross proceeds before December 31, 2018 (the “2017 Convertible Notes Qualified Financing”), the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes shall automatically convert into the securities issued by the Company in the 2017 Convertible Notes Qualified Financing equal to the outstanding principal and accrued interest on the 2017 Convertible Notes divided by 80% of the price per share of the securities issued by the Company in a future 2017 Convertible Notes Qualified Financing. The New Warrants also become exercisable upon a future 2017 Convertible Notes Qualified Financing for an amount of shares equal to the number of shares received by the holder in the 2017 Convertible Notes Qualified Financing at the same price per share of the securities issued in the 2017 Convertible Note Qualified Financing. Prior to the December amendment, if the Company had raised more than $3,000,000 in an equity financing before the Maturity Date, the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes would have automatically converted into the securities issued by the Company in such financing based originally on the greater number of such securities resulting from either (i) the outstanding principal and accrued interest on the 2017 Convertible Notes divided by $2.25 or (ii) the outstanding principal and accrued interest on the 2017 Convertible Notes multiplied by 1.25, divided by the price paid per security in such financing. The New Warrants would have also become exercisable in conjunction with the 2017 Convertible Note Qualified Financing. Lastly, if a change of control transaction occurs prior to the earlier of a Qualified Financing or the Maturity Date, the 2017 Convertible Notes would, at the election of the holders of a majority of the outstanding principal of the 2017 Convertible Notes, either become payable on demand as of the closing date of such transaction, or become convertible into shares of common stock immediately prior to such transaction at a price per share equal to the lesser of (i) the per share value of the common stock as determined by our Board of Directors as if in connection with the granting of stock based compensation or in a private sale to a third party in an arms-length transaction or (ii) at the per share consideration to be paid in such transaction (the date of any such conversion of the 2017 Convertible Notes pursuant to this paragraph, is referred to herein as the “Conversion Date”). Change of control means a merger or consolidation with another entity in which our stockholders do not own more than 50% of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the Company’s assets. The New Warrants also become exercisable upon a change of control transaction for an amount of shares equal to the number of shares received by the holder upon conversion in connection with such transaction at the same price per share that the 2017 Convertible Notes converted in the change of control transaction. The December 2017 amendment resulted in a substantial modification to the original 2017 Convertible Notes whereby the maturity date was moved up to December 2018 from October 2022 and the terms associated with the embedded features were revised as described previously. The Company recorded the 2017 Convertible Note amendment under the provisions of extinguishment accounting. The fair value of the underlying Convertible Notes was $294,615 higher than the carrying value of the Convertible Notes net of unamortized debt discount on the date of the modification. The $294,615 difference as well as legal costs associated with the amendment in the amount of $8,945 were recorded as a loss on convertible notes extinguishment totaling $303,560 in the accompanying statements of operations for the year ended December 31, 2017. After the modification, there remained a debt discount of $27,371 of which $1,286 was amortized during the remainder of December 2017. The 2017 Convertible Notes contain a conversion discount in the event of a 2017 Convertible Notes Financing to equal the outstanding principal and accrued interest on the 2017 Convertible Notes divided by 80% of the price per share of the securities issued by the Company in the 2017 Convertible Notes Qualified Financing. The embedded feature qualified as an embedded derivative and was separated from its debt host. The bifurcation of the embedded derivative from its debt host resulted in a discount to the 2017 Convertible Notes in the amount of $128,525 during the year ended December 31, 2017. The discount is being amortized to interest expense over the term of the 2017 Convertible Notes using the straight-line method which approximates the effective interest method. The amortization expense was $3,815 for the year ended December 31, 2017. The unamortized discount in the amount of $87,769 outstanding at the time of the December 2017 amendment was expensed and included as part of the loss on convertible notes extinguishment. The embedded derivative is accounted for separately on a fair market value basis. The Company recorded the fair value changes of the premium debt conversion derivative associated with the 2017 Convertible Notes in the consolidated statements of operations which amounted to an expense of $466 for the year ended December 31, 2017. The New Warrants were deemed to be a free-standing instrument and were accounted for as a liability given the variable number of shares issuable in connection with a change of control conversion event. A Monte Carlo simulation model was used to estimate the aggregate fair value of the New Warrants. Input assumptions used were as follows: risk-free interest rate of 2.22 percent; expected volatility of 50 percent; expected life of 5.38 years; and expected dividend yield of 0 percent. The underlying stock price used in the analysis was on a non-marketable basis and was according to a separate independent third-party valuation analysis as there has been very limited trading with the Company’s common stock since the Acquisition on July 20, 2017. The 2017 Convertible Note proceeds assigned to the New Warrants were $336,571 during the year ended December 31, 2017 which represented their fair value at issuance and were discounted from the 2017 Convertible Notes and reflected as a warrant liability. The discount is being amortized to interest expense over the term of the 2017 Convertible Notes using the straight-line method which approximates the effective interest method. The amortization expense was $9,971 for the year ended December 31, 2017. The unamortized discount in the amount of $230,615 outstanding at the time of the December 2017 amendment was expensed and included as part of the loss on convertible notes extinguishment. The Company also recorded the fair value changes of the warrant liability associated with the 2017 Convertible Notes in the consolidated statements of operations which amounted to a benefit of $(1,337) for the year ended December 31, 2017. In connection with the 2017 Convertible Notes, the Company incurred original cost of issuance in the amount of $5,283 which consisted of legal costs and was recorded as an issuance cost discount to the 2017 Convertible Notes, of which $157 was amortized to interest expense during the year ended December 31, 2017. 2016 and 2017 Convertible Note Subscription Agreements Pursuant to the Subscription Agreements, the Company is entitled to receive notice in the event a holder elects to sell or receives a bona fide offer for any portion of the Convertible Notes and associated Warrants or any portion of the 2017 Convertible Notes or New Warrants, and the right to purchase the Convertible Notes and associated Warrants or the 2017 Convertible Notes and associated New Warrants on the same terms as the proposed sale or bona fide offer, as applicable, as long as the Company exercises that right within 15 days of receiving written notice. The Company has granted the subscribers indemnification rights with respect to its representations, warranties, covenants and agreements under the respective Subscription Agreements. |
Investment Banker Fee
Investment Banker Fee | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Investment Banker Fee [Abstract] | ||
Investment Banker Fee | NOTE 9 – Investment Banker Fee Investment Banker Fee NeuroOne paid a $50,000 non-refundable fee to an investment banker in December 2016 to raise equity financing. NeuroOne subsequently concluded that the investment banker was not expected to raise any equity and therefore expensed the fee in March 2017. | NOTE 9 – Investment Banker Fee Investment Banker Fee NeuroOne paid a $50,000 non-refundable fee to an investment banker in December 2016 to raise equity financing. This fee is reflected in NeuroOne’s December 31, 2016 balance sheet as a prepaid expense. NeuroOne subsequently concluded that the investment banker was not expected to raise any equity and therefore expensed the fee in March 2017. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stock-Based Compensation [Abstract] | ||
Stock-Based Compensation | NOTE 10 – Stock-Based Compensation During the three and six months ended June 30, 2018 and 2017, stock-based services expense related to the stock options, restricted stock awards and stock-based award liabilities was included in general and administrative and research and development costs as follows in the accompanying condensed statements of operations: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 General and administrative $ 115,000 $ 4,628 $ 367,000 $ 4,628 Research and development 4,510 7,221 6,947 7,221 Total stock-based services expense $ 119,510 $ 11,849 $ 373,947 $ 11,849 The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the periods presented: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Expected stock price volatility — 47.8 % — 47.8 % Expected life of options (years) — 5.0 — 5.0 Expected dividend yield — 0.0 % — 0.0 % Risk free interest rate — 1.9 % — 1.9 % NeuroOne formally adopted an equity incentive plan (“the 2016 Plan”) on October 27, 2016 which was subsequently adopted by the Company upon completion of the Acquisition. In addition, the Company adopted a 2017 Equity Incentive Plan (the “2017 Plan”) on April 17, 2017. The 2016 and 2017 Plans provide for the issuance of restricted shares, stock options and other awards to employees, directors, and consultants of the Company. The Company reserved 2,292,265 shares of common stock (as adjusted for the exchange ratio in connection with the Acquisition) for issuance under the 2016 and 2017 Plans on a combined basis. The Company began granting stock options and restricted stock awards in the second quarter of 2017, under the 2016 Plan. During the three and six month period ended June 30, 2018, no options or restricted stock awards were issued under the 2016 and 2017 Plans. During the three and six month period ended June 30, 2017, 365,716 stock options and 215,453 restricted stock awards were granted with various vesting periods, and had a grant date fair value of $0.014 and $0.034 per share, respectively. The stock option agreements that were executed as of June 30, 2017 expire in ten years of the grant date. During the three and six months ended June 30, 2018, no stock options or restricted stock awards under the 2016 and 2017 Plan vested. During the three and six months ended June 30, 2017, 323,191 stock option and 215,453 restricted stock awards vested with a grant date fair value of $0.014 and $0.034 per share, respectively. As of June 30, 2018, 1,711,096 shares were available for future issuance on a combined basis under the 2016 and 2017 Plans. There was no unrecognized stock-based compensation cost for stock options and restricted common stock as of June 30, 2018. Stock-Based Award Liabilities A total of up to 250,000 shares of common stock was committed in February 2018 as a result of a consulting agreement for investor relation services executed in February 2018. 50,000 and 150,000 shares of common stock were awarded under the agreement during the three and six months ended June 30, 2018, respectively. The shares were awarded based on a performance vesting condition that was met in February 2018 and a time-based vesting condition that was met in May 2018. The compensation expense related to the vested common shares was included in the total stock-based services expense referenced above. The expense was based on the fair value of the underlying common stock at point of vesting which was $2.52 per share for 100,000 shares that vested in the first quarter of 2018 and $2.30 per share for the remaining 50,000 shares that vested in the second quarter of 2018 on a non-marketable basis. The common stock fair value was according to a separate independent third-party valuation analysis since there was no active trading market for the Company’s common stock. The remaining 100,000 shares of the share commitment under the agreement will vest over a 180 day period in tranches of 50,000 shares every 90 days. Additionally, the Company recorded stock-based services expense related to unissued stock options associated with a second consulting agreement whereby the number of option shares and pricing will not be set until the occurrence of the award date which is defined as the earlier to occur of a public offering, qualified financing, or December 31, 2018 (as amended from the originally stated June 30, 2018 date). The number of option shares under the agreement is based on a $3,000 monthly compensation amount divided by the fair value of the underlying common stock on the award date. The exercise price will also be set at the fair value of the underlying common stock on the award date. The liability associated with the unissued options was based on an option share equivalent estimate that reflects the portion of the award where performance vesting conditions have been met as of June 30, 2018 and was based on the fair value of the Company’s common stock on June 30, 2018 as the award date has not occurred. The common stock fair value on June 30, 2018 was $2.05 per share and was determined based on a separate independent third-party valuation analysis since there was no active trading market for the Company’s common stock. The stock-based services expense associated with the unissued stock options was $4,510 and $6,947 during the three and six months ended June 30, 2018, respectively, and was based on the following weighted-average assumptions using the Black-Scholes option-pricing model: As of June 30, Expected stock price volatility 50.0 % Expected life of options (years) 5 Expected dividend yield 0 % Risk free interest rate 2.73 % Upon the issuance of all of the unissued options associated with the stock-based award liabilities, the estimated number of shares available for future issuance as of June 30, 2018 would be reduced from 1,711,096 to 1,703,779 shares as a result of the remaining stock options to be issued upon vesting under the second consulting agreement. The 250,000 shares of common stock issuable under the February 2018 consulting agreement are not eligible for issuance under either the 2016 Plan or 2017 Plan because the 2016 Plan and 2017 Plan limit plan participants to individuals. See Note 12 - Stockholders’ Deficit for additional information. | NOTE 10 – Stock-Based Compensation NeuroOne formally adopted an equity incentive plan (“the 2016 Plan”) on October 27, 2016 which was subsequently adopted by the Company upon completion of the Acquisition. In addition, the Company adopted a 2017 Equity Incentive Plan (the “2017 Plan”) on April 17, 2017. The 2016 and 2017 Plans provide for the issuance of restricted shares and stock options to employees, directors, and consultants of the Company. The Company reserved 2,292,265 shares of common stock (as adjusted for the exchange ratio in connection with the Acquisition) for issuance under the 2016 and 2017 Plans on a combined basis. The Company began granting stock options and restricted stock awards in the second quarter of 2017. During the year ended December 31, 2017, 365,716 stock options for shares of common stock were granted to directors and consultants at a weighted average exercise price of $0.035 per share. The stock options granted during the year ended December 31, 2017 had a weighted average grant date fair value of $0.014 per share with various vesting periods and expire in ten years from the date of grant. In addition, the Company issued 215,453 shares of restricted common stock at a grant date fair value of $0.034 with performance vesting conditions from the 2016 Plan during the year ended December 31, 2017. All performance vesting conditions for the restricted common stock were met and there were no unvested shares as of December 31, 2017. Compensation expense associated with restricted common stock shares was $7,220. The following table summarizes the Company’s stock option plan activity for the years ended December 31, 2017 as follows: Weighted- Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (years) Value(1) Outstanding at December 31, 2016 — $ — — $ — Granted 365,716 $ 0.03 — — Exercised — $ — — — Forfeited/Cancelled — $ — — — Outstanding at December 31, 2017 365,716 $ 0.03 9.3 $ 908,920 Vested and exercisable at December 31, 2017 365,716 $ 0.03 9.3 $ 908,920 Vested and expected to vest at December 31, 2017 365,716 $ 0.03 9.3 $ 908,920 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of December 31, 2017 of $2.52 per share, respectively. Stock-based compensation expense, including stock options and restricted stock, was included in general and administrative and research and development costs as follows in the accompanying consolidated statements of operations: 2017 General and administrative $ 2,065 Research and development 74,729 Total stock-based compensation $ 76,794 The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the year ended December 31, 2017: 2017 Expected stock price volatility 47.8 % Expected life of options (years) 5.0 Expected dividend yield 0 % Risk free interest rate 1.9 % During the year ended December 31, 2017, 365,716 stock options and 215,453 restricted stock awards vested, respectively. The weighted average grant date fair value per share of options and restricted stock awards vesting during the year ended December 31, 2017 was $0.014 and $0.034, respectively. No stock options were forfeited during the year ended December 31, 2017. As of December 31, 2017, 1,711,096 shares were available for future issuance on a combined basis under the 2016 and 2017 Plans. |
Stockholders'_Member Deficit
Stockholders'/Member Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stockholders'/Member Deficit [Abstract] | ||
Stockholders'/Member Deficit | NOTE 12 – Stockholders’ Deficit Common Stock The Company has 100,000,000 shares of common stock authorized, par value $0.001 per share, of which 8,014,994 and 7,864,994 shares were issued and outstanding at June 30, 2018 and December 31, 2017, respectively. In connection with the February 2018 consulting agreement discussed in Note 10 – Stock-based Compensation, an additional 100,000 shares of common stock out of the total 250,000 shares are issuable under the contract. Upon issuance, these shares are subject to restrictions pursuant to the provisions of Rule 144. On April 26, 2018 and May 7, 2018, 100,000 and 50,000 shares of common stock were issued under the contract, respectively, and subject to the restrictions under the provisions of Rule 144. | NOTE 11 – Stockholders’ /Member Deficit Common Stock The Company has 100,000,000 shares of common stock authorized, par value $0.001 per share, of which 7,864,994 shares were issued and outstanding at December 31, 2017. Preferred Stock The Company also has 10,000,000 shares of preferred stock authorized, par value $0.001 per share, of which no shares were issued and outstanding as of December 31, 2017. Stockholders’ Deficit At the time of Acquisition, the Company had authorized 100,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. Prior to the Merger, on October 20, 2016, NeuroOne issued 5,131,514 shares of common stock (as adjusted for the exchange ratio in connection with the Acquisition) as founders’ shares to seven individuals. Three of those investors were officers of NeuroOne. NeuroOne recorded $9,050 of share subscription receivable for these stock issuances in 2016, which remained outstanding as of December 31, 2016. The shares were subscribed at value of $0.03 per share based on a valuation prepared by NeuroOne utilizing a weighted average market value of invested capital methodology. In June 2017, the purchase price owed by the seven individuals for the founders’ shares of NeuroOne under their respective subscription agreements totaling $9,050 was forgiven by NeuroOne prior to the Acquisition. Merger/Member Equity The sole member of the LLC received, upon the effectiveness of the Merger, in consideration for the cancellation of his membership interests in the LLC, 85,051 shares of common stock in NeuroOne (as adjusted for the exchange ratio in connection with the Acquisition). |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | ||
Income Taxes | NOTE 11 – Income Taxes The effective tax rate for the three and six months ended June 30, 2018 and 2017 was zero percent. As a result of the analysis of all available evidence as of June 30, 2018 and December 31, 2017, the Company recorded a full valuation allowance on its net deferred tax assets. Consequently, the Company reported no income tax benefit during the three and six months ended June 30, 2018 and 2017. If the Company’s assumptions change and the Company believes that it will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction of future income tax expense. If the assumptions do not change, each period the Company could record an additional valuation allowance on any increases in the deferred tax assets. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law making significant changes to the U.S. tax code. Changes affecting the Company’s consolidated financial statements include, but are not limited to, a U.S. federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. The Company has adjusted the disclosure amounts related to deferred tax assets and the valuation allowance recorded to reflect the new federal corporate tax rates. | NOTE 12 - Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including, but not limited to, the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law. The Company has recorded the necessary provisional adjustments in the consolidated financial statements in accordance with its current understanding of the TCJA and guidance currently available as of this filing and recorded a provisional reduction of $610,000 to its net gross deferred tax assets in the fourth quarter of 2017, the period in which the legislation was enacted. The provisional reduction was fully offset by an equal reduction in the Company’s valuation allowance given the Company’s historical net losses, resulting in no net income tax expense being recorded. The Company may adjust these provisional amounts in future periods if its interpretation of the TCJA changes or as additional guidance becomes available. Any subsequent adjustment to these amounts is not expected to have a significant impact due to the valuation allowance. NeuroOne LLC operated as a single-member LLC from formation on December 12, 2013 until it was merged into NeuroOne on October 27, 2016 (see Note 11 – Stockholders’/Member Deficit). As such, it was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was included in the consolidated financial statements for the period from January 1, 2016 through October 26, 2016. The effective tax rate for NeuroOne Medical Technologies Corporation for the year ended December 31, 2017 and for period from October 7, 2016 to December 31, 2016 was zero percent. A reconciliation of income tax computed at the statutory federal income tax rate to the provision (benefit) for income taxes included in the accompanying consolidated statements of operations for NeuroOne Medical Technologies Corporation is as follows: 2017 2016 Income tax benefit at federal statutory rate (34.0 )% (34.0 )% State income tax, net of federal benefit (6.5 ) (6.4 ) Disqualified interest and other 0.9 0.6 Research credits (1.2 ) — U.S. tax reform 12.1 — Valuation allowance 28.7 39.8 Effective tax rate — % — % Significant components of the Company’s deferred tax assets and liabilities are summarized in the tables below as of December 31: 2017 2016 Deferred tax assets: Federal and state operating loss carryforwards $ 871,371 $ 75,375 Acquired intangibles 5,433 514 Accruals 64,151 1,259 Convertible notes 534,749 28,884 Research and development credit carryforwards 63,197 — Stock-based compensation 19,821 — Total deferred tax assets 1,558,722 106,032 Valuation allowance (1,558,722 ) (106,032 ) Net deferred tax assets $ — $ — As of December 31, 2017 and 2016, the Company had gross deferred tax assets of approximately $1,559,000 and $106,000, respectively. Realization of the deferred assets is primarily dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company has had significant pre-tax losses since its inception. The Company has not yet generated revenues and faces significant challenges to becoming profitable. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance of approximately $1,559,000 and $106,000 as of December 31, 2017 and 2016, respectively. U.S. net deferred tax assets will continue to require a valuation allowance until the Company can demonstrate their realizability through sustained profitability or another source of income. As of December 31, 2017 and 2016, the Company’s federal net operating loss carryforwards were approximately $3,032,000 and $186,000, respectively. The Company had federal research credit carryforwards as of December 31, 2017 and 2016 of approximately $36,000 and zero, respectively. The federal net operating loss and tax credit carryforwards will begin to expire in 2036 if not utilized. As of December 31, 2017 and 2016, the Company had state net operating loss carryforwards of approximately $3,032,000 and $186,000, respectively. The Company had state research credit carryforwards of approximately $27,000 and zero as of December 31, 2017 and 2016, respectively. The state net operating loss carryforwards will begin to expire in 2031, if not utilized, and the state research credit carryforwards will begin to expire in 2032 if not utilized. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5-percent shareholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month time period testing period or beginning the day after the most recent ownership change, if shorter. The annual limitation may result in the expiration of net operating losses and credits before utilization. In accordance with ASC 740, Income Taxes In accordance with this guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company’s corporate returns are subject to examination for the 2016 tax year for federal and subject to examination for the 2016 tax year in one state jurisdiction. |
Defined Contribution Plan
Defined Contribution Plan | 6 Months Ended |
Jun. 30, 2018 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | NOTE 13 – Defined Contribution Plan The Company adopted a 401(k) defined contribution plan (the “401K Plan”) on January 1, 2017, which was amended and restated on March 1, 2018 (the “Restatement”), for all employees over age 21. Employees can defer up to 100% of their compensation through payroll withholdings into the 401K Plan subject to federal law limits. The Company began matching in the fourth quarter of 2017 on deferrals at 100% of deferrals up to 3% of one’s contributions and 50% on deferrals over 3%, but not exceeding 5% of one’s contributions up through the Restatement. The Company’s matching contributions to employee deferrals became discretionary after the Restatement. The Company may also make discretionary profit sharing contributions under the 401K Plan in the future, but it has not done so through June 30, 2018. Employee contributions and any employer matching contributions made to satisfy certain non-discrimination tests required by the Internal Revenue Code are 100% vested upon contribution. Discretionary employer matches to employee deferrals vest over a six year period beginning on the second anniversary of an employee’s date of hire. Discretionary profit sharing contributions vest over a five year period beginning on the first anniversary of an employee’s date of hire. The amount of matching contributions made during the three and six month period ended June 30, 2018 was $3,421. There were no matching contributions made during the comparable periods in 2017. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 14 – Subsequent Events Extinguishment and Conversion of Convertible Notes and Short-Term Notes Effective as of July 2, 2018, the Company entered into debt conversion agreements (the “Conversion Agreements”) with each Convertible Note and Short-Term Note subscriber to (i) convert the outstanding principal and accrued and unpaid interest under both the Convertible Notes and the Short-Term Notes into shares of the Company’s common stock based on the Outstanding Balance divided by $1.80 per share (the “Conversion Shares”); (ii) cancel and extinguish the Convertible Notes and Short-Term Notes; and (iii) amend and restate the Warrants, Replacement Warrants and Additional Warrants to make them immediately exercisable upon the conversion, at a per share exercise price equal to $1.80 per share. As consideration for the early conversion of the Convertible Notes and Short-Term Notes, the Company issued each subscriber a new warrant (the “Payment Warrants”), exercisable for up to the number of shares of common stock equal to the number of Conversion Shares received by such subscriber; at a per share exercise price of $1.80 per share. The Payment Warrants are exercisable commencing on July 2, 2018, and expire on November 21, 2021. Pursuant to the Conversion Agreements, $1,804,064 of the outstanding principal and interest of the Convertible Notes was converted into 1,002,258 shares of common stock and $259,297 of the outstanding principal and interest of the Short-Term Notes was converted into 144,053 shares of common stock. As of July 2, 2018, 2,482,372 shares of common stock were issuable upon exercise of the Warrants, Replacement Warrants, Additional Warrants and Payment Warrants. Private Placement and Corresponding Issuance of Common Stock and Warrants From July 9, 2018 through August 3, 2018, the Company entered into subscription agreements (each, a “Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company, in a private placement (the “2018 Private Placement”), agreed to issue and sell to the Purchasers units (each, a “Unit”), each consisting of (i) 1 share (each, a “Share”) of the Company’s common stock and (ii) a warrant to purchase 1 share of common stock at an initial exercise price of $3.00 per share (the “2018 Warrants”). The initial closing of the 2018 Private Placement was consummated on July 9, 2018 (the “First Closing”). As of August 8, 2018, the Company has issued and sold an aggregate of 295,200 Units to the Purchasers, for total gross proceeds to the Company of approximately $738,000, inclusive of the advances received in June 2018 in the amount of $188,000, before deducting offering expenses. In connection with the 2018 Private Placement, the Company has agreed to issue and sell to accredited investors up to a maximum of 4,000,000 Units (the “Maximum Offering”) at a price of $2.50 per Unit for total gross proceeds to the Company of up to $10,000,000. If the 2018 Private Placement is over-subscribed, the Company may, in its discretion sell up to an additional 600,000 Units (the “Over-Allotment”) to cover such over subscriptions. If the Company issues the Maximum Offering amount, 4,000,000 shares of Common Stock (4,600,000 shares of Common Stock if the Over-Allotment is exercised) would be issuable upon exercise of the 2018 Warrants. The Company may conduct any number of additional closings so long as the final closing occurs on or before October 4, 2018, which period may be extended by the Company in its discretion for up to 90 days as long as the amount of Units sold does not exceed the Maximum Offering and, if applicable, the Over-Allotment. Under the Purchase Agreement, the Company has agreed to use the net proceeds from the 2018 Private Placement to pay the outstanding principal and accrued interest on its 2017 Convertible Notes if such notes do not convert prior to maturity, to pay the principal on its unsecured term loans, for research and development, clinical studies, legal fees and sales and marketing expenses, as well as working capital and general corporate purposes. The Company has granted the Purchasers indemnification rights with respect to its representations, warranties and agreements under the Purchase Agreement. In connection with the 2018 Private Placement, the Company entered into registration rights agreements with each of the Purchasers pursuant to which the Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock sold in the 2018 Private Placement and the shares of Common Stock issuable upon exercise of the 2018 Warrants. The Company has agreed to file such registration statement within 75 days of the final closing of the 2018 Private Placement. Each registration rights Agreement includes customary indemnification rights in connection with the registration statement. The 2018 Warrants are exercisable beginning on the date of issuance and will expire on July 9, 2023, five years from the date of the First Closing. Prior to expiration, subject to the terms and conditions set forth in the 2018 Warrants, the holders of such 2018 Warrants may exercise the 2018 Warrants for shares of Common Stock by providing notice to the Company and paying the exercise price per share for each share so exercised. In connection with the 2018 Private Placement, the brokers will receive a cash commission equal to 10% of the gross proceeds from the sale of the Units. In addition to the brokers’ commission, the Company will issue 5-year warrants to the brokers to purchase an amount of Common Stock equal to 10% of the total amount of Shares sold in the 2018 Private Placement at an exercise price of $3.45 per share. | NOTE 13 - Subsequent Events Additional 2017 Convertible Notes The Company issued additional 2017 Convertible Notes and New Warrants to investors for aggregate gross proceeds of $475,000 from January 2, 2018 to February 13, 2018 of which $125,000 was received from an existing stockholder. The additional convertible notes and warrants issued have identical terms to the 2017 Convertible Notes and New Warrants disclosed in Note 8 - Convertible Promissory Notes and Warrant Agreements. Amended and Restated Short-Term Notes The Short-Term Notes were amended on March 12, 2018. The Amended and Restated Short-Term Notes became convertible promissory notes that bear interest at a fixed rate of 8% per annum and require the Company to repay the principal and accrued and unpaid interest thereon on the maturity date of July 31, 2018 (the “Maturity Date”). Pursuant to the terms of each Amended and Restated Short-Term Note, each subscriber received a replacement warrant (the “Replacement Warrant”) that effectively cancelled the original warrant that would have been issued upon the issuance of such Amended and Restated Short-Term Note. The Amended and Restated Short-Term Note also provided for the issuance of an additional warrant (the “Additional Warrant”). If the Company raises more than $3,000,000 in an equity or equity-linked financing before the Maturity Date (the “Short-Term Note Qualified Financing”), the outstanding principal and accrued interest (the “Outstanding Balance”) on the Amended and Restated Short-Term Note shall automatically convert into the securities issued by us in the Short-Term Note Qualified Financing (the “New Round Stock”) based on the greater number of such securities resulting from either (i) the Outstanding Balance divided by $1.80 or (ii) the Outstanding Balance multiplied by 1.25, divided by the price paid per security in the Short-Term Note Qualified Financing. If a change of control transaction occurs prior to the earlier of a Short-Term Note Qualified Financing or the Maturity Date, the Amended and Restated Short-Term Notes would, at the election of the holders of a majority of the outstanding principal of the Amended and Restated Short-Term Notes, either become payable on demand as of the closing date of such transaction or become convertible into shares of common stock immediately prior to such transaction at a price per share equal to the lesser of (i) the per share value of the common stock as determined by the Company’s Board of Directors as if in connection with the granting of stock-based compensation or in a private sale to a third party in an arms’ length transaction or (ii) at the per share consideration to be paid in such transaction. The date of a conversion under a Short-Term Note Qualified Financing or a change of control transaction under the terms of the Amended and Restated Short-Term Notes is referred to herein as the “Conversion Date”. The Amended and Restated Notes are unsecured. Replacement Warrants Each Replacement Warrant grants the holder the option to purchase up to the number of shares of capital stock of the Company equal to the New Round Stock issued or issuable upon the conversion of the Amended and Restated Short-Term Note held by such holder at a per share exercise price equal to either (i) the actual per share price of New Round Stock if the Amended and Restated Short-Term Note converted in connection with a Short-Term Qualified Financing or (ii) the price at which the Amended and Restated Short-Term Note converted in connection with a change of control transaction. The Replacement Warrants are exercisable commencing on the Conversion Date and expire on November 21, 2021. The exercise price and number of the shares issuable upon exercising the Replacement Warrants are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. Additional Warrants Each Additional Warrant grants the holder the option to purchase up to the number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the outstanding principal amount of the Amended and Restated Short-Term Note held by such holder and (ii) 0.75; at a per share exercise price of $1.80. The Additional Warrants are exercisable commencing on the Conversion Date and expire on November 21, 2021. The exercise price and number of the shares issuable upon exercising the Additional Warrants are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. Unsecured Loan On March 20, 2018, the Company received cash gross proceeds from an unsecured loan, represented by a promissory note, for $115,000 from an existing stockholder. The loan is interest free and requires that the Company repay the principal in full on the earlier to occur of (i) March 20, 2019 or (ii) the closing of an equity round of financing of the Company that raises more than $3 million in gross proceeds. The loan includes customary events of default. Consulting Agreement On February 6, 2018, in consideration for consulting services, the Company agreed to issue to an investor relations firm 250,000 shares of common stock on the following schedule: 100,000 shares of common stock within ten days of executing the agreement, 50,000 shares on the 90th, 180th and 270th day anniversaries of February 6, 2018. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Management's Use of Estimates | Management’s Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Management’s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of June 30, 2018, the Company did not have any deposits in excess of federally insured amounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2017, the Company did not have any deposits in excess of federally insured amounts. Prior to October 27, 2016, the Company did not maintain a bank account. Any expenses incurred while the Company was organized as an LLC were paid by the sole member of the LLC. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of June 30, 2018 and December 31, 2017, the fair values of cash, other assets, accounts payable, accrued expenses and the unsecured loans approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the short-term and convertible promissory notes of the Company was based on amortized cost which was deemed to approximate fair value. The fair value of the warrant liability and the premium conversion derivatives associated with the short-term and convertible promissory notes of the Company were based on cash flow models discounted at current implied market rates evidenced in recent arms-length transactions representing expected returns by market participants for similar instruments and are based on Level 3 inputs. There were no transfers between fair value hierarchy levels during the three and six months ended June 30, 2018 and 2017. The fair value of financial instruments measured on a recurring basis is as follows: As of June 30, 2018 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,977,363 $ — $ — $ 1,977,363 Premium conversion derivatives 328,609 — — 328,609 Total liabilities at fair value $ 2,305,972 $ — $ — $ 2,305,972 As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,381,465 $ — $ — $ 1,381,465 Premium conversion derivatives 462,174 — — 462,174 Total liabilities at fair value $ 1,843,639 $ — $ — $ 1,843,639 The following table provides a roll-forward of the warrant liability and premium debt conversion derivatives measured at fair value on a recurring basis using unobservable level 3 inputs for the six month periods ended June 30, 2018 and 2017: 2018 2017 Warrant liability Balance as of beginning of period $ 1,381,465 $ 345,960 Value assigned to warrants in connection with convertible promissory and short-term notes 579,873 440,919 Change in fair value of warrant liability 16,025 (19,253 ) Balance as of end of period $ 1,977,363 $ 767,626 2018 2017 Premium debt conversion derivatives Balance as of beginning of period $ 462,174 $ 137,650 Value assigned to the underlying derivatives in connection with convertible promissory and short-term notes 218,051 213,961 Change in fair value of premium debt conversion derivatives (351,616 ) 74,806 Balance as of end of period $ 328,609 $ 426,417 | Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of December 31, 2017 and 2016, the fair values of cash, other assets, accrued expenses and the unsecured loan approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the short-term and convertible promissory notes of the Company was based on amortized cost which was deemed to approximate fair value. The fair value of the warrant liability and the premium conversion derivative associated with the convertible promissory notes of the Company were based on cash flow models discounted at current implied market rates evidenced in recent arms-length transactions representing expected returns by market participants for similar instruments and are based on Level 3 inputs. There were no transfers between fair value hierarchy levels during the years ended December 31, 2017 or 2016. The fair value of financial instruments measured on a recurring basis is as follows: As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,381,465 $ — $ — $ 1,381,465 Premium conversion derivative 462,174 — — 462,174 Total liabilities at fair value $ 1,843,639 $ — $ — $ 1,843,639 As of December 31, 2016 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 345,960 $ — $ — $ 345,960 Premium conversion derivative 137,650 — — 137,650 Total liabilities at fair value $ 483,610 $ — $ — $ 483,610 The following table provides a roll-forward of the warrant liability and premium debt conversion derivative measured at fair value on a recurring basis using unobservable level 3 inputs for the year ended December 31, 2017 and period from October 7, 2016 to December 31, 2016: 2017 2016 Warrant liability Balance as of beginning of period $ 345,960 $ — Issuance of warrants in connection with convertible promissory notes 777,490 345,640 Change in fair value of warrant liability 258,015 320 Balance as of end of period $ 1,381,465 $ 345,960 2017 2016 Premium debt conversion derivative Balance as of beginning of period $ 137,650 $ — Value assigned to the underlying derivative in connection with convertible notes 342,486 137,564 Change in fair value of premium debt conversion derivative (17,962 ) 86 Balance as of end of period $ 462,174 $ 137,650 |
Intellectual Property | Intellectual Property NeuroOne LLC, the predecessor to NeuroOne, entered into two licensing agreements with major research institutions, which allows for access to certain patented technology and know-how. Payments under those agreements, not related to royalties, are capitalized and amortized to general and administrative expense over the expected useful life of the acquired technology. | Intellectual Property |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consists entirely of licensed intellectual property for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The Company assesses the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Through June 30, 2018, the Company has not impaired any long-lived assets. | Impairment of Long-Lived Assets The Company and the LLC evaluate their long-lived assets, which consists entirely of licensed intellectual property for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The Company and the LLC assess the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Through December 31, 2017, the Company has not impaired any long-lived assets. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are recorded as a reduction of the convertible promissory notes and short-term notes when applicable. Amortization of debt issuance costs is calculated using the straight-line method over the term of the short-term notes and convertible promissory notes, which approximates the effective interest method, and is recorded in interest expense in the accompanying consolidated statements of operations. | Debt Issuance Costs Debt issuance costs are recorded as a reduction of the convertible promissory notes and short-term notes when applicable. Amortization of debt issuance costs is calculated using the straight-line method over the term of the convertible promissory notes, which approximates the effective interest method, and is recorded in interest expense in the accompanying consolidated statements of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (ASC) 730, Research and Development | Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses may comprise of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development |
Warrant Liability | Warrant Liability The Company issued warrants to purchase equity securities in connection with the issuance or amendment of short-term and convertible promissory notes. The Company accounts for these warrants as a liability at fair value when the number of shares is not fixed and determinable in cases where warrant pricing protections in future equity financings are not available to other common stockholders. Additionally, issuance costs associated with the warrant liability are expensed as incurred and reflected as interest expense in the accompanying condensed consolidated statements of operations. The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants for any period when pricing protections in future equity financings remain in place, or until such time, if any, as the number of shares to be exercised becomes fixed, at which point the warrants will be classified in stockholders’ (deficit) equity provided that there are sufficient authorized and unissued shares of common stock to settle the warrants and redeem any other contracts that may require settlement in shares of common stock. Any future change in fair value of the warrant liability, when outstanding, is recognized in the consolidated statements of operations. | Warrant Liability The Company issued warrants to purchase equity securities in connection with the issuance of convertible promissory notes (see Note 8 – Convertible Promissory Notes and Warrant Agreements). The Company accounts for these warrants as a liability at fair value when the number of shares is not fixed and determinable in cases where warrant pricing protections in future equity financings are not available to other common stockholders. Additionally, issuance costs associated with the warrant liability are expensed as incurred and reflected as interest expense in the accompanying consolidated statements of operations. The Company adjusts the liability for changes in fair value until the earlier of the exercise or expiration of the warrants for any period when pricing protections in future equity financings remain in place, or until such time, if any, as the number of shares to be exercised becomes fixed, at which point the warrants will be classified in stockholders’ (deficit) equity provided that there are sufficient authorized and unissued shares of common stock to settle the warrants and redeem any other contracts that may require settlement in shares of common stock. Any future change in fair value of the warrant liability, when outstanding, is recognized in the consolidated statements of operations. |
Premium Debt Conversion Derivatives | Premium Debt Conversion Derivatives The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded derivatives that require separation from the host debt instrument. An embedded derivative that requires separation is bifurcated from its host debt instrument and a corresponding discount to the host debt instrument is recorded. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the straight-line method which approximates the effective interest method. The separated embedded derivative is accounted for separately on a fair market value basis. The Company records the fair value changes of a separated embedded derivative at each reporting period in the condensed consolidated statements of operations. The Company determined that the redemption features under the amended short-term promissory notes and convertible promissory notes qualified as embedded derivatives and were separated from their debt hosts. | Premium Debt Conversion Derivative The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded derivatives that require separation from the host debt instrument. An embedded derivative that requires separation is bifurcated from its host debt instrument and a corresponding discount to the host debt instrument is recorded. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the straight-line method which approximates the effective interest method. The separated embedded derivative is accounted for separately on a fair market value basis. The Company records the fair value changes of a separated embedded derivative at each reporting period in the consolidated statements of operations (see Note 8 – Convertible Promissory Notes and Warrant Agreements). The Company determined that the redemption feature under the convertible promissory notes qualified as an embedded derivative and was separated from its debt host with regard to the convertible promissory notes issued in November 2016 through December 2017. |
Income Taxes | Income Taxes For the Company, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. | Income Taxes For the Company, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of all of the deferred tax asset will not be realized. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law making significant changes to the U.S. tax code. Changes affecting the Company’s consolidated 2017 financial statements include, but are not limited to, a U.S federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. The Company has adjusted the disclosure amounts related to deferred tax assets and the valuation allowance recorded to reflect the new federal corporate tax rates. The LLC operated as a single-member LLC from formation on December 12, 2013 until it was merged into NeuroOne on October 27, 2016 (see Note 11 – Stockholders’/Member Deficit). As such, it was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was included in the financial statements for the period from January 1, 2016 through October 26, 2016. |
Net Loss Per Share | Net Loss Per Share For the Company, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s convertible short-term notes, convertible promissory notes, warrants and stock options are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants and stock options. Diluted earnings with respect to the short-term notes and convertible promissory notes utilizing the if-converted method was not applicable during the three and six month periods ended June 30, 2018 and 2017 as no conditions required for conversion had occurred during these periods. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the three and six month periods ended June 30, 2018 and 2017. The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the three and six month periods ended June 30, 2018 and 2017: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Warrants 189,750 (1) 902,834 189,750 (1) 902,834 Stock options 365,716 365,716 365,716 365,716 (1) There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million or a change of control transaction occurs in the future. | Net Loss Per Share For the Company, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s convertible promissory notes, warrants and stock options are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants and stock options. Diluted earnings with respect to the convertible promissory notes utilizing the if-converted method was not applicable during the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016 as no conditions required for conversion had occurred during these periods. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the year ended December 31, 2017 and for period from October 7, 2016 to December 31, 2016. The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the year ended December 31, 2017 and for the period from October 7, 2016 to December 31, 2016: 2017 2016 Warrants 189,750 (1) 388,886 Stock options 365,716 — (1) There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million occurs in the future. The LLC was a single-member LLC for which no units were outstanding. Accordingly, earnings per share is not presented for the LLC. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update (ASU) 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2016-09) In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , Revenue from Contracts with Customers (ASC 606) . | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2016-09) In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of fair value of financial instruments measured on a recurring basis | As of June 30, 2018 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,977,363 $ — $ — $ 1,977,363 Premium conversion derivatives 328,609 — — 328,609 Total liabilities at fair value $ 2,305,972 $ — $ — $ 2,305,972 As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,381,465 $ — $ — $ 1,381,465 Premium conversion derivatives 462,174 — — 462,174 Total liabilities at fair value $ 1,843,639 $ — $ — $ 1,843,639 | As of December 31, 2017 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 1,381,465 $ — $ — $ 1,381,465 Premium conversion derivative 462,174 — — 462,174 Total liabilities at fair value $ 1,843,639 $ — $ — $ 1,843,639 As of December 31, 2016 Description Total Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 345,960 $ — $ — $ 345,960 Premium conversion derivative 137,650 — — 137,650 Total liabilities at fair value $ 483,610 $ — $ — $ 483,610 |
Schedule of warrant liability and premium debt conversion derivatives measured at fair value on a recurring basis | 2018 2017 Warrant liability Balance as of beginning of period $ 1,381,465 $ 345,960 Value assigned to warrants in connection with convertible promissory and short-term notes 579,873 440,919 Change in fair value of warrant liability 16,025 (19,253 ) Balance as of end of period $ 1,977,363 $ 767,626 2018 2017 Premium debt conversion derivatives Balance as of beginning of period $ 462,174 $ 137,650 Value assigned to the underlying derivatives in connection with convertible promissory and short-term notes 218,051 213,961 Change in fair value of premium debt conversion derivatives (351,616 ) 74,806 Balance as of end of period $ 328,609 $ 426,417 | 2017 2016 Warrant liability Balance as of beginning of period $ 345,960 $ — Issuance of warrants in connection with convertible promissory notes 777,490 345,640 Change in fair value of warrant liability 258,015 320 Balance as of end of period $ 1,381,465 $ 345,960 2017 2016 Premium debt conversion derivative Balance as of beginning of period $ 137,650 $ — Value assigned to the underlying derivative in connection with convertible notes 342,486 137,564 Change in fair value of premium debt conversion derivative (17,962 ) 86 Balance as of end of period $ 462,174 $ 137,650 |
Schedule of computation of diluted net loss per share | For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Warrants 189,750 (1) 902,834 189,750 (1) 902,834 Stock options 365,716 365,716 365,716 365,716 (1) There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million or a change of control transaction occurs in the future. | 2017 2016 Warrants 189,750 (1) 388,886 Stock options 365,716 — (1) There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million occurs in the future. |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intangibles [Abstract] | ||
Schedule of intangible assets | Useful Life License agreements, net at December 31, 2017 12-13 Years $ 216,372 Less: amortization (9,903 ) License agreements, net at June 30, 2018 $ 206,469 | Useful Life License agreement, October 27, 2016 12-13 years $ 182,159 Less: amortization (1,269 ) Net Intangibles, December 31, 2016 180,890 License agreement amendment 53,115 Less: amortization (17,633 ) Net Intangibles, December 31, 2017 $ 216,372 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accrued Expenses [Abstract] | ||
Schedule of accrued expenses | June 30, December 31, Accrued licensing agreement fees $ 65,000 $ 120,000 Accrued services 1,118,872 600,339 Accrued issuance costs 30,933 28,083 Accrued payroll 256,926 223,195 Advances — 50,000 Other (1) 6,947 — $ 1,478,678 $ 1,021,617 (1) Accrued expenses include an obligation to issue stock options to a consultant that has met vesting requirements as of June 30, 2018 in the amount of $6,947. See Note 10 – Stock-Based Compensation for further detail. | 2017 2016 Accrued license fees $ 120,000 $ 182,009 Accrued services 600,339 31,186 Accrued issuance costs 28,083 22,015 Accrued payroll 223,195 28,252 Advances 50,000 — Other — 881 $ 1,021,617 $ 264,343 |
Short-Term Promissory Notes, 25
Short-Term Promissory Notes, Unsecured Loans and Advances (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Short-Term Promissory Notes, Unsecured Loans and Advances\Convertible Promissory Notes and Warrant Agreements [Abstract] | |
Schedule of short-term promissory notes, unsecured loans and advances | As of As of Short-term promissory notes, including accrued interest $ 259,184 $ 253,000 Unsecured loans $ 283,000 $ — Advances $ 188,000 $ — |
Convertible Promissory Notes 26
Convertible Promissory Notes and Warrant Agreements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Short-Term Promissory Notes, Unsecured Loans and Advances\Convertible Promissory Notes and Warrant Agreements [Abstract] | ||
Schedule of convertible promissory notes and warrant agreements | As of As of 2016 convertible promissory notes, net of discounts $ 1,613,207 $ 1,543,652 2017 convertible promissory notes, net of discounts 1,073,553 504,465 Accrued interest 234,450 120,223 Total 2,921,210 2,168,340 Current portion (1,129,781 ) (2,168,340 ) Long-term portion $ 1,791,429 $ — | 2017 2016 2016 convertible promissory notes, net of discounts $ 1,543,652 $ 220,840 2017 convertible promissory notes, net of discounts 504,465 — Accrued interest 120,223 4,357 $ 2,168,340 $ 225,197 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Offsetting Assets [Line Items] | ||
Schedule of stock option plan activity | Weighted- Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (years) Value(1) Outstanding at December 31, 2016 — $ — — $ — Granted 365,716 $ 0.03 — — Exercised — $ — — — Forfeited/Cancelled — $ — — — Outstanding at December 31, 2017 365,716 $ 0.03 9.3 $ 908,920 Vested and exercisable at December 31, 2017 365,716 $ 0.03 9.3 $ 908,920 Vested and expected to vest at December 31, 2017 365,716 $ 0.03 9.3 $ 908,920 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of December 31, 2017 of $2.52 per share, respectively. | |
Schedule of stock-based compensation expense | For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 General and administrative $ 115,000 $ 4,628 $ 367,000 $ 4,628 Research and development 4,510 7,221 6,947 7,221 Total stock-based services expense $ 119,510 $ 11,849 $ 373,947 $ 11,849 | 2017 General and administrative $ 2,065 Research and development 74,729 Total stock-based compensation $ 76,794 |
Schedule of weighted-average assumptions used Black-Scholes option-pricing model | For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Expected stock price volatility — 47.8 % — 47.8 % Expected life of options (years) — 5.0 — 5.0 Expected dividend yield — 0.0 % — 0.0 % Risk free interest rate — 1.9 % — 1.9 % | 2017 Expected stock price volatility 47.8 % Expected life of options (years) 5.0 Expected dividend yield 0 % Risk free interest rate 1.9 % |
Stock option [Member] | ||
Offsetting Assets [Line Items] | ||
Schedule of weighted-average assumptions used Black-Scholes option-pricing model | As of June 30, Expected stock price volatility 50.0 % Expected life of options (years) 5 Expected dividend yield 0 % Risk free interest rate 2.73 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of reconciliation of income tax computed at the statutory federal income tax rate | 2017 2016 Income tax benefit at federal statutory rate (34.0 )% (34.0 )% State income tax, net of federal benefit (6.5 ) (6.4 ) Disqualified interest and other 0.9 0.6 Research credits (1.2 ) — U.S. tax reform 12.1 — Valuation allowance 28.7 39.8 Effective tax rate — % — % |
Schedule of deferred tax assets and liabilities | 2017 2016 Deferred tax assets: Federal and state operating loss carryforwards $ 871,371 $ 75,375 Acquired intangibles 5,433 514 Accruals 64,151 1,259 Convertible notes 534,749 28,884 Research and development credit carryforwards 63,197 — Stock-based compensation 19,821 — Total deferred tax assets 1,558,722 106,032 Valuation allowance (1,558,722 ) (106,032 ) Net deferred tax assets $ — $ — |
Organization and Basis of Pre29
Organization and Basis of Presentation (Details) | 1 Months Ended | 6 Months Ended | |
Jul. 20, 2017$ / sharesshares | Jun. 30, 2018 | Feb. 28, 2018shares | |
Organization and Basis of Presentation (Textual) | |||
Conversation of stock, description | NeuroOne Medical Technologies Corporation, increased its authorized number of shares of common stock from 45,000,000 to 100,000,000, increased its authorized number of shares of preferred stock from 5,000,000 to 10,000,000 and reincorporated in Delaware. | ||
Description of acquisition | (i) all outstanding shares of common stock of NeuroOne, par value $0.0001 per share (the "NeuroOne Shares"), were exchanged for shares of the Company's common stock, par value $0.001 per share (the "Company Shares"), based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share (the "Exchange Ratio"), resulting in the Company issuing, on July 20, 2017, an aggregate of 6,291,994 Company Shares for all of the then-outstanding NeuroOne Shares, (ii) all outstanding options of NeuroOne were replaced with options to purchase Company Shares based on the Exchange Ratio, with corresponding adjustments to their respective exercise prices, pursuant to which the Company reserved 992,265 Company Shares for issuance upon the exercise of options. | ||
Par value of company's common stock issued in lieu of exchange | $ / shares | $ 0.001 | ||
Reserved for future issuance shares exercise of options | 250,000 | ||
NeuroOne, Inc. [Member] | |||
Organization and Basis of Presentation (Textual) | |||
Common stock, ownership percentage | 100.00% | ||
Par value of company's common stock issued in lieu of exchange | $ / shares | $ 0.0001 | ||
Common shares exchange ratio | 17.0103706 | ||
Aggregate shares issued of the then-outstanding NeuroOne shares | 6,291,994 | ||
Reserved for future issuance shares exercise of options | 992,265 | ||
Tendered for cancellation of shares | 3,500,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Going Concern (Textual) | |||
Accumulated deficit | $ 7,942,556 | $ 5,324,796 | $ 266,370 |
Unsecured loan | 283,000 | ||
Cumulative losses | 49,930 | ||
Short-term promissory note | 253,000 | 253,000 | |
Convertible promissory note financing | 1,625,120 | 1,625,120 | |
Second convertible promissory note financing | 1,540,000 | 665,000 | |
Convertible promissory note, subscription | 2,500,000 | 2,500,000 | |
Convertible promissory note, subscription one | $ 2,000,000 | $ 1,500,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities: | |||
Warrant liability | $ 1,977,363 | $ 1,381,465 | $ 345,960 |
Premium conversion derivatives | 328,609 | 462,174 | 137,650 |
Total liabilities at fair value | 2,305,972 | 1,843,639 | 483,610 |
Level 1 [Member] | |||
Liabilities: | |||
Warrant liability | |||
Premium conversion derivatives | |||
Total liabilities at fair value | |||
Level 2 [Member] | |||
Liabilities: | |||
Warrant liability | |||
Premium conversion derivatives | |||
Total liabilities at fair value | |||
Level 3 [Member] | |||
Liabilities: | |||
Warrant liability | 1,977,363 | 1,381,465 | 345,960 |
Premium conversion derivatives | 328,609 | 462,174 | 137,650 |
Total liabilities at fair value | $ 2,305,972 | $ 1,843,639 | $ 483,610 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Warrant liability | ||||
Balance as of beginning of period | $ 1,381,465 | $ 345,960 | $ 345,960 | |
Balance as of end of period | 1,977,363 | 1,381,465 | $ 345,960 | |
Warrant [Member] | ||||
Warrant liability | ||||
Balance as of beginning of period | 1,381,465 | 345,960 | 345,960 | |
Issuance of warrants in connection with convertible promissory notes | 777,490 | 345,640 | ||
Value assigned to warrants in connection with convertible promissory and short-term notes | 579,873 | 440,919 | ||
Change in fair value of warrant liability | 16,025 | (19,253) | 258,015 | 320 |
Balance as of end of period | $ 1,977,363 | $ 767,626 | $ 1,381,465 | $ 345,960 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Premium debt conversion derivatives | ||||
Balance as of beginning of period | $ 462,174 | $ 137,650 | $ 137,650 | |
Balance as of end of period | 328,609 | 462,174 | $ 137,650 | |
Premium debt conversion derivatives [Member] | ||||
Premium debt conversion derivatives | ||||
Balance as of beginning of period | 462,174 | 137,650 | 137,650 | |
Value assigned to the underlying derivatives in connection with convertible promissory and short-term notes | 218,051 | 213,961 | 342,486 | 137,564 |
Change in fair value of premium debt conversion derivative | (351,616) | 74,806 | (17,962) | 86 |
Balance as of end of period | $ 328,609 | $ 426,417 | $ 462,174 | $ 137,650 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details 3) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Warrants [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Anti-dilutive computation of diluted net loss per share | 189,750 | [1] | 902,834 | 189,750 | [1] | 902,834 | 189,750 | [2] | 388,886 |
Stock options [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Anti-dilutive computation of diluted net loss per share | 365,716 | 365,716 | 365,716 | 365,716 | 365,716 | ||||
[1] | There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million or a change of control transaction occurs in the future. | ||||||||
[2] | There are additional potential warrants to be included which will be known, if and when a qualified financing event greater than $3 million occurs in the future. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | |||
U.S federal corporate tax rate decreased | 34.00% | 34.00% | |
Additional potential warrants | $ 3 | $ 3 | |
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
U.S federal corporate tax rate decreased | 35.00% | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
U.S federal corporate tax rate decreased | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Oct. 01, 2014 | Feb. 28, 2018 | Oct. 27, 2016 | Dec. 31, 2017 |
Commitments and Contingencies (Textual) | ||||
Milestone payments in connection with WARF License Agreement | $ 55,000 | |||
Common stock shares issued | 250,000 | |||
WARF License Agreement [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Milestone payments in connection with WARF License Agreement | $ 110,000 | 55,000 | ||
Estimated fair value of intangible asset | 120,000 | |||
Cummulative financing triggers payment | 3,000,000 | |||
Minimum royalties for the year 2019 | 50,000 | |||
Minimum royalties for the year 2020 | 100,000 | |||
Royalties per year beginning from 2021 | $ 150,000 | |||
Expiry date | Dec. 31, 2030 | |||
Cost incurred maintaining licensed patents | $ 65,000 | |||
Cummulative financing triggers payment | 5,000,000 | |||
Mayo Agreement [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Value of share issued as royalty upon the achievement of milestone | $ 300 | |||
Milestone amount recorded for intellectual property | $ 91,709 | |||
Milestone payments paid | $ 91,709 | |||
Percentage of unpaid accrued interest | 2.00% | |||
Expiry date | May 25, 2037 | |||
NeuroOne, Inc. [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Common stock shares issued | 859,976 | |||
Additional amount of intangible assets | $ 53,115 | |||
Accrued expense | $ 120,000 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Intangible Assets [Abstract] | ||||||
License agreements, Beginning balance | $ 216,372 | |||||
Less: amortization | (9,903) | |||||
License agreements, Ending balance | $ 206,469 | $ 206,469 | $ 216,372 | |||
Minimum [Member] | ||||||
Schedule of Intangible Assets [Abstract] | ||||||
License agreement Useful Life | 13 years | |||||
Maximum [Member] | ||||||
Schedule of Intangible Assets [Abstract] | ||||||
License agreement Useful Life | 12 years | |||||
Intangible Assets [Member] | ||||||
Schedule of Intangible Assets [Abstract] | ||||||
License agreements, Beginning balance | $ 216,372 | $ 180,890 | 180,890 | |||
License agreement | $ 182,159 | |||||
License agreement amendment | 53,115 | |||||
Less: amortization | (1,269) | $ 4,951 | $ 4,097 | $ 9,903 | $ 9,104 | (17,633) |
License agreements, Ending balance | $ 180,890 | $ 216,372 | ||||
Intangible Assets [Member] | Minimum [Member] | ||||||
Schedule of Intangible Assets [Abstract] | ||||||
License agreement Useful Life | 12 years | |||||
Intangible Assets [Member] | Maximum [Member] | ||||||
Schedule of Intangible Assets [Abstract] | ||||||
License agreement Useful Life | 13 years |
Intangibles (Details Textual)
Intangibles (Details Textual) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Oct. 26, 2016 | Dec. 31, 2017 | |
Intangibles (Textual) | |||||||
Amortization, description | The Company anticipates amortization expense of approximately $15,000 to $17,000 per year for fiscal year 2018 through 2022 based upon the two current license agreements. | ||||||
Amortization expense | $ (9,903) | ||||||
NeuroOne LLC [Member] | |||||||
Intangibles (Textual) | |||||||
Amortization expense | $ 6,471 | ||||||
Intangible Assets [Member] | |||||||
Intangibles (Textual) | |||||||
Amortization expense | $ (1,269) | $ 4,951 | $ 4,097 | $ 9,903 | $ 9,104 | $ (17,633) |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Schedule of Accrued Expenses [Abstract] | |||||
Accrued licensing agreement fees | $ 65,000 | $ 120,000 | $ 182,009 | ||
Accrued services | 1,118,872 | 600,339 | 31,186 | ||
Accrued issuance costs | 30,933 | 28,083 | 22,015 | ||
Accrued payroll | 256,926 | 223,195 | 28,252 | ||
Advances | 50,000 | ||||
Other | 6,947 | [1] | [1] | 881 | |
Total accrued expenses | $ 1,478,678 | $ 1,021,617 | $ 264,343 | ||
[1] | Accrued expenses include an obligation to issue stock options to a consultant that has met vesting requirements as of June 30, 2018 in the amount of $6,947. See Note 10 - Stock-Based Compensation for further detail. |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Accrued Expenses (Textual) | |||||
Accrued expenses include an obligation | $ 6,947 | [1] | [1] | $ 881 | |
[1] | Accrued expenses include an obligation to issue stock options to a consultant that has met vesting requirements as of June 30, 2018 in the amount of $6,947. See Note 10 - Stock-Based Compensation for further detail. |
Short-Term Promissory Notes, 41
Short-Term Promissory Notes, Unsecured Loans and Advances (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Short-Term Promissory Notes, Unsecured Loans and Advances\Convertible Promissory Notes and Warrant Agreements [Abstract] | ||
Short-term promissory notes, including accrued interest | $ 259,184 | $ 253,000 |
Unsecured loans | 283,000 | |
Advances | $ 188,000 |
Short-Term Promissory Notes, 42
Short-Term Promissory Notes, Unsecured Loans and Advances (Details Textual) - USD ($) | Mar. 20, 2018 | Mar. 12, 2018 | May 17, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Nov. 30, 2016 |
Short-Term Promissory Notes, Unsecured Loans and Advances (Textual) | |||||||||
Discount amortization charged to interest expense related to issuance of warrants | $ 35,479 | ||||||||
Short-term unsecured loan | $ 283,000 | $ 283,000 | |||||||
Gross proceeds upon equity qualified financing | $ 3,000,000 | $ 5,000,000 | |||||||
Additional warrants, reduction | 22,624 | 22,624 | |||||||
Warrants exercisable, description | The holder the option to purchase up to the number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the outstanding principal amount of the Amended and Restated Short-Term Note held by such holder and (ii) 0.75; at a per share exercise price of $1.80. | ||||||||
Other Liabilities | 188,000 | 188,000 | |||||||
NeuroOne, Inc. [Member] | |||||||||
Short-Term Promissory Notes, Unsecured Loans and Advances (Textual) | |||||||||
Short-term unsecured loan | $ 50,000 | ||||||||
Unsecured Loan [Member] | |||||||||
Short-Term Promissory Notes, Unsecured Loans and Advances (Textual) | |||||||||
Short-term unsecured promissory notes maturity date | Mar. 20, 2019 | May 17, 2019 | |||||||
Short-term unsecured loan | $ 50,000 | ||||||||
Gross proceeds upon equity qualified financing | $ 115,000 | $ 168,000 | |||||||
Short-Term Promissory Notes [Member] | |||||||||
Short-Term Promissory Notes, Unsecured Loans and Advances (Textual) | |||||||||
Aggregate gross proceeds of short-term unsecured promissory notes | $ 253,000 | ||||||||
Issuance costs discounted of short-term unsecured promissory notes | $ 3,030 | ||||||||
Discount amortization charged to interest expense related to issuance of warrants | 1,748 | ||||||||
Short-term unsecured promissory notes maturity date | Jul. 31, 2018 | ||||||||
Common stock purchase warrants | 189,750 | ||||||||
Warrants maturity term | 5 years | ||||||||
Warrants exercise price | $ 1.80 | ||||||||
Initial warrant liability changes | $ 61,496,000 | $ 137,722 | |||||||
Fair value of warrants risk-free interest rate | 2.10% | 2.65% | |||||||
Fair value of warrants expected volatility | 47.80% | 50.00% | |||||||
Fair value of warrants expected life | 5 years 8 months 12 days | 3 years 4 months 20 days | |||||||
Fair value of warrants expected dividend yield | 0.00% | 0.00% | |||||||
Warrants expiration date | Jul. 31, 2023 | ||||||||
Loss on Short-Term Notes extinguishment | $ 186,220 | 144,577 | |||||||
Fair value decrease of short-term notes and warrants | 1,170 | $ 117,280 | |||||||
Premium Conversion Derivative [Member] | |||||||||
Short-Term Promissory Notes, Unsecured Loans and Advances (Textual) | |||||||||
Initial warrant liability changes | 46,471 | 46,428 | |||||||
Value of premium conversion derivative | $ 49,668 | ||||||||
Short-term notes conversion, description | The Short-Term Notes contained a 125% conversion premium in the event that a Short Term Note Qualified Financing occurs at a price under $2.25 per common share. | ||||||||
Replacement Warrants [Member] | |||||||||
Short-Term Promissory Notes, Unsecured Loans and Advances (Textual) | |||||||||
Initial warrant liability changes | $ 12,701 | $ 10,330 |
Convertible Promissory Notes 43
Convertible Promissory Notes and Warrant Agreements (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | |||
Accrued interest | $ 234,450 | $ 120,223 | |
Total | 2,921,210 | 2,168,340 | |
Current portion | 1,129,781 | 2,168,340 | $ 225,197 |
Long-term portion | 1,791,429 | ||
Accrued interest [Member] | |||
Short-term Debt [Line Items] | |||
Current portion | 120,223 | 4,357 | |
2016 convertible promissory notes, net of discounts [Member] | |||
Short-term Debt [Line Items] | |||
Total | 1,613,207 | ||
Current portion | 1,543,652 | 220,840 | |
2017 convertible promissory notes, net of discounts [Member] | |||
Short-term Debt [Line Items] | |||
Total | $ 1,073,553 | ||
Current portion | $ 504,465 |
Convertible Promissory Notes 44
Convertible Promissory Notes and Warrant Agreements (Details Textual) - USD ($) | Oct. 04, 2017 | Nov. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2015 |
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Convertible promissory notes and common stock purchase warrants for aggregate gross proceeds | $ 432,849 | $ 484,201 | ||||||||
Aggregate principal amount | $ 2,921,210 | 2,921,210 | $ 2,168,340 | |||||||
Discount to convertible notes | 377,026 | 482,505 | ||||||||
Debt issuance cost discount | $ 87,769 | |||||||||
Loss on convertible notes extinguishment | (186,220) | |||||||||
Operations expense | 1,172,214 | 888,689 | 2,269,694 | 1,404,747 | ||||||
Bifurcation of premium conversion derivative related to convertible promissory notes | 77,085 | $ 168,383 | 213,961 | |||||||
New Warrants [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Fair value of warrants risk-free interest rate | 2.74% | 2.22% | ||||||||
Fair value of warrants expected volatility | 50.00% | 50.00% | ||||||||
Fair value of warrants expected life | 5 years 2 months 16 days | 5 years 4 months 17 days | ||||||||
Fair value of warrants expected dividend yield | 0.00% | 0.00% | ||||||||
Convertible promissory note proceeds assigned to warrants | 203,287 | $ 442,151 | ||||||||
Amortization expense | 141,510 | 212,015 | ||||||||
Fair value changes of warrant liability | $ 11,205 | $ 20,560 | ||||||||
2016 Convertible Promissory Notes [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Subscription Agreement Limit 2016 Convertible Notes | $ 2,500,000 | |||||||||
Aggregate principal amount | $ 1,625,120 | |||||||||
Convertible notes bear interest at fixed rate | 8.00% | 8.00% | 8.00% | |||||||
Repay principal and accrued and unpaid interest earlier | Jul. 31, 2018 | Jul. 31, 2018 | ||||||||
Gross proceeds of equity qualified financing | $ 3,000,000 | $ 3,000,000 | ||||||||
Description of outstanding principal and accrued interest | If a Qualified Financing had occurred before July 31, 2018, the outstanding principal and accrued and unpaid interest on the Convertible Notes would have automatically converted into the securities issued by the Company in such financing based on the greater number of securities resulting from either the outstanding principal and accrued interest on the Convertible Notes divided by $1.80, or the outstanding principal and accrued interest on the Convertible Notes multiplied by 1.25, divided by the price paid per security in the Qualified Financing. If the Company failed to complete a Qualified Financing by July 31, 2018, the Convertible Notes would have been immediately due and payable on such date. | If a Qualified Financing occurs before July 31, 2018, the outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converts into the securities issued by the Company in such financing based on the greater number of securities resulting from either the outstanding principal and accrued interest on the Convertible Notes divided by $1.80, or the outstanding principal and accrued interest on the Convertible Notes multiplied by 1.25, divided by the price paid per security in the Qualified Financing. If the Company fails to complete a Qualified Financing by July 31, 2018, the Convertible Notes will be immediately due and payable on such date. | ||||||||
Description of maximum voting power of surviving entity | Change of control means a merger or consolidation with another entity in which the Company's stockholders do not own more than 50 percent of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the assets of the Company. | Change of control means a merger or consolidation with another entity in which the Company's stockholders do not own more than 50 percent of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the assets of the Company. | ||||||||
Amount of convertible note held by warrant holder | 1,800 | 1,800 | $ 1,800 | $ 1.80 | ||||||
Warrants exercisable date of issuance and expire | Nov. 21, 2021 | Nov. 21, 2021 | ||||||||
Fair value of warrants risk-free interest rate | 2.65% | 2.08% | ||||||||
Fair value of warrants expected volatility | 50.00% | 50.00% | ||||||||
Fair value of warrants expected life | 3 years 4 months 20 days | 3 years 10 months 21 days | ||||||||
Fair value of warrants expected dividend yield | 0.00% | 0.00% | ||||||||
Convertible promissory note proceeds assigned to warrants | $ 345,640 | $ 0 | 440,919 | $ 440,919 | ||||||
Amortization expense | 198,295 | 27,555 | 317,157 | 759,004 | ||||||
Convertible notes to interest expense | 320,000 | $ 259,352 | ||||||||
Convertible notes conversion premium | 125.00% | 125.00% | ||||||||
Convertible notes conversion price per common share | $ 2.25 | $ 2.25 | $ 2.25 | |||||||
Discount to convertible notes | 137,564 | $ 0 | 213,961 | $ 213,961 | ||||||
Convertible notes of conversion premium amortization expense | 10,974 | 340,551 | ||||||||
Premium debt conversion derivative interest expense | 86 | (18,428) | ||||||||
Fair value changes of warrant liability | $ 116,111 | (19,038) | (14,865) | (19,253) | ||||||
2016 Convertible Promissory Notes [Member] | Private placement agent [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Amortization expense | 19,506 | 31,867 | ||||||||
Convertible notes to interest expense | 2,985 | 74,264 | ||||||||
Discount to convertible notes | $ 37,469 | $ 0 | 39,781 | $ 39,781 | ||||||
Description of convertible notes issuance costs | In connection with the Convertible Notes, the Company incurred issuance costs in the amount of $151,915, which included (i) a placement agent cash fee, which was $113,610 for the Convertible Notes issued through June 19, 2017 (ii) the obligation to issue a warrant to the placement agent (the "placement agent warrant'') which would have had an exercise price of $2.00 per share of common stock with a total fair value of $4,855 on date of Convertible Note issuance, and (iii) legal expenses of $33,450. | In connection with the Convertible Notes, the Company incurred issuance costs in the amount of $151,915, which included (i) a placement agent cash fee, which was $113,610 for the Convertible Notes issued through June 19, 2017 (ii) the obligation to issue a warrant to the placement agent (the "placement agent warrant") which will have an exercise price of $2.00 per share of common stock and had a total fair value of $4,855 on date of Convertible Note issuance, and (iii) legal expenses of $33,450. | ||||||||
Warrant term | 5 years | 5 years | ||||||||
Common stock purchase warrants | 29,000 | 63,000 | 63,000 | |||||||
Percentage of common stock purchase warrants | 8.00% | 8.00% | ||||||||
Issuance costs attributed to common stock purchase warrants | $ 36,546 | $ 22,316 | 38,119 | $ 38,119 | ||||||
2016 Convertible Promissory Notes [Member] | New Warrants [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Issuance costs attributed to common stock purchase warrants | $ 1,625,120 | |||||||||
2017 Convertible Notes [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Subscription Agreement Limit 2016 Convertible Notes | 1,500,000 | |||||||||
Aggregate principal amount | 717,040 | |||||||||
Principal amount | 665,000 | |||||||||
Amortization expense | 86,163 | 133,481 | 317 | |||||||
Debt issuance cost discount | 5,283 | |||||||||
Subscription Agreement Limit 2017 Convertible Notes | 1,500,000 | |||||||||
Legal Fees | 294,615 | |||||||||
Loss on convertible notes extinguishment | 303,560 | |||||||||
Operations expense | 466 | |||||||||
Fair value changes on premium debt conversion derivative | (313,303) | 74,623 | (310,637) | 74,806 | ||||||
2017 Convertible Notes [Member] | Private placement agent [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Convertible promissory notes and common stock purchase warrants for aggregate gross proceeds | 53,987 | 81,008 | ||||||||
Fair value changes on premium debt conversion derivative | 4,126 | 5,449 | ||||||||
2017 Convertible Notes [Member] | New Warrants [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Discount to convertible notes | 1,138 | 1,513 | ||||||||
Cost of issuance | $ 8,133 | |||||||||
Subscription Agreement [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Description of convertible notes issuance costs | Pursuant to the subscription agreements entered into in connection with the 2016 Private Placement and the Private Placement, the Company is entitled to receive notice in the event a holder elects to sell or receives a bona fide offer for any portion of the Convertible Notes and associated Warrants or any portion of the 2017 Convertible Notes or New Warrants, as applicable, and the right to purchase the Convertible Notes and associated Warrants or the 2017 Convertible Notes and associated New Warrants on the same terms as the proposed sale or bona fide offer, as applicable, as long as the Company exercises that right within 15 days of receiving written notice. The Company has granted the subscribers indemnification rights with respect to its representations, warranties, covenants and agreements under the respective subscription agreements. | |||||||||
Subscription Agreement [Member] | 2017 Convertible Notes [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Aggregate principal amount | $ 665,000 | |||||||||
Convertible notes bear interest at fixed rate | 8.00% | |||||||||
Percentage of outstanding voting power | 50.00% | |||||||||
Maturity date, description | Pursuant to which the Company, in a private placement (the ''Private Placement''), agreed to issue and sell to the Subscribers 8% convertible promissory notes (each, a ''Note'' and collectively, the ''2017 Convertible Notes'') and warrants (the ''New Warrants'') to purchase shares of the Company's capital stock in the event of a conversion event. The number of shares and pricing per share of the New Warrants are based on the underlying conversion event and are exercisable for five years commencing on the triggering conversion event. The subscription agreement, the 2017 Convertible Notes and New Warrants were amended on December 14, 2017 to move up the maturity date of the 2017 Convertible Notes from October 4, 2022 to December 31, 2018, remove subordination provisions and simplify the conversion provision of the 2017 Convertible Notes in the event of a qualified financing as described more fully below, to modify the exercise price of the New Warrants and to increase the authorized subscription amount to $1,500,000. In May 2018, the Board approved an increase in the authorized subscription from $1,500,000 to $2,000,000 and extended the offering period from the five month anniversary of the initial closing to the eight month anniversary of the initial closing. | |||||||||
Gross proceeds of equity qualified financing | $ 3,000,000 | |||||||||
Description of convertible notes issuance costs | Prior to the December 2017 amendment, if the Company had raised more than $3,000,000 in an equity financing before October 4, 2022, the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes would have automatically converted into the securities issued by the Company in such financing based on the greater number of such securities resulting from either (i) the outstanding principal and accrued interest on the 2017 Convertible Notes divided by $2.25 or (ii) the outstanding principal and accrued interest on the 2017 Convertible Notes multiplied by 1.25, divided by the price paid per security in such financing. The New Warrants would have also become exercisable in conjunction with the 2017 Convertible Notes Qualified Financing. | |||||||||
Percentage of common stock purchase warrants | 80.00% | |||||||||
November 2017 amendment [Member] | 2016 Convertible Promissory Notes [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Convertible promissory notes and common stock purchase warrants for aggregate gross proceeds | 97,223 | |||||||||
Aggregate principal amount | 97,223,000 | |||||||||
Amortization expense | $ 34,970 | $ 0 | $ 69,555 | $ 0 | ||||||
Discount to convertible notes | $ 97,223 | |||||||||
Fair value of the amended convertible notes carrying value at time of the amendment | $ 97,223 | 97,223 | ||||||||
2017 Convertible Note amendment [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Aggregate principal amount | $ 128,525 | |||||||||
Convertible notes bear interest at fixed rate | 8.00% | 8.00% | ||||||||
Maturity date, description | The Company to repay the principal and accrued and unpaid interest thereon on December 31, 2018 (the "2017 Convertible Notes Maturity Date"). If the Company consummates an equity round of financing resulting in more than $3 million in gross proceeds before December 31, 2018 (the "2017 Convertible Notes Qualified Financing"), the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes shall automatically convert into the securities issued by the Company in the 2017 Convertible Notes Qualified Financing equal to the outstanding principal and accrued interest on the 2017 Convertible Notes divided by 80% of the price per share of the securities issued by the Company in the 2017 Convertible Notes Qualified Financing. | Convertible Notes whereby the maturity date was moved up to December 2018 from October 2022 and the terms associated embedded features were revised as described previously. | ||||||||
Gross proceeds of equity qualified financing | $ 336,571 | |||||||||
Fair value of warrants risk-free interest rate | 2.22% | |||||||||
Fair value of warrants expected volatility | 50.00% | |||||||||
Fair value of warrants expected life | 5 years 4 months 17 days | |||||||||
Fair value of warrants expected dividend yield | 0.00% | |||||||||
Convertible promissory note proceeds assigned to warrants | $ 336,571 | |||||||||
Amortization expense | $ 6,503 | $ 12,935 | $ 3,815 | |||||||
Convertible notes conversion premium | 80.00% | |||||||||
Discount to convertible notes | $ 27,371 | |||||||||
Convertible notes of conversion premium amortization expense | 294,615 | |||||||||
Debt issuance cost discount | 1,286 | |||||||||
Fair value of underlying convertible notes, description | Substantial modification to the original 2017 Convertible Notes whereby the maturity date was moved up to December 2018 from October 2022 and the terms associated with the embedded features were revised as described previously. The fair value of the underlying Convertible Notes was $27,371 lower than the face amount of the 2017 Convertible Notes. The $27,371 difference was recorded as a discount to the debt and is being amortized over the amended term of the 2017. | |||||||||
2017 Convertible Note amendment [Member] | New Warrants [Member] | ||||||||||
Convertible Promissory Notes and Warrant Agreements (Textual) | ||||||||||
Amortization expense | 9,971 | |||||||||
Debt issuance cost discount | 230,615 | |||||||||
Operations expense | $ (1,337) |
Investment Banker Fee (Details)
Investment Banker Fee (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2016 | |
Investment Banker Fee (Textual) | ||
Non-refundable fee to investment banker | $ 50,000 | $ 50,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Stock-Based Compensation [Abstract] | ||
Number of Options, Outstanding at December 31, 2016 | shares | ||
Number of Options, Granted | shares | 365,716 | |
Number of Options, Exercised | shares | ||
Number of Options, Forfeited/Cancelled | shares | ||
Number of Options, Outstanding at December 31, 2017 | shares | 365,716 | |
Number of Options, Vested and exercisable at December 31, 2017 | shares | 365,716 | |
Number of Options, Vested and expected to vest at December 31, 2017 | shares | 365,716 | |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | ||
Weighted Average Exercise Price, Granted | 0.03 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited/Cancelled | ||
Weighted Average Exercise Price, Outstanding at December 31, 2017 | 0.03 | |
Weighted Average Exercise Price, Vested and exercisable at December 31, 2017 | 0.03 | |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2017 | $ 0.03 | |
Weighted-Average Remaining Contractual Term (years), Outstanding at December 31, 2017 | 9 years 3 months 19 days | |
Weighted-Average Remaining Contractual Term (years), Vested and exercisable at December 31, 2017 | 9 years 3 months 19 days | |
Weighted-Average Remaining Contractual Term (years), Vested and expected to vest at December 31, 2017 | 9 years 3 months 19 days | |
Aggregate Intrinsic Value, Outstanding at December 31, 2016 | $ | [1] | |
Aggregate Intrinsic Value, Granted | [1] | |
Aggregate Intrinsic Value, Exercised | $ | [1] | |
Aggregate Intrinsic Value, Forfeited/Cancelled | [1] | |
Aggregate Intrinsic Value, Outstanding at December 31, 2017 | $ | $ 908,920 | [1] |
Aggregate Intrinsic Value, Vested and exercisable at December 31, 2017 | $ | 908,920 | [1] |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2017 | $ | $ 908,920 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of December 31, 2017 of $2.52 per share, respectively. |
Stock-Based Compensation (Det47
Stock-Based Compensation (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Total stock-based services expense | $ 119,510 | $ 11,849 | $ 373,947 | $ 11,849 | $ 76,794 |
General and administrative [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Total stock-based services expense | 115,000 | 4,628 | 367,000 | 4,628 | 2,065 |
Research and development [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Total stock-based services expense | $ 4,510 | $ 7,221 | $ 6,947 | $ 7,221 | $ 74,729 |
Stock-Based Compensation (Det48
Stock-Based Compensation (Details 2) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Offsetting Assets [Line Items] | |||||
Expected stock price volatility | 47.80% | 47.80% | 47.80% | ||
Expected life of options (years) | 0 years | 5 years | 0 years | 5 years | 5 years |
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Risk free interest rate | 1.90% | 1.90% | 1.90% | ||
Equity Option [Member] | |||||
Offsetting Assets [Line Items] | |||||
Expected stock price volatility | 50.00% | ||||
Expected life of options (years) | 5 years | ||||
Expected dividend yield | 0.00% | ||||
Risk free interest rate | 2.73% |
Stock-Based Compensation (Det49
Stock-Based Compensation (Details Textual) - USD ($) | May 07, 2018 | Apr. 26, 2018 | Feb. 28, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 250,000 | ||||||||
Stock options for shares of common stock granted | 365,716 | ||||||||
Stock options weighted average exercise price for shares of common stock granted | $ 0.03 | ||||||||
Stock options expire | 10 years | ||||||||
Shares of restricted common stock vested | 50,000 | 100,000 | |||||||
Compensation expense associated with restricted common stock | $ 7,220 | ||||||||
Fair value of common stock price per share | $ 2.52 | $ 2.52 | |||||||
Vested per share | $ 2.30 | ||||||||
Stock-based services expense | $ 4,510 | $ 6,947 | |||||||
Monthly compensation amount | $ 3,000 | $ 3,000 | |||||||
Grant date fair value | $ 0.014 | $ 0.034 | |||||||
Shares of common stock | 250,000 | ||||||||
Consulting Agreement [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Vested shares | 50,000 | 50,000 | |||||||
Shares of common stock | 150,000 | 150,000 | |||||||
Common Stock [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Stock options granted weighted average grant date fair value | $ 2.05 | ||||||||
Restricted stock [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 215,453 | 215,453 | |||||||
Stock options granted weighted average grant date fair value | $ 0.034 | ||||||||
Shares of restricted common stock vested | 215,453 | ||||||||
Stock options [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 365,716 | 365,716 | |||||||
Stock options for shares of common stock granted | 365,716 | ||||||||
Stock options granted weighted average grant date fair value | $ 0.014 | ||||||||
Stock award vesting and issued, description | The remaining 100,000 shares of the share commitment under the agreement will vest over a 180 day period in tranches of 50,000 shares every 90 days. | ||||||||
2016 Plan [Member] | Employees, directors, and consultants [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Stock options weighted average exercise price for shares of common stock granted | $ 0.034 | ||||||||
Shares of restricted common stock vested | 215,453 | ||||||||
2016 and 2017 Plans [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 1,711,096 | ||||||||
2016 and 2017 Plans [Member] | Restricted stock [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Vested shares | 215,453 | 215,453 | |||||||
Vested per share | $ 0.034 | $ 0.034 | |||||||
2016 and 2017 Plans [Member] | Stock options [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Vested shares | 323,191 | 323,191 | |||||||
Vested per share | $ 0.014 | $ 0.014 | |||||||
2016 and 2017 Plans [Member] | Maximum [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 1,711,096 | 1,711,096 | |||||||
2016 and 2017 Plans [Member] | Minimum [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 1,703,779 | 1,703,779 | |||||||
2016 and 2017 Plans [Member] | Employees, directors, and consultants [Member] | |||||||||
Stock-Based Compensation (Textual) | |||||||||
Reserved shares of common stock for issuance | 2,292,265 | 2,292,265 | 2,292,265 | ||||||
Stock options for shares of common stock granted | 365,716 | ||||||||
Stock options weighted average exercise price for shares of common stock granted | $ 0.035 | ||||||||
Stock options granted weighted average grant date fair value | $ 0.014 | ||||||||
Stock options vesting periods | 10 years | ||||||||
Stock options expire | 10 years |
Stockholders'_Member Deficit (D
Stockholders'/Member Deficit (Details) - $ / shares | May 07, 2018 | Oct. 20, 2016 | Apr. 26, 2018 | Jul. 20, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Feb. 28, 2018 | Dec. 31, 2016 |
Stockholders'/Member Deficit (Textual) | ||||||||
Common stock authorized | 100,000,000 | 100,000,000 | 45,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 8,014,994 | 7,864,994 | 5,216,565 | |||||
Common stock, shares outstanding | 8,014,994 | 7,864,994 | 5,216,565 | |||||
Preferred stock authorized | 10,000,000 | 10,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | ||||||||
Preferred stock, shares outstanding | ||||||||
Exchange of shares of common stock | 1,573,000 | |||||||
Additional future issuance of restricted stock award shares | 100,000 | |||||||
Issuance of restricted stock award, shares | 50,000 | 100,000 | ||||||
Restricted common stock | 250,000 | |||||||
NeuroOne, Inc. [Member] | ||||||||
Stockholders'/Member Deficit (Textual) | ||||||||
Common stock, ownership percentage | 100.00% | |||||||
Tendered for cancellation of shares | 3,500,000 | |||||||
Issuance of founders shares resulting from Merger of LLC and NeuroOne Inc | 85,051 | |||||||
Common stock issued as founders' shares | 5,131,514 | |||||||
Description of founders' shares subscription | NeuroOne issued 5,131,514 shares of common stock (as adjusted for the exchange ratio in connection with the Acquisition) as founders' shares to seven individuals. Three of those investors were officers of NeuroOne. NeuroOne recorded $9,050 of share subscription receivable for these stock issuances in 2016, which remained outstanding as of December 31, 2016. The shares were subscribed at value of $0.03 per share based on a valuation prepared by NeuroOne utilizing a weighted average market value of invested capital methodology. In June 2017, the purchase price owed by the seven individuals for the founders' shares of NeuroOne under their respective subscription agreements totaling $9,050 was forgiven by NeuroOne prior to the Acquisition. | |||||||
Restricted common stock | 992,265 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||||||
Income tax benefit at federal statutory rate | (34.00%) | (34.00%) | ||||
State income tax, net of federal benefit | (6.50%) | (6.40%) | ||||
Disqualified interest and other | 0.90% | 0.60% | ||||
Research credits | (1.2) | |||||
U.S. tax reform | 12.1 | |||||
Valuation allowance | 28.70% | 39.80% | ||||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Federal and state operating loss carryforwards | $ 871,371 | $ 75,375 |
Acquired intangibles | 5,433 | 514 |
Accruals | 64,151 | 1,259 |
Convertible notes | 534,749 | 28,884 |
Research and development credit carryforwards | 63,197 | |
Stock-based compensation | 19,821 | |
Total deferred tax assets | 1,558,722 | 106,032 |
Valuation allowance | (1,558,722) | (106,032) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 22, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | |||||||
Corporate income tax rate, description | Corporate income taxation, including, but not limited to, the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the deductibility of research and experimental expenditures that will be effective in the future). | ||||||
Reduction in net gross deferred tax assets | $ 610,000 | ||||||
Gross deferred tax assets | 1,558,722 | $ 106,032 | |||||
Valuation allowance | 1,558,722 | 106,032 | |||||
Federal net operating loss carryforwards | 3,032,000 | 186,000 | |||||
State net operating loss carryforwards | $ 3,032,000 | $ 186,000 | |||||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | |||
U.S. federal corporate tax rate | 34.00% | 34.00% | |||||
Federal [Member] | |||||||
Income Taxes (Textual) | |||||||
Federal research credit carryforwads | $ 36,000 | $ 0 | |||||
Operating loss carryforwards, expiration date | Dec. 31, 2036 | ||||||
Research credit carryforwards, expiration date | Dec. 31, 2036 | ||||||
State [Member] | |||||||
Income Taxes (Textual) | |||||||
Operating loss carryforwards, expiration date | Dec. 31, 2031 | ||||||
Research credit carryforwards, expiration date | Dec. 31, 2032 | ||||||
State research credit carryforwards | $ 27,000 | $ 0 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | Mar. 01, 2018 | Jun. 30, 2018 | Jun. 30, 2018 |
Defined Contribution Plan (Textual) | |||
Employees defer compensation, percentage | 100.00% | ||
Employee deferrals contributions, description | The Company began matching in the fourth quarter of 2017 on deferrals at 100% of deferrals up to 3% of one's contributions and 50% on deferrals over 3%, but not exceeding 5% of one's contributions up through the Restatement. | ||
Employee contributions, vesting percentage | 100.00% | ||
Employee deferrals, vesting term | 6 years | ||
Contributions cost | $ 3,421 | $ 3,421 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 03, 2018 | Jul. 02, 2018 | Mar. 20, 2018 | Mar. 12, 2018 | Feb. 06, 2018 | May 17, 2018 | Feb. 13, 2018 | Nov. 30, 2017 |
Subsequent Events (Textual) | ||||||||
Description of consulting agreement | The Company agreed to issue to an investor relations firm 250,000 shares of common stock on the following schedule: 100,000 shares of common stock within ten days of executing the agreement, 50,000 shares on the 90th, 180th and 270th day anniversaries of February 6, 2018. | |||||||
Unsecured Loan [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maturity date | Mar. 20, 2019 | May 17, 2019 | ||||||
Gross proceeds from an unsecured loan | $ 115,000 | |||||||
Gross proceeds from an unsecured loan, description | The Company repay the principal in full on the earlier to occur of (i) March 20, 2019 or (ii) the closing of an equity round of financing of the Company that raises more than $3 million in gross proceeds. The loan includes customary events of default. | |||||||
Short-term Debt [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maturity date | Jul. 31, 2018 | |||||||
Warrants exercise price | $ 1.80 | |||||||
Amended and Restated Short-Term Notes [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Convertible notes bear interest at fixed rate | 8.00% | |||||||
Qualified financing that tirggers note conversion amount | $ 3,000,000 | |||||||
Maturity date | Jul. 31, 2018 | |||||||
Warrants exercise price | $ 1.80 | |||||||
Replacement Warrants [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Description of replacement warrants | Each Replacement Warrant grants the holder the option to purchase up to the number of shares of capital stock of the Company equal to the New Round Stock issued or issuable upon the conversion of the Amended and Restated Short-Term Note held by such holder at a per share exercise price equal to either (i) the actual per share price of New Round Stock if the Amended and Restated Short-Term Note converted in connection with a Short-Term Qualified Financing or (ii) the price at which the Amended and Restated Short-Term Note converted in connection with a change of control transaction. The Replacement Warrants are exercisable commencing on the Conversion Date and expire on November 21, 2021. The exercise price and number of the shares issuable upon exercising the Replacement Warrants are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. | |||||||
Additional Warrants [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Description of additional warrants | Each Additional Warrant grants the holder the option to purchase up to the number of shares of capital stock of the Company equal to the product obtained by multiplying (i) the outstanding principal amount of the Amended and Restated Short-Term Note held by such holder and (ii) 0.75; at a per share exercise price of $1.80. The Additional Warrants are exercisable commencing on the Conversion Date and expire on November 21, 2021. The exercise price and number of the shares issuable upon exercising the Additional Warrants are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. | |||||||
Additional 2017 Convertible Notes [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
New warrants to investors for aggregate gross proceeds | $ 475,000 | |||||||
Received from an existing shareholder | $ 125,000 | |||||||
Subsequent Events [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maximum offering, units | 4,600,000 | |||||||
Subsequent Events [Member] | Purchase Agreement [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Purchase agreement, description | The Company entered into subscription agreements (each, a "Purchase Agreement") with certain accredited investors (the "Purchasers"), pursuant to which the Company, in a private placement (the "2018 Private Placement"), agreed to issue and sell to the Purchasers units (each, a "Unit"), each consisting of (i) 1 share (each, a "Share") of the Company's common stock and (ii) a warrant to purchase 1 share of common stock at an initial exercise price of $3.00 per share (the "2018 Warrants"). The initial closing of the 2018 Private Placement was consummated on July 9, 2018 (the "First Closing"). As of August 8, 2018, the Company has issued and sold an aggregate of 295,200 Units to the Purchasers, for total gross proceeds to the Company of approximately $738,000, inclusive of the advances received in June 2018 in the amount of $188,000, before deducting offering expenses. | |||||||
Subsequent Events [Member] | Convertible Notes and Short-Term Notes [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Debt conversion, description | (i) convert the outstanding principal and accrued and unpaid interest under both the Convertible Notes and the Short-Term Notes into shares of the Company's common stock based on the Outstanding Balance divided by $1.80 per share (the "Conversion Shares"); (ii) cancel and extinguish the Convertible Notes and Short-Term Notes; and (iii) amend and restate the Warrants, Replacement Warrants and Additional Warrants to make them immediately exercisable upon the conversion, at a per share exercise price equal to $1.80 per share. | |||||||
Debt conversion into common stock | 1.80 | |||||||
Debt instrument, maturity date | Nov. 21, 2021 | |||||||
Common stock issuable upon exercise of warrants | 2,482,372 | |||||||
Subsequent Events [Member] | Convertible Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Qualified financing that tirggers note conversion amount | $ 1,002,258 | |||||||
Debt conversion into common stock | 1,002,258 | |||||||
Subsequent Events [Member] | Short-term Debt [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Qualified financing that tirggers note conversion amount | $ 259,297 | |||||||
Debt conversion into common stock | 144,053 | |||||||
Subsequent Events [Member] | Common Stock [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maximum offering, units | 4,000,000 | |||||||
Subsequent Events [Member] | 2018 Warrants [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Warrants exercisable, term | 5 years | |||||||
Warrants exercisable, expiration date | Jul. 9, 2023 | |||||||
Subsequent Events [Member] | Private Placement [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maximum offering, units | 4,000,000 | |||||||
Offering price, per share | $ 2.50 | |||||||
Gross proceeds from offering | $ 10,000,000 | |||||||
Warrants exercisable, term | 5 years | |||||||
Cash commission, percentage | 10.00% | |||||||
Exercise price, per share | $ 3.45 | |||||||
Common stock purchase price, per share | 10.00% | |||||||
Subsequent Events [Member] | Over-Allotment Option [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maximum offering, units | 600,000 |