Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Feb. 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Citius Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,506,251 | |
Trading Symbol | CTXR | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,975,518 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 7,370,697 | $ 3,204,108 |
Prepaid expenses | 110,817 | 220,246 |
Total Current Assets | 7,481,514 | 3,424,354 |
Property and Equipment, Net of Accumulated Depreciation of $8,054 and $7,412 | 2,594 | 3,236 |
Other Assets: | ||
Deposits | 2,167 | 2,167 |
In-process research and development | 19,400,000 | 19,400,000 |
Goodwill | 1,586,796 | 1,586,796 |
Total Other Assets | 20,988,963 | 20,988,963 |
Total Assets | 28,473,071 | 24,416,553 |
Current Liabilities: | ||
Accounts payable | 561,160 | 602,431 |
Accrued expenses | 616,213 | 560,918 |
Accrued compensation | 1,203,376 | 1,063,000 |
Accrued interest - related parties | 45,401 | 42,209 |
Notes payable - related parties | 172,970 | 172,970 |
Due to related party | 17,637 | 27,637 |
Total Current Liabilities | 2,616,757 | 2,469,165 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock - $0.001 par value; 200,000,000 shares authorized; 9,975,518 and 8,345,844 shares issued and outstanding at December 31, 2017 and September 30, 2017, respectively | 9,976 | 8,346 |
Additional paid-in capital | 56,813,704 | 49,660,242 |
Accumulated deficit | (30,967,366) | (27,721,200) |
Total Stockholders' Equity | 25,856,314 | 21,947,388 |
Total Liabilities and Stockholders' Equity | $ 28,473,071 | $ 24,416,553 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 8,054 | $ 7,412 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 9,975,518 | |
Common stock, shares outstanding | 9,975,518 | 8,345,844 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses | ||
Research and development | 606,521 | 1,411,159 |
General and administrative | 2,346,240 | 1,132,183 |
Stock-based compensation expense - general and administrative | 290,021 | 241,514 |
Total Operating Expenses | 3,242,782 | 2,784,856 |
Operating Loss | (3,242,782) | (2,784,856) |
Other Income (Expense), Net | ||
Gain on revaluation of derivative warrant liability | 622,186 | |
Interest expense | (3,384) | (13,228) |
Total Other Income (Expense), Net | (3,384) | 608,958 |
Loss before Income Taxes | (3,246,166) | (2,175,898) |
Income tax benefit | ||
Net Loss | $ (3,246,166) | $ (2,175,898) |
Net Loss Per Share - Basic and Diluted | $ (0.38) | $ (0.44) |
Weighted Average Common Shares Outstanding | ||
Basic and diluted | 8,605,046 | 4,903,425 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Dec. 31, 2017 - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at Sep. 30, 2017 | $ 21,947,388 | $ 8,346 | $ 49,660,242 | $ (27,721,200) | |
Balance, shares at Sep. 30, 2017 | 8,345,844 | ||||
Issuance of common stock in registered direct offering, net of costs of $525,566 | 5,482,523 | $ 1,280 | 5,481,243 | ||
Issuance of common stock in registered direct offering, net of costs of $525,566, shares | 1,280,360 | ||||
Issuance of common stock upon exercise of warrants | 1,125,148 | $ 290 | 1,124,858 | ||
Issuance of common stock upon exercise of warrants, shares | 289,314 | ||||
Issuance of common stock for release agreement | 257,400 | $ 60 | 257,340 | ||
Issuance of common stock for release agreement, shares | 60,000 | ||||
Stock-based compensation expense | 290,021 | 290,021 | |||
Net loss | (3,246,166) | (3,246,166) | |||
Balance at Dec. 31, 2017 | $ 25,856,314 | $ 9,976 | $ 56,813,704 | $ (30,967,366) | |
Balance, shares at Dec. 31, 2017 | 9,975,518 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) (Unaudited) | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Direct offering, net of costs | $ 525,566 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,246,166) | $ (2,175,898) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on revaluation of derivative warrant liability | (622,186) | |
Stock-based compensation expense | 290,021 | 241,514 |
Issuance of common stock for release agreement | 257,400 | |
Depreciation | 642 | 672 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 109,429 | 154,958 |
Accounts payable | (41,271) | 76,709 |
Accrued expenses | 55,295 | 888,961 |
Accrued compensation | 140,376 | 107,250 |
Accrued interest, related parties | 3,192 | 13,228 |
Due to related party | (10,000) | |
Net Cash Used In Operating Activities | (2,441,082) | (1,314,792) |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable - related parties | 820,000 | |
Proceeds from common stock warrant exercises | 1,125,148 | |
Net proceeds from registered direct offering | 5,482,523 | |
Net proceeds from private placements | 247,205 | |
Net Cash Provided By Financing Activities | 6,607,671 | 1,067,205 |
Net Change in Cash and Cash Equivalents | 4,166,589 | (247,587) |
Cash and Cash Equivalents - Beginning of Period | 3,204,108 | 294,351 |
Cash and Cash Equivalents - End of Period | 7,370,697 | 46,764 |
Supplemental Disclosures Of Cash Flow Information and Non-cash Transactions: | ||
Interest paid | 192 | |
Reclassification of derivative warrant liability to additional paid-in capital | 149,209 | |
Par value of common stock issued upon cashless exercise of warrants | $ 17 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2017 | |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Citius Pharmaceuticals, Inc. (“Citius” or the “Company”) is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. The Company was founded as Citius Pharmaceuticals, LLC, a Massachusetts limited liability company, on January 23, 2007. On September 12, 2014, Citius Pharmaceuticals, LLC entered into a Share Exchange and Reorganization Agreement with Citius Pharmaceuticals, Inc. (formerly Trail One, Inc.), a publicly traded company incorporated under the laws of the State of Nevada. Citius Pharmaceuticals, LLC became a wholly-owned subsidiary of Citius. On March 30, 2016, Citius acquired Leonard-Meron Biosciences, Inc. (“LMB”) as a wholly-owned subsidiary (see “Acquisition of Leonard-Meron Biosciences, Inc.” below). Citius is subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, risks related to the development by Citius or its competitors of research and development stage products, market acceptance of its products, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners, the Company’s ability to obtain additional financing and the Company’s compliance with governmental and other regulations. Acquisition of Leonard-Meron Biosciences, Inc. On March 30, 2016, the Company acquired all of the outstanding stock of Leonard-Meron Biosciences, Inc. (“LMB”) by issuing 1,942,456 shares of its common stock. As of March 30, 2016, the stockholders of LMB received approximately 41% of the issued and outstanding common stock of the Company. In addition, the Company converted the outstanding common stock warrants of LMB into 243,020 common stock warrants of the Company and converted the outstanding common stock options of LMB into 77,252 common stock options of the Company. The net assets of LMB acquired, including identifiable intangible assets of $19,400,000 related to in-process research and development, amounted to $17,428,277. The fair value of LMB’s net assets acquired on the date of the acquisition, based on management’s analysis of the $17,482,093 fair value of the shares of common stock issued, the $1,071,172 fair value of the common stock warrants issued, and the $461,808 fair value of the vested portion of the common stock options issued was $19,015,073. The Company recorded goodwill of $1,586,796 for the excess of the purchase price of $19,015,073 over the net assets acquired of $17,428,277. In-process research and development represents the value of LMB’s leading drug candidate which is an antibiotic solution used to treat catheter-related bloodstream infections (Mino-Lok™) and is expected to be amortized on a straight-line basis over a period of eight years commencing upon revenue generation. Goodwill represents the value of LMB’s industry relationships and its assembled workforce. Goodwill will not be amortized but will be tested at least annually for impairment. Basis of Presentation and Summary of Significant Accounting Policies Basis of Preparation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 filed with the Securities and Exchange Commission. There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements. Use of Estimates Basic and Diluted Net Loss per Common Share Income Taxes We provide reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. On December 22, 2017, the Tax Cuts and Jobs Act (“the Act”), was signed into law by the President of the United States. The Act includes a number of changes, including the lowering of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018, and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations. The Company has determined and completed the accounting for certain income tax effects of Act in the current reporting period. As the Company records a valuation allowance for its entire deferred income tax asset, there was no impact to the reported amounts in these financials statements as a result of the Act. |
Going Concern Uncertainty and M
Going Concern Uncertainty and Management's Plan | 3 Months Ended |
Dec. 31, 2017 | |
Going Concern Uncertainty and Management's Plan [Abstract] | |
GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLAN | 2. GOING CONCERN UNCERTAINTY AND MANAGEMENT’S PLAN The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company experienced negative cash flows from operations of $2,441,082 for the three months ended December 31, 2017. The Company has generated no operating revenue to date and has principally raised capital through the issuance of debt and equity instruments to finance its operations. At December 31, 2017, the Company had limited capital to fund its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company plans to raise capital through equity financings from outside investors as well as raise additional funds from existing investors and continued borrowings under related party debt agreements. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of the above uncertainty. |
Patent and Technology License A
Patent and Technology License Agreement | 3 Months Ended |
Dec. 31, 2017 | |
Patent And Technology License Agreement [Abstract] | |
PATENT AND TECHNOLOGY LICENSE AGREEMENT | 3. PATENT AND TECHNOLOGY LICENSE AGREEMENT LMB has a patent and technology license agreement with Novel Anti-Infective Therapeutics, Inc., (“NAT”) to develop and commercialize Mino-Lok™ on an exclusive, worldwide sub licensable basis, as amended. Since May 2014, LMB has paid an annual maintenance fee of $30,000 that increases over five years to $90,000, until commercial sales of a product subject to the license commence. Since the acquisition of LMB, the Company recorded maintenance fee expense of $50,000 and $45,000 during the years ended September 30, 2017 and 2016, respectively, under the terms of this agreement. There was no maintenance fee expense for the three months ended December 31, 2017 and 2016. LMB will also pay annual royalties on net sales of licensed products, with royalties ranging from the mid-single digits to the low double digits. In limited circumstances in which the licensed product is not subject to a valid patent claim and a competitor is selling a competing product, the royalty rate is in the low-single digits. After a commercial sale is obtained, LMB must pay minimum aggregate annual royalties of $100,000 in the first commercial year which is prorated for a less than 12-month period, increasing $25,000 per year to a maximum of $150,000 annually. LMB must also pay NAT up to $1,390,000 upon achieving specified regulatory and sales milestones. Finally, LMB must pay NAT a specified percentage of payments received from any sub licensees. Unless earlier terminated by NAT, based on the failure to achieve certain development and commercial milestones, the license agreement remains in effect until the date that all patents licensed under the agreement have expired and all patent applications within the licensed patent rights have been cancelled, withdrawn or expressly abandoned. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 3 Months Ended |
Dec. 31, 2017 | |
Notes Payable - Related Parties [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 4. NOTES PAYABLE – RELATED PARTIES The aggregate principal balance as of December 31, 2017 consists of notes payable held by our Chairman, Leonard Mazur, in the amount of $160,470 and notes payable held by our Chief Executive Officer, Myron Holubiak, in the amount of $12,500. Notes with an aggregate principal balance of $104,000 accrue interest at the prime rate plus 1.0% per annum and notes with an aggregate principal balance of $68,970 accrue interest at 12% per annum. Interest expense on notes payable – related parties was $3,192 and $13,228, respectively, for the three months ended December 31, 2017 and 2016. |
Derivative Warrant Liability
Derivative Warrant Liability | 3 Months Ended |
Dec. 31, 2017 | |
Derivative Warrant Liability [Abstract] | |
DERIVATIVE WARRANT LIABILITY | 5. DERIVATIVE WARRANT LIABILITY Derivative financial instruments are recognized as a liability on the consolidated balance sheet and measured at fair value. At December 31, 2017 and September 30, 2017, the Company had no outstanding warrants that were considered to be derivative instruments although the Company did have such warrants outstanding during the three months ended December 31, 2016. The Company performed valuations of these warrants using the Black-Scholes option pricing model which value was also compared to a Binomial Option Pricing Model for reasonableness. The Black-Scholes option pricing model requires input of assumptions including the risk-free interest rates, volatility, expected life and dividends. Selection of these inputs involves management’s judgment and may impact net loss. Due to our limited operating history and limited number of sales of our common stock, we estimate our volatility based on a number of factors including the volatility of comparable publicly traded pharmaceutical companies. The volatility factor used in the Black-Scholes option pricing model has a significant effect on the resulting valuation of the derivative liabilities on our balance sheet. The volatility calculated at December 31, 2016 was 76%. We used a risk-free interest rate of 1.93%, estimated lives of 4.02 to 4.32 years, which were the remaining contractual lives of the warrants subject to “down round” provisions, and no dividends to our common stock. During the three months ended December 31, 2016, anti-dilution rights related to warrants to purchase 583,334 shares of common stock expired which resulted in a reclassification from derivative warrant liability to additional paid-in capital of $149,209. The table below presents the changes in the derivative warrant liability, which is measured at fair value on a recurring basis and classified as Level 3 in the fair value hierarchy: Three Months Ended December 31, 2017 Three Months Ended December 31, 2016 Derivative warrant liability, beginning of period $ — $ 1,681,973 Fair value of warrants issued — — Total realized/unrealized gains included in net loss — (622,186 ) Reclassification of liability to additional paid-in capital — (149,209 ) Derivative warrant liability, end of period $ — $ 910,578 |
Common Stock, Stock Options and
Common Stock, Stock Options and Warrants | 3 Months Ended |
Dec. 31, 2017 | |
Common Stock, Stock Options and Warrants [Abstract] | |
COMMON STOCK, STOCK OPTIONS AND WARRANTS | 6. COMMON STOCK, STOCK OPTIONS AND WARRANTS Common Stock On June 9, 2017, the Company affected a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value. Under the terms of the reverse stock split, fractional shares issuable to stockholders were rounded up to the nearest whole share, resulting in a reverse split slightly less than 1-for-15 in the aggregate. All per share amounts and number of shares (other than authorized shares) in these consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock split. 2016 Private Offering In October 2016, the Company commenced an offering (the “2016 Offering”) of units at a price of $6.00 per unit (the “2016 Offering Units”). Each 2016 Offering Unit consists of (i) one share of common stock and (ii) a warrant to purchase one share of common stock (the “2016 Offering Warrants”) at an exercise price of $8.25 exercisable for five years from the date of issuance. The placement agent for the 2016 Offering will receive a 10% cash commission on the gross proceeds of each sale of the 2016 Offering Units. In addition, on each closing the placement agent will also receive (i) an expense allowance equal to 3% of the proceeds of the sale, and (ii) warrants to purchase a number of shares of common stock equal to 10% of the 2016 Offering Units sold at an exercise price of $8.25 per share. On November 23, 2016, the Company sold 65,000 of the 2016 Offering Units for gross proceeds of $390,000. The estimated fair value of the warrants included in the 2016 Offering Units sold to the investors was $234,505. Additionally, a warrant to purchase 6,500 shares of common stock was granted to the placement agent pursuant to the above pricing terms. The estimated fair value of the warrant granted to the placement agent was $23,451. The placement agent was paid commissions and an expense allowance of $50,700. Other costs of the placement were $156,896 including deferred offering costs of $64,801. On June 8, 2017, the Company entered into release agreements with the investors in the 2016 Offering where each investor released the Company from the restrictions on certain corporate actions that were included in the unit purchase agreements. In connection with the release agreements the Company repriced the sale of the units to $4.125 per unit and repriced the warrants to an exercise price of $4.125 per share on August 8, 2017. 2017 Public Offering and Release Agreement On August 8, 2017, the Company closed a public offering of 1,648,484 shares of common stock and warrants to purchase 1,648,484 shares of common stock at an offering price of $4.125 per share and $0.01 per warrant. The warrants have a per share exercise price of $4.125, are exercisable immediately and will expire five years from the date of issuance. The gross proceeds from this offering were $6,802,469, before deducting underwriting discounts and commissions and other offering expenses of $685,573. The Company granted the underwriters a 45-day option to purchase up to an additional 247,272 shares of common stock and warrants to purchase 247,272 shares of common stock to cover over-allotments. On August 8, 2017, the underwriters partially exercised the over-allotment and purchased the additional 247,272 warrants. The estimated fair value of the 1,895,756 warrants issued to the investors was $4,160,195 and the estimated fair value of the 65,940 warrants issued to the underwriters was $142,419. On November 7, 2017, the Company entered into a release agreement with the underwriter. The Company had previously granted a right of first refusal to underwrite all equity and debt offerings for a period of twelve months following completion of the 2017 public offering (“Right of First Refusal”). Under the release, the Company agreed to pay the underwriter $100,000 in cash and issue 60,000 shares of restricted common stock with a fair value of $257,400 in exchange for a full release from all obligations related to the Right of First Refusal. The Company expensed the $357,400 cost of the release agreement during the three months ended December 31, 2017. 2017 Registered Direct/Private Placement Offering On December 19, 2017, the Company closed a registered direct offering with several institutional and accredited investors for the purchase of 1,280,360 shares of common stock at $4.6925 per share for gross proceeds of $6,008,089. Simultaneously, the Company issued privately to the investors 640,180 immediately exercisable five and a half year warrants at $4.63 per share. The Company paid the placement agent for the offering a fee of 7% of the gross proceeds totaling $420,566 and issued the placement agent 89,625 immediately exercisable five year warrants at $5.8656 per share. The Company also reimbursed the placement agent for $85,000 in expenses and incurred $20,000 in other expenses. Net proceeds from the offering were $5,482,523. The estimated fair value of the 640,180 warrants issued to the investors was $2,407,276 and the estimated fair value of the 89,625 warrants issued to the placement agent was $316,071. Unit Purchase Options On April 7, 2017, the Company issued a three-year Unit Purchase Option Agreement to a consultant for the purchase of 38,000 units at a purchase price of $9.00 per unit. Each unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $9.00 per share which expires on the earlier of three years after exercise of the Unit Purchase Option Agreement or April 7, 2023. The consultant provided the Company with business development and financing assistance for the three months ended June 30, 2017. The Company estimated the fair value of the unit purchase option agreement at $104,138 and expensed it during the year ended September 30, 2017. On June 29, 2017, the Company issued a three-year Unit Purchase Option Agreement to a consultant for the purchase of 62,667 units at a purchase price of $9.00 per unit. Each unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $9.00 per share which expires on the earlier of three years after exercise of the Unit Purchase Option Agreement or June 29, 2022. The consultant provided the Company with business development and financing assistance through December 31, 2017. The Company estimated the fair value of the unit purchase option agreement at $193,860 and recorded it as a prepaid expense at June 30, 2017. The Company recorded an expense of $96,930 for this agreement during the year ended September 30, 2017 and expensed the remaining balance of $96,930 during the three months ended December 31, 2017. Stock Options On September 12, 2014, the Board of Directors adopted the 2014 Stock Incentive Plan (the “2014 Plan”) and reserved 866,667 shares of common stock for issuance to employees, directors and consultants. On September 12, 2014, the stockholders approved the plan. Pursuant to the 2014 Plan, the Board of Directors (or committees and/or executive officers delegated by the Board of Directors) may grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. As of December 31, 2017, there were options to purchase an aggregate of 861,039 shares of common stock outstanding under the 2014 Plan, options to purchase 4,829 shares were exercised, and 799 shares remain available for future grants. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Due to its limited operating history and limited number of sales of its Common Stock, the Company estimated its volatility in consideration of a number of factors including the volatility of comparable public companies. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the consolidated financial statements, to estimate option exercises and employee terminations within the valuation model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. A summary of option activity under the 2014 Plan as of December 31, 2017 and the changes during the three months then ended is presented below: Options Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at October 1, 2017 861,039 $ 6.69 8.37 years $ 208,151 Granted — — Exercised — — Forfeited or expired — — Outstanding at December 31, 2017 861,039 $ 6.69 8.12 years $ 347,559 Exercisable at December 31, 2017 524,598 $ 7.76 7.24 years $ 251,308 Stock-based compensation expense for the three months ended December 31, 2017 and 2016 was $290,021 and $241,514, respectively. At December 31, 2017, unrecognized total compensation cost related to unvested awards of $940,560 is expected to be recognized over a weighted average period of 1.71 years. Warrants As of December 31, 2017, the Company has reserved shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding: Exercise price Number Expiration Dates Investor Warrants $ 9.00 226,671 September 12, 2019 Placement Agent Unit Warrants 9.00 90,668 September 12, 2019 Placement Agent Share Warrants 9.00 66,667 September 12, 2019 Investor Warrants 9.00 202,469 March 19, 2020 – September 14, 2020 Investor Warrants 9.00 307,778 November 5, 2020 – April 25, 2021 LMB Warrants 6.15 90,151 June 12, 2019 – March 2, 2021 LMB Warrants 9.90 8,155 September 30, 2019 – January 8, 2020 LMB Warrants 20.70 17,721 November 3, 2019 – March 6, 2020 LMB Warrants 7.50 73,883 August 18, 2020 – March 14, 2021 LMB Warrants 13.65 53,110 March 24, 2022 – April 29, 2022 Financial Advisor Warrants 3.00 25,833 August 15, 2021 2016 Offering Warrants 4.125 128,017 November 23, 2021 – February 27, 2022 2016 Offering Placement Agent Warrants 4.125 12,802 November 23, 2021 – February 27, 2022 Convertible Note Warrants 9.75 40,436 September 12, 2019 2017 Public Offering Warrants 4.125 1,622,989 August 2, 2022 2017 Public Offering Underwriter Warrants 4.5375 65,940 February 2, 2023 2017 Registered Direct/Private Placement Offering Investor Warrants 4.63 640,180 June 19, 2023 2017 Registered Direct/Private Placement Offering Placement Agent Warrants 5.8656 89,625 December 19, 2022 3,763,095 During the three months ended December 31, 2017, 40,834 of the Financial Advisor Warrants were exercised on a cashless basis resulting in the issuance of 16,547 shares of common stock and 272,767 of the 2017 Public Offering Warrants were exercised at $4.125 per share for net proceeds of $1,125,148. See Note 6 (2017 Registered Direct/Private Placement Offering) for a description of the 2017 registered direct/private placement offering warrants and the registered direct/private placement offering placement agent warrants. At December 31, 2017, the weighted average remaining life of all of the outstanding warrants is 4.09 years, all warrants are exercisable, and the aggregate intrinsic value for the warrants outstanding was $20,667. Common Stock Reserved A summary of common stock reserved for future issuances as of December 31, 2017 and September 30, 2017 is as follows: December 31, 2017 September 30, 2017 2014 Stock Incentive Plan options outstanding 861,039 861,039 2014 Stock Incentive Plan available for future grants 799 799 Warrants outstanding 3,763,095 3,346,891 Unit purchase options outstanding 201,334 201,334 Total 4,826,267 4,410,063 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS As of December 31, 2017 and September 30, 2017, the Company owed $17,637 and $27,637, respectively, to a company affiliated through common ownership for the expenses the related party paid on the Company’s behalf and services performed by the related party. Our Chairman of the Board, Leonard Mazur, is the cofounder and Vice Chairman of Akrimax Pharmaceuticals, LLC (“Akrimax”), a privately held pharmaceutical company specializing in producing cardiovascular and general pharmaceutical products. The Company leases office space from Akrimax (see Note 8). The Company has outstanding debt due to Leonard Mazur (Chairman of the Board) and Myron Holubiak (Chief Executive Officer) (see Note 4). In connection with the 2017 Registered Direct/Private Placement Offering, Mr. Mazur purchased 213,106 shares of common stock at $4.6925 per share and received 106,553 warrants exercisable at $4.63 per share (See Note 6). General and administrative expense for each of the three months ended December 31, 2017 and 2016 includes $12,000 paid to a financial consultant who is a stockholder of the Company. |
Operating Lease
Operating Lease | 3 Months Ended |
Dec. 31, 2017 | |
Operating Lease [Abstract] | |
OPERATING LEASE | 8. OPERATING LEASE LMB leases office space from Akrimax (see Note 7) in Cranford, New Jersey at a monthly rental rate of $2,167 pursuant to an agreement which currently expires on October 31, 2018. Rent expense for the three months ended December 31, 2017 and 2016 was $6,501 in each period. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On February 7, 2018, the Company held its annual stockholders meeting. The stockholders elected seven directors to serve until the 2019 annual meeting, ratified the appointment of our independent registered public accounting firm, and approved the 2018 Omnibus Stock Incentive Plan. |
Nature of Operations, Basis o17
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2017 | |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 filed with the Securities and Exchange Commission. There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements. |
Use of Estimates | Use of Estimates |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share |
Income Taxes | Income Taxes We provide reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. On December 22, 2017, the Tax Cuts and Jobs Act (“the Act”), was signed into law by the President of the United States. The Act includes a number of changes, including the lowering of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018, and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations. The Company has determined and completed the accounting for certain income tax effects of Act in the current reporting period. As the Company records a valuation allowance for its entire deferred income tax asset, there was no impact to the reported amounts in these financials statements as a result of the Act. |
Derivative Warrant Liability (T
Derivative Warrant Liability (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Derivative Warrant Liability [Abstract] | |
Schedule of derivative warrant liability | Three Months Ended December 31, 2017 Three Months Ended December 31, 2016 Derivative warrant liability, beginning of period $ — $ 1,681,973 Fair value of warrants issued — — Total realized/unrealized gains included in net loss — (622,186 ) Reclassification of liability to additional paid-in capital — (149,209 ) Derivative warrant liability, end of period $ — $ 910,578 |
Common Stock, Stock Options a19
Common Stock, Stock Options and Warrants (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Common Stock, Stock Options and Warrants [Abstract] | |
Schedule of stock option activity | Options Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at October 1, 2017 861,039 $ 6.69 8.37 years $ 208,151 Granted — — Exercised — — Forfeited or expired — — Outstanding at December 31, 2017 861,039 $ 6.69 8.12 years $ 347,559 Exercisable at December 31, 2017 524,598 $ 7.76 7.24 years $ 251,308 |
Schedule of warrants outstanding | Exercise price Number Expiration Dates Investor Warrants $ 9.00 226,671 September 12, 2019 Placement Agent Unit Warrants 9.00 90,668 September 12, 2019 Placement Agent Share Warrants 9.00 66,667 September 12, 2019 Investor Warrants 9.00 202,469 March 19, 2020 – September 14, 2020 Investor Warrants 9.00 307,778 November 5, 2020 – April 25, 2021 LMB Warrants 6.15 90,151 June 12, 2019 – March 2, 2021 LMB Warrants 9.90 8,155 September 30, 2019 – January 8, 2020 LMB Warrants 20.70 17,721 November 3, 2019 – March 6, 2020 LMB Warrants 7.50 73,883 August 18, 2020 – March 14, 2021 LMB Warrants 13.65 53,110 March 24, 2022 – April 29, 2022 Financial Advisor Warrants 3.00 25,833 August 15, 2021 2016 Offering Warrants 4.125 128,017 November 23, 2021 – February 27, 2022 2016 Offering Placement Agent Warrants 4.125 12,802 November 23, 2021 – February 27, 2022 Convertible Note Warrants 9.75 40,436 September 12, 2019 2017 Public Offering Warrants 4.125 1,622,989 August 2, 2022 2017 Public Offering Underwriter Warrants 4.5375 65,940 February 2, 2023 2017 Registered Direct/Private Placement Offering Investor Warrants 4.63 640,180 June 19, 2023 2017 Registered Direct/Private Placement Offering Placement Agent Warrants 5.8656 89,625 December 19, 2022 3,763,095 |
Summary of common stock reserved for future issuances | December 31, 2017 September 30, 2017 2014 Stock Incentive Plan options outstanding 861,039 861,039 2014 Stock Incentive Plan available for future grants 799 799 Warrants outstanding 3,763,095 3,346,891 Unit purchase options outstanding 201,334 201,334 Total 4,826,267 4,410,063 |
Nature of Operations, Basis o20
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 22, 2017 | Mar. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 |
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Textual) | |||||
Common stock, shares issued | 9,975,518 | ||||
Common stock warrants outstanding | 9,975,518 | 8,345,844 | |||
Common stock options value outstanding | $ 9,976 | $ 8,346 | |||
Goodwill | 1,586,796 | $ 1,586,796 | |||
Research and development | $ 606,521 | $ 1,411,159 | |||
Maximum [Member] | |||||
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Textual) | |||||
U.S. corporate tax rate | 35.00% | ||||
Minimum [Member] | |||||
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Textual) | |||||
U.S. corporate tax rate | 21.00% | ||||
Acquisition of Leonard-Meron Biosciences, Inc. [Member] | |||||
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Textual) | |||||
Common stock, shares issued | 1,942,456 | ||||
Issued and outstanding common stock | 41.00% | ||||
Common stock warrants outstanding | 243,020 | ||||
Common stock options outstanding | 77,252 | ||||
Intangible assets | $ 19,400,000 | ||||
Common stock options value outstanding | 19,015,073 | ||||
Estimated fair value | 17,482,093 | ||||
Estimated fair value warrant issued | 1,071,172 | ||||
Estimated vested options of fair value | 461,808 | ||||
Goodwill | 1,586,796 | ||||
Purchase price | 19,015,073 | ||||
Assets acquired | $ 17,428,277 |
Going Concern Uncertainty and21
Going Concern Uncertainty and Management's Plan (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Going Concern Uncertainty and Management's Plan (Textual) | ||
Cash flows from operations | $ (2,441,082) | $ (1,314,792) |
Patent and Technology License22
Patent and Technology License Agreement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Patent and Technology License Agreement (Textual) | |||
License annual maintenance fee | $ 30,000 | ||
Increase in annual maintenance fee | 90,000 | ||
Payable amount to NAT | 1,390,000 | ||
Maintenance fee expense | $ 50,000 | $ 45,000 | |
Minimum aggregate annual royalties | 100,000 | ||
Increasing annual royalties | 25,000 | ||
Maximum aggregate annual royalties | $ 150,000 |
Derivative Warrant Liability (D
Derivative Warrant Liability (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Warrant Liability [Abstract] | ||
Derivative warrant liability, beginning of period | $ 1,681,973 | |
Fair value of warrants issued | ||
Total realized/unrealized gains included in net loss | 622,186 | |
Reclassification of liability to additional paid-in capital | 149,209 | |
Derivative warrant liability, end of period | $ 910,578 |
Derivative Warrant Liability 24
Derivative Warrant Liability (Details Textual) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Warrant Liability (Textual) | ||
Volatility rate | 76.00% | |
Risk-free interest rate | 1.93% | |
Warrants to purchase common stock expired, shares | 583,334 | |
Reclassification of derivative warrant liability to additional paid-in capital | $ 149,209 | |
Minimum [Member] | ||
Derivative Warrant Liability (Textual) | ||
Estimated life | 4 years 7 days | |
Maximum [Member] | ||
Derivative Warrant Liability (Textual) | ||
Estimated life | 4 years 3 months 26 days |
Notes Payable - Related Parti25
Notes Payable - Related Parties (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes Payable - Related Parties (Textual) | ||
Principal balance | $ 68,970 | |
Accrued interest rate | 12.00% | |
Percentage of accrued interest above prime rate | 1.00% | |
Accrued interest, related parties | $ 3,192 | $ 13,228 |
Note Payable [Member] | ||
Notes Payable - Related Parties (Textual) | ||
Principal balance | $ 104,000 | |
Percentage of accrued interest above prime rate | 1.00% | |
Note Payable One [Member] | ||
Notes Payable - Related Parties (Textual) | ||
Principal balance | $ 68,970 | |
Accrued interest rate | 12.00% | |
Chief Executive Officer [Member] | ||
Notes Payable - Related Parties (Textual) | ||
Principal balance | $ 12,500 | |
Leonard Mazur [Member] | ||
Notes Payable - Related Parties (Textual) | ||
Principal balance | $ 160,470 |
Common Stock, Stock Options a26
Common Stock, Stock Options and Warrants (Details) | 3 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Stock Options | |
Outstanding, ending balance | 3,763,095 |
Aggregate Intrinsic Value | |
Exercisable ending balance | $ | $ 20,667 |
Employee Stock Option [Member] | |
Stock Options | |
Outstanding, beginning balance | 861,039 |
Granted | |
Exercised | |
Forfeited or expired | |
Outstanding, ending balance | 861,039 |
Exercisable, ending balance | 524,598 |
Weighted - Average Exercise Price | |
Outstanding, beginning balance | $ / shares | $ 6.69 |
Granted | $ / shares | |
Exercised | $ / shares | |
Forfeited or expired | $ / shares | |
Outstanding, ending balance | $ / shares | 6.69 |
Exercisable, ending balance | $ / shares | $ 7.76 |
Weighted-Average Remaining Contractual Term | |
Weighted-Average Remaining Contractual Term, beginning | 8 years 4 months 13 days |
Weighted-Average Remaining Contractual Term, ending | 8 years 1 month 13 days |
Weighted-average remaining contractual term, exercisable | 7 years 2 months 27 days |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, beginning balance | $ | $ 208,151 |
Aggregate Intrinsic Value, ending balance | $ | 347,559 |
Exercisable ending balance | $ | $ 251,308 |
Common Stock, Stock Options a27
Common Stock, Stock Options and Warrants (Details 1) | 3 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number | 3,763,095 |
Convertible Note Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9.75 |
Number | 40,436 |
Expiration date | September 12, 2019 |
Investor Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number | 226,671 |
Expiration date | September 12, 2019 |
Placement Agent Unit Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number | 90,668 |
Expiration date | September 12, 2019 |
Placement Agent Share Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number | 66,667 |
Expiration date | September 12, 2019 |
Investor Warrants One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number | 202,469 |
Expiration date | March 19, 2020 -September 14, 2020 |
Investor Warrants Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9 |
Number | 307,778 |
Expiration date | November 5, 2020 - April 25, 2021 |
LMB Warrants One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 6.15 |
Number | 90,151 |
Expiration date | June 12, 2019 - March 2, 2021 |
LMB Warrants Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 9.90 |
Number | 8,155 |
Expiration date | September 30, 2019 - January 8, 2020 |
LMB Warrants Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 20.70 |
Number | 17,721 |
Expiration date | November 3, 2019 - March 6, 2020 |
LMB Warrants Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 7.50 |
Number | 73,883 |
Expiration date | August 18, 2020 - March 14, 2021 |
LMB Warrants Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 13.65 |
Number | 53,110 |
Expiration date | March 24, 2022 - April 29, 2022 |
Financial Advisor Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 3 |
Number | 25,833 |
Expiration date | August 15, 2021 |
2016 Offering Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 4.125 |
Number | 128,017 |
Expiration date | November 23, 2021 - February 27, 2022 |
2016 Offering Placement Agent Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 4.125 |
Number | 12,802 |
Expiration date | November 23, 2021 - February 27, 2022 |
2017 Public Offering Warrants[Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 4.125 |
Number | 1,622,989 |
Expiration date | August 2, 2022 |
2017 Public Offering Underwriter Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 4.5375 |
Number | 65,940 |
Expiration date | February 2, 2023 |
2017 Registered Direct/Private Placement Offering Investor Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 4.63 |
Number | 640,180 |
Expiration date | June 19, 2023 |
2017 Registered Direct/Private Placement Offering Placement Agent Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ / shares | $ 5.8656 |
Number | 89,625 |
Expiration date | December 19, 2022 |
Common Stock, Stock Options a28
Common Stock, Stock Options and Warrants (Details 2) - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Common Stock, Stock Options and Warrants [Abstract] | ||
2014 Stock Incentive Plan options outstanding | 861,039 | 861,039 |
2014 Stock Incentive Plan available for future grants | 799 | 799 |
Warrants outstanding | 3,763,095 | 3,346,891 |
Unit purchase options outstanding | 201,334 | 201,334 |
Total | 4,826,267 | 4,410,063 |
Common Stock, Stock Options a29
Common Stock, Stock Options and Warrants (Details Textual) - USD ($) | Dec. 19, 2017 | Nov. 07, 2017 | Aug. 08, 2017 | Jun. 09, 2017 | Apr. 07, 2017 | Sep. 12, 2014 | Jun. 29, 2017 | Nov. 23, 2016 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Jun. 08, 2017 |
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Restricted common stock fair value | $ 257,400 | ||||||||||||
Common stock, shares issued | 9,975,518 | ||||||||||||
Common stock outstanding | 3,763,095 | ||||||||||||
Stock option purchase grants | 799 | 799 | |||||||||||
Stock-based compensation expense | $ 290,021 | $ 241,514 | |||||||||||
Unrecognized total compensation cost related to unvested awards | 940,560 | ||||||||||||
Weighted average remaining life | 1 year 8 months 16 days | ||||||||||||
Net proceeds warrant amount | $ 10,000 | ||||||||||||
Aggregate intrinsic value for the warrants outstanding | 20,667 | ||||||||||||
Private Offering [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Shares per unit price | $ 6 | ||||||||||||
Common stock exercise price per share | $ 8.25 | ||||||||||||
Percentage of cash commission on gross proceeds | 10.00% | ||||||||||||
Expense allowance, percentage | 3.00% | ||||||||||||
Percentage of warrants to purchase a number of shares common stock | 10.00% | ||||||||||||
Number of units sold | 226,671 | ||||||||||||
Number of units sold for gross proceeds | $ 2,040,040 | $ 390,000 | |||||||||||
Stock sold | 65,000 | ||||||||||||
Estimated fair value of the warrant granted to the placement agent | $ 23,451 | ||||||||||||
Other cash expenses related to placements | 156,896 | ||||||||||||
Deferred offering costs | 64,801 | ||||||||||||
Exercise price of warrants | $ 4.125 | $ 4.125 | |||||||||||
Other cost | 50,700 | ||||||||||||
Unit Purchase Options [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Shares per unit price | $ 9 | $ 9 | |||||||||||
Common stock exercise price per share | $ 9 | $ 9 | |||||||||||
Number of units sold | 38,000 | 62,667 | |||||||||||
Estimated fair value of the warrant granted to the placement agent | $ 104,138 | $ 193,860 | $ 96,930 | ||||||||||
Purchase Option Agreement, expiration date | Apr. 7, 2023 | Jun. 29, 2022 | |||||||||||
Common Stock [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Reverse stock split | The Company affected a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value. Under the terms of the reverse stock split, fractional shares issuable to stockholders were rounded up to the nearest whole share, resulting in a reverse split slightly less than 1-for-15 in the aggregate. | ||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Restricted common stock shares | 60,000 | ||||||||||||
Restricted common stock fair value | $ 60 | ||||||||||||
Stock options to purchase exercised | 4,829 | ||||||||||||
Stock-based compensation expense | |||||||||||||
Investor Warrants [Member] | Private Offering [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Estimated fair value of the warrant granted to the placement agent | $ 234,505 | ||||||||||||
Additional warrant purchases | 6,500 | ||||||||||||
2017 Public Offering and Release Agreement [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Shares per unit price | $ 4.125 | ||||||||||||
Number of units sold for gross proceeds | $ 6,802,469 | ||||||||||||
Warrants to purchase | 1,648,484 | ||||||||||||
Estimated fair value of the warrant granted to the placement agent | 1,895,756 | $ 65,940 | |||||||||||
Other cash expenses related to placements | $ 685,573 | ||||||||||||
Exercise price of warrants | $ 0.01 | ||||||||||||
Warrants outstanding purchase of common stock, shares | 1,648,484 | ||||||||||||
Underwriter payment amount | $ 100,000 | ||||||||||||
Restricted common stock shares | 60,000 | ||||||||||||
Restricted common stock fair value | $ 257,400 | ||||||||||||
Other cost | $ 357,400 | ||||||||||||
Additional warrant purchases | 247,272 | ||||||||||||
Underwriting discounts and commissions, description | Before deducting underwriting discounts and commissions and other offering expenses of $685,573. The Company granted the underwriters a 45-day option to purchase up to an additional 247,272 shares of common stock and warrants to purchase 247,272 shares of common stock to cover over-allotments. | ||||||||||||
2017 Public Offering and Release Agreement [Member] | Investor [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Estimated fair value of the warrant granted to the placement agent | 4,160,195 | ||||||||||||
2017 Public Offering and Release Agreement [Member] | Underwriter [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Estimated fair value of the warrant granted to the placement agent | 142,419 | ||||||||||||
2017 Registered Direct/Private Placement Offering [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Number of units sold for gross proceeds | $ 420,566 | ||||||||||||
Estimated fair value of the warrant granted to the placement agent | 89,625 | 640,180 | |||||||||||
2017 Registered Direct/Private Placement Offering [Member] | Investor [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Estimated fair value of the warrant granted to the placement agent | $ 2,407,276 | ||||||||||||
Exercise price of warrants | $ 4.63 | ||||||||||||
Warrants outstanding purchase of common stock, shares | 640,180 | ||||||||||||
Weighted average remaining life | 5 years | ||||||||||||
2017 Registered Direct/Private Placement Offering [Member] | Underwriter [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Estimated fair value of the warrant granted to the placement agent | $ 316,071 | ||||||||||||
2017 Registered Direct/Private Placement Offering [Member] | Placement Agent [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Number of units sold for gross proceeds | $ 89,625 | ||||||||||||
Other cash expenses related to placements | $ 85,000 | ||||||||||||
Exercise price of warrants | $ 5.8656 | ||||||||||||
Other cost | $ 20,000 | ||||||||||||
Weighted average remaining life | 5 years | ||||||||||||
Net proceeds warrant amount | $ 5,482,523 | ||||||||||||
2017 Registered Direct/Private Placement Offering [Member] | Accredited Investors [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Exercise price of warrants | $ 4.6925 | ||||||||||||
Warrants outstanding purchase of common stock, shares | 1,280,360 | ||||||||||||
Net proceeds warrant amount | $ 6,008,089 | ||||||||||||
Stock Options [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Common stock, shares issued | 866,667 | ||||||||||||
Common stock outstanding | 861,039 | ||||||||||||
Weighted average remaining life | 10 years | 4 years 1 month 2 days | |||||||||||
Financial Advisor Warrants were exercised | 4,829 | ||||||||||||
Stock Options [Member] | Financial Advisor [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Financial Advisor Warrants were exercised | 40,834 | ||||||||||||
Cashless basis the issuance of shares of common stock | 16,547 | ||||||||||||
Stock Options [Member] | Private Offering [Member] | |||||||||||||
Common Stock, Stock Options and Warrants (Textual) | |||||||||||||
Warrants to purchase | 272,767 | ||||||||||||
Exercise price of warrants | $ 4.125 | ||||||||||||
Weighted average remaining life | 4 years 1 month 2 days | ||||||||||||
Net proceeds warrant amount | $ 1,125,148 | ||||||||||||
Aggregate intrinsic value for the warrants outstanding | $ 20,667 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Related Party Transactions (Textual) | |||
Due to related party | $ 17,637 | $ 27,637 | |
General and administrative expense | $ 2,346,240 | $ 1,132,183 | |
2017 Registered Direct/Private Placement Offering [Member] | |||
Related Party Transactions (Textual) | |||
Purchase shares of common stock | 213,106 | ||
Shares per unit price | $ 4.6925 | ||
Warrants outstanding | 106,553 | ||
Warrants exercisable price | $ 4.63 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Lease (Textual) | ||
Monthly rental rate | $ 2,167 | |
Lease agreement expire date | Oct. 31, 2018 | |
Rent expense | $ 6,501 | $ 6,501 |