CohBar (CWBR) 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 12, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	CohBar, Inc.
Entity Central Index Key	1,522,602
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		32,320,891

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 5,499,507	$ 1,194,492
Restricted cash		$ 4,055
Investments	$ 5,745,024
Prepaid expenses and other current assets	100,694	$ 19,517
Total current assets	11,345,225	1,218,064
Property and equipment, net	$ 205,978	4,631
Deferred offering costs		749,386
Other assets	$ 20,493	1,100
Total assets	11,571,696	1,973,181
Current liabilities:
Accounts payable	156,831	290,073
Accrued liabilities	153,477	305,401
Accrued payroll and other compensation	180,449	103,294
Total current liabilities	490,757	698,768
Note payable, net of debt discount of $304 and $451 as of September 30, 2015 and December 31, 2014, respectively	204,956	204,809
Total liabilities	$ 695,713	$ 903,577
Commitments and contingencies
Stockholders'equity:
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 32,320,891 shares as of September 30, 2015 and 12,915,343 as of December 31, 2014	$ 32,321	$ 12,915
Additional paid-in capital	18,028,039	5,507,616
Accumulated deficit	(7,184,377)	(4,456,327)
Total stockholders' equity	10,875,983	1,069,604
Total liabilities and stockholders' equity	$ 11,571,696	$ 1,973,181
Series A Preferred Stock
Stockholders'equity:
Preferred Stock
Convertible Preferred Stock Series B
Stockholders'equity:
Preferred Stock		$ 5,400

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Debt discount of note payable	$ 304	$ 451
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	75,000,000	75,000,000
Common stock, issued	32,320,891	12,915,343
Common stock, outstanding	32,320,891	12,915,343
Series A Preferred Stock
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Convertible Preferred Stock Series B
Preferred stock, issued	0	5,400,000
Preferred stock, outstanding	0	5,400,000

Condensed Statements of Operati

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenues
Operating expenses:
Research and development	$ 547,029	$ 159,883	$ 1,257,075	$ 405,215
General and administrative	531,841	246,182	1,467,759	914,399
Total operating expenses	1,078,870	406,065	2,724,834	1,319,614
Operating loss	(1,078,870)	(406,065)	(2,724,834)	(1,319,614)
Other income (expense):
Interest income	1,451	193	3,650	440
Interest expense	(1,755)	$ (1,700)	(5,267)	$ (5,141)
Other expense	(33)		(1,452)
Amortization of debt discount	(49)	$ (49)	(147)	$ (284)
Total other expense	(386)	(1,556)	(3,216)	(4,985)
Net loss	$ (1,079,256)	$ (407,621)	$ (2,728,050)	$ (1,324,599)
Basic and diluted net loss per share	$ (0.03)	$ (0.03)	$ (0.09)	$ (0.1)
Weighted average common shares outstanding - basic and diluted	32,320,891	12,915,343	31,951,056	12,915,343

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (2,728,050)	$ (1,324,599)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	18,920	1,874
Stock-based compensation	310,594	239,760
Amortization of debt discount	147	284
Changes in operating assets and liabilities:
Restricted cash	4,055	122,140
Prepaid expenses and other current assets	(81,177)	(15,026)
Accounts payable	(133,241)	42,870
Accrued liabilities	(151,925)	189,542
Accrued payroll and other compensation	77,154	23,762
Net cash used in operating activities	(2,683,523)	$ (719,393)
Cash flows from investing activities:
Purchases of property and equipment	(220,266)
Payment for security deposit	(19,393)
Purchases of investments	(9,241,024)
Proceeds from redemptions of investments	3,496,000
Net cash used in investing activities	(5,984,683)
Cash flows from financing activities:
Deferred offering costs	$ (35,811)	$ (247,013)
Proceeds from the issuance of preferred stock, net		2,430,079
Proceeds from convertible notes		$ 210,000
Proceeds from initial public offering	$ 10,253,484
Proceeds from exercise of unit options	55,548
Proceeds from conversion of private placement Puts	2,700,000
Net cash provided by financing activities	12,973,221	$ 2,393,066
Net increase in cash and cash equivalents	4,305,015	1,673,673
Cash and cash equivalents at beginning of period	1,194,492	145,170
Cash and cash equivalents at end of period	$ 5,499,507	1,818,843
Non-cash investing and financing activities:
Warrants issued in connection with bridge loans		137
Conversion of convertible notes to Series B Preferred Stock		$ 210,000
Reclassification of deferred offering costs to equity	$ 785,197
Conversion of Series B Preferred Stock to Common Stock	$ 5,400,000

Business Organization and Basis

Business Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Business Organization and Basis of Presentation [Abstract]
Business Organization and Basis of Presentation	Note 1 - Business Organization and Basis of Presentation CohBar, Inc. (“CohBar” or the “Company”) is a leader in the research and development of mitochondria-based therapeutics (“MBTs”), an emerging class of drugs for the treatment of diseases associated with aging. MBTs originate from the discovery by the Company’s founders of a novel group of peptides within the genome of mitochondria, the powerhouses of the cell. The Company’s ongoing development of mitochondrial-derived peptides (“MDPs”) into MBTs offers the potential to address a broad range of diseases such as type 2 diabetes, cancer, atherosclerosis and neurodegenerative disorders. The Company’s primary activities include research and development of its MBT pipeline, securing intellectual property protection, managing collaborations with Contract Research Organizations (“CROs”) and academic institutions, expanding its scientific leadership and laboratory staff and raising capital. To date, the Company has not generated any revenues from operations and does not expect to generate any revenues in the near future. The accompanying interim condensed financial statements of the Company have not been audited. In accordance with United States generally accepted accounting principles (“U.S. GAAP”) for presentation of interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”), we have condensed and omitted certain information and footnotes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the audited financial statements for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K, filed with the SEC (the “2014 Form 10-K”). The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements included in the 2014 Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or any other period. All amounts are presented in U.S. Dollars.

Management's Liquidity Plans

Management's Liquidity Plans	9 Months Ended
	Sep. 30, 2015
Management's Liquidity Plans [Abstract]
Management's Liquidity Plans	Note 2 - Management’s Liquidity Plans As of September 30, 2015, the Company had working capital and stockholders’ equity of $10,854,468 and $10,875,983, respectively. During the nine months ended September 30, 2015, the Company incurred a net loss of $2,728,050. The Company has not generated any revenues, has incurred net losses since inception and does not expect to generate revenues in the near term. In January 2015, the Company completed its Initial Public Offering (“IPO”) on the TSX Venture Exchange. The Company sold 11,250,000 units at a price of $1.00 per unit, providing gross proceeds of $11,250,000. Concurrently with the IPO, the Company completed a previously-subscribed private placement of an additional 2,700,000 units for gross proceeds of $2,700,000, resulting in total gross proceeds of $13,950,000. All units consist of one share of the Company’s common stock and one-half of one common stock purchase warrant. With the cash and investments on hand as of September 30, 2015, the Company believes that it has sufficient capital to meet its operating expenses and working capital needs into the early part of 2017, at which time additional capital will be required. However, if unanticipated difficulties arise the Company may be required to raise additional capital to support its operations or curtail its research and development activities until such time as additional capital becomes available. There is no assurance that additional financing will be available when needed or that the Company will be able to obtain such financing on reasonable terms. The Company does not expect to generate revenues from its operation in the near future and there is no assurance that the Company will generate positive operating cash flow or become profitable in the future.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s stock, stock-based compensation, debt discount and the valuation allowance relating to the Company’s deferred tax assets. Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. Investments Investments consist of U.S Treasury Bills and Certificates of Deposit. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. The Company had $5,745,024 of short-term investments at September 30, 2015. Deferred Offering Costs The Company classifies amounts related to the IPO not closed as of the balance sheet date as Deferred Offering Costs. During the nine months ended September 30, 2015, the Company reclassified Deferred Offering Costs in the amount of $749,386 to Additional Paid-in-Capital. During the nine months ended September 30, 2015, the Company incurred $35,811 of additional offering related costs. These costs were recorded as a reduction in Additional Paid-in-Capital in the accompanying condensed balance sheets. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of cash, investments, accounts payable, accrued liabilities and debt approximate fair value due to the short-term nature of these instruments. Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free standing derivatives consist of warrants to purchase common stock that were issued in connection with its notes payable, warrants to purchase common stock that were issued in connection with the Company’s IPO and concurrent private placement and compensation options issued to the agents in the IPO exercisable for shares of common stock and common stock purchase warrants. The Company evaluated these securities to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that they meet the criteria for equity classification in the condensed balance sheet as of September 30, 2015 and December 31, 2014. Share-Based Payment The Company accounts for share-based payments using the fair value method. For employees and directors, the fair value of the award is measured, as discussed below, on the grant date. For non-employees, fair value is generally valued based on the fair value of the services provided or the fair value of the equity instruments on the measurement date, whichever is more readily determinable and re-measured on each financial reporting dates until the service is complete. The Company has granted stock options at exercise prices no less than the fair market value as determined by the board of directors, with input from management. The weighted-average fair value of options and warrants has been estimated on the date of grant using the Black-Scholes pricing model. The fair value of each instrument is estimated on the date of grant utilizing certain assumptions for a risk free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued was estimated using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected life 8 years N/A 2 years 6 years Risk free Interest rate 1.62% N/A 0.70% 2.42% Expected volatility 79% N/A 80% 80% Expected dividend yield 0% N/A 0% 0% Forfeiture rate 0% N/A 0% 0% As of September 30, 2015, total unrecognized stock option compensation expense is $919,044, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: September 30, September 30,* 2015 2014 Options 3,659,083 1,225,219 Warrants 7,936,391 933,617 Preferred Stock Series B - 2,700,000 Totals 11,595,474 4,858,836 * September 30, 2014, excludes the impact of Put agreements, which subscribed certain shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO. Recent Accounting Pronouncements Recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2015
Accrued Expenses [Abstract]
Accrued Expenses	Note 4 - Accrued Expenses Accrued expenses consist of: As of As of September 30, December 31, Lab services $ 113,335 $ 64,768 Professional fees 21,572 173,829 Consultant fees 2,500 52,000 Interest 16,070 10,804 Expense reimbursement - 4,000 Total accrued expenses $ 153,477 $ 305,401

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Litigations, Claims and Assessments The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are included in the condensed financial statements as of September 30, 2015. Operating Lease In February 2015, the Company entered into a lease agreement for a new and expanded laboratory. The laboratory space is leased on a month-to-month basis and is part of a shared facility in Menlo Park, California. Rent expense was $30,904 and $5,400 for the three months ended September 30, 2015 and 2014, respectively. Rent expense was $76,646 and $16,200 for the nine months ended September 30, 2015 and 2014, respectively. The Company terminated the lease for its former lab space effective March 31, 2015.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 6 - Stockholders’ Equity Authorized Capital In January 2015, the Company completed its IPO on the TSX Venture Exchange. The Company sold 11,250,000 units at a price of $1.00 per unit, providing gross proceeds of $11,250,000. Concurrently with the IPO, the Company completed a previously-subscribed private placement of an additional 2,700,000 units for gross proceeds of $2,700,000, resulting in total gross proceeds of $13,950,000. After deducting the offering expenses, the Company received net proceeds of $12,953,484. All units consist of one share of the Company’s common stock and one-half of one common stock purchase warrant. In the aggregate, a total of 13,950,000 shares of common stock and 6,975,000 warrants to purchase common stock were issued in connection with the IPO and concurrent private placement. Each whole warrant is exercisable to acquire one share of the Company’s common stock at a price of $2.00 per share at any time up to January 6, 2017, subject to the Company’s right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days. In January 2015, the Company amended its Certificate of Incorporation to increase the total number of authorized shares of common stock. Following the amendment, the Company has authorized the issuance and sale of up to 80,000,000 shares of stock, consisting of 75,000,000 shares of common stock having a par value of $0.001 and 5,000,000 shares of Preferred Stock having a par value of $0.001 per share. As of September 30, 2015, there were no shares of Preferred Stock outstanding and there were no declared but unpaid dividends or undeclared dividend arrearages on any shares of the Company’s capital stock. In January 2015, the Company amended and restated the 2011 Equity Incentive Plan (the “2011 Plan”). The Amendment and Restatement increased the aggregate number of shares of its common stock that may be issued pursuant to stock awards under the plan. In accordance with the rules of the TSX Venture Exchange regarding equity incentive plans, the number of shares that can be reserved for issuance under the 2011 Plan is equal to 20% of the Company’s common stock outstanding at the completion of the offering. The total number of shares reserved for issuance after the completion of the IPO is 6,453,069. Preferred Stock Upon the completion of the IPO on January 6, 2015 each outstanding share of Series B Preferred Stock was automatically converted into one share of common stock. The Company converted 5,400,000 shares of Series B Preferred Stock into 5,400,000 shares of its common stock. Stock Options The Company has one incentive stock plan, the 2011 Plan, and has granted stock options to employees, non-employee directors and consultants from the 2011 Plan. Options granted under the Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant. At September 30, 2015, 3,525,134 shares of the Company’s common stock were available for future issuance under the 2011 Plan. During the year ended December 31, 2014, the Company granted an option to purchase 127,532 shares of common stock which contained performance vesting conditions that include (i) the optionee’s continuous service and (ii) completion of the Company’s initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended. The performance conditions related to the IPO were met during the quarter ended March 31, 2015 and the options were valued. The options had an exercise price of $0.26, a fair value of $0.87 and the Company recognized an expense of $53,037 in the nine months ended September 30, 2015. During July 2015, the Company issued stock options to employees and consultants exercisable for an aggregate of 318,124 shares at an exercise price of $1.00 per share. These stock options are subject to vesting over four years, have terms of ten years and have an aggregate grant date fair value of $233,550. The Company recorded $94,389 and $17,262 of stock based compensation expense in the three months ended September 30, 2015 and 2014, respectively. The Company recorded $310,594 and $239,760 of stock based compensation expense in the nine months ended September 30, 2015 and 2014, respectively. The following table represents stock option activity for the nine months ended September 30, 2015: Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2014 2,609,811 459,437 $ 0.38 $ 0.17 $ 0.17 9.57 $ - Granted 1,104,820 786,696 1.00 1.00 0.38 3.37 - Exercised (55,548 ) (55,548 ) - - - - - Cancelled - - - - - - - Balance – September 30, 2015 3,659,083 1,584,567 $ 0.66 $ 0.32 $ 0.32 7.29 $ 1,801,898 The granted balances in the table above includes 786,696 options granted to the agents that took part in the IPO (See “ Agent’s Compensation Options The following table summarizes information on stock options outstanding and exercisable as of September 30, 2015: Weighted Weighted Weighted Exercise Number Average Remaining Average Number Average Price Outstanding Contractual Term Exercise Price Exercisable Exercise Price $ 0.05 72,876 6.51 years $ 0.05 66,802 $ 0.05 $ 0.26 1,061,248 8.53 years $ 0.26 682,450 $ 0.26 $ 0.73 1,475,687 9.13 years $ 0.73 104,167 $ 0.73 $ 1.00 1,049,272 3.51 years $ 1.00 731,148 $ 1.00 Totals 3,659,083 1,584,567 The 1,049,272 options with an exercise price of $1.00 includes 318,124 stock options granted to employees and consultants and 731,148 unit options granted to the agents that took part in the IPO (See “ Agent’s Compensation Options Agent’s Compensation Options In connection with the closing of its IPO in January 2015 the Company issued 786,696 compensation options (“Compensation Options”) to the agents that took part in the offering. Each Compensation Option is exercisable for a unit consisting of one share of common stock and one-half of one common stock purchase warrant at an exercise price of $1.00 per unit. The Compensation Options expire on July 6, 2016. Each whole warrant issuable upon exercise of Compensation Options is exercisable to acquire one share of common stock at an exercise price of $2.00 per share at any time up to January 6, 2017, subject to the Company’s right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days. Because the Compensation Options are considered a cost of the IPO, the resulting value is recognized as both an increase and decrease to the equity section of the accompanying condensed balance sheets. The Compensation Options are not part of the Company’s 2011 Plan. During the nine months ended September 30, 2015, a total of 55,548 Compensation Options were exercised for cash proceeds of $55,548. Warrants During the nine months ended September 30, 2015, the Company issued warrants to purchase an aggregate of 7,002,774 shares of common stock in conjunction with the issuance of units sold in the IPO and concurrent private placement, and upon the exercise of agent’s compensation options. The warrants are exercisable through January 6, 2017 at a price of $2.00 per share. The warrants are subject to the Company’s right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days. As of September 30, 2015, the Company has warrants outstanding and exercisable to purchase a total of 7,936,391 shares of common stock. Such warrants have a weighted average exercise price of $1.80, a weighted average remaining contractual life of 2.05 years and an aggregate intrinsic value of $814,507.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 7 - Related Party Transactions Two of the Company’s Directors provide consulting services to the Company pursuant to agreements that provide for annual compensation of $42,000 each. Each agreement provides for an annual service term and can be extended by mutual consent of both parties. The service terms under the agreements expired in September 2015 and November 2015, respectively, and the Company is in the process of negotiating extended agreements with both parties. During the three months ended September 30, 2015 and 2014, the Company recognized aggregate expenses of $21,000 and $21,250 for consulting fees paid to the Directors. During the nine months ended September 30, 2015 and 2014, the Company recognized aggregate expenses of $63,000 and $43,417 for consulting fees paid to the Directors. As of September 30, 2015 and December 31, 2014, no amounts were owed to either Director.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 8 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the financial statements were issued require adjustment or disclosure in the accompanying financial statements. Based upon the evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as disclosed. During November 2015, the Company granted 95,000 stock options to employees with an exercise price of $1.17. These stock options are subject to vesting over four years and have a term of ten years.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s stock, stock-based compensation, debt discount and the valuation allowance relating to the Company’s deferred tax assets.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC.
Investments	Investments Investments consist of U.S Treasury Bills and Certificates of Deposit. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. The Company had $5,745,024 of short-term investments at September 30, 2015.
Deferred Offering Costs	Deferred Offering Costs The Company classifies amounts related to the IPO not closed as of the balance sheet date as Deferred Offering Costs. During the nine months ended September 30, 2015, the Company reclassified Deferred Offering Costs in the amount of $749,386 to Additional Paid-in-Capital. During the nine months ended September 30, 2015, the Company incurred $35,811 of additional offering related costs. These costs were recorded as a reduction in Additional Paid-in-Capital in the accompanying condensed balance sheets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of cash, investments, accounts payable, accrued liabilities and debt approximate fair value due to the short-term nature of these instruments.
Common Stock Purchase Warrants	Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free standing derivatives consist of warrants to purchase common stock that were issued in connection with its notes payable, warrants to purchase common stock that were issued in connection with the Company’s IPO and concurrent private placement and compensation options issued to the agents in the IPO exercisable for shares of common stock and common stock purchase warrants. The Company evaluated these securities to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that they meet the criteria for equity classification in the condensed balance sheet as of September 30, 2015 and December 31, 2014.
Share-Based Payment	Share-Based Payment The Company accounts for share-based payments using the fair value method. For employees and directors, the fair value of the award is measured, as discussed below, on the grant date. For non-employees, fair value is generally valued based on the fair value of the services provided or the fair value of the equity instruments on the measurement date, whichever is more readily determinable and re-measured on each financial reporting dates until the service is complete. The Company has granted stock options at exercise prices no less than the fair market value as determined by the board of directors, with input from management. The weighted-average fair value of options and warrants has been estimated on the date of grant using the Black-Scholes pricing model. The fair value of each instrument is estimated on the date of grant utilizing certain assumptions for a risk free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued was estimated using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected life 8 years N/A 2 years 6 years Risk free Interest rate 1.62% N/A 0.70% 2.42% Expected volatility 79% N/A 80% 80% Expected dividend yield 0% N/A 0% 0% Forfeiture rate 0% N/A 0% 0% As of September 30, 2015, total unrecognized stock option compensation expense is $919,044, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: September 30, September 30,* 2015 2014 Options 3,659,083 1,225,219 Warrants 7,936,391 933,617 Preferred Stock Series B - 2,700,000 Totals 11,595,474 4,858,836 * September 30, 2014, excludes the impact of Put agreements, which subscribed certain shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Schedule of weighted-average Black-Scholes assumptions	For the Three Months Ended For the Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected life 8 years N/A 2 years 6 years Risk free Interest rate 1.62% N/A 0.70% 2.42% Expected volatility 79% N/A 80% 80% Expected dividend yield 0% N/A 0% 0% Forfeiture rate 0% N/A 0% 0%
Schedule of antidilutive securities excluded from computation of earnings per share	September 30, September 30,* 2015 2014 Options 3,659,083 1,225,219 Warrants 7,936,391 933,617 Preferred Stock Series B - 2,700,000 Totals 11,595,474 4,858,836 * September 30, 2014, excludes the impact of Put agreements, which subscribed certain shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO.

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2015
Accrued Expenses [Abstract]
Schedule of accrued expenses	As of As of September 30, December 31, Lab services $ 113,335 $ 64,768 Professional fees 21,572 173,829 Consultant fees 2,500 52,000 Interest 16,070 10,804 Expense reimbursement - 4,000 Total accrued expenses $ 153,477 $ 305,401

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity [Abstract]
Schedule of stock option activity	Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2014 2,609,811 459,437 $ 0.38 $ 0.17 $ 0.17 9.57 $ - Granted 1,104,820 786,696 1.00 1.00 0.38 3.37 - Exercised (55,548 ) (55,548 ) - - - - - Cancelled - - - - - - - Balance – September 30, 2015 3,659,083 1,584,567 $ 0.66 $ 0.32 $ 0.32 7.29 $ 1,801,898
Schedule of stock options outstanding and exercisable	Weighted Weighted Weighted Exercise Number Average Remaining Average Number Average Price Outstanding Contractual Term Exercise Price Exercisable Exercise Price $ 0.05 72,876 6.51 years $ 0.05 66,802 $ 0.05 $ 0.26 1,061,248 8.53 years $ 0.26 682,450 $ 0.26 $ 0.73 1,475,687 9.13 years $ 0.73 104,167 $ 0.73 $ 1.00 1,049,272 3.51 years $ 1.00 731,148 $ 1.00 Totals 3,659,083 1,584,567 The 1,049,272 options with an exercise price of $1.00 includes 318,124 stock options granted to employees and consultants and 731,148 unit options granted to the agents that took part in the IPO (See “ Agent’s Compensation Options

Management's Liquidity Plans (D

Management's Liquidity Plans (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Management's liquidity plans (Textual)
Working capital		$ 10,854,468		$ 10,854,468
Stockholders' equity		10,875,983		10,875,983		$ 1,069,604
Net loss		$ (1,079,256)	$ (407,621)	$ (2,728,050)	$ (1,324,599)
IPO [Member]
Management's liquidity plans (Textual)
Number of units sold	11,250,000
Proceeds from sale of units	$ 11,250,000
Price per sale of unit	$ 1
Private Placement [Member]
Management's liquidity plans (Textual)
Number of units sold	2,700,000
Proceeds from sale of units	$ 2,700,000
Price per sale of unit	$ 1
IPO and Private Placement [Member]
Management's liquidity plans (Textual)
Number of units sold	13,950,000
Proceeds from sale of units	$ 13,950,000

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule of weighted-average Black-Scholes assumptions
Expected life	8 years		2 years	6 years
Risk free Interest rate	1.62%		0.70%	2.42%
Expected volatility	79.00%		80.00%	80.00%
Expected dividend yield	0.00%		0.00%	0.00%
Forfeiture rate	0.00%		0.00%	0.00%

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details 1) - shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Schedule of antidilutive securities excluded from computation of earnings per share
Antidilutive securities excluded from computation of earnings per share, Amount	11,595,474	4,858,836	[1]
Preferred Stock Series B
Schedule of antidilutive securities excluded from computation of earnings per share
Antidilutive securities excluded from computation of earnings per share, Amount		2,700,000
Warrants
Schedule of antidilutive securities excluded from computation of earnings per share
Antidilutive securities excluded from computation of earnings per share, Amount	7,936,391	933,617
Options
Schedule of antidilutive securities excluded from computation of earnings per share
Antidilutive securities excluded from computation of earnings per share, Amount	3,659,083	1,225,219
[1]	September 30, 2014, excludes the impact of Put agreements, which subscribed certain shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Summary of significant accounting policies (Textual)
Short-term investments	$ 5,745,024
Deferred offering costs reclassified to additional paid-in-capital	749,386
Additional offering related costs	35,811
Unrecognized stock option compensation expense	$ 919,044
Recognized options vest over period	4 years

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Schedule of accrued expenses
Lab services	$ 113,335	$ 64,768
Professional fees	21,572	173,829
Consultant fees	2,500	52,000
Interest	$ 16,070	10,804
Expense reimbursement		4,000
Total accrued expenses	$ 153,477	$ 305,401

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Commitments and contingencies (Textual)
Rent expense	$ 30,904	$ 5,400	$ 76,646	$ 16,200

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Stock Options [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Stock Options Outstanding
Balance - December 31, 2014	2,609,811
Granted	1,104,820
Exercised	(55,548)
Cancelled
Balance - September 30, 2015	3,659,083	2,609,811
Stock Options Exercisable
Balance - December 31, 2014	459,437
Granted	786,696
Exercised	(55,548)
Cancelled
Balance - September 30, 2015	1,584,567	459,437
Weighted Average Exercise Price Outstanding
Balance - December 31, 2014	$ 0.38
Granted	$ 1
Exercised
Cancelled
Balance - September 30, 2015	$ 0.66	$ 0.38
Weighted Average Exercise Price Exercisable
Balance - December 31, 2014	0.17
Granted	$ 1
Exercised
Cancelled
Balance - September 30, 2015	$ 0.32	0.17
Weighted Average Fair Value Vested
Balance - December 31, 2014	0.17
Granted	$ 0.38
Exercised
Cancelled
Balance - September 30, 2015	$ 0.32	$ 0.17
Weighted Average Contractual Life (Years)
Granted	3 years 4 months 13 days
Balance - September 30, 2015	7 years 3 months 15 days	9 years 6 months 26 days
Aggregate Intrinsic Value
Balance - December 31, 2014
Granted
Exercised
Cancelled
Balance - September 30, 2015	$ 1,801,898

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Number Outstanding	3,659,083
Stock Options Number Exercisable	1,584,567
Exercise Price 0.05 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Number Outstanding	72,876
Stock Options Outstanding Weighted Average Remaining Contractual Term	6 years 6 months 4 days
Stock Options Outstanding Weighted Average Exercise Price | $ / shares	$ 0.05
Stock Options Number Exercisable	66,802
Stock Options Exercisable Weighted Average Exercise Price | $ / shares	$ 0.05
Exercise Price 0.26 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Number Outstanding	1,061,248
Stock Options Outstanding Weighted Average Remaining Contractual Term	8 years 6 months 11 days
Stock Options Outstanding Weighted Average Exercise Price | $ / shares	$ 0.26
Stock Options Number Exercisable	682,450
Stock Options Exercisable Weighted Average Exercise Price | $ / shares	$ 0.26
Exercise Price 0.73 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Number Outstanding	1,475,687
Stock Options Outstanding Weighted Average Remaining Contractual Term	9 years 1 month 17 days
Stock Options Outstanding Weighted Average Exercise Price | $ / shares	$ 0.73
Stock Options Number Exercisable	104,167
Stock Options Exercisable Weighted Average Exercise Price | $ / shares	$ 0.73
Exercise Price 1.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Number Outstanding	1,049,272	[1]
Stock Options Outstanding Weighted Average Remaining Contractual Term	3 years 6 months 4 days
Stock Options Outstanding Weighted Average Exercise Price | $ / shares	$ 1
Stock Options Number Exercisable	731,148
Stock Options Exercisable Weighted Average Exercise Price | $ / shares	$ 1
[1]	The 1,049,272 options with an exercise price of $1.00 includes 318,124 stock options granted to employees and consultants and 731,148 unit options granted to the agents that took part in the IPO (See "Agent's Compensation Options" below).

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)		Jan. 06, 2015	Jul. 31, 2015	Jan. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Stockholders' Equity (Textual)
Common stock, authorized					75,000,000		75,000,000		75,000,000
Common stock, par value					$ 0.001		$ 0.001		$ 0.001
Preferred stock, authorized					5,000,000		5,000,000		5,000,000
Preferred stock, par value					$ 0.001		$ 0.001		$ 0.001
Stock-based compensation					$ 94,389	$ 17,262	$ 310,594	$ 239,760
Stock options					3,659,083		3,659,083
Proceeds from exercise of Agent options							$ 55,548
Recognized options vest over period							4 years
Exercise Price 1.00 [Member]
Stockholders' Equity (Textual)
Option granted exercise price					$ 1		$ 1
Stock options	[1]				1,049,272		1,049,272
2011 Plan [Member]
Stockholders' Equity (Textual)
Equity incetive plan, description				In accordance with the rules of the TSX Venture Exchange regarding equity incentive plans, the number of shares that can be reserved for issuance under the 2011 Plan is equal to 20% of the Companys common stock outstanding at the completion of the offering.
Common stock for future issuance				6,453,069	3,525,134		3,525,134
Stock Options [Member]
Stockholders' Equity (Textual)
Number of options granted							1,104,820
Weighted average exercise price							$ 1
Weighted average fair value							$ 0.38
Agent options exercised							(55,548)
Option issued to employees and consultants exercisable, shares					1,584,567		1,584,567		459,437
Weighted average exercisable price					$ 0.32		$ 0.32		$ 0.17
Stock Options [Member] | Employees And Consultants [Member]
Stockholders' Equity (Textual)
Number of options granted							318,124
Weighted average exercise price							$ 1
Option issued to employees and consultants exercisable, shares			318,124
Weighted average exercisable price			$ 1
Recognized options vest over period			4 years
Aggregate grant fair value			$ 233,550
Compensation Options [Member]
Stockholders' Equity (Textual)
Option granted exercise price				$ 1
Number of options granted to agents				786,696
Agent options exercised							55,548
Proceeds from exercise of Agent options							$ 55,548
Warrants outstanding, description				The Compensation Options expire on July 6, 2016. Each whole warrant issuable upon exercise of Compensation Options is exercisable to acquire one share of common stock at an exercise price of $2.00 per share at any time up to January 6, 2017, subject to the Company's right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days.
Warrant exercise price per share				$ 2
Common Stock [Member]
Stockholders' Equity (Textual)
Conversion of of Series B Preferred into common stock		5,400,000
Warrant [Member]
Stockholders' Equity (Textual)
Warrants issued to purchase of common stock					7,002,774		7,002,774
Warrants outstanding, description							The warrants are exercisable through January 6, 2017 at a price of $2.00 per share. The warrants are subject to the Company's right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days.
Warrant weighted average exercise price					$ 1.80		$ 1.80
Weighted average remaining contractual life, warrant							2 years 18 days
Aggregate intrinsic value, warrant					$ 814,507		$ 814,507
Warrants outstanding and exercisable to purchase					7,936,391		7,936,391
Amendment [Member]
Stockholders' Equity (Textual)
Authorized to issue and sale, shares				80,000,000
Common stock, authorized				75,000,000
Common stock, par value				$ 0.001
Preferred stock, authorized				5,000,000
Preferred stock, par value				$ 0.001
IPO and Private Placement [Member]
Stockholders' Equity (Textual)
Warrants issued to purchase of common stock				6,975,000
Number of shares sold				13,950,000
Proceeds from sale of shares				$ 13,950,000
Warrants outstanding, description				Each whole warrant is exercisable to acquire one share of the Company's common stock at a price of $2.00 per share at any time up to January 6, 2017, subject to the Company's right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days.
Proceeds from issuance, net				$ 12,953,484
IPO [Member]
Stockholders' Equity (Textual)
Price per sale of unit				$ 1
Number of units sold				11,250,000
Proceeds from sale of units				$ 11,250,000
Number of options granted to agents							786,696
IPO [Member] | Stock Options [Member]
Stockholders' Equity (Textual)
Number of options granted									127,532
Weighted average exercise price									$ 0.26
Weighted average fair value									$ 0.87
Share-based expense							$ 53,037
IPO [Member] | Compensation Options [Member]
Stockholders' Equity (Textual)
Number of options granted to agents							731,148
Private Placement [Member]
Stockholders' Equity (Textual)
Price per sale of unit				$ 1
Number of units sold				2,700,000
Proceeds from sale of units				$ 2,700,000
Series B Preferred Stock [Member]
Stockholders' Equity (Textual)
Conversion of of Series B Preferred into common stock		5,400,000
[1]	The 1,049,272 options with an exercise price of $1.00 includes 318,124 stock options granted to employees and consultants and 731,148 unit options granted to the agents that took part in the IPO (See "Agent's Compensation Options" below).

Related Party Transactions (Det

Related Party Transactions (Details) - Director [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Related Party Transactions (Textual)
Annual compensation			$ 42,000
Consulting fees	$ 21,000	$ 21,250	$ 63,000	$ 43,417

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - Stock Options [Member]	Nov. 12, 2015$ / sharesshares
Subsequent Events (Textual)
Stock options igranted to employees	95,000
Exercise price | $ / shares	$ 1.17
Vesting period description	These stock options are subject to vesting over four years and have a term of ten years.