Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 21, 2016 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 18,269,788 | ||
Entity Common Stock, Shares Outstanding | 32,337,541 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 4,803,687 | $ 1,194,492 |
Restricted cash | $ 4,055 | |
Investments | $ 5,487,800 | |
Prepaid expenses and other current assets | 88,223 | $ 19,517 |
Total current assets | 10,379,710 | 1,218,064 |
Property and equipment, net | $ 199,575 | 4,631 |
Deferred offering costs | 749,386 | |
Other assets | $ 20,492 | 1,100 |
Total assets | 10,599,777 | 1,973,181 |
Current liabilities: | ||
Accounts payable | 209,730 | 290,073 |
Accrued liabilities | 155,713 | 305,401 |
Accrued payroll and other compensation | 217,250 | 103,294 |
Total current liabilities. | 582,693 | 698,768 |
Note payable, net of debt discount of $255 and $451 as of December 31, 2015 and 2014, respectively | 205,005 | 204,809 |
Total liabilities | $ 787,698 | $ 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 December 31, 2015 and 12,915,343 as of December 31, 2014 | $ 32,321 | $ 12,915 |
Additional paid-in capital | 18,114,295 | 5,507,616 |
Accumulated deficit | (8,334,537) | (4,456,327) |
Total stockholders' equity | 9,812,079 | 1,069,604 |
Total liabilities and stockholders' equity | $ 10,599,777 | $ 1,973,181 |
Series A Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | ||
Convertible Preferred Stock Series B | ||
Stockholders' equity: | ||
Preferred stock | $ 5,400 | |
Total stockholders' equity | $ 5,400 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt discount of note payable | $ 255 | $ 451 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 32,320,891 | 12,915,343 |
Common stock, shares outstanding | 32,320,891 | 12,915,343 |
Series A Preferred Stock | ||
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Convertible Preferred Stock Series B | ||
Preferred stock, shares issued | 0 | 5,400,000 |
Preferred stock, shares outstanding | 0 | 5,400,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | $ 1,966,221 | $ 579,474 |
General and administrative | 1,908,080 | 1,233,141 |
Total operating expenses | 3,874,301 | 1,812,615 |
Operating loss | (3,874,301) | (1,812,615) |
Other income (expense): | ||
Interest income | 4,762 | 593 |
Interest expense | (7,022) | (6,841) |
Other expense | (1,453) | (488) |
Amortization of debt discount | (196) | (333) |
Total other expense | (3,909) | (7,069) |
Net loss | $ (3,878,210) | $ (1,819,684) |
Basic and diluted net loss per share | $ (0.12) | $ (0.14) |
Weighted average common shares outstanding - basic and diluted | 32,044,274 | 12,915,343 |
Changes in Statements of Stockh
Changes in Statements of Stockholders' Equity (Deficiency) - USD ($) | Total | Common Stock | APIC | Accumulated Deficit | Convertible Series B Preferred |
Beginning Balance at Dec. 31, 2013 | $ (29,600) | $ 12,915 | $ 2,594,128 | $ (2,636,643) | |
Beginning Balance, Shares at Dec. 31, 2013 | 12,915,343 | ||||
Stock based compensation | 305,018 | 305,018 | |||
Deferred offering costs | (86,129) | (86,129) | |||
Conversion of convertible notes into Series B Preferred Stock | 210,000 | 209,790 | $ 210 | ||
Conversion of convertible notes into Series B Preferred Stock, Shares | 210,000 | ||||
Issuance of Series B Preferred Stock | 2,489,999 | $ 2,484,809 | $ 5,190 | ||
Issuance of Series B Preferred Stock, Shares | 5,190,000 | ||||
Net loss | (1,819,684) | $ (1,819,684) | |||
Ending Balance at Dec. 31, 2014 | 1,069,604 | $ 12,915 | $ 5,507,616 | $ (4,456,327) | $ 5,400 |
Ending Balance, Shares at Dec. 31, 2014 | 12,915,343 | 5,400,000 | |||
Stock based compensation | $ 396,850 | $ 396,850 | |||
Conversion of Series B Preferred Stock to common stock | $ 5,400 | $ (5,400) | |||
Conversion of Series B Preferred Stock to common stock, Shares | 5,400,000 | (5,400,000) | |||
Proceeds from the initial public offering, net | $ 10,253,484 | $ 11,250 | $ 10,242,234 | ||
Proceeds from the initial public offering, net, Shares | 11,250,000 | ||||
Proceeds from the concurrent offering | 2,700,000 | $ 2,700 | 2,697,300 | ||
Proceeds from the concurrent offering, Shares | 2,700,000 | ||||
Exercise of compensation options | 55,548 | $ 56 | 55,492 | ||
Exercise of compensation options, Shares | 55,548 | ||||
Deferred offering costs - initial public offering | (785,197) | $ (785,197) | |||
Net loss | (3,878,210) | $ (3,878,210) | |||
Ending Balance at Dec. 31, 2015 | $ 9,812,079 | $ 32,321 | $ 18,114,295 | $ (8,334,537) | |
Ending Balance, Shares at Dec. 31, 2015 | 32,320,891 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (3,878,210) | $ (1,819,684) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 30,727 | 2,377 |
Stock-based compensation | 396,850 | 305,018 |
Amortization of debt discount | 196 | 333 |
Changes in operating assets and liabilities: | ||
Restricted cash | 4,055 | 122,140 |
Prepaid expenses and other current assets | (68,706) | (4,393) |
Accounts payable | (80,343) | 235,290 |
Accrued liabilities | (149,688) | 235,766 |
Accrued payroll and other compensation | 113,956 | 84,180 |
Net cash used in operating activities | (3,631,163) | (838,973) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (225,671) | $ (2,399) |
Payment for security deposit | (19,392) | |
Purchases of investments | (12,731,800) | |
Proceeds from redemptions of investments | 7,244,000 | |
Net cash used in investing activities | (5,732,863) | $ (2,399) |
Cash flows from financing activities: | ||
Deferred offering costs | $ (35,811) | (749,386) |
Proceeds from the issuance of preferred stock, net | 2,430,080 | |
Proceeds from convertible notes | $ 210,000 | |
Proceeds from initial public offering, net | $ 10,253,484 | |
Proceeds from exercise of compensation options | 55,548 | |
Proceeds from conversion of private placement puts | 2,700,000 | |
Net cash provided by financing activities | 12,973,221 | $ 1,890,694 |
Net increase in cash and cash equivalents | 3,609,195 | 1,049,322 |
Cash and cash equivalents at beginning of year | 1,194,492 | 145,170 |
Cash and cash equivalents at end of year | $ 4,803,687 | 1,194,492 |
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 | |
Cash paid: | ||
Interest paid | ||
Income taxes paid | $ 1,425 | $ 1,425 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Business Organization and Nature of Operations [Abstract] | |
Business Organization and Nature of Operations | Note 1 - Business Organization and Nature of Operations 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 and has funded its business with the proceeds of an initial public offering and private placements of equity and debt securities. In April 2014, the Company effected a 3.6437695-for-1 stock split of its issued and outstanding shares of common stock. All references in these financial statements to the number of shares, options and other common stock equivalents, price per share and weighted-average number of shares outstanding of common stock have been adjusted to retroactively reflect the effect of the stock split. |
Management's Liquidity Plans
Management's Liquidity Plans | 12 Months Ended |
Dec. 31, 2015 | |
Management's Liquidity Plans [Abstract] | |
Managements Liquidity Plans | Note 2 - Management’s Liquidity Plans As of December 31, 2015, the Company had working capital and stockholders’ equity of $9,797,017 and $9,812,079, respectively. During the year ended December 31, 2015, the Company incurred a net loss of $3,878,210. The Company has not generated any revenues, has incurred net losses since inception and does not expect to generate revenues in the near term. With the cash on hand as of December 31, 2015, the Company believes that it has sufficient capital to meet its operating expenses and working capital needs into the second quarter 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 operations in the near future and there is no assurance that the Company will generate positive operating cash flow or become profitable in the future. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to reduce overhead or scale back its business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation All amounts are presented in U.S. Dollars. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 financial instruments, stock-based compensation 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. However, these balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Investments Investments consist of U.S. Treasury Bills of $3,249,275, which are classified as held-to-maturity, and Certificates of Deposit of $2,238,525. 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. All of the Company’s U.S. Treasury Bills mature within the next twelve months. Unrealized gains and losses are de minimus. As of December 31, 2015, the carrying value of the Company’s U.S. Treasury Bills approximates their fair value. The Company did not hold any such investments at December 31, 2014. Deferred Offering Costs The Company classifies amounts related to a potential future offering not closed as of the balance sheet date as Deferred Offering Costs. During the year ended December 31, 2015, the Company incurred $35,811 of offering related costs. During the year ended December 31, 2014, the Company capitalized costs in the amount of $749,386 as Deferred Offering Costs in the accompanying balance sheet. The related offering closed in January 2015 these costs were recorded as a reduction in additional paid-in capital in the accompanying balance sheets. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company did not have any cash equivalents. The Company includes as part of Restricted Cash any assets which are contractually restricted. Restricted Cash as of December 31, 2014, relates to proceeds received from a grant which was restricted to only certain activities of the Company (see Note 6). Property and Equipment Property and equipment are stated at cost. Depreciation of computer and lab equipment is computed by use of the straight-line method based on the estimated useful lives of the assets, which range from one to five years. Expenditures for maintenance and repairs that do not improve or extend the expected lives of the assets are expensed to operations, while expenditures for major upgrades to existing items are capitalized. Upon retirement or other disposition of these assets, the costs and accumulated depreciation and amortization are removed from the accounts and resulting gains or losses are reflected in the results of operations. 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, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The amount of debt included in the accompanying balance sheets approximates its fair value. 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 and IPO. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that the common stock purchase warrants meet the criteria for equity classification in the balance sheet as of December 31, 2015 and 2014. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2015 and 2014. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the years ended December 31, 2015 and 2014. Research and Development Expenses The Company expenses all research and development expenses as incurred. These costs include payroll, employee benefits, supplies, contracted for lab services, depreciation and other personnel-related costs associated with product development. 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 equal to the higher of (i) the closing price of the Company’s common stock as reported on the OTCQX marketplace or (ii) the closing price of the Company’s common stock as reported by the TSX Venture Exchange as determined by the board of directors, with input from management on the date of grant. 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 Years Ended 2015 2014 Expected life 2 years 6 years Risk free interest rate 0.71% 2.37% Expected volatility 80% 80% Expected dividend yield 0% 0% Forfeiture rate 0% 0% As of December 31, 2015, total unrecognized stock option compensation expense is $969,756, 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: December 31, December 31,* 2015 2014 Options 3,724,083 2,609,811 Warrants 7,936,391 933,617 Series B Preferred Stock - 5,400,000 Totals 11,660,474 8,943,428 * December 31, 2014, excludes the impact of Put agreements, which subscribed Series B shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO (see Note 10). Recent Accounting Pronouncements The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment Property and equipment consist of the following: As of As of December 31, 2015 December 31, 2014 Lab equipment $ 222,724 $ 3,496 Computer and equipment 14,238 7,795 Total property and equipment 236,962 11,291 Less: accumulated depreciation (37,387 ) (6,660 ) Total property and equipment, net $ 199,575 $ 4,631 Depreciation and amortization expense related to property and equipment for the years ended December 31, 2015 and 2014 was $30,727 and $2,377, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 5 – Accrued Expenses Accrued expenses consist of the following: As of As of December 31, 2015 December 31, 2014 Lab services and supplies $ 72,044 $ 64,768 Professional fees 48,265 173,829 Consultant fees 15,495 52,000 Interest 17,826 10,804 Expense reimbursement - 4,000 Other 2,083 - Total accrued expenses $ 155,713 $ 305,401 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable, Other Payables [Member] | |
Debt Instrument [Line Items] | |
NOTE PAYABLE | Note 6 - Note Payable In 2013, the Company was awarded a grant from the Alzheimer’s Drug Discovery Foundation totaling $205,260. The Company executed Promissory Notes (the “Notes”) which governed the terms of the repayment of the grant. The Notes have a term of four years and are due and payable in 2017 unless there is a change of control, as defined. In the event of a change of control, the total principal amount that is outstanding under the Notes, plus all accrued and unpaid interest become immediately due and payable. The Notes include interest rates that are equal to the prime rate that is published two days prior to the issuance date of the Notes and resets on each anniversary of the Notes. Through December 31, 2015, the interest rate on each note was 3.25% per annum. In connection with the grant award, the Company also issued to the Alzheimer’s Drug Discovery Foundation a warrant to purchase 15,596 shares of the Company’s common stock at an exercise price of $0.99. The Company determined the fair value of the warrants issued using the Black-Scholes pricing model with the assumptions discussed in Note 3 and allocated the proceeds based on the relative fair value of the debt instrument and the related warrants. The aggregate deferred debt discount related to the Note was $785. The Company amortized $196 of the debt discount during each of the years ended December 31, 2015 and 2014, respectively, using the effective interest method. The warrant expires on the 10 year anniversary of the grant date. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2015 | |
Note Payable / Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | Note - Convertible Promissory Notes In January 2014, the Company issued Convertible Promissory Notes totaling $210,000 (“January 2014 Notes”). The January 2014 Notes had a maturity date of one year, interest of 0% and included a warrant to purchase an aggregate of 20,946 shares of the Company’s Common Stock at an exercise price of $0.50 per share. The warrants expire the earlier of a liquidation event, upon the effective date of the Company’s initial public offering or in one year. If the January 2014 Notes were not repaid or converted on or prior to the date that is six months after the issuance, the Company was required to issue to the holders of the January 2014 Notes additional warrants equal to the amount of the initial warrants issued. The Company determined the fair value of the warrants issued using the Black-Scholes pricing model, and allocated the proceeds based on the relative fair value of the debt instruments and the related warrants. The aggregate deferred debt discount related to the January 2014 Notes was $137. In April 2014, the January 2014 Notes were converted to shares of the Series B Convertible Preferred Stock (“Series B Preferred Stock”) (see Note 10) and the remaining deferred debt discount was charged to expense. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8 - 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 loss contingencies that are included in the financial statements as of December 31, 2015. Licensing Agreements The Company is a party to an Exclusive License Agreement (the “2011 Exclusive Agreement”) with The Regents of the University of California (“The Regents”) whereby The Regents granted to the Company an exclusive license for the use of certain patents. The 2011 Exclusive Agreement remains in effect for the life of the last-to-expire patent or last to be abandoned patent application, whichever is later. The Company agreed to pay the licensors specified development milestone payments aggregating up to $765,000 for the first product sold under the license. Milestone payments for additional products developed and sold under the license are reduced by 50%. The Company is also required to pay annual maintenance fees to the licensors. Aggregate maintenance fees for the first five years following execution of the agreement are $80,000. Thereafter, the Company is required to pay maintenance fees of $50,000 annually until the first sale of a licensed product. In addition, for the duration of the 2011 Exclusive Agreement, the Company is required to pay the licensors royalties equal to 2% of its worldwide net sales of drugs, therapies or other products developed from claims covered by the licensed patents, subject to a minimum royalty payment of $75,000 annually, beginning after the first commercial sale of a licensed product. The Company is required to pay royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of phase II clinical trials to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of phase I clinical trials). The agreement also requires the Company to meet certain diligence and development milestones, including filing of an Investigational New Drug (“IND”) Application for a product covered by the agreement on or before the seventh anniversary of the agreement date. Through December 31, 2015, no royalties have been incurred under the agreement. Effective August 6, 2013, the Company entered into an Exclusive License Agreement (the “2013 Exclusive Agreement”) with The Regents whereby The Regents granted to the Company an exclusive license for the use of certain other patents. The 2013 Exclusive Agreement remains in effect for the life of the last-to-expire patent or last to be abandoned patent application, whichever is later. The Company paid Regents an initial license issue fee of $10,000 for these other patents, which was charged to General and Administrative expense, as incurred. The Company is also required to pay annual maintenance fees to the licensors. Aggregate maintenance fees for the first three years following execution of the agreement are $7,500. Thereafter, the Company is required to pay maintenance fees of $5,000 annually until the first sale of a licensed product. The Company agreed to pay The Regents specified development milestone payments aggregating up to $765,000 for the first product sold under the 2013 Exclusive Agreement. Milestone payments for additional products developed and sold under the 2013 Exclusive Agreement are reduced by 50%. In addition, for the duration of the 2013 Exclusive Agreement, the Company is required to pay The Regents royalties equal to 2% of the Company’s worldwide net sales of drugs, therapies or other products developed from claims covered by the licensed patent, subject to a minimum royalty payment of $75,000 annually, beginning after the first commercial sale of a licensed product. The Company is required to pay The Regents royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of phase II clinical trials to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of phase I clinical trials). The agreement also requires the Company to meet certain diligence and development milestones, including filing of an IND Application for a product covered by the agreement on or before the seventh anniversary of the agreement date. Through December 31, 2015, no royalties have been incurred under the agreement. All maintenance fees due and payable as of that date have been paid. Operating Lease In February 2015, the Company entered into a lease agreement for a new and expanded laboratory facility. The laboratory space is leased on a month-to month basis and is part of a shared facility in Menlo Park, California. The Company also terminated a previous month-to-month lease for the laboratory space in Pasadena, California effective March 31, 2015. Rent expense amounted to $107,385 and $21,600 for the years ended December 31, 2015 and 2014, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9- Income Taxes The tax effects of temporary differences that give rise to deferred tax assets are as follows: For the Years Ended 2015 2014 Current: Accrued expenses $ 31,156 $ 38,900 Non-current: Stock compensation 132,645 90,794 Net operating loss carryforward 2,989,634 1,596,600 Research and development credit carryforward 100,480 20,890 Total deferred tax asset 3,253,915 1,747,184 Valuation allowance (3,253,915 ) (1,747,184 ) Deferred tax asset, net of valuation allowance $ - $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the Years Ended 2015 2014 U.S. statutory federal rate (34.0 )% (34.0 )% State income taxes, net of federal tax benefit (5.4 )% (5.6 )% Permanent differences 2.6 % 1.5 % Prior year true-ups - % (0.1 )% R&D tax credit (2.1 )% (0.6 )% Change in valuation allowance 38.9 % 38.8 % Income tax provision (benefit) - % - % The income tax provision consists of the following: For the Years Ended 2015 2014 Federal Current $ - $ - Deferred (1,190,022 ) (550,708 ) State and local Current - - Deferred (316,709 ) (154,199 ) Change in valuation allowance 1,506,731 704,907 Income tax provision (benefit) $ - $ - The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not more likely than not, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more-likely-than-not that future benefits of deferred tax assets will not be realized. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions, principally California and New Jersey. The Company is subject to examination by the various taxing authorities. The Company’s federal and state income tax returns for tax years beginning in 2011 remain subject to examination. At December 31, 2015 and 2014, the Company had $7,672,674 and $4,175,611, respectively, of federal and state net operating loss carryovers that may be available to offset future taxable income. The net operating loss carry forwards, if not utilized, will expire from 2032 to 2035 for federal and state purposes. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carryforward could be limited in the event of a change in ownership. At this time, the Company has not completed a full study to assess whether an ownership change under Section 382 of the Code occurred due to the costs and complexities associated with such a study. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 10 - 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 $996,516 in offering expenses, the Company received net proceeds of $12,953,484. The Company also incurred internal offering costs of $785,197 which is classified as a reduction to additional paid-in capital in the accompanying balance sheets. 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 December 31, 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. Preferred Stock During the year ended December 31, 2014, the Company issued 5,400,000 shares of convertible Series B Preferred Stock in the amount of $2,700,000, net of issuance costs of $86,129, of which $59,920 were incurred during the year ended December 31, 2014. 420,000 of these Series B Preferred shares were issued upon the conversion of convertible promissory notes issued by the Company in January 2014, in the aggregate principal amount of $210,000 (see Note 7). Each share of Series B Preferred Stock is convertible, at the option of the holder, into Common Stock by dividing the Series B original issue price by the Series B conversion price in effect at the time of the conversion. The conversion rate of the Series B Preferred Stock into Common Stock at December 31, 2014, was 1:1. In the event the Company issues additional common stock at any time after the original Series B Preferred Stock issue date, then the Series B conversion price will be adjusted concurrently with such issue. Since the host contract (Series B Preferred Stock) is considered an equity instrument, the embedded conversion option was considered to be closely related to the host and was not bifurcated from the host contract. The Series B Preferred Stock has a par value of $0.001 and was issued at $0.50 per share. The purchasers of Series B Preferred Stock entered into put agreements requiring the purchasers, at the Company’s option, to purchase from the Company securities of the same type as those sold to investors in any future public offering of the Company’s securities, at the same price as the securities sold in the initial public offering, for an aggregate purchase price of up to $2,700,000. The put agreements expire upon the first occurrence of a change in control or in three years. The Company can exercise its rights under the put agreements beginning on the date the Company first submits an IPO Registration Statement for review by the Securities and Exchange Commission and ending the earlier of the day that is 21 days prior to the effective date of the IPO Registration or the expiration date of the put agreements. On October 17, 2014, the Company exercised its rights under the aforementioned put agreements requiring the purchasers of Series B Preferred Stock to purchase 2,700,000 shares of common stock at the proposed public offering price of $1.00 per share. 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 Equity Incentive Plan (the “2011 Plan”). The Company has granted stock options to employees, non-employee directors and consultants from the 2011 Plan through the year ended December 31, 2015. 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 December 31, 2015, 3,460,134 shares of the Company’s common stock were available for future issuance under the 2011 Plan. In November 2014, the Company increased the aggregate number of shares of its common stock that may be issued pursuant to stock awards under the 2011 Equity Incentive Plan (the “2011 Plan”). The maximum number of shares of common stock for the issuance of stock options and restricted stock to its employees, officers, directors and consultants is 2,616,041, an increase of 365,000 shares. In January 2015, the Company amended and restated 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. During the year ended December 31, 2015, the Company issued 388,124 stock options to employees and consultants with exercise prices of $1.00 and $1.17 and fair values that ranged between $0.69 and $0.81 per share. The stock options granted in 2015 are subject to vesting over four years and have a term of ten years. During the year ended December 31, 2014, the Company issued 2,536,935 stock options to employees and consultants with an exercise price of $0.26 and $0.73 and fair values of $0.18 and $0.52 per share, respectively. The stock options granted in 2014 are subject to vesting over two to four years and have a term of ten years. 127,532 stock options granted during the year ended December 31, 2014, contained performance conditions which included (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. Since the stock options contained performance conditions that were not met as of December 31, 2014, their fair value was recorded in the year ended December 31, 2015. The Company recorded $396,850 and $305,018 of stock based compensation in the years ended December 31, 2015 and 2014, respectively. The compensation expense associated with stock-based awards granted to individuals is recorded by the Company in the same expense classifications as cash compensation paid. During the years ended December 31, 2015 and 2014, the Company cancelled 5,000 and 91,095 options, respectively, due to the termination of employees. The cancelled options were added back to the available pool for future issuance. The following table represents stock option activity for the years ended December 31, 2015 and 2014: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2013 163,971 83,123 $ 0.05 $ 0.05 $ 0.05 8.26 $ - Granted 2,536,935 - 0.52 - - - - Exercised - - - - - - - Cancelled (91,095 ) - - - - - - Balance – December 31, 2014 2,609,811 459,437 $ 0.38 $ 0.17 $ 0.17 9.57 $ - Granted 1,174,820 786,696 1.01 1.00 0.38 3.48 - Exercised (55,548 ) (55,548 ) - - - - - Cancelled (5,000 ) - - - - - - Balance – December 31, 2015 3,724,083 1,963,948 $ 0.67 $ 0.34 $ 0.34 7.09 $ 1,688,025 The granted balance for 2015 in the table above includes 786,696 options granted to the agents that took part in the IPO (see “Agent’s Compensation Options” below). All other options were granted to employees and consultants under the 2011 Plan. The following table summarizes information on stock options outstanding and exercisable as of December 31, 2015: Weighted Weighted Weighted Exercise Number Average Remaining Average Number Average Price Outstanding Contractual Term Exercise Price Exercisable Exercise Price $ 0.05 72,876 6.26 years $ 0.05 71,357 $ 0.05 $ 0.26 1,061,248 8.28 years $ 0.26 761,778 $ 0.26 $ 0.73 1,475,687 8.87 years $ 0.73 399,665 $ 0.73 $ 1.00 1,044,272 3.23 years $ 1.00 731,148 $ 1.00 $ 1.17 70,000 9.87 years $ 1.17 - $ 1.17 Totals 3,724,083 1,963,948 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 balance sheets. The Compensation Options are not part of the Company’s 2011 Plan. During the year ended December 31, 2015, a total of 55,548 Compensation Options were exercised for cash proceeds of $55,548. Warrants During the year ended December 31, 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 55,548 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. In April 2014, the Company issued 797,075 warrants to its chief executive officer. The warrants have an exercise price of $0.26 and a fair value of $0.21 per warrant. The warrants expire on the earlier of a liquidation event, as defined in the agreement, or in ten years. In July 2014, the Company issued 100,000 warrants to consultants. The warrants have an exercise price of $0.26 and a fair value of $0.24 per warrant. The warrants expire on the earlier of a liquidation event, as defined, or in five years. The following table represents warrant activity for the years ended December 31, 2015 and 2014: Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2013 15,596 15,596 $ 0.99 $ 0.99 $ 0.05 - $ - Granted 918,021 918,021 0.27 - - - - Exercised - - - - - - - Cancelled - - - - - - - Balance – December 31, 2014 933,617 933,617 $ 0.28 $ 0.28 $ 0.21 8.64 $ - Granted 7,002,774 7,002,774 2.00 2.00 0.43 1.52 - Exercised - - - - - - - Cancelled - - - - - - - Balance – December 31, 2015 7,936,391 7,936,391 $ 1.80 $ 1.80 $ 0.41 1.80 $ 786,499 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 - Related Party Transactions Two of the Company’s Directors provide consulting, scientific and research and advisory 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 each of the years ended December 31, 2015 and 2014, $42,000 was paid to each director by the Company for consulting fees. As of December 31, 2015 and 2014, no amounts were owed to either Director. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 - 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 Company’s financial statements. In January 2016, an employee exercised 10,000 stock options to purchase shares of common stock for cash proceeds of $2,600. In January 2016, the Company granted a warrant to purchase 125,000 shares of the Company’s common stock to an investor relations firm as partial compensation for consulting services it will provide to the Company. The warrant has an exercise price of $1.15 per share, and is subject to a two-year vesting period conditioned on such firm’s continuous provision of consulting services to the Company over a two-year period. The warrant has a term of three years. During January 2016 and February 2016, the Company granted options to purchase 10,000 and 190,000 shares to certain employees with exercise prices of $1.10 and $1.22, respectively. These stock options are subject to vesting over four years conditioned on the employee’s continuous service to the Company over the four year period. The options have a term of ten years. During February and March 2016, a total of 6,650 Compensation Options were exercised for cash proceeds of $6,650. During March 2016, the Company entered into an employment agreement with a new Chief Executive Officer (“CEO”). The CEO was granted options to purchase 1,456,000 shares of the Company’s common stock at an exercise price of $1.55 per share. 1,132,000 shares subject to the option award will become vested and exercisable in periodic installments based on the CEO’s continued employment with the Company over a four year term. 324,000 shares subject to the option award vest based both on the CEO’s continued service through the relevant vesting dates during the four year vesting term and the achievement of performance criteria established in connection with the option award |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation All amounts are presented in U.S. Dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 financial instruments, stock-based compensation 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. However, these balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. |
Investments | Investments Investments consist of U.S. Treasury Bills of $3,249,275, which are classified as held-to-maturity, and Certificates of Deposit of $2,238,525. 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. All of the Company’s U.S. Treasury Bills mature within the next twelve months. Unrealized gains and losses are de minimus. As of December 31, 2015, the carrying value of the Company’s U.S. Treasury Bills approximates their fair value. The Company did not hold any such investments at December 31, 2014. |
Deferred Offering Costs | Deferred Offering Costs The Company classifies amounts related to a potential future offering not closed as of the balance sheet date as Deferred Offering Costs. During the year ended December 31, 2015, the Company incurred $35,811 of offering related costs. During the year ended December 31, 2014, the Company capitalized costs in the amount of $749,386 as Deferred Offering Costs in the accompanying balance sheet. The related offering closed in January 2015 these costs were recorded as a reduction in additional paid-in capital in the accompanying balance sheets. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company did not have any cash equivalents. The Company includes as part of Restricted Cash any assets which are contractually restricted. Restricted Cash as of December 31, 2014, relates to proceeds received from a grant which was restricted to only certain activities of the Company (see Note 6). |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation of computer and lab equipment is computed by use of the straight-line method based on the estimated useful lives of the assets, which range from one to five years. Expenditures for maintenance and repairs that do not improve or extend the expected lives of the assets are expensed to operations, while expenditures for major upgrades to existing items are capitalized. Upon retirement or other disposition of these assets, the costs and accumulated depreciation and amortization are removed from the accounts and resulting gains or losses are reflected in the results of operations. |
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, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The amount of debt included in the accompanying balance sheets approximates its fair value. |
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 and IPO. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that the common stock purchase warrants meet the criteria for equity classification in the balance sheet as of December 31, 2015 and 2014. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2015 and 2014. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the years ended December 31, 2015 and 2014. |
Research and Development Expenses | Research and Development Expenses The Company expenses all research and development expenses as incurred. These costs include payroll, employee benefits, supplies, contracted for lab services, depreciation and other personnel-related costs associated with product development. |
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 equal to the higher of (i) the closing price of the Company’s common stock as reported on the OTCQX marketplace or (ii) the closing price of the Company’s common stock as reported by the TSX Venture Exchange as determined by the board of directors, with input from management on the date of grant. 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 Years Ended 2015 2014 Expected life 2 years 6 years Risk free interest rate 0.71% 2.37% Expected volatility 80% 80% Expected dividend yield 0% 0% Forfeiture rate 0% 0% |
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: December 31, December 31,* 2015 2014 Options 3,724,083 2,609,811 Warrants 7,936,391 933,617 Series B Preferred Stock - 5,400,000 Totals 11,660,474 8,943,428 * December 31, 2014, excludes the impact of Put agreements, which subscribed Series B shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO (see Note 10). |
Recent Accounting Pronouncements | The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Years Ended 2015 2014 Expected life 2 years 6 years Risk free interest rate 0.71% 2.37% Expected volatility 80% 80% Expected dividend yield 0% 0% Forfeiture rate 0% 0% |
Schedule of antidilutive securities excluded from computation of earnings per share | December 31, December 31,* 2015 2014 Options 3,724,083 2,609,811 Warrants 7,936,391 933,617 Series B Preferred Stock - 5,400,000 Totals 11,660,474 8,943,428 * December 31, 2014, excludes the impact of Put agreements, which subscribed Series B shareholders of the Company to purchase additional shares and warrants contingent upon, and concurrently with, completion of the IPO (see Note 10). |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | As of As of December 31, 2015 December 31, 2014 Lab equipment $ 222,724 $ 3,496 Computer and equipment 14,238 7,795 Total property and equipment 236,962 11,291 Less: accumulated depreciation (37,387 ) (6,660 ) Total property and equipment, net $ 199,575 $ 4,631 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | As of As of December 31, 2015 December 31, 2014 Lab services and supplies $ 72,044 $ 64,768 Professional fees 48,265 173,829 Consultant fees 15,495 52,000 Interest 17,826 10,804 Expense reimbursement - 4,000 Other 2,083 - Total accrued expenses $ 155,713 $ 305,401 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets | For the Years Ended 2015 2014 Current: Accrued expenses $ 31,156 $ 38,900 Non-current: Stock compensation 132,645 90,794 Net operating loss carryforward 2,989,634 1,596,600 Research and development credit carryforward 100,480 20,890 Total deferred tax asset 3,253,915 1,747,184 Valuation allowance (3,253,915 ) (1,747,184 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of statutory federal income tax rate | For the Years Ended 2015 2014 U.S. statutory federal rate (34.0 )% (34.0 )% State income taxes, net of federal tax benefit (5.4 )% (5.6 )% Permanent differences 2.6 % 1.5 % Prior year true-ups - % (0.1 )% R&D tax credit (2.1 )% (0.6 )% Change in valuation allowance 38.9 % 38.8 % Income tax provision (benefit) - % - % |
Schedule of income tax provision | For the Years Ended 2015 2014 Federal Current $ - $ - Deferred (1,190,022 ) (550,708 ) State and local Current - - Deferred (316,709 ) (154,199 ) Change in valuation allowance 1,506,731 704,907 Income tax provision (benefit) $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Schedule of stock option activity | Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2013 163,971 83,123 $ 0.05 $ 0.05 $ 0.05 8.26 $ - Granted 2,536,935 - 0.52 - - - - Exercised - - - - - - - Cancelled (91,095 ) - - - - - - Balance – December 31, 2014 2,609,811 459,437 $ 0.38 $ 0.17 $ 0.17 9.57 $ - Granted 1,174,820 786,696 1.01 1.00 0.38 3.48 - Exercised (55,548 ) (55,548 ) - - - - - Cancelled (5,000 ) - - - - - - Balance – December 31, 2015 3,724,083 1,963,948 $ 0.67 $ 0.34 $ 0.34 7.09 $ 1,688,025 |
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 6.26 years $ 0.05 71,357 $ 0.05 $ 0.26 1,061,248 8.28 years $ 0.26 761,778 $ 0.26 $ 0.73 1,475,687 8.87 years $ 0.73 399,665 $ 0.73 $ 1.00 1,044,272 3.23 years $ 1.00 731,148 $ 1.00 $ 1.17 70,000 9.87 years $ 1.17 - $ 1.17 Totals 3,724,083 1,963,948 |
Schedule of warrant activity | Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2013 15,596 15,596 $ 0.99 $ 0.99 $ 0.05 - $ - Granted 918,021 918,021 0.27 - - - - Exercised - - - - - - - Cancelled - - - - - - - Balance – December 31, 2014 933,617 933,617 $ 0.28 $ 0.28 $ 0.21 8.64 $ - Granted 7,002,774 7,002,774 2.00 2.00 0.43 1.52 - Exercised - - - - - - - Cancelled - - - - - - - Balance – December 31, 2015 7,936,391 7,936,391 $ 1.80 $ 1.80 $ 0.41 1.80 $ 786,499 |
Business Organization and Nat25
Business Organization and Nature of Operations (Details) | 1 Months Ended |
Apr. 30, 2014 | |
Business Organization and Nature of Operations (Textual) | |
Reverse stock split | 3.6437695-for-1 stock split |
Management's Liquidity Plans (D
Management's Liquidity Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Management's Liquidity Plans (Textual) | |||
Working capital | $ 9,797,017 | ||
Stockholders' equity | 9,812,079 | $ 1,069,604 | $ (29,600) |
Net loss | $ (3,878,210) | $ (1,819,684) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of weighted-average Black-Scholes assumptions | ||
Expected life | 2 years | 6 years |
Risk free interest rate | 0.71% | 2.37% |
Expected volatility | 80.00% | 80.00% |
Expected dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 11,660,474 | 8,943,428 |
Series B Preferred Stock [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 5,400,000 | |
Warrants [Member] | ||
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 [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 3,724,083 | 2,609,811 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Summary of Significant Accounting Policies (Textual) | |
Additional offering related costs | $ 35,811 |
Deferred offering costs reclassified to additional paid-in-capital | 749,386 |
Unrecognized stock option compensation expense | $ 969,756 |
Recognized options vest over period | 4 years |
Fair value of treasury bills | $ 3,249,275 |
Certificates of Deposit | $ 2,238,525 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 236,962 | $ 11,291 |
Less: accumulated depreciation | (37,387) | (6,660) |
Total property and equipment, net | 199,575 | 4,631 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 222,724 | 3,496 |
Computer and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 14,238 | $ 7,795 |
Property and Equipment (Detai31
Property and Equipment (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant and Equipment (Textual) | ||
Depreciation and amortization expense | $ 30,727 | $ 2,377 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of accrued expenses | ||
Lab services and supplies | $ 72,044 | $ 64,768 |
Professional fees | 48,265 | 173,829 |
Consultant fees | 15,495 | 52,000 |
Interest | $ 17,826 | 10,804 |
Expense reimbursement | $ 4,000 | |
Other | $ 2,083 | |
Total accrued expenses | $ 155,713 | $ 305,401 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note Payable (Textual) | |||
Debt Instrument, Description | The Notes have a term of four years and are due and payable in 2017 unless there is a change of control, as defined. | ||
Grant total | $ 205,260 | ||
Alzheimers Drug Discovery Foundation [Member] | |||
Note Payable (Textual) | |||
Promissory Notes interest rates | 3.25% | ||
Purchase warrant | 15,596 | ||
Warrant exercise price per share | $ 0.99 | ||
Amortization of debt discount | $ (196) | $ (196) |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | |||
Proceeds from convertible notes | $ 210,000 | ||
Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from convertible notes | $ 210,000 | ||
Promissory Notes interest rates | 0.00% | ||
Purchase warrant | 20,946 | ||
Warrant exercise price per share | $ 0.50 | ||
Amount of debt discount | $ 137 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 06, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 |
Commitments and contingencies (Textual) | ||||
Rent expense | $ 107,385 | $ 21,600 | ||
2013 Exclusive Agreement [Member] | ||||
Commitments and contingencies (Textual) | ||||
Milestone payment | $ 765,000 | $ 765,000 | ||
License reduced percentage | 50.00% | 50.00% | ||
Aggregate maintenance fees for first five years | $ 80,000 | |||
Aggregate maintenance fees for first three years | $ 7,500 | |||
Maintenance fees annually after first five years | $ 5,000 | $ 50,000 | ||
Royalty Percentage | 2.00% | 2.00% | ||
Minimum royalty expense | $ 75,000 | $ 75,000 | ||
Royalty description | The Company is required to pay The Regents royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of phase II clinical trials to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of phase I clinical trials). | The Company is required to pay The Regents royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of phase II clinical trials to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of phase I clinical trials). | ||
License Costs | $ 10,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current | ||
Accrued expenses | $ 31,156 | $ 38,900 |
Non-current: | ||
Stock compensation | 132,645 | 90,794 |
Net operating loss carryforward | 2,989,634 | 1,596,600 |
Research and development credit carryforward | 100,480 | 20,890 |
Total deferred tax asset | 3,253,915 | 1,747,184 |
Valuation allowance | $ (3,253,915) | $ (1,747,184) |
Deferred tax asset, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
U.S. statutory federal rate | (34.00%) | (34.00%) |
State income taxes, net of federal tax benefit | (5.40%) | (5.60%) |
Permanent differences | 2.60% | 1.50% |
Prior year true-ups | (0.10%) | |
R&D tax credit | (2.10%) | (0.60%) |
Change in valuation allowance | 38.90% | 38.80% |
Income tax provision (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal | ||
Current | ||
Deferred | $ (1,190,022) | $ (550,708) |
State and local | ||
Current | ||
Deferred | $ (316,709) | $ (154,199) |
Change in valuation allowance | $ 1,506,731 | $ 704,907 |
Income tax provision (benefit) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
Net operating loss carryovers | $ 7,672,674 | $ 4,175,611 |
Operating loss carry forwards expiration | Expire from 2032 to 2035 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant [Member] | ||
Stock Options/Warrants Outstanding | ||
Balance | 933,617 | 15,596 |
Granted | 7,002,774 | 918,021 |
Exercised | ||
Cancelled | ||
Balance | 7,936,391 | 933,617 |
Stock Options/Warrants Exercisable | ||
Balance | 933,617 | 15,596 |
Granted | 7,002,774 | 918,021 |
Exercised | ||
Cancelled | ||
Balance | 7,936,391 | 933,617 |
Weighted Average Exercise Price Outstanding | ||
Balance | $ 0.28 | $ 0.99 |
Granted | $ 2 | $ 0.27 |
Exercised | ||
Cancelled | ||
Balance | $ 1.80 | $ 0.28 |
Weighted Average Exercise Price Exercisable | ||
Balance | 0.28 | $ 0.99 |
Granted | $ 2 | |
Exercised | ||
Cancelled | ||
Balance | $ 1.80 | $ 0.28 |
Weighted Average Fair Value Vested | ||
Balance | 0.21 | $ 0.05 |
Granted | $ 0.43 | |
Exercised | ||
Cancelled | ||
Balance | $ 0.41 | $ 0.21 |
Weighted Average Contractual Life (Years) | ||
Balance | 8 years 7 months 21 days | |
Granted | 1 year 6 months 7 days | |
Balance | 1 year 9 months 18 days | 8 years 7 months 21 days |
Aggregate Intrinsic Value | ||
Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Balance | $ 786,499 | |
Stock Options [Member] | ||
Stock Options/Warrants Outstanding | ||
Balance | 2,609,811 | 163,971 |
Granted | 1,174,820 | 2,536,935 |
Exercised | (55,548) | |
Cancelled | (5,000) | (91,095) |
Balance | 3,724,083 | 2,609,811 |
Stock Options/Warrants Exercisable | ||
Balance | 453,437 | 83,123 |
Granted | 786,696 | |
Exercised | (55,548) | |
Cancelled | ||
Balance | 1,963,948 | 453,437 |
Weighted Average Exercise Price Outstanding | ||
Balance | $ 0.38 | $ 0.05 |
Granted | $ 1.01 | $ 0.52 |
Exercised | ||
Cancelled | ||
Balance | $ 0.67 | $ 0.38 |
Weighted Average Exercise Price Exercisable | ||
Balance | 0.17 | $ 0.05 |
Granted | $ 1 | |
Exercised | ||
Cancelled | ||
Balance | $ 0.34 | $ 0.17 |
Weighted Average Fair Value Vested | ||
Balance | 0.17 | $ 0.05 |
Granted | $ 0.38 | |
Exercised | ||
Cancelled | ||
Balance | $ 0.34 | $ 0.17 |
Weighted Average Contractual Life (Years) | ||
Granted | 9 years 6 months 26 days | 8 years 3 months 4 days |
Exercised | 3 years 5 months 23 days | |
Balance | 7 years 1 month 2 days | 9 years 6 months 26 days |
Aggregate Intrinsic Value | ||
Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Balance | $ 1,688,025 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 3,724,083 |
Stock Options Number Exercisable | 1,963,948 |
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 3 months 4 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.05 |
Stock Options Number Exercisable | 71,357 |
Stock Options 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 3 months 11 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.26 |
Stock Options Number Exercisable | 761,778 |
Stock Options 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 | 8 years 10 months 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.73 |
Stock Options Number Exercisable | 399,665 |
Stock Options 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 | 1,044,272 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 3 years 2 months 23 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1 |
Stock Options Number Exercisable | 731,148 |
Stock Options Weighted Average Exercise Price | $ / shares | $ 1 |
Exercise Price 1.17 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 70,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 9 years 10 months 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.17 |
Stock Options Number Exercisable | |
Stock Options Weighted Average Exercise Price | $ / shares | $ 1.17 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jan. 06, 2015 | Jan. 31, 2015 | Oct. 17, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2015 | Nov. 30, 2014 | Dec. 31, 2013 |
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 | |||||||||
Offering expenses | 996,516 | |||||||||
Incurred internal offering costs | $ 785,197 | |||||||||
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 | |||||||||
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 | |||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Conversion of of Series B Preferred into common stock | 5,400,000 | 5,400,000 | ||||||||
Stock-based compensation | $ 396,850 | $ 305,018 | ||||||||
Stock options | 3,724,083 | |||||||||
Proceeds from exercise of Agent options | $ 55,548 | |||||||||
Recognized options vest over period | 4 years | |||||||||
Net of issuance costs | $ 59,920 | |||||||||
Increase in number of shares after the issuance of options to employees and consultants | 365,000 | |||||||||
Consultants [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Class of warrant or right issued | 100,000 | |||||||||
Exercise Price 1.00 [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Option granted exercise price | $ 1 | |||||||||
Stock options | 1,044,272 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Class of warrant or right issued | 797,075 | |||||||||
Class of warrant or right expiration term | 10 years | |||||||||
Fair value of warrant price per share | $ 0.21 | |||||||||
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 | 3,460,134 | ||||||||
Stock Options [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Number of options granted/warrant | 1,174,820 | 2,536,935 | ||||||||
Weighted average exercise price | $ 1.01 | $ 0.52 | ||||||||
Weighted average fair value | $ 0.38 | |||||||||
Agent options exercised | (55,548) | |||||||||
Warrant/Option issued to employees and consultants exercisable, shares | 1,963,948 | 453,437 | 83,123 | |||||||
Weighted average exercisable price | $ 0.34 | $ 0.17 | $ 0.05 | |||||||
Weighted average remaining contractual term | 7 years 1 month 2 days | 9 years 6 months 26 days | ||||||||
Number of options cancelled | 5,000 | 91,095 | ||||||||
Vesting period description | Vesting over two to four years and have a term of ten years. | |||||||||
Stock Options [Member] | Consultants [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Weighted average fair value | $ 0.52 | |||||||||
Weighted average exercisable price | 0.73 | |||||||||
Stock Options [Member] | Employees [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Weighted average fair value | 0.18 | |||||||||
Weighted average exercisable price | $ 0.26 | |||||||||
Stock Options [Member] | Maximum [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Weighted average fair value | $ 0.81 | |||||||||
Warrant weighted average exercise price | 1.17 | |||||||||
Vesting period | 10 years | |||||||||
Stock Options [Member] | Minimum [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Weighted average fair value | 0.69 | |||||||||
Warrant weighted average exercise price | $ 1 | |||||||||
Vesting period | 4 years | |||||||||
Stock Options [Member] | Employees and Consultants [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrant/Option issued to employees and consultants exercisable, shares | 318,124 | 2,616,041 | ||||||||
Weighted average exercisable price | $ 1 | |||||||||
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 | 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. | |||||||||
Warrant exercise price per share | $ 2 | |||||||||
Common Stock [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Number of shares issued | ||||||||||
Agent options exercised | 55,548 | |||||||||
Warrant [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrants issued to purchase of common stock | 7,002,774 | |||||||||
Number of options granted/warrant | 7,002,774 | 918,021 | ||||||||
Weighted average exercise price | $ 2 | $ 0.27 | ||||||||
Weighted average fair value | $ 0.43 | |||||||||
Agent options exercised | ||||||||||
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 exercise price per share | $ 0.26 | |||||||||
Warrants outstanding and exercisable to purchase | 7,936,391 | |||||||||
Warrant/Option issued to employees and consultants exercisable, shares | 7,936,391 | 933,617 | 15,596 | |||||||
Weighted average exercisable price | $ 1.80 | $ 0.28 | $ 0.99 | |||||||
Weighted average remaining contractual term | 1 year 9 months 18 days | 8 years 7 months 21 days | ||||||||
Class of warrant or right expiration term | 5 years | |||||||||
Fair value of warrant price per share | $ 0.24 | |||||||||
Number of options cancelled | ||||||||||
Warrant [Member] | Chief Executive Officer [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrant exercise price per share | $ 0.26 | |||||||||
Amendment [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Authorized to issue and sale, shares | 80,000,000 | |||||||||
Common stock, shares authorized | 75,000,000 | |||||||||
Common stock, par value | $ 0.001 | |||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrants issued to purchase of common stock | 1 | |||||||||
Number of shares issued | 2,700,000 | 5,190,000 | ||||||||
Conversion of of Series B Preferred into common stock | 5,400,000 | 420,000 | ||||||||
Agent options exercised | ||||||||||
Proceeds from issuance, net | $ 210,000 | |||||||||
Net of issuance costs | $ 86,129 | |||||||||
Conversion rate description | The conversion rate of the Series B Preferred Stock into Common Stock at December 31, 2014, was 1:1. |
Related Party Transactions (Det
Related Party Transactions (Details) - Director [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions (Textual) | ||
Annual compensation | $ 42,000 | |
Consulting fees | $ 42,000 | $ 42,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | 2 Months Ended | ||
Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Mar. 31, 2016 | |
Subsequent Events (Textual) | ||||
Stock options exercised to purchase shares of common stock | 10,000 | |||
Cash proceeds | $ 2,600 | |||
Warrant issued to purchase common stock | $ 125,000 | |||
Warrants exercise price | $ 1.15 | |||
Warrants vesting period | 2 years | |||
Term of warrants | 3 years | |||
Stock options granted to employees | 190,000 | 10,000 | ||
Exercise price | $ 1.22 | $ 1.10 | ||
Vesting period description | These stock options are subject to vesting over four years conditioned on the employee's continuous service to the Company over the four year period. The options have a term of ten years. | These stock options are subject to vesting over four years conditioned on the employee's continuous service to the Company over the four year period. The options have a term of ten years. | ||
Options term periods | 10 years | 10 years | ||
Proceeds from exercise of unit options | $ 6,650 | |||
Compensation options exercised, shares | 6,650 | |||
Options to be vested based on continuous service | 32,400 | |||
Chief Executive Officer [Member] | ||||
Subsequent Events (Textual) | ||||
Stock options granted to employees | 1,456,000 | |||
Exercise price | $ 1.55 | |||
Options term periods | 10 years | |||
Options to be vested based on continuous service | 1,132,000 | |||
Options to be vested based on continuous service, description | 1,132,000 shares subject to the option award will become vested and exercisable in periodic installments based on the CEO's continued employment with the Company over a four year term. |