Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CohBar, Inc. | |
Entity Central Index Key | 1,522,602 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 33,765,264 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 6,012,237 | $ 4,803,687 |
Investments | 2,077,005 | 5,487,800 |
Prepaid expenses and other current assets | 82,256 | 88,223 |
Total current assets | 8,171,498 | 10,379,710 |
Property and equipment, net | 225,313 | 199,575 |
Other assets | 27,093 | 20,492 |
Total assets | 8,423,904 | 10,599,777 |
Current liabilities: | ||
Accounts payable | 424,064 | 209,730 |
Accrued liabilities | 143,944 | 155,713 |
Accrued payroll and other compensation | 237,667 | 217,250 |
Note payable, net of debt discount | 205,152 | |
Total current liabilities | 1,010,827 | 582,693 |
Note payable, net of debt discount | 205,005 | |
Total liabilities | 1,010,827 | 787,698 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 33,432,514 shares as of September 30, 2016 and 32,320,891 as of December 31, 2015 | 33,433 | 32,321 |
Additional paid-in capital | 20,112,032 | 18,114,295 |
Accumulated deficit | (12,732,388) | (8,334,537) |
Total stockholders' equity | 7,413,077 | 9,812,079 |
Total liabilities and stockholders' equity | $ 8,423,904 | $ 10,599,777 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 33,432,514 | 32,320,891 |
Common stock, outstanding | 33,432,514 | 32,320,891 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses: | ||||
Research and development | 1,056,429 | 547,029 | 2,646,125 | 1,257,075 |
General and administrative | 598,507 | 531,841 | 1,753,008 | 1,467,759 |
Total operating expenses | 1,654,936 | 1,078,870 | 4,399,133 | 2,724,834 |
Operating loss | (1,654,936) | (1,078,870) | (4,399,133) | (2,724,834) |
Other income (expense): | ||||
Interest income | 3,142 | 1,451 | 7,072 | 3,650 |
Interest expense | (1,886) | (1,755) | (5,643) | (5,267) |
Other expense | (33) | (1,452) | ||
Amortization of debt discount | (49) | (49) | (147) | (147) |
Total other income (expense) | 1,207 | (386) | 1,282 | (3,216) |
Net loss | $ (1,653,729) | $ (1,079,256) | $ (4,397,851) | $ (2,728,050) |
Basic and diluted net loss per share | $ (0.05) | $ (0.03) | $ (0.13) | $ (0.09) |
Weighted average common shares outstanding - basic and diluted | 33,416,874 | 32,320,891 | 32,878,254 | 31,951,056 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (4,397,851) | $ (2,728,050) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 41,273 | 18,920 |
Stock-based compensation | 524,118 | 310,594 |
Amortization of debt discount | 147 | 147 |
Changes in operating assets and liabilities: | ||
Restricted cash | 4,055 | |
Prepaid expenses and other current assets | 5,967 | (81,177) |
Accounts payable | 214,334 | (133,241) |
Accrued liabilities | (11,769) | (151,925) |
Accrued payroll and other compensation | 20,417 | 77,154 |
Net cash used in operating activities | (3,603,364) | (2,683,523) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (67,011) | (220,266) |
Payment for security deposit | (6,601) | (19,393) |
Purchases of investments | (8,662,205) | (9,241,024) |
Proceeds from redemptions of investments | 12,073,000 | 3,496,000 |
Net cash provided by (used in) investing activities | 3,337,183 | (5,984,683) |
Cash flows from financing activities: | ||
Deferred offering costs | (35,811) | |
Proceeds from exercise of warrants | 741,046 | |
Proceeds from stock option exercises | 2,600 | |
Proceeds from exercise of compensation options | 731,085 | 55,548 |
Proceeds from initial public offering, net | 10,253,484 | |
Proceeds from conversion of private placement Puts | 2,700,000 | |
Net cash provided by financing activities | 1,474,731 | 12,973,221 |
Net increase in cash and cash equivalents | 1,208,550 | 4,305,015 |
Cash and cash equivalents at beginning of period | 4,803,687 | 1,194,492 |
Cash and cash equivalents at end of period | 6,012,237 | 5,499,507 |
Non-cash investing and financing activities: | ||
Reclassification of deferred offering costs to equity | 785,197 | |
Conversion of Series B Preferred Stock to Common Stock | 5,400,000 | |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Income taxes paid | $ 1,300 | $ 1,425 |
Business Organization and Basis
Business Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Business Organization and Basis of Presentation [Abstract] | |
Business Organization and Basis of Presentation | Note 1 - Business Organization and Basis of Presentation CohBar, Inc. (“CohBar” or the “Company”) is a leader in the research and development of mitochondria based therapeutics (MBTs), an emerging class of drugs for the treatment of diseases associated with aging. MBTs originate from the discovery by the Company’s founders of a novel group of peptides within the genome of mitochondria, the powerhouses of the cell. The Company’s ongoing development of these mitochondrial-derived peptides (MDPs) into MBTs offers the potential to address a broad range of diseases such as type 2 diabetes, obesity, nonalcoholic steatohepatitis (NASH), cancer, atherosclerosis and neurodegenerative disorders. The Company’s primary activities since inception include the discovery of MDPs and research and development of its MBT pipeline, securing intellectual property protection, managing collaborations with Contract Research Organizations (“CROs”) and academic institutions, expanding its scientific leadership and laboratory staff and raising capital. To date, the Company has not generated any revenues from operations and does not expect to generate any revenues in the near future. The unaudited interim condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K (the “2015 Form 10-K”), filed with the SEC on March 30, 2016. The interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the 2015 Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, or any other period. |
Management's Liquidity Plans
Management's Liquidity Plans | 9 Months Ended |
Sep. 30, 2016 | |
Management's Liquidity Plans [Abstract] | |
Management's Liquidity Plans | Note 2 - Management’s Liquidity Plans As of September 30, 2016, the Company had working capital and stockholders’ equity of $7,160,671 and $7,413,077, respectively. During the nine months ended September 30, 2016, the Company incurred a net loss of $4,397,851. The Company has not generated any revenues, has incurred net losses since inception and does not expect to generate revenues in the near term. Based on current budget assumptions, funding from warrant exercises (see Note 6) and with the cash and investments on hand as of September 30, 2016, the Company believes that it has sufficient capital to meet its operating expenses and working capital needs for the next twelve months from the date of this filing. However, if other unanticipated difficulties arise the Company may be required to raise additional capital to support its operations, curtail its research and development activities until such time as additional capital becomes available and delay its target for its upcoming FDA filings and clinical activities. These activities will allow the Company to slow its rate of spending and extend its use of cash until additional capital is raised. There can be no assurance that such a plan will be successful. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
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 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, debt discount and the valuation allowance relating to the Company’s deferred tax assets. Investments As of September 30, 2016, investments consisted of U.S. Treasury Bills of $1,492,309, which are classified as held-to-maturity, and Certificates of Deposit of $584,696. 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 minimis 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, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these instruments. The amount of long-term debt included in the accompanying condensed balance sheets approximates its fair value. 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 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 option-pricing model. The fair value of each instrument is estimated on the date of grant utilizing certain assumptions for a risk free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued was estimated using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Expected life 9 years 8 years 6 years 2 years Risk free interest rate 1.51 1.62 1.25 0.70 Expected volatility 79% 79 79 80 Expected dividend yield 0% 0 0 0 Forfeiture rate 0% 0 0 0 As of September 30, 2016, total unrecognized stock option compensation expense was $1,919,969, 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: As of September 30, 2016 2015 Warrants 8,056,418 7,936,391 Options 4,652,497 3,659,083 Totals 12,708,915 11,595,474 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 4 - Accrued Liabilities Accrued liabilities consist of: As of As of September 30, 2016 December 31, 2015 Lab services & supplies $ 46,589 $ 72,044 Professional fees 70,684 48,265 Consultant fees 2,500 15,495 Interest 23,468 17,826 Other 703 2,083 Total accrued expenses $ 143,944 $ 155,713 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Litigations, Claims and Assessments The Company may from time to time be party to litigation and subject to claims incident to the ordinary course of business. As the Company grows and gains prominence in the marketplace it may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is not currently a party to any legal proceedings. Operating Lease The Company is a party to a lease agreement for a laboratory facility. The laboratory space is leased on a month-to-month basis and is part of a shared facility in Menlo Park, California. Rent expense was $41,343 and $30,904 for the three months ended September 30, 2016 and 2015, respectively. Rent expense was $116,378 and $76,646 for the nine months ended September 30, 2016 and 2015, respectively. Rent expense for the nine months ended September 30, 2015 included $5,700 for a previous laboratory space in Pasadena, California. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 6 - Stockholders’ Equity Stock Options The Company has one incentive stock plan, the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”), and has granted stock options to employees, non-employee directors and consultants from the 2011 Plan. Options granted under the 2011 Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant. In January 2016, the Company issued 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 over a two year period. Pursuant to applicable policies of the TSX-V, the shares issuable under the warrant will be counted against the limit of shares authorized for issuance under the 2011 Plan, notwithstanding that the warrant was not issued under the 2011 Plan. After giving effect to this limitation there were 1,665,572 shares remaining available for issuance under the 2011 Plan at September 30, 2016. During the nine months ended September 30, 2016, the Company granted stock options to employees to purchase 1,696,000 shares of the Company’s common stock. The stock options have exercise prices that range from $1.10 to $1.55 per share, are subject to vesting over four years, have terms of ten years and have an aggregate grant date fair value of approximately $1,418,000. During the nine months ended September 30, 2016, 10,000 stock options were exercised for cash proceeds of $2,600. The Company recorded $190,816 and $94,389 of stock based compensation in the three months ended September 30, 2016 and 2015, respectively. The Company recorded $524,118 and $310,594 of stock-based compensation in the nine months ended September 30, 2016 and 2015, respectively. The following table represents stock option activity for the nine months ended September 30, 2016: Weighted Average Stock Options Exercise Price Fair Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Value Life Intrinsic Balance – December 31, 2015 3,724,083 1,963,948 $ 0.67 $ 0.34 $ 0.34 7.09 $ - Granted 1,696,000 - 1.50 - - 6.25 - Exercised (741,100 ) - - - - - - Cancelled (26,486 ) - - - - - - Balance – September 30, 2016 4,652,497 1,762,984 $ 0.92 $ 0.37 $ 0.37 8.49 $ 5,468,318 The table above includes 731,100 compensation options in the exercised balance that were exercised by agents that took part in the IPO. Agent’s Compensation Options In connection with the closing of its Initial Public Offering (“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 was 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. During the nine months ended September 30, 2016, the agents that took part in the Company’s IPO exercised a total of 731,100 Compensation Options into shares of common stock for net cash proceeds of $731,085. The unexercised Compensation Options expired 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 were considered a cost of the IPO, the resulting value is recognized as both an increase and decrease to the equity section of the accompanying condensed balance sheets. The following table summarizes information on stock options outstanding and exercisable as of September 30, 2016: Weighted Weighted Weighted Exercise Number Average Remaining Average Number Average Price Outstanding Contractual Term Exercise Price Exercisable Exercise Price $ 0.05 72,876 5.51 years $ 0.05 72,876 $ 0.05 $ 0.26 1,024,810 7.53 years $ 0.26 889,690 $ 0.26 $ 0.73 1,475,687 8.12 years $ 0.73 676,357 $ 0.73 $ 1.00 313,124 8.81 years $ 1.00 106,457 $ 1.00 $ 1.10 10,000 9.27 years $ 1.10 - $ 1.10 $ 1.17 70,000 9.12 years $ 1.17 17,604 $ 1.17 $ 1.22 190,000 9.35 years $ 1.22 - $ 1.22 $ 1.50 40,000 9.42 years $ 1.50 - $ 1.50 $ 1.55 1,456,000 9.44 years $ 1.55 - $ 1.55 Totals 4,652,497 1,762,984 Warrants In January 2016, the Company issued a warrant to purchase 125,000 shares of the Company’s common stock to an investor relations firm as partial compensation for consulting services to be provided over a two-year period. The warrant is exercisable at $1.15 per share, has a term of three years and is subject to vesting over the two-year service period. During the nine months ended September 30, 2016, the Company issued 365,550 common stock purchase warrants to agents that exercised their Compensation Options. During the nine months ended September 30, 2016, a total of 370,523 common stock purchase warrants were exercised into shares of common stock for cash proceeds of $741,046. The following table represents warrant activity for the nine months ended September 30, 2016: Weighted Average Warrants Exercise Price Fair Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Value Life Intrinsic Value Balance – December 31, 2015 7,936,391 7,936,391 $ 1.80 $ 1.80 $ 0.41 1.80 $ - Granted 490,550 360,465 - - - - - Exercised (370,523 ) - - - - - - Cancelled - - - - - - - Balance – September 30, 2016 8,056,418 7,978,293 $ 1.79 $ 1.79 $ 0.41 1.32 $ 2,519,973 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 - Related Party Transactions Two of the Company’s directors, Pinchas Cohen and Nir Barzilai, provide consulting services to the Company pursuant to agreements that provide for annual compensation to each director of $42,000. 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 2015. The Company continues to compensate Dr. Cohen and Dr. Barzilai for their ongoing services under the terms of the original agreements. The Company incurred expenses of $10,500 for services performed by each Director during each of the three months ended September 30, 2016 and 2015. During the nine months ended September 30, 2016 and 2015, the Company incurred expenses of $21,000 for services performed by each Director. As of September 30, 2016 and December 31, 2015, no amounts were owed to either Director. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events Subsequent to September 30, 2016, 332,750 warrants to purchase the Company’s commons stock were exercised for cash proceeds of $665,500. Of the 332,750 warrants exercised, 325,000 were exercised by Officers of the Company. Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the condensed financial statements were issued require adjustment or disclosure in the Company’s condensed financial statements. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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 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, debt discount and the valuation allowance relating to the Company’s deferred tax assets. |
INVESTMENTS | Investments As of September 30, 2016, investments consisted of U.S. Treasury Bills of $1,492,309, which are classified as held-to-maturity, and Certificates of Deposit of $584,696. 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 minimis |
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, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these instruments. The amount of long-term debt included in the accompanying condensed balance sheets approximates its fair value. |
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 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 option-pricing model. The fair value of each instrument is estimated on the date of grant utilizing certain assumptions for a risk free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued was estimated using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Expected life 9 years 8 years 6 years 2 years Risk free interest rate 1.51 1.62 1.25 0.70 Expected volatility 79% 79 79 80 Expected dividend yield 0% 0 0 0 Forfeiture rate 0% 0 0 0 As of September 30, 2016, total unrecognized stock option compensation expense was $1,919,969, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. |
NET LOSS PER SHARE OF COMMON STOCK | Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: As of September 30, 2016 2015 Warrants 8,056,418 7,936,391 Options 4,652,497 3,659,083 Totals 12,708,915 11,595,474 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Expected life 9 years 8 years 6 years 2 years Risk free interest rate 1.51 1.62 1.25 0.70% Expected volatility 79% 79 79 80 Expected dividend yield 0% 0 0 0 Forfeiture rate 0% 0 0 0 |
Schedule of antidilutive securities excluded from computation of diluted net loss per share | As of September 30, 2016 2015 Warrants 8,056,418 7,936,391 Options 4,652,497 3,659,083 Totals 12,708,915 11,595,474 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | As of As of September 30, 2016 December 31, 2015 Lab services & supplies $ 46,589 $ 72,044 Professional fees 70,684 48,265 Consultant fees 2,500 15,495 Interest 23,468 17,826 Other 703 2,083 Total accrued expenses $ 143,944 $ 155,713 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of stock option activity | Weighted Average Stock Options Exercise Price Fair Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Value Life Intrinsic Balance – December 31, 2015 3,724,083 1,963,948 $ 0.67 $ 0.34 $ 0.34 7.09 $ - Granted 1,696,000 - 1.50 - - 6.25 - Exercised (741,100 ) - - - - - - Cancelled (26,486 ) - - - - - - Balance – September 30, 2016 4,652,497 1,762,984 $ 0.92 $ 0.37 $ 0.37 8.49 $ 5,468,318 |
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 5.51 years $ 0.05 72,876 $ 0.05 $ 0.26 1,024,810 7.53 years $ 0.26 889,690 $ 0.26 $ 0.73 1,475,687 8.12 years $ 0.73 676,357 $ 0.73 $ 1.00 313,124 8.81 years $ 1.00 106,457 $ 1.00 $ 1.10 10,000 9.27 years $ 1.10 - $ 1.10 $ 1.17 70,000 9.12 years $ 1.17 17,604 $ 1.17 $ 1.22 190,000 9.35 years $ 1.22 - $ 1.22 $ 1.50 40,000 9.42 years $ 1.50 - $ 1.50 $ 1.55 1,456,000 9.44 years $ 1.55 - $ 1.55 Totals 4,652,497 1,762,984 |
Schedule of warrant activity | Weighted Average Warrants Exercise Price Fair Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Value Life Intrinsic Value Balance – December 31, 2015 7,936,391 7,936,391 $ 1.80 $ 1.80 $ 0.41 1.80 $ - Granted 490,550 360,465 - - - - - Exercised (370,523 ) - - - - - - Cancelled - - - - - - - Balance – September 30, 2016 8,056,418 7,978,293 $ 1.79 $ 1.79 $ 0.41 1.32 $ 2,519,973 |
Management's Liquidity Plans (D
Management's Liquidity Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Management's Lquidity Plans (Textual) | |||||
Working capital | $ 7,160,671 | $ 7,160,671 | |||
Stockholders' equity | 7,413,077 | 7,413,077 | $ 9,812,079 | ||
Net loss | $ (1,653,729) | $ (1,079,256) | $ (4,397,851) | $ (2,728,050) |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of weighted-average Black-Scholes assumptions | ||||
Expected life | 9 years | 8 years | 6 years | 2 years |
Risk free interest rate | 1.51% | 1.62% | 1.25% | 0.70% |
Expected volatility | 79.00% | 79.00% | 79.00% | 80.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 12,708,915 | 11,595,474 |
Warrants | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 8,056,418 | 7,936,391 |
Options | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 4,652,497 | 3,659,083 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Summary of significant accounting policies (Textual) | |
U.S. Treasury bills | $ 1,492,309 |
Certificates of deposit | 584,696 |
Unrecognized stock option compensation expense | $ 1,919,969 |
Recognized options vest over period | 4 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of accrued liabilities | ||
Lab services & supplies | $ 46,589 | $ 72,044 |
Professional fees | 70,684 | 48,265 |
Consultant fees | 2,500 | 15,495 |
Interest | 23,468 | 17,826 |
Other | 703 | 2,083 |
Total accrued expenses | $ 143,944 | $ 155,713 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments and Contingencies (Textual) | ||||
Rent expense | $ 41,343 | $ 30,904 | $ 116,378 | $ 76,646 |
Rent expense for space | $ 5,700 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Stock Options / Warrants Outstanding | |
Exercised | shares | 10,000 |
Stock Options [Member] | |
Stock Options / Warrants Outstanding | |
Balance - December 31, 2015 | shares | 3,724,083 |
Granted | shares | 1,696,000 |
Exercised | shares | (741,100) |
Cancelled | shares | (26,486) |
Balance - September 30, 2016 | shares | 4,652,497 |
Stock Options / Warrants Exercisable | |
Balance - December 31, 2015 | shares | 1,963,948 |
Granted | shares | |
Exercised | shares | |
Cancelled | shares | |
Balance - September 30, 2016 | shares | 1,762,984 |
Weighted Average Exercise Price Outstanding | |
Balance - December 31, 2015 | $ 0.67 |
Granted | 1.50 |
Exercised | |
Cancelled | |
Balance - September 30, 2016 | 0.92 |
Weighted Average Exercise Price Exercisable | |
Balance - December 31, 2015 | 0.34 |
Granted | |
Exercised | |
Cancelled | |
Balance - September 30, 2016 | 0.37 |
Weighted Average Fair Value Vested | |
Balance - December 31, 2015 | 0.34 |
Granted | |
Exercised | |
Cancelled | |
Balance - September 30, 2016 | $ 0.37 |
Weighted Average Contractual Life (Years) | |
Balance - December 31, 2015 | 7 years 1 month 2 days |
Granted | 6 years 3 months |
Balance - September 30, 2016 | 8 years 5 months 27 days |
Aggregate Intrinsic Value | |
Balance - December 31, 2015 | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Balance - September 30, 2016 | $ | $ 5,468,318 |
Warrant [Member] | |
Stock Options / Warrants Outstanding | |
Balance - December 31, 2015 | shares | 7,936,391 |
Granted | shares | 490,550 |
Exercised | shares | (370,523) |
Cancelled | shares | |
Balance - September 30, 2016 | shares | 8,056,418 |
Stock Options / Warrants Exercisable | |
Balance - December 31, 2015 | shares | 7,936,391 |
Granted | shares | 360,465 |
Exercised | shares | |
Cancelled | shares | |
Balance - September 30, 2016 | shares | 7,978,293 |
Weighted Average Exercise Price Outstanding | |
Balance - December 31, 2015 | $ 1.80 |
Granted | |
Exercised | |
Cancelled | |
Balance - September 30, 2016 | 1.79 |
Weighted Average Exercise Price Exercisable | |
Balance - December 31, 2015 | 1.80 |
Granted | |
Exercised | |
Cancelled | |
Balance - September 30, 2016 | 1.79 |
Weighted Average Fair Value Vested | |
Balance - December 31, 2015 | 0.41 |
Granted | |
Exercised | |
Cancelled | |
Balance - September 30, 2016 | $ 0.41 |
Weighted Average Contractual Life (Years) | |
Balance - December 31, 2015 | 1 year 9 months 18 days |
Balance - September 30, 2016 | 1 year 3 months 26 days |
Aggregate Intrinsic Value | |
Balance - December 31, 2015 | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Balance - September 30, 2016 | $ | $ 2,519,973 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 4,652,497 |
Stock Options Number Exercisable | 1,762,984 |
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 | 5 years 6 months 4 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.05 |
Stock Options Number Exercisable | 72,876 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.05 |
Exercise Price 0.26 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 1,024,810 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 7 years 6 months 11 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.26 |
Stock Options Number Exercisable | 889,690 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.26 |
Exercise Price 0.73 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 1,475,687 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 8 years 1 month 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.73 |
Stock Options Number Exercisable | 676,357 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.73 |
Exercise Price 1.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 313,124 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 8 years 9 months 22 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1 |
Stock Options Number Exercisable | 106,457 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1 |
Exercise Price 1.10 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 10,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 9 years 3 months 7 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.10 |
Stock Options Number Exercisable | |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1.10 |
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 1 month 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.17 |
Stock Options Number Exercisable | 17,604 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1.17 |
Exercise Price 1.22 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 190,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 9 years 4 months 6 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.22 |
Stock Options Number Exercisable | |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1.22 |
Exercise Price 1.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 40,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 9 years 5 months 1 day |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.50 |
Stock Options Number Exercisable | |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1.50 |
Exercise Price 1.55 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 1,456,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 9 years 5 months 9 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.55 |
Stock Options Number Exercisable | |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1.55 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 31, 2016 | |
Stockholders' Equity (Textual) | ||||||
Options exercised | 10,000 | |||||
Proceeds from exercise options | $ 2,600 | |||||
Stock-based compensation | $ 190,816 | $ 94,389 | $ 524,118 | $ 310,594 | ||
Warrant [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrant weighted average exercise price | $ 1.15 | |||||
Options exercised | (370,523) | |||||
Warrants outstanding and exercisable to purchase | 125,000 | |||||
Stock Options [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Options exercised | (741,100) | |||||
Warrants outstanding and exercisable to purchase | 125,000 | |||||
Stock option granted to employee | 1,696,000 | |||||
Stock option aggregate grant fair value | $ 1,418,000 | |||||
Stock Options [Member] | Agents [Member] | IPO [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Options exercised | 731,100 | |||||
Proceeds from exercise options | $ 731,085 | |||||
Stock Options [Member] | Maximum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Exercise prices of stock option | $ 1.55 | $ 1.55 | ||||
Stock Options [Member] | Minimum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Exercise prices of stock option | $ 1.10 | $ 1.10 | ||||
Stock Options [Member] | 2011 Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Remaining options to be issued | 1,665,572 | 1,665,572 | ||||
Compensation Options [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants outstanding, description | The unexercised Compensation Options expired 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. | |||||
Option granted exercise price | $ 1 | |||||
Number of options granted to agents | 786,696 | |||||
Compensation Options [Member] | Warrant [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Number of warrants exercised | 370,523 | |||||
Proceeds from exercise options | $ 741,046 | |||||
Common stock purchase warrants to agents | 365,550 |
Related Party Transactions (Det
Related Party Transactions (Details) - Director [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transactions (Textual) | ||||
Annual compensation | $ 42,000 | |||
Payments made to Director | $ 10,500 | $ 10,500 | $ 21,000 | $ 21,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Warrant [Member] | |
Subsequent Events (Textual) | |
Warrants exercised | 332,750 |
Proceeds from exercise of warrants | $ | $ 665,500 |
Officer [Member] | |
Subsequent Events (Textual) | |
Warrants exercised | 325,000 |