Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 28, 2017 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 43,750,384 | ||
Entity Common Stock, Shares Outstanding | 35,857,701 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 3,257,458 | $ 4,803,687 |
Investments | 5,428,962 | 5,487,800 |
Subscription receivable | 522,326 | |
Prepaid expenses and other current assets | 110,822 | 88,223 |
Total current assets | 9,319,568 | 10,379,710 |
Property and equipment, net | 230,512 | 199,575 |
Other assets | 36,810 | 20,492 |
Total assets | 9,586,890 | 10,599,777 |
Current liabilities: | ||
Accounts payable | 103,294 | 209,730 |
Accrued liabilities | 132,780 | 155,713 |
Accrued payroll and other compensation | 447,641 | 217,250 |
Note payable, net of debt discount of $59 and $0 as of December 31, 2016 and 2015, respectively | 205,201 | |
Total current liabilities | 888,916 | 582,693 |
Note payable, net of debt discount of $0 and $255 as of December 31, 2016 and 2015, respectively | 205,005 | |
Total liabilities | 888,916 | 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 December 31, 2016 and December 31, 2015, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 34,807,881 shares as of December 31, 2016 and 32,320,891 as of December 31, 2015 | 34,808 | 32,321 |
Additional paid-in capital | 23,072,702 | 18,114,295 |
Accumulated deficit | (14,409,536) | (8,334,537) |
Total stockholders' equity | 8,697,974 | 9,812,079 |
Total liabilities and stockholders' equity | $ 9,586,890 | $ 10,599,777 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 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 | 34,807,881 | 32,320,891 |
Common stock, outstanding | 34,807,881 | 32,320,891 |
Debt discount of note payable, Current | $ 59 | $ 0 |
Debt discount of note payable, Noncurrent | $ 0 | $ 255 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | 3,606,515 | 1,966,221 |
General and administrative | 2,470,062 | 1,908,080 |
Total operating expenses | 6,076,577 | 3,874,301 |
Operating loss | (6,076,577) | (3,874,301) |
Other income (expense): | ||
Interest income | 9,368 | 4,762 |
Interest expense | (7,594) | (7,022) |
Other expense | (1,453) | |
Amortization of debt discount | (196) | (196) |
Total other income (expense) | 1,578 | (3,909) |
Net loss | $ (6,074,999) | $ (3,878,210) |
Basic and diluted net loss per share | $ (0.18) | $ (0.12) |
Weighted average common shares outstanding - basic and diluted | 33,130,424 | 32,044,274 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | APIC | Accumulated Deficit | Convertible Series B Preferred |
Beginning balance at Dec. 31, 2014 | $ 1,069,604 | $ 12,915 | $ 5,507,616 | $ (4,456,327) | $ 5,400 |
Beginning 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 | ||||
Stock based compensation | 735,429 | 735,429 | |||
Exercise of employee stock options | 2,600 | $ 10 | 2,590 | ||
Exercise of employee stock options, Shares | 10,000 | ||||
Exercise of compensation options | 731,085 | $ 731 | 730,354 | ||
Exercise of compensation options, Shares | 731,100 | ||||
Exercise of warrants | 3,491,780 | $ 1,746 | 3,490,034 | ||
Exercise of warrants, Shares | 1,745,890 | ||||
Net loss | (6,074,999) | (6,074,999) | |||
Ending balance at Dec. 31, 2016 | $ 8,697,974 | $ 34,808 | $ 23,072,702 | $ (14,409,536) | |
Ending balance, Shares at Dec. 31, 2016 | 34,807,881 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (6,074,999) | $ (3,878,210) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 57,978 | 30,727 |
Stock-based compensation | 735,429 | 396,850 |
Amortization of debt discount | 196 | 196 |
Changes in operating assets and liabilities: | ||
Restricted cash | 4,055 | |
Prepaid expenses and other current assets | (22,599) | (68,706) |
Accounts payable | (106,436) | (80,343) |
Accrued liabilities | (22,933) | (149,688) |
Accrued payroll and other compensation | 230,391 | 113,956 |
Net cash used in operating activities | (5,202,973) | (3,631,163) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (88,915) | (225,671) |
Payment for security deposit | (16,318) | (19,392) |
Purchases of investments | (14,093,162) | (12,731,800) |
Proceeds from redemptions of investments | 14,152,000 | 7,244,000 |
Net cash used in investing activities | (46,395) | (5,732,863) |
Cash flows from financing activities: | ||
Deferred offering costs | (35,811) | |
Proceeds from exercise of warrants | 2,969,454 | |
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 the conversion of private placement puts | 2,700,000 | |
Net cash provided by financing activities | 3,703,139 | 12,973,221 |
Net increase in cash | (1,546,229) | 3,609,195 |
Cash at beginning of year | 4,803,687 | 1,194,492 |
Cash at end of year | 3,257,458 | 4,803,687 |
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 | |
Subscription receivable from exercise of warrants | 522,326 | |
Supplemental disclosure of cash flow information: | ||
Interest paid |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
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 an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs), an emerging class of drugs with the potential to treat a wide range of diseases associated with aging and metabolic dysfunction, including obesity, fatty liver disease (NAFLD) and non-alcoholic steatohepatitis (NASH), type 2 diabetes mellitus (T2D), cancer, atherosclerosis, cardiovascular disease, and neurodegenerative diseases such as Alzheimer’s. 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 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 (“IPO”), private placements of equity and debt securities and the exercise of outstanding warrants. |
Management's Liquidity Plans
Management's Liquidity Plans | 12 Months Ended |
Dec. 31, 2016 | |
Management's Liquidity Plans [Abstract] | |
MANAGEMENT'S LIQUIDITY PLANS | Note 2 - Management’s Liquidity Plans As of December 31, 2016, the Company had working capital and stockholders’ equity of $8,430,652 and $8,697,974, respectively. During the year ended December 31, 2016, the Company incurred a net loss of $6,074,999. 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 and with the cash and investments on hand as of December 31, 2016 combined with the exercises of warrants subsequent to December 31, 2016, the Company believes that it has sufficient capital to meet its operating expenses and obligations 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 | 12 Months Ended |
Dec. 31, 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 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. 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 $3,686,196, which are classified as held-to-maturity, and Certificates of Deposit of $1,742,766. 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 and Certificates of Deposit mature within the next twelve months. Unrealized gains and losses are de minimus. As of December 31, 2016, the carrying value of the Company’s U.S. Treasury Bills approximates their fair value due to their short-term maturities. 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. 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 Equivalents 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, 2016 and 2015, the Company did not have any cash equivalents. 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 three 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 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 and accounts payable 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 because the interest rate of the notes approximates the current market interest rate. 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 accompanying balance sheets as of December 31, 2016 and 2015. 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, 2016 and 2015. 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, 2016 and 2015. 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 date 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. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. 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 2016 2015 Expected life 6 years 2 years Risk free interest rate 1.31 % 0.71 % Expected volatility 79 % 80 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % As of December 31, 2016, total unrecognized stock option compensation expense is $1,921,906, 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 December 31, 2016 2015 Warrants 6,681,051 7,936,391 Options 4,652,497 3,724,083 Totals 11,333,548 11,660,474 Recent Accounting Pronouncements In August 2014, the FASB (“Financial Accounting Stands Board”) issued Accounting Standard Update (“ASU”) No. 2014-15, Presentation of Financial Statements-Going Concern, 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 and impact are required. This new standard is effective for the Company for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. The Company adopted the pronouncement as of December 31, 2016 (see Note 2). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which is effective for the fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. Early adoption is permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently evaluating the effect that the adoption of this ASU will have on its financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on statement of cash flows presentation for eight specific cash flow issues where diversity in practice exists. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 4 – Property and Equipment Property and equipment consist of the following: As of December 31, 2016 2015 Lab equipment $ 304,499 $ 222,724 Computer and equipment 21,378 14,238 Total property and equipment 325,877 236,962 Less: accumulated depreciation (95,365 ) (37,387 ) Total property and equipment, net $ 230,512 $ 199,575 Depreciation expense related to property and equipment for the years ended December 31, 2016 and 2015 was $57,978 and $30,727, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
ACCRUED LIABILITIES | Note 5 – Accrued Liabilities Accrued liabilities consist of the following: As of December 31, 2016 2015 Lab services & supplies $ 87,100 $ 72,044 Professional fees 17,760 48,265 Consultant fees 2,500 15,495 Interest 25,420 17,826 Other - 2,083 Total accrued liabilities $ 132,780 $ 155,713 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable [Abstract] | |
NOTE PAYABLE | Note 6 - Note Payable In 2013, the Company was awarded a grant from the Alzheimer’s Drug Discovery Foundation (“ADDF”) 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 the first installment on the notes matured on January 21, 2017 and was paid in March 2017. The second installment will become due on September 12, 2017. 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, 2016, the interest rate on each note ranged from 3.25% to 3.75% 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, 2016 and 2015, respectively, using the effective interest method. The warrant expires on the 10 year anniversary of the grant date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 7 - 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, 2016. 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”) which 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, 2016, no royalties have been incurred under the agreement. All maintenance fees due and payable as of that date have been paid. The Company is also a party to 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, 2016, 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 an 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. In 2016, the Company increased its shared space in this facility. 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 $171,294 and $107,385 for the years ended December 31, 2016 and 2015, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | Note 8 - Income Taxes The tax effects of temporary differences that give rise to deferred tax assets are as follows: As of December 31, 2016 2015 Current: Accrued expenses $ 51,174 $ 31,156 Non-current: Stock compensation 163,221 132,645 Net operating loss carryforward 5,058,119 2,989,634 Research and development credit carry forward 267,325 100,480 Total deferred tax assets 5,539,839 3,253,915 Valuation allowance (5,539,839 ) (3,253,915 ) 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 2016 2015 U.S. statutory federal rate (34.0 )% (34.0 )% State income taxes, net of federal tax (5.1 )% (5.4 )% Permanent differences 4.2 % 2.6 % Prior year ture-ups - % - % R&D tax credit (2.7 )% (2.1 )% Change in valuation allowance 37.6 % 38.9 % Income tax provision (benefit) - % - % The income tax provision consists of the following: For the Years Ended 2016 2015 Federal Current $ - $ - Deferred (1,815,660 ) (1,190,022 ) State and local Current - - Deferred (470,263 ) (316,709 ) Change in valuation allowance 2,285,923 1,506,731 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. Therefore, the Company established a full valuation allowance as of December 31, 2016 and 2015. As of December 31, 2016 and 2015, the change in valuation allowance was $2,285,923 and 1,506,731, respectively. 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, 2016 and 2015, the Company had $12,865,384 and $7,672,674, 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 begin to expire from 2029 to 2036 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, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Note 9 - Stockholders’ Equity Authorized Capital In January 2015, the Company completed its initial public offering (“IPO”) on the TSX Venture Exchange. The Company sold 11,250,000 units at a price of $1.00 per unit, providing gross proceeds of $11,250,000. Concurrently with the IPO, the Company completed a previously-subscribed private placement of an additional 2,700,000 units for gross proceeds of $2,700,000, resulting in total gross proceeds of $13,950,000. 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 was 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. 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, 2016 and 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 sold 5,400,000 shares of convertible Series B Preferred Stock. Each share of Series B Preferred Stock was convertible, at the option of the holder, into Common Stock. Each stockholder of Series B Preferred Stock was entitled to vote in the election of the Company’s Board of Directors. 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. 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 then outstanding Series B Preferred Stock into 5,400,000 shares of its common stock. The Company also 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 for total cash proceeds of $2,700,000. Stock Options The Company has an incentive stock plan, the 2011 Equity Incentive Plan (the “2011 Plan”). 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. The Company has granted stock options to employees, non-employee directors and consultants from the 2011 Plan through the year ended December 31, 2016. 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, 2016, 1,665,572 shares of the Company’s common stock were available for future issuance under the 2011 Plan. 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. During the year ended December 31, 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 year ended December 31, 2016, 10,000 stock options were exercised for cash proceeds of $2,600. During the year ended December 31, 2015, the Company granted stock options to employees and consultants to purchase 388,124 shares of the Company’s common stock. The stock options have exercise prices of $1.00 and $1.17, are subject to vesting over four years, have terms of ten years and have an aggregate grant date fair value of approximately $301,557. During the years ended December 31, 2016 and 2015, the Company cancelled 26,486 and 5,000 employees and agents options. The cancelled options were added back to the available pool for future issuance. 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 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 year ended December 31, 2016, the Company recorded a total of $735,429 of stock based compensation recognizing $361,137 as a general and administrative expense and $374,292 as a research and development expense in the accompanying statements of operations. During the year ended December 31, 2015, the Company recorded a total of $396,850 of stock based compensation recognizing $215,692 as a general and administrative expense and $181,158 as a research and development expense in the accompanying statements of operations. The following table represents stock option activity for the years ended December 31, 2016 and 2015: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value 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 $ - Granted 1,696,000 - 1.50 - - 6.25 - Exercised (741,100 ) - - - - - - Cancelled (26,486 ) - - - - - - Balance – December 31, 2016 4,652,497 1,908,883 $ 0.92 $ 0.41 $ 0.41 8.24 $ 5,561,368 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, 2016: Weighted Weighted Weighted Exercise Number Average Remaining Average Number Average Price Outstanding Contractual Term Exercise Price Exercisable Exercise Price $ 0.05 72,876 5.25 years $ 0.05 72,876 $ 0.05 $ 0.26 1,024,810 7.28 years $ 0.26 919,296 $ 0.26 $ 0.73 1,475,687 7.87 years $ 0.73 768,587 $ 0.73 $ 1.00 313,124 8.56 years $ 1.00 126,457 $ 1.00 $ 1.10 10,000 9.02 years $ 1.10 - $ 1.10 $ 1.17 70,000 8.87 years $ 1.17 21,667 $ 1.17 $ 1.22 190,000 9.10 years $ 1.22 - $ 1.22 $ 1.50 40,000 9.17 years $ 1.50 - $ 1.50 $ 1.55 1,456,000 9.19 years $ 1.55 - $ 1.55 Totals 4,652,497 1,908,883 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 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. 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, 2016, a total of 731,100 Compensation Options were exercised for cash proceeds of $731,100. During the year ended December 31, 2015, a total of 55,548 Compensation Options were exercised for cash proceeds of $55,548. 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 year ended December 31, 2016, the Company issued warrants to purchase an aggregate of 365,550 shares of common stock as a result of the exercise of 731,100 Compensation Options. 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 were exercisable through January 6, 2017 at a price of $2.00 per share. During the year ended December 31, 2016, a total of 1,745,890 warrants were exercised for cash proceeds of $2,969,454 (see Note 10 - Subscription Receivable). The following table represents warrant activity for the years ended December 31, 2016 and 2015: Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value 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 $ - Granted 490,550 428,050 - - - - - Exercised (1,745,890 ) (1,745,890 ) - - - - - Cancelled - - - - - - - Balance – December 31, 2016 6,681,051 6,618,551 $ 1.74 $ 1.74 $ 0.41 0.98 $ 2,516,058 |
Subscription Receivable
Subscription Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Subscription Receivable [Abstract] | |
SUBSCRIPTION RECEIVABLE | Note 10 – Subscription Receivable During December 2016, a total of 261,163 warrants were exercised for cash proceeds of $522,326. Due to the timing of the exercises, the shares underlying the warrants were issued in December 2016 and the proceeds were received in January 2017. The outstanding proceeds were recorded as a Subscription Receivable in the accompanying balance sheets as of December 31, 2016. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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 2015. The Company continues to compensate Dr. Cohen and Dr. Barzilai for their ongoing services under the terms of the original agreements. During each of the years ended December 31, 2016 and 2015, $42,000 was paid to each director by the Company for consulting fees. As of December 31, 2016 and 2015, no amounts were owed to either Director. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
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 2017, a total of 926,588 warrants were exercised for cash proceeds of $1,853,176. An additional $522,326 was received in January 2017 which was the proceeds from warrants exercised in December 2016. In January 2017, 4,695,846 warrants expired. In January 2017, the Company granted stock options to purchase 731,000 shares of the Company’s common stock to its employees. The stock options are performance based and will be valued at the time milestones are reached. In January 2017, the Company granted stock options to purchase 200,000 shares of the Company’s common stock to two of its Directors. The Company also granted stock options to purchase 100,000 shares of the Company’s common stock to one of its employees. The 300,000 stock options have an exercise price of $2.40 and are exercisable during a ten year term, subject to vesting based on continuous service over periods between zero and four years from the date of grant. In January and February 2017, consultants to the Company exercised a total of 106,982 warrants for cash proceeds of $29,491. In February 2017, 16,250 stock options were exercised for cash proceeds of $19,825. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 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. 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 $3,686,196, which are classified as held-to-maturity, and Certificates of Deposit of $1,742,766. 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 and Certificates of Deposit mature within the next twelve months. Unrealized gains and losses are de minimus. As of December 31, 2016, the carrying value of the Company’s U.S. Treasury Bills approximates their fair value due to their short-term maturities. |
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. 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 EQUIVALENTS | Cash Equivalents 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, 2016 and 2015, the Company did not have any cash equivalents. |
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 three 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 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 and accounts payable 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 because the interest rate of the notes approximates the current market interest rate. |
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 accompanying balance sheets as of December 31, 2016 and 2015. |
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, 2016 and 2015. 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, 2016 and 2015. |
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 date 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. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. 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 2016 2015 Expected life 6 years 2 years Risk free interest rate 1.31 % 0.71 % Expected volatility 79 % 80 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % As of December 31, 2016, total unrecognized stock option compensation expense is $1,921,906, 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 December 31, 2016 2015 Warrants 6,681,051 7,936,391 Options 4,652,497 3,724,083 Totals 11,333,548 11,660,474 |
RECENT ACCOUNTING PRONOUNCEMENTS | Recent Accounting Pronouncements In August 2014, the FASB (“Financial Accounting Stands Board”) issued Accounting Standard Update (“ASU”) No. 2014-15, Presentation of Financial Statements-Going Concern, 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 and impact are required. This new standard is effective for the Company for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. The Company adopted the pronouncement as of December 31, 2016 (see Note 2). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which is effective for the fiscal years beginning after December 15, 2018. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. Early adoption is permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently evaluating the effect that the adoption of this ASU will have on its financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on statement of cash flows presentation for eight specific cash flow issues where diversity in practice exists. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact 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, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Years Ended 2016 2015 Expected life 6 years 2 years Risk free interest rate 1.31 % 0.71 % Expected volatility 79 % 80 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % |
Schedule of antidilutive securities excluded from computation of diluted net loss per share | As of December 31, 2016 2015 Warrants 6,681,051 7,936,391 Options 4,652,497 3,724,083 Totals 11,333,548 11,660,474 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | As of December 31, 2016 2015 Lab equipment $ 304,499 $ 222,724 Computer and equipment 21,378 14,238 Total property and equipment 325,877 236,962 Less: accumulated depreciation (95,365 ) (37,387 ) Total property and equipment, net $ 230,512 $ 199,575 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | As of December 31, 2016 2015 Lab services & supplies $ 87,100 $ 72,044 Professional fees 17,760 48,265 Consultant fees 2,500 15,495 Interest 25,420 17,826 Other - 2,083 Total accrued liabilities $ 132,780 $ 155,713 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2016 2015 Current: Accrued expenses $ 51,174 $ 31,156 Non-current: Stock compensation 163,221 132,645 Net operating loss carryforward 5,058,119 2,989,634 Research and development credit carry forward 267,325 100,480 Total deferred tax assets 5,539,839 3,253,915 Valuation allowance (5,539,839 ) (3,253,915 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of statutory federal income tax rate | For the Years Ended 2016 2015 U.S. statutory federal rate (34.0 )% (34.0 )% State income taxes, net of federal tax (5.1 )% (5.4 )% Permanent differences 4.2 % 2.6 % Prior year ture-ups - % - % R&D tax credit (2.7 )% (2.1 )% Change in valuation allowance 37.6 % 38.9 % Income tax provision (benefit) - % - % |
Schedule of income tax provision | For the Years Ended 2016 2015 Federal Current $ - $ - Deferred (1,815,660 ) (1,190,022 ) State and local Current - - Deferred (470,263 ) (316,709 ) Change in valuation allowance 2,285,923 1,506,731 Income tax provision (benefit) - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 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 $ - Granted 1,696,000 - 1.50 - - 6.25 - Exercised (741,100 ) - - - - - - Cancelled (26,486 ) - - - - - - Balance – December 31, 2016 4,652,497 1,908,883 $ 0.92 $ 0.41 $ 0.41 8.24 $ 5,561,368 |
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 5.25 years $ 0.05 72,876 $ 0.05 $ 0.26 1,024,810 7.28 years $ 0.26 919,296 $ 0.26 $ 0.73 1,475,687 7.87 years $ 0.73 768,587 $ 0.73 $ 1.00 313,124 8.56 years $ 1.00 126,457 $ 1.00 $ 1.10 10,000 9.02 years $ 1.10 - $ 1.10 $ 1.17 70,000 8.87 years $ 1.17 21,667 $ 1.17 $ 1.22 190,000 9.10 years $ 1.22 - $ 1.22 $ 1.50 40,000 9.17 years $ 1.50 - $ 1.50 $ 1.55 1,456,000 9.19 years $ 1.55 - $ 1.55 Totals 4,652,497 1,908,883 |
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, 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 $ - Granted 490,550 428,050 - - - - - Exercised (1,745,890 ) (1,745,890 ) - - - - - Cancelled - - - - - - - Balance – December 31, 2016 6,681,051 6,618,551 $ 1.74 $ 1.74 $ 0.41 0.98 $ 2,516,058 |
Management's Liquidity Plans (D
Management's Liquidity Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Management's Liquidity Plans (Textual) | |||
Working capital | $ 8,430,652 | ||
Stockholders' equity | 8,697,974 | $ 9,812,079 | $ 1,069,604 |
Net loss | $ (6,074,999) | $ (3,878,210) |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of weighted-average Black-Scholes assumptions | ||
Expected life | 6 years | 2 years |
Risk free interest rate | 1.31% | 0.71% |
Expected volatility | 79.00% | 80.00% |
Expected dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 11,333,548 | 11,660,474 |
Warrants [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 6,681,051 | 7,936,391 |
Options [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 4,652,497 | 3,724,083 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | |||
U.S. Treasury bills | $ 3,686,196 | ||
Certificates of deposit | 1,742,766 | ||
Unrecognized stock option compensation expense | $ 1,921,906 | ||
Recognized options vest over period | 4 years | ||
Deferred offering related costs | $ 35,811 | $ 996,516 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Estimated useful lives of the assets | 1 year | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Estimated useful lives of the assets | 5 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 325,877 | $ 236,962 |
Less: accumulated depreciation | (95,365) | (37,387) |
Total property and equipment, net | 230,512 | 199,575 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 304,499 | 222,724 |
Computer and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 21,378 | $ 14,238 |
Property and Equipment (Detai30
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 57,978 | $ 30,727 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of accrued liabilities | ||
Lab services & supplies | $ 87,100 | $ 72,044 |
Professional fees | 17,760 | 48,265 |
Consultant fees | 2,500 | 15,495 |
Interest | 25,420 | 17,826 |
Other | 2,083 | |
Total accrued liabilities | $ 132,780 | $ 155,713 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Note Payable (Textual) | |||
Amortization of debt discount | $ 196 | $ 196 | |
Alzheimer's Drug Discovery Foundation [Member] | |||
Note Payable (Textual) | |||
Grant total | $ 205,260 | ||
Debt instrument, description | The Notes have a term of four years the first installment on the notes matured on January 21, 2017 and was paid in March 2017. The second installment will become due on September 12, 2017. | ||
Purchase warrant | 15,596 | ||
Warrant exercise price per share | $ 0.99 | ||
Warrant expiring term | The warrant expires on the 10 year anniversary of the grant date. | ||
Deferred debt discount | $ 785 | ||
Alzheimer's Drug Discovery Foundation [Member] | Minimum [Member] | |||
Note Payable (Textual) | |||
Promissory Notes interest rates | 3.25% | ||
Alzheimer's Drug Discovery Foundation [Member] | Maximum [Member] | |||
Note Payable (Textual) | |||
Promissory Notes interest rates | 3.50% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies (Textual) | ||
Rent expense | $ 171,294 | $ 107,385 |
2011 Exclusive Agreement [Member] | ||
Commitments and Contingencies (Textual) | ||
Milestone payment | $ 765,000 | |
License reduced percentage | 50.00% | |
Aggregate maintenance fees for first five years | $ 80,000 | |
Maintenance fees annually after first five years | $ 50,000 | |
Royalty percentage | 2.00% | |
Minimum royalty expense | $ 75,000 | |
Royalty description | 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). | |
2013 Exclusive Agreement [Member] | ||
Commitments and Contingencies (Textual) | ||
Milestone payment | $ 765,000 | |
License reduced percentage | 50.00% | |
Aggregate maintenance fees for first three years | $ 7,500 | |
Maintenance fees annually after first five years | $ 5,000 | |
Royalty percentage | 2.00% | |
Minimum royalty expense | $ 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). | |
License costs | $ 10,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current: | ||
Accrued expenses | $ 51,174 | $ 31,156 |
Non-current: | ||
Stock compensation | 163,221 | 132,645 |
Net operating loss carryforward | 5,058,119 | 2,989,634 |
Research and development credit carry forward | 267,325 | 100,480 |
Total deferred tax assets | 5,539,839 | 3,253,915 |
Valuation allowance | (5,539,839) | (3,253,915) |
Deferred tax asset, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
U.S. statutory federal rate | (34.00%) | (34.00%) |
State income taxes, net of federal tax | (5.10%) | (5.40%) |
Permanent differences | 4.20% | 2.60% |
Prior year ture-ups | ||
R&D tax credit | (2.70%) | (2.10%) |
Change in valuation allowance | 37.60% | 38.90% |
Income tax provision (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | ||
Current | ||
Deferred | (1,815,660) | (1,190,022) |
State and local | ||
Current | ||
Deferred | (470,263) | (316,709) |
Change in valuation allowance | 2,285,923 | 1,506,731 |
Income tax provision (benefit) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Net operating loss carryovers | $ 12,865,384 | $ 7,672,674 |
Change in valuation allowance | $ 2,285,923 | $ 1,506,731 |
Operating loss carry forwards expiration | Expire from 2029 to 2036. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Stock Options / Warrants Outstanding | ||
Balance | 3,724,083 | 2,609,811 |
Granted | 1,696,000 | 1,174,820 |
Exercised | (741,100) | (55,548) |
Cancelled | (26,486) | (5,000) |
Balance | 4,652,497 | 3,724,083 |
Stock Options / Warrants Exercisable | ||
Balance | 1,963,948 | 459,437 |
Granted | 786,696 | |
Exercised | (55,548) | |
Cancelled | ||
Balance | 1,908,883 | 1,963,948 |
Weighted Average Exercise Price Outstanding | ||
Balance | $ 0.67 | $ 0.38 |
Granted | 1.50 | 1.01 |
Exercised | ||
Cancelled | ||
Balance | 0.92 | 0.67 |
Weighted Average Exercise Price Exercisable | ||
Balance | 0.34 | 0.17 |
Granted | 1 | |
Exercised | ||
Cancelled | ||
Balance | 0.41 | 0.34 |
Weighted Average Fair Value Vested | ||
Balance | 0.34 | 0.17 |
Granted | 0.38 | |
Exercised | ||
Cancelled | ||
Balance | $ 0.41 | $ 0.34 |
Weighted Average Contractual Life (Years) | ||
Balance | 7 years 1 month 2 days | 9 years 6 months 26 days |
Granted | 6 years 3 months | 3 years 5 months 23 days |
Balance | 8 years 2 months 27 days | 7 years 1 month 2 days |
Aggregate Intrinsic Value | ||
Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Balance | $ 5,561,368 | |
Warrant [Member] | ||
Stock Options / Warrants Outstanding | ||
Balance | 7,936,391 | 933,617 |
Granted | 490,550 | 7,002,774 |
Exercised | (1,745,890) | |
Cancelled | ||
Balance | 6,681,051 | 7,936,391 |
Stock Options / Warrants Exercisable | ||
Balance | 7,936,391 | 933,617 |
Granted | 428,050 | 7,002,774 |
Exercised | (1,745,890) | |
Cancelled | ||
Balance | 6,618,551 | 7,936,391 |
Weighted Average Exercise Price Outstanding | ||
Balance | $ 1.80 | $ 0.28 |
Granted | 2 | |
Exercised | ||
Cancelled | ||
Balance | 1.74 | 1.80 |
Weighted Average Exercise Price Exercisable | ||
Balance | 1.80 | 0.28 |
Granted | 2 | |
Exercised | ||
Cancelled | ||
Balance | 1.74 | 1.80 |
Weighted Average Fair Value Vested | ||
Balance | 0.41 | 0.21 |
Granted | 0.43 | |
Exercised | ||
Cancelled | ||
Balance | $ 0.41 | $ 0.41 |
Weighted Average Contractual Life (Years) | ||
Balance | 1 year 9 months 18 days | 8 years 7 months 21 days |
Granted | 1 year 6 months 7 days | |
Balance | 11 months 23 days | 1 year 9 months 18 days |
Aggregate Intrinsic Value | ||
Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Balance | $ 2,516,058 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 12 Months Ended |
Dec. 31, 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 | 1,908,883 |
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 3 months |
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 3 months 11 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.26 |
Stock Options Number Exercisable | 919,296 |
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 | 7 years 10 months 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.73 |
Stock Options Number Exercisable | 768,587 |
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 6 months 22 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1 |
Stock Options Number Exercisable | 126,457 |
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 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 | 8 years 10 months 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.17 |
Stock Options Number Exercisable | 21,667 |
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 1 month 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 2 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 2 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 ($) | Jan. 06, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity (Textual) | ||||||
Warrants issued to purchase common stock | 6,975,000 | |||||
Aggregate shares of common stock | 13,950,000 | |||||
Gross proceeds from sale of shares | $ 13,950,000 | |||||
Warrants, description | Each whole warrant was 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. | |||||
Offering expenses | $ 996,516 | $ 35,811 | ||||
Proceeds from issuance, net | 12,953,484 | |||||
Incurred internal offering costs | $ 785,197 | |||||
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 | ||||
Preferred stock, outstanding | ||||||
Conversion of of Series B Preferred into common stock | 5,400,000 | |||||
Proceeds from exercise options | $ 2,600 | |||||
stock based compensation | 735,429 | 396,850 | ||||
Research and development expense | 3,606,515 | 1,966,221 | ||||
General and administrative expense | $ 2,470,062 | $ 1,908,080 | ||||
Recognized options vest over period | 4 years | |||||
Warrant [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants issued to purchase common stock | 125,000 | 365,550 | 7,002,774 | |||
Proceeds from exercise options | $ 2,969,454 | |||||
Options exercised | (1,745,890) | |||||
Number of options cancelled | ||||||
Number of options granted | 490,550 | 7,002,774 | ||||
Warrant exercise price per share | $ 1.15 | $ 2 | ||||
Number of warrants exercised | 1,745,890 | |||||
Warrant exercised | 1,484,727 | |||||
Description of vesting rights | 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. | |||||
Stock Options [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Stock option aggregate grant fair value | $ 1,418,000 | $ 301,557 | ||||
Options exercised | 10,000 | |||||
Number of options granted | 1,696,000 | 388,124 | 127,532 | |||
Recognized options vest over period | 4 years | 4 years | ||||
Class of warrant or right expiration term | 10 years | 10 years | ||||
Stock Options [Member] | Maximum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Exercise prices of stock option | $ 1.55 | $ 1.17 | ||||
Stock Options [Member] | Minimum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Exercise prices of stock option | $ 1.10 | $ 1 | ||||
Compensation Expense [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Research and development expense | $ 374,292 | $ 181,158 | ||||
General and administrative expense | 361,137 | 215,692 | ||||
Compensation Options [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants, 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 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. | |||||
Proceeds from exercise options | $ 731,100 | $ 55,548 | ||||
Options exercised | 731,100 | 55,548 | ||||
Number of options granted to agents | 786,696 | |||||
Warrant exercise price per share | $ 2 | |||||
Option granted exercise price | $ 1 | |||||
Number of warrants exercised | 731,100 | 55,548 | ||||
2011 Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants issued to purchase common stock | 125,000 | |||||
Warrants, description | 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. | |||||
Common stock for future issuance | 6,453,069 | 1,665,572 | ||||
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 Company's common stock outstanding at the completion of the offering. | |||||
Series B Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Proceeds from issuance, net | $ 2,700,000 | |||||
Conversion of of Series B Preferred into common stock | 5,400,000 | 5,400,000 | ||||
Preferred stock conversion, description | Each outstanding share of Series B Preferred Stock was automatically converted into one share of common stock. | |||||
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 | |||||
IPO [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Number of shares sold | 11,250,000 | 2,700,000 | ||||
Proceeds from issuance, net | $ 11,250,000 | $ 2,700,000 | ||||
Price per sale of unit | $ 1 | $ 1 | ||||
Warrants, description | All units consist of one share of the Company's common stock and one-half of one common stock purchase warrant. | |||||
Number of options granted to agents | 786,696 | |||||
Private Placement [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Number of shares sold | 2,700,000 | |||||
Proceeds from issuance, net | $ 2,700,000 | |||||
Employees [Member] | Agents [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Number of options cancelled | 26,486 | 5,000 |
Subscription Receivable (Detail
Subscription Receivable (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Subscription Receivable (Textual) | |
Warrants exercised | shares | 261,163 |
Cash proceeds from exercise of warrants | $ | $ 522,326 |
Related Party Transactions (Det
Related Party Transactions (Details) - Director [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 | |
Feb. 28, 2017 | Jan. 31, 2017 | |
Subsequent Events (Textual) | ||
Warrants exercised | 926,588 | |
Proceeds from exercise of unit options | $ 19,825 | $ 1,853,176 |
Proceeds from exercise of warrants | $ 522,326 | |
Stock option granted to purchases | 100,000 | |
Stock option exercised | 16,250 | |
Warrants expired | 4,695,846 | |
Consultants [Member] | ||
Subsequent Events (Textual) | ||
Warrants exercised | 106,982 | 106,982 |
Proceeds from exercise of unit options | $ 29,491 | $ 29,491 |
Director [Member] | ||
Subsequent Events (Textual) | ||
Stock option granted to purchases | 200,000 | |
Exercise prices of stock option | $ 2.40 | |
Stock options exercisable term, Description | Exercisable during a ten year term, subject to vesting based on continuous service over periods between zero and four years from the date of grant. | |
Stock options | 300,000 | |
Employees [Member] | ||
Subsequent Events (Textual) | ||
Stock option granted to purchases | 731,000 |