Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 09, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CohBar, Inc. | |
Entity Central Index Key | 1,522,602 | |
Trading Symbol | COBU | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 39,295,754 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 4,633,845 | $ 3,257,458 |
Investments | 3,097,846 | 5,428,962 |
Subscription receivable | 522,326 | |
Prepaid expenses and other current assets | 173,512 | 110,822 |
Total current assets | 7,905,203 | 9,319,568 |
Property and equipment, net | 198,964 | 230,512 |
Deferred offering costs | 35,154 | |
Other assets | 38,285 | 36,810 |
Total assets | 8,177,606 | 9,586,890 |
Current liabilities: | ||
Accounts payable | 757,010 | 103,294 |
Accrued liabilities | 81,853 | 132,780 |
Accrued payroll and other compensation | 161,332 | 447,641 |
Note payable, net of debt discount of $0 and $59 as of June 30, 2017 and December 31, 2016, respectively | 102,630 | 205,201 |
Total liabilities | 1,102,825 | 888,916 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 35,857,701 shares as of June 30, 2017 and 34,807,881 as of December 31, 2016 | 35,858 | 34,808 |
Additional paid-in capital | 25,587,108 | 23,072,702 |
Accumulated deficit | (18,548,185) | (14,409,536) |
Total stockholders' equity | 7,074,781 | 8,697,974 |
Total liabilities and stockholders' equity | $ 8,177,606 | $ 9,586,890 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Debt discount of note payable, current | $ 0 | $ 59 |
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 | 35,857,701 | 34,807,881 |
Common stock, outstanding | 35,857,701 | 34,807,881 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses: | ||||
Research and development | 1,274,634 | 852,596 | 2,567,414 | 1,589,696 |
General and administrative | 635,007 | 674,569 | 1,575,096 | 1,154,501 |
Total operating expenses | 1,909,641 | 1,527,165 | 4,142,510 | 2,744,197 |
Operating loss | (1,909,641) | (1,527,165) | (4,142,510) | (2,744,197) |
Other income (expense): | ||||
Interest income | 4,242 | 1,274 | 6,405 | 3,930 |
Interest expense | (1,140) | (1,882) | (2,485) | (3,757) |
Amortization of debt discount | (49) | (59) | (98) | |
Total other income (expense) | 3,102 | (657) | 3,861 | 75 |
Net loss | $ (1,906,539) | $ (1,527,822) | $ (4,138,649) | $ (2,744,122) |
Basic and diluted net loss per share | $ (0.05) | $ (0.05) | $ (0.12) | $ (0.08) |
Weighted average common shares outstanding - basic and diluted | 35,857,701 | 32,880,589 | 35,823,121 | 32,605,984 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,138,649) | $ (2,744,122) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 32,976 | 25,512 |
Stock-based compensation | 612,964 | 333,301 |
Amortization of debt discount | 59 | 98 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (62,690) | (49,278) |
Accounts payable | 653,716 | 43,131 |
Accrued liabilities | (50,927) | (29,002) |
Accrued payroll and other compensation | (286,309) | 12,936 |
Net cash used in operating activities | (3,238,860) | (2,407,424) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,428) | (35,913) |
Payment for security deposit | (1,475) | (6,601) |
Purchases of investments | (8,677,884) | (6,583,937) |
Proceeds from redemptions of investments | 11,009,000 | 8,649,000 |
Net cash provided by investing activities | 2,328,213 | 2,022,549 |
Cash flows from financing activities: | ||
Deferred offering costs | (35,154) | |
Proceeds from exercise of warrants | 2,404,993 | 712,246 |
Repayment of note payable | (102,630) | |
Proceeds from exercise of compensation options | 496,376 | |
Proceeds from exercise of employee stock options | 19,825 | 2,600 |
Net cash provided by financing activities | 2,287,034 | 1,211,222 |
Net increase in cash | 1,376,387 | 826,347 |
Cash at beginning of period | 3,257,458 | 4,803,687 |
Cash at end of period | 4,633,845 | 5,630,034 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 2,057 | 1,300 |
Interest paid | $ 14,363 |
Business Organization
Business Organization | 6 Months Ended |
Jun. 30, 2017 | |
Business Organization [Abstract] | |
Business Organization | Note 1 - Business Organization 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 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 Company has financed its operations primarily with proceeds from sales of its equity securities, including its initial public offering (“IPO”), private placements and the exercise of outstanding warrants and stock options. 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, 2016, included in the Company’s Annual Report on Form 10-K (the “2016 Form 10-K”), filed with the SEC on March 31, 2017. The interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the 2016 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 six month periods ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or any other period. |
Management's Liquidity Plans
Management's Liquidity Plans | 6 Months Ended |
Jun. 30, 2017 | |
Management's Liquidity Plans [Abstract] | |
Management's Liquidity Plans | Note 2 - Management’s Liquidity Plans As of June 30, 2017, the Company had working capital and stockholders’ equity of $6,802,378 and $7,074,781, respectively. During the six months ended June 30, 2017, the Company incurred a net loss of $4,138,649. 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, the cash and investments on hand as of June 30, 2017, and the proceeds received from the Company’s private placement completed on July 14, 2017 (see Note 8, Subsequent Events |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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 and the valuation allowance relating to the Company’s deferred tax assets. Investments Investments consist of U.S. Treasury Bills of $1,157,982, which are classified as held-to-maturity, and Certificates of Deposit of $1,939,864. 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 minimis Deferred Offering Costs The Company capitalizes amounts related to an equity offering in progress as of the balance sheet date as Deferred Offering Costs. As of June 30, 2017, the Company capitalized $35,154 of such costs in the accompanying condensed balance sheet. 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 on the date of grant. The weighted-average fair value of options and warrants has been estimated on the date of grant using the Black-Scholes pricing model. The fair value of each instrument is estimated on the date of grant utilizing certain assumptions for a risk free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued was estimated using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For Six Months Ended 2017 2016 2017 2016 Expected life 8 years 6 years 7 years 6 years Risk free interest rate 2.14% 1.25% 2.12% 1.25% Expected volatility 79% 79% 79% 79% Expected dividend yield 0% 0% 0% 0% Forfeiture rate 0% 0% 0% 0% As of June 30, 2017, total unrecognized stock option compensation expense is $1,679,269, 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 June 30, 2017 2016 Options 5,513,497 4,912,715 Warrants 951,635 7,940,733 Totals 6,465,132 12,853,448 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 4 - Accrued Liabilities Accrued liabilities consist of: As of As of June 30, December 31, 2016 Lab services & supplies $ 6,080 $ 87,100 Professional fees 50,031 17,760 Consultant fees 2,500 2,500 Interest 13,542 25,420 Other 9,700 - Total accrued liabilities $ 81,853 $ 132,780 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Litigations, Claims and Assessments The Company may from time to time be a 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 a 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 shared laboratory facility leased on a month-to-month basis in Menlo Park, California. Rent expense was $56,595 and $40,640 for the three months ended June 30, 2017 and 2016, respectively. Rent expense was $111,810 and $75,035 for the six months ended June 30, 2017 and 2016, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 6 - Stockholders’ Equity Stock Options The Company has an 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. The rules of the TSX-Venture Exchange (or “TSX-V”) provide that the maximum number of shares which can be reserved under a stock option plan is equal to 20% of the number of shares of the issuer which are outstanding on the date the plan is approved by stockholders. On June 15, 2017 the Company’s stockholders approved an amendment to the 2011 Plan to increase the number of shares authorized for issuance under the 2011 Plan to a total of 7,171,540, which is equal to 20% of the number of shares of the Company’s common stock outstanding on the date of the amendment. 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 would provide 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 1,506,793 shares remaining available for issuance under the 2011 Plan at June 30, 2017. During the six months ended June 30, 2017, the Company granted stock options to employees to purchase 1,031,000 shares of the Company’s common stock at an exercise price of $2.40 per share. The options have terms of ten years. Of the 1,031,000 stock options granted, 300,000 are subject to vesting based on continuous service over periods between zero and four years from the date of grant. The balance of the grant, or 731,000 shares, has performance-based vesting conditions and will be valued at the time the milestones are reached. The stock options have an aggregate grant date fair value of $528,580. Subsequent to the issuance, the Company cancelled 105,000 stock options during the six months ended June 30, 2017. In February 2017, 16,250 stock options were exercised for cash proceeds of $19,825 and the Company cancelled 48,750 stock options. The Company recorded stock based compensation as follows: For the Three Months Ended For Six Months Ended 2017 2016 2017 2016 Research and development $ 76,267 $ 103,537 $ 142,960 $ 174,744 General and administrative 122,184 106,118 470,004 158,557 Total $ 198,451 $ 209,655 $ 612,964 $ 333,301 The following table represents stock option activity for the six months ended June 30, 2017: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2016 4,652,497 1,908,883 $ 0.92 $ 0.41 $ 0.41 8.24 $ - Granted 1,031,000 100,000 2.40 2.40 6.25 6.25 - Exercised (16,250 ) - - - - - - Cancelled (153,750 ) - - - - - - Balance – June 30, 2017 5,513,497 2,745,159 $ 0.98 $ 0.59 $ 0.59 6.73 $ 3,805,494 The following table summarizes information on stock options outstanding and exercisable as of June 30, 2017: Weighted Weighted Weighted Exercise Number Average Remaining Average Number Average Price Outstanding Contractual Term Exercise Price Exercisable Exercise Price $ 0.05 72,876 4.76 years $ 0.05 72,876 $ 0.05 $ 0.26 1,024,810 6.78 years $ 0.26 978,507 $ 0.26 $ 0.73 1,475,687 7.38 years $ 0.73 953,048 $ 0.73 $ 1.00 313,124 8.06 years $ 1.00 166,457 $ 1.00 $ 1.10 10,000 8.53 years $ 1.10 3,959 $ 1.10 $ 1.17 70,000 8.37 years $ 1.17 31,875 $ 1.17 $ 1.22 125,000 8.60 years $ 1.22 44,271 $ 1.22 $ 1.50 40,000 8.67 years $ 1.50 13,333 $ 1.50 $ 1.55 1,456,000 8.69 years $ 1.55 353,750 $ 1.55 $ 2.40 926,000 9.59 years $ 2.40 127,083 $ 2.40 Totals 5,513,497 2,745,159 Warrants In January 2017, a total of 926,588 common stock purchase warrants were exercised for aggregate cash proceeds of $1,853,176. Additional proceeds in the amount of $522,326 were received in January 2017 from warrants exercised in December 2016. During the six months ended June 30, 2017, 4,695,846 unexercised warrants expired. In January and February 2017, consultants to the Company exercised a total of 106,982 warrants for aggregate cash proceeds of $29,491. As of June 30, 2017, the Company had 951,635 warrants outstanding and exercisable to purchase common stock. Such warrants have a weighted average exercise price of $0.39, a weighted average remaining contractual life of 6.01 years and an aggregate intrinsic value of $1,291,950. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
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. Payments of $10,500 were made to each Director during each of the three months ended June 30, 2017 and 2016. During the six months ended June 30, 2017 and 2016, payments to each Director totaled $21,000. As of June 30, 2017 and December 31, 2016, no amounts were owed to either Director. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the condensed financial statements were issued require adjustment or disclosure in the Company’s condensed financial statements. On July 14, 2017, the Company issued and sold an aggregate of 3,438,053 units at a price of $1.50 per unit for total proceeds of approximately $5.16 million. Each unit consists of one share of the Company’s common stock and one common stock purchase warrant. Each warrant can be exercised at any time prior to June 30, 2020 for the purchase of one share of the Company’s common stock at an exercise price of $2.25. In August 2017, the Company granted stock options to two consultants to purchase a total of 85,000 shares of the Company’s common stock. The stock options have an exercise price of $2.02 per share and are exercisable during a ten year term, subject to vesting over periods of three and four years. In August 2017, the Company issued a total of 180,000 warrants to two consultants. The warrants have an exercise price of $1.99 and terms of five years. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 and the valuation allowance relating to the Company’s deferred tax assets. |
INVESTMENTS | Investments Investments consist of U.S. Treasury Bills of $1,157,982, which are classified as held-to-maturity, and Certificates of Deposit of $1,939,864. 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 minimis |
DEFERRED OFFERING COSTS | Deferred Offering Costs The Company capitalizes amounts related to an equity offering in progress as of the balance sheet date as Deferred Offering Costs. As of June 30, 2017, the Company capitalized $35,154 of such costs in the accompanying condensed balance sheet. |
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 on the date of grant. The weighted-average fair value of options and warrants has been estimated on the date of grant using the Black-Scholes pricing model. The fair value of each instrument is estimated on the date of grant utilizing certain assumptions for a risk free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued was estimated using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For Six Months Ended 2017 2016 2017 2016 Expected life 8 years 6 years 7 years 6 years Risk free interest rate 2.14% 1.25% 2.12% 1.25% Expected volatility 79% 79% 79% 79% Expected dividend yield 0% 0% 0% 0% Forfeiture rate 0% 0% 0% 0% As of June 30, 2017, total unrecognized stock option compensation expense is $1,679,269, 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 June 30, 2017 2016 Options 5,513,497 4,912,715 Warrants 951,635 7,940,733 Totals 6,465,132 12,853,448 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Three Months Ended For Six Months Ended 2017 2016 2017 2016 Expected life 8 years 6 years 7 years 6 years Risk free interest rate 2.14% 1.25% 2.12% 1.25% Expected volatility 79% 79% 79% 79% 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 June 30, 2017 2016 Options 5,513,497 4,912,715 Warrants 951,635 7,940,733 Totals 6,465,132 12,853,448 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | As of As of June 30, December 31, 2016 Lab services & supplies $ 6,080 $ 87,100 Professional fees 50,031 17,760 Consultant fees 2,500 2,500 Interest 13,542 25,420 Other 9,700 - Total accrued liabilities $ 81,853 $ 132,780 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Schedule of stock based compensation | For the Three Months Ended For Six Months Ended 2017 2016 2017 2016 Research and development $ 76,267 $ 103,537 $ 142,960 $ 174,744 General and administrative 122,184 106,118 470,004 158,557 Total $ 198,451 $ 209,655 $ 612,964 $ 333,301 |
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, 2016 4,652,497 1,908,883 $ 0.92 $ 0.41 $ 0.41 8.24 $ - Granted 1,031,000 100,000 2.40 2.40 6.25 6.25 - Exercised (16,250 ) - - - - - - Cancelled (153,750 ) - - - - - - Balance – June 30, 2017 5,513,497 2,745,159 $ 0.98 $ 0.59 $ 0.59 6.73 $ 3,805,494 |
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 4.76 years $ 0.05 72,876 $ 0.05 $ 0.26 1,024,810 6.78 years $ 0.26 978,507 $ 0.26 $ 0.73 1,475,687 7.38 years $ 0.73 953,048 $ 0.73 $ 1.00 313,124 8.06 years $ 1.00 166,457 $ 1.00 $ 1.10 10,000 8.53 years $ 1.10 3,959 $ 1.10 $ 1.17 70,000 8.37 years $ 1.17 31,875 $ 1.17 $ 1.22 125,000 8.60 years $ 1.22 44,271 $ 1.22 $ 1.50 40,000 8.67 years $ 1.50 13,333 $ 1.50 $ 1.55 1,456,000 8.69 years $ 1.55 353,750 $ 1.55 $ 2.40 926,000 9.59 years $ 2.40 127,083 $ 2.40 Totals 5,513,497 2,745,159 |
Management's Liquidity Plans (D
Management's Liquidity Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Management's Liquidity Plans (Textual) | |||||
Working capital | $ 6,802,378 | $ 6,802,378 | |||
Stockholders' equity | 7,074,781 | 7,074,781 | $ 8,697,974 | ||
Net loss | $ (1,906,539) | $ (1,527,822) | $ (4,138,649) | $ (2,744,122) |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of weighted-average Black-Scholes assumptions | ||||
Expected life | 8 years | 6 years | 7 years | 6 years |
Risk free interest rate | 2.14% | 1.25% | 2.12% | 1.25% |
Expected volatility | 79.00% | 79.00% | 79.00% | 79.00% |
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 | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 6,465,132 | 12,853,448 |
Warrants [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 951,635 | 7,940,733 |
Options [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 5,513,497 | 4,912,715 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | ||
U.S. Treasury bills | $ 1,157,982 | |
Certificates of deposit | 1,939,864 | |
Deferred offering costs | 35,154 | |
Unrecognized stock option compensation expense | $ 1,679,269 | |
Recognized options and wararnts vest over period | 4 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of accrued liabilities | ||
Lab services & supplies | $ 6,080 | $ 87,100 |
Professional fees | 50,031 | 17,760 |
Consultant fees | 2,500 | 2,500 |
Interest | 13,542 | 25,420 |
Other | 9,700 | |
Total accrued liabilities | $ 81,853 | $ 132,780 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies (Textual) | ||||
Rent expense | $ 56,595 | $ 40,640 | $ 111,810 | $ 75,035 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ 198,451 | $ 209,655 | $ 612,964 | $ 333,301 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | 76,267 | 103,537 | 142,960 | 174,744 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ 122,184 | $ 106,118 | $ 470,004 | $ 158,557 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Stock Options Outstanding | |
Balance - December 31, 2016 | shares | 4,652,497 |
Granted | shares | 1,031,000 |
Exercised | shares | (16,250) |
Cancelled | shares | (153,750) |
Balance - June 30, 2017 | shares | 5,513,497 |
Stock Options Exercisable | |
Balance - December 31, 2016 | shares | 1,908,883 |
Granted | shares | 100,000 |
Exercised | shares | |
Cancelled | shares | |
Balance - June 30, 2017 | shares | 2,745,159 |
Weighted Average Exercise Price Outstanding | |
Balance - December 31, 2016 | $ 0.92 |
Granted | 2.40 |
Exercised | |
Cancelled | |
Balance - June 30, 2017 | 0.98 |
Weighted Average Exercise Price Exercisable | |
Balance - December 31, 2016 | 0.41 |
Granted | 2.40 |
Exercised | |
Cancelled | |
Balance - June 30, 2017 | 0.59 |
Weighted Average Fair Value Vested | |
Balance - December 31, 2016 | 0.41 |
Granted | 6.25 |
Exercised | |
Cancelled | |
Balance - June 30, 2017 | $ 0.59 |
Weighted Average Contractual Life (Years) | |
Balance - December 31, 2016 | 8 years 2 months 27 days |
Granted | 6 years 2 months 30 days |
Balance - June 30, 2017 | 6 years 8 months 23 days |
Aggregate Intrinsic Value | |
Balance - December 31, 2016 | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Balance - June 30, 2017 | $ | $ 3,805,494 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 5,513,497 |
Stock Options Number Exercisable | 2,745,159 |
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 | 4 years 9 months 3 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 | 6 years 9 months 11 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.26 |
Stock Options Number Exercisable | 978,507 |
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 4 months 17 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 0.73 |
Stock Options Number Exercisable | 953,048 |
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 22 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1 |
Stock Options Number Exercisable | 166,457 |
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 | 8 years 6 months 10 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.10 |
Stock Options Number Exercisable | 3,959 |
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 4 months 13 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.17 |
Stock Options Number Exercisable | 31,875 |
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 | 125,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 8 years 7 months 6 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.22 |
Stock Options Number Exercisable | 44,271 |
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 | 8 years 8 months 2 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.50 |
Stock Options Number Exercisable | 13,333 |
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 | 8 years 8 months 9 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 1.55 |
Stock Options Number Exercisable | 353,750 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 1.55 |
Exercise Price 2.40 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Number Outstanding | 926,000 |
Stock Options Outstanding Weighted Average Remaining Contractual Term | 9 years 7 months 2 days |
Stock Options Outstanding Weighted Average Exercise Price | $ / shares | $ 2.40 |
Stock Options Number Exercisable | 127,083 |
Stock Options Exercisable Weighted Average Exercise Price | $ / shares | $ 2.40 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | ||||
Jun. 15, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 31, 2016 | |
Stockholders' Equity (Textual) | |||||||
Recognized options and wararnts vest over period | 4 years | ||||||
Proceeds from exercise options | $ 19,825 | $ 2,600 | |||||
Consultants [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of warrants exercised | 106,982 | ||||||
Cash proceeds from warrants | $ 29,491 | $ 29,491 | |||||
Stock Options [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of shares issue and outstanding, percentage | 20.00% | ||||||
Number of options granted to employee | 1,031,000 | ||||||
Performance based and continuous service vesting | The Company granted stock options to employees to purchase 1,031,000 shares of the Company’s common stock at an exercise price of $2.40 per share. The options have terms of ten years. Of the 1,031,000 stock options granted, 300,000 are subject to vesting based on continuous service over periods between zero and four years from the date of grant. The balance of the grant, or 731,000 shares, has performance-based vesting conditions and will be valued at the time the milestones are reached. The stock options have an aggregate grant date fair value of $528,580. | ||||||
Number of shares vesting | 300,000 | ||||||
Recognized options and wararnts vest over period | 4 years | ||||||
Exercise price of stock option | $ 2.40 | ||||||
Stock option aggregate grant fair value | $ 528,580 | ||||||
Options exercised | 16,250 | ||||||
Proceeds from exercise options | $ 19,825 | ||||||
Number of options cancelled | 48,750 | 105,000 | |||||
Warrant [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of warrants exercised | 926,588 | ||||||
Cash proceeds from warrants | $ 1,853,176 | ||||||
Additional proceeds amount | $ 522,326 | ||||||
Number of warrants expired | 4,695,846 | ||||||
Warrants outstanding and exercisable to purchase common stock | 951,635 | ||||||
Warrant exercise price per share | $ 0.39 | ||||||
Weighted average remaining contractual life, warrant | 6 years 4 days | ||||||
Aggregate intrinsic value, warrant | $ 1,291,950 | ||||||
2011 Plan [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of shares issue and outstanding, percentage | 20.00% | ||||||
Increase number of shares authorized and issuance | 7,171,540 | ||||||
Warrants issued to purchase common stock | 125,000 | ||||||
Remaining options to be issued | 1,506,793 | ||||||
Number of options granted to employee | 1,031,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Director [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transactions (Textual) | ||||
Annual compensation | $ 42,000 | |||
Payments of related party | $ 10,500 | $ 10,500 | $ 21,000 | $ 21,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 14, 2017 | Aug. 31, 2017 | Jun. 30, 2017 |
Subsequent Events (Textual) | |||
Warrants exercise price | $ 1.99 | ||
Warrants Terms | 5 years | ||
Subsequent Events [Member] | |||
Subsequent Events (Textual) | |||
Aggregate of sales | 3,438,053 | ||
Share price per unit | $ 1.50 | ||
Total proceeds of stock value | $ 5,160 | ||
Description of common stock purchase warrant | Each unit consists of one share of the Company's common stock and one common stock purchase warrant. Each warrant can be exercised at any time prior to June 30, 2020 for the purchase of one share of the Company's common stock at an exercise price of $2.25. | ||
Common stock of exercise price | $ 2.25 | ||
Two consultants [Member] | Subsequent Events [Member] | |||
Subsequent Events (Textual) | |||
Number of options granted to employee | 85,000 | ||
Common stock of exercise price | $ 2.02 | ||
Warrants issued to purchase common stock | 180,000 | ||
Stock options exercisable term | 10 years | ||
Two consultants [Member] | Subsequent Events [Member] | Minimum [Member] | |||
Subsequent Events (Textual) | |||
Recognized options and wararnts vest over period | 3 years | ||
Two consultants [Member] | Subsequent Events [Member] | Maximum [Member] | |||
Subsequent Events (Textual) | |||
Recognized options and wararnts vest over period | 4 years |