Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 34,561,491 | ||
Entity Common Stock, Shares Outstanding | 39,956,147 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 2,823,450 | $ 3,257,458 |
Investments | 5,629,009 | 5,428,962 |
Subscription receivable | 522,326 | |
Prepaid expenses and other current assets | 164,274 | 110,822 |
Total current assets | 8,616,733 | 9,319,568 |
Property and equipment, net | 176,531 | 230,512 |
Intangible assets, net | 23,051 | |
Other assets | 46,904 | 36,810 |
Total assets | 8,863,219 | 9,586,890 |
Current liabilities: | ||
Accounts payable | 492,015 | 103,294 |
Accrued liabilities | 249,158 | 132,780 |
Accrued payroll and other compensation | 503,133 | 447,641 |
Note payable, net of debt discount of $0 and $59 as of December 31, 2017 and 2016, respectively | 205,201 | |
Total liabilities | 1,244,306 | 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 December 31, 2017 and 2016, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 39,439,505 shares as of December 31, 2017 and 34,807,881 as of December 31, 2016 | 39,440 | 34,808 |
Additional paid-in capital | 31,822,161 | 23,072,702 |
Accumulated deficit | (24,242,688) | (14,409,536) |
Total stockholders' equity | 7,618,913 | 8,697,974 |
Total liabilities and stockholders' equity | $ 8,863,219 | $ 9,586,890 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 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 | 39,439,505 | 34,807,881 |
Common stock, outstanding | 39,439,505 | 34,807,881 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | 6,675,080 | 3,606,515 |
General and administrative | 3,184,166 | 2,470,062 |
Total operating expenses | 9,859,246 | 6,076,577 |
Operating loss | (9,859,246) | (6,076,577) |
Other income (expense): | ||
Interest income | 29,740 | 9,368 |
Interest expense | (3,587) | (7,594) |
Amortization of debt discount | (59) | (196) |
Total other income | 26,094 | 1,578 |
Net loss | $ (9,833,152) | $ (6,074,999) |
Basic and diluted net loss per share | $ (0.26) | $ (0.18) |
Weighted average common shares outstanding - basic and diluted | 37,478,883 | 33,130,424 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | APIC | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ 9,812,079 | $ 32,321 | $ 18,114,295 | $ (8,334,537) |
Beginning balance, Shares at Dec. 31, 2015 | 32,320,891 | |||
Stock based compensation | 735,429 | 735,429 | ||
Stock based compensation, Shares | ||||
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 | |||
Stock based compensation | 1,633,485 | 1,633,485 | ||
Stock based compensation, Shares | ||||
Exercise of employee stock options | $ 129,255 | $ 123 | 129,132 | |
Exercise of employee stock options, Shares | 123,333 | |||
Exercise of compensation options, Shares | 249,309 | |||
Exercise of warrants | $ 111,994 | $ 144 | 111,850 | |
Exercise of warrants, Shares | 143,650 | |||
Issuance of common stock | 5,157,080 | $ 3,438 | 5,153,642 | |
Issuance of common stock, Shares | 3,438,053 | |||
Deferred offering costs | (130,899) | (130,899) | ||
Exercise of IPO Warrants | 1,853,176 | $ 927 | 1,852,249 | |
Exercise of IPO Warrants, Shares | 926,588 | |||
Net loss | (9,833,152) | (9,833,152) | ||
Ending balance at Dec. 31, 2017 | $ 7,618,913 | $ 39,440 | $ 31,822,161 | $ (24,242,688) |
Ending balance, Shares at Dec. 31, 2017 | 39,439,505 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (9,833,152) | $ (6,074,999) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 57,526 | 57,978 |
Stock-based compensation | 1,633,485 | 735,429 |
Amortization of debt discount | 59 | 196 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (53,452) | (22,599) |
Accounts payable | 388,721 | (106,436) |
Accrued liabilities | 116,378 | (22,933) |
Accrued payroll and other compensation | 55,492 | 230,391 |
Net cash used in operating activities | (7,634,943) | (5,202,973) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,253) | (88,915) |
Capitalized patent costs | (23,343) | |
Payment for security deposit | (10,094) | (16,318) |
Purchases of investments | (21,414,722) | (14,093,162) |
Proceeds from redemptions of investments | 21,214,675 | 14,152,000 |
Net cash used in investing activities | (236,737) | (46,395) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 2,487,496 | 2,969,454 |
Repayment of note payable | (205,260) | |
Proceeds from exercise of compensation options | 731,085 | |
Proceeds from stock option exercises | 129,255 | 2,600 |
Proceeds from private offering, net | 5,026,181 | |
Net cash provided by financing activities | 7,437,672 | 3,703,139 |
Net decrease in cash | (434,008) | (1,546,229) |
Cash at beginning of year | 3,257,458 | 4,803,687 |
Cash at end of year | 2,823,450 | 3,257,458 |
Non-cash investing and financing activities: | ||
Subscription receivable from excercise of warrants | 522,326 | |
Cash paid: | ||
Income taxes paid | 2,057 | 1,300 |
Interest paid | $ 29,007 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Business Organization and Nature of Operations [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | Note 1 - Business Organization and Nature of Operations 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. |
Liquidity and Management's Plan
Liquidity and Management's Plans | 12 Months Ended |
Dec. 31, 2017 | |
Liquidity and Management's Plans [Abstract] | |
LIQUIDITY AND MANAGEMENT'S PLANS | Note 2 – Liquidity and Management’s Plans As of December 31, 2017, the Company had a cash and investments balance of $8,452,459 and working capital and stockholders’ equity of $7,372,427 and $7,618,913, respectively. During the year ended December 31, 2017, the Company incurred a net loss of $9,833,152. The Company has not generated any revenues, has incurred net losses since inception and does not expect to generate revenues in the near term. Factors such as these and the Company’s projected cash burn raise substantial doubt about the entity’s ability to continue as a going concern for at least one year from the issuance of these financial statements. Management’s plans, including the raising of debt and equity financing (see Note 13) and reducing certain expenses, alleviated the substantial doubt. 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 would necessitate 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, 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 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 $2,939,401, which are classified as held-to-maturity, and Certificates of Deposit of $2,689,608. 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 Capitalization of Patent Costs The Company capitalizes the costs of its patents which consists of legal and filing fees related to the prosecution of patent filings. The patents will be amortized using the straight-line method over the estimated remaining lives of the patents which is 20 years from the initial filing of the patent. Amortization for the year ended December 31, 2017 was $292 . 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, 2017 and 2016, 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, liabilities and equity 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 private offering. 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, 2017 and 2016. 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. The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. 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, 2017 and 2016. 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, 2017 and 2016. 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, (ii) the closing price of the Company’s common stock as reported by the TSX Venture Exchange or (iii) the closing price of the Company’s common stock as reported by NASDAQ 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 grant date or measurement date using the Black-Scholes pricing model. The fair value of each instrument is estimated on the grant date or measurement date 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 2017 2016 Expected life 7 years 6 years Risk free interest rate 2.23 % 1.31 % Expected volatility 80 % 79 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % As of December 31, 2017, total unrecognized stock option compensation expense is $2,175,601, 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, 2017 2016 Options 5,691,414 4,652,497 Warrants 4,533,020 6,681,051 Totals 10,224,434 11,333,548 Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies what constitutes a modification of a share-based payment award. The ASU is intended to provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 is effective for public entities for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not anticipate that the adoption of ASU 2017-09 will have a material impact on its financial condition or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which simplifies certain elements of cash flow classification. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The new guidance will be effective for annual periods beginning after December 15, 2017. The Company does not anticipate that the adoption of ASU 2016-15 will have a material impact on its financial condition or results of operations. 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 adopted this guidance as of January 1, 2017 and elected to account for forfeitures in the period they occur. The adoption of ASU No. 2016-09 did not have a material impact on the Company’s results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 4 - Property and Equipment Property and equipment consist of the following: As of December 31, 2017 2016 Lab equipment $ 309,007 $ 304,499 Computer and equipment 20,123 21,378 Total property and equipment 329,130 325,877 Less: accumulated depreciation (152,599 ) (95,365 ) Total property and equipment, net $ 176,531 $ 230,512 Depreciation expense related to property and equipment for the years ended December 31, 2017 and 2016 was $57,234 and $57,978, respectively. During the year ended December 31, 2017, the Company wrote off fully depreciated assets and adjusted the carrying value of the assets and accumulated depreciation by $8,891, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | Note 5 – Intangible Assets Intangible assets consist of the following: As of December 31, 2017 2016 Intangible assets: patents $ 23,343 $ - Less: amortization (292 ) - Total intangible assets, net $ 23,051 $ - Amortization expense for the year ended December 31, 2017 was $292. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
ACCRUED LIABILITIES | Note 6 – Accrued Liabilities Accrued liabilities consist of the following: As of December 31, 2017 2016 Lab services & supplies $ 11,477 $ 87,100 Professional fees 235,181 17,760 Consultant fees 2,500 2,500 Interest - 25,420 Total accrued liabilities $ 249,158 $ 132,780 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2017 | |
Note Payable [Abstract] | |
NOTE PAYABLE | Note 7 - Note Payable In 2013, the Company was awarded a grant from the Alzheimer’s Drug Discovery Foundation consisting of two promissory notes totaling $205,260. The notes had original terms of four years and were paid in full in 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8 - 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. 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” or “Licensors”) 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, 2017, 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 The 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, 2017, no royalties have been incurred under the agreement. All maintenance fees due and payable as of that date have been paid. Operating Leases The Company is a party to a lease agreement for laboratory space leased on a month-to month basis that is part of a shared facility in Menlo Park, California. In October 2017, the Company entered into a one-year lease agreement for office space in Fairfield, New Jersey at a cost of $13,080 per annum. Rent expense amounted to $236,374 and $171,294 for the years ended December 31, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | Note 9 - Income Taxes The tax effects of temporary differences that give rise to deferred tax assets are as follows: As of December 31, 2017 2016 Current: Accrued expenses $ 23,595 $ 51,174 Non-current: Stock compensation 359,364 163,221 Net operating loss carryforward 5,656,895 5,058,119 Research and development credit carry forward 417,882 267,325 Total deferred tax assets 6,457,736 5,539,839 Valuation allowance (6,457,736 ) (5,539,839 ) 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 December 31, 2017 2016 U.S. statutory federal rate (34.0 )% (34.0 )% State income taxes, net of federal tax (5.4 )% (5.1 )% Federal tax rate change 28.3 % - % Permanent differences 2.2 % 4.2 % Prior year true-ups 0.4 % - % R&D tax credit (0.8 )% (2.7 )% Change in valuation allowance 9.3 % 37.6 % Income tax provision (benefit) - % - % The income tax provision consists of the following: For the Years Ended December 31, 2017 2016 Federal Current $ - $ - Deferred (718,326 ) (1,815,660 ) State and local Current - - Deferred (199,571 ) (470,263 ) Change in valuation allowance 917,897 2,285,923 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, 2017 and 2016. As of December 31, 2017 and 2016, the change in valuation allowance was $917,897 and $2,285,923, 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 2013 remain subject to examination. At December 31, 2017 and 2016, the Company had approximately $21,000,000 and $13,000,000, 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. On December 22, 2017, new legislation was signed into law, informally titled the Tax Cuts and Jobs Act, which included, among other things, a provision to reduce the federal corporate income tax rate to 21%. Under ASC 740, Accounting for Income Taxes, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets have been revalued from 34% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. Deferred tax assets of approximately $9,200,000 have been revalued to approximately $6,500,000 with a corresponding decrease to the Company’s valuation allowance. Therefore, there was no net impact on the Company’s financial statements for the year ended December 31, 2017. On December 22, 2017, the SEC Staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of ASC Topic 740 in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act. The Company is complete with its accounting for the effects of the Tax Act, however, as additional guidance and interpretation may be issued by the U.S. Treasury Department, the IRS and other standard setting bodies, the Company may be required to make adjustment and/or additional disclosure relating to its gross deferred tax assets in 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Note 10 - Stockholders’ Equity Authorized Capital 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, 2017 and 2016, 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. Private Offering During the year ended December 31, 2017, the Company completed a private offering for total net proceeds of approximately $5.02 million (“Private Offering”), of which 289,334 units were sold to officers and directors. The Company issued an aggregate of 3,438,053 units at a price of $1.50 per unit. Each unit consists of one share of the Company’s common stock and one common stock purchase warrant (see “Warrants”). 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. 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. At December 31, 2017, 1,041,793 shares of the Company’s common stock were available for future issuance under the 2011 Plan. During the year ended December 31, 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. During the year ended December 31, 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, are subject to vesting over periods of three and four years and have an aggregate measurement date fair value of $269,416. During the year ended December 31, 2017, the Company granted stock options to a new member of its Board of Directors to purchase 200,000 shares of the Company’s common stock. The stock options have an exercise price of $4.60 per share and are exercisable during a ten-year term, are subject to vesting over four years and have an aggregate grant date fair value of $719,360. 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. In August 2017, the Company issued warrants to purchase 180,000 shares of the Company’s common stock to two consultants as compensation for consulting services they will provide the Company over a five-year period. Pursuant to applicable policies of the TSX-V, the shares issuable under the warrants will be counted against the limit of shares authorized for issuance under the 2011 Plan, notwithstanding that the warrants were not issued under the 2011 Plan. After giving effect to this limitation there were 1,041,793 shares remaining available for issuance under the 2011 Plan at December 31, 2017. During the year ended December 31, 2017, 123,333 stock options were exercised for cash proceeds of $129,255 and the Company cancelled 153,750 stock options. 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 and 26,486 were cancelled. The Company recorded stock-based compensation as follows: For the Years Ended 2017 2016 Research and development $ 884,032 $ 374,292 General and administrative 749,453 361,137 Total $ 1,633,485 $ 735,429 The following table represents stock option activity for the years ended December 31, 2017 and 2016: Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value 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 $ - Granted 1,316,000 - - - - - - Exercised (123,333 ) - - - - - - Cancelled (153,750 ) - - - - - - Balance – December 31, 2017 5,691,414 3,124,941 $ 1.16 $ 0.73 $ 0.73 6.87 $ 19,142,175 The following table summarizes information on stock options outstanding and exercisable as of December 31, 2017: Weighted Exercise Number Average Weighted Number Price Outstanding Contractual Term Exercise Price Exercisable $ 0.05 52,876 4.25 years $ 0.05 52,876 $ 0.26 1,024,810 6.28 years $ 0.26 1,022,536 $ 0.73 1,475,687 6.87 years $ 0.73 1,137,509 $ 1.00 313,124 7.56 years $ 1.00 206,457 $ 1.10 8,000 8.02 years $ 1.10 3,209 $ 1.17 51,605 7.87 years $ 1.17 22,230 $ 1.22 70,312 8.10 years $ 1.22 5,208 $ 1.50 28,000 8.17 years $ 1.50 6,333 $ 1.55 1,456,000 8.19 years $ 1.55 495,250 $ 2.02 85,000 9.61 years $ 2.02 33,750 $ 2.40 926,000 9.08 years $ 2.40 139,583 $ 4.60 200,000 9.94 years $ 4.60 - Totals 5,691,414 3,124,941 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. 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 year ended December 31, 2017, 4,695,846 unexercised warrants expired. During the year ended December 31, 2017, a total of 143,650 warrants were exercised for aggregate cash proceeds of $111,994. During the year ended December 31, 2017, the Company issued warrants to two consultants. The warrants are exercisable any time prior to August 7, 2022 for the purchase of an aggregate of 180,000 shares of common stock at an exercise price of $1.99 per share. 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, 2016, a total of 1,745,890 warrants were exercised for cash proceeds of $2,969,454 (see Note 11 - Subscription Receivable). The following table represents warrant activity for the years ended December 31, 2017 and 2016: Weighted Average Aggregate Warrants Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value 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 $ - Granted 3,618,053 - - - - - - Exercised (1,070,238 ) - - - - - - Cancelled (4,695,846 ) - - - - - - Balance – December 31, 2017 4,533,020 4,517,395 $ 1.85 $ 1.85 $ 1.00 3.21 $ 14,280,372 |
Subscription Receivable
Subscription Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Subscription Receivable [Abstract] | |
SUBSCRIPTION RECEIVABLE | Note 11 – 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, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 12 - Related Party Transactions Two of the Company’s Directors provide consulting, scientific and research and advisory services to the Company pursuant to agreements that provided for annual compensation of $42,000 each. During the fourth quarter of the year ended December 31, 2017, the Company modified the compensation terms under the agreements. The Company will continue to compensate Dr. Cohen and Dr. Barzilai for their ongoing consulting, scientific and research and advisory services at an annual rate of $20,000 per individual. In addition, both Dr. Barzilai and Dr. Cohen will receive a fee for serving on the Company’s Board of Directors. During each of the years ended December 31, 2017 and 2016, $36,500 and $42,000, respectively, was paid to each director by the Company for consulting fees. As of December 31, 2017 and 2016, no amounts were owed to either Director. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13 - 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. Subsequent to December 31, 2017, the Company issued Promissory Notes (the “Notes”) totaling $2,142,500. The Notes bear interest at the rate of 8% interest per annum and mature on March 29, 2021. The purchasers of the Notes also received warrants to purchase an aggregate of 428,500 shares of the Company’s common stock. The warrants are exercisable any time prior to March 29, 2021, subject to acceleration of the expiry date in certain circumstances, at an exercise price of $5.30 per share. Subsequent to December 31, 2017, the Company granted stock options to its employees to purchase a total of 280,000 shares of the Company’s common stock. The stock options have an exercise price of $5.30 per share and are exercisable during a ten year term subject to vesting periods that range from zero to four years. Subsequent to December 31, 2017, a total of 267,333 warrants were exercised for cash proceeds of $588,499 and 249,309 stock options were exercised for cash proceeds of $146,438. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 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 $2,939,401, which are classified as held-to-maturity, and Certificates of Deposit of $2,689,608. 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 |
CAPITALIZATION OF PATENT COSTS | Capitalization of Patent Costs The Company capitalizes the costs of its patents which consists of legal and filing fees related to the prosecution of patent filings. The patents will be amortized using the straight-line method over the estimated remaining lives of the patents which is 20 years from the initial filing of the patent. Amortization for the year ended December 31, 2017 was $292 . |
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, 2017 and 2016, 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, liabilities and equity 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 private offering. 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, 2017 and 2016. |
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. The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. 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, 2017 and 2016. 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, 2017 and 2016. |
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, (ii) the closing price of the Company’s common stock as reported by the TSX Venture Exchange or (iii) the closing price of the Company’s common stock as reported by NASDAQ 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 grant date or measurement date using the Black-Scholes pricing model. The fair value of each instrument is estimated on the grant date or measurement date 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 2017 2016 Expected life 7 years 6 years Risk free interest rate 2.23 % 1.31 % Expected volatility 80 % 79 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % As of December 31, 2017, total unrecognized stock option compensation expense is $2,175,601, 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, 2017 2016 Options 5,691,414 4,652,497 Warrants 4,533,020 6,681,051 Totals 10,224,434 11,333,548 |
RECENT ACCOUNTING PRONOUNCEMENTS | Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies what constitutes a modification of a share-based payment award. The ASU is intended to provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 is effective for public entities for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not anticipate that the adoption of ASU 2017-09 will have a material impact on its financial condition or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which simplifies certain elements of cash flow classification. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The new guidance will be effective for annual periods beginning after December 15, 2017. The Company does not anticipate that the adoption of ASU 2016-15 will have a material impact on its financial condition or results of operations. 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 adopted this guidance as of January 1, 2017 and elected to account for forfeitures in the period they occur. The adoption of ASU No. 2016-09 did not have a material impact on the Company’s results of operations. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Years Ended 2017 2016 Expected life 7 years 6 years Risk free interest rate 2.23 % 1.31 % Expected volatility 80 % 79 % 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, 2017 2016 Options 5,691,414 4,652,497 Warrants 4,533,020 6,681,051 Totals 10,224,434 11,333,548 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | As of December 31, 2017 2016 Lab equipment $ 309,007 $ 304,499 Computer and equipment 20,123 21,378 Total property and equipment 329,130 325,877 Less: accumulated depreciation (152,599 ) (95,365 ) Total property and equipment, net $ 176,531 $ 230,512 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | As of December 31, 2017 2016 Intangible assets: patents $ 23,343 $ - Less: amortization (292 ) - Total intangible assets, net $ 23,051 $ - |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | As of December 31, 2017 2016 Lab services & supplies $ 11,477 $ 87,100 Professional fees 235,181 17,760 Consultant fees 2,500 2,500 Interest - 25,420 Total accrued liabilities $ 249,158 $ 132,780 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2017 2016 Current: Accrued expenses $ 23,595 $ 51,174 Non-current: Stock compensation 359,364 163,221 Net operating loss carryforward 5,656,895 5,058,119 Research and development credit carry forward 417,882 267,325 Total deferred tax assets 6,457,736 5,539,839 Valuation allowance (6,457,736 ) (5,539,839 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of statutory federal income tax rate | For the Years Ended December 31, 2017 2016 U.S. statutory federal rate (34.0 )% (34.0 )% State income taxes, net of federal tax (5.4 )% (5.1 )% Federal tax rate change 28.3 % - % Permanent differences 2.2 % 4.2 % Prior year true-ups 0.4 % - % R&D tax credit (0.8 )% (2.7 )% Change in valuation allowance 9.3 % 37.6 % Income tax provision (benefit) - % - % |
Schedule of income tax provision | For the Years Ended December 31, 2017 2016 Federal Current $ - $ - Deferred (718,326 ) (1,815,660 ) State and local Current - - Deferred (199,571 ) (470,263 ) Change in valuation allowance 917,897 2,285,923 Income tax provision (benefit) $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Schedule of stock-based compensation | For the Years Ended 2017 2016 Research and development $ 884,032 $ 374,292 General and administrative 749,453 361,137 Total $ 1,633,485 $ 735,429 |
Schedule of stock option activity | Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 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 $ - Granted 1,316,000 - - - - - - Exercised (123,333 ) - - - - - - Cancelled (153,750 ) - - - - - - Balance – December 31, 2017 5,691,414 3,124,941 $ 1.16 $ 0.73 $ 0.73 6.87 $ 19,142,175 |
Schedule of stock options outstanding and exercisable | Weighted Exercise Number Average Weighted Number Price Outstanding Contractual Term Exercise Price Exercisable $ 0.05 52,876 4.25 years $ 0.05 52,876 $ 0.26 1,024,810 6.28 years $ 0.26 1,022,536 $ 0.73 1,475,687 6.87 years $ 0.73 1,137,509 $ 1.00 313,124 7.56 years $ 1.00 206,457 $ 1.10 8,000 8.02 years $ 1.10 3,209 $ 1.17 51,605 7.87 years $ 1.17 22,230 $ 1.22 70,312 8.10 years $ 1.22 5,208 $ 1.50 28,000 8.17 years $ 1.50 6,333 $ 1.55 1,456,000 8.19 years $ 1.55 495,250 $ 2.02 85,000 9.61 years $ 2.02 33,750 $ 2.40 926,000 9.08 years $ 2.40 139,583 $ 4.60 200,000 9.94 years $ 4.60 - Totals 5,691,414 3,124,941 |
Schedule of warrant activity | Weighted Average Aggregate Warrants Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value 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 $ - Granted 3,618,053 - - - - - - Exercised (1,070,238 ) - - - - - - Cancelled (4,695,846 ) - - - - - - Balance – December 31, 2017 4,533,020 4,517,395 $ 1.85 $ 1.85 $ 1.00 3.21 $ 14,280,372 |
Management's Liquidity Plans (D
Management's Liquidity Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Going Concern and Management's Liquidity Plans (Textual) | |||
Cash and investments | $ 8,452,459 | ||
Working capital | 7,372,427 | ||
Stockholders' equity | 7,618,913 | $ 8,697,974 | $ 9,812,079 |
Net loss | $ (9,833,152) | $ (6,074,999) |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of weighted-average Black-Scholes assumptions | ||
Expected life | 7 years | 6 years |
Risk free interest rate | 2.23% | 1.31% |
Expected volatility | 80.00% | 79.00% |
Expected dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 10,224,434 | 11,333,548 |
Options [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 5,691,414 | 4,652,497 |
Warrants [Member] | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 4,533,020 | 6,681,051 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Summary of Significant Accounting Policies (Textual) | |
U.S. Treasury bills | $ 2,939,401 |
Certificates of deposit | 2,689,608 |
Amortization | 292 |
Unrecognized stock option compensation expense | $ 2,175,601 |
Estimated useful lives of the assets | 20 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 329,130 | $ 325,877 |
Less: accumulated depreciation | (152,599) | (95,365) |
Total property and equipment, net | 176,531 | 230,512 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 309,007 | 304,499 |
Computer and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 20,123 | $ 21,378 |
Property and Equipment (Detai32
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 57,234 | $ 57,978 |
Adjusted the carrying value of the assets and accumulated depreciation | $ 8,891 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible Assets [Abstract] | ||
Intangible assets: patents | $ 23,343 | |
Less: amortization | (292) | |
Total intangible assets, net | $ 23,051 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Intangible Assets (Textual) | |
Amortization expense | $ 292 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Abstract] | ||
Lab services & supplies | $ 11,477 | $ 87,100 |
Professional fees | 235,181 | 17,760 |
Consultant fees | 2,500 | 2,500 |
Interest | 25,420 | |
Total accrued liabilities | $ 249,158 | $ 132,780 |
Note Payable (Details)
Note Payable (Details) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2013USD ($)PrommisoryNotes | Dec. 31, 2017 | |
Note Payable (Textual) | ||
Promissory notes | $ | $ 205,260 | |
Original terms of debt | 4 years | |
Number of promissory notes | PrommisoryNotes | 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies (Textual) | |||
Rent expense | $ 236,374 | $ 171,294 | |
Rent expense for space | $ 13,080 | ||
2011 Exclusive Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Milestone payment | $ 765,000 | ||
License reduced percentage | 50.00% | ||
Aggregate maintenance fees for first three years | $ 80,000 | ||
Maintenance fees annually after first three 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 three 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, 2017 | Dec. 31, 2016 |
Current: | ||
Accrued expenses | $ 23,595 | $ 51,174 |
Non-current: | ||
Stock compensation | 359,364 | 163,221 |
Net operating loss carryforward | 5,656,895 | 5,058,119 |
Research and development credit carry forward | 417,882 | 267,325 |
Total deferred tax assets | 6,457,736 | 5,539,839 |
Valuation allowance | (6,457,736) | (5,539,839) |
Deferred tax asset, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
U.S. statutory federal rate | (34.00%) | (34.00%) |
State income taxes, net of federal tax | (5.40%) | (5.10%) |
Federal tax rate change | 28.30% | |
Permanent differences | 2.20% | 4.20% |
Prior year true-ups | 0.40% | |
R&D tax credit | (0.80%) | (2.70%) |
Change in valuation allowance | 9.30% | 37.60% |
Income tax provision (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | ||
Current | ||
Deferred | (718,326) | (1,815,660) |
State and local | ||
Current | ||
Deferred | (199,571) | (470,263) |
Change in valuation allowance | 917,897 | 2,285,923 |
Income tax provision (benefit) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | |||
Net operating loss carryovers | $ 21,000,000 | $ 13,000,000 | |
Change in valuation allowance | $ 917,897 | $ 2,285,923 | |
Operating loss carry forwards, description | The net operating loss carry forwards, if not utilized, will begin to expire from 2029 to 2036 for federal and state purposes. | ||
Federal corporate income tax rate | 21.00% | 34.00% | |
Deferred tax assets | $ 9,200,000 | ||
Deferred tax assets revalued | $ 6,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total | $ 1,633,485 | $ 735,429 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total | 884,032 | 374,292 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total | $ 749,453 | $ 361,137 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options Outstanding | ||
Exercised | (249,309) | |
Stock Options [Member] | ||
Stock Options Outstanding | ||
Beginning Balance | 4,652,497 | 3,724,083 |
Granted | 1,316,000 | 1,696,000 |
Exercised | (123,333) | (741,100) |
Cancelled | (153,750) | (26,486) |
Ending Balance | 5,691,414 | 4,652,497 |
Stock Options Exercisable | ||
Beginning Balance | 1,908,883 | 1,963,948 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 3,124,941 | 1,908,883 |
Weighted Average Exercise Price Outstanding | ||
Beginning Balance | $ 0.92 | $ 0.67 |
Granted | 1.50 | |
Exercised | ||
Cancelled | ||
Ending Balance | 1.16 | 0.92 |
Weighted Average Exercise Price Exercisable | ||
Beginning Balance | 0.41 | 0.34 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 0.73 | 0.41 |
Weighted Average Fair Value Vested | ||
Beginning Balance | 0.41 | 0.34 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 0.73 | $ 0.41 |
Weighted Average Contractual Life (Years) | ||
Beginning Balance | 8 years 2 months 27 days | 7 years 1 month 2 days |
Granted | 0 years | 6 years 2 months 30 days |
Exercised | 0 years | 0 years |
Cancelled | 0 years | 0 years |
Ending Balance | 6 years 10 months 14 days | 8 years 2 months 27 days |
Aggregate Intrinsic Value | ||
Beginning Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 19,142,175 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 5,691,414 |
Stock Options, Number Exercisable | 3,124,941 |
Exercise Price 0.05 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 52,876 |
Stock Options, Weighted Average Remaining Contractual Term | 4 years 2 months 30 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.05 |
Stock Options, Number Exercisable | 52,876 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.05 |
Exercise Price 0.26 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 1,024,810 |
Stock Options, Weighted Average Remaining Contractual Term | 6 years 3 months 11 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.26 |
Stock Options, Number Exercisable | 1,022,536 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.26 |
Exercise Price 0.73 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 1,475,687 |
Stock Options, Weighted Average Remaining Contractual Term | 6 years 10 months 14 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.73 |
Stock Options, Number Exercisable | 1,137,509 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.73 |
Exercise Price 1.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 313,124 |
Stock Options, Weighted Average Remaining Contractual Term | 7 years 6 months 21 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1 |
Stock Options, Number Exercisable | 206,457 |
Stock Options, 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 | 8,000 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 7 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1.10 |
Stock Options, Number Exercisable | 3,209 |
Stock Options, 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 | 51,605 |
Stock Options, Weighted Average Remaining Contractual Term | 7 years 10 months 14 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1.17 |
Stock Options, Number Exercisable | 22,230 |
Stock Options, 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 | 70,312 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 1 month 6 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1.22 |
Stock Options, Number Exercisable | 5,208 |
Stock Options, 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 | 28,000 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 2 months 1 day |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1.50 |
Stock Options, Number Exercisable | 6,333 |
Stock Options, 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, Weighted Average Remaining Contractual Term | 8 years 2 months 8 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1.55 |
Stock Options, Number Exercisable | 495,250 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 1.55 |
Exercise Price 2.02 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 85,000 |
Stock Options, Weighted Average Remaining Contractual Term | 9 years 7 months 10 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 2.02 |
Stock Options, Number Exercisable | 33,750 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 2.02 |
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, Weighted Average Remaining Contractual Term | 9 years 29 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 2.40 |
Stock Options, Number Exercisable | 139,583 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 2.40 |
Exercise Price 4.60 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Number Outstanding | 200,000 |
Stock Options, Weighted Average Remaining Contractual Term | 9 years 11 months 8 days |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 4.60 |
Stock Options, Number Exercisable | |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 4.60 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants Outstanding | ||
Exercised | 249,309 | |
Warrant [Member] | ||
Warrants Outstanding | ||
Beginning Balance | 6,681,051 | 7,936,391 |
Granted | 3,618,053 | 490,550 |
Exercised | (1,070,238) | (1,745,890) |
Cancelled | (4,695,846) | |
Ending Balance | 4,533,020 | 6,681,051 |
Warrants Exercisable | ||
Beginning Balance | 6,618,551 | 7,936,391 |
Granted | 428,050 | |
Exercised | (1,745,890) | |
Cancelled | ||
Ending Balance | 4,517,395 | 6,618,551 |
Weighted Average Exercise Price Outstanding | ||
Beginning Balance | $ 1.74 | $ 1.80 |
Granted | ||
Cancelled | ||
Exercised | ||
Ending Balance | 1.85 | 1.74 |
Weighted Average Exercise Price Exercisable | ||
Beginning Balance | 1.74 | 1.80 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 1.85 | 1.74 |
Weighted Average Fair Value Vested | ||
Beginning Balance | 0.41 | 0.41 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 1 | $ 0.41 |
Weighted Average Contractual Life (Years) | ||
Beginning Balance | 11 months 23 days | 1 year 9 months 18 days |
Ending Balance | 3 years 2 months 16 days | 11 months 23 days |
Aggregate Intrinsic Value | ||
Beginning Balance | ||
Ending Balance | $ 14,280,372 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2017 | Jun. 15, 2017 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity (Textual) | |||||||
Authorized to issue and sale, shares | 80,000,000 | 80,000,000 | |||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock, outstanding | |||||||
Recognized options and warrants vest over period | 5 years | ||||||
Options exercised | 249,309 | ||||||
Proceeds from exercise options | $ 129,255 | $ 2,600 | |||||
Stock-based compensation | $ 1,633,485 | $ 735,429 | |||||
Warrant exercise price per share | $ 5.30 | ||||||
Stock units issued value | $ 5,157,080 | ||||||
Consultants Two [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of options granted | 85,000 | ||||||
Performance based and continuous service vesting, description | The stock options have an exercise price of $2.02 per share and are exercisable during a ten-year term, are subject to vesting over periods of three and four years and have an aggregate measurement date fair value of $269,416. | ||||||
Recognized options and warrants vest over period | 4 years | ||||||
Exercise price of stock option | $ 2.02 | ||||||
Stock option aggregate grant fair value | $ 269,416 | ||||||
Weighted average remaining contractual life, warrant | 5 years | ||||||
Stock units shares sold | 180,000 | ||||||
Share price | $ 1.99 | ||||||
Stock Options [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of shares issue and outstanding, percentage | 20.00% | ||||||
Warrants issued to purchase common stock | 180,000 | ||||||
Number of options granted | 1,031,000 | ||||||
Performance based and continuous service vesting, description | 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. | 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. | |||||
Number of shares vesting | 300,000 | ||||||
Recognized options and warrants vest over period | 4 years | ||||||
Exercise price of stock option | $ 2.40 | ||||||
Stock option aggregate grant fair value | $ 528,580 | ||||||
Options exercised | 123,333 | 10,000 | |||||
Number of options cancelled | 153,750 | 26,486 | |||||
Options expired | Jul. 6, 2016 | ||||||
Stock Options [Member] | Officers and Directors [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of options granted | 200,000 | ||||||
Performance based and continuous service vesting, description | The stock options have an exercise price of $4.60 per share and are exercisable during a ten-year term, are subject to vesting over four years and have an aggregate grant date fair value of $719,360. | ||||||
Recognized options and warrants vest over period | 4 years | ||||||
Stock option aggregate grant fair value | $ 719,360 | ||||||
Compensation Options [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Aggregate shares of common stock | 731,100 | ||||||
Options exercised | 731,100 | ||||||
Number of options granted to agents | 786,696 | ||||||
Cash proceeds from warrants | $ 731,100 | ||||||
Option granted exercise price | $ 1 | ||||||
Description of warrants | 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. | ||||||
Warrant [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Warrants issued to purchase common stock | 125,000 | 365,550 | |||||
Number of options granted | 3,618,053 | 490,550 | |||||
Performance based and continuous service vesting, description | 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. | ||||||
Options exercised | (1,070,238) | (1,745,890) | |||||
Number of options cancelled | 4,695,846 | ||||||
Number of warrants exercised | 926,588 | 143,650 | |||||
Cash proceeds from warrants | $ 1,853,176 | $ 111,994 | $ 2,969,454 | ||||
Additional proceeds amount | $ 522,326 | ||||||
Number of warrants expired | 4,695,846 | ||||||
Warrant exercised | 1,745,890 | ||||||
Warrant exercise price per share | $ 1.15 | ||||||
Aggregate intrinsic value | $ 14,280,372 | ||||||
2011 Plan [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Number of shares issue and outstanding, percentage | 20.00% | 20.00% | |||||
Remaining options to be issued | 1,041,793 | ||||||
Increase number of shares authorized and issuance | 7,171,540 | ||||||
Warrants issued to purchase common stock | 125,000 | ||||||
Employees [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Stock option granted to employee | 280,000 | ||||||
Options exercised | 123,333 | 10,000 | |||||
Private Offering [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Proceeds from issuance, net | $ 5,020,000 | ||||||
Private Offering [Member] | Officers and Directors [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Warrants issued to purchase common stock | 3,438,053 | ||||||
Exercise price of stock option | $ 4.60 | ||||||
Warrant exercise price per share | $ 1.50 | ||||||
Stock units shares sold | 289,334 | ||||||
Description of warrants | 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 $2.25. |
Subscription Receivable (Detail
Subscription Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Subscription Receivable (Textual) | ||
Warrants exercised | 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, 2017 | Dec. 31, 2016 | |
Related Party Transactions (Textual) | ||
Annual compensation | $ 42,000 | |
Advisory services annual rate | 20,000 | |
Payments of related party | $ 36,500 | $ 42,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Subsequent Events (Textual) | ||
Warrants exercised | 267,333 | |
Cash proceeds of warrants | $ 588,499 | |
Proceeds from exercise of unit options | 249,309 | |
Proceeds from stock option exercised | $ 146,438 | |
Notes interest per annum | 8.00% | |
Common stock per share price | $ 5 | |
Warrant exercise price per share | $ 5.30 | |
Promissory note issued | $ 2,142,500 | |
Note maturity | Mar. 29, 2021 | |
Employee [Member] | ||
Subsequent Events (Textual) | ||
Proceeds from exercise of unit options | 123,333 | 10,000 |
Stock option granted to employee | 280,000 | |
Stock options exercise price | $ 5.30 | |
Stock options exercisable term, description | Exercisable during a ten year term subject to vesting periods that range from zero to four years. | |
Warrants to purchase shares of common stock | 428,500 |