Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 13, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CohBar, Inc. | ||
Entity Central Index Key | 0001522602 | ||
Trading Symbol | CWBR | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 185,989,359 | ||
Entity Common Stock, Shares Outstanding | 42,678,466 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 5,722,342 | $ 2,823,450 |
Investments | 16,460,426 | 5,629,009 |
Prepaid expenses and other current assets | 260,630 | 164,274 |
Total current assets | 22,443,398 | 8,616,733 |
Property and equipment, net | 520,740 | 176,531 |
Intangible assets, net | 20,233 | 23,051 |
Other assets | 56,793 | 46,904 |
Total assets | 23,041,164 | 8,863,219 |
Current liabilities: | ||
Accounts payable | 1,142,735 | 492,015 |
Accrued liabilities | 351,813 | 249,158 |
Accrued payroll and other compensation | 667,661 | 503,133 |
Total current liabilities | 2,162,209 | 1,244,306 |
Notes payable, net of debt discount and offering costs of $986,163 and $0 as of December 31, 2018 and 2017, respectively | 2,916,337 | |
Total liabilities | 5,078,546 | 1,244,306 |
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, 2018 and 2017, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 42,578,208 shares as of December 31, 2018 and 39,439,505 as of December 31, 2017 | 42,578 | 39,440 |
Additional paid-in capital | 57,868,593 | 31,822,161 |
Accumulated deficit | (39,948,553) | (24,242,688) |
Total stockholders' equity | 17,962,618 | 7,618,913 |
Total liabilities and stockholders' equity | $ 23,041,164 | $ 8,863,219 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Debt discount of note payable and offering costs, current | $ 986,163 | $ 0 |
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 | 42,578,208 | 39,439,505 |
Common stock, outstanding | 42,578,208 | 39,439,505 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | 10,034,613 | 6,675,080 |
General and administrative | 5,299,717 | 3,184,166 |
Total operating expenses | 15,334,330 | 9,859,246 |
Operating loss | (15,334,330) | (9,859,246) |
Other income (expense): | ||
Interest income | 185,614 | 29,740 |
Interest expense | (231,999) | (3,587) |
Amortization of debt discount and offering costs | (325,150) | (59) |
Total other (expense) income | (371,535) | 26,094 |
Net loss | $ (15,705,865) | $ (9,833,152) |
Basic and diluted net loss per share | $ (0.38) | $ (0.26) |
Weighted average common shares outstanding - basic and diluted | 41,254,411 | 37,478,883 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | APIC | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2016 | $ 34,808 | $ 23,072,702 | $ (14,409,536) | $ 8,697,974 |
Beginning balance, shares at Dec. 31, 2016 | 34,807,881 | |||
Stock based compensation | 1,633,485 | 1,633,485 | ||
Stock based compensation, shares | ||||
Issuance of common stock | $ 3,438 | 5,153,642 | 5,157,080 | |
Issuance of common stock, shares | 3,438,053 | |||
Deferred offering costs | (130,899) | (130,899) | ||
Exercise of employee stock options | $ 123 | 129,132 | 129,255 | |
Exercise of employee stock options, shares | 123,333 | |||
Exercise of IPO warrants | $ 927 | 1,852,249 | 1,853,176 | |
Exercise of IPO warrants, shares | 926,588 | |||
Exercise of warrants | $ 144 | 111,850 | 111,994 | |
Exercise of warrants, shares | 143,650 | |||
Net loss | (9,833,152) | (9,833,152) | ||
Ending balance at Dec. 31, 2017 | $ 39,440 | 31,822,161 | (24,242,688) | 7,618,913 |
Ending balance, shares at Dec. 31, 2017 | 39,439,505 | |||
Stock based compensation | 4,318,993 | 4,318,993 | ||
Stock based compensation, shares | ||||
Issuance of common stock | $ 2,187 | 19,397,672 | 19,399,859 | |
Issuance of common stock, shares | 2,186,855 | |||
Offering costs | (95,778) | (95,778) | ||
Debt discount on notes | 1,253,390 | 1,253,390 | ||
Exercise of employee stock options | $ 602 | 494,264 | 494,866 | |
Exercise of employee stock options, shares | 602,533 | |||
Exercise of warrants | $ 349 | 677,891 | 678,240 | |
Exercise of warrants, shares | 349,315 | |||
Net loss | (15,705,865) | (15,705,865) | ||
Ending balance at Dec. 31, 2018 | $ 42,578 | $ 57,868,593 | $ (39,948,553) | $ 17,962,618 |
Ending balance, shares at Dec. 31, 2018 | 42,578,208 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (15,705,865) | $ (9,833,152) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 79,128 | 57,526 |
Loss on disposal of property and equipment | 1,084 | |
Stock-based compensation | 4,318,993 | 1,633,485 |
Amortization of debt discount | 311,125 | 59 |
Amortization of debt issuance costs | 14,025 | |
Discount on investments | 29,583 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (96,356) | (53,452) |
Accounts payable | 650,720 | 388,721 |
Accrued liabilities | 102,655 | 116,378 |
Accrued payroll and other compensation | 164,528 | 55,492 |
Net cash used in operating activities | (10,130,380) | (7,634,943) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (423,342) | (3,253) |
Patent costs | 1,739 | (23,343) |
Payment for security deposit | (9,889) | (10,094) |
Purchases of investments | (41,402,000) | (21,414,722) |
Proceeds from redemptions of investments | 30,541,000 | 21,214,675 |
Net cash used in investing activities | (11,292,492) | (236,737) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 3,902,500 | |
Debt issuance costs | (57,923) | |
Proceeds from the Controlled Equity Offering, net | 19,304,081 | |
Proceeds from exercise of warrants | 678,240 | 2,487,496 |
Repayment of note payable | (205,260) | |
Proceeds from private offering, net | 5,026,181 | |
Proceeds from exercise of employee stock options | 494,866 | 129,255 |
Net cash provided by financing activities | 24,321,764 | 7,437,672 |
Net increase (decrease) in cash | 2,898,892 | (434,008) |
Cash at beginning of period | 2,823,450 | 3,257,458 |
Cash at end of period | 5,722,342 | 2,823,450 |
Non-cash investing and financing activities: | ||
Warrants issued in connection with note payable | 1,253,390 | |
Cash paid for: | ||
Income taxes | 1,508 | 2,057 |
Interest | $ 29,007 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | Note 1 - Business Organization and Nature of Operations CohBar, Inc. (“CohBar,” “its” or the “Company”) is a clinical stage biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs), a novel and emerging class of therapeutics that have the potential to treat a wide range of diseases associated with aging and metabolic dysfunction, including non-alcoholic steatohepatitis (NASH), obesity, type 2 diabetes mellitus (T2D), cancer, atherosclerosis, cardiovascular disease and neurodegenerative diseases such as Alzheimer’s disease. The Company’s primary activities include the research and development of its MBT pipeline, securing intellectual property protection for its discoveries and assets, 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, private placements, the exercise of outstanding warrants and stock options and the issuance of debt instruments. |
Liquidity and Management's Plan
Liquidity and Management's Plans | 12 Months Ended |
Dec. 31, 2018 | |
Liquidity and Management's Plans [Abstract] | |
LIQUIDITY AND MANAGEMENT’S PLANS | Note 2 – Liquidity and Management's Plans As of December 31, 2018, the Company had a cash and investments balance of $22,182,768 and working capital and stockholders' equity of $20,281,189 and $17,962,618 respectively. During the year ended December 31, 2018, the Company incurred a net loss of $15,705,865. Based on current budget assumptions, projected cash burn, and the cash and investments on hand as of December 31, 2018, the Company believes it has sufficient capital to meet its operating expenses and obligations for the next twelve months from the date of this filing. However, if unanticipated difficulties or circumstances arise the Company may require additional capital sooner to support its operations. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its research and development activities and/or other operations until such time as additional capital becomes available. 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, 2018 | |
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 $14,339,630, which are classified as held-to-maturity, and Certificates of Deposit of $2,120,796. 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, 2018 was $1,079 . 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, 2018 and 2017, the Company did not have any cash equivalents. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. 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, investments 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, 2018 and 2017. 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, 2018 and 2017. 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, 2018 and 2017. 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 by Nasdaq, (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 on the OTCQX marketplace 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. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. 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 2018 2017 Expected life 4 years 7 years Risk free interest rate 2.62 % 2.23 % Expected volatility 84 % 80 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % As of December 31, 2018, total unrecognized stock compensation expense was $4,103,258, 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, 2018 2017 Options 5,488,282 5,691,414 Warrants 4,964,205 4,533,020 Totals 10,452,487 10,224,434 Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ( ) Revenue from Contracts with Customers In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including, but not limited to, the following: Income Statement - Reporting Comprehensive Income – Overall Debt - Modifications and Extinguishments Distinguishing Liabilities from Equity – Overall Compensation - Stock Compensation - Income Taxes Fair Value Measurement – Overall 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 adoption of ASU 2017-09 did not have a material impact on the financial statements contained herein. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 4 - Property and Equipment Property and equipment consist of the following: As of December 31, 2018 2017 Lab equipment $ 727,450 $ 309,007 Computer and equipment 23,191 20,123 Total property and equipment $ 750,641 $ 329,130 Less: accumulated depreciation (229,901 ) (152,599 ) Total property and equipment, net $ 520,740 $ 176,531 Depreciation expense related to property and equipment for the years ended December 31, 2018 and 2017 was $78,049 and $57,234, 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, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Note 5 – Intangible Assets Intangible assets consist of the following: As of December 31, 2018 2017 Intangible assets: patents $ 21,604 $ 23,343 Less: amortization (1,371 ) (292 ) Total intangible assets, net $ 20,233 $ 23,051 Amortization expense for the years ended December 31, 2018 and 2017 was $1,079 and $292, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | Note 6 – Accrued Liabilities Accrued liabilities consist of the following: As of December 31, 2018 2017 Lab services & supplies $ 7,786 $ 11,477 Professional fees 106,478 235,181 Consultant fees 3,750 2,500 Interest 231,999 - Other 1,800 - Total accrued liabilities $ 351,813 $ 249,158 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Note 7 - Notes Payable During the year ended December 31, 2018, the Company entered into Note and Warrant Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) pursuant to which the Company issued to the Investors $3,902,500 aggregate principal amount of its 8% Unsecured Promissory Notes due in March 2021 (the “Notes”). The Notes were issued together with warrants to purchase up to an aggregate of 780,500 shares of the Company’s common stock. Notes in the aggregate amount of $532,500 were purchased by officers and directors of the Company. The warrants are exercisable any time prior to March 29, 2021. The Company determined the fair value of the warrants issued using the Black-Scholes pricing model with the following assumptions: For The Year Ended December 31, 2018 Expected life 3 years Risk free interest rate 2.39% - 2.51% Expected volatility 68.85% - 68.89% Expected dividend yield 0% Forfeiture rate 0% The fair value of the warrants was $1,253,390. The Company also incurred costs of $57,923 to issue the debt, which offset the carrying value of the Notes. During the twelve months ended December 31, 2018, the Company amortized $325,150 of the debt discount and issuance costs leaving a net Notes payable balance at December 31, 2018 of $2,916,337. 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, 2018 | |
Commitments and Contingencies Disclosure [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. In November 2018, the Regents accepted the Company’s payment for an additional year of license maintenance. Through December 31, 2018, 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, 2018, 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. In October 2018, the Company renewed its lease in Fairfield, New Jersey for an additional year at the same annual cost. Rent expense amounted to $298,972 and $236,374 for the years ended December 31, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [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, 2018 2017 Current: Accrued expenses $ 168,068 $ 23,595 Stock compensation 632,254 359,364 Net operating loss carryforward 8,949,957 5,656,895 Research and development credit carry forward 488,942 417,882 Total deferred tax assets 10,239,221 6,457,736 Valuation allowance (10,239,221 ) (6,457,736 ) 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 2018 2017 U.S. statutory federal rate (21.0 )% (34.0 )% State income taxes, net of federal tax (7.0 )% (5.4 )% Federal tax rate change - % 28.3 % Permanent differences 5.4 % 2.2 % Prior year true-ups 0.2 % 0.4 % R&D tax credit (0.5 )% (0.8 )% Change in valuation allowance 22.9 % 9.3 % Income tax provision (benefit) - % - % The income tax provision consists of the following: For the Years Ended 2018 2017 Federal Current $ - $ - Deferred (2,837,776 ) (718,326 ) State and local Current - - Deferred (943,709 ) (199,571 ) Change in valuation allowance 3,781,485 917,897 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, 2018 and 2017. As of December 31, 2018 and 2017, the change in valuation allowance was $3,781,485 and $917,897, 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 2014 remain subject to examination. At December 31, 2018 and 2017, the Company had approximately $32,000,000 and $21,000,000, respectively, of federal and state net operating loss carryovers that may be available to offset future taxable income. The Company’s 2017 and prior federal and state net operating loss carry forwards, if not utilized, will begin to expire from 2029 to 2038. Beginning with 2018, and for subsequent years, the Company’s NOLs will have indefinite lives for federal tax 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. As of December 31, 2017, deferred tax assets of approximately $9,200,000 were 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [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, 2018, and 2017, 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. Controlled Equity Offering During the year ended December 31, 2018, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. as sales agent. The Company issued 2,186,855 shares of its common stock under the Controlled Equity Offering program for proceeds of $19,304,081, net of commissions and professional fees of $95,778. Private Offering During the year ended December 31, 2017, the Company completed a private offering for total net proceeds of approximately $5,026,181 (“Private Offering”). The Company issued an aggregate of 3,438,053 units at a price of $1.50 per unit, of which 289,334 units were sold to officers and directors. 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, as amended (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. On June 19, 2018, the Company’s stockholders approved an amendment to the 2011 Plan previously adopted by the Company’s board of directors on April 20, 2018 (the “2018 Amendment”). The 2018 Amendment increased the number of shares authorized for issuance under the 2011 Plan to a total of 10,000,000. As of December 31, 2018, there were 3,775,852 shares remaining available for issuance under the 2011 Plan. During the year ended December 31, 2018, the Company granted stock options to employees to purchase 860,000 shares of the Company’s common stock at an exercise prices that ranged between $3.57 to $8.86 per share. The options have terms of ten years. The stock options have an aggregate grant date fair value of $3,337,752. Due to the commencement of the clinical study during the quarter ended September 30, 2018, stock options to purchase 726,000 shares of the Company’s common stock granted to its employees in January 2017 met the performance conditions applicable to such options and began vesting. Upon certification of achievement of the performance condition by the compensation committee of the Company’s board of directors on July 18, 2018, 50% of the options became vested. The remaining shares subject to the stock options will vest over a period of 24 months subject to the continuous service of the applicable optionee. The stock options have an exercise price of $2.40 and an aggregate grant date fair value of $2,759,453. During the year ended December 31, 2018, 602,533 stock options were exercised for cash proceeds of $494,866 and the Company cancelled 460,599 stock options. 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, 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 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 grants, comprising stock options to purchase an aggregate of 731,000 shares, have 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 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, 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. 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. The Company recorded stock-based compensation as follows: For the Years Ended December 31, 2018 2017 Research and development $ 2,583,251 $ 884,032 General and administrative 1,735,742 749,453 Total $ 4,318,993 $ 1,633,485 The following table represents stock option activity for the years ended December 31, 2018 and 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 1,316,000 - - - - - - Exercised (123,333 ) - - - - - - Cancelled (153,750 ) - - - - - - Balance – December 31, 2017 5,691,414 3,124,941 $ 1.16 $ 0.73 $ 0.73 6.87 $ - Granted 860,000 - - - - - - Exercised (602,533 ) - - - - - - Cancelled (460,599 ) - - - - - - Balance – December 31, 2018 5,488,282 4,384,294 $ 2.10 $ 1.32 $ 1.32 5.80 $ 8,437,330 The following table summarizes information on stock options outstanding and exercisable as of December 31, 2018: Grant Price Weighted Average Total Number Weighted Average Remaining From To Exercise Price Outstanding Exercisable Contractual Term $ 0.05 $ 2.02 $ 0.90 3,533,282 3,432,344 6.21 years $ 2.40 $ 4.60 $ 2.87 1,202,000 627,208 8.38 years $ 5.30 $ 8.86 $ 6.52 753,000 324,742 9.35 years Totals 5,488,282 4,384,294 Warrants During the year ended December 31, 2018, warrants to purchase up to an aggregate of 780,500 shares of the Company’s common stock were issued in the Company’s Notes offering. The Warrants had a fair value of $1,253,390 (see Note 7 “Notes Payable”). During the year ended December 31, 2018, warrants to purchase 349,315 shares of the Company’s common stock were exercised for aggregate cash proceeds of $678,240. 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, unexercised warrants to purchase 4,695,846 shares of common stock expired. During the year ended December 31, 2017, an additional 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. The following table represents warrant activity for the years ended December 31, 2018 and 2017: Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value 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 $ - Granted 780,500 - - - - - - Exercised (349,315 ) - - - - - - Cancelled - - - - - - - Balance – December 31, 2018 4,964,205 4,964,205 $ 2.39 $ 2.39 $ 1.14 2.27 $ 5,304,835 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 11 - Related Party Transactions Two of the Company’s Directors provide consulting, scientific and research and advisory services to the Company. During the fourth quarter of the year ended December 31, 2017, the Company modified the compensation terms under the agreements 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 would receive a fee for serving on the Company’s Board of Directors. During the second quarter of the year ended December 31, 2018, the Company modified the compensation terms to pay each Director board fees only. During the years ended December 31, 2018 and 2017, consulting and board fees paid to each Director totaled $58,334 and $46,500, respectively. As of December 31, 2018, and 2017, no amounts were owed to either Director. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 12 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the financial statements were issued require adjustment or disclosure in the Company’s financial statements. Subsequent to December 31, 2018, a total of 100,258 stock options and warrants were exercised for cash proceeds of $135,399.90. Subsequent to December 31, 2018, the Company granted stock options to purchase a total of 200,000 shares of the Company’s common stock with an exercise price of $3.15 per share. The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over a four-year period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 $14,339,630, which are classified as held-to-maturity, and Certificates of Deposit of $2,120,796. 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, 2018 was $1,079 . |
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, 2018 and 2017, the Company did not have any cash equivalents. |
PROPERTY AND EQUIPMENT, NET | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. 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, investments 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, 2018 and 2017. |
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, 2018 and 2017. 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, 2018 and 2017. |
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 by Nasdaq, (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 on the OTCQX marketplace 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. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. 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 2018 2017 Expected life 4 years 7 years Risk free interest rate 2.62 % 2.23 % Expected volatility 84 % 80 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % As of December 31, 2018, total unrecognized stock compensation expense was $4,103,258, 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, 2018 2017 Options 5,488,282 5,691,414 Warrants 4,964,205 4,533,020 Totals 10,452,487 10,224,434 |
RECENT ACCOUNTING PRONOUNCEMENTS | Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ( ) Revenue from Contracts with Customers In July 2018, the FASB issued ASU No. 2018-09, "Codification Improvements" ("ASU 2018-09"). These amendments provide clarifications and corrections to certain ASC subtopics including, but not limited to, the following: Income Statement - Reporting Comprehensive Income – Overall Debt - Modifications and Extinguishments Distinguishing Liabilities from Equity – Overall Compensation - Stock Compensation - Income Taxes Fair Value Measurement – Overall 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 adoption of ASU 2017-09 did not have a material impact on the financial statements contained herein. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Years Ended 2018 2017 Expected life 4 years 7 years Risk free interest rate 2.62 % 2.23 % Expected volatility 84 % 80 % Expected dividend yield 0 % 0 % Forfeiture rate 0 % 0 % |
Schedule of anti-dilutive securities excluded from computation of diluted net loss per share | As of December 31, 2018 2017 Options 5,488,282 5,691,414 Warrants 4,964,205 4,533,020 Totals 10,452,487 10,224,434 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of December 31, 2018 2017 Lab equipment $ 727,450 $ 309,007 Computer and equipment 23,191 20,123 Total property and equipment $ 750,641 $ 329,130 Less: accumulated depreciation (229,901 ) (152,599 ) Total property and equipment, net $ 520,740 $ 176,531 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of December 31, 2018 2017 Intangible assets: patents $ 21,604 $ 23,343 Less: amortization (1,371 ) (292 ) Total intangible assets, net $ 20,233 $ 23,051 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of December 31, 2018 2017 Lab services & supplies $ 7,786 $ 11,477 Professional fees 106,478 235,181 Consultant fees 3,750 2,500 Interest 231,999 - Other 1,800 - Total accrued liabilities $ 351,813 $ 249,158 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of warrants issued using Black-Scholes pricing model | For The Year Ended Expected life 3 years Risk free interest rate 2.39% - 2.51% Expected volatility 68.85% - 68.89% Expected dividend yield 0% Forfeiture rate 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2018 2017 Current: Accrued expenses $ 168,068 $ 23,595 Stock compensation 632,254 359,364 Net operating loss carryforward 8,949,957 5,656,895 Research and development credit carry forward 488,942 417,882 Total deferred tax assets 10,239,221 6,457,736 Valuation allowance (10,239,221 ) (6,457,736 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of statutory federal income tax rate | For the Years Ended 2018 2017 U.S. statutory federal rate (21.0 )% (34.0 )% State income taxes, net of federal tax (7.0 )% (5.4 )% Federal tax rate change - % 28.3 % Permanent differences 5.4 % 2.2 % Prior year true-ups 0.2 % 0.4 % R&D tax credit (0.5 )% (0.8 )% Change in valuation allowance 22.9 % 9.3 % Income tax provision (benefit) - % - % |
Schedule of income tax provision | For the Years Ended 2018 2017 Federal Current $ - $ - Deferred (2,837,776 ) (718,326 ) State and local Current - - Deferred (943,709 ) (199,571 ) Change in valuation allowance 3,781,485 917,897 Income tax provision (benefit) $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock-based compensation | For the Years Ended December 31, 2018 2017 Research and development $ 2,583,251 $ 884,032 General and administrative 1,735,742 749,453 Total $ 4,318,993 $ 1,633,485 |
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 1,316,000 - - - - - - Exercised (123,333 ) - - - - - - Cancelled (153,750 ) - - - - - - Balance – December 31, 2017 5,691,414 3,124,941 $ 1.16 $ 0.73 $ 0.73 6.87 $ - Granted 860,000 - - - - - - Exercised (602,533 ) - - - - - - Cancelled (460,599 ) - - - - - - Balance – December 31, 2018 5,488,282 4,384,294 $ 2.10 $ 1.32 $ 1.32 5.80 $ 8,437,330 |
Schedule of stock options outstanding and exercisable | Grant Price Weighted Average Total Number Weighted Average Remaining From To Exercise Price Outstanding Exercisable Contractual Term $ 0.05 $ 2.02 $ 0.90 3,533,282 3,432,344 6.21 years $ 2.40 $ 4.60 $ 2.87 1,202,000 627,208 8.38 years $ 5.30 $ 8.86 $ 6.52 753,000 324,742 9.35 years Totals 5,488,282 4,384,294 |
Schedule of warrants activity | Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value 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 $ - Granted 780,500 - - - - - - Exercised (349,315 ) - - - - - - Cancelled - - - - - - - Balance – December 31, 2018 4,964,205 4,964,205 $ 2.39 $ 2.39 $ 1.14 2.27 $ 5,304,835 |
Liquidity and Management's Pl_2
Liquidity and Management's Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Liquidity and Management's Plans (Textual) | |||
Cash and investments | $ 22,182,768 | ||
Working capital | 20,281,189 | ||
Stockholders' equity | 17,962,618 | $ 7,618,913 | $ 8,697,974 |
Net loss | $ (15,705,865) | $ (9,833,152) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Equity Option [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of weighted-average Black-Scholes assumptions | ||
Expected life | 4 years | 7 years |
Risk free interest rate | 2.62% | 2.23% |
Expected volatility | 84.00% | 80.00% |
Expected dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of anti-dilutive securities excluded from computation of earnings per share | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 10,452,487 | 10,224,434 |
Warrants [Member] | ||
Schedule of anti-dilutive securities excluded from computation of earnings per share | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 4,964,205 | 4,533,020 |
Options [Member] | ||
Schedule of anti-dilutive securities excluded from computation of earnings per share | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 5,488,282 | 5,691,414 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies (Textual) | ||
U.S. Treasury bills | $ 14,339,630 | |
Certificates of deposit | 2,120,796 | |
Amortization | 1,079 | $ 292 |
Unrecognized stock option compensation expense | $ 4,103,258 | |
Estimated useful lives of the assets | 20 years | |
Recognized options vest over period | 4 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Total property and equipment | $ 750,641 | $ 329,130 |
Less: accumulated depreciation | (229,901) | (152,599) |
Total property and equipment, net | 520,740 | 176,531 |
Lab equipment [Member] | ||
Total property and equipment | 727,450 | 309,007 |
Computer and equipment [Member] | ||
Total property and equipment | $ 23,191 | $ 20,123 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expenses | $ 78,049 | $ 57,234 |
Adjusted the carrying value of the assets and accumulated depreciation | $ 8,891 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets: patents | $ 21,604 | $ 23,343 |
Less: amortization | (1,371) | (292) |
Total intangible assets, net | $ 20,233 | $ 23,051 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets (Textual) | ||
Amortization expenses | $ 1,079 | $ 292 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Lab services & supplies | $ 7,786 | $ 11,477 |
Professional fees | 106,478 | 235,181 |
Consultant fees | 3,750 | 2,500 |
Interest | 231,999 | |
Other | 1,800 | |
Total accrued liabilities | $ 351,813 | $ 249,158 |
Notes Payable (Details)
Notes Payable (Details) - Note Warrant [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of weighted-average Black-Scholes assumptions | |
Expected life | 3 years |
Expected dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Minimum [Member] | |
Schedule of weighted-average Black-Scholes assumptions | |
Risk free interest rate | 2.39% |
Expected volatility | 68.85% |
Maximum [Member] | |
Schedule of weighted-average Black-Scholes assumptions | |
Risk free interest rate | 2.51% |
Expected volatility | 68.89% |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | 12 Months Ended | ||
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)PrommisoryNotes | Dec. 31, 2013USD ($) | |
Notes Payable (Textual) | |||
Fair value of the warrants | $ 1,253,390 | ||
Deferred costs, total | 57,923 | ||
Amortization of debt discount | 311,125 | $ 59 | |
Notes payable, Net | $ 2,916,337 | ||
Issuance of warrants | shares | 780,500 | ||
Promissory notes [Member] | |||
Notes Payable (Textual) | |||
Notes payable, Net | $ 205,260 | ||
Original terms of debt | 4 years | ||
Number of promissory notes | PrommisoryNotes | 2 | ||
Note and Warrant Purchase Agreements [Member] | |||
Notes Payable (Textual) | |||
Rate of interest on unsecured promissory notes | 8.00% | ||
Aggregate principal amount | $ 3,902,500 | ||
Note and Warrant Purchase Agreements [Member] | Officers and directors [Member] | |||
Notes Payable (Textual) | |||
Net aggregate amount of notes purchased by officers | $ 532,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies (Textual) | |||
Rent expense for space | $ 13,080 | ||
Rent expense | $ 298,972 | $ 236,374 | |
2011 Exclusive Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Milestone payment | $ 765,000 | ||
License reduced percentage | 50.00% | ||
Aggregate maintenance fees | $ 80,000 | ||
Maintenance fees annually | $ 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 | $ 7,500 | ||
Maintenance fees annually | $ 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, 2018 | Dec. 31, 2017 |
Current: | ||
Accrued expenses | $ 168,068 | $ 23,595 |
Stock compensation | 632,254 | 359,364 |
Net operating loss carryforward | 8,949,957 | 5,656,895 |
Research and development credit carry forward | 488,942 | 417,882 |
Total deferred tax assets | 10,239,221 | 6,457,736 |
Valuation allowance | (10,239,221) | (6,457,736) |
Deferred tax asset, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal rate | (21.00%) | (34.00%) |
State income taxes, net of federal tax | (7.00%) | (5.40%) |
Federal tax rate change | 28.30% | |
Permanent differences | 5.40% | 2.20% |
Prior year true-ups | 0.20% | 0.40% |
R&D tax credit | (0.50%) | (0.80%) |
Change in valuation allowance | 22.90% | 9.30% |
Income tax provision (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Federal | ||
Current | ||
Deferred | (2,837,776) | (718,326) |
State and local | ||
Current | ||
Deferred | (943,709) | (199,571) |
Change in valuation allowance | 3,781,485 | 917,897 |
Income tax provision (benefit) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | ||
Change in valuation allowance | $ 3,781,485 | $ 917,897 |
Net operating loss carryovers | $ 32,000,000 | 21,000,000 |
Operating loss carry forwards, description | The Company's 2017 and prior federal and state net operating loss carry forwards, if not utilized, will begin to expire from 2029 to 2038. Beginning with 2018, and for subsequent years, the Company's NOLs will have indefinite lives for federal tax purposes. | |
Deferred tax assets | 9,200,000 | |
Deferred tax assets revalued | $ 6,500,000 | |
Income taxes, description | 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. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total | $ 4,318,993 | $ 1,633,485 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total | 2,583,251 | 884,032 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total | $ 1,735,742 | $ 749,453 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Equity Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options, Outstanding | ||
Beginning Balance | 5,691,414 | 4,652,497 |
Stock options granted | 860,000 | 1,316,000 |
Exercised | (602,533) | (123,333) |
Cancelled | (460,599) | (153,750) |
Ending Balance | 5,488,282 | 5,691,414 |
Stock Options, Exercisable | ||
Beginning Balance | 3,124,941 | 1,908,883 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 4,384,294 | 3,124,941 |
Weighted Average, Exercise Price, Outstanding | ||
Beginning Balance | $ 1.16 | $ 0.92 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 2.10 | 1.16 |
Weighted Average, Exercise Price, Exercisable | ||
Beginning Balance | 0.73 | 0.41 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 1.32 | 0.73 |
Weighted Average, Fair Value Vested | ||
Beginning Balance | 0.73 | 0.41 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 1.32 | $ 0.73 |
Weighted Average, Contractual Life (Years) | ||
Beginning Balance | 6 years 10 months 14 days | 8 years 2 months 27 days |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 5 years 9 months 18 days | 6 years 10 months 14 days |
Aggregate Intrinsic Value | ||
Beginning Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 8,437,330 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Total Outstanding | shares | 5,488,282 |
Stock Options, Number Exercisable | shares | 4,384,294 |
Grant Price From 0.05 To 2.02 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | $ 0.05 |
Stock Options, Grant Price, Maximum | 2.02 |
Stock Options, Weighted Average Exercise Price | $ 0.90 |
Stock Options, Total Outstanding | shares | 3,533,282 |
Stock Options, Number Exercisable | shares | 3,432,344 |
Stock Options, Weighted Average Remaining Contractual Term | 6 years 2 months 16 days |
Grant Price From 2.40 To 4.60 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | $ 2.40 |
Stock Options, Grant Price, Maximum | 4.60 |
Stock Options, Weighted Average Exercise Price | $ 2.87 |
Stock Options, Total Outstanding | shares | 1,202,000 |
Stock Options, Number Exercisable | shares | 627,208 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 4 months 17 days |
Grant Price From 5.30 To 8.86 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | $ 5.30 |
Stock Options, Grant Price, Maximum | 8.86 |
Stock Options, Weighted Average Exercise Price | $ 6.52 |
Stock Options, Total Outstanding | shares | 753,000 |
Stock Options, Number Exercisable | shares | 324,742 |
Stock Options, Weighted Average Remaining Contractual Term | 9 years 4 months 6 days |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants, Outstanding | ||
Beginning Balance | 4,533,020 | 6,681,051 |
Granted | 780,500 | 3,618,053 |
Exercised | (349,315) | (1,070,238) |
Cancelled | (4,695,846) | |
Ending Balance | 4,964,205 | 4,533,020 |
Warrants, Exercisable | ||
Beginning Balance | 4,517,395 | 6,618,551 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 4,964,205 | 4,517,395 |
Weighted Average, Exercise Price, Outstanding | ||
Beginning Balance | $ 1.85 | $ 1.74 |
Granted | ||
Cancelled | ||
Exercised | ||
Ending Balance | 2.39 | 1.85 |
Weighted Average, Exercise Price, Exercisable | ||
Beginning Balance | 1.85 | 1.74 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 2.39 | 1.85 |
Weighted Average, Fair Value Vested | ||
Beginning Balance | 1 | 0.41 |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 1.14 | $ 1 |
Weighted Average, Contractual Life (Years) | ||
Beginning Balance | 3 years 2 months 16 days | 11 months 23 days |
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | 2 years 3 months 8 days | 3 years 2 months 16 days |
Aggregate Intrinsic Value | ||
Beginning Balance | ||
Granted | ||
Exercised | ||
Cancelled | ||
Ending Balance | $ 5,304,835 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jul. 18, 2018 | Jun. 19, 2018 | Jan. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity (Textual) | ||||||
Authorized to issue and sale, shares | 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 | ||||
Common stock issued under the controlled equity offering program | 2,186,855 | |||||
Controlled equity offering program for proceeds | $ 19,304,081 | |||||
Commissions and professional fees | $ 95,778 | |||||
Recognized options and warrants vest over period | 4 years | |||||
Total net proceeds of private offering | $ 5,026,181 | |||||
Cash proceeds of exercised, stock options | $ 494,866 | $ 129,255 | ||||
Warrant [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants issued with promissory notes | 780,500 | 3,618,053 | ||||
Stock option aggregate grant fair value | $ 1,253,390 | |||||
Warrants exercised | 349,315 | 1,070,238 | ||||
Warrants issued to purchase common stock | 780,500 | |||||
Cash proceeds from warrants | $ 678,240 | $ 111,994 | ||||
Number of warrants expired | 4,695,846 | |||||
Number of warrants exercised | 349,315 | 143,650 | ||||
Purchase Warrant [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants exercised | 926,588 | |||||
Cash proceeds from warrants | $ 1,853,176 | |||||
Additional proceeds amount | $ 522,326 | |||||
Consultants Two [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Stock options granted | 85,000 | |||||
Stock option aggregate grant fair value | $ 269,416 | |||||
Stock options, description | The stock options have an exercise price of $2.02 per share, 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. | |||||
Exercise price of stock option | $ 2.02 | |||||
Recognized options and warrants vest over period | 10 years | |||||
Stock units shares sold | 180,000 | |||||
Share price | $ 1.99 | |||||
2011 Plan [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Remaining options to be issued | 3,775,852 | |||||
Total number of shares authorized for issuance | 10,000,000 | |||||
Stock Option [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Stock options granted | 860,000 | 1,316,000 | ||||
Stock options granted to employees | 726,000 | |||||
Options exercised | 602,533 | 123,333 | ||||
Common stock, per share | $ 2.40 | |||||
Stock option aggregate grant fair value | $ 2,759,453 | $ 3,337,752 | $ 528,580 | |||
Stock options, description | The remaining shares subject to the stock options will vest over a period of 24 months subject to the continuous service of the applicable optionee. | 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 grants, comprising stock options to purchase an aggregate of 731,000 shares, have 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. | ||||
Vesting percentage | 50.00% | |||||
Exercise price of stock option | $ 2.40 | |||||
Number of options cancelled | 460,599 | 153,750 | ||||
Recognized options and warrants vest over period | 10 years | |||||
Number of shares vesting | 300,000 | |||||
Cash proceeds of exercised, stock options | $ 494,866 | $ 129,255 | ||||
Stock Option [Member] | Minimum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, per share | $ 5.30 | |||||
Exercise price of stock option | 3.57 | |||||
Stock Option [Member] | Maximum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, per share | 8.86 | |||||
Exercise price of stock option | $ 8.86 | |||||
Board of Directors Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Stock options granted | 200,000 | |||||
Stock option aggregate grant fair value | $ 719,360 | |||||
Exercise price of stock option | $ 4.60 | |||||
Recognized options and warrants vest over period | 10 years | |||||
Private Offering [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Warrants issued to purchase common stock | 3,438,053 | |||||
Exercise price of stock option | $ 1.50 | |||||
Total net proceeds of private offering | $ 5,026,181 | |||||
Private Offering [Member] | Officers and Directors [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Description of warrants | 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 $2.25. | |||||
Stock units shares sold | 289,334 |
Related Party Transactions (Det
Related Party Transactions (Details) - Director [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions (Textual) | ||
Advisory services annual rate | $ 20,000 | |
Payments of related party | $ 58,334 | $ 46,500 |
Subsequent Events (Details)
Subsequent Events (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Subsequent Events (Textual) | |
Stock options and warrants exercised | 100,258 |
Cash proceeds of stock options and warrants | $ | $ 135,400 |
Warrants to purchase shares of common stock | 200,000 |
Stock options exercise price | $ / shares | $ 3.15 |
Stock options exercisable term, description | The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over a four-year period. |