Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CohBar, Inc. | |
Entity Central Index Key | 0001522602 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,861,422 | |
Entity File Number | 000-55334 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 3,813,679 | $ 5,722,342 |
Investments | 13,014,754 | 16,460,426 |
Prepaid expenses and other current assets | 543,626 | 260,630 |
Total current assets | 17,372,059 | 22,443,398 |
Property and equipment, net | 463,050 | 520,740 |
Intangible assets, net | 19,693 | 20,233 |
Other assets | 56,793 | 56,793 |
Total assets | 17,911,595 | 23,041,164 |
Current liabilities: | ||
Accounts payable | 194,420 | 1,142,735 |
Accrued liabilities | 548,119 | 351,813 |
Accrued payroll and other compensation | 289,907 | 667,661 |
Total current liabilities | 1,032,446 | 2,162,209 |
Notes payable, net of debt discount and offering costs of $766,238 and $986,163 as of June 30, 2019 and December 31, 2018, respectively | 3,136,262 | 2,916,337 |
Total liabilities | 4,168,708 | 5,078,546 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 42,861,422 shares as of June 30, 2019 and 42,578,208 as of December 31, 2018 | 42,861 | 42,578 |
Additional paid-in capital | 59,627,205 | 57,868,593 |
Accumulated deficit | (45,927,179) | (39,948,553) |
Total stockholders' equity | 13,742,887 | 17,962,618 |
Total liabilities and stockholders' equity | $ 17,911,595 | $ 23,041,164 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Debt discount of note payable and offering costs, current | $ 766,238 | $ 986,163 |
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 | 42,861,422 | 42,578,208 |
Common stock, outstanding | 42,861,422 | 42,578,208 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses: | ||||
Research and development | 1,418,426 | 1,832,459 | 2,790,274 | 4,513,442 |
General and administrative | 1,539,305 | 1,315,316 | 2,995,502 | 2,228,404 |
Total operating expenses | 2,957,731 | 3,147,775 | 5,785,776 | 6,741,846 |
Operating loss | (2,957,731) | (3,147,775) | (5,785,776) | (6,741,846) |
Other (expense) income: | ||||
Interest income | 87,488 | 8,048 | 181,893 | 19,008 |
Interest expense | (77,837) | (73,207) | (154,818) | (74,616) |
Amortization of debt discount and offering costs | (109,962) | (103,179) | (219,925) | (105,244) |
Total other (expense) income | (100,311) | (168,338) | (192,850) | (160,852) |
Net loss | $ (3,058,042) | $ (3,316,113) | $ (5,978,626) | $ (6,902,698) |
Basic and diluted net loss per share | $ (0.07) | $ (0.08) | $ (0.14) | $ (0.17) |
Weighted average common shares outstanding - basic and diluted | 42,799,486 | 40,261,670 | 42,717,950 | 39,969,738 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2017 | $ 39,440 | $ 31,822,161 | $ (24,242,688) | $ 7,618,913 |
Beginning balance, shares at Dec. 31, 2017 | 39,439,505 | |||
Stock based compensation | 978,708 | 978,708 | ||
Stock based compensation, shares | ||||
Sale of common stock, shares | ||||
Exercise of employee stock options | $ 249 | 146,189 | 146,438 | |
Exercise of employee stock options, shares | 249,309 | |||
Exercise of warrants | $ 267 | 588,232 | 588,499 | |
Exercise of warrants, shares | 267,333 | |||
Debt Discount on notes | 711,310 | 711,310 | ||
Net loss | (3,586,585) | (3,586,585) | ||
Ending balance at Mar. 31, 2018 | $ 39,956 | 34,246,600 | (27,829,273) | 6,457,283 |
Ending balance, shares at Mar. 31, 2018 | 39,956,147 | |||
Beginning balance at Dec. 31, 2017 | $ 39,440 | 31,822,161 | (24,242,688) | 7,618,913 |
Beginning balance, shares at Dec. 31, 2017 | 39,439,505 | |||
Net loss | (6,902,698) | |||
Ending balance at Jun. 30, 2018 | $ 42,427 | 55,144,943 | (31,145,386) | 24,041,984 |
Ending balance, shares at Jun. 30, 2018 | 42,427,358 | |||
Beginning balance at Mar. 31, 2018 | $ 39,956 | 34,246,600 | (27,829,273) | 6,457,283 |
Beginning balance, shares at Mar. 31, 2018 | 39,956,147 | |||
Stock based compensation | 808,470 | 808,470 | ||
Stock based compensation, shares | ||||
Sale of common stock | $ 2,187 | 19,397,672 | 19,399,859 | |
Sale of common stock, shares | 2,186,855 | |||
Deferred offering costs | (95,805) | (95,805) | ||
Exercise of employee stock options | $ 277 | 242,442 | 242,719 | |
Exercise of employee stock options, shares | 277,374 | |||
Exercise of warrants | $ 7 | 3,484 | 3,491 | |
Exercise of warrants, shares | 6,982 | |||
Debt Discount on notes | 542,080 | 542,080 | ||
Net loss | (3,316,113) | (3,316,113) | ||
Ending balance at Jun. 30, 2018 | $ 42,427 | 55,144,943 | (31,145,386) | 24,041,984 |
Ending balance, shares at Jun. 30, 2018 | 42,427,358 | |||
Beginning balance at Dec. 31, 2018 | $ 42,578 | 57,868,593 | (39,948,553) | 17,962,618 |
Beginning balance, shares at Dec. 31, 2018 | 42,578,208 | |||
Stock based compensation | 763,659 | 763,659 | ||
Stock based compensation, shares | ||||
Exercise of employee stock options | $ 95 | 151,506 | 151,601 | |
Exercise of employee stock options, shares | 94,530 | |||
Exercise of warrants | $ 50 | 57,450 | 57,500 | |
Exercise of warrants, shares | 50,000 | |||
Net loss | (2,920,584) | (2,920,584) | ||
Ending balance at Mar. 31, 2019 | $ 42,723 | 58,841,208 | (42,869,137) | 16,014,794 |
Ending balance, shares at Mar. 31, 2019 | 42,722,738 | |||
Beginning balance at Dec. 31, 2018 | $ 42,578 | 57,868,593 | (39,948,553) | 17,962,618 |
Beginning balance, shares at Dec. 31, 2018 | 42,578,208 | |||
Net loss | (5,978,626) | |||
Ending balance at Jun. 30, 2019 | $ 42,861 | 59,627,205 | (45,927,179) | 13,742,887 |
Ending balance, shares at Jun. 30, 2019 | 42,861,422 | |||
Beginning balance at Mar. 31, 2019 | $ 42,723 | 58,841,208 | (42,869,137) | 16,014,794 |
Beginning balance, shares at Mar. 31, 2019 | 42,722,738 | |||
Stock based compensation | 664,164 | 664,164 | ||
Stock based compensation, shares | ||||
Exercise of employee stock options | $ 138 | 121,833 | 121,971 | |
Exercise of employee stock options, shares | 138,684 | |||
Net loss | (3,058,042) | (3,058,042) | ||
Ending balance at Jun. 30, 2019 | $ 42,861 | $ 59,627,205 | $ (45,927,179) | $ 13,742,887 |
Ending balance, shares at Jun. 30, 2019 | 42,861,422 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (5,978,626) | $ (6,902,698) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 70,651 | 34,312 |
Stock-based compensation | 1,427,823 | 1,787,178 |
Amortization of debt discount | 210,170 | 100,953 |
Amortization of debt issuance costs | 9,755 | 4,290 |
Discount on investments | (3,328) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (282,996) | (142,974) |
Accounts payable | (948,315) | 275,652 |
Accrued liabilities | 196,306 | 77,490 |
Accrued payroll and other compensation | (377,754) | 204,200 |
Net cash used in operating activities | (5,676,314) | (4,561,597) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12,421) | |
Patent costs | 1,739 | |
Purchases of investments | (26,924,000) | (15,062,528) |
Proceeds from redemptions of investments | 30,373,000 | 7,126,461 |
Net cash provided by (used in) investing activities | 3,436,579 | (7,934,328) |
Cash flows from financing activities: | ||
Debt issuance costs | (57,288) | |
Proceeds from the Controlled Equity Offering, net | 19,304,054 | |
Proceeds from exercise of warrants | 57,500 | 591,990 |
Proceeds from notes payable | 3,902,500 | |
Proceeds from exercise of employee stock options | 273,572 | 389,158 |
Net cash provided by financing activities | 331,072 | 24,130,414 |
Net (decrease) increase in cash | (1,908,663) | 11,634,489 |
Cash at beginning of period | 5,722,342 | 2,823,450 |
Cash at end of period | 3,813,679 | 14,457,939 |
Non-cash investing and financing activities: | ||
Warrants issued in connection with note payable | 1,253,390 | |
Cash paid for: | ||
Income taxes | $ 1,300 | $ 2,057 |
Business Organization and Natur
Business Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2019 | |
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), fibrotic diseases, cancer, cardiovascular disease, atherosclerosis 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. The unaudited interim condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K |
Liquidity and Management's Plan
Liquidity and Management's Plans | 6 Months Ended |
Jun. 30, 2019 | |
Liquidity and Management's Plans [Abstract] | |
Liquidity and Management's Plans | Note 2 - Liquidity and Management’s Plans As of June 30, 2019, the Company had working capital and stockholders’ equity of $16,339,613 and $13,742,887, respectively. During the six months ended June 30, 2019, the Company incurred a net loss of $5,978,626 and used $5,676,314 in its operating activities. 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 raised substantial doubt about its ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management has substantial latitude as to the timing and amount of the expenses it incurs and such latitude and control of those expenditures 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 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. Such limitation of its activities would allow the Company to slow its rate of spending and extend its use of cash until additional capital is raised. There can be no assurance that such a plan would 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 $13,014,754, which are classified as held-to-maturity. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company’s U.S. Treasury Bills mature within the next twelve months. Unrealized gains and losses are de minimus Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide 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) give 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 condensed balance sheets as of June 30, 2019 and December 31, 2018. 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. 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 or (ii) the closing price of the Company’s common stock as reported by the TSX Venture Exchange as determined by the board of directors, with input from management on the date of grant. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. The weighted-average fair value of options and warrants has been estimated on the 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. Beginning with the current year, the fair value of stock-based payment awards issued was estimated using a volatility derived from the Company’s share price. Prior to the current year, the Company had a limited history of being publicly traded and estimated the fair value of stock-based payment awards using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For Six Months Ended 2019 2018 2019 2018 Expected life 6.25 years 5 years 6.25 years 5 years Risk free interest rate 2.19 % 2.70 % 2.21 % 2.63 % Expected volatility 76 % 81 % 76 % 81 % Expected dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % As of June 30, 2019, total unrecognized stock option compensation expense is $5,957,615, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: As of June 30, 2019 2018 Options 7,741,814 5,886,272 Warrants 4,907,223 5,039,205 Totals 12,649,037 10,925,477 Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-09, “ Codification Improvements Income Statement - Reporting Comprehensive Income – Overall Debt - Modifications and Extinguishments Distinguishing Liabilities from Equity – Overall Compensation - Stock Compensation - Income Taxes Fair Value Measurement – Overall . |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 4 - Accrued Liabilities Accrued liabilities consist of: As of As of June 30, December 31, Lab services & supplies $ 119,029 $ 103,766 Professional & other fees 42,274 16,048 Interest 386,816 231,999 Total accrued liabilities $ 548,119 $ 351,813 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Litigations, Claims and Assessments The Company may from time to time be party to litigation and subject to claims incident to the ordinary course of business. As the Company grows and gains prominence in the marketplace it may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect the Company's future results of operations, cash flows or financial position. The Company is not currently a party to any legal proceedings. Operating Lease The Company is a party to (i) a lease agreement for laboratory space leased on a month-to month basis that is part of a shared facility in Menlo Park, California, and (ii) a one-year lease agreement for office space in Fairfield, New Jersey, which expires in September 2019. Rent expense was $85,190 and $70,356 for the three months ended June 30, 2019 and 2018, respectively. Rent expense was $170,379 and $140,712 for the six months ended June 30, 2019 and 2018, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 6 - Stockholders' Equity Stock Options The Company has an incentive stock plan, the Amended and Restated 2011 Equity Incentive Plan (the "2011 Plan"), and has granted stock options to employees, non-employee directors and consultants from the 2011 Plan. Options granted under the 2011 Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant. As of June 30, 2019, there were 1,289,106 shares remaining available for issuance under the 2011 Plan. During the six months ended June 30, 2019, the Company granted stock options to employees and non-employee directors to purchase 2,579,000 shares of the Company's common stock with grant date prices that ranged between $1.72 to $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 periods ranging between zero and four years. The stock options have an aggregate grant date fair value of $3,266,611. The stock options granted during the six months ended June 30, 2019, included an option to purchase 430,000 shares of common stock that contained service and performance conditions to be met for those options to begin vesting. The option holder had to be continuously employed to meet the service condition and attain certain funding milestones over a two-year period to satisfy the performance condition. During the six months ended June 30, 2019, stock options to purchase 233,214 shares of common stock were exercised for cash proceeds of $273,572. The Company recorded stock-based compensation as follows: For the Three Months Ended For the Six Months Ended 2019 2018 2019 2018 Research and development $ 237,331 $ 337,730 $ 510,142 $ 1,111,389 General and administrative 426,833 470,740 917,681 675,789 Total $ 664,164 $ 808,470 $ 1,427,823 $ 1,787,178 The following table represents stock option activity for the six months ended June 30, 2019: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2018 5,488,282 4,384,294 $ 2.10 $ 1.32 $ 1.32 5.80 $ - Granted 2,579,000 - - - - - - Exercised (233,214 ) - - - - - - Cancelled (92,254 ) - - - - - - Balance – June 30, 2019 7,741,814 4,540,410 $ 2.15 $ 1.45 $ 1.45 6.27 $ 2,768,087 The following table summarizes information on stock options outstanding and exercisable as of June 30, 2019: Grant Price Weighted Average Total Number Weighted Average Remaining Contractual From To Exercise Price Outstanding Exercisable Term $ 0.26 $ 2.02 $ 0.89 3,299,604 3,281,062 4.06 years $ 2.10 $ 4.60 $ 2.46 3,737,335 850,980 9.15 years $ 5.30 $ 8.86 $ 6.60 704,875 408,368 8.86 years Totals 7,741,814 4,540,410 Warrants During the six months ended June 30, 2019, warrants to purchase 50,000 shares of the Company's common stock were exercised for aggregate cash proceeds of $57,500. Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2018 4,964,205 4,907,223 $ 2.39 $ 2.39 $ 1.14 2.27 $ - Granted - - - - - - - Exercised (50,000 ) - - - - - - Cancelled (6,982 ) - - - - - - Balance – June 30, 2019 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.80 $ 1,175,115 During the six months ended June 30, 2019, warrants to purchase 6,982 shares of the Company's common stock expired and were cancelled. |
Non-Cash Expenses
Non-Cash Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Non-Cash Expenses | Note 7 - Non-Cash Expenses The following table details the Company’s non-cash expenses included in the accompanying condensed statements of operations: For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Operating expenses: Stock based compensation $ 664,164 $ 808,470 $ 1,427,823 $ 1,787,178 Depreciation & amortization 36,028 17,073 70,651 34,312 Subtotal $ 700,192 $ 825,543 $ 1,498,474 $ 1,821,490 Other expense: Amortization of debt discount 105,085 98,977 210,170 100,953 Total non-cash expenses $ 805,277 $ 924,520 $ 1,708,644 $ 1,922,443 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the condensed financial statements were issued require adjustment or disclosure in the Company’s condensed financial statements. No such events occurred subsequent to the date of the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 $13,014,754, which are classified as held-to-maturity. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company's U.S. Treasury Bills mature within the next twelve months. Unrealized gains and losses are de minimus |
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) provide 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) give 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 condensed balance sheets as of June 30, 2019 and December 31, 2018. |
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. 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 or (ii) the closing price of the Company’s common stock as reported by the TSX Venture Exchange as determined by the board of directors, with input from management on the date of grant. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. The weighted-average fair value of options and warrants has been estimated on the 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. Beginning with the current year, the fair value of stock-based payment awards issued was estimated using a volatility derived from the Company’s share price. Prior to the current year, the Company had a limited history of being publicly traded and estimated the fair value of stock-based payment awards using a volatility derived from an index of comparable entities. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended For Six Months Ended 2019 2018 2019 2018 Expected life 6.25 years 5 years 6.25 years 5 years Risk free interest rate 2.19 % 2.70 % 2.21 % 2.63 % Expected volatility 76 % 81 % 76 % 81 % Expected dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % As of June 30, 2019, total unrecognized stock option compensation expense is $5,957,615, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. |
NET LOSS PER SHARE OF COMMON STOCK | Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: As of June 30, 2019 2018 Options 7,741,814 5,886,272 Warrants 4,907,223 5,039,205 Totals 12,649,037 10,925,477 |
RECENT ACCOUNTING PRONOUNCEMENTS | Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-09, " Codification Improvements Income Statement - Reporting Comprehensive Income – Overall Debt - Modifications and Extinguishments Distinguishing Liabilities from Equity – Overall Compensation - Stock Compensation - Income Taxes Fair Value Measurement – Overall . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Three Months Ended For Six Months Ended 2019 2018 2019 2018 Expected life 6.25 years 5 years 6.25 years 5 years Risk free interest rate 2.19 % 2.70 % 2.21 % 2.63 % Expected volatility 76 % 81 % 76 % 81 % Expected dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % |
Schedule of anti-dilutive securities excluded from computation of diluted net loss per share | As of June 30, 2019 2018 Options 7,741,814 5,886,272 Warrants 4,907,223 5,039,205 Totals 12,649,037 10,925,477 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of As of June 30, December 31, Lab services & supplies $ 119,029 $ 103,766 Professional & other fees 42,274 16,048 Interest 386,816 231,999 Total accrued liabilities $ 548,119 $ 351,813 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock-based compensation | For the Three Months Ended For the Six Months Ended 2019 2018 2019 2018 Research and development $ 237,331 $ 337,730 $ 510,142 $ 1,111,389 General and administrative 426,833 470,740 917,681 675,789 Total $ 664,164 $ 808,470 $ 1,427,823 $ 1,787,178 |
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, 2018 5,488,282 4,384,294 $ 2.10 $ 1.32 $ 1.32 5.80 $ - Granted 2,579,000 - - - - - - Exercised (233,214 ) - - - - - - Cancelled (92,254 ) - - - - - - Balance – June 30, 2019 7,741,814 4,540,410 $ 2.15 $ 1.45 $ 1.45 6.27 $ 2,768,087 |
Schedule of stock options outstanding and exercisable | Grant Price Weighted Average Total Number Weighted Average Remaining Contractual From To Exercise Price Outstanding Exercisable Term $ 0.26 $ 2.02 $ 0.89 3,299,604 3,281,062 4.06 years $ 2.10 $ 4.60 $ 2.46 3,737,335 850,980 9.15 years $ 5.30 $ 8.86 $ 6.60 704,875 408,368 8.86 years Totals 7,741,814 4,540,410 |
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, 2018 4,964,205 4,907,223 $ 2.39 $ 2.39 $ 1.14 2.27 $ - Granted - - - - - - - Exercised (50,000 ) - - - - - - Cancelled (6,982 ) - - - - - - Balance – June 30, 2019 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.80 $ 1,175,115 |
Non-Cash Expenses (Tables)
Non-Cash Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of non-cash expenses | For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Operating expenses: Stock based compensation $ 664,164 $ 808,470 $ 1,427,823 $ 1,787,178 Depreciation & amortization 36,028 17,073 70,651 34,312 Subtotal $ 700,192 $ 825,543 $ 1,498,474 $ 1,821,490 Other expense: Amortization of debt discount 105,085 98,977 210,170 100,953 Total non-cash expenses $ 805,277 $ 924,520 $ 1,708,644 $ 1,922,443 |
Liquidity and Management's Pl_2
Liquidity and Management's Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Liquidity and Management's Plans (Textual) | ||||||||
Working capital | $ 16,339,613 | $ 16,339,613 | ||||||
Stockholders' equity | 13,742,887 | $ 16,014,794 | $ 24,041,984 | $ 6,457,283 | 13,742,887 | $ 24,041,984 | $ 17,962,618 | $ 7,618,913 |
Net loss | $ (3,058,042) | $ (2,920,584) | $ (3,316,113) | $ (3,586,585) | (5,978,626) | (6,902,698) | ||
Operating activities | $ (5,676,314) | $ (4,561,597) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Equity Option [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Schedule of weighted-average Black-Scholes assumptions | ||||
Expected life | 6 years 2 months 30 days | 5 years | 6 years 2 months 30 days | 5 years |
Risk free interest rate | 2.19% | 2.70% | 2.21% | 2.63% |
Expected volatility | 76.00% | 81.00% | 76.00% | 81.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Schedule of anti-dilutive securities excluded from computation of earnings per share | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 12,649,037 | 10,925,477 |
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 | 4,907,223 | 5,039,205 |
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 | 7,741,814 | 5,886,272 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Summary of Significant Accounting Policies (Textual) | |
U.S. Treasury bills | $ 13,014,754 |
Unrecognized stock option compensation expense | $ 5,957,615 |
Recognized options vest over period | 4 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Lab services & supplies | $ 119,029 | $ 103,766 |
Professional & other fees | 42,274 | 16,048 |
Interest | 386,816 | 231,999 |
Total accrued liabilities | $ 548,119 | $ 351,813 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Commitments and Contingencies (Textual) | ||||
Rent expense | $ 85,190 | $ 70,356 | $ 170,379 | $ 140,712 |
Operating lease, description | (i) a lease agreement for laboratory space leased on a month-to month basis that is part of a shared facility in Menlo Park, California, and (ii) a one-year lease agreement for office space in Fairfield, New Jersey, which expires in September 2019. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 664,164 | $ 808,470 | $ 1,427,823 | $ 1,787,178 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 237,331 | 337,730 | 510,142 | 1,111,389 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 426,833 | $ 470,740 | $ 917,681 | $ 675,789 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Equity Option [Member] | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Stock Options, Outstanding | |
Beginning Balance | shares | 5,488,282 |
Granted | shares | 2,579,000 |
Exercised | shares | (233,214) |
Cancelled | shares | (92,254) |
Ending Balance | shares | 7,741,814 |
Stock Options, Exercisable | |
Beginning Balance | shares | 4,384,294 |
Granted | shares | |
Exercised | shares | |
Cancelled | shares | |
Ending Balance | shares | 4,540,410 |
Weighted Average, Exercise Price, Outstanding | |
Beginning Balance | $ 2.10 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 2.15 |
Weighted Average, Exercise Price, Exercisable | |
Beginning Balance | 1.32 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 1.45 |
Weighted Average, Fair Value Vested | |
Beginning Balance | 1.32 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | $ 1.45 |
Weighted Average, Contractual Life (Years) | |
Beginning Balance | 5 years 9 months 18 days |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 6 years 3 months 8 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Ending Balance | $ | $ 2,768,087 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Total Outstanding | shares | 7,741,814 |
Stock Options, Number Exercisable | shares | 4,540,410 |
Grant Price From 0.26 To 2.02 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | $ 0.26 |
Stock Options, Grant Price, Maximum | 2.02 |
Stock Options, Weighted Average Exercise Price | $ 0.89 |
Stock Options, Total Outstanding | shares | 3,299,604 |
Stock Options, Number Exercisable | shares | 3,281,062 |
Stock Options, Weighted Average Remaining Contractual Term | 4 years 22 days |
Grant Price From 2.10 To 4.60 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | $ 2.10 |
Stock Options, Grant Price, Maximum | 4.60 |
Stock Options, Weighted Average Exercise Price | $ 2.46 |
Stock Options, Total Outstanding | shares | 3,737,335 |
Stock Options, Number Exercisable | shares | 850,980 |
Stock Options, Weighted Average Remaining Contractual Term | 9 years 1 month 24 days |
Grant Price From 5.30 To 8.86 [Member] | |
Share-based Payment Arrangement, Option, 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 | $ 6.60 |
Stock Options, Total Outstanding | shares | 704,875 |
Stock Options, Number Exercisable | shares | 408,368 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 10 months 10 days |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Warrants, Outstanding | |
Beginning Balance | shares | 4,964,205 |
Granted | shares | |
Exercised | shares | (50,000) |
Cancelled | shares | (6,982) |
Ending Balance | shares | 4,907,223 |
Warrants, Exercisable | |
Beginning Balance | shares | 4,907,223 |
Granted | shares | |
Exercised | shares | |
Cancelled | shares | |
Ending Balance | shares | 4,907,223 |
Weighted Average, Exercise Price, Outstanding | |
Beginning Balance | $ 2.39 |
Granted | |
Cancelled | |
Exercised | |
Ending Balance | 2.40 |
Weighted Average, Exercise Price, Exercisable | |
Beginning Balance | 2.39 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 2.40 |
Weighted Average, Fair Value Vested | |
Beginning Balance | 1.14 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | $ 1.11 |
Weighted Average, Contractual Life (Years) | |
Beginning Balance | 2 years 3 months 8 days |
Ending Balance | 1 year 9 months 18 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Ending Balance | $ | $ 1,175,115 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Stockholders' Equity (Textual) | |||
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 | |
Controlled equity offering program for proceeds | $ 19,304,054 | ||
Recognized options and warrants vest over period | 4 years | ||
Cash proceeds of exercised, stock options | $ 273,572 | $ 389,158 | |
2011 Plan [Member] | |||
Stockholders' Equity (Textual) | |||
Remaining options to be issued | 1,289,106 | ||
Warrant [Member] | |||
Stockholders' Equity (Textual) | |||
Warrants issued with promissory notes | |||
Warrants exercised | 50,000 | ||
Cash proceeds from warrants | $ 57,500 | ||
Number of warrants expired and cancelled | 6,982 | ||
Purchase share of common stock | 273,572 | ||
Stock Option [Member] | |||
Stockholders' Equity (Textual) | |||
Stock options granted | 2,579,000 | ||
Options exercised | 233,214 | ||
Number of options cancelled | 92,254 | ||
Stock Option [Member] | Board Member [Member] | |||
Stockholders' Equity (Textual) | |||
Stock options granted | 2,579,000 | ||
Stock options granted to employees | 430,000 | ||
Stock option aggregate grant fair value | $ 3,266,611 | ||
Stock options, description | The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over periods ranging between zero and four years. | ||
Stock Option [Member] | Board Member [Member] | Minimum [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, per share | $ 1.72 | ||
Stock Option [Member] | Board Member [Member] | Maximum [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, per share | $ 3.15 |
Non-Cash Expenses (Details)
Non-Cash Expenses (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses: | ||||
Stock based compensation | $ 664,164 | $ 808,470 | $ 1,427,823 | $ 1,787,178 |
Depreciation & amortization | 36,028 | 17,073 | 70,651 | 34,312 |
Subtotal | 700,192 | 825,543 | 1,498,474 | 1,821,490 |
Other expense: | ||||
Amortization of debt discount | 105,085 | 98,977 | 210,170 | 100,953 |
Total non-cash expenses | $ 805,277 | $ 924,520 | $ 1,708,644 | $ 1,922,443 |