Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
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 | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-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 | 43,171,399 | |
Entity File Number | 001-38326 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 10,168,766 | $ 12,563,853 |
Prepaid expenses and other current assets | 297,897 | 361,311 |
Total current assets | 10,466,663 | 12,925,164 |
Property and equipment, net | 487,172 | 523,677 |
Intangible assets, net | 18,884 | 19,154 |
Other assets | 67,403 | 64,242 |
Total assets | 11,040,122 | 13,532,237 |
Current liabilities: | ||
Accounts payable | 462,124 | 444,776 |
Accrued liabilities | 910,674 | 916,692 |
Accrued payroll and other compensation | 573,320 | 677,755 |
Current portion of note payable, net of debt discount and offering costs of $5,555 and $0 as of March 31, 2020 and December 31, 2019, respectively | 79,445 | |
Total current liabilities | 2,025,563 | 2,039,223 |
Notes payable, net of current portion and net of debt discount and offering costs of $449,475 and $546,312 as of March 31, 2020 and December 31, 2019, respectively | 3,368,025 | 3,356,188 |
Total liabilities | 5,393,588 | 5,395,411 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | ||
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 43,141,399 shares as of March 31, 2020 and 43,069,418 as of December 31, 2019 | 43,141 | 43,069 |
Additional paid-in capital | 62,814,281 | 61,087,082 |
Accumulated deficit | (57,210,888) | (52,993,325) |
Total stockholders' equity | 5,646,534 | 8,136,826 |
Total liabilities and stockholders' equity | $ 11,040,122 | $ 13,532,237 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Net of debt discount and offering costs | $ 5,555 | $ 0 |
Debt discount of note payable and offering costs, current | $ 449,475 | $ 546,312 |
Preferred stock, par 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 | 43,141,399 | 43,069,418 |
Common stock, outstanding | 43,141,399 | 43,069,418 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | 1,449,872 | 1,371,848 |
General and administrative | 1,831,621 | 1,456,197 |
Total operating expenses | 3,281,493 | 2,828,045 |
Operating loss | (3,281,493) | (2,828,045) |
Other income (expense): | ||
Interest income | 35,449 | 94,405 |
Interest expense | (77,836) | (76,981) |
Equity modification expense | (802,400) | |
Amortization of debt discount and offering costs | (91,283) | (109,963) |
Total other expense | (936,070) | (92,539) |
Net loss | $ (4,217,563) | $ (2,920,584) |
Basic and diluted net loss per share | $ (0.10) | $ (0.07) |
Weighted average common shares outstanding - basic and diluted | 43,119,369 | 42,635,509 |
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, 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 | ||
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 |
Beginning balance, shares at Mar. 31, 2019 | 42,722,738 | |||
Beginning balance at Dec. 31, 2019 | $ 43,069 | 61,087,082 | (52,993,325) | 8,136,826 |
Beginning balance, shares at Dec. 31, 2019 | 43,069,418 | |||
Stock based compensation | 882,645 | 882,645 | ||
Equity modification expense | 802,400 | 802,400 | ||
Exercise of employee stock options | $ 72 | 42,154 | 42,226 | |
Exercise of employee stock options, shares | 71,981 | |||
Net loss | (4,217,563) | (4,217,563) | ||
Ending balance at Mar. 31, 2020 | $ 43,141 | $ 62,814,281 | $ (57,210,888) | $ 5,646,534 |
Beginning balance, shares at Mar. 31, 2020 | 43,141,399 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (4,217,563) | $ (2,920,584) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 43,958 | 34,623 |
Stock-based compensation | 882,645 | 763,659 |
Equity modification expense | 802,400 | |
Amortization of debt discount | 87,201 | 105,085 |
Amortization of debt issuance costs | 4,081 | 4,878 |
Discount on investments | 8,940 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 63,414 | 48,826 |
Accounts payable | 17,348 | (887,190) |
Accrued liabilities | (6,018) | 118,657 |
Accrued payroll and other compensation | (104,435) | (123,887) |
Net cash used in operating activities | (2,426,969) | (2,846,993) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (7,183) | (4,676) |
Payment for security deposit | (3,161) | |
Purchases of investments | (15,485,000) | |
Proceeds from redemptions of investments | 16,495,000 | |
Net cash (used in) provided by investing activities | (10,344) | 1,005,324 |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 57,500 | |
Proceeds from exercise of employee stock options | 42,226 | 151,601 |
Net cash provided by financing activities | 42,226 | 209,101 |
Net decrease in cash and cash equivalents | (2,395,087) | (1,632,568) |
Cash and cash equivalents at beginning of period | 12,563,853 | 5,722,342 |
Cash and cash equivalents at end of period | $ 10,168,766 | $ 4,089,774 |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
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 focused on the research and development of mitochondria based therapeutics ("MBTs"), an emerging class of drugs for the treatment of chronic and age-related diseases including nonalcoholic steatohepatitis ("NASH"), obesity, cancer, fibrotic diseases such as idiopathic pulmonary fibrosis, acute respiratory distress syndrome (ARDS) including COVID-19 associated ARDS, type 2 diabetes mellitus and cardiovascular and neurodegenerative diseases. 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 Company is monitoring the COVID-19 pandemic, which continues to rapidly evolve, and has taken steps to mitigate the potential impacts on its business. The extent to which the outbreak may impact the Company's business, preclinical studies and further delay its clinical trial will depend on future developments, which are highly uncertain and cannot be predicted with confidence such as what CohBar experienced recently with the pause in the clinical study. The Company has modified its business practices, including implementing a work from home policy for all employees and restricting nonessential travel. The Company expects to continue to take actions that are in the best interests of our employees and business partners. Due to the uncertainty surrounding the pandemic, the Company's visibility into the duration of these actions is limited. 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, 2019, included in the Company's Annual Report on Form 10-K (the "2019 Form 10-K"), filed with the SEC on March 12, 2020. The interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the 2019 Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three-month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or any other period. |
Liquidity and Management's Plan
Liquidity and Management's Plans | 3 Months Ended |
Mar. 31, 2020 | |
Liquidity and Management's Plans [Abstract] | |
Liquidity and Management's Plans | Note 2 – Liquidity and Management's Plans As of March 31, 2020, the Company had working capital and stockholders' equity of $8,441,100 and $5,646,534, respectively. During the three months ended March 31, 2020, the Company incurred a net loss of $4,217,563 and $2,426,969 net cash was used 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, due in part to such latitude and control, that it has sufficient capital to meet its operating expenses and obligations for the next twelve months from the date of this filing. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation All amounts are presented in U.S. Dollars. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company's significant estimates and assumptions include the fair value of financial instruments, stock-based compensation and the valuation allowance relating to the Company's deferred tax assets. 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 as of March 31, 2020 and December 31, 2019 consist of U.S. Treasury Bills, which are classified as held-to-maturity, totaling $7,945,570 and $9,505,777, respectively. 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. Because the maturity dates of the investments as of March 31, 2020 were all less than three months, the amounts were reclassified to cash equivalents. All of the Company's U.S. Treasury Bills matured within the subsequent twelve months from the date of purchase. Unrealized gains and losses were 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 a 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 March 31, 2020 and December 31, 2019. 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 closing price of the Company's common stock as reported by Nasdaq, 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 first quarter of the year ended December 31, 2019, the fair value of stock-based payment awards issued was estimated using a volatility derived from the Company's share price. Prior to the first quarter of the year ended December 31, 2019, 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. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended March 31, 2020 2019 Expected life 6.25 years 6 years Risk free interest rate 1.61% 2.44% Expected volatility 95% 78% Expected dividend yield 0% 0% Forfeiture rate 0% 0% As of March 31, 2020, total unrecognized stock option compensation expense was $4,640,280, 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 March 31, 2020 2019 Options 7,685,377 5,593,752 Warrants 4,907,223 4,907,223 Totals 12,592,600 10,500,975 Recent Accounting Pronouncement In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 4 - Accrued Liabilities Accrued liabilities consist of: As of As of March 31, December 31, Lab services & supplies $ 44,315 $ 131,176 Professional fees 40,727 57,912 Consultant fees 3,750 3,750 Interest 622,035 544,199 Other 199,847 179,655 Total accrued liabilities $ 910,674 $ 916,692 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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 Leases 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 2020. Rent expense was $100,136 and $85,190 for the three months ended March 31, 2020 and 2019, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
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. During the three months ended March 31, 2020, the Company granted a stock option to an employee to purchase 125,000 shares of the Company’s common stock with a grant date price of $2.24 per share. The stock option has a term of ten years and is subject to vesting based on continuous service of the awardee over a four-year period. The stock option has an aggregate grant date fair value of $217,813. During the three months ended March 31, 2020, stock options to purchase 71,981 shares of common stock were exercised for cash proceeds of $42,226. The Company recorded stock-based compensation as follows: For the Three Months Ended March 31, 2020 2019 Research and development $ 212,429 $ 272,811 General and administrative 670,216 490,848 Total $ 882,645 $ 763,659 The following table represents stock option activity for the three months ended March 31, 2020: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2019 7,632,358 4,542,144 $ 2.21 $ 1.57 $ 1.57 6.44 $ - Granted 125,000 - - - - - - Exercised (71,981 ) - - - - - - Cancelled - - - - - - - Balance – March 31, 2020 7,685,377 4,616,153 $ 2.23 $ 1.63 $ 1.63 6.44 $ 1,227,795 The following table summarizes information on stock options outstanding and exercisable as of March 31, 2020: Weighted Average Weighted Average Grant Price Exercise Total Number Remaining From To Price Outstanding Exercisable Contractual Term $ 0.26 $ 2.02 $ 0.90 3,218,376 3,029,209 4.06 years $ 2.10 $ 4.60 $ 2.46 3,774,001 1,097,791 8.44 years $ 5.30 $ 8.86 $ 6.62 693,000 489,153 8.11 years Totals 7,685,377 4,616,153 Warrants The following table summarizes information on warrants outstanding as of March 31, 2020. Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2019 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.55 $ - Granted - - - - - - - Exercised - - - - - - - Cancelled - - - - - - - Balance – March 31, 2020 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 2.02 $ 703,765 |
Non-Cash Expenses
Non-Cash Expenses | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 Operating expenses: Stock-based compensation $ 882,645 $ 763,659 Depreciation & amortization 43,958 34,623 Subtotal $ 926,603 $ 798,282 Other expense: Amortization of debt discount 87,201 105,085 Equity expense 802,400 - Subtotal $ 889,601 $ 105,085 Total non-cash expenses $ 1,816,204 $ 903,367 |
Amendments to Notes and Warrant
Amendments to Notes and Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Amendments To Notes And Warrants [Abstract] | |
Amendments to Notes and Warrants | Note 8 – Amendments to Notes and Warrants On March 10, 2020, the Company entered into amendments (the "Amendments") with certain holders of the Company's 8% Unsecured Promissory Notes (the "2018 Notes") and Nontransferable Common Stock Purchase Warrants (the "2018 Warrants"). Pursuant to the Amendments, the maturity date of the applicable 2018 Notes was extended from March 29, 2021 to June 30, 2021 and the expiration date of the applicable 2018 Warrants was extended from March 29, 2021 to March 29, 2022. The terms of the applicable 2018 Notes were also amended to grant the holders of such 2018 Notes a right to participate in a future private offering of the Company's securities upon terms substantially similar to those offered to investors in a future primary offering of the Company's securities and to grant resale registration rights in connection therewith. The Company recognized in Other Expenses, $209,810 of costs relating to the 2018 Warrants extension in the accompanying condensed statements of operations. The Company determined the proper classification of the loan modification based on ASC 470-50, Debt Modifications and Extinguishments. Because the change in present value of cash flows of the modified debt is less than 10% when compared to the present value of the cash flows of the original debt, no change is required to be made to the debt in the accompanying condensed financial statements. The Company recognized in Other Also, on March 10, 2020, the Company entered into an amendment with certain holders of the Company's Common Stock Purchase Warrants (the "2017 Warrants") pursuant to which the expiration date of the applicable 2017 Warrants was extended from June 30, 2020 to September 30, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – 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. Subsequent to March 31, 2020, the Company applied for the Employee Retention Credit (the "ERC"), which is part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act that was signed into law in March 2020. The ERC provides up to a $5,000 refundable credit for each full-time employee the Company retains between March 13, 2020 and December 31, 2020. On May 12, 2020, the Company entered into an amendment with the remaining holders of the 2017 Warrants pursuant to which the expiration date of the applicable 2017 Warrants was extended from June 30, 2020 to September 30, 2021. Subsequent to March 31, 2020, stock options to purchase 10,000 shares of the Company's common stock were exercised for cash proceeds of $7,300. Subsequent to March 31, 2020, warrants to purchase 20,000 shares of the Company's common stock were exercised for cash proceeds of $45,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | Basis of Presentation All amounts are presented in U.S. Dollars. |
USE OF ESTIMATES | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company's significant estimates and assumptions include the fair value of financial instruments, stock-based compensation and the valuation allowance relating to the Company's deferred tax assets. |
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 as of March 31, 2020 and December 31, 2019 consist of U.S. Treasury Bills, which are classified as held-to-maturity, totaling $7,945,570 and $9,505,777, respectively. 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. Because the maturity dates of the investments as of March 31, 2020 were all less than three months, the amounts were reclassified to cash equivalents. All of the Company’s U.S. Treasury Bills matured within the subsequent twelve months from the date of purchase. Unrealized gains and losses were 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 a 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 March 31, 2020 and December 31, 2019. |
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 closing price of the Company's common stock as reported by Nasdaq, 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 first quarter of the year ended December 31, 2019, the fair value of stock-based payment awards issued was estimated using a volatility derived from the Company's share price. Prior to the first quarter of the year ended December 31, 2019, 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. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended March 31, 2020 2019 Expected life 6.25 years 6 years Risk free interest rate 1.61% 2.44% Expected volatility 95% 78% Expected dividend yield 0% 0% Forfeiture rate 0% 0% As of March 31, 2020, total unrecognized stock option compensation expense was $4,640,280, 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 March 31, 2020 2019 Options 7,685,377 5,593,752 Warrants 4,907,223 4,907,223 Totals 12,592,600 10,500,975 |
RECENT ACCOUNTING PRONOUNCEMENTS | Recent Accounting Pronouncement In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the Three Months Ended March 31, 2020 2019 Expected life 6.25 years 6 years Risk free interest rate 1.61% 2.44% Expected volatility 95% 78% 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 March 31, 2020 2019 Options 7,685,377 5,593,752 Warrants 4,907,223 4,907,223 Totals 12,592,600 10,500,975 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of As of March 31, December 31, Lab services & supplies $ 44,315 $ 131,176 Professional fees 40,727 57,912 Consultant fees 3,750 3,750 Interest 622,035 544,199 Other 199,847 179,655 Total accrued liabilities $ 910,674 $ 916,692 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock-based compensation | For the Three Months Ended March 31, 2020 2019 Research and development $ 212,429 $ 272,811 General and administrative 670,216 490,848 Total $ 882,645 $ 763,659 |
Schedule of stock option activity | Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2019 7,632,358 4,542,144 $ 2.21 $ 1.57 $ 1.57 6.44 $ - Granted 125,000 - - - - - - Exercised (71,981 ) - - - - - - Cancelled - - - - - - - Balance – March 31, 2020 7,685,377 4,616,153 $ 2.23 $ 1.63 $ 1.63 6.44 $ 1,227,795 |
Schedule of stock options outstanding and exercisable | Weighted Average Weighted Average Grant Price Exercise Total Number Remaining From To Price Outstanding Exercisable Contractual Term $ 0.26 $ 2.02 $ 0.90 3,218,376 3,029,209 4.06 years $ 2.10 $ 4.60 $ 2.46 3,774,001 1,097,791 8.44 years $ 5.30 $ 8.86 $ 6.62 693,000 489,153 8.11 years Totals 7,685,377 4,616,153 |
Schedule of warrants activity | Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2019 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.55 $ - Granted - - - - - - - Exercised - - - - - - - Cancelled - - - - - - - Balance – March 31, 2020 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 2.02 $ 703,765 |
Non-Cash Expenses (Tables)
Non-Cash Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of non-cash expenses | For the Three Months Ended March 31, 2020 2019 Operating expenses: Stock-based compensation $ 882,645 $ 763,659 Depreciation & amortization 43,958 34,623 Subtotal $ 926,603 $ 798,282 Other expense: Amortization of debt discount 87,201 105,085 Equity expense 802,400 - Subtotal $ 889,601 $ 105,085 Total non-cash expenses $ 1,816,204 $ 903,367 |
Liquidity and Management's Pl_2
Liquidity and Management's Plans (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Liquidity and Management's Plans (Textual) | ||||
Working capital | $ 8,441,100 | |||
Stockholders' equity | 5,646,534 | $ 16,014,794 | $ 8,136,826 | $ 17,962,618 |
Net loss | (4,217,563) | (2,920,584) | ||
Net cash used operating activities | $ 2,426,969 | $ 2,846,993 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Equity Option [Member] | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of weighted-average Black-Scholes assumptions | ||
Expected life | 6 years 2 months 30 days | 6 years |
Risk free interest rate | 1.61% | 2.44% |
Expected volatility | 95.00% | 78.00% |
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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of anti-dilutive securities excluded from computation of earnings per share | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 12,592,600 | 10,500,975 |
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 | 4,907,223 |
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 | 7,685,377 | 5,593,752 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
U.S. Treasury bills | $ 7,945,570 | $ 9,505,777 |
Unrecognized stock option compensation expense | $ 4,640,280 | |
Recognized options vest over period | 4 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Lab services & supplies | $ 44,315 | $ 131,176 |
Professional fees | 40,727 | 57,912 |
Consultant fees | 3,750 | 3,750 |
Interest | 622,035 | 544,199 |
Other | 199,847 | 179,655 |
Total accrued liabilities | $ 910,674 | $ 916,692 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies (Textual) | ||
Rent expense | $ 100,136 | $ 85,190 |
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 2020 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 882,645 | $ 763,659 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 212,429 | 272,811 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 670,216 | $ 490,848 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Stock Options, Outstanding | |
Exercised | shares | (10,000) |
Equity Option [Member] | |
Stock Options, Outstanding | |
Beginning Balance | shares | 7,632,358 |
Granted | shares | 125,000 |
Exercised | shares | (71,981) |
Cancelled | shares | |
Ending Balance | shares | 7,685,377 |
Stock Options, Exercisable | |
Beginning Balance | shares | 4,542,144 |
Granted | shares | |
Exercised | shares | |
Cancelled | shares | |
Ending Balance | shares | 4,616,153 |
Weighted Average, Exercise Price, Outstanding | |
Beginning Balance | $ 2.21 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 2.23 |
Weighted Average, Exercise Price, Exercisable | |
Beginning Balance | 1.57 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 1.63 |
Weighted Average, Fair Value Vested | |
Beginning Balance | 1.57 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | $ 1.63 |
Weighted Average, Contractual Life (Years) | |
Beginning Balance | 6 years 5 months 9 days |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 6 years 5 months 9 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Ending Balance | $ | $ 1,227,795 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Total Outstanding | shares | 7,685,377 |
Stock Options, Number Exercisable | shares | 4,616,153 |
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 | $ 0.90 |
Stock Options, Total Outstanding | shares | 3,218,376 |
Stock Options, Number Exercisable | shares | 3,029,209 |
Stock Options, Weighted Average Remaining Contractual Term | 4 years 22 days |
Grant Price From 2.40 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 | 3,774,001 |
Stock Options, Number Exercisable | shares | 1,097,791 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 5 months 9 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 | $ 6.62 |
Stock Options, Total Outstanding | shares | 693,000 |
Stock Options, Number Exercisable | shares | 489,153 |
Stock Options, Weighted Average Remaining Contractual Term | 8 years 1 month 9 days |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Warrants, Outstanding | |
Beginning Balance | shares | 4,907,223 |
Granted | shares | |
Exercised | shares | |
Cancelled | shares | |
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 | $ 2.4 |
Granted | |
Cancelled | |
Exercised | |
Ending Balance | 2.40 |
Weighted Average, Exercise Price, Exercisable | |
Beginning Balance | 2.4 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | 2.40 |
Weighted Average, Fair Value Vested | |
Beginning Balance | 1.11 |
Granted | |
Exercised | |
Cancelled | |
Ending Balance | $ 1.11 |
Weighted Average, Contractual Life (Years) | |
Beginning Balance | 1 year 6 months 18 days |
Ending Balance | 2 years 7 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | |
Granted | $ | |
Exercised | $ | |
Cancelled | $ | |
Ending Balance | $ | $ 703,765 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stockholders' Equity (Textual) | ||
Stock options to purchase shares of common stock | 10,000 | |
Cash proceeds of exercised, stock options | $ 42,226 | $ 151,601 |
2011 Plan [Member] | ||
Stockholders' Equity (Textual) | ||
Remaining options to be issued | 1,065,566 | |
Warrant [Member] | ||
Stockholders' Equity (Textual) | ||
Cash proceeds from warrants | $ 57,500 | |
Number of warrants expired and cancelled | 6,982 | |
Stock Option [Member] | ||
Stockholders' Equity (Textual) | ||
Stock options granted | 125,000 | |
Stock options to purchase shares of common stock | 71,981 | |
Cash proceeds of exercised, stock options | $ 71,981 | |
Common stock future issuance | 42,226 | |
Stock Option [Member] | Board Member [Member] | ||
Stockholders' Equity (Textual) | ||
Common stock, per share | $ 2.24 | |
Stock option aggregate grant fair value | $ 217,813 | |
Stock options, description | The stock option has a term of ten years and is subject to vesting based on continuous service of the awardee over a four-year period. |
Non-Cash Expenses (Details)
Non-Cash Expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Stock-based compensation | $ 882,645 | $ 763,659 |
Depreciation & amortization | 43,958 | 34,623 |
Subtotal | 926,603 | 798,282 |
Other expense: | ||
Amortization of debt discount | 87,201 | 105,085 |
Equity expense | 802,400 | |
Subtotal | 889,601 | 105,085 |
Total non-cash expenses | $ 1,816,204 | $ 903,367 |
Amendments to Notes and Warra_2
Amendments to Notes and Warrants (Details) | Mar. 10, 2020USD ($) |
Amendments to Notes and Warrants (Textual) | |
Description of amendments | The Company entered into amendments (the "Amendments") with certain holders of the Company's 8% Unsecured Promissory Notes (the "2018 Notes") and Nontransferable Common Stock Purchase Warrants (the "2018 Warrants"). Pursuant to the Amendments, the maturity date of the applicable 2018 Notes was extended from March 29, 2021 to June 30, 2021 and the expiration date of the applicable 2018 Warrants was extended from March 29, 2021 to March 29, 2022. The terms of the applicable 2018 Notes were also amended to grant the holders of such 2018 Notes a right to participate in a future private offering of the Company's securities upon terms substantially similar to those offered to investors in a future primary offering of the Company's securities and to grant resale registration rights in connection therewith. |
Percentage of debt | 10.00% |
2018 Warrants [Member] | |
Amendments to Notes and Warrants (Textual) | |
Other expenses of costs relating to warrants | $ 209,810 |
2017 Warrants [Member] | |
Amendments to Notes and Warrants (Textual) | |
Other expenses of costs relating to warrants | $ 592,590 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Subsequent Events (Textual) | ||
Employee retention credit refundable | $ 5,000 | |
Stock options exercised | 10,000 | |
Cash proceeds | $ 42,226 | $ 151,601 |
Warrants | 20,000 | |
Exercised for cash proceeds | $ 45,000 |