Document And Entity Information
Document And Entity Information | 6 Months Ended |
Mar. 31, 2016 | |
Document Information [Line Items] | |
Document Type | S1 |
Amendment Flag | false |
Entity Registrant Name | Arch Therapeutics, Inc. |
Entity Central Index Key | 1,537,561 |
Document Period End Date | Mar. 31, 2016 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets: | |||
Cash | $ 1,669,249 | $ 3,960,100 | $ 833,520 |
Prepaid expenses and other current assets | 90,119 | 42,919 | 43,470 |
Total current assets | 1,759,368 | 4,003,019 | 876,990 |
Long-term assets: | |||
Total assets | 1,759,368 | 4,003,019 | 876,990 |
Current liabilities: | |||
Accounts payable | 135,615 | 231,761 | 175,832 |
Accrued expenses and other liabilities | 163,386 | 245,478 | 267,835 |
Convertible notes, net of unamortized discount | 100,000 | 473,747 | 0 |
Current derivative liabilities | 0 | 335,092 | 2,280,000 |
Total current liabilities | 399,001 | 1,286,078 | 2,723,667 |
Long-term liabilities: | |||
Note payable, net of unamortized discount | 972,353 | 966,824 | 955,766 |
Accrued interest, net of current portion | 270,500 | 210,000 | 100,000 |
Derivative liabilities, net of current portion | 0 | 3,990,000 | |
Total long-term liabilities | 1,242,853 | 1,176,824 | 5,045,766 |
Total liabilities | $ 1,641,854 | $ 2,462,902 | $ 7,769,433 |
Commitments and contingencies | |||
Stockholders’ equity (deficit): | |||
Common Stock Value | $ 110,424 | $ 107,392 | $ 72,051 |
Additional paid-in capital | 18,139,021 | 17,154,945 | 5,810,200 |
Accumulated deficit | (18,131,931) | (15,722,220) | (12,774,694) |
Total stockholders' equity | 117,514 | 1,540,117 | (6,892,443) |
Total liabilities and stockholders' equity | $ 1,759,368 | $ 4,003,019 | $ 876,990 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 110,423,588 | 107,542,205 | 72,076,487 |
Common Stock, Shares Outstanding | 110,423,588 | 107,542,205 | 72,076,487 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||||
General and administrative expenses | 868,433 | 853,177 | 1,733,946 | 1,723,533 | 3,700,477 | 3,134,285 |
Research and development expenses | 386,285 | 402,495 | 800,288 | 802,230 | 1,760,037 | 1,477,479 |
Total operating expenses | 1,254,718 | 1,255,672 | 2,534,234 | 2,525,763 | 5,460,514 | 4,611,764 |
Operating loss | (1,254,718) | (1,255,672) | (2,534,234) | (2,525,763) | (5,460,514) | (4,611,764) |
Other income (expense): | ||||||
Interest expense | (66,823) | (50,556) | (210,569) | (78,320) | (377,805) | (111,059) |
Fair value of derivative liabilities in excess of proceeds | 0 | (7,541,693) | ||||
Gain on exercise of warrants and conversion of debt | 13,503 | 0 | 142,964 | 224,000 | 386,612 | 0 |
Loss on warrant derivative modification | 0 | (624,016) | 0 | (1,924,186) | (1,032,113) | 0 |
Decrease to fair value of derivative | 54,982 | 1,096,278 | 192,128 | 3,849,448 | 3,536,294 | 4,121,693 |
Total other income | 1,662 | 421,706 | 124,523 | 2,070,942 | 2,512,988 | (3,531,059) |
Net Loss | $ (1,253,056) | $ (833,966) | $ (2,409,711) | $ (454,821) | $ (2,947,526) | $ (8,142,823) |
Earnings per share - basic and diluted | ||||||
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.12) |
Weighted common shares - basic and diluted | 109,524,010 | 76,076,487 | 109,069,824 | 74,716,734 | 81,394,873 | 67,492,823 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Sep. 30, 2013 | $ 187,016 | $ 60,145 | $ 4,758,742 | $ (4,631,871) |
Beginning balance (in shares) at Sep. 30, 2013 | 60,145,237 | |||
Net loss | (8,142,823) | $ 0 | 0 | (8,142,823) |
Issuance of restricted stock for services | 94,875 | $ 275 | 94,600 | 0 |
Issuance of restricted stock for services (in shares) | 275,000 | |||
Shares issued for the exercise of stock options | 92,500 | $ 231 | 92,269 | 0 |
Shares issued for the exercise of stock options (in shares) | 231,250 | |||
Issuance of stock in Private Placement Funding | (225,297) | $ 11,400 | (236,697) | 0 |
Issuance of stock in Private Placement Funding (in shares) | 11,400,000 | |||
Stock based compensation expense | 1,101,286 | $ 0 | 1,101,286 | 0 |
Ending balance at Sep. 30, 2014 | (6,892,443) | $ 72,051 | 5,810,200 | (12,774,694) |
Ending balance (in shares) at Sep. 30, 2014 | 72,051,487 | |||
Net loss | (1,227,206) | |||
Ending balance at Jun. 30, 2015 | 279,406 | |||
Beginning balance at Sep. 30, 2014 | (6,892,443) | $ 72,051 | 5,810,200 | (12,774,694) |
Beginning balance (in shares) at Sep. 30, 2014 | 72,051,487 | |||
Net loss | (2,947,526) | $ 0 | 0 | (2,947,526) |
Issuance of restricted stock for services | 166,157 | $ 475 | 165,682 | 0 |
Issuance of restricted stock for services (in shares) | 475,000 | |||
Reclassification of Series A and C Warrants | 3,263,753 | $ 0 | 3,263,753 | |
Shares issued for the exercise of warrants | 3,600,000 | $ 18,687 | 3,581,313 | 0 |
Shares issued for the exercise of warrants (in shares) | 18,686,801 | |||
Shares issued for the exercise of stock options | $ 0 | $ 462 | (462) | 0 |
Shares issued for the exercise of stock options (in shares) | (1,025,000) | 462,298 | ||
Shares issued in consideration for extending the Series C Warrants and eliminating the Ratchet Provision | $ 135,352 | $ 570 | 134,782 | 0 |
Shares issued in consideration for extending the Series C Warrants and eliminating the Ratchet Provision (in shares) | 570,000 | |||
Issuance of stock in Private Placement Funding | 3,015,966 | $ 14,391 | 3,001,575 | 0 |
Issuance of stock in Private Placement Funding (in shares) | 14,390,754 | |||
Shares issued for the conversion of the convertible notes | 151,173 | $ 756 | 150,417 | 0 |
Shares issued for the conversion of the convertible notes (in shares) | 755,865 | |||
Stock based compensation expense | 1,047,685 | $ 0 | 1,047,685 | 0 |
Ending balance at Sep. 30, 2015 | 1,540,117 | $ 107,392 | $ 17,154,945 | $ (15,722,220) |
Ending balance (in shares) at Sep. 30, 2015 | 107,392,205 | |||
Net loss | $ (2,409,711) | |||
Shares issued for the exercise of stock options (in shares) | 0 | |||
Ending balance at Mar. 31, 2016 | $ 117,514 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||||
Net Loss | $ (2,409,711) | $ (454,821) | $ (2,947,526) | $ (8,142,823) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation Expense | 0 | 322 | ||
Stock-based compensation | 358,330 | 609,272 | 1,047,685 | 1,101,286 |
Noncash interest expense on notes payable | 210,569 | 78,320 | 377,805 | 111,059 |
Issuance of restricted stock for services | 52,500 | 8,625 | 166,157 | 94,875 |
Gain on exercise of warrants and conversion of debt | (142,964) | (224,000) | (386,612) | 0 |
Loss on warrant derivative modification | 0 | 1,924,186 | 1,032,113 | 0 |
Decrease to fair value of derivative | (192,128) | (3,849,448) | (3,536,294) | (4,121,693) |
Fair value of derivative liabilities in excess of proceeds | 0 | 7,541,693 | ||
Issuance of common stock for services | 0 | 92,500 | ||
(Increase) decrease in: | ||||
Prepaid expenses and other current assets | (47,200) | 11,029 | 551 | (13,779) |
Increase (decrease) in: | ||||
Accounts payable | (96,146) | 28,267 | 55,929 | (138,937) |
Accrued expenses and other liabilities | (64,101) | 58,650 | (49,194) | 126,995 |
Net cash used in operating activities | (2,330,851) | (1,809,920) | (4,239,386) | (3,348,502) |
Cash flows from financing activities: | ||||
Proceeds from exercise of warrants | 40,000 | 800,000 | 3,600,000 | 0 |
Proceeds from issuance of common stock and warrants | 3,015,966 | 2,624,703 | ||
Proceeds from issuance of convertible notes | 0 | 750,000 | 750,000 | 0 |
Proceeds from issuance of notes payable | 0 | 1,000,000 | ||
Net cash provided by financing activities | 40,000 | 1,550,000 | 7,365,966 | 3,624,703 |
Net increase in cash | (2,290,851) | (259,920) | 3,126,580 | 276,201 |
Cash, beginning of period | 3,960,100 | 833,520 | 833,520 | 557,319 |
Cash and cash equivalents, end of period | 1,669,249 | 573,600 | 3,960,100 | 833,520 |
Non-cash financing activities | ||||
Issuance of Inducement shares | 135,352 | 0 | ||
Conversion of 8% convertible notes and accrued interest to common stock | $ 536,278 | $ 0 | 151,173 | 0 |
Reclassification of Series A and C Warrants from derivative liabilities to equity | 3,263,753 | 0 | ||
Conversion feature embedded in convertible note | $ 354,988 | $ 0 |
BASIS OF PRESENTATION AND DESCR
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS | 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS Organization and Description of Business Arch Therapeutics, Inc., (together with its subsidiary, the “Company” or “Arch”) was incorporated under the laws of the State of Nevada on September 16, 2009, under the name “Almah, Inc.” to pursue the business of distributing automobile spare parts online. Effective June 26, 2013, the Company completed a merger (the “Merger”) with Arch Biosurgery, Inc. (formerly known as Arch Therapeutics, Inc.), a Massachusetts corporation (“ABS”), and Arch Acquisition Corporation (“Merger Sub”), the Company’s wholly owned subsidiary formed for the purpose of the transaction, pursuant to which Merger Sub merged with and into ABS and ABS thereby became the wholly owned subsidiary of the Company. As a result of the acquisition of ABS, the Company abandoned its prior business plan and changed its operations to the business of a biotechnology company. Our current principal offices are located in Framingham, Massachusetts. For financial reporting purposes, the Merger represented a “reverse merger”. ABS was deemed to be the accounting acquirer in the transaction and the predecessor of Arch. Consequently, the accumulated deficit and the historical operations that are reflected in the Company’s unaudited interim consolidated financial statements prior to the Merger are those of ABS. All share information has been restated to reflect the effects of the Merger. The Company’s financial information has been consolidated with that of ABS after consummation of the Merger on June 26, 2013, and the historical financial statements of the Company before the Merger have been replaced with the historical financial statements of ABS before the Merger in this report. ABS was incorporated under the laws of the Commonwealth of Massachusetts on March 6, 2006 as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name from Clear Nano Solutions, Inc. to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. The Company has generated no operating revenues to date, and is devoting substantially all of its efforts toward product research and development. To date, the Company has principally raised capital through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential products. The Company will be required to raise additional capital, obtain alternative means of financial support, or both, prior to or during October 2016 in order to continue to fund operations. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The unaudited interim consolidated financial statements do not include any adjustments related to the recoverability of assets that might be necessary despite this uncertainty. | 1. DESCRIPTION OF BUSINESS Arch Therapeutics, Inc., (together with its subsidiary, the “Company”) was incorporated under the laws of the State of Nevada on September 16, 2009, under the name “Almah, Inc.” to pursue the business of distributing automobile spare parts online. Effective June 26, 2013, the Company completed a merger (the “Merger”) with Arch Biosurgery, Inc. (formerly known as Arch Therapeutics, Inc.), a Massachusetts corporation (“ABS”), and Arch Acquisition Corporation (“Merger Sub”), the Company’s wholly owned subsidiary formed for the purpose of the transaction, pursuant to which Merger Sub merged with and into ABS and ABS thereby became the wholly owned subsidiary of the Company. As a result of the acquisition of ABS, the Company abandoned its prior business plan and has changed its operations to the business of a life science medical device company. Our current principal offices are located in Framingham, Massachusetts. For financial reporting purposes, the Merger represented a “reverse merger”. ABS was deemed to be the accounting acquirer in the transaction and the predecessor of Arch. Consequently, the accumulated deficit and the historical operations that are reflected in the Company’s consolidated financial statements prior to the Merger are those of ABS. All share information has been restated to reflect the effects of the Merger. The Company’s financial information has been consolidated with that of ABS after consummation of the Merger on June 26, 2013, and the historical financial statements of the Company before the Merger have been replaced with the historical financial statements of ABS before the Merger in this report. ABS was incorporated under the laws of Commonwealth of Massachusetts on March 6, 2006 as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name from Clear Nano Solutions, Inc. to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. The Company has generated no operating revenues to date, and is devoting substantially all of its efforts toward product research and development. To date, the Company has principally raised capital through borrowings and the issuance of convertible debt and units consisting of common stock and warrants. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential products. The Company will be required to raise additional capital, obtain alternative means of financial support, or both, prior to or during May 2016 in order to continue to fund operations. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary despite this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. Although we believe that the disclosures in these unaudited interim consolidated financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with US GAAP has been omitted as permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the SEC on December 11, 2015. For a complete summary of our significant accounting policies, please refer to Note 2 included in Item 15 of our Form 10-K for the fiscal year ended September 30, 2015. There have been no material changes to our significant accounting policies during the six months ended March 31, 2016. Basis of Accounting The unaudited interim consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a biotechnology company. All intercompany accounts and transactions have been eliminated in consolidation. The Company is in the development stage and is devoting substantially all of its efforts to developing technologies, raising capital, establishing customer and vendor relationships, and recruiting new employees. Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recently Issued Accounting Guidance Accounting Standards Update (ASU) 2016-09, “CompensationStock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” was issued by the Financial Accounting Standards Board (FASB) in March 2016. The purpose of this amendment is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2016-02, “Leases (Topic 842)” was issued by the FASB in February 2016. The purpose of this amendment requires the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes” was issued by the FASB in November 2015. The purpose of this amendment requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2015-03, “Interest Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs” was issued by the FASB in April 2015. The purpose of this amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2015-02, “Consolidation (Topic 810) Amendments to the Consolidation Analysis”, was issued by the FASB in February 2015. The purpose of this amendment is to change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations or financial position or disclosures. ASU 2014-16, “Derivatives and Hedging (Topic 815)” was issued by the FASB in November 2014. The primary purpose of the ASU is to determine whether the host contract in a Hybrid Financial Instrument issued in the form of a share is more akin to debt or equity. ASU 2014-16 is effective for public entities for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations or financial position or disclosures. ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to ‘Continue as a Going Concern” was issued by the FASB in August 2014. The primary purpose of the ASU is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments should reduce diversity in the timing and content of footnote disclosure. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for the annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2014-12, “Compensation-Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” was issued by the FASB in June 2014. ASU 2014-12 requires that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for public business entities for annual periods and interim periods within the annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) was issued by the FASB in May 2014. The primary purpose of the ASU is to develop a common revenue standard for revenue recognition between the FASB and the International Accounting Standards Board (IASB). The ASU removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, and improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, among other items. We are a development stage company and do not currently generate revenue. ASU 2014-09 is effective for public business entities for annual periods beginning after December 15, 2017. While we are a development stage company and do not currently generate revenue, we currently anticipate generating revenue by the effective date of this ASU and therefore will be subject to this guidance. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations, financial position or disclosures. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of March 31, 2016 and September 30, 2015. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment Convertible Debt The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt through their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and the contingency has been resolved. Income Taxes In accordance with ASC 740, Income Taxes The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has no reserves related to uncertain tax positions as of March 31, 2016 and September 30, 2015. Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. Accounting for Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of ASC 718, Compensation-Stock Compensation Equity, In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate, and expected dividends. The Company has a limited history of market prices of its common stock, and as such volatility is estimated in accordance with ASC 718-10-S99 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures At March 31, 2016 and September 30, 2015, the carrying amounts of cash, accounts payable, accrued liabilities, and convertible notes approximate fair value because of their short-term nature. The fair value of note payable, which is influenced by interest rates and the company’s liquidity, approximates carrying value. Subsequent Events The Company evaluated all events or transactions that occurred through April 27, 2016 the date which these unaudited interim consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 9 of these unaudited interim consolidated financial statements. Going Concern Basis of Accounting The Company does not currently believe its existing cash resources are sufficient to meet its anticipated needs during the next twelve months. As reflected in the unaudited interim consolidated financial statements, the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations, and has limited working capital. The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations. As of March 31, 2016, there is substantial doubt about our ability to continue as a going concern. The unaudited interim consolidated financial statements included in this report do not include any adjustments that might be necessary should operations discontinue. The Company expects to incur substantial expenses for the foreseeable future for the research, development and commercialization of its potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. The Company does not have sufficient cash to support its current operating plan. The Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. Historically, the Company has funded its operations primarily through equity and debt financings. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a life science medical device company. All intercompany accounts and transactions have been eliminated in consolidation. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved. In accordance with ASC 740, Income Taxes The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has no reserves related to uncertain tax positions as of September 30, 2015 and 2014. The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation Equity , In accordance with FASB ASC Topic 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of market prices of the common stock, and as such volatility is estimated in accordance with ASC 718-10-S99 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures The Company’s financial instruments include cash and notes payable. Because of their short maturity, the carrying amount of cash and notes payable are considered to approximate fair value. The Company evaluated all events or transactions that occurred through December 10, 2015 the date which these consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 15. The Company does not currently believe its existing cash resources are sufficient to meet its anticipated needs during the next twelve months. As reflected in the consolidated financial statements, the Company has an accumulated deficit, has suffered significant recurring net losses and negative cash flows from operations, and has limited working capital. In addition, the Company does not have sufficient cash and cash equivalents to support its current operating plan. The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations. As of September 30, 2015, there is substantial doubt about our ability to continue as a going concern. The Company expects to incur substantial expenses for the foreseeable future for the research, development and commercialization of its potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Historically, the Company has funded its operations primarily through equity and debt financings. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. The Company has determined that there had been an immaterial error in its accounting for the Series A Warrants, Series C Warrants, and Series D Warrants contained in its consolidated financial statements for the three and nine months ended June 30, 2015 filed with the Securities Exchange Commission on August 7, 2015. The Company determined that the Series A Warrants, Series C Warrants and Series D Warrants should have been presented in stockholders’ equity instead of as a liability. The Company assessed the materiality of this error in accordance with Staff Accounting Bulletin No. 99, Materiality |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
STOCK-BASED COMPENSATION | 3. STOCK-BASED COMPENSATION 2013 Stock Incentive Plan On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “2013 Plan”). Under the 2013 Plan, during the fiscal year ended September 30, 2015, a maximum number of 13,114,256 3,000,000 16,114,256 As of March 31, 2016, a total of 8,479,212 4,652,500 Share-based awards During the three and six months ended March 31, 2016, the Company did not grant options to employees and directors or to consultants to purchase shares of common stock under the 2013 Plan. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period are defined pursuant to the terms of the consulting agreement. Share-based compensation expense for awards outstanding during the three and six months ended March 31, 2016 was based on the fair market value at period end or grant date fair value estimated using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of share based compensation for the three and six months ended March 31, 2016; expected volatility, 76.57 119.44 0.58 2.40 0.00 1 10 Expected price volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. The Company exited shell company status on June 26, 2013. In situations where a newly public entity has limited historical data on the price of its publicly traded shares and no other traded financial instruments, authoritative guidance is provided on estimating this assumption by basing its expected volatility on the historical, expected, or implied volatility of similar entities whose share option prices are publicly available. In making the determination as to similarity, the guidance recommends the consideration of industry, stage of life cycle, size and financial leverage of such other entities. The Company’s expected volatility is derived from the historical daily change in the market price of its common stock since it exited shell company status, as well as the historical daily change in the market price for the peer group as determined by the Company. For so called “plain vanilla” options granted to employees, the expected term of the options is based upon the simplified method as defined in ASC 718-10-S99 which averages an award’s weighted-average vesting period and the contractual term for share options. The Company will continue to use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with ASC Topic 718. The Company’s estimation of the expected term for stock options not subject to the simplified method is based upon the contractual term of the option award. For the purposes of estimating the fair value of stock option awards, the risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield. The Company has never paid any dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Stock-based compensation expense recognized in the Company’s unaudited interim consolidated statements of operations is based on awards ultimately expected to vest, reduced for estimated forfeitures. Authoritative guidance requires forfeitures to be estimated at the time of grant, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Historically, the Company has not had significant forfeitures of stock options granted to employees, directors and non-employees. Therefore, the Company has estimated the forfeiture rate of its outstanding stock options as zero, but will continually evaluate its historical data as a basis for determining expected forfeitures. Stock compensation plan activity is as follows: Common Stock Options Weighted Weighted Average Option Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (years) Value Outstanding at September 30, 2015 10,776,500 $ 0.30 - $ - Awarded - - - - Exercised - - - - Forfeited (37,500) $ 0.22 - - Outstanding at March 31, 2016 10,739,000 $ 0.31 5.67 593,828 Vested 9,816,751 $ 0.31 4.87 434,330 Vested and expected to vest at March 31, 2016 10,739,000 $ 0.31 5.67 593,828 As of March 31, 2016, 4,381,704 210,000 331,000 114,000 153,000 96,000 178,000 358,000 609,000 168,000 274,000 190,000 335,000 As of March 31, 2016, there is approximately $ 219,000 1.18 | 8. STOCK-BASED COMPENSATION 2013 Stock Incentive Plan On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “2013 Plan”). Under the 2013 Plan, during the fiscal year ended September 30, 2015, a maximum number of 13,114,256 3,000,000 3,000,000 16,114,256 As of September 30, 2015, a total of 8,479,212 4,652,500 Share-based awards During the year ended September 30, 2015, the Company granted options to employees and directors to purchase 3,175,000 1,087,500 1 10 3 0.17 0.28 The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period are defined pursuant to the terms of the consulting agreement. Share-based compensation expense for awards granted during the year ended September 30, 2015 was based on the fair market value at period end or grant date fair value estimated using the Black-Scholes Option Pricing Model. The following assumptions were used to calculate the fair value of share based compensation for the year ended September 30, 2015; expected volatility, 76.6 119.4 0.64 2.03 0.00 0.00 1 10 Expected price volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. The Company exited shell company status on June 26, 2013. In situations where a newly public entity has limited historical data on the price of its publicly traded shares and no other traded financial instruments, authoritative guidance is provided on estimating this assumption by basing its expected volatility on the historical, expected, or implied volatility of similar entities whose share option prices are publicly available. In making the determination as to similarity, the guidance recommends the consideration of industry, stage of life cycle, size and financial leverage of such other entities. The Company’s expected volatility is derived from the historical daily change in the market price of its common stock since it exited shell company status, as well as the historical daily change in the market price for the peer group as determined by the Company. For so called “plain vanilla” options granted to employees, the expected term of the options is based upon the simplified method as defined in ASC 718-10-S99 which averages an award’s weighted-average vesting period and the contractual term for share options. The Company will continue to use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with ASC Topic 718. The Company’s estimation of the expected term for stock options not subject to the simplified method is based upon the contractual term of the option award. For the purposes of estimating the fair value of stock option awards, the risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield. The Company has never paid any dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Stock-based compensation expense recognized in the Company’s consolidated statements of operations is based on awards ultimately expected to vest, reduced for estimated forfeitures. Authoritative guidance requires forfeitures to be estimated at the time of grant, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Prior to the year ended September 30, 2015, the Company did not experience any forfeitures of stock options. During the year ended September 30, 2015, the Company experienced an insignificant number of forfeitures of stock options granted. Since the Company has a limited history of stock option forfeitures it continues to estimate the forfeiture rate of its outstanding stock options as zero, but will continually evaluate its historical data as a basis for determining expected forfeitures. Common Stock Options Option Weighted Weighted Aggregate Outstanding at September 30, 2014 8,637,962 $ 0.38 - $ - Awarded 4,262,500 $ 0.21 - - Exercised 1,025,000 $ 0.33 - - Forfeited (1,098,962) $ 0.36 - - Outstanding at September 30, 2015 10,776,500 $ 0.30 6.85 $ 335,435 Vested 8,796,959 $ 0.32 4.73 $ 200,668 Vested and expected to vest at September 30, 2015 10,776,500 $ 0.30 6.85 $ 335,435 As of September 30, 2015, 781,506 1,048,000 1,101,000 466,000 629,000 582,000 472,000 As of September 30, 2015, there is approximately $ 607,000 1.62 Restricted Stock 2015 2014 Restricted Stock Non Vested at October 1 25,000 - Awarded - 300,000 Vested (25,000) (275,000) Forfeited - - Non Vested at September 30 - 25,000 2015 2014 Non Vested at October 1 $ 0.345 $ - Awarded - 0.345 Vested 0.345 0.345 Forfeited - - Non Vested at September 30 $ - $ 0.345 Non-employee restricted shares subject to vesting are revalued at each vesting date and at the end of the reporting period, with all changes in fair value recorded as stock-based compensation expense. For the year ended September 30, 2015 and 2014, compensation expense recorded for the restricted stock awards was approximately $ 9,000 95,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Estimated Useful Life 2015 2014 Furniture and fixtures 5 years $ 2,925 $ 2,925 Lab equipment 5 years 1,000 1,000 3,925 3,925 Less - accumulated depreciation 3,925 3,925 $ - $ - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 4. INCOME TAXES 2015 2014 Net operating loss carryforwards $ 3,748,426 $ 2,731,492 Capitalized expenditures 802,769 381,872 Research and experimentation credit carryforwards 164,252 63,368 Stock based compensation 1,014,654 501,175 Property and Equipment 1,569 1,568 Accrued expenses 124,716 46,230 Gross deferred tax assets 5,856,386 3,725,705 Deferred tax asset valuation allowance (5,856,386) (3,725,705) Net deferred tax assets $ - $ - As of September 30, 2015 and 2014, the Company had federal net operating loss carryforwards of approximately $ 9,509,000 6,230,000 139,744 44,112 As of September 30, 2015 and 2014, the Company had state net operating loss carryforwards of approximately $ 8,487,000 5,271,000 37,000 19,000 As the Company has not yet achieved profitable operations, management believes the tax benefits as of September 30, 2015 and 2014 did not satisfy the realization criteria set forth in FASB ASC Topic 740, Income Taxes, and therefore has recorded a valuation allowance for the entire deferred tax asset. The valuation allowance increased in 2015 and 2014 by approximately $ 2,130,000 2,202,000 The Company experienced an ownership change as a result of the Merger described in Note 6, causing a limitation on the annual use of the net operating loss carryforwards, which are subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions. As of September 30, 2015, the Company is open to examination in the U.S. federal and certain state jurisdictions for tax years ended September 30, 2015, 2014, 2013 and 2012. |
2015 RESTRICTED STOCK
2015 RESTRICTED STOCK | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Restricted Stock [Abstract] | ||
2015 RESTRICTED STOCK | 4. 2015 RESTRICTED STOCK On August 6, 2015, we entered into separate consulting agreements with two investor relations firms, Excelsior Global Advisors LLC (“ Excelsior Acorn 300,000 0.35 150,000 150,000 75,000 50,000 25,000 Restricted Stock Non Vested at September 30, 2015 150,000 Awarded - Vested (150,000) Forfeited - Non Vested at March 31, 2016 - Non Vested at September 30, 2015 $ 0.35 Awarded - Vested 0.35 Forfeited - Non Vested at March 31, 2016 $ - For the three and six months ended March 31, 2016, compensation expense recorded for the restricted stock awards was $ 0 52,500 | 9. 2015 Restricted Stock On August 6, 2015, we entered into separate consulting agreements with two investor relations firms, Excelsior Global Advisors LLC (“ Excelsior Acorn 300,000 0.35 150,000 150,000 75,000 50,000 25,000 2015 Restricted Stock Non Vested at October 1 - Awarded 600,000 Vested (450,000) Forfeited - Non Vested at September 30 150,000 2015 Non Vested at October 1 $ - Awarded 0.35 Vested 0.35 Forfeited - Non Vested at September 30 $ 0.35 For the year ended September 30, 2015, compensation expense recorded for the restricted stock awards was approximately $ 157,000 |
8% CONVERTIBLE NOTES
8% CONVERTIBLE NOTES | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Debt Disclosure [Abstract] | ||
8% CONVERTIBLE NOTES | 5. 8% CONVERTIBLE NOTES Beginning March 11, 2015 and through March 13, 2015, the Company entered into a series of substantially similar subscription agreements (each a “Subscription Agreement”) with each of Anson Investments Master Fund, Ltd., Equitec Specialists, LLC and Capital Ventures International (collectively, the “Note Investors”) pursuant to which the Company issued unsecured 8% Convertible Notes (the “Notes”, and such transaction, the “Notes Offering”) to the Note Investors in the aggregate principal amount of $750,000. On the closing of the Notes Offering on March 13, 2015 (the “Closing Date”), each Note Investor was issued a Note in the principal amount of $250,000. The Company did not engage any underwriter or placement agent in connection with the Notes Offering. During the three months ended March 31, 2016, $195,000 of Notes and $ 15,381 1,051,904 505,000 31,278 2,681,383 100,000 100,000 8,622 543,111 The issuance and sale of the Notes and Conversion Shares (collectively, the “Securities”) has not been, and will not upon issuance be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Securities were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act, based on the following facts: each of the Note Investors has represented that it is (and on the date of any conversion or sale of the Notes and/or Conversion Shares will be) an accredited investor as defined in Rule 501(a) promulgated under the Securities Act, that it is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws and that it has sufficient investment experience to evaluate the risks of the investment. The Company used no advertising or general solicitation in connection with the issuance and sale of the Securities to the Note Investors; the Securities were issued as restricted securities. Derivative Liabilities The Company accounted for the conversion feature embedded within the Notes in accordance with ASC 815-10, Derivatives and Hedging On the Closing Date, the derivative liability was recorded at fair value of $ 354,988 395,012 29,101 131,252 As a result of the conversion of notes we recorded other income of $ 13,503 142,964 54,982 192,128 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Convertible Beginning balance at September 30, 2015 $ 335,092 Conversion of notes (142,964) Adjustments to estimated fair value (192,128) Ending balance at March 31, 2016 $ - September 30, October 29, December 31, 2015 2015 2015 Stated interest rate 8.0 % 8.0 % 8.0 % Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 80.0 % 85.0 % 110.0 % Risk-free interest rate 0.07 % 0.14 % 0.16 % Credit adjusted discount rate 22.0 % 22.0 % 25.0 % Remaining expected term of underlying securities (years) 0.46 0.38 0.21 | 7. 8% CONVERTIBLE NOTES Beginning March 11, 2015 and through March 13, 2015, the Company entered into a series of substantially similar subscription agreements (each a “Subscription Agreement”) with each of Anson Investments Master Fund, Ltd., Equitec Specialists, LLC and Capital Ventures International (collectively, the “Note Investors”) pursuant to which the Company issued unsecured 8 750,000 250,000 The Notes become due and payable on March 13, 2016 (the “Stated Maturity Date”) and may not be prepaid. The Notes bear interest on the unpaid principal balance at a rate equal to eight percent ( 8.0 either (a) converted into shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) or (b) the outstanding principal and accrued interest on the Notes is paid in full by the Company. Interest on the Notes becomes due and payable upon their conversion or the Stated Maturity Date and may become due and payable upon the occurrence of an event of default under the Notes. The Notes contain customary events of default, which include, among other things, (i) the Company’s failure to pay other indebtedness of $100,000 or more within the specified cure period for such breach; (iii) the acceleration of the stated maturity of such indebtedness; (iii) the insolvency of the Company; and (iv) the receipt of final, non-appealable judgments in the aggregate amount of $100,000 or more. On September 8, 2015, we, along with the current holders of the Convertible Notes, entered into a series of substantially similar subordination agreements with the Massachusetts Life Sciences Center (“ MLSC Subordination Agreements At any time prior to the Stated Maturity Date, the holders of the Notes have the right to convert some or all of such Notes into the number of shares of Common Stock determined by dividing (a) the aggregate sum of the (i) principal amount of the Note to be converted, and (ii) amount of any accrued but unpaid interest with respect to such portion of the Note to be converted; and (b) the conversion price then in effect (the shares of Common Stock issuable upon such conversion, the “Conversion Shares”). The initial conversion price is $ 0.20 4.99 9.99 145,000 6,173 755,865 The issuance and sale of the Notes and Conversion Shares (collectively, the “Securities”) has not been, and will not upon issuance be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Securities were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. Derivative Liabilities The Company accounted for the conversion feature embedded within the Notes in accordance with ASC 815-10, Derivatives and Hedging On the closing date, the derivative liability was recorded at fair value of $ 354,988 395,012 223,735 145,000 725,000 473,747 The value of the derivative liability as of September 30, 2015 was $ 335,092 67,395 87,291 Fair Value Measurements Using Significant Unobservable Convertible Beginning balance at September 30, 2014 $ - Issuances 354,988 Conversion of Notes (87,291) Adjustments to estimated fair value 67,395 Ending balance at September 30, 2015 $ 335,092 March 15, September 20, September 30, Stated interest rate 8.0 % 8.0 % 8.0 % Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 90.0 % 80.0 % 80.0 % Risk-free interest rate 0.24 % 0.09 % 0.07 % Credit adjusted discount rate 20.0 % 22.0 % 22.0 % Remaining expected term of underlying securities (years) 1.00 .48 .46 |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Notes Payable [Abstract] | ||
NOTE PAYABLE | 6. NOTE PAYABLE On September 30, 2013, the Company entered into the Life Sciences Accelerator Funding Agreement (the “MLSC Loan Agreement”) with the Massachusetts Life Sciences Center (“MLSC”), pursuant to which MLSC provided an unsecured subordinated loan in the principal amount of $1,000,000. The loan bears interest at a rate of 10% per annum, and will become fully due and payable on the earlier of (i) September 30, 2018, (ii) the occurrence of an event of default under the MLSC Loan Agreement, or (iii) the completion of a sale of substantially all of our assets, a change-of-control transaction or one or more financing transactions in which we receive from third parties other than our then-existing shareholders net proceeds of $5,000,000 or more in a 12-month period. The MLSC Loan Agreement includes warrants to purchase 145,985 0.27 Of the $ 1,000,000 944,707 55,293 2.64 0.0 10 114 2,764 5,529 972,353 | 11. Note Payable On September 30, 2013, the Company entered into the Life Sciences Accelerator Funding Agreement (the “MLSC Loan Agreement”) with the Massachusetts Life Sciences Center (“MLSC”), pursuant to which MLSC provided an unsecured subordinated loan in the amount of $ 1,000,000 The loan bears interest at a rate of 10% per annum, and will become fully due and payable on the earlier of (i) September 30, 2018, (ii) the occurrence of an event of default under the MLSC Loan Agreement, or (iii) the completion of a sale of substantially all of our assets, a change-of-control transaction or one or more financing transactions in which we receive from third parties other than our then existing shareholders net proceeds of $5,000,000 or more in a 12-month period 145,985 0.27 Of the $1,000,000, the Company allocated $ 944,707 55,293 11,000 966,824 955,766 |
PRIVATE PLACEMENT FINANCING 201
PRIVATE PLACEMENT FINANCING 2014 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Private Placement Financing Two Thousand Fourteen [Member] | ||
Private Placement [Line Items] | ||
2014 PRIVATE PLACEMENT FINANCING | 7. 2014 PRIVATE PLACEMENT FINANCING On January 30, 2014, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with nine separate accredited investors (“2014 Investors”) providing for the issuance and sale by the Company to the 2014 Investors, in a private placement, of an aggregate of 11,400,000 shares of Common Stock (collectively, the “2014 Shares”) at a purchase price of $0.25 per share and three series of warrants, the Series A warrants, the Series B warrants and the Series C warrants, to purchase up to an aggregate of 34,200,000 shares of the Company’s Common Stock (collectively, the “2014 Warrants,” and the shares issuable upon exercise of the 2014 Warrants, collectively, the “2014 Warrant Shares”), for aggregate gross proceeds to the Company of approximately $2,850,000 (the “2014 Private Placement Financing”). Upon the closing of the 2014 Private Placement Financing on February 4, 2014 (the “Closing Date”), the Company entered into a registration rights agreement (the “2014 Registration Rights Agreement”) with the 2014 Investors, pursuant to which the Company became obligated, subject to certain conditions, to file with the SEC on or before March 21, 2014 one or more registration statements to register for resale under the Securities Act of 1933, as amended, (i) the 2014 Shares and the 2014 Warrant Shares, plus (ii) an additional number of shares of Common Stock equal to 33% of the total number of 2014 Shares and 2014 Warrant Shares, to account for adjustments, if any, to the number of 2014 Warrant Shares issuable pursuant to the terms of the 2014 Warrants (the securities set forth in this clause (ii), the “Additional Shares”). Under the terms of the 2014 Registration Rights Agreement, the Company is permitted to reduce the number of shares covered by a registration statement if such reduction is required by the SEC as a condition for permitting such registration statement to become effective and treated as a resale registration statement (the “Cutback Provisions”). In response to comments received from the SEC and in accordance with the terms of the 2014 Registration Rights Agreement, the Company reduced the number of shares included in its draft resale registration statement by the number of Additional Shares. The Company’s failure to satisfy certain other obligations and deadlines set forth in the 2014 Registration Rights Agreement may subject the Company to payment of monetary penalties as discussed below. The resale registration statement was declared effective on July 2, 2014. As described below, in the event that we fail to comply with certain requirements in the 2014 Registration Rights Agreement, we may be required to pay liquidated damages to the investors. The 2014 Warrants were exercisable immediately upon issuance. The Series A warrants had an initial exercise price of $ 0.30 0.35 12 0.40 18 4.9 The Company may be required to make certain payments to the 2014 Investors under certain circumstances in the future pursuant to the terms of the Securities Purchase Agreement and the 2014 Registration Rights Agreement. These potential future payments include: (a) potential partial damages for failure to register the Common Stock issued or issuable upon exercise of 2014 Warrants (in a cash amount equal to 1% of the price paid to the Company by each investor in the 2014 Private Placement Financing on the date of and on each 30-day anniversary of such failure until the cure thereof; (b) amounts payable if the Company and its transfer agent fail to timely remove certain restrictive legends from certificates representing shares of Common Stock issued in the 2014 Private Placement Financing or issuable upon exercise of the 2014 Warrants; (c) expense reimbursement for the lead investor in the 2014 Private Placement Financing; and (d) payments in respect of claims for which the Company provides indemnification. There is no cap to the potential consideration. On July 2, 2014, we received from the SEC a Notice of Effectiveness of our Registration Statement related to the 2014 Private Placement Financing which satisfied some of our obligation to register these securities with the SEC. On December 1, 2014, the Company agreed to amend certain provisions of the 2014 Warrants (the “December 2014 Amendment”). Under the terms of the December 2014 Amendment, the affected 2014 Warrants were amended to (i) reduce the exercise price of the Series B Warrants from $0.35 to $0.20, (ii) reduce the exercise price of the Series C Warrants from $0.40 to $0.20, and (iii) clarify that each series of 2014 Warrants may be amended individually, without having to amend all three series of 2014 Warrants. The number of shares of the Company’s Common Stock, which may be purchased from the Company upon exercise of each 2014 Warrant, remained unchanged. In conjunction with the December 2014 Amendment, the Company recognized a loss on the modification of 2014 Warrants in the amount of $1,300,170, which was determined using Monte Carlo Simulation valuation model. As of December 2, 2014, Series B Warrants had been exercised for an aggregate issuance of 4,000,000 shares of the Company’s Common Stock resulting in gross proceeds to the Company of $800,000. In conjunction with the exercise of the Series B Warrants, their corresponding fair value at the exercise dates of $224,000 were extinguished from the derivative liabilities balance. On March 13, 2015, the Company issued unsecured 8% Convertible Notes in the aggregate principal amount of $750,000. The Company’s issuance of the Notes triggered the anti-dilution provisions of the Series A Warrants and, as a result, the exercise price of the Series A Warrants was reduced to $0.20 per share and the aggregate number of shares issuable under the Series A Warrants increased by 5,700,000 shares from 11,400,000 shares to 17,100,000 shares. In addition, on March 13, 2015 and May 30, 2015, respectively the expiration date of the Series C Warrants was extended to June 2, 2015 and July 2, 2015, respectively. In conjunction with the March 13, 2015 amendment, the Company recognized a loss on the modification of warrants in the amount of $624,016, which was determined using Monte Carlo Simulation. On June 22, 2015 the Company entered into an amendment to the Series A Warrants and Series C Warrants to purchase Common Stock (the “June 2015 Amendment”), with Cranshire Capital Master Fund, Ltd. (“Cranshire”), to (i) delete the full ratchet anti-dilution provisions set forth in the Series A Warrants and Series C Warrants; and (ii) extend the expiration date of the Series C Warrants from to 5:00 p.m., New York time, on July 2, 2015 to 5:00 p.m., New York time, on July 2, 2016. In consideration of Cranshire’s entrance into the June 2015 Amendment (and for no additional consideration), the Company agreed to issue to the holders of the 2014 Warrants up to 570,000 shares of Company’s Common Stock subject to the delivery by each such holder of an investor certificate to the Company (such shares of Common Stock, the “Inducement Shares”). All 570,000 Inducement Shares have been issued. As of June 22, 2015, the Company determined that its Series A and C Warrants were eligible for equity classification due to the elimination of the full ratchet anti-dilution provision. As a result, as of June 22, 2015, the derivative liabilities were reclassified as equity within the Company’s consolidated financial statements. During the three and six months ended March 31, 2016, Series C Warrants had been exercised on a cash basis for an aggregate issuance of 200,000 40,000 4,000,000 800,000 | 2014 PRIVATE PLACEMENT FINANCING On January 30, 2014, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with nine separate accredited investors (“2014 Investors”) providing for the issuance and sale by the Company to the 2014 Investors, in a private placement, of an aggregate of 11,400,000 0.25 34,200,000 2,850,000 Upon the closing of the 2014 Private Placement Financing on February 4, 2014 (the “Closing Date”), the Company entered into a registration rights agreement (the “2014 Registration Rights Agreement”) with the 2014 Investors, pursuant to which the Company became obligated, subject to certain conditions, to file with the Securities and Exchange Commission (“SEC”) on or before March 21, 2014 one or more registration statements to register for resale under the Securities Act of 1933, as amended, (i) the 2014 Shares and the 2014 Warrant Shares, plus (ii) an additional number of shares of common stock equal to 33% of the total number of 2014 Shares and 2014 Warrant Shares, to account for adjustments, if any, to the number of 2014 Warrant Shares issuable pursuant to the terms of the 2014 Warrants (the securities set forth in this clause (ii), the “Additional Shares”). Under the terms of the 2014 Registration Rights Agreement, the Company is permitted to reduce the number of shares covered by a registration statement if such reduction is required by the SEC as a condition for permitting such registration statement to become effective and treated as a resale registration statement (the “Cutback Provisions”). In response to comments received from the SEC and in accordance with the terms of the 2014 Registration Rights Agreement, the Company reduced the number of shares included in its draft resale registration statement by the number of Additional Shares. The Company’s failure to satisfy certain other obligations and deadlines set forth in the 2014 Registration Rights Agreement may subject the Company to payment of monetary penalties as discussed below, including liquidated damages. The resale registration statement was declared effective on July 2, 2014. The 2014 Warrants were exercisable immediately upon issuance. The Series A warrants had an initial exercise price of $ 0.30 0.35 12 0.40 18 4.9 The Company may be required to make certain payments to the 2014 Investors under certain circumstances in the future pursuant to the terms of the Securities Purchase Agreement and the 2014 Registration Rights Agreement. These potential future payments include: (a) potential partial damages for failure to register the common stock issued or issuable upon exercise of 2014 Warrants (in a cash amount equal to 1% of the price paid to the Company by each investor in the 2014 Private Placement Financing on the date of and on each 30-day anniversary of such failure until the cure thereof; (b) amounts payable if the Company and its transfer agent fail to timely remove certain restrictive legends from certificates representing shares of common stock issued in the 2014 Private Placement Financing or issuable upon exercise of the 2014 Warrants; (c) expense reimbursement for the lead investor in the 2014 Private Placement Financing; and (d) payments in respect of claims for which the Company provides indemnification. There is no cap to the potential consideration. On July 2, 2014, we received from the SEC a Notice of Effectiveness of our Registration Statement related to the 2014 Private Placement Financing which satisfied some of our obligation to register these securities with the SEC. On December 1, 2014, the Company agreed to amend certain provisions of the 2014 Warrants (the “December 2014 Amendment”). Under the terms of the December 2014 Amendment, the affected 2014 Warrants were amended to (i) reduce the exercise price of the Series B Warrants from $ 0.35 0.20 0.40 0.20 1,300,170 As of December 2, 2014, Series B Warrants had been exercised for an aggregate issuance of 4,000,000 800,000 224,000 On March 13, 2015, the Company issued unsecured 8% Convertible Notes, (the “Notes”), in the aggregate principal amount of $ 750,000 0.20 5,700,000 11,400,000 17,100,000 624,016 Prior to June 22, 2015, Series C Warrants had been exercised for an aggregate issuance of 2,255,000 451,000 75,321 During the year ended September 30, 2015, Series A Warrants, and Series C Warrants had been exercised for an aggregate issuance of 6,000,000 8,000,000 2,800,000 1,750,000 686,801 687 0.001 On June 22, 2015 the Company entered into the Amendment to the Series A Warrants and Series C Warrants to purchase Common Stock (the “June 2015 Amendment”), with Cranshire Capital Master Fund, Ltd. (“Cranshire”), to (i) delete the full ratchet anti-dilution provisions set forth in the Series A Warrants and Series C Warrants; and (ii) extend the expiration date of the Series C Warrants from 5:00 p.m., New York time, on July 2, 2015 to 5:00 p.m., New York time, on July 2, 2016. In consideration of Cranshire’s entrance into the June 2015 Amendment (and for no additional consideration), the Company agreed to issue to the holders of the 2014 Warrants up to 570,000 927,373 3,263,753 As of September 30, 2015, all 570,000 Derivative Liabilities The Company initially accounted for the 2014 Warrants relating to the aforementioned 2014 Private Placement Financing in accordance with ASC 815-10, Derivatives and Hedging On February 4, 2014, the closing date of the 2014 Private Placement Financing, the derivative liabilities were recorded at fair value of $ 10,391,693 2,850,000 7,541,693 The values of the derivative liability as of September 30, 2015 and 2014 were $ 0 6,270,000 896,763 4,121,693 299,321 3,263,753 4,000,000 Fair Value Measurements Using Significant Unobservable Warrant Derivative Liability 2015 2014 Beginning balance at September 30, $ 6,270,000 $ - Issuances - 10,391,693 Modification of warrants, net of Inducement Shares 896,763 - Exercises of warrants (299,321) - Adjustments to estimated fair value (3,603,689) (4,121,693) Reclass of Derivative Liability to Equity (3,263,753) - Ending balance at September 30, 2015 $ - $ 6,270,000 September 30, December 1, March 15, June 22, Closing price per share of Common Stock $ 0.18 $ 0.25 $ 0.21 $ 0.23 Exercise price per share $ 0.30 - 0.40 $ 0.20 - $0.30 $ 0.20 - $0.30 $ 0.20 Expected volatility 85 - 90 % 80 90 % 80 110 % 55- 85 % Risk-free interest rate 0.02 - 1.55 % .01 1.39 % 0.03 1.41 % 0.27 - 1.68 % Dividend yield Remaining expected term of underlying securities (years) 0.33 - 4.33 0.33 4.6 0.22 4.3 1.03 4.03 As of Exercises during th As of Closing price per share of Common Stock $ 0.26 $ 0.23-0.27 $ 0.27 Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 75-85 % 75- 85 % 75-85 % Risk-free interest rate 1.63 % 0.23-1.36 % 0.21-1.09 % Dividend yield Remaining expected term of underlying securities (years) 1.01 0.80-3.96 0.76-3.76 Common Stock At the February 4, 2014 closing date of the 2014 Private Placement Financing, the Company issued 11,400,000 11,400 0.001 |
PRIVATE PLACEMENT FINANCING 216
PRIVATE PLACEMENT FINANCING 2015 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Two Thousand Fifteen Private Placement Financing [Member] | ||
Private Placement [Line Items] | ||
2015 PRIVATE PLACEMENT FINANCING | 8. 2015 PRIVATE PLACEMENT FINANCING Beginning June 22, 2015 and through June 30, 2015, the Company entered into a series of substantially similar subscription agreements (each a “Subscription Agreement”) with 20 accredited investors (collectively, the “2015 Investors”) providing for the issuance and sale by the Company to the 2015 Investors, in a private placement, of an aggregate of 14,390,754 Units (“Unit”) at a purchase price of $0.22 per Unit (the “2015 Private Placement Financing”). Each Unit consisted of a share of Common Stock (the “2015 Shares”) and a Series D Warrant to purchase a share of Common Stock at an exercise price of $0.25 per share at any time prior to the fifth anniversary of the issuance date of the Series D Warrant (the “Series D Warrants,” and the shares issuable upon exercise of the Series D Warrants, collectively, the “2015 Warrant Shares”). The Company did not engage any underwriter or placement agent in connection with the 2015 Private Placement Financing, and the aggregate gross proceeds raised by the Company in the 2015 Private Placement Financing totaled approximately $3,100,000. The Company’s obligation to issue and sell the 2015 Shares and the Series D Warrants and the corresponding obligation of the 2015 Investors to purchase such 2015 Shares and Series D Warrants were subject to a number of conditions precedent including, but not limited to, the amendment of the Company’s Series A Warrants and Series C Warrants to delete certain of the anti-dilution provisions contained therein, as described in Note 7, 2014 Private Placement Financing, and other customary closing conditions. The conditions precedent were satisfied June 30, 2015 (the “Initial Closing Date”), and the Company conducted an initial closing (the “Initial Closing”) pursuant to which it sold and 19 of the 2015 Investors (the “Initial Investors”) purchased 13,936,367 Units at an aggregate purchase price of $3,066,000. On July 2, 2015, the Company conducted a second closing (the “Second Closing” and together with the Initial Closing, the “Closings”) pursuant to which it sold and one of the 2015 Investors purchased 454,387 Units at an aggregate purchase price of $100,000. On the Initial Closing Date, the Company entered into a registration rights agreement with the Initial Investors (the “ 2015 Registration Rights Agreement”), pursuant to which the Company was obligated, subject to certain conditions, to file with the Securities and Exchange Commission within 90 days after the closing of the 2015 Private Placement Financing one or more registration statements (any such registration statement, a “Resale Registration Statement”) to register the 2015 Shares and the 2015 Warrant Shares for resale under the Securities Act of 1933, as amended (the “Securities Act”). The remaining 2015 Investor became a party to the 2015 Registration Rights Agreement upon the consummation of the Second Closing. The Company’s failure to satisfy certain filing and effectiveness deadlines with respect to a Resale Registration Statement and certain other requirements set forth in the 2015 Registration Rights Agreement may subject the Company to payment of monetary penalties. On October 27, 2015, we received from the SEC a Notice of Effectiveness of our Registration Statement related to the 2015 Private Placement Financing which satisfied some of our obligation to register these securities with the SEC. Following each Closing, each 2015 Investor was also issued Series D Warrants to purchase shares of the Company’s Common Stock up to 100% of the 2015 Shares purchased by such 2015 Investor under such 2015 Investor’s Subscription Agreement. The Series D Warrants have an exercise price of $0.25 per share, are exercisable immediately after their issuance and have a term of exercise equal to five years after their issuance date. The number of shares of the Company’s Common Stock into which each of the Series D Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series D Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). In addition, at anytime during the term of the Series D Warrants, the Company may reduce the then-current exercise price to any amount and for any period of time deemed appropriate by the Board of the Company. Common Stock At the June 30, 2015 Initial Closing Date of the 2015 Private Placement Financing, the Company issued 13,936,367 shares of Common Stock. On July 2, 2015, the Company conducted the Second Closing pursuant to which it sold and one of the 2015 Investors purchased 454,387 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series D Warrants relating to the aforementioned 2015 Private Placement Financing in accordance with ASC 815-40, Derivatives and Hedging | 6. 2015 PRIVATE PLACEMENT FINANCING Beginning June 22, 2015 and through June 30, 2015, the Company entered into a series of substantially similar subscription agreements (each a “Subscription Agreement”) with 20 accredited investors (collectively, the “2015 Investors”) providing for the issuance and sale by the Company to the 2015 Investors, in a private placement, of an aggregate of 14,390,754 0.22 0.25 3,200,000 The Company’s obligation to issue and sell the 2015 Shares and the Series D Warrants and the corresponding obligation of the 2015 Investors to purchase such 2015 Shares and Series D Warrants were subject to a number of conditions precedent including, but not limited to, the amendment of the Company’s Series A Warrants and Series C Warrants to delete certain of the anti-dilution provisions contained therein, as described in Footnote 5, Private Placement Financing, and other customary closing conditions. The conditions precedent were satisfied June 30, 2015 (the “Initial Closing Date”), and the Company conducted an initial closing (the “Initial Closing”) pursuant to which it sold and 19 of the 2015 Investors (the “Initial Investors”) purchased 13,936,367 3,066,000 454,387 100,000 On the Initial Closing Date, the Company entered into a registration rights agreement with the Initial Investors (the “ 2015 Registration Rights Agreement”), pursuant to which the Company was obligated, subject to certain conditions, to file with the Securities and Exchange Commission within 90 days after the closing of the 2015 Private Placement Financing one or more registration statements (any such registration statement, a “Resale Registration Statement”) to register the 2015 Shares and the 2015 Warrant Shares for resale under the Securities Act of 1933, as amended (the “Securities Act”). The remaining 2015 Investor became a party to the 2015 Registration Rights Agreement upon the consummation of the Second Closing. The Company’s failure to satisfy certain filing and effectiveness deadlines with respect to a Resale Registration Statement and certain other requirements set forth in the 2015 Registration Rights Agreement may subject the Company to payment of monetary penalties. On October 27, 2015, we received from the SEC a Notice of Effectiveness of our Registration Statement related to the 2015 Private Placement Financing which satisfied some of our obligation to register these securities with the SEC. Following each Closing, each 2015 Investor was also issued Series D Warrants to purchase shares of the Company’s Common Stock up to 100% of the 2015 Shares purchased by such 2015 Investor under such 2015 Investor’s Subscription Agreement. The Series D Warrants have an exercise price of $ 0.25 Common Stock At the June 30, 2015 Initial Closing Date of the 2015 Private Placement Financing, the Company issued 13,936,367 13,936 0.001 3,052,064 454,387 454 0.001 99,511 |
COLDSTREAM FINANCING
COLDSTREAM FINANCING | 12 Months Ended |
Sep. 30, 2015 | |
Coldstream Financing [Abstract] | |
COLDSTREAM FINANCING | 10. Coldstream Financing In contemplation of the Merger, (the “Merger”), on April 19, 2013, the Company entered into a financing agreement (the “Financing Agreement”) with Coldstream Summit Ltd. (“Coldstream”) pursuant to which we agreed to issue and sell, and Coldstream agreed to purchase or assist in securing the purchase of $ 2,000,000 0.50 0.75 4,000,000 4,000,000 2,000,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company's indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2015 and 2014, no amounts have been accrued related to such indemnification provisions. From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. MIT Licensing Agreement In December, 2007, the Company entered into a license agreement with MIT pursuant to which the Company acquired an exclusive world-wide license to develop and commercialize technology related to self-assembling peptide compositions, and methods of making and using such compositions in medical and non-medical applications, including claims that cover the Company’s proposed products and methods of use thereof. The license also provides non-exclusive rights to additional intellectual property in the fields that cover the Company’s proposed products and methods of use thereof, in order to provide freedom to operate. The license provides the Company a right to sublicense the exclusively licensed intellectual property. The Company has not sublicensed the exclusively licensed intellectual property to any party for any field. In exchange for the licenses granted in the agreement, the Company has paid MIT license maintenance fees and patent prosecution costs. The Company paid license maintenance fees of $ 45,000 35,000 50,000 45,000 Annual license maintenance obligations extend through the life of the patents. Year Ending 2016 $ 50,000 2017 50,000 2018 50,000 2019 50,000 $ 200,000 In addition, MIT is entitled to royalties on applicable future product sales, if any. The annual payments may be applied towards royalties payable to MIT for that year for product sales. The Company is obligated to indemnify MIT and related parties from losses arising from claims relating to the exercise of any rights granted to the Company under the license, with certain exceptions. The maximum potential amount of future payments the Company could be required to make under this provision is unlimited. The Company considers there to be a low performance risk as of September 30, 2015. The agreement expires upon the expiration or abandonment of all patents that are issued and licensed to the Company by MIT under such agreement. The Company expects that patents will be issued from presently pending U.S. and foreign patent applications. Any such patent will have a term of 20 Leases We do not own any real property. In October 2013, we entered into a one and one-half year operating sublease agreement pursuant to which we leased the office space of our relocated headquarters in Wellesley, Massachusetts for a base annual rent equal to $ 5,031 2,000 |
IMMATERIAL CORRECTIONS TO PRIOR
IMMATERIAL CORRECTIONS TO PRIOR PERIOD FINANCIAL STATEMENTS | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
IMMATERIAL CORRECTIONS TO PRIOR PERIOD FINANCIAL STATEMENTS | 13. Immaterial Corrections to Prior Period Financial Statements The Company has determined that there had been an immaterial error in its accounting for the Series A Warrants, Series C Warrants, and Series D Warrants contained in its consolidated financial statements for the three and nine months ended June 30, 2015 filed with the Securities Exchange Commission on August 7, 2015. The Company determined that the Series A Warrants, Series C Warrants and Series D Warrants should have been presented in stockholders’ equity instead of as a liability. The Company assessed the materiality of this error in accordance with Staff Accounting Bulletin No. 99, Materiality 5,721,957 6,344,817 622,860 Previously Increase Reported (Decrease) Restated $ $ $ Liabilities Derivative liabilities, net of current portion 6,344,817 (6,344,817) - Total long-term liabilities 7,491,377 (6,344,817) 1,146,560 Total liabilities 9,383,266 (6,344,817) 3,038,449 Stockholders’ deficit Additional paid-in capital 8,566,193 5,721,957 14,288,150 Accumulated deficit (14,624,760) (622,860) (14,001,900) Total stockholders’ deficit (6,065,411) 6,344,817 279,406 The following table sets forth the effects of the adjustments discussed above on the consolidated statement of operations for the three and nine months ended June 30, 2015 Three months ended Nine Months Ended Previously Increase Restated Previously Increase Restated $ $ $ $ $ $ (Increase)/decrease to fair value of derivative (925,384) (622,860) (302,524) 2,924,064 (622,860) 3,546,924 Total other income (expense) (57,016) (622,860) 565,844 2,013,925 (622,860) 2,636,785 Net (loss)/income (1,395,245) (622,860) (772,385) (1,850,066) (622,860) (1,227,206) The following table sets forth the effects of the adjustments discussed above on the consolidated statement of cash flow as at June 30, 2015 Previously Increase Restated $ $ $ Net (loss) (1,850,066) (622,860) (1,277,206) Decrease to fair value of derivative (2,924,064) 622,860 (3,546,924) |
RECLASSIFICATION OF PRIOR YEAR
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | 12 Months Ended |
Sep. 30, 2015 | |
Reclassification of Prior Year Presentation [Abstract] | |
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | 14. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Cash Flows for fiscal year ended September 30, 2014, to identify the non cash expense for the issuance of warrants of $ 7,541,693 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS During the period commencing April 1, 2016 and ending on April 27, 2016, additional Series A and Series C Warrants have been exercised for an aggregate issuance of 2,699,725 0.20 539,945 1,400,000 727,084 2,404,227 0.25 601,057 100,000 8,622 543,111 | 15. SUBSEQUENT EVENTS During the period commencing October 1, 2015 and ending on December 10, 2015, an additional 255,000 12,470 1,337,347 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Basis of Accounting | Basis of Accounting The unaudited interim consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a biotechnology company. All intercompany accounts and transactions have been eliminated in consolidation. The Company is in the development stage and is devoting substantially all of its efforts to developing technologies, raising capital, establishing customer and vendor relationships, and recruiting new employees. | Basis of Accounting The consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a life science medical device company. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance Accounting Standards Update (ASU) 2016-09, “CompensationStock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” was issued by the Financial Accounting Standards Board (FASB) in March 2016. The purpose of this amendment is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2016-02, “Leases (Topic 842)” was issued by the FASB in February 2016. The purpose of this amendment requires the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes” was issued by the FASB in November 2015. The purpose of this amendment requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2015-03, “Interest Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs” was issued by the FASB in April 2015. The purpose of this amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2015-02, “Consolidation (Topic 810) Amendments to the Consolidation Analysis”, was issued by the FASB in February 2015. The purpose of this amendment is to change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations or financial position or disclosures. ASU 2014-16, “Derivatives and Hedging (Topic 815)” was issued by the FASB in November 2014. The primary purpose of the ASU is to determine whether the host contract in a Hybrid Financial Instrument issued in the form of a share is more akin to debt or equity. ASU 2014-16 is effective for public entities for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated results of operations or financial position or disclosures. ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to ‘Continue as a Going Concern” was issued by the FASB in August 2014. The primary purpose of the ASU is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments should reduce diversity in the timing and content of footnote disclosure. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for the annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2014-12, “Compensation-Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” was issued by the FASB in June 2014. ASU 2014-12 requires that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for public business entities for annual periods and interim periods within the annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations, financial position or disclosures. ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) was issued by the FASB in May 2014. The primary purpose of the ASU is to develop a common revenue standard for revenue recognition between the FASB and the International Accounting Standards Board (IASB). The ASU removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, and improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, among other items. We are a development stage company and do not currently generate revenue. ASU 2014-09 is effective for public business entities for annual periods beginning after December 15, 2017. While we are a development stage company and do not currently generate revenue, we currently anticipate generating revenue by the effective date of this ASU and therefore will be subject to this guidance. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations, financial position or disclosures. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of March 31, 2016 and September 30, 2015. | Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment |
Convertible Debt | Convertible Debt The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt through their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and the contingency has been resolved. | Convertible Debt The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved. |
Income Taxes | Income Taxes In accordance with ASC 740, Income Taxes The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has no reserves related to uncertain tax positions as of March 31, 2016 and September 30, 2015. | Income Taxes In accordance with ASC 740, Income Taxes The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has no reserves related to uncertain tax positions as of September 30, 2015 and 2014. |
Research and Development | Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. | Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of ASC 718, Compensation-Stock Compensation Equity, In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate, and expected dividends. The Company has a limited history of market prices of its common stock, and as such volatility is estimated in accordance with ASC 718-10-S99 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment | Accounting for Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation Equity , In accordance with FASB ASC Topic 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of market prices of the common stock, and as such volatility is estimated in accordance with ASC 718-10-S99 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment |
Fair Value Measurements | Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures At March 31, 2016 and September 30, 2015, the carrying amounts of cash, accounts payable, accrued liabilities, and convertible notes approximate fair value because of their short-term nature. The fair value of note payable, which is influenced by interest rates and the company’s liquidity, approximates carrying value. | Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures The Company’s financial instruments include cash and notes payable. Because of their short maturity, the carrying amount of cash and notes payable are considered to approximate fair value. |
Subsequent Events | Subsequent Events The Company evaluated all events or transactions that occurred through April 27, 2016 the date which these unaudited interim consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 9 of these unaudited interim consolidated financial statements. | The Company evaluated all events or transactions that occurred through December 10, 2015 the date which these consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 15. |
Going Concern Basis of Accounting | Going Concern Basis of Accounting The Company does not currently believe its existing cash resources are sufficient to meet its anticipated needs during the next twelve months. As reflected in the unaudited interim consolidated financial statements, the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations, and has limited working capital. The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations. As of March 31, 2016, there is substantial doubt about our ability to continue as a going concern. The unaudited interim consolidated financial statements included in this report do not include any adjustments that might be necessary should operations discontinue. The Company expects to incur substantial expenses for the foreseeable future for the research, development and commercialization of its potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. The Company does not have sufficient cash to support its current operating plan. The Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. Historically, the Company has funded its operations primarily through equity and debt financings. | The Company does not currently believe its existing cash resources are sufficient to meet its anticipated needs during the next twelve months. As reflected in the consolidated financial statements, the Company has an accumulated deficit, has suffered significant recurring net losses and negative cash flows from operations, and has limited working capital. In addition, the Company does not have sufficient cash and cash equivalents to support its current operating plan. The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations. As of September 30, 2015, there is substantial doubt about our ability to continue as a going concern. The Company expects to incur substantial expenses for the foreseeable future for the research, development and commercialization of its potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Historically, the Company has funded its operations primarily through equity and debt financings. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. |
Correction of an Immaterial Error | The Company has determined that there had been an immaterial error in its accounting for the Series A Warrants, Series C Warrants, and Series D Warrants contained in its consolidated financial statements for the three and nine months ended June 30, 2015 filed with the Securities Exchange Commission on August 7, 2015. The Company determined that the Series A Warrants, Series C Warrants and Series D Warrants should have been presented in stockholders’ equity instead of as a liability. The Company assessed the materiality of this error in accordance with Staff Accounting Bulletin No. 99, Materiality |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - 2013 Stock Incentive Plan | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Share-based Compensation, Stock Options, Activity | Stock compensation activity under the 2013 Plan for the six months ended March 31, 2016 follows: Weighted Weighted Average Option Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (years) Value Outstanding at September 30, 2015 10,776,500 $ 0.30 - $ - Awarded - - - - Exercised - - - - Forfeited (37,500) $ 0.22 - - Outstanding at March 31, 2016 10,739,000 $ 0.31 5.67 593,828 Vested 9,816,751 $ 0.31 4.87 434,330 Vested and expected to vest at March 31, 2016 10,739,000 $ 0.31 5.67 593,828 | Stock compensation activity under the 2013 Plan for the year ended September 30, 2015 follows: Option Weighted Weighted Aggregate Outstanding at September 30, 2014 8,637,962 $ 0.38 - $ - Awarded 4,262,500 $ 0.21 - - Exercised 1,025,000 $ 0.33 - - Forfeited (1,098,962) $ 0.36 - - Outstanding at September 30, 2015 10,776,500 $ 0.30 6.85 $ 335,435 Vested 8,796,959 $ 0.32 4.73 $ 200,668 Vested and expected to vest at September 30, 2015 10,776,500 $ 0.30 6.85 $ 335,435 |
Nonvested Restricted Stock Shares Activity | Restricted stock activity under the 2013 Plan for the years ended September 30, 2015 and 2014 follows: 2015 2014 Restricted Stock Non Vested at October 1 25,000 - Awarded - 300,000 Vested (25,000) (275,000) Forfeited - - Non Vested at September 30 - 25,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 2015 2014 Non Vested at October 1 $ 0.345 $ - Awarded - 0.345 Vested 0.345 0.345 Forfeited - - Non Vested at September 30 $ - $ 0.345 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | At September 30, 2015 and 2014, property and equipment consisted of: Estimated Useful Life 2015 2014 Furniture and fixtures 5 years $ 2,925 $ 2,925 Lab equipment 5 years 1,000 1,000 3,925 3,925 Less - accumulated depreciation 3,925 3,925 $ - $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | The principal components of the Company's net deferred tax assets consisted of the following at September 30: 2015 2014 Net operating loss carryforwards $ 3,748,426 $ 2,731,492 Capitalized expenditures 802,769 381,872 Research and experimentation credit carryforwards 164,252 63,368 Stock based compensation 1,014,654 501,175 Property and Equipment 1,569 1,568 Accrued expenses 124,716 46,230 Gross deferred tax assets 5,856,386 3,725,705 Deferred tax asset valuation allowance (5,856,386) (3,725,705) Net deferred tax assets $ - $ - |
2015 RESTRICTED STOCK (Tables)
2015 RESTRICTED STOCK (Tables) - 2015 Restricted Stock [Member] | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Restricted stock activity for the six months ended March 31, 2016 is as follows: Restricted Stock Non Vested at September 30, 2015 150,000 Awarded - Vested (150,000) Forfeited - Non Vested at March 31, 2016 - | Restricted Stock activity for the year ended September 30, 2015 follows: 2015 Restricted Stock Non Vested at October 1 - Awarded 600,000 Vested (450,000) Forfeited - Non Vested at September 30 150,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The weighted average restricted stock award date fair value information for the six months ended March 31, 2016 is as follows: Non Vested at September 30, 2015 $ 0.35 Awarded - Vested 0.35 Forfeited - Non Vested at March 31, 2016 $ - | The weighted average restricted stock award date fair value information for the years ended September 30, 2015 follows: 2015 Non Vested at October 1 $ - Awarded 0.35 Vested 0.35 Forfeited - Non Vested at September 30 $ 0.35 |
8% CONVERTIBLE NOTES (Tables)
8% CONVERTIBLE NOTES (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Debt Disclosure [Abstract] | ||
Schedule of Derivative Liabilities at Fair Value | As of March 31, 2016, the remaining derivative liability balance was deemed to be immaterial to the accompanying unaudited interim consolidated financial statements. Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Convertible Beginning balance at September 30, 2015 $ 335,092 Conversion of notes (142,964) Adjustments to estimated fair value (192,128) Ending balance at March 31, 2016 $ - | As a result of a change in the estimated fair value of the derivative liability we recorded other expense of $ 67,395 87,291 Fair Value Measurements Using Significant Unobservable Convertible Beginning balance at September 30, 2014 $ - Issuances 354,988 Conversion of Notes (87,291) Adjustments to estimated fair value 67,395 Ending balance at September 30, 2015 $ 335,092 |
Schedule of Assumptions Used | The derivative liability was valued as of September 30, 2015, October 29, 2015 (weighted average conversion date) and December 31, 2015 using Monte Carlo Simulations with the following assumptions: September 30, October 29, December 31, 2015 2015 2015 Stated interest rate 8.0 % 8.0 % 8.0 % Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 80.0 % 85.0 % 110.0 % Risk-free interest rate 0.07 % 0.14 % 0.16 % Credit adjusted discount rate 22.0 % 22.0 % 25.0 % Remaining expected term of underlying securities (years) 0.46 0.38 0.21 | The derivative liability was valued as of March 15, 2015, September 20, and September 30, 2015 using Monte Carlo Simulations with the following assumptions: March 15, September 20, September 30, Stated interest rate 8.0 % 8.0 % 8.0 % Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 90.0 % 80.0 % 80.0 % Risk-free interest rate 0.24 % 0.09 % 0.07 % Credit adjusted discount rate 20.0 % 22.0 % 22.0 % Remaining expected term of underlying securities (years) 1.00 .48 .46 |
2014 PRIVATE PLACEMENT FINANCIN
2014 PRIVATE PLACEMENT FINANCING (Tables) - Private Placement Financing [Member] | 12 Months Ended |
Sep. 30, 2015 | |
Private Placement [Line Items] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the estimated fair value was primarily due to the reduction of the exercise prices of the 2014 Warrants, the exercise of 4,000,000 Fair Value Measurements Using Significant Unobservable Warrant Derivative Liability 2015 2014 Beginning balance at September 30, $ 6,270,000 $ - Issuances - 10,391,693 Modification of warrants, net of Inducement Shares 896,763 - Exercises of warrants (299,321) - Adjustments to estimated fair value (3,603,689) (4,121,693) Reclass of Derivative Liability to Equity (3,263,753) - Ending balance at September 30, 2015 $ - $ 6,270,000 |
Schedule Of Assumptions Used To Value Derivative Liability | The derivative liabilities were valued as of September 30, 2014, December 1, 2014, and March 15, 2015 using Monte Carlo Simulation. The derivative liabilities as of June 22, 2015, June 30, 2015, and September 30, 2015 as well as the exercises during 4th quarter of fiscal 2015 were valued using Black Scholes. September 30, December 1, March 15, June 22, Closing price per share of Common Stock $ 0.18 $ 0.25 $ 0.21 $ 0.23 Exercise price per share $ 0.30 - 0.40 $ 0.20 - $0.30 $ 0.20 - $0.30 $ 0.20 Expected volatility 85 - 90 % 80 90 % 80 110 % 55- 85 % Risk-free interest rate 0.02 - 1.55 % .01 1.39 % 0.03 1.41 % 0.27 - 1.68 % Dividend yield Remaining expected term of underlying securities (years) 0.33 - 4.33 0.33 4.6 0.22 4.3 1.03 4.03 As of Exercises during th As of Closing price per share of Common Stock $ 0.26 $ 0.23-0.27 $ 0.27 Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 75-85 % 75- 85 % 75-85 % Risk-free interest rate 1.63 % 0.23-1.36 % 0.21-1.09 % Dividend yield Remaining expected term of underlying securities (years) 1.01 0.80-3.96 0.76-3.76 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Annual License Maintenance Fee Commitments | The following table reflects the Company’s annual license maintenance fee commitments: Year Ending 2016 $ 50,000 2017 50,000 2018 50,000 2019 50,000 $ 200,000 |
IMMATERIAL CORRECTIONS TO PRI30
IMMATERIAL CORRECTIONS TO PRIOR PERIOD FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table sets forth the effects of the adjustments discussed above on the consolidated balance sheet as at June 30, 2015. Previously Increase Reported (Decrease) Restated $ $ $ Liabilities Derivative liabilities, net of current portion 6,344,817 (6,344,817) - Total long-term liabilities 7,491,377 (6,344,817) 1,146,560 Total liabilities 9,383,266 (6,344,817) 3,038,449 Stockholders’ deficit Additional paid-in capital 8,566,193 5,721,957 14,288,150 Accumulated deficit (14,624,760) (622,860) (14,001,900) Total stockholders’ deficit (6,065,411) 6,344,817 279,406 The following table sets forth the effects of the adjustments discussed above on the consolidated statement of operations for the three and nine months ended June 30, 2015 Three months ended Nine Months Ended Previously Increase Restated Previously Increase Restated $ $ $ $ $ $ (Increase)/decrease to fair value of derivative (925,384) (622,860) (302,524) 2,924,064 (622,860) 3,546,924 Total other income (expense) (57,016) (622,860) 565,844 2,013,925 (622,860) 2,636,785 Net (loss)/income (1,395,245) (622,860) (772,385) (1,850,066) (622,860) (1,227,206) The following table sets forth the effects of the adjustments discussed above on the consolidated statement of cash flow as at June 30, 2015 Previously Increase Restated $ $ $ Net (loss) (1,850,066) (622,860) (1,277,206) Decrease to fair value of derivative (2,924,064) 622,860 (3,546,924) |
Stock Based Compensation Stock
Stock Based Compensation Stock Option Activity (Detail) - USD ($) | Aug. 06, 2015 | Mar. 31, 2016 | Sep. 30, 2015 |
Option Shares Outstanding | |||
Outstanding, Beginning Balance | 10,776,500 | 8,637,962 | |
Awarded | 0 | 4,262,500 | |
Exercised | 0 | 1,025,000 | |
Forfeited | (37,500) | (1,098,962) | |
Outstanding, Ending Balance | 10,739,000 | 10,776,500 | |
Vested | 150,000 | 9,816,751 | 8,796,959 |
Vested and expected to vest | 10,739,000 | 10,776,500 | |
Weighted Average Exercise Price | |||
Outstanding, Beginning Balance | $ 0.3 | $ 0.38 | |
Awarded | 0 | 0.21 | |
Exercised | 0 | 0.33 | |
Forfeited | 0.22 | 0.36 | |
Outstanding, Ending Balance | 0.31 | 0.3 | |
Vested | 0.31 | 0.32 | |
Vested and expected to vest | $ 0.31 | $ 0.3 | |
Weighted Average Remaining Contractual Term (years) | |||
Awarded | 0 years | 0 years | |
Exercised | 0 years | 0 years | |
Forfeited | 0 years | 0 years | |
Balance | 5 years 8 months 1 day | 6 years 10 months 6 days | |
Vested | 4 years 10 months 13 days | 4 years 8 months 23 days | |
Vested and expected to vest | 5 years 8 months 1 day | 6 years 10 months 6 days | |
Aggregate Intrinsic Value | |||
Outstanding, Beginning Balance | $ 335,435 | $ 0 | |
Awarded | 0 | 0 | |
Exercised | 0 | 0 | |
Forfeited | 0 | 0 | |
Outstanding, Ending Balance | 593,828 | 335,435 | |
Vested | 434,330 | 200,668 | |
Vested and expected to vest | $ 593,828 | $ 335,435 |
Stock Based Compensation Restri
Stock Based Compensation Restricted Stock Award Activity (Detail) - Restricted Stock - shares | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted Average Grant Date Fair Value | ||
Non Vested, Beginning Balance | 25,000 | 0 |
Awarded | 0 | 300,000 |
Vested | (25,000) | (275,000) |
Forfeited | 0 | 0 |
Non Vested, Ending Balance | 0 | 25,000 |
Weighted Average Restricted Sto
Weighted Average Restricted Stock Award (Detail) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non Vested, Beginning Balance | $ 0.345 | $ 0 |
Awarded | 0 | 0.345 |
Vested | 0.345 | 0.345 |
Forfeited | 0 | 0 |
Non Vested, Ending Balance | $ 0 | $ 0.345 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Oct. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 18, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Increase In Aggregate Number Of Shares | 3,000,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 5 years 8 months 1 day | 6 years 10 months 6 days | ||||||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 0 | $ 0.21 | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, minimum | 76.57% | 76.60% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, maximum | 119.44% | 119.40% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, minimum | 0.58% | 0.64% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, maximum | 2.40% | 2.03% | ||||||
Share based compensation arrangement by share based payment award fair value assumptions expected forfeiture rate | 0.00% | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend rate | 0.00% | 0.00% | ||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 4,381,704 | 4,381,704 | 781,506 | |||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 4,262,500 | ||||||
Non-Employee Resricted Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | $ 9,000 | $ 95,000 | ||||||
Research and Development Expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | $ 114,000 | $ 153,000 | $ 168,000 | $ 274,000 | 466,000 | 629,000 | ||
General and Administrative Expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | 96,000 | 178,000 | $ 190,000 | 335,000 | $ 582,000 | 472,000 | ||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 0.28 | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 10 years | 10 years | ||||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 0.17 | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 1 year | 1 year | ||||||
Employees And Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | 210,000 | $ 358,000 | $ 1,048,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,479,212 | 8,479,212 | ||||||
Consultants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | $ 331,000 | $ 609,000 | $ 1,101,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,652,500 | 4,652,500 | ||||||
2013 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, total | $ 219,000 | $ 219,000 | $ 607,000 | |||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 2 months 5 days | 1 year 7 months 13 days | ||||||
Common Stock, Shares Authorized | 16,114,256 | 13,114,256 | ||||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 3,000,000 | |||||||
2013 Stock Incentive Plan | Employees And Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,175,000 | |||||||
2013 Stock Incentive Plan | Consultants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,087,500 | |||||||
2013 Stock Incentive Plan | Consultants | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 10 years | |||||||
2013 Stock Incentive Plan | Consultants | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 1 year |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Property, plant and equipment, gross, total | $ 3,925 | $ 3,925 |
Less - accumulated depreciation | 3,925 | 3,925 |
Property, plant and equipment, net, total | $ 0 | 0 |
Furniture and fixtures | ||
Property, plant and equipment, useful life | 5 years | |
Property, plant and equipment, gross, total | $ 2,925 | 2,925 |
Lab equipment | ||
Property, plant and equipment, useful life | 5 years | |
Property, plant and equipment, gross, total | $ 1,000 | $ 1,000 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 3,748,426 | $ 2,731,492 |
Capitalized expenditures | 802,769 | 381,872 |
Research and experimentation credit carryforwards | 164,252 | 63,368 |
Stock based compensation | 1,014,654 | 501,175 |
Property and Equipment | 1,569 | 1,568 |
Accrued expenses | 124,716 | 46,230 |
Gross deferred tax assets | 5,856,386 | 3,725,705 |
Deferred tax asset valuation allowance | (5,856,386) | (3,725,705) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 9,509,000 | $ 6,230,000 |
Research and experimentation credit carryforwards | 164,252 | 63,368 |
Deferred tax assets, operating loss carryforwards, state and local | 8,487,000 | 5,271,000 |
Valuation allowance, deferred tax asset, change in amount | 2,130,000 | 2,202,000 |
Expire In 2023 | ||
Income Taxes [Line Items] | ||
Research and experimentation credit carryforwards | 37,000 | 19,000 |
Expire in 2029 | ||
Income Taxes [Line Items] | ||
Research and experimentation credit carryforwards | $ 139,744 | $ 44,112 |
2015 RESTRICTED STOCK (Details)
2015 RESTRICTED STOCK (Details) - 2015 Restricted Stock [Member] - shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Non Vested, Beginning Balance | 150,000 | 0 |
Awarded | 0 | 600,000 |
Vested | (150,000) | (450,000) |
Forfeited | 0 | 0 |
Non Vested, Ending Balance | 0 | 150,000 |
2015 RESTRICTED STOCK (Details
2015 RESTRICTED STOCK (Details 1) - 2015 Restricted Stock [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Non Vested, Beginning Balance | $ 0.35 | $ 0 |
Awarded | 0 | 0.35 |
Vested | 0.35 | 0.35 |
Forfeited | 0 | 0 |
Non Vested, Ending Balance | $ 0 | $ 0.35 |
2015 Restricted Stock - Additio
2015 Restricted Stock - Additional Information (Detail) - USD ($) | Aug. 06, 2015 | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 300,000 | |||||
Share Price | $ 0.35 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 150,000 | 9,816,751 | 8,796,959 | |||
Share-based Compensation, Total | $ 358,330 | $ 609,272 | $ 1,047,685 | $ 1,101,286 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 4,262,500 | ||||
2015 Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 300,000 | |||||
Share Price | $ 0.35 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation, Total | $ 157,000 | |||||
Restricted Stock [Member] | 2015 Restricted Stock [Member] | ||||||
Share-based Compensation, Total | $ 0 | $ 52,500 | ||||
September 4, 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 | |||||
September 4, 2015 [Member] | 2015 Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 | |||||
October 2, 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | |||||
October 2, 2015 [Member] | 2015 Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | |||||
November 4, 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 | |||||
November 4, 2015 [Member] | 2015 Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 | |||||
Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 150,000 | |||||
Chief Executive Officer [Member] | 2015 Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 150,000 |
Estimated fair market value of
Estimated fair market value of the derivative liability (Detail) - Convertible Debt [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Derivative [Line Items] | ||
Conversion of Notes | $ (87,291) | |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative [Line Items] | ||
Beginning balance | $ 335,092 | 0 |
Issuances | 354,988 | |
Conversion of Notes | (142,964) | (87,291) |
Adjustments to estimated fair value | (192,128) | 67,395 |
Ending balance | $ 0 | $ 335,092 |
Derivative liability for Monte
Derivative liability for Monte Carlo Simulations (Detail) - $ / shares | Mar. 15, 2015 | Dec. 31, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | Sep. 20, 2015 |
Derivative [Line Items] | |||||
Stated interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% |
Exercise price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 |
Expected volatility | 90.00% | 110.00% | 85.00% | 80.00% | 80.00% |
Risk-free interest rate | 0.24% | 0.16% | 0.14% | 0.07% | 0.09% |
Credit adjusted discount rate | 20.00% | 25.00% | 22.00% | 22.00% | 22.00% |
Remaining expected term of underlying securities (years) | 1 year | 2 months 16 days | 4 months 17 days | 5 months 16 days | 5 months 23 days |
8% Convertible Notes - Addition
8% Convertible Notes - Additional Information (Detail) - USD ($) | Apr. 04, 2016 | Mar. 15, 2015 | Mar. 13, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Oct. 29, 2015 | Sep. 20, 2015 |
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | $ 605,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.20 | |||||||||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 354,988 | 354,988 | ||||||||||
Proceeds from Issuance of Debt | 395,012 | |||||||||||
Interest Expense, Debt | 2,764 | $ 2,764 | 5,529 | $ 5,529 | $ 11,000 | $ 11,000 | ||||||
Convertible Notes Payable, Current | $ 100,000 | $ 100,000 | $ 473,747 | $ 0 | ||||||||
Common Stock [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 543,111 | 1,051,904 | 2,681,383 | 755,865 | ||||||||
Debt [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Interest Expense, Debt | $ 29,101 | $ 131,252 | $ 223,735 | |||||||||
Convertible Notes Payable, Current | $ 473,747 | |||||||||||
Maximum [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 9.99% | |||||||||||
Minimum [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 4.99% | |||||||||||
Subscription Agreement [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 750,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||
Debt Conversion, Description | either (a) converted into shares of the Companys common stock, $0.001 par value per share (Common Stock) or (b) the outstanding principal and accrued interest on the Notes is paid in full by the Company. Interest on the Notes becomes due and payable upon their conversion or the Stated Maturity Date and may become due and payable upon the occurrence of an event of default under the Notes. The Notes contain customary events of default, which include, among other things, (i) the Companys failure to pay other indebtedness of $100,000 or more within the specified cure period for such breach; (iii) the acceleration of the stated maturity of such indebtedness; (iii) the insolvency of the Company; and (iv) the receipt of final, non-appealable judgments in the aggregate amount of $100,000 or more. | |||||||||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | $ 354,988 | $ 335,092 | ||||||||||
Other Noncash Expense | 13,503 | 142,964 | 67,395 | |||||||||
Proceeds from Issuance of Debt | $ 395,012 | |||||||||||
Derivative, Gain on Derivative | 54,982 | 192,128 | ||||||||||
Subscription Agreement [Member] | Investor [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||
Convertible Debt [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Annual Principal Payment | $ 100,000 | 505,000 | 505,000 | 145,000 | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 8,622 | 15,381 | 31,278 | $ 6,173 | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 725,000 | |||||||||||
Derivative, Gain on Derivative | $ 87,291 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
8% Convertible Notes [Line Items] | ||||||||||||
Debt Instrument, Annual Principal Payment | $ 195,000 | $ 195,000 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | Mar. 15, 2015 | Dec. 31, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | Sep. 20, 2015 | Sep. 30, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 19, 2013 |
Note Payable [Line Items] | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.24% | 0.16% | 0.14% | 0.07% | 0.09% | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 20.00% | 25.00% | 22.00% | 22.00% | 22.00% | ||||||||
Fair Value Assumptions, Expected Term | 1 year | 2 months 16 days | 4 months 17 days | 5 months 16 days | 5 months 23 days | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 90.00% | 110.00% | 85.00% | 80.00% | 80.00% | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||||||||
Interest Expense, Debt | $ 2,764 | $ 2,764 | $ 5,529 | $ 5,529 | $ 11,000 | $ 11,000 | |||||||
Debt instrument, unamortized discount | $ 966,824 | 972,353 | 972,353 | 966,824 | $ 955,766 | ||||||||
Loans | |||||||||||||
Note Payable [Line Items] | |||||||||||||
Notes Payable | $ 944,707 | 944,707 | 944,707 | 944,707 | |||||||||
2014 Warrant | |||||||||||||
Note Payable [Line Items] | |||||||||||||
Notes Payable | $ 55,293 | $ 55,293 | |||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 55,293 | ||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.64% | ||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Fair Value Assumptions, Expected Term | 10 years | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 114.00% | ||||||||||||
Massachusetts Life Sciences Center | |||||||||||||
Note Payable [Line Items] | |||||||||||||
Subordinated Debt | $ 1,000,000 | ||||||||||||
Debt Instrument, Payment Terms | The loan bears interest at a rate of 10% per annum, and will become fully due and payable on the earlier of (i) September 30, 2018, (ii) the occurrence of an event of default under the MLSC Loan Agreement, or (iii) the completion of a sale of substantially all of our assets, a change-of-control transaction or one or more financing transactions in which we receive from third parties other than our then existing shareholders net proceeds of $5,000,000 or more in a 12-month period | ||||||||||||
Warrants Issued To Purchase Of Common Stock | 145,985 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.27 |
Fair Value Measurements Using S
Fair Value Measurements Using Significant Unobservable Inputs Level 3 (Detail) - USD ($) | Mar. 13, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Modification of warrants, net of Inducement Shares | $ 624,016 | $ 2,980,829 | |||||
Exercises of Warrants | $ (13,503) | $ 0 | $ (142,964) | $ (224,000) | (386,612) | $ 0 | |
Adjustments to estimated fair value | 0 | 7,541,693 | |||||
Fair Value, Inputs, Level 3 | Private Placement Financing [Member] | |||||||
Balance | $ 0 | $ 6,270,000 | 6,270,000 | 0 | |||
Issuances | 0 | 10,391,693 | |||||
Modification of warrants, net of Inducement Shares | 896,763 | 0 | |||||
Exercises of Warrants | (299,321) | 0 | |||||
Adjustments to estimated fair value | (3,603,689) | (4,121,693) | |||||
Reclass of Derivative Liability to Equity | (3,263,753) | 0 | |||||
Balance | $ 0 | $ 6,270,000 |
Assumptions Used For Derivative
Assumptions Used For Derivative Liability (Detail) - $ / shares | Jun. 30, 2015 | Mar. 15, 2015 | Dec. 01, 2014 | Dec. 31, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | Sep. 20, 2015 | Jun. 22, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Mar. 31, 2016 |
Closing price per share of Common Stock | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Exercise price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | 0.20 | |||||
Expected volatility | 90.00% | 110.00% | 85.00% | 80.00% | 80.00% | ||||||
Risk-free interest rate | 0.24% | 0.16% | 0.14% | 0.07% | 0.09% | ||||||
Dividend yield | 20.00% | 25.00% | 22.00% | 22.00% | 22.00% | ||||||
Remaining expected term of underlying securities (years) | 1 year | 2 months 16 days | 4 months 17 days | 5 months 16 days | 5 months 23 days | ||||||
Derivative liabilities Assumptions | Private Placement Financing | |||||||||||
Closing price per share of Common Stock | $ 0.26 | $ 0.21 | $ 0.25 | $ 0.27 | $ 0.23 | $ 0.18 | 0.27 | ||||
Exercise price per share | $ 0.20 | $ 0.20 | 0.20 | ||||||||
Risk-free interest rate | 1.63% | ||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Remaining expected term of underlying securities (years) | 1 year 4 days | ||||||||||
Derivative liabilities Assumptions | Private Placement Financing | Exercises during 4th Quarter [Member] | |||||||||||
Exercise price per share | $ 0.20 | $ 0.20 | |||||||||
Dividend yield | 0.00% | ||||||||||
Maximum | Derivative liabilities Assumptions | Private Placement Financing | |||||||||||
Exercise price per share | $ 0.30 | $ 0.30 | $ 0.40 | ||||||||
Expected volatility | 85.00% | 110.00% | 90.00% | 85.00% | 85.00% | 90.00% | |||||
Risk-free interest rate | 1.41% | 1.39% | 1.09% | 1.68% | 1.55% | ||||||
Remaining expected term of underlying securities (years) | 4 years 3 months 18 days | 4 years 7 months 6 days | 3 years 9 months 4 days | 4 years 11 days | 4 years 3 months 29 days | ||||||
Maximum | Derivative liabilities Assumptions | Private Placement Financing | Exercises during 4th Quarter [Member] | |||||||||||
Closing price per share of Common Stock | $ 0.27 | $ 0.27 | |||||||||
Expected volatility | 85.00% | ||||||||||
Risk-free interest rate | 1.36% | ||||||||||
Remaining expected term of underlying securities (years) | 3 years 11 months 16 days | ||||||||||
Minimum | Derivative liabilities Assumptions | Private Placement Financing | |||||||||||
Exercise price per share | $ 0.20 | $ 0.20 | $ 0.30 | ||||||||
Expected volatility | 75.00% | 80.00% | 80.00% | 75.00% | 55.00% | 85.00% | |||||
Risk-free interest rate | 0.03% | 0.01% | 0.21% | 0.27% | 0.02% | ||||||
Remaining expected term of underlying securities (years) | 2 months 19 days | 3 months 29 days | 9 months 4 days | 1 year 11 days | 3 months 29 days | ||||||
Minimum | Derivative liabilities Assumptions | Private Placement Financing | Exercises during 4th Quarter [Member] | |||||||||||
Closing price per share of Common Stock | $ 0.23 | $ 0.23 | |||||||||
Expected volatility | 75.00% | ||||||||||
Risk-free interest rate | 0.23% | ||||||||||
Remaining expected term of underlying securities (years) | 9 months 18 days |
2014 Private Placement Financ47
2014 Private Placement Financing - Additional Information (Detail) - USD ($) | Jul. 02, 2015 | Jun. 30, 2015 | Mar. 13, 2015 | Dec. 02, 2014 | Dec. 01, 2014 | Jun. 22, 2015 | Feb. 04, 2014 | Jan. 30, 2014 | Apr. 19, 2013 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Oct. 29, 2015 | Sep. 20, 2015 | Aug. 06, 2015 | Mar. 15, 2015 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 454,387 | |||||||||||||||||||||
Share price | $ 0.35 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | |||||||||||||||||||||
Common Stock | $ 110,424 | $ 110,424 | $ 107,392 | $ 72,051 | ||||||||||||||||||
Common Stock, Shares Issued | 110,423,588 | 110,423,588 | 107,542,205 | 72,076,487 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Derivative, Fair Value, Net, Total | $ 927,373 | |||||||||||||||||||||
Exercises of Warrants | $ 2,000,000 | $ 451,000 | ||||||||||||||||||||
Fair Value Of Derivative Liabilities In Excess Of Proceeds | 0 | $ (7,541,693) | ||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ 54,982 | $ (302,524) | $ 1,096,278 | $ 192,128 | $ 3,849,448 | $ 3,546,924 | $ 3,536,294 | 4,121,693 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | (1,025,000) | ||||||||||||||||||||
Gain On Warrant Derivative Modification | $ 624,016 | $ 2,980,829 | ||||||||||||||||||||
Gain On Exercise Of Warrants | 13,503 | $ 0 | $ 142,964 | 224,000 | $ 386,612 | 0 | ||||||||||||||||
Gains (Losses) on Extinguishment of Debt | $ 224,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | $ 605,000 | |||||||||||||||||||
Stock Issued During Period Inducement Shares | 570,000 | |||||||||||||||||||||
Reclassification of Series A and C Warrants from derivative liabilities to equity | $ 3,263,753 | 0 | ||||||||||||||||||||
2014 Private Placement | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 14,390,754 | 11,400,000 | ||||||||||||||||||||
Share price | $ 0.25 | $ 0.22 | ||||||||||||||||||||
Common Stock Issuance Upon Exercise Of Warrants | 34,200,000 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 3,200,000 | $ 2,850,000 | ||||||||||||||||||||
Common Stock | $ 11,400 | |||||||||||||||||||||
Common Stock, Shares Issued | 11,400,000 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Derivative, Fair Value, Net, Total | $ 10,391,693 | |||||||||||||||||||||
Exercises of Warrants | 2,850,000 | |||||||||||||||||||||
Fair Value Of Derivative Liabilities In Excess Of Proceeds | $ 7,541,693 | $ 3,052,064 | ||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | $ 0 | $ 6,270,000 | ||||||||||||||||||||
Derivative Liability | $ 3,263,753 | |||||||||||||||||||||
Series A Warrants | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | $ 0.30 | |||||||||||||||||||
Derivative, Fair Value, Net, Total | $ 6,000,000 | |||||||||||||||||||||
Reduction In Exercise Price Of Warrants | $ 0.20 | |||||||||||||||||||||
Additional Warrants Issued | 5,700,000 | |||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 1,750,000 | |||||||||||||||||||||
Series A Warrants | Minimum [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 11,400,000 | |||||||||||||||||||||
Series A Warrants | Maximum [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 17,100,000 | |||||||||||||||||||||
Series B Warrants | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 800,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.35 | $ 0.35 | $ 0.35 | |||||||||||||||||||
Exercise Term Of Warrants | 12 months | 12 months | ||||||||||||||||||||
Common Stock, Shares Issued | 4,000,000 | |||||||||||||||||||||
Derivative, Fair Value, Net, Total | $ 2,255,000 | |||||||||||||||||||||
Exercises of Warrants | $ 800,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,000,000 | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,000,000 | 4,000,000 | ||||||||||||||||||||
Gain On Warrant Derivative Modification | $ 1,300,170 | |||||||||||||||||||||
Series B Warrants | Minimum [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |||||||||||||||||||||
Series B Warrants | Maximum [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.35 | |||||||||||||||||||||
Series C Warrants | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||||||||
Percentage Of Exercisability Of Warrants | 4.90% | 4.90% | ||||||||||||||||||||
Exercise Term Of Warrants | 18 months | 18 months | ||||||||||||||||||||
Derivative, Fair Value, Net, Total | $ 8,000,000 | |||||||||||||||||||||
Exercises of Warrants | $ 40,000 | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 200,000 | 200,000 | ||||||||||||||||||||
Series C Warrants | Minimum [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.20 | |||||||||||||||||||||
Series C Warrants | Maximum [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | |||||||||||||||||||||
2014 Warrant | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 750,000 | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 55,293 | |||||||||||||||||||||
2014 Warrant | 2014 Private Placement | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 570,000 | |||||||||||||||||||||
Series A and Series C Warrants [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Exercises of Warrants | $ 2,800,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 462,298 | 231,250 | ||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 18,686,801 | |||||||||||||||||||||
Stock Issued During Period, Shares, Other | 686,801 | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 687 |
Private Placement Financing (20
Private Placement Financing (2015) - Additional Information (Detail) - USD ($) | Jul. 02, 2015 | Jul. 02, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Feb. 04, 2014 | Jan. 30, 2014 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 06, 2015 | Apr. 19, 2013 |
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 454,387 | ||||||||||
Share Price | $ 0.35 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||||||
Fair Value Of Derivative Liabilities In Excess Of Proceeds | $ 0 | $ (7,541,693) | |||||||||
2014 Investor | |||||||||||
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 454,387 | ||||||||||
Proceeds from Issuance of Common Stock | $ 100,000 | ||||||||||
2015 Investor | |||||||||||
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 454,387 | 13,936,367 | |||||||||
Proceeds from Issuance of Common Stock | $ 100,000 | $ 3,066,000 | |||||||||
2015 Investor | Common Stock [Member] | |||||||||||
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 454,387 | ||||||||||
Series D Warrants | |||||||||||
Private Placement [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | |||||||||
Series A and Series C Warrants [Member] | |||||||||||
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 13,936,367 | ||||||||||
Proceeds from Issuance of Common Stock | $ 3,066,000 | ||||||||||
2014 Private Placement | |||||||||||
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 14,390,754 | 11,400,000 | |||||||||
Share Price | $ 0.25 | $ 0.22 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||
Proceeds from Issuance of Common Stock | $ 3,200,000 | $ 2,850,000 | |||||||||
Fair Value Of Derivative Liabilities In Excess Of Proceeds | $ 7,541,693 | $ 3,052,064 | |||||||||
2014 Private Placement | Series D Warrants | |||||||||||
Private Placement [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | ||||||||||
2015 Private Placement [Member] | |||||||||||
Private Placement [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 13,936,367 | 14,390,754 | |||||||||
Share Price | $ 0.22 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||
Proceeds from Issuance of Common Stock | $ 3,100,000 | ||||||||||
Fair Value Of Derivative Liabilities In Excess Of Proceeds | $ 99,511 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 454 | $ 13,936 | |||||||||
2015 Private Placement [Member] | Series D Warrants | |||||||||||
Private Placement [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 |
Coldstream Financing - Addition
Coldstream Financing - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 19, 2013 | Sep. 30, 2015 | Mar. 31, 2016 | Sep. 30, 2014 | |
Coldstream Financing [Line Items] | ||||
Proceeds from issuance of private placement | $ 2,000,000 | $ 451,000 | ||
Unit issued price per share. | $ 0.50 | |||
Class of warrant or right, exercise price of warrants or rights | $ 0.75 | |||
Proceeds from investors in contemplation of merger | $ 2,000,000 | |||
Common Stock, Shares Issued | 107,542,205 | 110,423,588 | 72,076,487 | |
Coldstream Financing | ||||
Coldstream Financing [Line Items] | ||||
Warrants issued to purchase of common stock | 4,000,000 | |||
Common Stock, Shares Issued | 4,000,000 |
Annual License Maintenance Fee
Annual License Maintenance Fee Commitments (Detail) - License Maintenance Obligation [Member] | Sep. 30, 2015USD ($) |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,016 | $ 50,000 |
2,017 | 50,000 |
2,018 | 50,000 |
2,019 | 50,000 |
Contractual obligation, total | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2015 | Oct. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments And Contingencies [Line Items] | ||||
License Maintenance Costs | $ 45,000 | $ 35,000 | ||
Wellesley | ||||
Commitments And Contingencies [Line Items] | ||||
Payments For Rent Monthly Payments | $ 5,031 | |||
Framingham | ||||
Commitments And Contingencies [Line Items] | ||||
Payments For Rent Monthly Payments | $ 2,000 | |||
Patents | ||||
Commitments And Contingencies [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||
MIT Licensing Agreement | ||||
Commitments And Contingencies [Line Items] | ||||
Contractual Obligation | $ 50,000 | $ 45,000 |
Immaterial Corrections to Pri52
Immaterial Corrections to Prior Period Financial Statements (Detail) - USD ($) | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Liabilities | |||||
Derivative liabilities, net of current portion | $ 0 | $ 335,092 | $ 0 | $ 2,280,000 | |
Total long-term liabilities | 1,242,853 | 1,176,824 | 1,146,560 | 5,045,766 | |
Total liabilities | 1,641,854 | 2,462,902 | 3,038,449 | 7,769,433 | |
Stockholders’ deficit | |||||
Additional paid-in capital | 18,139,021 | 17,154,945 | 14,288,150 | 5,810,200 | |
Accumulated deficit | (18,131,931) | (15,722,220) | (14,001,900) | (12,774,694) | |
Total stockholders’ deficit | $ 117,514 | $ 1,540,117 | 279,406 | $ (6,892,443) | $ 187,016 |
Scenario, Previously Reported [Member] | |||||
Liabilities | |||||
Derivative liabilities, net of current portion | 6,344,817 | ||||
Total long-term liabilities | 7,491,377 | ||||
Total liabilities | 9,383,266 | ||||
Stockholders’ deficit | |||||
Additional paid-in capital | 8,566,193 | ||||
Accumulated deficit | (14,624,760) | ||||
Total stockholders’ deficit | (6,065,411) | ||||
Restatement Adjustment [Member] | |||||
Liabilities | |||||
Derivative liabilities, net of current portion | (6,344,817) | ||||
Total long-term liabilities | (6,344,817) | ||||
Total liabilities | (6,344,817) | ||||
Stockholders’ deficit | |||||
Additional paid-in capital | 5,721,957 | ||||
Accumulated deficit | (622,860) | ||||
Total stockholders’ deficit | $ 6,344,817 |
Immaterial Corrections to Pri53
Immaterial Corrections to Prior Period Financial Statements (Statement Of Operations) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
(Increase)/decrease to fair value of derivative | $ 54,982 | $ (302,524) | $ 1,096,278 | $ 192,128 | $ 3,849,448 | $ 3,546,924 | $ 3,536,294 | $ 4,121,693 |
Total other income (expense) | 1,662 | 565,844 | 421,706 | 124,523 | 2,070,942 | 2,636,785 | 2,512,988 | (3,531,059) |
Net (loss)/income | $ (1,253,056) | (772,385) | $ (833,966) | $ (2,409,711) | $ (454,821) | (1,227,206) | $ (2,947,526) | $ (8,142,823) |
Scenario, Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
(Increase)/decrease to fair value of derivative | (925,384) | 2,924,064 | ||||||
Total other income (expense) | (57,016) | 2,013,925 | ||||||
Net (loss)/income | (1,395,245) | (1,850,066) | ||||||
Restatement Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
(Increase)/decrease to fair value of derivative | (622,860) | (622,860) | ||||||
Total other income (expense) | (622,860) | (622,860) | ||||||
Net (loss)/income | $ (622,860) | $ (622,860) |
Immaterial Corrections to Pri54
Immaterial Corrections to Prior Period Financial Statements (Statement Of Cash Flow) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net (loss) | $ (1,253,056) | $ (772,385) | $ (833,966) | $ (2,409,711) | $ (454,821) | $ (1,227,206) | $ (2,947,526) | $ (8,142,823) |
Decrease to fair value of derivative | $ 54,982 | (302,524) | $ 1,096,278 | $ 192,128 | $ 3,849,448 | 3,546,924 | $ 3,536,294 | $ 4,121,693 |
Scenario, Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net (loss) | (1,395,245) | (1,850,066) | ||||||
Decrease to fair value of derivative | (925,384) | 2,924,064 | ||||||
Restatement Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net (loss) | (622,860) | (622,860) | ||||||
Decrease to fair value of derivative | $ (622,860) | $ (622,860) |
Immaterial Corrections to Pri55
Immaterial Corrections to Prior Period Financial Statements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Increase (Decrease) in Derivative Liabilities | $ (192,128) | $ (3,849,448) | $ (3,536,294) | $ (4,121,693) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ 54,982 | $ (302,524) | $ 1,096,278 | $ 192,128 | $ 3,849,448 | $ 3,546,924 | $ 3,536,294 | $ 4,121,693 |
Restatement Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Adjustments to Additional Paid in Capital, Other | 5,721,957 | |||||||
Increase (Decrease) in Derivative Liabilities | 6,344,817 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ (622,860) | $ (622,860) |
Reclassification of Prior Yea56
Reclassification of Prior Year Presentation - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Of Derivative Liabilities In Excess Of Proceeds | $ 0 | $ (7,541,693) |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Apr. 27, 2016 | Dec. 10, 2015 | Sep. 30, 2015 | Mar. 31, 2016 | Apr. 19, 2013 | |
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||
Convertible Notes Payable | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Debt Instrument, Annual Principal Payment | $ 195,000 | ||||
Subsequent Event | Convertible Notes Payable | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Debt Conversion Converted Instrument Shares Issued Additional | 255,000 | ||||
Debt Instrument, Increase, Accrued Interest | $ 12,470 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,337,347 | ||||
Debt Instrument, Annual Principal Payment | $ 100,000 | ||||
Debt Instrument, Periodic Payment, Interest | $ 8,622 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 543,111 | ||||
Series A Warrants | Subsequent Event | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Common Stock Issuance Upon Exercise Of Warrants | 1,400,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 727,084 | ||||
Series D Warrants | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | |||
Series D Warrants | Subsequent Event | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 601,057 | ||||
Common Stock Issuance Upon Exercise Of Warrants | 2,404,227 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | ||||
Series A and Series C Warrants | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 3,066,000 | ||||
Series A and Series C Warrants | Subsequent Event | |||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 539,945 | ||||
Common Stock Issuance Upon Exercise Of Warrants | 2,699,725 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 |