Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Jul. 27, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Arch Therapeutics, Inc. | |
Entity Central Index Key | 1,537,561 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ARTH | |
Entity Common Stock, Shares Outstanding | 134,207,348 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Current assets: | ||
Cash | $ 5,745,047 | $ 3,960,100 |
Prepaid expenses and other current assets | 157,989 | 42,919 |
Total current assets | 5,903,036 | 4,003,019 |
Total assets | 5,903,036 | 4,003,019 |
Current liabilities: | ||
Accounts payable | 492,948 | 231,761 |
Accrued expenses and other liabilities | 189,275 | 245,478 |
Convertible notes, net of unamortized discount | 0 | 473,747 |
Current derivative liabilities | 0 | 335,092 |
Total current liabilities | 682,223 | 1,286,078 |
Long-term liabilities: | ||
Note payable, net of unamortized discount | 975,118 | 966,824 |
Accrued interest, net of current portion | 300,750 | 210,000 |
Total long-term liabilities | 1,275,868 | 1,176,824 |
Total liabilities | 1,958,091 | 2,462,902 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 300,000,000 shares authorized, 133,024,279 and 107,592,205 shares issued and outstanding as of June 30, 2016 and September 30, 2015, respectively | 131,024 | 107,392 |
Additional paid-in capital | 23,711,632 | 17,154,945 |
Accumulated deficit | (19,897,711) | (15,722,220) |
Total stockholders’ equity | 3,944,945 | 1,540,117 |
Total liabilities and stockholders' equity | $ 5,903,036 | $ 4,003,019 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Sep. 30, 2015 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 133,024,279 | 107,592,205 |
Common Stock, Shares Outstanding | 133,024,279 | 107,592,205 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative expenses | 1,294,050 | 813,122 | 3,027,995 | 2,536,654 |
Research and development expenses | 438,627 | 525,107 | 1,238,915 | 1,327,337 |
Total operating expenses | 1,732,677 | 1,338,229 | 4,266,910 | 3,863,991 |
Operating loss | (1,732,677) | (1,338,229) | (4,266,910) | (3,863,991) |
Other income (expense): | ||||
Interest expense | (33,104) | (134,326) | (243,673) | (212,647) |
Gain on exercise of warrants and conversion of debt | 0 | 75,321 | 142,964 | 299,321 |
Gain (loss) on warrant derivative modification | 0 | 927,373 | 0 | (996,813) |
Decrease (increase) to fair value of derivative | 0 | (302,524) | 192,128 | 3,546,924 |
Total other income (expense) | (33,104) | 565,844 | 91,419 | 2,636,785 |
Net loss | $ (1,765,781) | $ (772,385) | $ (4,175,491) | $ (1,227,206) |
Earnings per share - basic and diluted | ||||
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted common shares - basic and diluted | 120,999,849 | 76,804,674 | 113,031,986 | 75,396,047 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (4,175,491) | $ (1,227,206) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 769,671 | 859,627 |
Noncash interest expense on notes payable | 243,674 | 212,332 |
Issuance of restricted stock for services | 52,500 | 8,625 |
Gain on exercise of warrants and conversion of debt | (142,964) | (299,321) |
Loss on warrant derivative modification | 0 | 996,813 |
Decrease to fair value of derivative | (192,128) | (3,546,924) |
(Increase) decrease in: | ||
Prepaid expenses and other current assets | (115,070) | (621) |
Increase (decrease) in: | ||
Accounts payable | 21,301 | 323,850 |
Accrued expenses and other liabilities | (123,113) | 46,059 |
Net cash used in operating activities | (3,661,620) | (2,626,766) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 2,057,648 | 1,251,000 |
Net proceeds from issuance of common stock and warrants | 3,388,919 | 3,066,000 |
Proceeds from issuance of convertible notes | 0 | 750,000 |
Net cash provided by financing activities | 5,446,567 | 5,067,000 |
Net increase in cash | 1,784,947 | 2,440,234 |
Cash, beginning of period | 3,960,100 | 833,520 |
Cash, end of period | 5,745,047 | 3,273,754 |
Non-cash financing activities | ||
Financing Costs on Issuance Of Common Stock And Warrants | 333,320 | 150,000 |
Conversion of 8% convertible notes and accrued interest to common stock | 644,900 | 0 |
Issuance of inducement shares | 0 | 100,050 |
Reclass of Series A and Series C Warrants from derivative liabilities to equity | $ 0 | $ 3,263,753 |
BASIS OF PRESENTATION AND DESCR
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Jun. 30, 2016 | |
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. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2016 | |
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 nine months ended June 30, 2016. 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 and retaining new employees. 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. 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, 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, 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. 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 June 30, 2016 and September 30, 2015. 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 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 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. 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 June 30, 2016 and September 30, 2015. 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 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 The Company measures both financial and nonfinancial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures At June 30, 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. The Company evaluated all events or transactions that occurred commencing from July 1, 2016 and ending on July 27, 2016 the date which these unaudited interim consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 12 of these unaudited interim consolidated financial statements. 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, has not generated operating revenues, 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 June 30, 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 principally funded operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. 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 unaudited interim 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 |
IMMATERIAL CORRECTION OF THE JU
IMMATERIAL CORRECTION OF THE JUNE 30, 2015 INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 9 Months Ended |
Jun. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
IMMATERIAL CORRECTIONS TO PRIOR PERIOD FINANCIAL STATEMENTS | 3. Immaterial Correction of the June 30, 2015 Interim Consolidated 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 unaudited interim 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 as of June 22, 2015 the Series A Warrants and Series C Warrants should have been presented in stockholders’ equity instead of as a liability. In addition, the Company determined that as of June 30, 2015, the 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 Previously Increase 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) equity 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) equity (6,065,411) 6,344,817 279,406 The following table sets forth the effects of the restatement 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 (1,395,245) (622,860) (772,385) (1,850,066) (622,860) (1,227,206) The following table sets forth the effects of the restatement adjustments discussed above on the consolidated statement of cash flow for the nine months ended June 30, 2015. Previously Increase Restated $ $ $ Net loss (1,850,066) (622,860) (1,227,206) Decrease to fair value of derivative (2,924,064) 622,860 (3,546,924) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 4. 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 June 30, 2016, a total of 11,214,212 4,702,500 2,278,777 Share-based awards During the three and nine months ended June 30, 2016, the Company granted options to employees and directors to purchase 2,735,000 50,000 3 0.38 0.43 . 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 nine months ended June 30, 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 nine months ended June 30, 2016; expected volatility, 94.38 119.44 0.52 2.4 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. The Company 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 Option Weighted Weighted Aggregate Outstanding at September 30, 2015 10,776,500 $ 0.30 - $ - Awarded 2,785,000 $ 0.39 - - Exercised (362,500) $ 0.19 - - Forfeited (426,040) $ 0.36 - - Outstanding at June 30, 2016 12,772,960 $ 0.32 6.27 $ 5,429,881 Vested 10,829,562 $ 0.31 4.94 $ 4,084,799 Vested and expected to vest at June 30, 2016 12,772,960 $ 0.32 6.27 $ 5,429,881 Share-based compensation expense recorded in the Company’s unaudited interim consolidated statements of operations for the three months ended June 30, 2016 and 2015 resulting from outstanding stock option awards to the Company’s employees, directors and consultants was approximately $ 349,000 250,000 60,000 122,000 289,000 128,000 708,000 860,000 228,000 397,000 480,000 463,000 As of June 30, 2016, there is approximately $ 753,047 1.96 |
RESTRICTED STOCK 2016
RESTRICTED STOCK 2016 | 9 Months Ended |
Jun. 30, 2016 | |
2016 Restricted Stock [Member] | |
RESTRICTED STOCK [Line Items] | |
2016 RESTRICTED STOCK | 5. 2016 RESTRICTED STOCK On May 3, 2016, the Company awarded 2,000,000 100 Non Vested at September 30, 2015 - Awarded 2,000,000 Vested - Forfeited - Non Vested at June 30, 2016 2,000,000 Non Vested at September 30, 2015 $ - Awarded 0.39 Vested - Forfeited - Non Vested at June 30, 2016 $ 0.39 For the three and nine months ended June 30, 2016, compensation expense recorded for the 2016 restricted stock awards was approximately $ 62,000 18,000 44,000 |
RESTRICTED STOCK 2015
RESTRICTED STOCK 2015 | 9 Months Ended |
Jun. 30, 2016 | |
2015 Restricted Stock [Member] | |
RESTRICTED STOCK [Line Items] | |
2015 RESTRICTED STOCK | 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 Non Vested at September 30, 2015 150,000 Awarded - Vested (150,000) Forfeited - Non Vested at June 30, 2016 - Non Vested at September 30, 2015 $ 0.35 Awarded - Vested 0.35 Forfeited - Non Vested at June 30, 2016 $ - For the three and nine months ended June 30, 2016, compensation expense recorded for the restricted stock awards was $ 0 52,500 |
8% CONVERTIBLE NOTES
8% CONVERTIBLE NOTES | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
8% CONVERTIBLE NOTES | 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 During the three months ended June 30, 2016, $ 100,000 8,622 543,111 605,000 39,900 3,224,494 0 605,000 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 0 0 142,964 0 192,128 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 June 30, 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 |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
NOTE PAYABLE | 8. 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. 145,985 0.27 Of the $ 1,000,000 944,707 55,293 2.64 0.0 10 114 2,765 8,294 975,118 966,824 |
PRIVATE PLACEMENT FINANCING 201
PRIVATE PLACEMENT FINANCING 2014 | 9 Months Ended |
Jun. 30, 2016 | |
2014 Private Placement | |
Private Placement [Line Items] | |
PRIVATE PLACEMENT FINANCING | 9. 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 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 2014 Registration Statement Effective Date 0.40 18 11,400,000 Anti-Dilution Provisions 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 December 1, 2014, the Company entered into an agreement with Cranshire Capital Master Fund, Ltd. (“ Cranshire December 2014 Amendment 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 8 750,000 0.20 5,700,000 11,400,000 17,100,000 624,016 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, to (i) delete the Anti-Dilution Provisions 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 3,263,753 During the three and nine months ended June 30, 2016, Series C Warrants had been exercised on a cash basis for an aggregate issuance of 3,200,000 3,400,000 640,000 680,000 2,900,000 580,000 2,450,000 1,279,688 4,000,000 800,000 2,255,000 |
PRIVATE PLACEMENT FINANCING 215
PRIVATE PLACEMENT FINANCING 2015 | 9 Months Ended |
Jun. 30, 2016 | |
2015 Private Placement Financing [Member] | |
Private Placement [Line Items] | |
PRIVATE PLACEMENT FINANCING | 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 3,100,000 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 3,066,000 100,000 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 During the three and nine months ended June 30, 2016, Series D Warrants had been exercised on a cash basis for an aggregate issuance of 3,190,591 797,648 Common Stock At the June 30, 2015 Initial Closing Date of the 2015 Private Placement Financing, the Company issued 13,936,367 454,387 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 |
PRIVATE PLACEMENT FINANCING 216
PRIVATE PLACEMENT FINANCING 2016 | 9 Months Ended |
Jun. 30, 2016 | |
Private Placement 2016 [Member] | |
Private Placement [Line Items] | |
PRIVATE PLACEMENT FINANCING | 2016 PRIVATE PLACEMENT FINANCING Beginning May 24, 2016 and through May 26, 2016, we entered into a series of substantially similar subscription agreements (each a “ 2016 Subscription Agreement 2016 Investors 9,418,334 0.36 2016 Private Placement Financing 0.75 0.4380 Series E Warrants Series E Warrant Shares The number of shares of Common Stock into which each of the Series E Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the Series E Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). In addition, (i) at any time during the term of the Series E Warrants, we may reduce the then-current exercise price to any amount and for any period of time deemed appropriate by our Board of Directors (the “Board”); and (ii) certain of the Series E Warrants provide that they shall not be exercisable in the event and to the extent that the exercise thereof would result in the holder of the Series E Warrant, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than 4.99% of the Common Stock; provided, however, the holder, upon notice to us, may increase or decrease the ownership limitation, provided that any increase is limited to a maximum of 9.99% of the Company’s Common Stock, and any increase in the ownership limitation will not become effective until the 61st day after delivery of such notice. We engaged Maxim Group LLC (“ Maxim 8.2 Maxim Investors 3,390,600 2,084,000 170,888 On May 26, 2016, we entered into a registration rights agreement with the 2016 Investors (the “ 2016 Registration Rights Agreement SEC 2016 Registration Statement Securities Act 16,482,082 9,418,334 7,063,748 Following the Closing, each 2016 Investor was also issued Series E Warrants to purchase shares of the Company’s Common Stock up to 75 0.438 Common Stock At May 26, 2016, the Closing Date of the 2016 Private Placement Financing, the Company issued 9,418,334 Equity Value of Warrants The Company accounted for the Series E Warrants relating to the aforementioned 2016 Private Placement Financing in accordance with ASC 815-40, Derivatives and Hedging |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS During the period commencing from July 1, 2016 and ending on July 27, 2016, additional Series A Warrants have been exercised for an aggregate issuance of 200,000 0.20 40,000 1,375,000 983,069 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2016 | |
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 and retaining new employees. |
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. |
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, 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, 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 June 30, 2016 and September 30, 2015. |
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. |
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. |
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 |
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. |
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 June 30, 2016 and September 30, 2015. |
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. |
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 |
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 June 30, 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 | Subsequent Events The Company evaluated all events or transactions that occurred commencing from July 1, 2016 and ending on July 27, 2016 the date which these unaudited interim consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 12 of these unaudited interim consolidated financial statements. |
Going Concern Basis of Accounting | 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, has not generated operating revenues, 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 June 30, 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 principally funded operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. |
Correction of an Immaterial Error | 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 unaudited interim 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 |
IMMATERIAL CORRECTION OF THE 19
IMMATERIAL CORRECTION OF THE JUNE 30, 2015 INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Previously Increase 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) equity 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) equity (6,065,411) 6,344,817 279,406 The following table sets forth the effects of the restatement 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 (1,395,245) (622,860) (772,385) (1,850,066) (622,860) (1,227,206) The following table sets forth the effects of the restatement adjustments discussed above on the consolidated statement of cash flow for the nine months ended June 30, 2015. Previously Increase Restated $ $ $ Net loss (1,850,066) (622,860) (1,227,206) Decrease to fair value of derivative (2,924,064) 622,860 (3,546,924) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 nine months ended June 30, 2016 follows: Option Weighted Weighted Aggregate Outstanding at September 30, 2015 10,776,500 $ 0.30 - $ - Awarded 2,785,000 $ 0.39 - - Exercised (362,500) $ 0.19 - - Forfeited (426,040) $ 0.36 - - Outstanding at June 30, 2016 12,772,960 $ 0.32 6.27 $ 5,429,881 Vested 10,829,562 $ 0.31 4.94 $ 4,084,799 Vested and expected to vest at June 30, 2016 12,772,960 $ 0.32 6.27 $ 5,429,881 |
RESTRICTED STOCK 2016 (Tables)
RESTRICTED STOCK 2016 (Tables) - 2016 Restricted Stock [Member] | 9 Months Ended |
Jun. 30, 2016 | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Non Vested at September 30, 2015 - Awarded 2,000,000 Vested - Forfeited - Non Vested at June 30, 2016 2,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Non Vested at September 30, 2015 $ - Awarded 0.39 Vested - Forfeited - Non Vested at June 30, 2016 $ 0.39 For the three and nine months ended June 30, 2016, compensation expense recorded for the 2016 restricted stock awards was approximately $ 62,000 18,000 44,000 |
RESTRICTED STOCK 2015 (Tables)
RESTRICTED STOCK 2015 (Tables) - 2015 Restricted Stock [Member] | 9 Months Ended |
Jun. 30, 2016 | |
Nonvested Restricted Stock Shares Activity | Restricted stock activity for the nine months ended June 30, 2016 is as follows: Non Vested at September 30, 2015 150,000 Awarded - Vested (150,000) Forfeited - Non Vested at June 30, 2016 - |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The weighted average restricted stock award date fair value information for the nine months ended June 30, 2016 is as follows: Non Vested at September 30, 2015 $ 0.35 Awarded - Vested 0.35 Forfeited - Non Vested at June 30, 2016 $ - |
8% CONVERTIBLE NOTES (Tables)
8% CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | As a result of the conversion of notes we recorded other income of $ 0 142,964 0 192,128 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 June 30, 2016 $ - |
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 |
IMMATERIAL CORRECTION OF THE 24
IMMATERIAL CORRECTION OF THE JUNE 30, 2015 INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 |
Liabilities | |||
Total long-term liabilities | $ 1,275,868 | $ 1,176,824 | |
Total liabilities | 1,958,091 | 2,462,902 | |
Stockholders’ (deficit) equity | |||
Additional paid-in capital | 23,711,632 | 17,154,945 | |
Accumulated deficit | (19,897,711) | (15,722,220) | |
Total stockholders’ (deficit) equity | $ 3,944,945 | $ 1,540,117 | |
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) equity | |||
Additional paid-in capital | 8,566,193 | ||
Accumulated deficit | (14,624,760) | ||
Total stockholders’ (deficit) equity | (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) equity | |||
Additional paid-in capital | 5,721,957 | ||
Accumulated deficit | (622,860) | ||
Total stockholders’ (deficit) equity | 6,344,817 | ||
Restated [Member] | |||
Liabilities | |||
Derivative liabilities, net of current portion | 0 | ||
Total long-term liabilities | 1,146,560 | ||
Total liabilities | 3,038,449 | ||
Stockholders’ (deficit) equity | |||
Additional paid-in capital | 14,288,150 | ||
Accumulated deficit | (14,001,900) | ||
Total stockholders’ (deficit) equity | $ 279,406 |
IMMATERIAL CORRECTION OF THE 25
IMMATERIAL CORRECTION OF THE JUNE 30, 2015 INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
(Increase)/decrease to fair value of derivative | $ 0 | $ (302,524) | $ 192,128 | $ 3,546,924 |
Total other income (expense) | (33,104) | 565,844 | 91,419 | 2,636,785 |
Net loss | $ (1,765,781) | (772,385) | $ (4,175,491) | (1,227,206) |
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 | (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 | (622,860) | (622,860) | ||
Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
(Increase)/decrease to fair value of derivative | (302,524) | 3,546,924 | ||
Total other income (expense) | 565,844 | 2,636,785 | ||
Net loss | $ (772,385) | $ (1,227,206) |
IMMATERIAL CORRECTION OF THE 26
IMMATERIAL CORRECTION OF THE JUNE 30, 2015 INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (1,765,781) | $ (772,385) | $ (4,175,491) | $ (1,227,206) |
Decrease to fair value of derivative | $ 0 | (302,524) | $ 192,128 | 3,546,924 |
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) | ||
Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | (772,385) | (1,227,206) | ||
Decrease to fair value of derivative | $ (302,524) | $ 3,546,924 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | |
Option Shares Outstanding | ||
Outstanding, Beginning Balance | shares | 10,776,500 | |
Awarded | shares | 2,785,000 | |
Exercised | shares | (362,500) | |
Forfeited | shares | (426,040) | |
Outstanding, Ending Balance | shares | 12,772,960 | 10,776,500 |
Vested | shares | 10,829,562 | |
Vested and expected to vest | shares | 12,772,960 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning Balance | $ / shares | $ 0.3 | |
Awarded | $ / shares | 0.39 | |
Exercised | $ / shares | 0.19 | |
Forfeited | $ / shares | 0.36 | |
Outstanding, Ending Balance | $ / shares | 0.32 | $ 0.3 |
Vested | $ / shares | 0.31 | |
Vested and expected to vest | $ / shares | $ 0.32 | |
Weighted Average Remaining Contractual Term (years) | ||
Balance | 6 years 3 months 7 days | 0 years |
Awarded | 0 years | |
Exercised | 0 years | |
Forfeited | 0 years | |
Vested | 4 years 11 months 8 days | |
Vested and expected to vest | 6 years 3 months 7 days | |
Aggregate Intrinsic Value | ||
Outstanding, Beginning Balance | $ | $ 0 | |
Awarded | $ | 0 | |
Exercised | $ | 0 | |
Forfeited | $ | 0 | |
Outstanding, Ending Balance | $ | 5,429,881 | $ 0 |
Vested | $ | 4,084,799 | |
Vested and expected to vest | $ | $ 5,429,881 |
STOCK-BASED COMPENSATION (Det28
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | Oct. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | 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 arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 0.39 | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, minimum | 94.38% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, maximum | 119.44% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, minimum | 0.52% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, maximum | 2.40% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend rate | 0.00% | ||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,785,000 | ||||||
Research and Development Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | $ 60,000 | $ 122,000 | $ 228,000 | $ 397,000 | |||
General and Administrative Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | 289,000 | 128,000 | $ 480,000 | 463,000 | |||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 10 years | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 1 year | ||||||
Employees And Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | $ 349,000 | $ 708,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 11,214,212 | ||||||
Consultants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | $ 250,000 | $ 860,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,702,500 | ||||||
2013 Stock Incentive Plan | |||||||
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, number of shares available for grant | 2,278,777 | 2,278,777 | |||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, total | $ 753,047 | $ 753,047 | |||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 11 months 16 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 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 3 to 10 years | ||||||
2013 Stock Incentive Plan | 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 | $ 0.43 | ||||||
2013 Stock Incentive Plan | 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 | $ 0.38 | ||||||
Plan 2013 [Member] | 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 | 2,735,000 | 2,735,000 | |||||
Plan 2013 [Member] | Consultants | |||||||
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 | 50,000 | 50,000 |
RESTRICTED STOCK 2016 (Details)
RESTRICTED STOCK 2016 (Details) - Restricted Stock 2016 [Member] | 9 Months Ended |
Jun. 30, 2016shares | |
Non Vested, Beginning Balance | 0 |
Awarded | 2,000,000 |
Vested | 0 |
Forfeited | 0 |
Non Vested, Ending Balance | 2,000,000 |
RESTRICTED STOCK 2016 (Details
RESTRICTED STOCK 2016 (Details 1) - Restricted Stock 2016 [Member] | 9 Months Ended |
Jun. 30, 2016$ / shares | |
Non Vested, Beginning Balance | $ 0 |
Awarded | 0.39 |
Vested | 0 |
Forfeited | 0 |
Non Vested, Ending Balance | $ 0.39 |
RESTRICTED STOCK 2016 (Detail31
RESTRICTED STOCK 2016 (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 03, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Research and Development Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 60,000 | $ 122,000 | $ 228,000 | $ 397,000 | |
General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | 289,000 | $ 128,000 | $ 480,000 | $ 463,000 | |
Restricted Stock 2016 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,000,000 | ||||
Restricted Stock 2016 [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | ||||
Allocated Share-based Compensation Expense | 62,000 | $ 62,000 | |||
Restricted Stock 2016 [Member] | Restricted Stock [Member] | Research and Development Expense [Member] | |||||
Allocated Share-based Compensation Expense | 18,000 | 18,000 | |||
Restricted Stock 2016 [Member] | Restricted Stock [Member] | General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 44,000 | $ 44,000 |
RESTRICTED STOCK 2015 (Details)
RESTRICTED STOCK 2015 (Details) - 2015 Restricted Stock [Member] | 9 Months Ended |
Jun. 30, 2016shares | |
Non Vested, Beginning Balance | 150,000 |
Awarded | 0 |
Vested | (150,000) |
Forfeited | 0 |
Non Vested, Ending Balance | 0 |
RESTRICTED STOCK 2015 (Details
RESTRICTED STOCK 2015 (Details 1) - 2015 Restricted Stock [Member] | 9 Months Ended |
Jun. 30, 2016$ / shares | |
Non Vested, Beginning Balance | $ 0.35 |
Awarded | 0 |
Vested | 0.35 |
Forfeited | 0 |
Non Vested, Ending Balance | $ 0 |
RESTRICTED STOCK 2015 (Detail34
RESTRICTED STOCK 2015 (Details Textual) - USD ($) | Aug. 06, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 10,829,562 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,785,000 | ||||
General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 289,000 | $ 128,000 | $ 480,000 | $ 463,000 | |
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 | ||||
2015 Restricted Stock [Member] | Restricted Stock [Member] | General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 0 | $ 52,500 | |||
2015 Restricted Stock [Member] | September 4, 2015 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 | ||||
2015 Restricted Stock [Member] | October 2, 2015 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||||
2015 Restricted Stock [Member] | November 4, 2015 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 | ||||
2015 Restricted Stock [Member] | Chief Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 150,000 |
8% CONVERTIBLE NOTES (Details)
8% CONVERTIBLE NOTES (Details) - Fair Value, Inputs, Level 3 [Member] - Convertible Debt [Member] | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Derivative [Line Items] | |
Beginning balance at September 30, 2015 | $ 335,092 |
Conversion of Notes | (142,964) |
Adjustments to estimated fair value | (192,128) |
Ending balance at June 30, 2016 | $ 0 |
8% CONVERTIBLE NOTES (Details 1
8% CONVERTIBLE NOTES (Details 1) - Derivative Liability - $ / shares | 1 Months Ended | ||
Dec. 31, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | |
Derivative [Line Items] | |||
Stated interest rate | 8.00% | 8.00% | 8.00% |
Exercise price per share | $ 0.2 | $ 0.2 | $ 0.2 |
Expected volatility | 110.00% | 85.00% | 80.00% |
Risk-free interest rate | 0.16% | 0.14% | 0.07% |
Credit adjusted discount rate | 25.00% | 22.00% | 22.00% |
Remaining expected term of underlying securities (years) | 2 months 16 days | 4 months 17 days | 5 months 16 days |
8% CONVERTIBLE NOTES (Details T
8% CONVERTIBLE NOTES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Mar. 13, 2015 | |
8% Convertible Notes [Line Items] | ||||||
Debt Instrument, Face Amount | $ 0 | $ 0 | $ 605,000 | |||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 354,988 | 354,988 | ||||
Proceeds from Issuance of Debt | 395,012 | |||||
Interest Expense, Debt | 2,765 | $ 2,765 | 8,294 | $ 8,294 | ||
Convertible Notes Payable, Current | $ 0 | $ 0 | $ 473,747 | |||
Common Stock [Member] | ||||||
8% Convertible Notes [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 543,111 | 3,224,494 | ||||
Debt [Member] | ||||||
8% Convertible Notes [Line Items] | ||||||
Interest Expense, Debt | $ 29,101 | $ 131,252 | ||||
Convertible Notes Payable, Current | 0 | 0 | ||||
Subscription Agreement [Member] | ||||||
8% Convertible Notes [Line Items] | ||||||
Debt Instrument, Face Amount | $ 750,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Other Noncash Expense | 0 | 142,964 | ||||
Derivative, Gain on Derivative | 0 | 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 | 605,000 | 605,000 | ||||
Debt Instrument, Periodic Payment, Interest | 8,622 | 39,900 | ||||
Convertible Notes Payable [Member] | ||||||
8% Convertible Notes [Line Items] | ||||||
Debt Instrument, Annual Principal Payment | $ 100,000 | $ 100,000 |
NOTE PAYABLE (Details Textual)
NOTE PAYABLE (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2013 | |
Note Payable [Line Items] | ||||||
Interest Expense, Debt | $ 2,765 | $ 2,765 | $ 8,294 | $ 8,294 | ||
Debt instrument, unamortized discount | 975,118 | 975,118 | $ 966,824 | |||
Loans | ||||||
Note Payable [Line Items] | ||||||
Notes Payable | 944,707 | 944,707 | ||||
2014 Warrant | ||||||
Note Payable [Line Items] | ||||||
Notes Payable | 55,293 | $ 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 | $ 1,000,000 | $ 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 |
PRIVATE PLACEMENT FINANCING 239
PRIVATE PLACEMENT FINANCING 2014 (Details Textual) - USD ($) | Mar. 13, 2015 | Jun. 22, 2015 | Dec. 02, 2014 | Dec. 01, 2014 | Jan. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 |
Private Placement [Line Items] | |||||||||
Common Stock, Shares Issued | 133,024,279 | 133,024,279 | 107,592,205 | ||||||
Gains (Losses) on Extinguishment of Debt | $ 224,000 | ||||||||
Gain (Loss) On Warrant Derivative Modification | $ 624,016 | ||||||||
Debt Instrument, Face Amount | $ 0 | $ 0 | $ 605,000 | ||||||
Proceeds from Warrant Exercises | $ 2,057,648 | $ 1,251,000 | |||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | $ 3,263,753 | ||||||||
Subscription Agreement [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt Instrument, Face Amount | $ 750,000 | ||||||||
2014 Private Placement [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Stock issued during period, shares, new issues | 11,400,000 | ||||||||
Share price | $ 0.25 | ||||||||
Common Stock Issuance Upon Exercise Of Warrants | 34,200,000 | ||||||||
Proceeds from issuance of common stock | $ 2,850,000 | ||||||||
Series A Warrants | |||||||||
Private Placement [Line Items] | |||||||||
Common Stock Issuance Upon Exercise Of Warrants | 1,279,688 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | |||||||
Reduction In Exercise Price Of Warrants | $ 0.20 | ||||||||
Additional Warrants Issued | 5,700,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,900,000 | 2,900,000 | |||||||
Proceeds from Warrant Exercises | $ 580,000 | ||||||||
Class Of Warrant Or Right, Number Of Warrants Exercised on Cashless Basis | 2,450,000 | ||||||||
Series A Warrants | Minimum [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Outstanding | 11,400,000 | ||||||||
Series A Warrants | Maximum [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Outstanding | 17,100,000 | ||||||||
Series B Warrants | |||||||||
Private Placement [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 800,000 | $ 800,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | $ 0.35 | |||||||
Common Stock, Shares Issued | 4,000,000 | 4,000,000 | |||||||
Gain On Warrant Derivative Modification | $ 1,300,170 | ||||||||
Series B Warrants | Minimum [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | ||||||||
Series B Warrants | Maximum [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.35 | ||||||||
Series B Warrants | After Issuance | |||||||||
Private Placement [Line Items] | |||||||||
Exercise Term Of Warrants | 12 months | ||||||||
Series C Warrants | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | $ 0.40 | |||||||
Percentage Of Exercisability Of Warrants | 4.90% | ||||||||
Exercise Term Of Warrants | 18 months | ||||||||
Exercises of Warrants | $ 640,000 | $ 680,000 | |||||||
Class of Warrant or Right, Outstanding | 11,400,000 | 11,400,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,255,000 | ||||||||
Proceeds from Warrant Exercises | $ 451,000 | ||||||||
Class Of Warrant Or Right Number Of Warrants Exercised | 3,200,000 | 3,400,000 | |||||||
Series C Warrants | Minimum [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.20 | ||||||||
Series C Warrants | Maximum [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | ||||||||
2014 Warrant | 2014 Private Placement [Member] | |||||||||
Private Placement [Line Items] | |||||||||
Stock issued during period, shares, new issues | 570,000 |
PRIVATE PLACEMENT FINANCING 240
PRIVATE PLACEMENT FINANCING 2015 (Details Textual) - USD ($) | Jul. 02, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Private Placement [Line Items] | |||||
Proceeds from Warrant Exercises | $ 2,057,648 | $ 1,251,000 | |||
2015 Investors [Member] | |||||
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 | |||
Series D Warrants [Member] | |||||
Private Placement [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,190,591 | ||||
Proceeds from Warrant Exercises | $ 797,648 | ||||
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 | ||||
Proceeds from Issuance of Common Stock | $ 3,100,000 | ||||
2015 Private Placement [Member] | Series D Warrants [Member] | |||||
Private Placement [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 |
PRIVATE PLACEMENT FINANCING 241
PRIVATE PLACEMENT FINANCING 2016 (Details Textual) - USD ($) | May 26, 2016 | May 31, 2016 | Jun. 30, 2016 |
Registration Rights Agreement [Member] | |||
Private Placement [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 16,482,082 | ||
Investor's Subscription Agreement [Member] | |||
Private Placement [Line Items] | |||
Percentage of shares Purchased by Investors | 75.00% | ||
Series E Warrant [Member] | |||
Private Placement [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 7,063,748 | ||
Terms Of Warrants | (i) at any time during the term of the Series E Warrants, we may reduce the then-current exercise price to any amount and for any period of time deemed appropriate by our Board of Directors (the Board); and (ii) certain of the Series E Warrants provide that they shall not be exercisable in the event and to the extent that the exercise thereof would result in the holder of the Series E Warrant, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holders, would be deemed to beneficially own more than 4.99% of the Common Stock; provided, however, the holder, upon notice to us, may increase or decrease the ownership limitation, provided that any increase is limited to a maximum of 9.99% of the Companys Common Stock, and any increase in the ownership limitation will not become effective until the 61st day after delivery of such notice. | ||
Private Placement 2016 [Member] | |||
Private Placement [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 9,418,334 | 9,418,334 | |
Share Price | $ 0.36 | ||
Proceeds from Issuance of Common Stock | $ 3,390,600 | ||
Private Placement 2016 [Member] | Maxim Group LLC [Member] | |||
Private Placement [Line Items] | |||
Underwriting Fees, Percentage | 8.20% | ||
Proceeds from Issuance of Common Stock | $ 2,084,000 | ||
Payments of Stock Issuance Costs | $ 170,888 | ||
Private Placement 2016 [Member] | Series E Warrant [Member] | |||
Private Placement [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 0.75 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.4380 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] - Series A Warrants [Member] | 1 Months Ended |
Jul. 27, 2016USD ($)$ / sharesshares | |
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |
Proceeds from Issuance of Common Stock | $ | $ 40,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 |
Common Stock Issuance Upon Exercise Of Warrants | shares | 200,000 |
Common Stock [Member] | |
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | |
Proceeds from Issuance of Common Stock | $ | $ 983,069 |
Common Stock Issuance Upon Exercise Of Warrants | shares | 1,375,000 |