| Stockholders' Equity | Note 8. StockholdersÂ’
Equity. Preferred Stock The Company
is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001. Shares of Company preferred
stock may be issued from time to time in one or more series and/or classes, each of which will have such distinctive designation
or title as shall be determined by the CompanyÂ’s board of directors prior to the issuance of any shares of such series or
class. The Company preferred stock will have such voting powers, full or limited or no voting powers and such preferences and
relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall
be stated in such resolution or resolutions providing for the issue of such series or class of Company preferred stock as may
be adopted from time to time by the CompanyÂ’s board of directors prior to the issuance of any shares thereof. No shares
of Company preferred stock are currently issued or outstanding and the CompanyÂ’s board of directors has not designated any
class or series of Company preferred stock for use in the future. Common Stock Authorized, Issued and Outstanding The Company
is authorized to issue 300,000,000 shares of common stock, each with a par value of $0.0001, of which 86,836,370 shares were issued
and outstanding at December 31, 2015 and 71,400,000 shares were issued and 68,000,000 shares were outstanding at December 31,
2014. Included in the shares issued and outstanding at December 31, 2015 are 3,500,000 shares that are in escrow, subject to cancellation,
as discussed further below. The 3,400,000 shares issued but not outstanding at December 31, 2014 were held in escrow to secure
certain obligations of Tyme to the holder of the Bridge Note. Prior to the
Merger, the Company conducted a 4.3334-for-1 forward stock split. The Merger resulted in the Company issuing a total of 68,000,000
shares of Company common stock to the Pre-Merger Tyme stockholders and 12,274,000 shares to the Tyme Tech stockholders as of the
date of the Merger. As a result of the Merger and its accounting treatment as a reverse acquisition, stockholdersÂ’ equity
(deficit) has been presented to reflect such stock split and stock issuances as of the earliest period presented in these consolidated
financial statements. (See Note 1. Nature of Business and Basis of Presentation - Reverse Triangular Merger.) Voting Each holder
of Company common stock is entitled to one vote for each share thereof held by such holder at all meetings of stockholders (and
written action in lieu of meetings). The number of authorized shares of Company common stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote of the holders of majority of the combined number
of issued and outstanding shares of the Company. Dividends Dividends may
be declared and paid on the Company common stock from funds lawfully available therefore, as and when determined by the board
of directors. Liquidation In the event
of the liquidation, dissolution, or winding-up of the Company, holders of Company common stock will be entitled to receive all
assets of the Company available for distribution to its stockholders. Subscription Receivable Contemporaneous
with the closing of the Merger, the Company completed a private placement of 2,716,000 shares of Company common stock for gross
proceeds of $6,765,000 of which $4,265,000 was paid in cash. The remaining subscription price was paid by the delivery of a three-month
promissory note in the principal amount of $2,500,000 (the “PPO Subscription Note”). (See Note 1. Nature of Business
and Basis of Presentation - Reverse Triangular Merger.) On June 5, 2015, in accordance with the First Omnibus Amendment,
the Company received $1,250,000, representing one-half of the principal amount of the PPO Subscription Note, and the maturity
date of the PPO Subscription Agreement was extended to July 6, 2015. The First Omnibus Amendment, among other matters, also made
corresponding adjustments to the Subscription Note Escrow Agreement and authorized the release of 2,500,000 of the 5,000,000 shares
of Company common stock initially placed into escrow under such agreement. Effective as of July 23, 2015 and pursuant
to a Second Omnibus Amendment (the “Second Omnibus Amendment”), the maturity date of the PPO Subscription Note was further
extended to the fifth business day following the date on which the Company notifies the maker of the PPO Subscription Note that
the Company had filed with the United States Food and Drug Administration (the “FDA”) an Investigational New Drug Application
(an “IND”) for the Company’s SM-88 drug candidate. Such IND was received by the FDA on September 21, 2015, and
notice of such was given on September 25, 2015. The Company received the balance of the PPO Subscription Note on October
16, 2015 and the remaining 2,500,000 shares were released from escrow. Escrow shares Pursuant to
the Merger Agreement, the Company would have been required to issue 1,333,333 shares of Company common stock to the Pre-Merger
Company stockholders in the event that the Company conducts an offering of at least $20,000,000 at a pre-money Company valuation
between $200,000,000 and $400,000,000 with such offering proceeds placed in escrow on or before the date which was five months
following the consummation of the Merger. As this offering did not occur, these 1,333,333 shares were not issued. The Merger Agreement
further provided that, if the pre-money valuation on which the raised funds were placed into escrow was less than $200,000,000,
or if no money was raised within such five month period, up to 3,500,000 shares of Company common stock were required to be surrendered
for cancellation. Such 3,500,000 shares were placed into escrow pursuant to an Adjustment Shares Escrow Agreement entered into
at the time of Merger Closing (the “Adjustment Shares Escrow Agreement”). The date on which the offering funds were
required to be placed into escrow was extended under the terms of the Second Omnibus Amendment to November 5, 2015. No offering
was consummated, nor were any offering funds placed into escrow. On November 10, 2015, the Company advised the escrow agent of
such facts and demanded the surrender for cancellation of the 3,500,000 shares placed into escrow under the Adjustment Shares
Escrow Agreement. Under the Adjustment Shares Escrow Agreement, the depositor of such escrowed shares had until November 18, 2015
to challenge the CompanyÂ’s demand for surrender of the Escrowed Shares. On November 17, 2015, the Company received notice
from the depositor of such 3,500,000 shares disputing the grounds for the surrender for cancellation of those shares. Until resolved,
by court order or otherwise, the 3,500,000 shares shall remain in escrow. On December 2, 2015, the Company filed a complaint against
the depositor with the Supreme Court of New York, seeking, among other things, a declaratory judgment directing the depositor
to deliver to the Company the 3,500,000 Adjustment Shares for cancellation. Registration Rights Agreement In connection
with the PPO, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with
the purchaser in the PPO and the holder of the Bridge Note, pursuant to which the Company agreed to promptly, but no later than
90 days following the maturity date of the PPO Note (such maturity date initially being 90 calendar days after the closing of
the PPO), file a registration statement with the SEC (the “Registration Statement”) covering (a) all of the PPO Shares
issued in the PPO, (b) the Bridge Note Conversion Shares issued upon conversion of the Bridge Note, (c) the Lower Price Shares,
if any, and (d) any shares of the Company common stock issued or issuable with respect to the PPO Shares, Conversion Shares and
Lower Price Shares upon any stock split, dividend or other distribution, recapitalization or similar event. The Merger Agreement
provided that the Registration Statement may also cover 9% of the total number of shares issued to the former stockholders of
Tyme in connection with the Merger. The required filing date of the Registration Statement to avoid the imposition of liquidated
damages was extended by an additional 31 days pursuant to the First Omnibus Amendment. The Registration
Rights Agreement was further modified by the Second Omnibus Amendment to the effect of (x) the holder of all of the PPO/Bridge
Note Conversion Registrable Shares agreeing to irrevocable waive any right to damages for the late filing and/or effectiveness
of the registration statement contemplated by the Registration Rights Agreement and (y) the total number of shares that can be
registered by the former Tyme stockholders was increased to 15% of the total number of shares issued to them in connection with
the Merger. Securities Purchase Agreement On December
23, 2015, pursuant to a Securities Purchase Agreement, dated as of December 18, 2015, for the aggregate consideration of $3,000,000,
before deducting offering costs of $34,000, the Company sold and issued in a private placement an aggregate of: (i) 750,000 shares
of the CompanyÂ’s common stock, par value $0.0001 per share, and (ii) 446,500 common stock purchase warrants. Each
Warrant entitles its holder to purchase one share of common stock at an initial exercise price of $5.00 at any time during the
period commencing on December 23, 2015 and terminating on the tenth anniversary of such date. No registration rights were
granted to the purchasers of these shares or warrants. The warrants are included within additional paid-in capital on the statement
of stockholdersÂ’ equity and will not be subject to remeasurement. Securities Issued for Services On March 5,
2015, as a condition of the Merger Agreement, pursuant to a Consulting Agreement, the Company issued 250,000 fully vested, non-forfeitable
shares to an Investor Relations firm for services provided in conjunction with the merger. The value of these shares was $625,000,
based on the price of the shares issued as part of the Merger. No registration rights were granted related to these shares. On December
21, 2015, pursuant to a Securities Acquisition Agreement, dated as of December 18, 2015, the Company issued to a law firm, in
satisfaction of $200,000 of payables due such law firm, an aggregate of (i) 50,000 shares of the CompanyÂ’s common stock,
par value $0.0001 per share, and (ii) 29,767 Warrants. Each Warrant entitles its holder to purchase one share of common stock
at an initial exercise price of $5.00 at any time during the period commencing on December 18, 2015 and terminating on the tenth
anniversary of such date. No registration rights were granted related to these shares or warrants. The warrants are included within
additional paid-in capital on the statement of stockholdersÂ’ equity and will not be subject to remeasurement. |
