Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2018 | Jun. 06, 2018 | Sep. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TYME | ||
Entity Registrant Name | TYME TECHNOLOGIES, INC. | ||
Entity Central Index Key | 1,537,917 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 101,226,479 | ||
Entity Public Float | $ 127.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 28,975,822 | $ 10,482,977 |
Prepaid and other assets | 2,038,780 | 228,362 |
Total current assets | 31,014,602 | 10,711,339 |
Property and equipment, net | 3,239 | 7,535 |
Total assets | 31,017,841 | 10,718,874 |
Current liabilities | ||
Accounts payable and other current liabilities (including $384,000 and $1,303,000 of related party accounts payable, respectively) | 2,817,090 | 2,948,468 |
Accrued bonuses | 1,248,690 | |
Insurance note payable | 480,094 | |
Derivative liability | 0 | 378,600 |
Total current liabilities | 4,545,874 | 3,327,068 |
Total liabilities | 4,545,874 | 3,327,068 |
Commitments and contingencies (See Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 101,226,479 issued and outstanding at March 31, 2018, and 300,000,000 authorized, 91,692,641 issued and 88,192,641 outstanding at March 31, 2017 | 10,125 | 9,172 |
Common stock, $0.0001 par value, 58,823 shares subscribed at March 31, 2017 | 6 | |
Additional paid in capital | 79,293,423 | 41,419,714 |
Subscription receivable | (174,998) | |
Accumulated deficit | (52,831,581) | (33,862,088) |
Total stockholders' equity | 26,471,967 | 7,391,806 |
Total liabilities and stockholders' equity | $ 31,017,841 | $ 10,718,874 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 101,226,479 | 91,692,641 |
Common stock, outstanding | 101,226,479 | 88,192,641 |
Common stock, subscribed | 58,823 | |
Drinker, Biddle & Reath LLP ("DBR") [Member] | ||
Related party accounts payable | $ 384,000 | $ 1,303,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Operating expenses: | |||||||||||||||
Research and development | $ 2,437,392 | $ 2,585,991 | $ 2,551,920 | $ 1,264,358 | $ 1,649,898 | $ 1,745,681 | $ 1,130,468 | $ 1,585,540 | $ 808,472 | $ 1,161,563 | $ 1,357,394 | $ 790,692 | $ 8,839,661 | $ 6,111,587 | $ 3,823,966 |
General and administrative (including $1,619,000, $1,477,000, $111,000 and $0 of related party legal expenses, respectively) | 2,875,741 | 2,975,274 | 2,744,998 | 1,924,204 | 1,433,669 | 1,245,268 | 1,990,471 | 4,425,786 | 1,942,655 | 1,273,470 | 958,922 | 959,594 | 10,520,217 | 9,095,194 | 4,775,806 |
Total operating expenses | 5,313,133 | 5,561,265 | 5,296,918 | 3,188,562 | 3,083,567 | 2,990,949 | 3,120,939 | 6,011,326 | 2,751,127 | 2,435,033 | 2,316,316 | 1,750,286 | 19,359,878 | 15,206,781 | 8,599,772 |
Loss from operations | (5,313,133) | (5,561,265) | (5,296,918) | (3,188,562) | (3,083,567) | (2,990,949) | (3,120,939) | (6,011,326) | (2,751,127) | (2,435,033) | (2,316,316) | (1,750,286) | (19,359,878) | (15,206,781) | (8,599,772) |
Interest expense | 0 | 0 | 0 | 0 | 3,503,301 | ||||||||||
Other income | (74,761) | (315,624) | (376,255) | (390,385) | (376,255) | ||||||||||
Loss before income taxes | (5,313,133) | (5,561,265) | (5,222,157) | (2,872,938) | (3,083,567) | (2,990,949) | (3,120,939) | (6,011,326) | (2,751,127) | (2,058,778) | (2,316,316) | (1,750,286) | (18,969,493) | (15,206,781) | (11,726,818) |
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | $ (5,313,133) | $ (5,561,265) | $ (5,222,157) | $ (2,872,938) | $ (3,083,567) | $ (2,990,949) | $ (3,120,939) | $ (6,011,326) | $ (2,751,127) | $ (2,058,778) | $ (2,316,316) | $ (1,750,286) | $ (18,969,493) | $ (15,206,781) | $ (11,726,818) |
Basic and diluted loss per common share (in dollars per share) | $ (0.06) | $ (0.06) | $ (0.06) | $ (0.03) | $ (0.04) | $ (0.04) | $ (0.04) | $ (0.07) | $ (0.03) | $ (0.03) | $ (0.03) | $ (0.02) | $ (0.21) | $ (0.18) | $ (0.15) |
Basic and diluted weighted average shares outstanding (in shares) | 93,829,568 | 89,929,161 | 89,321,067 | 89,258,377 | 85,089,905 | 84,517,074 | 84,177,838 | 84,119,728 | 83,796,260 | 82,189,523 | 86,013,196 | 86,007,313 | 90,567,476 | 84,454,587 | 77,848,850 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||
Related party legal expenses | $ 111,000 | $ 1,619,000 | $ 1,477,000 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Common Stock Subscribed [Member] | Additional Paid-in capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Due from Stockholders/Members [Member] |
Balance, at beginning at Jan. 01, 2015 | $ (2,473,316) | $ 6,800 | $ 2,053,012 | $ (4,177,362) | $ (355,766) | ||
Balance, at beginning (in shares) at Jan. 01, 2015 | 68,000,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repayment of stockholder loans | 355,766 | $ 355,766 | |||||
Common stock issued as part of the Merger | $ 1,272 | (1,272) | |||||
Common stock issued as part of the Merger (in shares) | 12,724,000 | ||||||
Issuance of common stock and warrants for services | 825,000 | $ 30 | 824,970 | ||||
Issuance of common stock and warrants for services (in shares) | 300,000 | ||||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense | 7,230,950 | $ 247 | 7,230,703 | ||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense (in shares) | 2,466,000 | ||||||
Issuance of common stock in private placement offering in exchange for stock subscription receivable | $ 100 | 2,499,900 | $ (2,500,000) | ||||
Issuance of common stock and warrants, net of associated expense (in shares) | 1,000,000 | ||||||
Issuance of common stock upon conversion of Bridge Note and accrued interest | 2,404,474 | $ 231 | 2,404,243 | ||||
Issuance of common stock upon conversion of Bridge Note and accrued interest (in shares) | 2,310,000 | ||||||
Incremental value of the modification to Bridge Note conversion rate as an inducement to convert | 3,465,000 | 3,465,000 | |||||
Stock based compensation | 325,000 | $ 5 | 324,995 | ||||
Stock based compensation (in shares) | 36,370 | ||||||
Fair value of price protection feature associated with shares issued under the PPO and Bridge Note conversion | (376,300) | (376,300) | |||||
Amortization of employee stock options | 485,859 | 485,859 | |||||
Proceeds from collection of stock subscription receivable | 2,500,000 | 2,500,000 | |||||
Net loss | (11,726,818) | (11,726,818) | |||||
Balance, at end at Dec. 31, 2015 | 3,015,615 | $ 8,685 | 18,911,110 | (15,904,180) | |||
Balance, at end (in shares) at Dec. 31, 2015 | 86,836,370 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense | 3,032,282 | $ 78 | 3,032,204 | ||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense (in shares) | 775,000 | ||||||
Stock based compensation | 1,137,435 | 1,137,435 | |||||
Net loss | (2,751,127) | (2,751,127) | |||||
Balance, at end at Mar. 31, 2016 | 4,434,205 | $ 8,763 | 23,080,749 | (18,655,307) | |||
Balance, at end (in shares) at Mar. 31, 2016 | 87,611,370 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense | 9,000,890 | $ 353 | 9,000,537 | ||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense (in shares) | 3,529,797 | ||||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense | 1,470,005 | $ 45 | 1,469,960 | ||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense (in shares) | 452,314 | ||||||
Issuance of common stock in private placement offering in exchange for stock subscription receivable | $ 1 | 24,998 | (24,999) | ||||
Issuance of common stock and warrants, net of associated expense (in shares) | 7,692 | ||||||
Stock Subscription Receivable Private placement of $9.2M | $ 6 | 149,993 | (149,999) | ||||
Stock Subscription Receivable Private placement of $9.2M (in shares) | 58,823 | ||||||
Stock based compensation | 7,721,837 | 7,721,837 | |||||
Derivative liability | (378,600) | (378,600) | |||||
Issuance of common stock for services | 250,250 | $ 8 | 250,242 | ||||
Issuance of common stock for services (in shares) | 75,000 | ||||||
Issuance of stock to Scientific Advisory Board members | 100,000 | $ 2 | 99,998 | ||||
Issuance of stock to Scientific Advisory Board members (in shares) | 16,468 | ||||||
Net loss | (15,206,781) | (15,206,781) | |||||
Balance, at end at Mar. 31, 2017 | $ 7,391,806 | $ 9,172 | $ 6 | 41,419,714 | (174,998) | (33,862,088) | |
Balance, at end (in shares) at Mar. 31, 2017 | 88,192,641 | 91,692,641 | 58,823 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense | $ 2,597,100 | $ 107 | 2,596,993 | ||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense (in shares) | 1,069,603 | ||||||
Issuance of common stock from at-the-market financing facility, net of issuance costs | 5,824,017 | $ 154 | 5,823,863 | ||||
Issuance of common stock from at-the-market financing facility, net of issuance costs (in shares) | 1,543,364 | ||||||
Issuance of common stock in public offering for cash, net of associated expenses | 21,740,460 | $ 1,035 | 21,739,425 | ||||
Issuance of common stock in public offering for cash, net of associated expenses (in shares) | 10,350,000 | ||||||
Stock based compensation | 7,689,334 | 7,689,334 | |||||
Proceeds from collection of stock subscription receivable | 174,998 | $ 6 | $ (6) | $ 174,998 | |||
Proceeds from collection of stock subscription receivable (in shares) | 58,823 | (58,823) | |||||
Issuance of common stock upon exercise of options and warrants | 35,530 | $ 1 | 35,529 | ||||
Issuance of common stock upon exercise of options and warrants (in shares) | 12,048 | ||||||
Derivative liability | (11,785) | (11,785) | |||||
Retirement and cancellation of shares of common stock (amount) | $ (350) | 350 | |||||
Retirement and cancellation of shares of common stock (in shares) | (3,500,000) | ||||||
Net loss | (18,969,493) | (18,969,493) | |||||
Balance, at end at Mar. 31, 2018 | $ 26,471,967 | $ 10,125 | $ 79,293,423 | $ (52,831,581) | |||
Balance, at end (in shares) at Mar. 31, 2018 | 101,226,479 | 101,226,479 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Mar. 31, 2018USD ($) | |
Private Placement Offering [Member] | |
Offering expense | $ 130,300 |
ATM Financing Facility [Member] | |
Offering expense | 327,939 |
Public Offering [Member] | |
Offering expense | $ 1,547,972 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,751,127) | $ (18,969,493) | $ (15,206,781) | $ (11,726,818) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 1,062 | 4,296 | 4,281 | 4,292 |
Issuance of common stock for services | 350,250 | 825,000 | ||
Stock-based compensation and stock issued to Scientific Advisory Board members | 325,000 | |||
Amortization of employees, directors and consultants stock options | 1,137,435 | 7,689,334 | 7,721,837 | 485,859 |
Inducement for conversion of Bridge Note to common shares | 3,465,000 | |||
Gain on remeasurement of derivative liability | (390,385) | (376,300) | ||
Changes in operating assets and liabilities: | ||||
Prepaid and other assets | 36,786 | (1,330,324) | (2,264) | 109,421 |
Accounts payable and other current liabilities | 202,587 | (131,378) | 1,271,550 | 278,390 |
Accrued bonuses | 1,248,690 | |||
Net cash used in operating activities | (1,373,257) | (11,879,260) | (5,861,127) | (6,610,156) |
Cash flows from financing activities: | ||||
Insurance note payments | (232,100) | |||
Repayment from stockholders/members | 355,766 | |||
Proceeds from Bridge Note | 960,000 | |||
Proceeds from private placement offering of common stock and warrants, net of issuance costs | 3,032,282 | 2,597,100 | 10,470,895 | 7,230,950 |
Issuance of common stock from at-the-market financing facility | 5,824,017 | |||
Proceeds from the collection of stock subscription receivable | 174,998 | 2,500,000 | ||
Proceeds from public offering, net of issuance of costs | 21,740,460 | |||
Proceeds from exercise of stock options | 35,530 | |||
Net cash provided by financing activities | 3,032,282 | 30,372,105 | 10,238,795 | 11,046,716 |
Net increase in cash | 1,659,025 | 18,492,845 | 4,377,668 | 4,436,560 |
Cash and cash equivalents - beginning of period | 4,446,284 | 10,482,977 | 6,105,309 | 9,724 |
Cash and cash equivalents - end of period | 6,105,309 | 28,975,822 | 10,482,977 | 4,446,284 |
Cash paid for interest and income taxes are as follows: | ||||
Interest | 0 | 0 | 0 | 0 |
Income taxes | 675 | |||
Noncash investing and financing activities: | ||||
Financing of insurance premiums | $ 232,100 | 480,094 | ||
Conversion of the Bridge Note and all accrued interest into shares of common stock | 2,404,474 | |||
Subscribed and subscription receivable shares in conjunction with private placement offering | 174,998 | 2,500,000 | ||
Inducement for conversion of Bridge Note to common shares | 3,465,000 | |||
Derivative liability associated with the price protection feature of shares of common stock issued | 11,785 | $ 378,600 | $ 376,300 | |
Retirement and cancellation of shares of common stock | $ 350 |
Nature of Business
Nature of Business | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Tyme Technologies, Inc. (“ Tyme Tech Tyme Luminant Company The Company is a clinical-stage biotechnology company developing novel cancer therapeutics that are intended to be effective across many tumor types while also maintaining low toxicity. Tyme’s operations to date have been directed primarily toward research and development activities for human oncologic product candidates. The Company has completed an ongoing IND-enabled SM-88 SM-88, The accompanying condensed consolidated financial statements include the results of operations of Tyme Tech and its wholly owned subsidiaries. Tyme Tech was incorporated in the State of Florida on November 22, 2011, and, effective as of September 18, 2014, the Company (then constituting a Florida corporation with the name Global Group Enterprises Corp.) reincorporated in the State of Delaware by merging into its wholly-owned Delaware subsidiary, Tyme Technologies, Inc., which was formed on August 22, 2014 specifically for this purpose (the “ Reincorporation On March 5, 2015, Tyme Tech consummated a reverse triangular merger with Tyme (the “ Merger Reverse Triangular Merger On March 5, 2015, Tyme Tech consummated a reverse triangular merger whereby a newly formed subsidiary formed specifically for the transaction merged with and into Tyme. The Merger resulted in Tyme becoming a wholly-owned subsidiary of Tyme Tech and the stockholders of Tyme as of immediately prior to the effective date of the Merger (the “ Pre-Merger Pre-Merger The Merger Agreement contained representations and warranties and pre- Pre-Merger Indemnity Shares two-year Pre-Merger pro rata Contemporaneous with the closing of the Merger, among other matters, the Company completed a private placement offering (the “ PPO PPO Shares PPO Note Bridge Note Bridge Note Shares Pre-Merger Subscription Note Escrow Agreement First Omnibus Amendment Second Omnibus Amendment SM-88 The Company granted Mr. Hoffman perpetual, exclusive non-royalty SM-88 The Merger established a public forum for the Company. Subject to executing on the Company’s goals, management envisages that the public forum may help the Company secure necessary future funding in the public markets as the Company further develops its business as a clinical-stage biopharmaceutical enterprise focused on the development and commercialization of highly targeted cancer therapeutics for humans with a broad range of oncology indications. The transaction costs associated with the Merger relate to professional fees incurred in respect of legal, investor relations, accounting and audit. All such transaction costs total approximately $1,000,000 and are included in general and administrative expense for the year ended December 31, 2015. For accounting purposes, the acquisition of Tyme by Tyme Tech was considered a reverse acquisition, an acquisition transaction where the acquired company, Tyme, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction was treated as a purchase by Tyme rather than a purchase by Tyme Tech was that Tyme Tech was a public reporting shell company with limited operations and Tyme’s stockholders gained majority control of the outstanding voting power of the Company’s equity securities through their collective ownership of a majority of the outstanding shares of Company common stock. Consequently, reverse acquisition accounting has been applied to the transaction. Liquidity The consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has historically funded its operations primarily through equity offerings. During fiscal year 2018, the Company raised gross proceeds of approximately $32.1 million through the issuance of its common stock. Most recently in March 2018, we raised aggregate gross proceeds of $23.3 million before underwriting discounts and commissions and expenses of the offering through an underwritten public offering. Previously on November 2, 2017, the Company entered into an equity distribution agreement (“ Equity Distribution Agreement Canaccord at-the-market ATM Financing Facility For the year ended March 31, 2018, the Company had negative cash flow from operations of $11.9 million and net loss of $19.0 million, which included $7.3 million of non-cash non-cash Management has concluded that substantial doubt does not exist regarding the Company’s ability to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial statements. This conclusion is based on the Company’s assessment of qualitative and quantitative conditions and events, considered in aggregate as of the date of issuance of these financial statements that are known and reasonably knowable. Among other relevant conditions and events, the Company has considered its operational plans, liquidity sources, obligations due or expected, funds necessary to maintain the Company’s operations, and potential adverse conditions or events as of the issuance date of these financial statements. The Company has developed an operational plan that manages expenses and delays initiation of certain operational initiatives to focus on core programs if appropriate funding is not available. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ASC ASU Significant Accounting Policies Principles of Consolidation The Company’s consolidated financial statements include the accounts of Tyme Tech and its subsidiaries, Tyme and Luminant. All intercompany transactions and balances have been eliminated in consolidation. Risks and Uncertainties The Company is subject to those risks associated with any specialty pharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants, as well as third party contractors. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant items subject to such estimation include the fair value of the Company underlying the conversion feature of the senior secured bridge notes, derivative value associated with the price protection feature of shares of Company common stock issued in connection with the PPO and Bridge Note conversion and stock-based compensation. Actual results could differ from such estimates. Cash and Cash Equivalents The Company considers all highly-liquid investments that have maturities of three months or less when acquired to be cash equivalents. The Company’s cash and cash equivalents consisted of $28,975,822 at March 31, 2018 and $10,482,977 at March 31, 2017. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash. Cash is deposited with major banks and, at times, such balances with any one financial institution may be in excess of FDIC insurance limits. The Company exceeded the FDIC limit of $250,000 by $28,725,822 at March 31, 2018 and $10,232,977 at March 31, 2017. Although the Company has exceeded the federally insured limit, it has not incurred losses related to these deposits. Management monitors the Company’s accounts with these institutions to minimize credit risk. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash, accounts payable and other current liabilities approximates fair value given their short-term nature. The fair value of the derivative liability is discussed below. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value should be based on the assumptions that market participants would use when pricing an asset or liability and is based on a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets (observable inputs) and the lowest priority to the Company’s assumptions (unobservable inputs). Fair value measurements should be disclosed separately by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with established fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data are based primarily upon estimates, and often are calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as assets held for sale and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no assets or liabilities classified as Level 1, Level 2, or Level 3 for the year ended March 31, 2018. The Company had no assets or liabilities classified as Level 1 or Level 2 for the year ended March 31, 2017, the three months ended March 31, 2016 and the year ended December 31, 2015 and there were no material re-measurements Assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and 2017 are summarized below: Level 1 Level 2 Level 3 Total March 31, 2018 Liabilities: Derivative liability – anti-dilution feature $ — $ — $ — $ — Total $ — $ — $ — $ — Level 1 Level 2 Level 3 Total March 31, 2017 Liabilities: Derivative liability – anti-dilution feature $ — $ — $ 378,600 $ 378,600 Total $ — $ — $ 378,600 $ 378,600 The change in the fair value of the derivative liability for the year ended March 31, 2017 was de minimis. The changes in the fair value of the derivative liabilities for the year ended March 31, 2018 are as follows: Fair value at March 31, 2017 $ 378,600 Fair value of liability-classified anti-dilution feature 11,785 Change in fair value of derivative liability (390,385 ) Fair value at March 31, 2018 $ — The fair value of the derivative liability as of March 31, 2017 was estimated using a Monte Carlo simulation model using the following assumptions: Volatility 70% Risk-Free Interest Rate 0.83% Expected Term in Years 4.7 months Dividend Rate 0.00% Fair Value of Common Stock Share $1.78 The fair value of the derivative liability was written down to zero as of December 31, 2017 because the anti-dilution provision of the March 2017 Private Placement expired on September 10, 2017 and the anti-dilution provision of the April 2017 Private Placement expired on October 7, 2017, in each case with no shares issued pursuant to such provisions. Prepaid and Other Assets Prepaid and other assets represent expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time. Prepaid and other assets consisted of $1.4 million of prepaid R&D and $480,000 of prepaid insurance as of March 31, 2018. Prepaid and other assets as of March 31, 2017 consisted primarily of prepaid insurance. Property and Equipment, Net Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives. The Company estimates a life of five to seven years for equipment and furniture and fixtures. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in results of operations. Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, which include fixed assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the years ended March 31, 2018 and 2017, the three months ended March 31, 2016 and the year ended December 31, 2015, the Company determined that there were no triggering events requiring an impairment analysis. Research and Development Research and development costs are expensed as incurred and are primarily comprised of, but not limited to, external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“ CROs CMOs Income Taxes Income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States, for Federal and various State jurisdictions. Significant judgments and estimates are required in the determination of the income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when, after consideration of available positive and negative evidence that it is not more likely than not that the benefit from deferred tax assets will be realizable. In recognition of this risk, we have provided a full valuation allowance against the net deferred tax assets. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various jurisdictions. ASC 740 “Income Taxes” states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. When and if the Company were to recognize interest and penalties related to unrecognized tax benefits, they would be reported in tax expense. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views their operations and manages their business in one segment. Derivative Liabilities Accounting standards require presentation of derivative liabilities at fair value. Derivative liabilities are adjusted to reflect fair value at the end of each reporting period, with any change in the fair value being recorded in results of operations as a component of other income or expense. Basic and Diluted Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “Earning per Share.” Basic net loss per share is computed by dividing net loss attributable to the Company by the weighted average number of shares of Company common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period. During the periods presented, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive as the Company incurred losses for the periods then ended. Stock-based Compensation The Company follows the authoritative guidance for accounting for stock-based compensation in ASC 718, Compensation-Stock Compensation. The guidance requires that stock-based payment transactions be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over the vesting period as services are being provided. (See Note 10, Equity Incentive Plan.) The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. For awards subject to time-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. The Company accounts for forfeitures as they occur The Company accounts for stock-based awards issued to non-employees 505-50, Non-Employees” non-employees Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) - Scope of Modification Accounting 2017-09 In February 2017, the FASB issued Update No. 2017-05, 610-20): 610-20, 2014-09. 2014-09. In January 2017, the FASB issued ASU 2017-01, 2017-01 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments 2016-15 2016-15 In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ASU 2016-09 2016-09 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ASU 2016-02 right-of-use 2016-02 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), ASU 2016-1 2016-01 2016-01 |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 3. Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except share and per share data): Year Ended Three Months Ended Year Ended March 31, March 31, December 31, 2018 2017 2016 2015 Basic and diluted net loss per common share calculation Net loss $ (18,969,493 ) $ (15,206,781 ) $ (2,751,127 ) $ (11,726,818 ) Weighted average common shares outstanding — basic and diluted 90,567,476 84,454,587 83,796,260 77,848,850 Net loss per share of common stock — basic and diluted $ (0.21 ) $ (0.18 ) $ (0.03 ) $ (0.15 ) The following outstanding securities at March 31, 2018, 2017, 2016 and December 31, 2015 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive: Year Ended Three Months Year Ended March 31, Ended December 31, 2018 2017 2016 2015 Stock options 5,438,072 4,039,444 350,000 150,000 Warrants 5,615,641 4,556,038 937,651 476,267 Total 11,053,713 8,595,482 1,287,651 626,267 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net. Property and equipment, net consisted of the following: March 31, 2018 March 31, 2017 Machinery and equipment $ 21,463 $ 21,463 Less: accumulated depreciation 18,224 13,928 $ 3,239 $ 7,535 Depreciation expense was $4,296 and $4,281 for the year ended March 31, 2018 and 2017, $1,062 for the three months ended March 31, 2016, and $4,292 for the year ended December 31, 2015. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 12 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | Note 5. Accounts Payable and Other Current Liabilities. Accounts payable and other current liabilities consisted of the following: March 31, 2018 March 31, 2017 Legal $ 421,128 $ 1,443,084 Consulting 78,101 60,317 Accounting and auditing 81,652 69,738 Research and development 1,678,675 644,546 Board of Directors and Scientific Advisory Board compensation 442,610 487,500 Insurance — 232,100 Other 114,924 11,183 $ 2,817,090 $ 2,948,468 |
Debt
Debt | 12 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt. Insurance Note Payable During the year ended March 31, 2018, the Company entered into an agreement to finance Director and Officer insurance totaling $480,094 for the policy year ending in March 2019. As of March 31, 2018, there remained a balance of $480,094, recorded to Insurance note payable on the accompanying consolidated balance sheets. During the year ended March 31, 2016, the Company entered into an agreement to finance Director and Officer insurance totaling $232,100 for the policy year ending in March 2017. As of March 31, 2017, no balance remained. Bridge Notes Payable On July 11, 2014, Tyme received $1,100,000 in proceeds from the issuance of a convertible promissory note (the “ Bridge Note GEM On November 24, 2014, the purchaser of the Bridge Note loaned Tyme an additional $250,000. In connection with the funding of such loan, the Bridge Note was amended and restated to reflect a principal amount of $1,350,000. On January 15, 2015, the purchaser of the Bridge Note loaned Tyme an additional $960,000. In connection with the funding of such further loan, the Bridge Note was amended and restated to reflect a principal amount of $2,310,000. On March 5, 2015, the Bridge Note was further amended and restated to the effect that the mandatory conversion feature was amended to a set fixed conversion amount such that, upon mandatory conversion, the Bridge Note purchaser would receive one share of Company common stock (each, a “ Bridge Note Conversion Share Derivative Liability - PPO The investor in the PPO and the Bridge Note holder was granted anti-dilution protection with respect to the PPO Shares and Bridge Note Conversion Shares such that, if within two years after the closing of the Merger, the Company shall issue additional shares of Company common stock or common stock equivalents, for a consideration per share less than $0.50 per share (the “ Lower Price Lower Price Shares The Company has determined that this anti-dilution protection is a freestanding financial instrument that will be carried as a liability at fair value. At the time of the merger, in the quarter ended March 31, 2015, management measured this derivative at fair value and recognized a derivative liability of $376,300 on the consolidated balance sheet, with the offset recorded against additional paid-in |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7. Stockholders’ 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 Company’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 Company’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 Company’s board of directors has not designated any class or series of Company preferred stock for use in the future. Common Stock 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 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 pre-money pre-money 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 January 19, 2016, the Company filed a complaint against the depositor with the Commercial Division of the Supreme Court of New York, New York and on April 1, 2016, the Company filed an amended complaint, which asserts causes of actions for (i) a declaratory judgment declaring that the relevant contracts require the 3,500,000 escrowed Adjustment Shares to be released to the Company; (ii) breach of contract for failure to deliver the 3,500,000 escrowed Adjustment Shares to the Company; (iii) conversion for the depositors willful and malicious interference with the Company’s rights to the Adjustment Shares; and (iv) replevin for the escrow agent’s refusal to surrender the escrowed Adjustment Shares to the Company. On June 20, 2016, the depositor filed their answer and asserted two counterclaims. The first counterclaim alleges that the Company purportedly breached its obligation to allow the depositor to provide additional financing by refusing to allow the depositor to purchase 17,200,000 shares at a price of $1.1626 per share. The depositor alleges that it was damaged by at least $144,000,000 based upon the differential between the depositor’s proposed share purchase price and the then-current market value of the Company’s Common stock. The depositor’s second counterclaim alleges that the Company purportedly breached its fiduciary duties to the depositor as a stockholder of the Company, by rejecting the depositor’s proposed financing described above. The Company believes the depositor’s counterclaims are without merit and intends to vigorously defend these claims and seek the return of the 3,500,000 escrowed Adjustment Shares in accordance with the terms set out in the Merger Agreement and the Adjustment Shares Escrow Agreement. The Company moved to dismiss the counterclaims on August 10, 2016, the depositor filed its opposition on September 21, 2016 and the Company filed its reply memorandum of law on October 28, 2016. On February 28, 2017, we, GEM Global Yield Fund LLC SCS (on behalf of it and its affiliates, collectively, “ GEM CKR Settlement Agreement Court Tyme Technologies, Inc. v. GEM Global Yield Fund LLC SCS and CKR Law LLP GEM RRA 8-K Pursuant to the Settlement Agreement, GEM directed CKR to surrender to the Company the Escrowed Shares. The Company is not obligated to pay any monetary damages pursuant to the Settlement Agreement. In addition to the foregoing, the Company and GEM agreed to waive and release any claims they may have against each other with respect to the subject matter of the complaint and counterclaim described above. The parties also agreed to terminate the RRA. On March 1, 2017, the Company received the Escrowed Shares. The Company and the depositor also entered into a Stipulation of Discontinuance with Prejudice that was filed with the Court on March 2, 2017. The Escrowed Shares were cancelled by the Company on May 25, 2017. Registration Rights Agreement In connection with the PPO, the Company entered into a Registration Rights Agreement (the “ Registration Rights Agreement Registration Statement Pre-Merger 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 irrevocably 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. Pursuant to the Settlement Agreement (as defined under “Escrow Shares”), the Registration Rights Agreement was terminated effective February 28, 2017. Securities Purchase Agreements 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 Company’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 On February 2, 2016, pursuant to a Securities Purchase Agreement, for the aggregate consideration of $3,100,000, before deducting offering costs of $67,718, the Company sold and issued in a private placement an aggregate of: (i) 775,000 shares of the Company’s common stock, par value $0.0001 per share, and (ii) 461,384 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 February 2, 2016 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 In October 2016, the Company raised $1.47 million in gross proceeds through a private placement of 452,314 shares of our common stock. On March 10, 2017, the Company raised $9.2 million in gross proceeds through a private placement (“ March 2017 Private Placement Warrant Warrant Share paid-in Investors in the March 2017 Private Placement have limited anti-dilution protection. This provision provides that if the Company were to raise certain funds before the Anti-dilution Expiry Date (defined below) at an effective average consideration and/or exercise or conversion price per share price less than $2.55 per share, subject to exceptions for issuances of certain “exempt securities,” anti-dilution protections could apply which could obligate the Company to issue additional securities to the March 2017 Private Placement investors. “Anti-dilution Expiry Date” means the earliest to occur of (i) the business day after we raise $10 million or more in one or more public or private offerings within six months of the applicable purchase date for the 2017 Private Placement Investors, or (ii) the six-month April 2017 PPO In April 2017, the Company raised $2.7 million in gross proceeds through a private placement (“ April 2017 Private Placement Warrant Warrant Share paid-in At March 31, 2018, 5,556,107 common stock purchase warrants relating to securities purchase agreements were outstanding and exercisable. The following summarizes the common stock warrant activity for the years ended March 31, 2018 and March 31, 2017: Warrant Shares of Common Stock Weighted Average Exercise Price Outstanding at March 31, 2016 937,651 5.00 Granted 3,618,387 3.02 Exercised — — Cancelled — — Outstanding at March 31, 2017 4,556,038 $ 3.42 Granted 1,069,603 3.00 Exercised (10,000 ) 3.00 Cancelled — — Outstanding at March 31, 2018 5,615,641 3.34 At-the-Market On November 2, 2017, the Company entered into an equity distribution agreement (“ Equity Distribution Agreement Canaccord at-the-market ATM Financing Facility Public Offering In March 2018, we raised approximately $23,288,000 in gross proceeds through a public offering of 10,350,000 shares of our common stock. The Offering was made pursuant to the Company’s registration statement on Form S-3 No. 333-211489), |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies. Contract Service Providers In the course of the Company’s normal business operations, it enters into agreements and arrangements with contract service providers to assist in the performance of its research and development and clinical research activities. Purchase Commitments During fiscal year 2018, we entered into two contracts with manufacturers to supply certain components used in SM-88 non-cancellable Employment Agreement On March 5, 2015, the Company entered into employment agreements with its Chief Executive Officer and Chief Operating Officer. Under these agreements, each of such two executive officers will be entitled to an annual base salary of $450,000 and such performance bonuses as the Company’s board of directors may determine, from time to time, in its sole discretion. The base salaries will be reviewed annually (commencing in 2016) by the Company’s board of directors; provided that the base salaries may not be decreased from their then current levels due to any board review. The employment agreements each have a term of five years; provided, however, that, commencing on the first anniversary of the dates of the agreements and on each anniversary thereafter, the term shall automatically be extended by one year, such that, at any time during the term of the agreement, the remaining employment term shall never be less than four years and one day. If employment is terminated by the Company without Cause or by the executive for Good Reason, the executive will be entitled to receive (i) base salary as in effect at the time of such termination to the extent such amount has accrued through the termination date and remains unpaid, (ii) any fully earned and declared but unpaid performance bonus as of the termination date, (iii) an amount equal to the sum of base salary the executive would have received from the date of such termination through the then applicable expiration date, which shall be payable in the same amounts and at the same intervals as if the employment period had not ended and (iv) any unpaid expenses as of the termination date. If the employment is terminated for “Cause,” or in the case of the executive’s death or disability, the executive will only be entitled to his base salary through the termination date, plus any accrued and unpaid performance bonus as of the termination date. On March 15, 2017, the Company entered into a letter agreement with its President and Chief Financial Officer of the Company effective April 3, 2017, which provides for an annual salary of $450,000 and a term which is scheduled to expire on the one-year one-year Grant Date In the quarter ending September 30, 2017, the Company entered into an employment agreement with its Chief Scientific Affairs Officer of the Company. The Agreement provides for an annual salary of $200,000 and a term scheduled to expire on the one-year The Agreement (i) could renew for an additional one-year Pursuant to the Agreement, the Board granted to Mr. Eckard options to purchase up to 500,000 shares of the Company’s common stock at a per-share one-year On November 22, 2017, the Company and the Company’s Chief Financial Officer, entered into an alternative compensation arrangement was granted non-qualified six-month one-month Legal Proceedings We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on us, our business, operating results or financial condition. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions. Due from Stockholders/Members Effective as of the consummation of and in anticipation of the Merger, the non-interest Sale of Excess Ingredient Materials During the three months ending March 31, 2016, Steve Hoffman, the Company’s President and Chief Executive Officer, purchased excess ingredient materials from the Company for a cost of $170,000, which was the pro rata cost of obtaining the items. The income from this was recorded as an offset to Research and Development expense on the consolidated statements of operations, where the cost of such materials was originally recorded. Legal The Company was provided legal service by Drinker Biddle & Reath LLP (“ DBR non-employee non-employee |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Note 10. Equity Incentive Plan. On March 5, 2015, the Company’s Board of Directors adopted and the Company’s stockholders approved, the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). A reserve of 10,000,000 shares of Company common stock has been established for issuance under the 2015 Plan. No more than an aggregate of 3,333,333 shares of common stock may be awarded during the twelve month period starting March 5 of each succeeding year. Awards under the 2015 Plan may include, but need not be limited to, one or more of the following: options, stock appreciation rights, restricted stock, performance grants, stock bonuses, and any other type of award deemed by the administrator to be consistent with the purposes of the 2015 Plan. The exercise price of all options awarded under the 2015 Plan must be no less than 100% of the fair market value of the Company common stock as determined on the date of the grant and have a term of no greater than ten years from the date of grant. In February 2018, the 2015 Plan was amended making available 12.5% of shares of common stock issued and outstanding. As of March 31, 2018, there were 7,363,190 shares available for grant under the 2015 Plan. On May 9, 2016, the Board approved the establishment of a stock option plan for non-executive non-employee The 2016 Director Plan also authorized 750,000 shares for issuance. As of March 31, 2018, there were 600,000 shares available for grant under the Director Plan. Stock Options As of March 31, 2018, and 2017, there was approximately $9,656,000 and $13,375,000, respectively, of total unrecognized compensation related to non-vested During the years ended March 31, 2018 and 2017, the three months ended March 31, 2016, and the year ended December 31, 2015, approximately $7,689,334, $7,725,000, $1,137,000, and $811,000, respectively, have been recognized as stock based compensation. During the years ended March 31, 2018 and 2017, the three months ended March 31, 2016, and the year ended December 31, 2015, approximately $4,123,000, $5,100,000, $1,137,000, and $811,000, have been recognized in general and administrative expense. During the years ended March 31, 2018 and 2017, approximately $3,566,000 and $2,625,000 have been recognized in research and development expense. There was no such expense recorded in research and development expense for the three months ended March 31, 2016 and the year ended December 31, 2015. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. In accordance with ASC 718, the compensation expense for employees and non-employees The expected volatility of options granted has been determined using the method described under ASC 718 using the expected volatility of similar companies. The expected term of options granted to employees and directors in the current fiscal period has been based on the term by using the simplified “plain-vanilla” method as allowed under SAB No. 110. The expected term of options granted to non-employees Prior to the three months ended December 31, 2017, the Company used the full contractual term as the expected term in its Black Scholes model to estimate stock option value. The Company used the full contractual term because there was no history of exercise activity and the stock was thinly-traded on the OTC market. Beginning October 1, 2017, the Company determined the use of the simplified method was more appropriate than the full contractual term due to the increased trading volume and activity during the quarter and the increased market and demand for shares. The Company considered other methods to estimate expected term other than the simplified method. However, as noted above, there is no historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded and no other refined estimate of expected life that is appropriate. The assumptions utilized to estimate the fair value of stock options granted are presented in the following table: Year Ended Three Months Year Ended March 31, March 31, December 31, 2018 2017 2016 2015 Risk free interest rate 1.74%-2.70% 1.57%-2.49% 1.4% 1.65% Expected volatility 65.95%-90.32% 80.74%-92.33% 79% 82.9% Expected term 1-10 5-10 5 years 5 years Dividend yield 0.0% 0.0% 0.0% 0.0% The following is a summary of the activity of the Company’s stock options under the 2015 Plan and 2016 Director Plan as of March 31, 2018: Number of Options Weighted Average Exercise Price Outstanding at March 31, 2017 4,039,444 $ 6.15 Granted 1,920,120 $ 3.78 Exercised (2,048 ) $ 2.70 Forfeited/Cancelled (519,444 ) $ 8.23 Outstanding at March 31, 2018 5,438,072 $ 5.11 Options exercisable at March 31, 2018 2,891,909 $ 5.50 Weighted-average grant date fair value of options granted during the years ended March 31, 2018 and 2017, the three months ended March 31, 2016 and the year ended December 31, 2015 is $2.72, $5.34, $6.99 and $5.12, respectively. Stock Options Outstanding Stock Options Vested Range of Exercise Price Number Outstanding March 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Number Vested at March 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $2.50-$8.75 5,438,072 $ 5.11 8.20 $ — 2,891,909 $ 5.50 7.78 $ — The intrinsic value calculated as the excess of the market value of as March 31, 2018 over the exercise price of the options, is zero. The market value as of March 31, 2018 was $2.23 as reported by the NASDAQ Capital Market. The total intrinsic value of options exercised during the year ended March 31, 2018 was $7,065. Stock Grants On March 10, 2015, the Company adopted an independent director compensation policy and also adopted a compensation policy with respect to a special advisor to the Company’s board of directors. Under such independent director compensation policy, each of those directors meeting the NASDAQ stock market definition of independent director is entitled to receive annual compensation in the amount of $100,000, one-half one-half non-employee |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes. The Company provides for income taxes under ASC 740. Under ASC 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has not recorded a current or deferred income tax expense or benefit since its inception. The Company’s loss before income taxes was $18,969,493, $15,206,781, $2,751,127, and $11,726,818, for the years ended March 31, 2018 and 2017, three months ended March 31, 2016, and year ended December 31, 2015, respectively, and was generated entirely in the United States. Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following: March 31, 2018 2017 Net operating loss carryforward $ 5,736,229 $ 5,747,394 Research and development credit carryforward 410,369 310,727 Stock options - NQSOs 2,759,122 3,178,381 Accruals and other temporary differences 757,567 809,810 Gross deferred tax assets 9,663,287 10,046,312 Deferred tax valuation allowance (9,663,287 ) (10,046,312 ) Net deferred taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses since inception, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of March 31, 2018. The valuation allowance decreased by $383,025 for the year ended March 31, 2018 due primarily to stock option forfeitures and rate change. A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: Year Ended Three Months Year Ended March 31, March 31, December 31, 2018 2017 2016 2015 U.S. statutory income tax rate 31.5 % 34 % 34 % 34 % State income taxes, net of federal benefit — — 4.9 7.9 Stock options (7.0 ) — (14.1 ) — Permanent differences 0.6 — — (12.8 ) Tax rate change (27.7 ) (5.4 ) (21.7 ) — Provision to return true-up 7.3 15.6 8.0 R&D credit carryforwards 0.5 0.8 1.5 1.8 Valuation allowance 2.1 (36.7 ) (20.2 ) (38.9 ) Effective tax rate — % — % — % — % As of March 31, 2018, the Company had gross U.S. federal net operating loss carryforwards of approximately $27,300,000 net of uncertain tax positions, which may be available to offset future income tax liabilities and will begin to expire at various dates starting in 2033. As of March 31, 2018, none of the Company’s state net operating losses have value due to the apportionment rule in the states where state income tax returns are currently filed. As of March 31, 2018, the Company had gross federal research and development tax credit carryforwards of $483,000, available to reduce future tax liabilities which will begin to expire at various dates starting in 2030. Under the provisions of the Internal Revenue Code, the net operating loss (“NOL”) carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financing transactions since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended March 31, 2018 2017 Gross unrecognized tax benefits at beginning of year $ 617,233 $ 331,545 Increases (decreases) in tax positions for current period (148,066 ) 285,688 Gross unrecognized tax benefits at end of year $ 469,167 $ 617,233 As of March 31, 2018, the Company had $469,167 of unrecognized tax benefits, which were offset with the net operating loss and valuation allowance on the consolidated balance sheet. None of the gross unrecognized tax benefits would affect the effective tax rate at March 31, 2018, if recognized. In addition, the Company did not record any penalties or interest related to uncertain tax positions for the periods presented in these consolidated financial statements. The Company does not have any positions for which it is reasonably possible that there will be significant increase or decrease in the amounts of unrecognized tax benefits within twelve months of the reporting date. The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the period April 1, 2016 through March 31, 2017, January 1, 2016 through March 31, 2016, the years ended December 31, 2015 and 2014. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. On December 22, 2017, H.R. 1 (also, known as the Tax Cuts and Jobs Act (the “Act”)) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act reduces the U.S. federal corporate tax rate from 35% to 21%. As a result, the most significant impact on the financial statements is a reduction of approximately $3.2 million for the deferred tax assets related to net operating losses and stock based compensation. Such reduction is offset by changes to the Company’s valuation allowance. The Company has completed the accounting for the tax impact of the Act as of March 31, 2018 and has recorded no provisional amounts. |
Quarterly Information (unaudite
Quarterly Information (unaudited) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (unaudited) | Note 12. Quarterly Information (unaudited) June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 Fiscal Year Ended March 31, 2018 Operating expenses: Research and development $ 1,264,358 $ 2,551,920 $ 2,585,991 $ 2,437,392 General and administrative 1,924,204 2,744,998 2,975,274 2,875,741 Total operating expenses 3,188,562 5,296,918 5,561,265 5,313,133 Loss from operations (3,188,562 ) (5,296,918 ) (5,561,265 ) (5,313,133 ) Other income (315,624 ) (74,761 ) — — Loss before income taxes (2,872,938 ) (5,222,157 ) (5,561,265 ) (5,313,133 ) Income tax expense — — — — Net loss (2,872,938 ) (5,222,157 ) (5,561,265 ) (5,313,133 ) Basic and diluted loss per common share $ (0.03 ) $ (0.06 ) $ (0.06 ) $ (0.06 ) Basic and diluted weighted average shares outstanding 89,258,377 89,321,067 89,929,161 93,829,568 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Fiscal Year Ended March 31, 2017 Operating expenses: Research and development $ 1,585,540 $ 1,130,468 $ 1,745,681 $ 1,649,898 General and administrative 4,425,786 1,990,471 1,245,268 1,433,669 Total operating expenses 6,011,326 3,120,939 2,990,949 3,083,567 Loss from operations (6,011,326 ) (3,120,939 ) (2,990,949 ) (3,083,567 ) Loss before income taxes (6,011,326 ) (3,120,939 ) (2,990,949 ) (3,083,567 ) Income tax expense — — — — Net loss (6,011,326 ) (3,120,939 ) (2,990,949 ) (3,083,567 ) Basic and diluted loss per common share $ (0.07 ) $ (0.04 ) $ (0.04 ) $ (0.04 ) Basic and diluted weighted average shares outstanding 84,119,728 84,177,838 84,517,074 85,089,905 June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 Fiscal Year Ended March 31, 2016 Operating expenses: Research and development $ 790,692 $ 1,357,394 $ 1,161,563 $ 808,472 General and administrative 959,594 958,922 1,273,470 1,942,655 Total operating expenses 1,750,286 2,316,316 2,435,033 2,751,127 Loss from operations (1,750,286 ) (2,316,316 ) (2,435,033 ) (2,751,127 ) Interest expense — — — — Other income — — (376,255 ) — Loss before income taxes (1,750,286 ) (2,316,316 ) (2,058,778 ) (2,751,127 ) Income tax expense — — — — Net loss (1,750,286 ) (2,316,316 ) (2,058,778 ) (2,751,127 ) Basic and diluted loss per common share $ (0.02 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) Basic and diluted weighted average shares outstanding 86,007,313 86,013,196 82,189,523 83,796,260 On October 27, 2016, the Board of Directors of Tyme Tech approved a change in fiscal year end from December 31 to March 31 of each year. As a result of the change in fiscal year, Tyme Tech filed with the Securities and Exchange Commission (“ SEC 10-QT Transition Report 10-Q |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events. The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of consolidated financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. On April 30, 2018 we entered into agreement to lease 4,752 square feet of office space at 17 State Street, 7 th On May 24, 2018, the Board approved an amendment and restatement of the 2016 Director Plan (the “ Restated 2016 Director Plan non-executive |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ASC ASU |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of Tyme Tech and its subsidiaries, Tyme and Luminant. All intercompany transactions and balances have been eliminated in consolidation. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to those risks associated with any specialty pharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants, as well as third party contractors. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant items subject to such estimation include the fair value of the Company underlying the conversion feature of the senior secured bridge notes, derivative value associated with the price protection feature of shares of Company common stock issued in connection with the PPO and Bridge Note conversion and stock-based compensation. Actual results could differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments that have maturities of three months or less when acquired to be cash equivalents. The Company’s cash and cash equivalents consisted of $28,975,822 at March 31, 2018 and $10,482,977 at March 31, 2017. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash. Cash is deposited with major banks and, at times, such balances with any one financial institution may be in excess of FDIC insurance limits. The Company exceeded the FDIC limit of $250,000 by $28,725,822 at March 31, 2018 and $10,232,977 at March 31, 2017. Although the Company has exceeded the federally insured limit, it has not incurred losses related to these deposits. Management monitors the Company’s accounts with these institutions to minimize credit risk. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash, accounts payable and other current liabilities approximates fair value given their short-term nature. The fair value of the derivative liability is discussed below. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value should be based on the assumptions that market participants would use when pricing an asset or liability and is based on a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets (observable inputs) and the lowest priority to the Company’s assumptions (unobservable inputs). Fair value measurements should be disclosed separately by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with established fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data are based primarily upon estimates, and often are calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as assets held for sale and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no assets or liabilities classified as Level 1, Level 2, or Level 3 for the year ended March 31, 2018. The Company had no assets or liabilities classified as Level 1 or Level 2 for the year ended March 31, 2017, the three months ended March 31, 2016 and the year ended December 31, 2015 and there were no material re-measurements Assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and 2017 are summarized below: Level 1 Level 2 Level 3 Total March 31, 2018 Liabilities: Derivative liability – anti-dilution feature $ — $ — $ — $ — Total $ — $ — $ — $ — Level 1 Level 2 Level 3 Total March 31, 2017 Liabilities: Derivative liability – anti-dilution feature $ — $ — $ 378,600 $ 378,600 Total $ — $ — $ 378,600 $ 378,600 The change in the fair value of the derivative liability for the year ended March 31, 2017 was de minimis. The changes in the fair value of the derivative liabilities for the year ended March 31, 2018 are as follows: Fair value at March 31, 2017 $ 378,600 Fair value of liability-classified anti-dilution feature 11,785 Change in fair value of derivative liability (390,385 ) Fair value at March 31, 2018 $ — The fair value of the derivative liability as of March 31, 2017 was estimated using a Monte Carlo simulation model using the following assumptions: Volatility 70% Risk-Free Interest Rate 0.83% Expected Term in Years 4.7 months Dividend Rate 0.00% Fair Value of Common Stock Share $1.78 The fair value of the derivative liability was written down to zero as of December 31, 2017 because the anti-dilution provision of the March 2017 Private Placement expired on September 10, 2017 and the anti-dilution provision of the April 2017 Private Placement expired on October 7, 2017, in each case with no shares issued pursuant to such provisions. |
Prepaid and Other Assets | Prepaid and Other Assets Prepaid and other assets represent expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time. Prepaid and other assets consisted of $1.4 million of prepaid R&D and $480,000 of prepaid insurance as of March 31, 2018. Prepaid and other assets as of March 31, 2017 consisted primarily of prepaid insurance. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives. The Company estimates a life of five to seven years for equipment and furniture and fixtures. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in results of operations. Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, which include fixed assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the years ended March 31, 2018 and 2017, the three months ended March 31, 2016 and the year ended December 31, 2015, the Company determined that there were no triggering events requiring an impairment analysis. |
Research and Development | Research and Development Research and development costs are expensed as incurred and are primarily comprised of, but not limited to, external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“ CROs CMOs |
Income Taxes | Income Taxes Income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States, for Federal and various State jurisdictions. Significant judgments and estimates are required in the determination of the income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when, after consideration of available positive and negative evidence that it is not more likely than not that the benefit from deferred tax assets will be realizable. In recognition of this risk, we have provided a full valuation allowance against the net deferred tax assets. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various jurisdictions. ASC 740 “Income Taxes” states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. When and if the Company were to recognize interest and penalties related to unrecognized tax benefits, they would be reported in tax expense. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views their operations and manages their business in one segment. |
Derivative Liabilities | Derivative Liabilities Accounting standards require presentation of derivative liabilities at fair value. Derivative liabilities are adjusted to reflect fair value at the end of each reporting period, with any change in the fair value being recorded in results of operations as a component of other income or expense. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, “Earning per Share”. Basic net loss per share is computed by dividing net loss attributable to the Company by the weighted average number of shares of Company common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period. During the periods presented, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive as the Company incurred losses for the periods then ended. |
Stock-based Compensation | Stock-based Compensation The Company follows the authoritative guidance for accounting for stock-based compensation in ASC 718, Compensation-Stock Compensation. The guidance requires that stock-based payment transactions be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over the vesting period as services are being provided. (See Note 10, Equity Incentive Plan.) The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. For awards subject to time-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. The Company accounts for forfeitures as they occur The Company accounts for stock-based awards issued to non-employees 505-50, Non-Employees” non-employees |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) - Scope of Modification Accounting 2017-09 In February 2017, the FASB issued Update No. 2017-05, 610-20): 610-20, 2014-09. 2014-09. In January 2017, the FASB issued ASU 2017-01, 2017-01 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments 2016-15 2016-15 In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ASU 2016-09 2016-09 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ASU 2016-02 right-of-use 2016-02 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), ASU 2016-1 2016-01 2016-01 |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and 2017 are summarized below: Level 1 Level 2 Level 3 Total March 31, 2018 Liabilities: Derivative liability – anti-dilution feature $ — $ — $ — $ — Total $ — $ — $ — $ — Level 1 Level 2 Level 3 Total March 31, 2017 Liabilities: Derivative liability – anti-dilution feature $ — $ — $ 378,600 $ 378,600 Total $ — $ — $ 378,600 $ 378,600 |
Schedule of Changes in Fair Value Derivative Liability | The changes in the fair value of the derivative liabilities for the year ended March 31, 2018 are as follows: Fair value at March 31, 2017 $ 378,600 Fair value of liability-classified anti-dilution feature 11,785 Change in fair value of derivative liability (390,385 ) Fair value at March 31, 2018 $ — |
Fair Value of the Derivative Liability | The fair value of the derivative liability as of March 31, 2017 was estimated using a Monte Carlo simulation model using the following assumptions: Volatility 70% Risk-Free Interest Rate 0.83% Expected Term in Years 4.7 months Dividend Rate 0.00% Fair Value of Common Stock Share $1.78 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except share and per share data): Year Ended Three Months Ended Year Ended March 31, March 31, December 31, 2018 2017 2016 2015 Basic and diluted net loss per common share calculation Net loss $ (18,969,493 ) $ (15,206,781 ) $ (2,751,127 ) $ (11,726,818 ) Weighted average common shares outstanding — basic and diluted 90,567,476 84,454,587 83,796,260 77,848,850 Net loss per share of common stock — basic and diluted $ (0.21 ) $ (0.18 ) $ (0.03 ) $ (0.15 ) |
Schedule of Anti-dilutive Shares Outstanding | The following outstanding securities at March 31, 2018, 2017, 2016 and December 31, 2015 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive: Year Ended Three Months Year Ended March 31, Ended December 31, 2018 2017 2016 2015 Stock options 5,438,072 4,039,444 350,000 150,000 Warrants 5,615,641 4,556,038 937,651 476,267 Total 11,053,713 8,595,482 1,287,651 626,267 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: March 31, 2018 March 31, 2017 Machinery and equipment $ 21,463 $ 21,463 Less: accumulated depreciation 18,224 13,928 $ 3,239 $ 7,535 |
Accounts Payable and Other Cu26
Accounts Payable and Other Current Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: March 31, 2018 March 31, 2017 Legal $ 421,128 $ 1,443,084 Consulting 78,101 60,317 Accounting and auditing 81,652 69,738 Research and development 1,678,675 644,546 Board of Directors and Scientific Advisory Board compensation 442,610 487,500 Insurance — 232,100 Other 114,924 11,183 $ 2,817,090 $ 2,948,468 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Warrant Activity | The following summarizes the common stock warrant activity for the years ended March 31, 2018 and March 31, 2017: Warrant Shares of Common Stock Weighted Average Exercise Price Outstanding at March 31, 2016 937,651 5.00 Granted 3,618,387 3.02 Exercised — — Cancelled — — Outstanding at March 31, 2017 4,556,038 $ 3.42 Granted 1,069,603 3.00 Exercised (10,000 ) 3.00 Cancelled — — Outstanding at March 31, 2018 5,615,641 3.34 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Utilized to Estimate the Fair Value of Stock Options Granted | The assumptions utilized to estimate the fair value of stock options granted are presented in the following table: Year Ended Three Months Year Ended March 31, March 31, December 31, 2018 2017 2016 2015 Risk free interest rate 1.74%-2.70% 1.57%-2.49% 1.4% 1.65% Expected volatility 65.95%-90.32% 80.74%-92.33% 79% 82.9% Expected term 1-10 5-10 5 years 5 years Dividend yield 0.0% 0.0% 0.0% 0.0% |
Schedule of Stock Options | The following is a summary of the activity of the Company’s stock options under the 2015 Plan and 2016 Director Plan as of March 31, 2018: Number of Options Weighted Average Exercise Price Outstanding at March 31, 2017 4,039,444 $ 6.15 Granted 1,920,120 $ 3.78 Exercised (2,048 ) $ 2.70 Forfeited/Cancelled (519,444 ) $ 8.23 Outstanding at March 31, 2018 5,438,072 $ 5.11 Options exercisable at March 31, 2018 2,891,909 $ 5.50 |
Schedule of Stock Option by Exercise Price Range | Weighted-average grant date fair value of options granted during the years ended March 31, 2018 and 2017, the three months ended March 31, 2016 and the year ended December 31, 2015 is $2.72, $5.34, $6.99 and $5.12, respectively. Stock Options Outstanding Stock Options Vested Range of Exercise Price Number Outstanding March 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Number Vested at March 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $2.50-$8.75 5,438,072 $ 5.11 8.20 $ — 2,891,909 $ 5.50 7.78 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The significant components of the Company’s deferred tax assets are comprised of the following: March 31, 2018 2017 Net operating loss carryforward $ 5,736,229 $ 5,747,394 Research and development credit carryforward 410,369 310,727 Stock options - NQSOs 2,759,122 3,178,381 Accruals and other temporary differences 757,567 809,810 Gross deferred tax assets 9,663,287 10,046,312 Deferred tax valuation allowance (9,663,287 ) (10,046,312 ) Net deferred taxes $ — $ — |
Schedule of Reconciliation of Income Tax Benefit | A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: Year Ended Three Months Year Ended March 31, March 31, December 31, 2018 2017 2016 2015 U.S. statutory income tax rate 31.5 % 34 % 34 % 34 % State income taxes, net of federal benefit — — 4.9 7.9 Stock options (7.0 ) — (14.1 ) — Permanent differences 0.6 — — (12.8 ) Tax rate change (27.7 ) (5.4 ) (21.7 ) — Provision to return true-up 7.3 15.6 8.0 R&D credit carryforwards 0.5 0.8 1.5 1.8 Valuation allowance 2.1 (36.7 ) (20.2 ) (38.9 ) Effective tax rate — % — % — % — % |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended March 31, 2018 2017 Gross unrecognized tax benefits at beginning of year $ 617,233 $ 331,545 Increases (decreases) in tax positions for current period (148,066 ) 285,688 Gross unrecognized tax benefits at end of year $ 469,167 $ 617,233 |
Quarterly Information (unaudi30
Quarterly Information (unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Information (unaudited) | June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 Fiscal Year Ended March 31, 2018 Operating expenses: Research and development $ 1,264,358 $ 2,551,920 $ 2,585,991 $ 2,437,392 General and administrative 1,924,204 2,744,998 2,975,274 2,875,741 Total operating expenses 3,188,562 5,296,918 5,561,265 5,313,133 Loss from operations (3,188,562 ) (5,296,918 ) (5,561,265 ) (5,313,133 ) Other income (315,624 ) (74,761 ) — — Loss before income taxes (2,872,938 ) (5,222,157 ) (5,561,265 ) (5,313,133 ) Income tax expense — — — — Net loss (2,872,938 ) (5,222,157 ) (5,561,265 ) (5,313,133 ) Basic and diluted loss per common share $ (0.03 ) $ (0.06 ) $ (0.06 ) $ (0.06 ) Basic and diluted weighted average shares outstanding 89,258,377 89,321,067 89,929,161 93,829,568 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Fiscal Year Ended March 31, 2017 Operating expenses: Research and development $ 1,585,540 $ 1,130,468 $ 1,745,681 $ 1,649,898 General and administrative 4,425,786 1,990,471 1,245,268 1,433,669 Total operating expenses 6,011,326 3,120,939 2,990,949 3,083,567 Loss from operations (6,011,326 ) (3,120,939 ) (2,990,949 ) (3,083,567 ) Loss before income taxes (6,011,326 ) (3,120,939 ) (2,990,949 ) (3,083,567 ) Income tax expense — — — — Net loss (6,011,326 ) (3,120,939 ) (2,990,949 ) (3,083,567 ) Basic and diluted loss per common share $ (0.07 ) $ (0.04 ) $ (0.04 ) $ (0.04 ) Basic and diluted weighted average shares outstanding 84,119,728 84,177,838 84,517,074 85,089,905 June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 Fiscal Year Ended March 31, 2016 Operating expenses: Research and development $ 790,692 $ 1,357,394 $ 1,161,563 $ 808,472 General and administrative 959,594 958,922 1,273,470 1,942,655 Total operating expenses 1,750,286 2,316,316 2,435,033 2,751,127 Loss from operations (1,750,286 ) (2,316,316 ) (2,435,033 ) (2,751,127 ) Interest expense — — — — Other income — — (376,255 ) — Loss before income taxes (1,750,286 ) (2,316,316 ) (2,058,778 ) (2,751,127 ) Income tax expense — — — — Net loss (1,750,286 ) (2,316,316 ) (2,058,778 ) (2,751,127 ) Basic and diluted loss per common share $ (0.02 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) Basic and diluted weighted average shares outstanding 86,007,313 86,013,196 82,189,523 83,796,260 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) - USD ($) | Jul. 23, 2015 | Jun. 05, 2015 | Mar. 05, 2015 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | Nov. 02, 2017 |
Number of common stock, issued | 91,692,641 | 101,226,479 | 91,692,641 | 101,226,479 | 91,692,641 | |||||||||||||||
Cash proceeds from private placement | $ 2,700,000 | $ 3,032,282 | $ 2,597,100 | $ 10,470,895 | $ 7,230,950 | |||||||||||||||
Proceeds from the collection of stock subscription receivable | 174,998 | 2,500,000 | ||||||||||||||||||
Cash proceeds from private placement | $ 5,824,017 | |||||||||||||||||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Aggregate offering | $ 30,000,000 | |||||||||||||||||||
Available for offering | $ 24,000,000 | $ 24,000,000 | ||||||||||||||||||
Net cash used in operating activities | (11,879,260) | |||||||||||||||||||
Net loss | (5,313,133) | $ (5,561,265) | $ (5,222,157) | $ (2,872,938) | $ (3,083,567) | $ (2,990,949) | $ (3,120,939) | $ (6,011,326) | $ (2,751,127) | $ (2,058,778) | $ (2,316,316) | $ (1,750,286) | (18,969,493) | $ (15,206,781) | (11,726,818) | |||||
Non-cash expense | 7,300,000 | |||||||||||||||||||
Working capital | $ 26,500,000 | 26,500,000 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Aggregate offering | $ 30,000,000 | |||||||||||||||||||
Bridge Note [Member] | ||||||||||||||||||||
Number of common stock issued upon debt conversion | 2,310,000 | |||||||||||||||||||
Debt face amount | $ 2,310,000 | |||||||||||||||||||
Private Placement Offering [Member] | ||||||||||||||||||||
Offering expense | 130,300 | |||||||||||||||||||
Underwriters Public Offering [Member] | ||||||||||||||||||||
Cash proceeds from private placement | 23,300,000 | |||||||||||||||||||
ATM Financing Facility [Member] | ||||||||||||||||||||
Cash proceeds from private placement | 6,151,000 | |||||||||||||||||||
Offering expense | $ 327,939 | |||||||||||||||||||
Tyme Inc [Member] | ||||||||||||||||||||
Percentage of common shares outstanding | 79.00% | |||||||||||||||||||
Number of common shares issued against each share of acquiree | 34,000 | |||||||||||||||||||
Number of common stock, issued | 12,724,000 | |||||||||||||||||||
Tyme Inc [Member] | Private Placement Offering [Member] | ||||||||||||||||||||
Number of common shares issued in transaction | 2,716,000 | |||||||||||||||||||
Total gross proceeds from private placement | $ 6,790,000 | |||||||||||||||||||
Cash proceeds from private placement | $ 4,264,000 | |||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||
Merger related transaction cost | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Indemnification Shares Escrow Agreement [Member] | ||||||||||||||||||||
Number of common stock issued upon debt conversion | 68,000,000 | |||||||||||||||||||
Indemnification Shares Escrow Agreement [Member] | PPO Subscription Note [Member] | ||||||||||||||||||||
Debt instrument term | 3 months | |||||||||||||||||||
Indemnification Shares Escrow Agreement [Member] | Private Placement Offering [Member] | PPO Subscription Note [Member] | ||||||||||||||||||||
Debt face amount | $ 2,500,000 | |||||||||||||||||||
Number of shares collateral | 5,000,000 | |||||||||||||||||||
Debt default price (in dollars per share) | $ 0.50 | |||||||||||||||||||
Debt instrument expiration date | Jun. 5, 2015 | |||||||||||||||||||
Indemnification Shares Escrow Agreement [Member] | Tyme Inc [Member] | ||||||||||||||||||||
Description of covenant | Each of the Pre-Merger Tyme Stockholders initially received in the Merger 95% of the shares to which each such stockholder was entitled under the terms of the Merger Agreement, with the remaining 5% of such shares being held in escrow for two years to satisfy post-closing claims for indemnification by the Company ("Indemnity Shares"), pursuant to an Indemnification Shares Escrow Agreement. | |||||||||||||||||||
Private Placement Offering [Member] | Private Placement Offering [Member] | PPO Subscription Note [Member] | ||||||||||||||||||||
Proceeds from the collection of stock subscription receivable | $ 1,250,000 | |||||||||||||||||||
Debt instrument revised expiration date | July 6, 2015 | |||||||||||||||||||
Second Omnibus Amendment [Member] | Private Placement Offering [Member] | PPO Subscription Note [Member] | ||||||||||||||||||||
Percentage of shares increased | 15.00% |
Basis of Presentation and Sum32
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||||
Mar. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2015USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 28,975,822 | $ 10,482,977 | $ 6,105,309 | $ 4,446,284 | $ 9,724 | |
Cash in excess of FDIC insured limit of $250000 amount | 28,725,822 | 10,232,977 | ||||
Prepaid R&D | 1,400,000 | |||||
Prepaid insurance | $ 480,000 | |||||
Number of operating segment | Number | 1 | |||||
Fair Value, Measurements, Recurring [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Derivative liability - anti-dilution feature | $ 0 | $ 378,600 | ||||
Equipment [Member] | Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Useful life | 5 years | |||||
Equipment [Member] | Maximum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Useful life | 7 years | |||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Useful life | 5 years | |||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Useful life | 7 years |
Basis of Presentation and Sum33
Basis of Presentation and Summary of Significant Accounting Policies - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Liabilities: | ||
Derivative liability - anti-dilution feature | $ 0 | $ 378,600 |
Total | 378,600 | |
Level 3 [Member] | ||
Liabilities: | ||
Derivative liability - anti-dilution feature | 378,600 | |
Total | $ 378,600 |
Basis of Presentation and Sum34
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Changes in Fair Value Derivative Liability (Detail) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2015 | |
Debt Instrument Fair Value Carrying Value [Abstract] | ||
Fair value at March 31, 2017 | $ 378,600 | |
Fair value of liability-classified anti-dilution feature | 11,785 | |
Change in fair value of derivative liability | (390,385) | $ (376,300) |
Fair value at March 31, 2018 | $ 0 |
Basis of Presentation and Sum35
Basis of Presentation and Summary of Significant Accounting Policies - Fair Value of the Derivative Liability (Detail) - Derivative liabilities [Member] | 12 Months Ended |
Mar. 31, 2017$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 70.00% |
Risk-Free Interest Rate | 0.83% |
Expected Term in Years | 4 years 8 months 12 days |
Dividend Rate | 0.00% |
Fair Value of Common Stock Share | $ 1.78 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Basic and diluted net loss per common share calculation: | |||||||||||||||
Net loss | $ (5,313,133) | $ (5,561,265) | $ (5,222,157) | $ (2,872,938) | $ (3,083,567) | $ (2,990,949) | $ (3,120,939) | $ (6,011,326) | $ (2,751,127) | $ (2,058,778) | $ (2,316,316) | $ (1,750,286) | $ (18,969,493) | $ (15,206,781) | $ (11,726,818) |
Weighted average common shares outstanding - basic and diluted (in shares) | 93,829,568 | 89,929,161 | 89,321,067 | 89,258,377 | 85,089,905 | 84,517,074 | 84,177,838 | 84,119,728 | 83,796,260 | 82,189,523 | 86,013,196 | 86,007,313 | 90,567,476 | 84,454,587 | 77,848,850 |
Net loss per share of common stock-basic and diluted (in dollars per share) | $ (0.06) | $ (0.06) | $ (0.06) | $ (0.03) | $ (0.04) | $ (0.04) | $ (0.04) | $ (0.07) | $ (0.03) | $ (0.03) | $ (0.03) | $ (0.02) | $ (0.21) | $ (0.18) | $ (0.15) |
Net Loss Per Common Share - S37
Net Loss Per Common Share - Schedule of Anti-dilutive Shares Outstanding (Detail) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Total | 1,287,651 | 11,053,713 | 8,595,482 | 626,267 |
Stock Options [Member] | ||||
Total | 350,000 | 5,438,072 | 4,039,444 | 150,000 |
Warrant [Member] | ||||
Total | 937,651 | 5,615,641 | 4,556,038 | 476,267 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Less: accumulated depreciation | $ 18,224 | $ 13,928 |
Property and equipment, net | 3,239 | 7,535 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | $ 21,463 | $ 21,463 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,062 | $ 4,296 | $ 4,281 | $ 4,292 |
Accounts Payable and Other Cu40
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Payables and Accruals [Abstract] | ||
Legal | $ 421,128 | $ 1,443,084 |
Consulting | 78,101 | 60,317 |
Accounting and auditing | 81,652 | 69,738 |
Research and development | 1,678,675 | 644,546 |
Board of Directors and Scientific Advisory Board compensation | 442,610 | 487,500 |
Insurance | 232,100 | |
Other | 114,924 | 11,183 |
Total | $ 2,817,090 | $ 2,948,468 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 05, 2015USD ($) | Jan. 15, 2015USD ($) | Nov. 24, 2014USD ($) | Jul. 11, 2014USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2015USD ($) |
License Agreement [Line Items] | |||||||||
Aggregate outstanding principal and accrued interest | $ 480,094 | ||||||||
Derivative liability of price protection feature | $ 376,300 | ||||||||
Gain on remeasurement of derivative liability | (390,385) | $ (376,300) | |||||||
Insurance Note Payable [Member] | |||||||||
License Agreement [Line Items] | |||||||||
Principal amount | 480,094 | $ 232,100 | |||||||
Aggregate outstanding principal and accrued interest | $ 480,094 | $ 0 | |||||||
Maturity period | 2019-03 | 2017-03 | |||||||
Tyme Inc [Member] | 10% Bridge Note [Member] | GEM Global Yield Fund, LLC SCS [Member] | |||||||||
License Agreement [Line Items] | |||||||||
Principal amount | $ 2,310,000 | $ 1,350,000 | |||||||
Proceeds from convertible debt | $ 1,100,000 | ||||||||
Debt instrument term | 15 months | ||||||||
Interest rate | 10.00% | ||||||||
Description of debt | Maturing fifteen months from the date of issue and was secured by all assets of Tyme. | ||||||||
Description of collateral | Secured by all assets of Tyme. | ||||||||
Additional proceeds from debt | $ 960,000 | $ 250,000 | |||||||
Number of shares issued for each $1.00 principal outstanding | 1 | ||||||||
Incremental value of the modification to conversion rate as an inducement to convert | $ 3,465,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Mar. 10, 2017USD ($)$ / sharesshares | Jun. 20, 2016USD ($)Number$ / sharesshares | Feb. 02, 2016USD ($)$ / sharesshares | Jan. 19, 2016 | Dec. 23, 2015USD ($)$ / sharesshares | Nov. 17, 2015shares | Mar. 05, 2015USD ($) | Apr. 30, 2017USD ($)$ / sharesshares | Oct. 31, 2016USD ($)shares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | May 31, 2018$ / sharesshares | Nov. 02, 2017USD ($)$ / shares |
Preferred stock, authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Number of share issued for escrow shares | shares | 1,333,333 | ||||||||||||
Common Stock, Par Value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Value of common stock issued | $ 5,824,017 | ||||||||||||
Aggregate offering | $ 30,000,000 | ||||||||||||
Issuance of common stock from at-the-market financing facility, net of issuance costs | 5,824,017 | ||||||||||||
Available for offering | 24,000,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Value of share issued for escrow shares (Pre-money) | 200,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Value of share issued for escrow shares (Pre-money) | $ 400,000,000 | ||||||||||||
Aggregate offering | $ 30,000,000 | ||||||||||||
Private Placement Offering [Member] | |||||||||||||
Number of shares issued upon new issue | shares | 452,314 | ||||||||||||
Value of common stock issued | $ 1,470,000 | ||||||||||||
March 2017 Private Placement [Member] | |||||||||||||
Total gross proceeds from private placement | $ 9,200,000 | ||||||||||||
Number of shares issued upon new issue | shares | 3,588,620 | ||||||||||||
Description of public or private offerings | "Anti-dilution Expiry Date" means the earliest to occur of (i) the business day after we raise $10 million or more in one or more public or private offerings within six months of the applicable purchase date for the 2017 Private Placement Investors, or (ii) the six-month anniversary of the applicable purchase date for the 2017 Private Placement Investors. | ||||||||||||
Derivative liability - anti-dilution feature | $ 378,600 | ||||||||||||
March 2017 Private Placement [Member] | Warrant [Member] | |||||||||||||
Number of shares issued upon new issue | shares | 3,588,620 | ||||||||||||
Exercise price | $ / shares | $ 3 | $ 2.55 | |||||||||||
Vesting period | 2 years | ||||||||||||
Public Offering [Member] | |||||||||||||
Number of shares issued upon new issue | shares | 10,350,000 | ||||||||||||
Issuance of common stock from at-the-market financing facility, net of issuance costs | $ 23,288,000 | ||||||||||||
April 2017 Private Placement [Member] | |||||||||||||
Total gross proceeds from private placement | $ 2,700,000 | ||||||||||||
Number of shares issued upon new issue | shares | 1,069,603 | ||||||||||||
April 2017 Private Placement [Member] | Warrant [Member] | |||||||||||||
Number of shares issued upon new issue | shares | 1,069,603 | ||||||||||||
Exercise price | $ / shares | $ 3 | ||||||||||||
Vesting period | 2 years | ||||||||||||
ATM Financing Facility [Member] | |||||||||||||
Number of shares issued upon new issue | shares | 1,543,364 | ||||||||||||
Issuance of common stock from at-the-market financing facility, net of issuance costs | $ 6,151,000 | ||||||||||||
Tyme Inc [Member] | Private Placement Offering [Member] | |||||||||||||
Total gross proceeds from private placement | $ 6,790,000 | ||||||||||||
Adjustment Shares Escrow Agreement [Member] | |||||||||||||
Number of share issued for escrow shares remain | shares | 3,500,000 | ||||||||||||
Adjustment Shares Escrow Agreement [Member] | Maximum [Member] | |||||||||||||
Number of share issued for escrow shares remain | shares | 3,500,000 | ||||||||||||
Adjustment Shares Escrow Agreement [Member] | Litigation Case - Escrow Shares [Member] | |||||||||||||
Number of share issued for escrow shares remain | shares | 3,500,000 | ||||||||||||
Description of action taken by plaintiff | Asserts causes of actions for (i) a declaratory judgment declaring that the relevant contracts require the 3,500,000 escrowed Adjustment Shares to be released to the Company; (ii) breach of contract for failure to deliver the 3,500,000 escrowed Adjustment Shares to the Company; (iii) conversion for the depositors willful and malicious interference with the Company’s rights to the Adjustment Shares; and (iv) replevin for the escrow agent’s refusal to surrender the escrowed Adjustment Shares to the Company. | ||||||||||||
Number of asserted counterclaims | Number | 2 | ||||||||||||
Number of shares refused to be issued to depositor | shares | 17,200,000 | ||||||||||||
Price per share to be issued to depositor | $ / shares | $ 1.1626 | ||||||||||||
Damaged value of purchase price common stock | $ 144,000,000 | ||||||||||||
Domicile of litigation | Commercial Division of the Supreme Court of New York | ||||||||||||
Registration Rights Agreement [Member] | Tyme Inc [Member] | PPO Subscription Note [Member] | |||||||||||||
Percentage of registration rights | 9.00% | ||||||||||||
Percentage of shares increased | 15.00% | ||||||||||||
Securities Purchase Agreement [Member] | Private Placement Offering [Member] | |||||||||||||
Common Stock, Par Value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Total gross proceeds from private placement | $ 3,100,000 | $ 3,000,000 | |||||||||||
Offering cost | $ 67,718 | $ 34,000 | |||||||||||
Number of shares issued upon new issue | shares | 775,000 | 750,000 | |||||||||||
Securities Purchase Agreement [Member] | Private Placement Offering [Member] | Warrant [Member] | |||||||||||||
Number of shares issued upon new issue | shares | 461,384 | 446,500 | |||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | |||||||||||
Common stock purchase warrants outstanding and exercisable | shares | 5,556,107 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Warrant Activity (Detail) - Warrant [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning | 4,556,038 | 937,651 |
Granted | 1,069,603 | 3,618,387 |
Exercised | (10,000) | |
Cancelled | 0 | 0 |
Outstanding at ending | 5,615,641 | 4,556,038 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Exercise price per share [Roll Forward] | ||
Outstanding at beginning | $ 3.42 | $ 5 |
Granted | 3 | 3.02 |
Exercised | 3 | |
Cancelled | 0 | 0 |
Outstanding at ending | $ 3.34 | $ 3.42 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | Nov. 22, 2017USD ($)$ / sharesshares | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 05, 2015USD ($) | Sep. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares |
Commitment And Contingencies [Line Items] | |||||
Number of contracts | 2 | ||||
Contractual obligation | $ 1,700,000 | ||||
Contractual obligation paid | $ 600,000 | ||||
Number of shares granted | shares | 1,920,120 | ||||
Exercise Price of option | $ / shares | $ 3.78 | ||||
Chief Scientific Affairs Officer [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Annual Officers' Compensation | $ 200,000 | ||||
Share Price | $ / shares | $ 4.31 | ||||
Projected qualified offering | $ 10,000,000 | ||||
Annual Officers' Bonus | $ 155,000 | ||||
Employment contract period | 1 year | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | shares | 112,500 | ||||
Renewable additional contract period | 1 year | ||||
Contractual agreement | The Agreement (i) could renew for an additional one-year term unless timely notice of nonrenewal is given or the Employment Agreement is earlier terminated, (ii) provides for severance, in the event of termination by the Company without cause (as defined in the Agreement), equal to six months’ salary (as in effect at the time of termination) and immediate vesting of 112,500 options for Company common stock and (iii) contemplates the establishment of a performance bonus opportunity based upon the achievement of performance criteria and goals approved by the Board and conditioned on Mr. Eckard’s continued employment by the Company. The Board plans to establish a performance bonus plan during the Company’s fiscal year ending March 31, 2019. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested | shares | 50,000 | ||||
Stock Option Vesting Period | 4 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 50,000 vested upon execution of the Eckard Employment Agreement. The balance of the options is scheduled to vest over a four-year term in equal annual installments beginning on the one-year anniversary of the options' grant date, conditioned on continued employment by the Company on the applicable vesting date. | ||||
Chief Scientific Affairs Officer [Member] | Maximum [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Number of shares available for grants | shares | 500,000 | ||||
Chief Scientific Affairs Officer [Member] | Scenario, Plan [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Annual Officers' Compensation | $ 355,000 | ||||
Chief Financial Officer [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Stock Option Vesting Period | 6 months | ||||
Stock Issued During Period, Value | $ 213,000 | ||||
Stock Issued During Period, Shares | shares | 129,957 | ||||
Exercise Price of option | $ / shares | $ 4.10 | ||||
Stock options contractual term | 2 years | ||||
Employment Agreements [Member] | Mr. Steven Hoffman [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Annual Officers' Compensation | $ 450,000 | ||||
Agreement term | 5 years | ||||
Employment Agreements [Member] | Chief Operating Officer [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Annual Officers' Compensation | $ 450,000 | ||||
Agreement term | 5 years | ||||
Letter Agreements [Member] | President [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Annual Officers' Compensation | $ 450,000 | ||||
Number of shares granted | shares | 1,500,000 | ||||
Share Price | $ / shares | $ 2.95 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Luminant Biosciences, LLC [Member] | |||||
Due from stockholders settled by the bonus compensation payments | $ 342,250 | ||||
Due from stockholders settled by personal reimbursement | $ 13,516 | ||||
Drinker, Biddle & Reath LLP ("DBR") [Member] | |||||
Legal expenses | $ 111,000 | 1,819,000 | $ 1,477,000 | $ 0 | |
Capitalized legal expenses | 200,000 | ||||
Accounts payable and accrued expenses payable | $ 384,000 | $ 1,303,000 | |||
Mr. Steven Hoffman [Member] | |||||
Material cost | $ 170,000 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) | May 09, 2016 | Mar. 10, 2015 | Mar. 05, 2015 | Feb. 28, 2018 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Unrecognized compensation expense | $ 9,656,000 | $ 13,375,000 | |||||||
Unrecognized compensation expense recognition period | 1 year 2 months 27 days | ||||||||
Allocated compensation expense | $ 1,137,000 | $ 7,689,334 | $ 7,725,000 | $ 811,000 | |||||
Grant date fair value of options granted | $ 6.99 | $ 2.72 | $ 5.34 | $ 5.12 | |||||
Independent Directors, Special Advisor And Five Advisory Board Members [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Description of compensation paid terms | One-half to be paid in cash on a quarterly basis, in arrears, and the remaining one-half of the compensation to be paid in the form of Company common stock on a quarterly basis, in arrears, with the shares valued at the closing sale price of the Company common stock on the last trading day of the applicable quarterly period. | ||||||||
General and Administrative Expense [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Allocated compensation expense | $ 1,137,000 | $ 4,123,000 | $ 5,100,000 | $ 811,000 | |||||
Research and development expense [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Allocated compensation expense | $ 0 | $ 3,566,000 | $ 2,625,000 | $ 0 | |||||
2015 Equity Incentive Plan [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Number of common shares authorized | 10,000,000 | ||||||||
Maximum number of awards issued | 3,333,333 | ||||||||
Award expiration period | 10 years | ||||||||
Equity incentive plan, available percentage of common stock share issued and outstanding | 12.50% | ||||||||
Number of shares available for grants | 7,363,190 | ||||||||
2016 Director Plan [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Number of common shares authorized | 750,000 | ||||||||
Number of shares available for grants | 25,000 | ||||||||
Stock option granted in future | 10,000 | ||||||||
Term of stock option awards | (i) (A) for current members, an immediate stock option grant of 25,000 shares at fair market value (as defined in the 2016 Director Plan to generally mean the closing stock price per share on the date of grant); or (B) for future members initially appointed, an immediate stock option grant of 25,000 shares at fair market value; and (ii) beginning with the 2017 annual meeting, for members who are reelected as members of the Board, an annual stock option grant of 10,000 shares at fair market value. Each of these stock option awards will vest 50% on the date of grant and 50% on the first anniversary of the date of grant. These stock option awards are in addition to the annual payment of $50,000 in cash fees to non-employee directors. | ||||||||
Annual payment of cash fees to non-employee directors | $ 50,000 | ||||||||
Number of shares available for grants | 600,000 | ||||||||
Allocated compensation expense | $ 50,000 | ||||||||
Allocated compensation expense for cash awards | $ 50,000 | ||||||||
Equity Incentive Plan 2015 and 2016 [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Share price (in dollars per share) | $ 2.23 | ||||||||
Intrinsic value of the exercised option | $ 7,065 | ||||||||
Director Compensation Plan [Member] | |||||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||
Officer compensation | $ 100,000 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Assumptions Utilized to Estimate the Fair Value of Stock Options Granted (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Summary Of Stock Option Activities [Line Items] | ||||
Risk free interest rate | 1.40% | 1.65% | ||
Expected volatility | 79.00% | 82.90% | ||
Expected term | 5 years | 5 years | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Summary Of Stock Option Activities [Line Items] | ||||
Risk free interest rate | 1.74% | 1.57% | ||
Expected volatility | 65.95% | 80.74% | ||
Expected term | 1 year | 5 years | ||
Maximum [Member] | ||||
Summary Of Stock Option Activities [Line Items] | ||||
Risk free interest rate | 2.70% | 2.49% | ||
Expected volatility | 90.32% | 92.33% | ||
Expected term | 10 years | 10 years |
Equity Incentive Plan - Sched48
Equity Incentive Plan - Schedule of Stock Options (Detail) | 12 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning | shares | 4,039,444 |
Granted | shares | 1,920,120 |
Exercised | shares | (2,048) |
Forfeited/Cancelled | shares | (519,444) |
Outstanding at ending | shares | 5,438,072 |
Options exercisable | shares | 2,891,909 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 6.15 |
Granted | $ / shares | 3.78 |
Exercised | $ / shares | 2.70 |
Forfeited/Cancelled | $ / shares | 8.23 |
Outstanding at ending | $ / shares | 5.11 |
Options exercisable | $ / shares | $ 5.50 |
Equity Incentive Plan - Sched49
Equity Incentive Plan - Schedule of Stock Option by Exercise Price Range (Detail) - Exercise Price $2.50 - $8.75 [Member] | 12 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Stock Options Outstanding | |
Number Outstanding | shares | 5,438,072 |
Weighted Average Exercise Price | $ / shares | $ 5.11 |
Weighted Average Remaining Life (in years) | 8 years 2 months 12 days |
Aggregate Intrinsic Value | $ | $ 0 |
Stock Options Vested | |
Stock Options Vested | shares | 2,891,909 |
Weighted Average Exercise Price | $ / shares | $ 5.50 |
Weighted Average Remaining Life (Years) | 7 years 9 months 11 days |
Aggregate Intrinsic Value | $ | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||||||||||||
Loss before income taxes | $ (5,313,133) | $ (5,561,265) | $ (5,222,157) | $ (2,872,938) | $ (3,083,567) | $ (2,990,949) | $ (3,120,939) | $ (6,011,326) | $ (2,751,127) | $ (2,058,778) | $ (2,316,316) | $ (1,750,286) | $ (18,969,493) | $ (15,206,781) | $ (11,726,818) | |
Increase (decrease) in valuation allowance | (383,025) | |||||||||||||||
Gross federal net operating loss carryforwards | 27,300,000 | 27,300,000 | ||||||||||||||
Gross federal research and development tax credit carryforwards | 483,000 | 483,000 | ||||||||||||||
Gross unrecognized tax benefits | $ 469,167 | $ 617,233 | $ 331,545 | $ 469,167 | $ 617,233 | |||||||||||
Corporate tax rate | 21.00% | 34.00% | 35.00% | 31.50% | 34.00% | 34.00% | ||||||||||
Reduction in deferred tax | $ 3,200,000 | |||||||||||||||
Provisional income tax | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Detail) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 5,736,229 | $ 5,747,394 |
Research and development credit carryforward | 410,369 | 310,727 |
Stock options - NQSOs | 2,759,122 | 3,178,381 |
Accruals and other temporary differences | 757,567 | 809,810 |
Gross deferred tax assets | 9,663,287 | 10,046,312 |
Deferred tax valuation allowance | (9,663,287) | (10,046,312) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Benefit (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2016 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
U.S. statutory income tax rate | 21.00% | 34.00% | 35.00% | 31.50% | 34.00% | 34.00% |
State income taxes, net of federal benefit | 4.90% | 7.90% | ||||
Stock options | (14.10%) | (7.00%) | ||||
Permanent differences | 0.60% | (12.80%) | ||||
Tax rate change | (21.70%) | (27.70%) | (5.40%) | |||
Provision to return true-up | 15.60% | 7.30% | 8.00% | |||
R&D credit carryforwards | 1.50% | 0.50% | 0.80% | 1.80% | ||
Valuation allowance | (20.20%) | 2.10% | (36.70%) | (38.90%) | ||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at beginning of year | $ 617,233 | $ 331,545 |
Increases (decreases) in tax positions for current period | (148,066) | 285,688 |
Gross unrecognized tax benefits at end of year | $ 469,167 | $ 617,233 |
Quarterly Information (unaudi54
Quarterly Information (unaudited) - Schedule of Quarterly Information (unaudited) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | |
Operating expenses: | |||||||||||||||
Research and development | $ 2,437,392 | $ 2,585,991 | $ 2,551,920 | $ 1,264,358 | $ 1,649,898 | $ 1,745,681 | $ 1,130,468 | $ 1,585,540 | $ 808,472 | $ 1,161,563 | $ 1,357,394 | $ 790,692 | $ 8,839,661 | $ 6,111,587 | $ 3,823,966 |
General and administrative | 2,875,741 | 2,975,274 | 2,744,998 | 1,924,204 | 1,433,669 | 1,245,268 | 1,990,471 | 4,425,786 | 1,942,655 | 1,273,470 | 958,922 | 959,594 | 10,520,217 | 9,095,194 | 4,775,806 |
Total operating expenses | 5,313,133 | 5,561,265 | 5,296,918 | 3,188,562 | 3,083,567 | 2,990,949 | 3,120,939 | 6,011,326 | 2,751,127 | 2,435,033 | 2,316,316 | 1,750,286 | 19,359,878 | 15,206,781 | 8,599,772 |
Loss from operations | (5,313,133) | (5,561,265) | (5,296,918) | (3,188,562) | (3,083,567) | (2,990,949) | (3,120,939) | (6,011,326) | (2,751,127) | (2,435,033) | (2,316,316) | (1,750,286) | (19,359,878) | (15,206,781) | (8,599,772) |
Interest expense | 0 | 0 | 0 | 0 | 3,503,301 | ||||||||||
Other income | (74,761) | (315,624) | (376,255) | (390,385) | (376,255) | ||||||||||
Loss before income taxes | (5,313,133) | (5,561,265) | (5,222,157) | (2,872,938) | (3,083,567) | (2,990,949) | (3,120,939) | (6,011,326) | (2,751,127) | (2,058,778) | (2,316,316) | (1,750,286) | (18,969,493) | (15,206,781) | (11,726,818) |
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | $ (5,313,133) | $ (5,561,265) | $ (5,222,157) | $ (2,872,938) | $ (3,083,567) | $ (2,990,949) | $ (3,120,939) | $ (6,011,326) | $ (2,751,127) | $ (2,058,778) | $ (2,316,316) | $ (1,750,286) | $ (18,969,493) | $ (15,206,781) | $ (11,726,818) |
Basic and diluted loss per common share | $ (0.06) | $ (0.06) | $ (0.06) | $ (0.03) | $ (0.04) | $ (0.04) | $ (0.04) | $ (0.07) | $ (0.03) | $ (0.03) | $ (0.03) | $ (0.02) | $ (0.21) | $ (0.18) | $ (0.15) |
Basic and diluted weighted average shares outstanding | 93,829,568 | 89,929,161 | 89,321,067 | 89,258,377 | 85,089,905 | 84,517,074 | 84,177,838 | 84,119,728 | 83,796,260 | 82,189,523 | 86,013,196 | 86,007,313 | 90,567,476 | 84,454,587 | 77,848,850 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | May 24, 2018USD ($)shares | Apr. 30, 2018USD ($)ft² | Mar. 31, 2018shares |
2015 Equity Incentive Plan [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares available for grants | shares | 7,363,190 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Lease office space | ft² | 4,752 | ||
Lease term | 28 months | ||
Cumulative monthly rent paid in advance and held in escrow | $ 566,427 | ||
Lease costs per year | $ 250,000 | ||
Subsequent Event [Member] | Mr. Steven Hoffman [Member] | |||
Subsequent Event [Line Items] | |||
Bonus | $ 297,000 | ||
Subsequent Event [Member] | Other Employees [Member] | |||
Subsequent Event [Line Items] | |||
Bonus | $ 870,000 | ||
Subsequent Event [Member] | Non Executive Employee [Member] | 2015 Equity Incentive Plan [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares available for grants | shares | 750,000 |