Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended March 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2019 (the “2019 10-K”). The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The Company’s condensed consolidated financial statements include the accounts of Tyme Technologies, Inc. and its subsidiaries, Tyme Inc. and Luminant. All intercompany transactions and balances have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Principles of Consolidation | The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended March 31, 2019 included in the Company’s 2019 10-K. |
Reclassifications | Reclassifications The Company has reclassified certain prior period amounts to conform to the current period presentation. These reclassifications have no effect on the previously reported net loss or cash flows. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the Company’s consolidated financial statements for cash, accounts payable, and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the severance payable approximates the carrying value, which represents the present value of future severance payments. The fair value of the derivative liability is discussed in Note 6. |
Derivative Warrant Liability | Derivative Warrant Liability Certain freestanding common stock warrants that are related to the issuance of common stock are classified as liabilities and recorded at fair value due to characteristics that require liability accounting, primarily the obligation to issue registered shares of common stock upon notification of exercise and certain price protection provisions. Warrants of this type are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. The Company utilizes Level 3 fair value criteria to measure the fair value of the warrants. As noted in Note 8, Stockholders’ Equity, the Company classifies a warrant to purchase shares of its Common Stock as a liability on its condensed consolidated balance sheet if the warrant is a free-standing financial instrument that contains certain price protection features which cause the warrants to be treated as derivatives. Each warrant of this type is initially recorded at fair value on date of grant using the Monte Carlo simulation model, and is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense) in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted ASU 2016‑02, Leases (Topic 842) Fixed rent expense for the Company's operating leases is recognized on a straight-line basis over the term of a lease and is included in operating expenses on the condensed consolidated statements of operations. Variable lease payments including lease operating expenses are recorded as incurred. The Company elected the optional practical expedients to forgo applying guidance in Topic 842 to short-term leases (leases 12 or fewer months at commencement and no purchase option). The package of expedients allows an entity to forgo reassessing (1) whether a contract contains a lease, (2) classification of leases, and (3) whether capitalized costs associated with a lease meet the definition of “initial direct costs” in Topic 842. The Company elected to use the optional transition method and therefore prior period amounts continue to be reported in accordance with the historic accounting under the previous lease guidance, ASC 840, Leases (Topic 840) Upon adoption, the Company recognized an operating right-of use asset and operating lease liability in its condensed consolidated balance sheet of approximately $0.4 million and $0.1 million, respectively. The Company also classified prepaid rent of $0.3 million as an operating right-of-use asset upon adoption. There were no adjustments to the Company’s opening accumulated deficit upon adoption. The impact of the adoption of Topic 842 on the condensed consolidated balance sheets as of April 1, 2019 was as follows: April 1, 2019 April 1, 2019 Prior to of ASC Topic 842 ASC Topic 842 Adjustment As Adjusted Prepaid rent $ 343,903 $ (343,903 ) $ — Deferred rent $ — $ — $ — Operating right-of-use assets $ — $ 447,897 $ 447,897 Operating lease liability $ — $ 103,994 $ 103,994 In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features |
Stockholders' Equity | Stockholders’ Equity The following summarizes the common stock warrant activity for the six months ended September 30, 2019: Warrant Shares of Common Stock Weighted Average Exercise Price Outstanding at March 31, 2019 4,499,603 $ 3.42 Granted 8,000,000 2.00 Exercised (78,431 ) 3.00 Expired (3,483,521 ) 3.00 Outstanding at September 30, 2019 8,937,651 $ 2.31 At each of September 30, 2019 and March 31, 2019, 8,907,884 and 4,469,836, respectively, of common stock purchase warrants relating to securities purchase agreements were outstanding and exercisable. Warrants The Company has warrants to purchase its common stock outstanding as of September 30, 2019, as follows: Issued Classification Warrants Outstanding Exercise Price Expiration December 2015 Equity 446,500 $ 5.00 December 2025 February 2016 Equity 461,384 5.00 February 2026 July 2016 Equity 29,767 5.00 June 2026 April 2019 Liability 8,000,000 2.00 April 2024 At-the-Market Financing Facility During the six months ended September 30, 2019, the Company did not sell shares under Canaccord ATM. At September 30, 2019 and March 31, 2019, there remained approximately $17.9 million of availability to sell shares through the facility. In the year ended March 31, 2019, the Company raised approximately $5.8 million in gross proceeds through the Canaccord ATM via sale of 2,383,884 shares of Common Stock. The Company incurred $0.2 million of related costs which offset the proceeds. On October 2, 2019, the Company sent notice terminating the Canaccord ATM effective October 12, 2019, and on October 18, 2019, the Company commenced the Jefferies ATM (see Note 14 -Subsequent Events). April 2019 - Registered Offering In April 2019, the Company completed an underwritten registered offering (the “Offering”) of 8,000,000 shares of Common Stock at a price of $1.50 per share. The total net proceeds of the offering were $11.3 million after deducting underwriter’s discounts and before expenses related to the Offering. As part of the Offering, the investors received warrants to purchase up to 8,000,000 shares of the Company’s Common Stock at an exercise price of $2.00 per share (the “Warrants”). The Warrants participate with common stock on a one-for-one basis for distribution dividends or other assets of the Company. The exercise price of the Warrants is subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock. Subject to certain exceptions, if the Company issues or sells Common Stock or other securities convertible into Common Stock during the term of the Warrants at a per share price less than the exercise price of the Warrants, or if the Company subsequently reduces the exercise price of equity-linked instruments that were outstanding on April 2, 2019, the exercise price of the Warrants will be reduced to such lower sale or exercise price. The Company determined that the Warrants should be recorded as a derivative liability on the condensed consolidated balance sheet due to the Warrants’ contractual provisions requiring issuance of registered common shares upon exercise and certain price protection rights. At the issuance date, the Warrants were recorded at the fair value of $7.3 million as determined using the Monte Carlo pricing simulation. The Warrants were re-measured at September 30, 2019 and the change in fair value for the three and six months ending September 30, 2019 of approximately $81 thousand and $3.0 million, respectively, was recorded as a component of other income (expense) within the condensed consolidated statement of operations. The following table details key inputs and assumptions used in the Monte Carlo simulation models used to estimate the fair value of the warrant liability as of September 30, 2019 and April 2, 2019, respectively: September 30, 2019 April 2, 2019 Stock price $ 1.19 $ 1.85 Volatility 58 % 48 % Remaining term (years) 4.51 5.00 Expected dividend yield — — Risk-free rate 1.55 % 2.28 % |
Fair Value Measurements | Fair Value Measurements The carrying amounts reported in the Company’s consolidated financial statements for cash, accounts payable, and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the severance payable approximates the carrying value, which represents the present value of future severance payments. The fair value of the derivative liability is discussed below. Fair value is defined as the price that would be received if selling 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. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1), and the lowest priority to unobservable inputs (Level 3). The Company’s financial assets are classified within the fair value hierarchy based on the lowest level of inputs that is significant to the fair value measurement. The three levels of the fair value hierarchy, and their applicability to the Company’s financial assets, are described below. Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets. Level 2 : Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security. Level 3 : Pricing inputs are unobservable for the assets. Level 3 assets include private investments that are supported by little or no market activity. 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, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. 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 material re-measurements of fair value with respect to financial assets and liabilities, during the periods presented, other than those assets and liabilities that are measured at fair value on a recurring basis. The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. Other than the warrants issued in connection with the issuance of Common Stock from the underwritten registered offering that closed on April 2, 2019, the Company had no assets or liabilities classified as Level 3 as of March 31, 2019 or September 30, 2019. Transfers are calculated on values as of the transfer date. There were no transfers between Levels 1, 2 and 3 during the six months ended September 30, 2019. The fair value of the warrants is considered a Level 3 valuation and was determined using a Monte Carlo simulation model. This model incorporated several assumptions at each valuation date including: the price of the Company’s Common Stock on the date of valuation, its expected volatility, the remaining contractual term of the warrant, the risk free interest rate over the term and estimates of the probability of fundamental transactions occurring (See Note 8 for further discussion of the issuance of Common Stock from an underwritten registered offering). The Company’s financial instruments measured at fair value on a recurring basis are as follows: Description Total Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (Level 1) (Level 2) (Level 3) September 30, 2019 Warrant liability $ 4,264,205 — — $ 4,264,205 March 31, 2019 Warrant liability — — — — The following table summarizes activity for liabilities measured at fair value using Level 3 significant unobservable inputs: September 30, 2019 Beginning balance, March 31, 2019 $ — Fair value of liability-classified warrants issued with common stock 7,283,601 Change in fair value of warrant liability (3,019,396 ) Ending balance $ 4,264,205 |