Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 17, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Enumeral Biomedical Holdings, Inc. | |
Entity Central Index Key | 1,561,551 | |
Document Type | 10-Q | |
Trading Symbol | ENUM | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 128,409,788 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,401,006 | $ 3,162,400 |
Accounts receivable | 189,068 | |
Prepaid expenses and other current assets | 212,238 | 47,317 |
Total current assets | 1,613,244 | 3,398,785 |
Property and equipment, net | 816,569 | 902,097 |
Other assets: | ||
Restricted cash | 534,780 | 534,780 |
Other assets | 107,955 | 111,556 |
Total assets | 3,072,548 | 4,947,218 |
Current liabilities: | ||
Accounts payable | 314,850 | 308,857 |
Accrued expenses | 522,077 | 386,355 |
Deferred revenue | 14,505 | |
Equipment lease financing | 193,436 | 251,631 |
Total current liabilities | 1,030,363 | 961,348 |
Deferred rent, net of current portion | 66,950 | 63,116 |
Long-term equipment lease financing | 11,193 | 14,840 |
Total liabilities | 1,108,506 | 1,039,304 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | ||
Common stock, $0.001 par value; 300,000,000 shares authorized: 128,409,788 and 128,343,122 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 128,410 | 128,343 |
Additional paid-in-capital | 30,112,417 | 30,044,778 |
Accumulated deficit | (28,276,785) | (26,265,207) |
Total stockholders' equity | 1,964,042 | 3,907,914 |
Total liabilities and stockholders' equity | $ 3,072,548 | $ 4,947,218 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 128,409,788 | 128,343,122 |
Common stock, outstanding | 128,409,788 | 128,343,122 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Collaboration and license revenue | $ 316,018 | |
Grant revenue | 14,505 | 118,439 |
Total revenue | 14,505 | 434,457 |
Cost of revenue and expenses: | ||
Research and development | 1,146,115 | 1,470,043 |
General and administrative | 869,798 | 1,194,334 |
Total cost of revenue and expenses | 2,015,913 | 2,664,377 |
Loss from operations | (2,001,408) | (2,229,920) |
Other income (expense): | ||
Interest expense, net | (1,894) | (3,567) |
Warrant expense | (8,276) | |
Change in fair value of derivative liabilities | 678,435 | |
Total other income (expense), net | (10,170) | 674,868 |
Net loss before income taxes | (2,011,578) | (1,555,052) |
Provision for income taxes | ||
Net loss | $ (2,011,578) | $ (1,555,052) |
Basic net loss per share (in dollars per share) | $ (0.02) | $ (0.03) |
Diluted net loss per share (in dollars per share) | $ (0.02) | $ (0.03) |
Weighted-average number of common shares outstanding - basic (in shares) | 128,359,419 | 52,068,784 |
Weighted-average number of common shares outstandiing - diluted (in shares) | 128,359,419 | 52,068,784 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (2,011,578) | $ (1,555,052) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 115,019 | 185,855 |
Stock-based compensation | 59,430 | 333,811 |
Warrant expense | 8,276 | |
Change in fair value of derivative liabilities | (678,435) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 189,068 | (84,932) |
Prepaid expenses and other assets | (161,320) | 103,084 |
Accounts payable | 5,993 | 96,377 |
Accrued expenses | 135,722 | (66,312) |
Deferred rent | 3,834 | 9,259 |
Deferred revenue | (14,505) | (43,513) |
Net cash used in operating activities | (1,670,061) | (1,699,858) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (29,491) | |
Net cash used in investing activities | (29,491) | |
Cash flows from financing activities: | ||
Payments on equipment lease financing | (61,842) | (59,100) |
Net cash used in financing activities | (61,842) | (59,100) |
Net decrease in cash and cash equivalents | (1,761,394) | (1,758,958) |
Cash and cash equivalents, beginning of period | 3,162,400 | 3,596,262 |
Cash and cash equivalents, end of period | 1,401,006 | 1,837,304 |
Supplemental cash flow disclosure of financing activities: | ||
Cash paid for interest | $ 2,794 | $ 5,536 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | 1 - NATURE OF BUSINESS Enumeral Biomedical Corp. (“Enumeral”) was founded in 2009 in the State of Delaware as Enumeral Technologies, Inc. The name was later changed to Enumeral Biomedical Corp. On July 31, 2014, Enumeral entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Enumeral Biomedical Holdings, Inc., which was formerly known as Cerulean Group, Inc. (“Enumeral Biomedical” or the “Company”), and Enumeral Acquisition Corp., a wholly owned subsidiary of Enumeral Biomedical (“Acquisition Sub”), pursuant to which the Acquisition Sub merged with and into Enumeral (the “Merger”). Enumeral was the surviving corporation in the Merger and became a wholly owned subsidiary of the Company. As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of Enumeral Biomedical Holdings, Inc. Following the Merger, the Company has continued Enumeral’s business of discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. The Company’s focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immune-modulatory receptors. The concept of stimulating the immune system to fight cancer was first advanced more than a century ago, but it is only recently that the field of immuno-oncology has seen clinical success, with marketing approvals being granted for antibodies that block CTLA-4 (Yervoy® (ipilimumab)) and PD-1 (Keytruda® (pembrolizumab) and Opdivo® (nivolumab)), and PD-L1 (Tecentriq® (atezolizumab)). Use of these drugs has established that durable anti-tumor responses can be elicited in some patients by blocking the checkpoints that normally suppress the human immune response against cancer cells. The success of these drugs suggests that immuno-oncology may fundamentally alter the course of cancer treatment. In the Company’s lead antibody program, the Company has characterized certain anti-PD-1 antibodies, or simply “PD-1 antibodies,” using patient biopsy samples, in an effort to identify next generation PD-1 antagonists with enhanced selectivity for the immune effector cells that carry out anti-tumor functions. The Company has identified two antagonist PD-1 antibodies that inhibit PD-1 activity in different ways. The distinction is that one of the antibodies (ENUM 388D4) blocks binding of the ligand PD-L1 to PD-1, while the other antibody (ENUM 244C8) does not inhibit PD-L1 binding. However, both display activity in various biological assays. In addition to the Company’s PD-1 antibody program, the Company is developing antibody drug candidates for a number of other immunomodulatory protein targets, including TIM-3, CD39, and TIGIT. The Company is also pursuing several antibody programs for which the Company has not yet publicly disclosed the targets. The Company’s proprietary platform technology, exclusively licensed from the Massachusetts Institute of Technology, or MIT, is a microwell array technology that detects secreted molecules (such as antibodies and cytokines) and cell surface markers, at the level of single, live cells – and enables recovery of single, live cells of interest. The platform technology can be used to achieve at least three separate, but complementary, objectives. First, the Company uses the platform to rapidly produce antibody libraries with high diversity. Second, the platform has the potential to guide rational selection of lead candidates derived from these libraries, through characterization of immune function at the level of single cells from human biopsy samples. Third, it has the potential to identify patients more likely than others to benefit from treatment with a given therapeutic antibody. Thus, the Company’s platform is a multipurpose tool that is valuable for activities ranging from antibody discovery to target discovery to patient stratification in clinical development. The platform yields multidimensional, functional read-outs from single live cells, such as tumor infiltrating lymphocytes, or TILs, from human tumor biopsy samples, and it enables the Company to examine the responses of different classes of human immune cells to treatment with immuno-modulators in the context of human disease, as opposed to animal models of disease. To date, the Company’s proof-of-concept corporate collaborations have provided minimal revenue. In addition, the Company’s business has not generated (nor does the Company anticipate that in the foreseeable future it will generate) the cash necessary to finance its operations. The Company expects to continue to incur losses and negative cash flows from operations for the foreseeable future, and will require additional capital to continue its operations beyond June 2017. The Company continues to be a “smaller reporting company,” as defined under the Exchange Act, and an “emerging growth company” under the Jump Start Our Business Startup (JOBS) Act of 2012. The Company believes that as a result of the Merger, it has ceased to be a “shell company” (as such term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
GOING CONCERN AND LIQUIDITY | 2 - GOING CONCERN AND LIQUIDITY The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, or GAAP, which contemplate the Company’s continuation as a going concern. As of March 31, 2017, the Company had cash and cash equivalents of $1,401,006. The Company’s continuation as a going concern is dependent upon the Company attaining profitable operations, generating continued cash payments from partners under new or existing contracts and raising additional capital, through public or private equity offerings, debt financings, or strategic collaborations and licensing arrangements. Since the Company’s inception in 2009, it has incurred significant net losses and negative cash flows from operations. As of March 31, 2017, the Company had an accumulated deficit of $28,276,785. The Company’s recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. On May 19, 2017, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with certain accredited investors, pursuant to which these investors purchased 668 Units (the “2017 Units”) of the Company’s securities, at a purchase price of $1,000 per Unit (the “2017 Unit Offering”). Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). The Company received an aggregate of $668,000 in gross cash proceeds, before deducting placement agent fees and expenses, in connection with the sale of the 2017 Units. The Company expects to use the net proceeds of approximately $548,000 from the sale of the 2017 Units to fund the Company’s research and development, general corporate expenses and working capital. Additional information concerning the 2017 Unit Offering is presented below in Note 12, “Subsequent Event.” As of the date of this filing, and after giving effect to the net proceeds from the closing of the 2017 Unit Offering, the Company believes it has sufficient liquidity to fund operations into June 2017. The Company’s liquidity is highly dependent on its ability to obtain additional capital in the near future. The Company is currently exploring a range of potential transactions, which may include public or private equity offerings, debt financings, collaborations and licensing arrangements, and/or other strategic alternatives, including a merger, sale of assets or other similar transactions. If the Company is unable to raise additional capital on terms acceptable to the Company and on a timely basis, the Company will be required to downsize or wind down its operations through liquidation, bankruptcy, or a sale of its assets. In addition, to the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Company’s common stock. The issuance of these securities could also result in significant dilution to some or all of the Company’s stockholders, depending on the terms of the transaction. The unaudited condensed consolidated financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The Company expects to incur significant expenses and operating losses for the foreseeable future, and the Company’s net losses may fluctuate significantly from quarter to quarter and from year to year. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the 2016 Financial Statements as filed on the Company's Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Fair Value of Financial Instruments Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures The three levels are defined as follows: · Level 1 · Level 2 · Level 3 The Company’s cash equivalents, carried at fair value, are comprised of investments in federal agency backed money market funds. The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016: March 31, Quoted Prices in Observable Unobservable Assets Cash $ 262,499 $ 262,499 $ - $ - Money market funds, included in cash equivalents $ 1,138,507 $ 1,138,507 $ - $ - December 31, Quoted Prices in Observable Unobservable Assets Cash $ 1,137,633 $ 1,137,633 $ - $ - Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ - $ - There have been no other material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: March 31, December 31, 2017 2016 Laboratory equipment $ 2,398,685 $ 2,398,685 Computer equipment and software 145,376 115,885 Furniture, fixtures and office equipment 73,734 73,734 Leasehold improvements 75,262 75,262 Property and equipment, gross 2,693,057 2,663,566 Less - Accumulated depreciation and amortization (1,876,488 ) (1,761,469 ) Property and equipment, net $ 816,569 $ 902,097 Depreciation and amortization expense for the three months ended March 31, 2017 and 2016 was $115,019 and $185,855, respectively. |
RESTRICTED CASH
RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2017 | |
Restricted Cash and Investments [Abstract] | |
RESTRICTED CASH | 5 - RESTRICTED CASH The Company held $534,780 in restricted cash as of March 31, 2017 and December 31, 2016, respectively. The balances are primarily held on deposit with a bank to collateralize a standby letter of credit in the name of the Company’s facility lessor in accordance with the Company’s facility lease agreement. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 6 - ACCRUED EXPENSES The Company’s accrued expenses consist of the following as of: March 31, December 31, 2017 2016 Accrued wages and benefits $ 153,500 $ 222,141 Accrued outsourced services 218,970 - Accrued professional fees 124,250 130,350 Accrued other 25,357 33,864 Total accrued expenses $ 522,077 $ 386,355 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | 7 – DEBT Equipment Lease Financing In December 2015, the Company and Fountain Leasing 2013 LP (“Fountain”) entered into a master lease agreement and related transaction documents, pursuant to which Fountain provided the Company with $506,944 for the purchase of research and development lab equipment (the “Fountain Lease”). Fountain’s security under the Fountain Lease is the equipment purchased and a security deposit in the amount of $101,389. The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% for the final 12 months of the initial term. The Company has recorded current equipment lease financing of $193,436 and long-term equipment lease financing of $11,193 as of March 31, 2017. The Company has recorded current equipment lease financing of $251,631 and long-term equipment lease financing of $14,840 as of December 31, 2016. The equipment has been included in property and equipment on the Company’s unaudited condensed consolidated balance sheets. Future payments on the equipment lease financing are as follows: For the twelve months ended March 31, Amount 2018 $ 197,708 2019 11,406 Total equipment lease financing payments $ 209,114 As of March 31, 2017 Amount Current equipment lease financing payments $ 197,708 Less: Amount representing interest (4,272 ) Current equipment lease financing, net $ 193,436 Long-term equipment lease financing payments $ 11,406 Less: Amount representing interest (213 ) Long-term equipment lease financing, net $ 11,193 |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 8 - COMMITMENTS Operating Leases In March 2015, the Company relocated its offices and research laboratories to 200 CambridgePark Drive in Cambridge, Massachusetts. The Company is leasing 16,825 square feet at this facility (the “Premises”) pursuant to Indenture of Lease (the “Lease”) that the Company entered into in November 2014. The term of the Lease is for five years, and the initial base rent is $42.50 per square foot, or approximately $715,062 on an annual basis. The base rent will increase incrementally over the term of the Lease, reaching approximately $804,739 on an annual basis in the fifth year of the term. In addition, the Company is obligated to pay a proportionate share of the operating expenses and applicable taxes associated with the premises, as calculated pursuant to the terms of the Lease. The Company is also obligated to deliver a security deposit to the landlord in the amount of $529,699, either in the form of cash or an irrevocable letter of credit. The Company has recorded deferred rent in connection with the Lease as of March 31, 2017 and December 31, 2016 in the amount of $66,950 and $63,116, respectively. The Company has recorded prepaid rent in connection with the Lease as of March 31, 2017 in the amount of $99,115. The Company did not record prepaid rent in connection with the Lease as of December 31, 2016. In addition, the Company maintained a small corporate office at 1370 Broadway in New York, New York, at an annual rent of $23,100. The lease for the Company’s New York office expired on December 31, 2016. Rent expense was $297,505 and $332,339 for the three months ended March 31, 2017 and 2016, respectively. Future operating lease commitments are as follows: For the twelve months ended March 31, Amount 2018 $ 760,532 2019 783,302 2020 737,678 Total $ 2,281,512 Employment Agreements The Company has employment letter agreements with certain members of management which contain provisions for continued payments of minimum annual salaries and severance benefits in the event of certain terminations of employment. |
LICENSE AGREEMENT AND RELATED-P
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 9 - LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS License Agreement In April 2011, Enumeral licensed certain intellectual property from the Massachusetts Institute of Technology (“MIT”), then a related party (as one of Enumeral’s scientific co-founders was an employee of MIT), pursuant to an Exclusive License Agreement (as subsequently amended, the “License Agreement”), in exchange for the payment of upfront license fees and a commitment to pay annual license fees, patent costs, milestone payments, royalties on sublicense income and, upon product commercialization, royalties on the sales of products covered by the licenses or income from corporate partners, and the issuance of 66,303 shares of Enumeral common stock (which were subsequently converted into 73,074 shares of the Company’s common stock in connection with the July 2014 Merger). The License Agreement also initially contained certain participation rights and anti-dilution rights, pursuant to which MIT received additional shares of Enumeral common stock. These participation and anti-dilution rights were removed in a subsequent amendment to the License Agreement. The intellectual property portfolio under the License Agreement includes patents owned by Harvard University or co-owned by MIT and The Whitehead Institute, or MIT and Massachusetts General Hospital. In addition to potential future royalty and milestone payments that Enumeral may have to pay MIT per the terms of the License Agreement, Enumeral paid an annual fee of $50,000 in 2017, and is obligated to pay $50,000 every year hereafter unless the License Agreement is terminated. No royalty payments have been payable as Enumeral has not commercialized any products as set forth in the License Agreement. All amounts incurred related to the license fees have been expensed as research and development expenses by Enumeral as incurred. The Company incurred $12,500 and $10,000 in the three months ended March 31, 2017 and 2016, respectively. Enumeral reimburses the costs to MIT and Harvard University for the continued prosecution of the licensed patent estate. For the three months ended March 31, 2017 and 2016, Enumeral paid $12,506 and $94,645 for MIT and $19,373 and $5,278 for Harvard, respectively. The Company had accounts payable and accrued expenses of $14,664 and $43,053 associated with the reimbursement of costs to MIT and Harvard as of March 31, 2017 and December 31, 2016, respectively. Consulting Agreements In September 2014, the Company and Dr. Buckland entered into a Scientific Advisory Board Agreement (the “SAB Agreement”), which replaced Dr. Buckland’s previous consulting agreement and pursuant to which Dr. Buckland serves as chairman of the Company’s Scientific Advisory Board. In September 2016, the Company and Dr. Buckland entered into an amendment to the SAB Agreement to extend the term of the agreement to September 2017. Pursuant to the terms of the SAB Agreement, Dr. Buckland will receive compensation on an hourly or per diem basis, either in cash or, at Dr. Buckland’s election, in options to purchase the Company’s common stock. The SAB Agreement limits the total amount of compensation payable to Dr. Buckland at $100,000 over any rolling 12-month period. During the three months ended March 31, 2017 the Company recorded $3,000 of expense related to the SAB agreement. During the three months ended March 31, 2016 the Company recorded no expense related to the SAB agreement. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 10 - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Stock Options On July 31, 2014, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2014 Equity Incentive Plan (the “2014 Plan”), which reserves a total of 8,100,000 shares of the Company’s common stock for incentive awards. Generally, shares that are expired, terminated, surrendered or cancelled without having been fully exercised will be available for future awards. As of March 31, 2017, there were 915,035 shares available for issuance under the 2014 Plan to eligible employees, non-employee directors and consultants. This number is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, or other change in the Company’s capitalization. During the three months ended March 31, 2017 and 2016, there were 308,333 and 1,468,182 stock options granted to employees, directors or consultants with weighted-average grant date fair values, using the Black-Scholes pricing model, of $0.12 and $0.16, respectively. The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date: For the three months ended March 31, 2017 Expected Volatility 115% - 116% Risk-free interest rate 1.93% - 2.09% Expected term (in years) 5.0 – 6.0 Expected dividend yield 0% Stock-based compensation expense for stock options was $54,440 and $293,445 for the three months ended March 31, 2017 and 2016, respectively. The Company has an aggregate of $285,972 of unrecognized stock-based compensation expense for stock options as of March 31, 2017 to be amortized over a weighted average period of 1.4 years which excludes $385,275 of unrecognized stock-based compensation expense for stock options of certain awards that vest upon performance-based criteria which are not considered probable to occur as of March 31, 2017. In connection with Wael Fayad’s appointment as the Company’s Chairman, Chief Executive Officer and President in September 2016, the Company granted Mr. Fayad 1,750,000 options to purchase the Company’s common stock outside of the 2014 Plan, and 850,000 options to purchase the Company’s common stock under the 2014 Plan. A summary of aggregate stock option activity both under the 2014 Plan and outside of the 2014 Plan for the three months ended March 31, 2017 is as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Shares Price Term (years) Outstanding as of December 31, 2016 7,670,823 $ 0.41 8.8 Granted 308,333 $ 0.15 Canceled (26,016 ) $ 0.54 Outstanding as of March 31, 2017 7,953,140 $ 0.40 8.6 Exercisable as of March 31, 2017 4,008,568 $ 0.48 8.2 The aggregate intrinsic value of stock options exercisable as of March 31, 2017 was $3,202. The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock as of the unaudited condensed consolidated balance sheet date. Restricted Stock Stock-based compensation expense for restricted stock awards was $4,990 and $40,366 for the three months ended March 31, 2017 and 2016, respectively. A summary of restricted stock activity for the three months ended March 31, 2017 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock as of December 31, 2016 - Issuance of restricted stock 66,666 $ 0.15 Vested (16,667 ) $ 0.15 Balance of unvested restricted stock as of March 31, 2017 49,999 $ 0.15 The Company has an aggregate of $4,990 of unrecognized stock-based compensation expense for restricted stock awards as of March 31, 2017 to be amortized over a weighted average period of 0.5 years. Warrants A summary of the warrants outstanding as of March 31, 2017 is as follows: Exercise Warrant Type Warrants Price PPO 14,686,510 $ 2.00 PPO Agent 2,000,000 $ 0.125 Enumeral Series B Financing 421,968 $ 0.726 Enumeral 2014 Convertible Promissory Note Financing 765,357 $ 0.245 2016 Placement Agent 4,880,655 $ 0.0625 (1) Total 22,754,490 1) On March 21, 2017 the exercise price of the 2016 Placement Agent Warrants, as defined below, was reduced from $0.125 per share to $0.0625 per share. Warrant Issuance Transactions On July 29, 2016, the Company entered into a Subscription Agreement with certain accredited investors (the “Buyers”), pursuant to which the Buyers purchased the Company’s 12% Senior Secured Promissory Notes (the “2016 Notes”) in the aggregate principal amount of $3,038,256 (the “2016 Note Offering”). On December 12, 2016, the Company consummated an offer to amend and exercise certain outstanding warrants to purchase an aggregate of 21,549,510 shares of its common stock originally issued to investors who participated in the Company’s July 31, 2014 private placement financing (the “Warrant Tender Offer”). Pursuant to the Warrant Tender Offer, an aggregate of 6,863,000 warrants were tendered by their holders, and the Company received gross proceeds in the amount of $3,431,500 for the issuance of 27,452,000 shares of the Company’s common stock. In addition, pursuant to the Warrant Tender Offer, the full principal balance and accrued interest of the 2016 Notes was converted into 48,806,545 shares of the Company’s common stock. In connection with the conversion of the 2016 Notes and pursuant to the terms of the placement agent agreement associated with the 2016 Notes, the Company issued warrants to purchase 4,880,655 shares of the Company’s common stock at an exercise price of $0.125 per share to designees of the placement agent (the “2016 Placement Agent Warrants”). On March 21, 2017, the Company entered into an amendment with the holders of the 2016 Placement Agent Warrants to reduce the exercise price of such warrants from $0.125 per share to $0.0625 per share in consideration of the past efforts as well as future support and cooperation of the agent and its designees on behalf of the Company. The estimated fair value of these warrants at the time of the amendment was determined to be $601,144 using the Black-Sholes pricing model and the following assumptions: expected term of 9.7 years, exercise price of $0.0625 per share, 126.0% volatility, a risk-free rate of 2.43%, and no expected dividends. The Company recorded expense of $8,276 as a result of this amendment. Derivative Liability Warrants (Amended in connection with the Warrant Tender Offer) PPO and PPO Agent Warrants In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Company’s common stock in connection with the Company’s private placement offering that closed on July 31, 2014 (the “PPO”), of which warrants to purchase 21,549,510 shares of the Company’s common stock had an exercise price of $2.00 per share and were issued to the investors in the PPO, and warrants to purchase 2,000,000 shares of the Company’s common stock had an exercise price of $1.00 per share and were issued to the placement agents for the PPO (or their affiliates). Due to a price protection provision included in the warrant agreements, the warrants were deemed to be and were recorded as a derivative liability. As such, these outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statement of operations. Square 1 Financing In connection with a financing with Square 1 Bank in December 2011, Enumeral issued to Square 1 Bank warrants to purchase an aggregate of 33,944 shares of Series A convertible preferred stock at an exercise price of $1.16 per share, exercisable for seven years. In July 2014, as part of the Merger, these warrants were converted into a warrant to purchase 54,245 shares of the Company’s common stock at an exercise price of $0.726 per share. These warrants were exercised in connection with the Warrant Tender Offer. Derivative Liability Re-Measurement The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants during the three months ended March 31, 2016. The Company recorded income of $678,435 for the three months ended March 31, 2016 due to the change in the fair value of the warrants for that period. Outstanding warrants were revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liabilities on the unaudited condensed consolidated statements of operations. Due to the Warrant Tender Offer, and removal of the anti-dilution provisions in connection with the Warrant Tender Offer, the derivative liabilities were re-valued on December 12, 2016 and any remaining value was reclassified to equity upon extinguishment of the derivative liabilities. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 11 - CONCENTRATIONS During the three months ended March 31, 2017, the Company recorded revenue from one entity in excess of 10% of the Company’s total revenue in the amount of $14,505, which represented 100% of the Company’s total revenue for that period. During the three months ended March 31, 2016, the Company recorded revenue from two entities in excess of 10% of the Company’s total revenue in the amounts of $316,018 and $118,439, which represented 73% and 27% of the Company’s total revenue for that period. As of March 31, 2017, the Company had no outstanding accounts receivable balance. As of December 31, 2016, accounts receivable consisted of amounts due from two entities which represented 64% and 36% of the Company’s total outstanding accounts receivable balance, respectively. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Event | |
SUBSEQUENT EVENT | 12 – SUBSEQUENT EVENT On May 19, 2017 (the “Closing Date”), the Company entered into a Subscription Agreement (the “Subscription Agreement”) with certain accredited investors, pursuant to which these investors (the “Holders”) purchased 668 Units (the “2017 Units”) of the Company’s securities, at a purchase price of $1,000 per Unit (the “2017 Unit Offering”). Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). The Company received an aggregate of $668,000 in gross cash proceeds, before deducting placement agent fees and expenses, in connection with the sale of the 2017 Units. The Company expects to use the net proceeds of approximately $548,000 from the sale of the 2017 Units to fund the Company’s research and development, general corporate expenses and working capital. The Company may hold additional closings of the 2017 Unit Offering, subject to an extension of up to 30 days following May 19, 2017, upon the mutual agreement of the Company and the Placement Agents (as defined below). There is no guarantee that the Company will be able to consummate additional closings of the 2017 Unit Offering during this extension period. Interest on the 2017 Notes is payable on the face value of the 2017 Notes at the rate of 12% per annum, which is cumulative and due and payable in shares of Common Stock (the “Interest Shares”). The 2017 Notes have a stated maturity date of 12 months from the Closing Date. The 2017 Notes will rank senior to all existing indebtedness of the Company, except as otherwise set forth in the 2017 Notes. In the event of any liquidation, dissolution or winding up of the Company, the Holders will be entitled to receive, out of assets available therefor, an amount equal to 124% of the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon. In the event of a sale of the Company during the term of the 2017 Notes, at the closing of such sale, at the option of each Holder, the Holders will be entitled to receive an amount equal to 200% of the outstanding principal amount of the 2017 Notes and the associated accrued and unpaid interest due thereon; provided, that such amount will be paid in either cash or securities of the acquiring entity at such acquiring entity’s discretion. The 2017 Notes are convertible at the option of the Holders, in whole or in part, into shares of Common Stock (the “Conversion Shares” and together with the Interest Shares, the “Repayment Shares”) at any time after the earlier of (i) the date a registration statement registering the Repayment Shares is declared effective by the SEC or (ii) six months after the date of the initial closing of the 2017 Unit Offering. If no conversion has taken place within 12 months after the Closing Date the 2017 Notes, together with accrued and unpaid interest thereon, will automatically convert into the Repayment Shares. The conversion price per share of Common Stock in either event listed above is the lesser of (i) $0.10 per share (subject to adjustment in certain circumstances), or (ii) 75% of the volume weighted average price of the Common Stock during 10 consecutive trading days ending on the trading day immediately prior to the conversion date, subject to a floor of $0.03 per share (which floor is subject to “full ratchet” adjustment in certain circumstances if the Company issues Common Stock, or Common Stock equivalents, at a price below $0.03 per share of Common Stock, and to proportionate adjustment in certain other circumstances). The 2017 Notes provide that the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon, will convert automatically into Common Stock on the date on which the Company completes and closes an offering involving the sale of at least $5,000,000 of equity securities or securities convertible into or exercisable for equity securities by the Company (a “Qualified Financing”). At the closing of a Qualified Financing, all outstanding principal and accrued interest then due on the 2017 Notes shall automatically be converted into a number of shares of Common Stock based upon a 25% discount to the lesser of (i) the lowest price at which Common Stock is sold in the Qualified Financing, or (ii) the lowest price at which securities sold in the Qualified Financing can be exercised for or converted into Common Stock. The Company’s obligations under the 2017 Notes are secured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date, among the Grantors (as defined below), the Holders and the collateral agent for the Holders named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a wholly-owned subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract. Pursuant to the terms of a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the 2017 Unit Offering (the “Placement Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of the 2017 Unit Offering (the “Placement Agent Cash Fee”). The Placement Agency Agreement also provides that the Placement Agents, or their designees, will receive five-year warrants (the “2017 Placement Agent Warrants”) to purchase a number of shares of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issued at each closing of the 2017 Unit Offering, based on a conversion price of $0.10 per share. In accordance with the terms of the Placement Agency Agreement, on the Closing Date the Company issued 2017 Placement Agent Warrants to purchase an aggregate of 768,200 shares of Common Stock on the terms set forth above to the Placement Agents. The Placement Agency Agreement also provides that if, within 12 months of the first closing of the 2017 Unit Offering, the Company completes a financing or similar transaction (a “Subsequent Financing”) with a party introduced to the Company by the Placement Agents in connection with the 2017 Unit Offering, and a Placement Agent does not participate in such financing or similar transaction, the Placement Agent shall be entitled to receive a Placement Agent Cash Fee and 2017 Placement Agent Warrants for such Subsequent Financing in the same manner as calculated for the 2017 Unit Offering. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using GAAP for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the 2016 Financial Statements as filed on the Company's Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenue and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures The three levels are defined as follows: · Level 1 · Level 2 · Level 3 The Company’s cash equivalents, carried at fair value, are comprised of investments in federal agency backed money market funds. The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016: March 31, Quoted Prices in Observable Unobservable Assets Cash $ 262,499 $ 262,499 $ - $ - Money market funds, included in cash equivalents $ 1,138,507 $ 1,138,507 $ - $ - December 31, Quoted Prices in Observable Unobservable Assets Cash $ 1,137,633 $ 1,137,633 $ - $ - Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ - $ - There have been no other material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 28, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured at fair value | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016: March 31, Quoted Prices in Observable Unobservable Assets Cash $ 262,499 $ 262,499 $ - $ - Money market funds, included in cash equivalents $ 1,138,507 $ 1,138,507 $ - $ - December 31, Quoted Prices in Observable Unobservable Assets Cash $ 1,137,633 $ 1,137,633 $ - $ - Money market funds, included in cash equivalents $ 2,024,767 $ 2,024,767 $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consist of the following: March 31, December 31, 2017 2016 Laboratory equipment $ 2,398,685 $ 2,398,685 Computer equipment and software 145,376 115,885 Furniture, fixtures and office equipment 73,734 73,734 Leasehold improvements 75,262 75,262 Property and equipment, gross 2,693,057 2,663,566 Less - Accumulated depreciation and amortization (1,876,488 ) (1,761,469 ) Property and equipment, net $ 816,569 $ 902,097 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | The Company’s accrued expenses consist of the following as of: March 31, December 31, 2017 2016 Accrued wages and benefits $ 153,500 $ 222,141 Accrued outsourced services 218,970 - Accrued professional fees 124,250 130,350 Accrued other 25,357 33,864 Total accrued expenses $ 522,077 $ 386,355 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments | Future payments on the equipment lease financing are as follows: For the twelve months ended March 31, Amount 2018 $ 197,708 2019 11,406 Total equipment lease financing payments $ 209,114 As of March 31, 2017 Amount Current equipment lease financing payments $ 197,708 Less: Amount representing interest (4,272 ) Current equipment lease financing, net $ 193,436 Long-term equipment lease financing payments $ 11,406 Less: Amount representing interest (213 ) Long-term equipment lease financing, net $ 11,193 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future operating lease commitments | Future operating lease commitments are as follows: For the twelve months ended March 31, Amount 2018 $ 760,532 2019 783,302 2020 737,678 Total $ 2,281,512 |
STOCK OPTIONS, RESTRICTED STO24
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions | The Company estimates the fair value of each stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions and the assumptions regarding the fair value of the underlying common stock on each measurement date: For the three months ended March 31, 2017 Expected Volatility 115% - 116% Risk-free interest rate 1.93% - 2.09% Expected term (in years) 5.0 – 6.0 Expected dividend yield 0% |
Schedule of stock option activity | A summary of aggregate stock option activity both under the 2014 Plan and outside of the 2014 Plan for the three months ended March 31, 2017 is as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Shares Price Term (years) Outstanding as of December 31, 2016 7,670,823 $ 0.41 8.8 Granted 308,333 $ 0.15 Canceled (26,016 ) $ 0.54 Outstanding as of March 31, 2017 7,953,140 $ 0.40 8.6 Exercisable as of March 31, 2017 4,008,568 $ 0.48 8.2 |
Schedule of restricted stock activity | A summary of restricted stock activity for the three months ended March 31, 2017 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock as of December 31, 2016 - Issuance of restricted stock 66,666 $ 0.15 Vested (16,667 ) $ 0.15 Balance of unvested restricted stock as of March 31, 2017 49,999 $ 0.15 |
Schedule of warrant activity | A summary of the warrants outstanding as of March 31, 2017 is as follows: Exercise Warrant Type Warrants Price PPO 14,686,510 $ 2.00 PPO Agent 2,000,000 $ 0.125 Enumeral Series B Financing 421,968 $ 0.726 Enumeral 2014 Convertible Promissory Note Financing 765,357 $ 0.245 2016 Placement Agent 4,880,655 $ 0.0625 (1) Total 22,754,490 1) On March 21, 2017 the exercise price of the 2016 Placement Agent Warrants, as defined below, was reduced from $0.125 per share to $0.0625 per share. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash | $ 262,499 | $ 1,137,633 |
Money market funds, included in cash equivalents | 1,138,507 | 2,024,767 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 262,499 | 1,137,633 |
Money market funds, included in cash equivalents | 1,138,507 | 2,024,767 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Money market funds, included in cash equivalents | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Money market funds, included in cash equivalents |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Details Narrative) - USD ($) | May 19, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | $ 1,401,006 | $ 3,162,400 | $ 1,837,304 | $ 3,596,262 | |
Accumulated defict | $ (28,276,785) | $ (26,265,207) | |||
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Subsequent Event [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Accredited Investors [Member] | |||||
Number of units issued | 668 | ||||
Unit price (in dollars per share) | $ 1,000 | ||||
Description of each unit composition | Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). | ||||
Gross proceeds from issuance of units | $ 668,000 | ||||
Net proceeds from issuance of units | $ 548,000 | ||||
Subsequent Event [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Accredited Investors [Member] | Warrant [Member] | |||||
Number common shares called by each warrant | 11,500 | ||||
Common stock, at par value (in dollars per share) | $ 0.001 | ||||
Warrant exercise price (in dollars per share) | $ 0.10 | ||||
Warrant term | 5 years | ||||
Subsequent Event [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Accredited Investors [Member] | 12% Senior Secured Promissory Notes (2017 Notes) [Member] | |||||
Debt face amount | $ 1,150 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,693,057 | $ 2,663,566 |
Less - Accumulated depreciation and amortization | (1,876,488) | (1,761,469) |
Property and equipment, net | 816,569 | 902,097 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,398,685 | 2,398,685 |
Computer/Office Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 145,376 | 115,885 |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 73,734 | 73,734 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 75,262 | $ 75,262 |
PROPERTY AND EQUIPMENT, NET (28
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 115,019 | $ 185,855 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Investments [Abstract] | ||
Restricted cash | $ 534,780 | $ 534,780 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued wages and benefits | $ 153,500 | $ 222,141 |
Accrued outsourced services | 218,970 | |
Accrued professional fees | 124,250 | 130,350 |
Accrued other | 25,357 | 33,864 |
Total accrued expenses | $ 522,077 | $ 386,355 |
DEBT (Details)
DEBT (Details) | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 197,708 |
2,019 | 11,406 |
Total equipment lease financing payments | 209,114 |
Current equipment lease financing payments | 197,708 |
Less: Amount representing interest | (4,272) |
Current equipment lease financing, net | 193,436 |
Long-term equipment lease financing payments | 11,406 |
Less: Amount representing interest | (213) |
Long-term equipment lease financing, net | $ 11,193 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current equipment lease financing, net | $ 193,436 | $ 251,631 | |
Long-term equipment lease financing, net | $ 11,193 | $ 14,840 | |
Equipment Lease Financing [Member] | |||
Description of lease | The initial term of the Fountain Lease is 36 months, with payments of $21,545 per month for the first 24 months and then $1,267 for the 12 months thereafter. Pursuant to the terms of the Fountain Lease, the Company has an option at the end of the initial term to purchase the equipment for the greater of $25,347 or current fair market value, provided that such amount shall not be in excess of $152,083. In addition, the Company also has the option to extend the Fountain Lease for an additional 12 month period at a rate of $8,872 per month with the right at the end of such extension term to purchase the equipment for fair value or to return the equipment to Fountain. The Fountain Lease has a lease rate factor of 4.25% per month for the first 24 months and 0.25% for the final 12 months of the initial term. | ||
Master Lease Agreement [Member] | Fountain Leasing 2013 LP [Member] | Laboratory Equipment [Member] | |||
Lease amount | $ 506,944 | ||
Security deposit | 101,389 | ||
Payments for extended lease, per month | 8,872 | ||
Master Lease Agreement [Member] | Fountain Leasing 2013 LP [Member] | Laboratory Equipment [Member] | First 24 Months [Member] | |||
Payments for lease, per month | $ 21,545 | ||
Lease rate factor | 4.25% | ||
Master Lease Agreement [Member] | Fountain Leasing 2013 LP [Member] | Laboratory Equipment [Member] | 12 Months Thereafter [Member] | |||
Payments for lease, per month | $ 1,267 | ||
Lease rate factor | 0.25% |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 31, 2017USD ($) |
Future operating lease commitments: | |
2,018 | $ 760,532 |
2,019 | 783,302 |
2,020 | 737,678 |
Total future minimum payments due | $ 2,281,512 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2015USD ($)ft² | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | ||||
Initial base rent on an annual basis | $ 23,100 | |||
Lease expiration date | Dec. 31, 2016 | |||
Rent expenses | $ 297,505 | $ 332,339 | ||
Office Lease Two [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lease term | 5 years | |||
Square footage of leased property | ft² | 16,825 | |||
Initial base rent per square foot | $ 42.5 | |||
Initial base rent on an annual basis | 715,062 | |||
Maximum initial base rent on an annual basis | 804,739 | |||
Security deposit agreed to delivered to Landlord | $ 529,699 | |||
Deffered rent | 66,950 | $ 63,116 | ||
Prepaid rent | $ 99,115 |
LICENSE AGREEMENT AND RELATED35
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jul. 31, 2014 | Apr. 30, 2011 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||
Research and development | $ 1,146,115 | $ 1,470,043 | ||||
Stock compensation expense | 59,430 | 333,811 | ||||
Barry Buckland PhD [Member] | Scientific Advisory Board Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting agreement, payment amount | 3,000 | $ 100,000 | ||||
Licensing Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock - license agreement, shares | 66,303 | |||||
Converted common stock - license agreement, shares | 73,074 | |||||
Licensing Agreements [Member] | Harvard [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments for reimbursements | 19,373 | 5,278 | ||||
Accounts payable and accrued expenses | 14,664 | $ 43,053 | ||||
Licensing Agreements [Member] | Massachusetts Institute Of Technology [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development | 12,500 | 10,000 | ||||
Royalty and milestone payments, 2017 | 50,000 | |||||
Payments for reimbursements | 12,506 | $ 94,645 | ||||
Accounts payable and accrued expenses | $ 14,664 | $ 43,053 |
STOCK OPTIONS, RESTRICTED STO36
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected Volatility | 115.00% |
Risk-free interest rate | 1.93% |
Expected term (in years) | 5 years |
Maximum [Member] | |
Expected Volatility | 116.00% |
Risk-free interest rate | 2.09% |
Expected term (in years) | 6 years |
STOCK OPTIONS, RESTRICTED STO37
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning | shares | 7,670,823 |
Granted | shares | 308,333 |
Canceled | shares | (26,016) |
Outstanding at end | shares | 7,953,140 |
Exercisable at end | shares | 4,008,568 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Rollforward] | |
Outstanding at beginning | $ / shares | $ 0.41 |
Granted | $ / shares | 0.15 |
Canceled | $ / shares | 0.54 |
Outstanding at end | $ / shares | 0.40 |
Exercisable at end | $ / shares | $ 0.48 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Rollforward] | |
Outstanding at beginning | 8 years 9 months 18 days |
Outstanding at end | 8 years 7 months 6 days |
Exercisable at end | 8 years 2 months 12 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Rollforward] | |
Exercisable at end | $ | $ 3,202 |
STOCK OPTIONS, RESTRICTED STO38
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance of unvested restricted stock at beginning | |
Issuance of restricted stock | 66,666 |
Vested | (16,667) |
Balance of unvested restricted stock at end | 49,999 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Rollforward] | |
Issuance of restricted stock | $ / shares | $ 0.15 |
Vested | $ / shares | 0.15 |
Balance of unvested restricted stock at end | $ / shares | $ 0.15 |
STOCK OPTIONS, RESTRICTED STO39
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3) - $ / shares | Mar. 31, 2017 | Mar. 21, 2017 | |
Warrants outstanding | 22,754,490 | ||
PPO [Member] | |||
Warrants outstanding | 14,686,510 | ||
Exercise price (in dollars per share) | $ 2 | ||
PPO Agent [Member] | |||
Warrants outstanding | 2,000,000 | ||
Exercise price (in dollars per share) | $ 0.125 | ||
Enumeral Series B Financing [Member] | |||
Warrants outstanding | 421,968 | ||
Exercise price (in dollars per share) | $ 0.726 | ||
Enumeral 2014 Convertible Promissory Note Financing [Member] | |||
Warrants outstanding | 765,357 | ||
Exercise price (in dollars per share) | $ 0.245 | ||
2016 Placement Agent [Member] | |||
Warrants outstanding | 4,880,655 | ||
Exercise price (in dollars per share) | $ 0.0625 | [1] | $ 0.125 |
[1] | On March 21, 2017 the exercise price of the 2016 Placement Agent Warrants, as defined below, was reduced from $0.125 per share to $0.0625 per share. |
STOCK OPTIONS, RESTRICTED STO40
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($) | Mar. 21, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 12, 2016 | Jul. 29, 2016 | Jul. 31, 2014 | |
Intrinsic value of options exercisable | $ 3,202 | ||||||
Warrant outstanding | 22,754,490 | ||||||
Expected dividends | 0.00% | ||||||
Change in fair value of derivative liabilities | $ 678,435 | ||||||
Warrant expense | $ 8,276 | ||||||
Warrant Tender Offer [Member] | |||||||
Number of warrants issued | 27,452,000 | ||||||
Proceeds from issuance of common stock | $ 3,431,500 | ||||||
Warrant Tender Offer [Member] | Private Placement Offering [Member] | |||||||
Number of warrants issued | 6,863,000 | ||||||
12% Senior Secured Promissory Notes (2014 Notes) [Member] | Warrant Tender Offer [Member] | |||||||
Number of shares issued upon conversion | 48,806,545 | ||||||
Minimum [Member] | |||||||
Volatility | 115.00% | ||||||
Risk-free rate | 1.93% | ||||||
Maximum [Member] | |||||||
Volatility | 116.00% | ||||||
Risk-free rate | 2.09% | ||||||
2016 Placement Agent [Member] | |||||||
Warrant outstanding | 4,880,655 | ||||||
Exercise price (in dollars per share) | $ 0.125 | $ 0.0625 | [1] | ||||
Fair value of warrant | $ 601,144 | ||||||
Term of warrants | 9 years 8 months 12 days | ||||||
Volatility | 126.00% | ||||||
Risk-free rate | 2.43% | ||||||
Expected dividends | 0.00% | ||||||
Warrant expense | $ 8,276 | ||||||
2016 Placement Agent [Member] | Minimum [Member] | |||||||
Exercise price (in dollars per share) | $ 0.0625 | ||||||
2016 Placement Agent [Member] | Maximum [Member] | |||||||
Exercise price (in dollars per share) | $ 0.125 | ||||||
Investors [Member] | Warrant Tender Offer [Member] | Private Placement Offering [Member] | |||||||
Number of warrants issued | 21,549,510 | ||||||
Subscription Agreement [Member] | Accredited Investors [Member] | 12% Senior Secured Promissory Notes (2014 Notes) [Member] | |||||||
Debt instrument, face amount | $ 3,038,256 | ||||||
Restricted Stock [Member] | |||||||
Stock based compensation expense | $ 4,990 | $ 40,366 | |||||
Unrecognized compensation expense | $ 4,990 | ||||||
Recognition period | 6 months | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Number of shares authorized | 8,100,000 | ||||||
2014 Equity Incentive Plan [Member] | Offer Letter Agreement [Member] | Mr. Wael Fayad [Member] | |||||||
Number of shares available for grant | 850,000 | ||||||
2014 Equity Incentive Plan [Member] | Employee Stock Option [Member] | |||||||
Number of shares available for grant | 308,333 | 1,468,182 | |||||
Number of shares available for future issuance | 915,035 | ||||||
Stock based compensation expense | $ 54,440 | $ 293,445 | |||||
Unrecognized compensation expense | 285,972 | ||||||
Excluded unrecognized stock-based compensation expense | $ 385,275 | ||||||
Recognition period | 1 year 4 months 24 days | ||||||
Intrinsic value of options exercisable | $ 3,202 | ||||||
Grant date fair value of options granted (in dollars per share) | $ 0.12 | $ 0.16 | |||||
Outside 2014 Equity Incentive Plan [Member] | Offer Letter Agreement [Member] | Mr. Wael Fayad [Member] | |||||||
Number of shares available for grant | 1,750,000 | ||||||
[1] | On March 21, 2017 the exercise price of the 2016 Placement Agent Warrants, as defined below, was reduced from $0.125 per share to $0.0625 per share. |
STOCK OPTIONS, RESTRICTED STO41
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative 1) - $ / shares | 1 Months Ended | ||
Dec. 31, 2011 | Mar. 31, 2017 | Jul. 31, 2014 | |
Warrant outstanding | 22,754,490 | ||
Warrant [Member] | Enumeral Acquisition Corp [Member] | Square 1 Bank [Member] | |||
Number of warrants issued | 33,944 | 54,245 | |
Exercise price (in dollars per share) | $ 1.16 | $ 0.726 | |
Term of warrants | 7 years | ||
Private Placement Offering [Member] | Warrant [Member] | |||
Warrant outstanding | 23,549,510 | ||
Private Placement Offering [Member] | Warrant [Member] | Investors [Member] | |||
Number of warrants issued | 21,549,510 | ||
Exercise price (in dollars per share) | $ 2 | ||
Private Placement Offering [Member] | Warrant [Member] | Placement Agent [Member] | |||
Number of warrants issued | 2,000,000 | ||
Exercise price (in dollars per share) | $ 1 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Sales Revenue, Net [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100.00% | 73.00% | |
Revenues | $ 14,505 | $ 316,018 | |
Sales Revenue, Net [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 27.00% | ||
Revenues | $ 118,439 | ||
Accounts Receivable [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 64.00% | ||
Accounts Receivable [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 36.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 19, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Subsequent Event [Member] | Qualified Financing [Member] | |||
Proceeds from issuance of equity securities | $ 5,000,000 | ||
Percentage of discount of common stock conversion price | 25.00% | ||
Subsequent Event [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Accredited Investors [Member] | |||
Number of units issued | 668 | ||
Unit price (in dollars per share) | $ 1,000 | ||
Description of each unit composition | Each of the 2017 Units consists of (i) a 12% Senior Secured Promissory Note (the “2017 Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor Warrant”) to purchase 11,500 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in certain circumstances). | ||
Gross proceeds from issuance of units | $ 668,000 | ||
Net proceeds from issuance of units | $ 548,000 | ||
Subsequent Event [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Accredited Investors [Member] | Warrant [Member] | |||
Number common shares called by each warrant | 11,500 | ||
Common stock, at par value (in dollars per share) | $ 0.001 | ||
Warrant exercise price (in dollars per share) | $ 0.10 | ||
Warrant term | 5 years | ||
Subsequent Event [Member] | Subscription Agreement [Member] | 2017 Unit Offering [Member] | Accredited Investors [Member] | 12% Senior Secured Promissory Notes (2017 Notes) [Member] | |||
Debt face amount | $ 1,150 | ||
Description of debt payment terms | In the event of any liquidation, dissolution or winding up of the Company, the Holders will be entitled to receive, out of assets available therefor, an amount equal to 124% of the outstanding principal amount of the 2017 Notes, together with accrued and unpaid interest due thereon. In the event of a sale of the Company during the term of the 2017 Notes, at the closing of such sale, at the option of each Holder, the Holders will be entitled to receive an amount equal to 200% of the outstanding principal amount of the 2017 Notes and the associated accrued and unpaid interest due thereon; provided, that such amount will be paid in either cash or securities of the acquiring entity at such acquiring entity’s discretion. | ||
Description of debt conversion terms | The conversion price per share of Common Stock in either event listed above is the lesser of (i) $0.10 per share (subject to adjustment in certain circumstances), or (ii) 75% of the volume weighted average price of the Common Stock during 10 consecutive trading days ending on the trading day immediately prior to the conversion date, subject to a floor of $0.03 per share (which floor is subject to “full ratchet” adjustment in certain circumstances if the Company issues Common Stock, or Common Stock equivalents, at a price below $0.03 per share of Common Stock, and to proportionate adjustment in certain other circumstances). | ||
Description of collateral | Scured, pursuant to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date, among the Grantors (as defined below), the Holders and the collateral agent for the Holders named therein, by a first priority security interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a wholly-owned subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable law or contract. | ||
Subsequent Event [Member] | Placement Agency Agreement [Member] | 2017 Unit Offering [Member] | Placement Agents [Member] | |||
Percentage of placement agent cash fee | 10.00% | ||
Subsequent Event [Member] | Placement Agency Agreement [Member] | 2017 Unit Offering [Member] | Placement Agents [Member] | Warrant [Member] | |||
Warrant exercise price (in dollars per share) | $ 0.05 | ||
Warrant term | 5 years | ||
Description of debt conversion terms | 10% of the number of Conversion Shares issuable upon conversion of the 2017 Notes issued at each closing of the 2017 Unit Offering, | ||
Stock conversion price (in dollars per share) | $ 0.10 | ||
Number of warrant issued | 768,200 |