Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PAVmed Inc. | |
Entity Central Index Key | 1,624,326 | |
Trading Symbol | pavm | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 13,331,211 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 905,656 | $ 585,680 |
Prepaid fees to related party | 25,000 | |
Prepaid expenses and other current assets | 141,843 | 155,490 |
Total current assets | 1,072,499 | 741,170 |
Equipment, net | 21,599 | 18,000 |
Deferred offering costs | 111,249 | |
Total assets | 1,094,098 | 870,419 |
Current liabilities | ||
Accounts payable | 934,208 | 949,413 |
Accrued expenses and other current liabilities | 212,158 | 240,073 |
Series A Warrants | 3,264,309 | |
Derivative liability | 997,898 | |
Total liabilities | 5,408,573 | 1,189,486 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
Series A Convertible Preferred Stock, par value $0.001, 20,000,000 shares authorized; 422,838 and 0 shares of Series A Convertible Preferred Stock issued and outstanding at March 31, 2017 and December 31, 2016, respectively | ||
Stockholders' Deficit | ||
Common stock, par value $0.001; 50,000,000 shares authorized, 13,331,211 and 13,330,811 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 13,331 | 13,331 |
Additional paid-in capital | 7,644,117 | 7,369,437 |
Accumulated deficit | (11,971,923) | (7,701,835) |
Total Stockholders' Deficit | (4,314,475) | (319,067) |
Total Liabilities, Series A Convertible Preferred Stock, and Stockholders' Deficit | $ 1,094,098 | $ 870,419 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Series A Convertible Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Series A Convertible Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Series A Convertible Preferred stock, shares issued | 422,838 | 0 |
Series A Convertible Preferred stock, shares outstanding | 422,838 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 13,331,211 | 13,330,811 |
Common stock, shares outstanding | 13,331,211 | 13,330,811 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Income Statement [Abstract] | |||
Revenue | |||
General and administrative expenses | 1,499,552 | 517,739 | |
Research and development expenses | 656,713 | 179,141 | |
Total operating expenses | 2,156,265 | 696,880 | |
Loss from operations | (2,156,265) | (696,880) | |
Loss on the issuance of Preferred Stock Units | (3,124,285) | ||
Change in fair value of Series A Warrants | 786,397 | ||
Change in fair value of derivative liability | 224,065 | ||
Loss before income tax | (4,270,088) | (696,880) | |
Income tax | |||
Net loss | (4,270,088) | (696,880) | |
Series A Convertible Preferred Stock dividends | [1] | (26,440) | |
Net loss attributable to common stockholders | $ (4,296,528) | $ (696,880) | |
Net loss per common share, basic and diluted (in dollars per share) | $ (0.32) | $ (0.06) | |
Weighted average common shares outstanding - basic and diluted (in shares) | 13,330,891 | 12,250,000 | |
[1] | The Series A Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company's Board of Directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 are payable-in-kind ("PIK") in additional shares of Series A Convertible Preferred Stock. The dividends may be settled, after April 1, 2021, at the option of the Company, through any combination of the issuance of additional Series A Convertible Preferred Stock, common shares, and /or cash payment. As of March 31, 2017, Series A Convertible Preferred Stock dividends totaling $26,440 or a payment-in-kind of 4,422 shares of Series A Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company's Board of Directors has not declared such dividends payable. Accordingly, the Company has not recognized a Series A Convertible Preferred Stock dividend payable liability as of March 31, 2017, and will not recognize such dividend payable liability until such dividends are declared by the Company's Board of Directors. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED STOCK and STOCKHOLDERS' DEFICIT (unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Series A Convertible Preferred Stock | Common Stock | Additional paid-in capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 13,331 | $ 7,369,437 | $ (7,701,835) | $ (319,067) | |
Balance (in shares) at Dec. 31, 2016 | 13,330,811 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Series A Convertible Preferred Stock (in shares) | 422,838 | ||||
Common stock issued upon exercise of warrants | 2,000 | 2,000 | |||
Common stock issued upon exercise of warrants (in shares) | 400 | ||||
Stock-based compensation expense | 272,680 | 272,680 | |||
Net loss | (4,270,088) | (4,270,088) | |||
Balance at Mar. 31, 2017 | $ 13,331 | $ 7,644,117 | $ (11,971,923) | $ (4,314,475) | |
Balance (in shares) at Mar. 31, 2017 | 422,838 | 13,331,211 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (4,270,088) | $ (696,880) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 1,702 | 132 |
Stock-based compensation | 272,680 | |
Loss on the issuance of Preferred Stock Units | 3,124,285 | |
Change in fair value of Series A Warrants | (786,397) | |
Change in fair value of derivative liability | (224,065) | |
Changes in operating assets and liabilities: | ||
Prepaid fee to related party | (25,000) | (25,000) |
Prepaid expenses and other current assets | 13,647 | (57,089) |
Accounts payable | (15,205) | 190,389 |
Accrued expenses and other current liabilities | 83,334 | 69,760 |
Net cash flows used in operating activities | (1,825,107) | (518,688) |
Cash flows from investing activities | ||
Purchase of equipment | (5,301) | (12,528) |
Net cash flows used in investing activities | (5,301) | (12,528) |
Cash flows from financing activities | ||
Proceeds from issuance of Preferred Stock Units | 2,537,012 | |
Payment of offering costs | (388,628) | |
Proceeds from common stock issued upon exercise of warrants | 2,000 | |
Net cash flows provided by financing activities | 2,150,384 | |
Net increase (decrease) in cash | 319,976 | (531,216) |
Cash, beginning of period | 585,680 | 767,268 |
Cash, end of period | 905,656 | $ 236,052 |
Supplemental non-cash financing activities | ||
Fair value of Series A Warrants on issuance dates (aggregate) | 4,050,706 | |
Fair value of derivative liability on issuance dates (aggregate) | $ 1,221,963 |
The Company, Basis of Presentat
The Company, Basis of Presentation, and Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization And Plan Of Business Operations [Abstract] | |
The Company, Description of the Business, and Going Concern | Note 1 — The Company, Description of the Business, and Going Concern PAVmed Inc. (“PAVmed” or the “Company”) was organized under the laws of the State of Delaware on June 26, 2014 originally under the name of PAXmed Inc. On April 19, 2015, the Company changed its name to PAVmed Inc. The Company operates in one segment as a medical device company organized to advance a broad pipeline of innovative medical technologies from concept to commercialization using a business model focused on capital and time efficiency. Initial Public Offering On April 28, 2016, under a registration statement on Form S-1 (File No. 333-203569) declared effective January 29, 2016, the Company's initial public offering (IPO) was consummated with the issuance of 1,060,000 units at an offering price of $5.00 per unit, with each unit consisting of one share of common stock and one warrant (referred to as an "IPO Warrant"). The IPO resulted in gross cash proceeds of $5.3 million and $4.2 million of net cash proceeds, after deducting cash selling agent discounts and commissions and offering expenses. The IPO Warrants became exercisable on October 28, 2016 and expire on January 29, 2022 or earlier upon redemption by the Company under certain conditions. Each IPO Warrant has an exercise price of $5.00. Upon consummation of the IPO, the Company’s 9,560,295 previously outstanding warrants converted into identical warrants issued in the IPO. See Note 12, Convertible Preferred Stock, Stockholders' Deficit, and Warrants In connection with the consummation of the IPO, the units were approved for listing on the Nasdaq Capital Market ("Nasdaq") under the symbol “PAVMU”. Subsequently, the common stock and warrants comprising the units began separate trading on Nasdaq on July 27, 2016 under the symbols “PAVM” and “PAVMW”, respectively, and the unit and symbol PAVMU ceased to be quoted and traded on Nasdaq. Preferred Stock Units Private Placement The Company’s Board of Directors has authorized the issuance of up to a total of 1.25 million Preferred Stock Units, including authorizing 500,000 units on January 21, 2017 and 750,000 units on May 10, 2017. On January 26, 2017, the Company entered into a Securities Purchase Agreement pursuant to which the Company may issue up to an aggregate of $3,000,000 (subject to increase) of Preferred Stock Units at a price of $6.00 per Preferred Stock Unit, in a private placement transaction (Preferred Stock Units private placement). Each Preferred Stock Unit consists of one share of Series A Convertible Preferred Stock and one Series A Warrant. Each share of Series A Convertible Preferred Stock is convertible into a number of shares of common stock equal to the stated value of $6.00 per share divided by the initial conversion price of $6.00, subject to adjustment. Each Series A Warrant is exercisable for one share of common stock at an initial exercise price of $8.00 per share, subject to adjustment. Further, through April 30, 2024, each Series A Warrant may also be exchanged, at the option of the holder, into four Series X Warrants, each of which is exercisable for one share of common stock at $6.00 per share, with such Series X Warrant exercise price not subject-to further adjustment. The Series A Convertible Preferred Stock and Series A Warrants are immediately separable upon their issuance. The Series A Convertible Preferred Stock is not convertible and Series A Warrants are not exercisable, prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). The Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. At the initial closing on January 26, 2017, and at subsequent closings on January 31, 2017 and March 8, 2017, a total of 422,838 Preferred Stock Units were issued for aggregate gross proceeds of approximately $2.5 million and net proceeds of approximately $2.1 million, after payment of placement agent fees and closing costs. The Preferred Stock Units private placement will remain open for subsequent closings, if any, in which the remaining authorized Preferred Stock Units may be issued. See Note 12, Convertible Preferred Stock, Stockholders' Deficit, and Warrants Going Concern The provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern The Company is an early stage and emerging growth company and has not generated any revenues to date. As such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all, the Company completes the development process of its products, including regulatory approvals, and thereafter, begins to commercialize and achieve substantial acceptance in the marketplace for the first of a series of products in its medical device portfolio. The Company incurred net losses of $4,270,088, and had net cash flows used in operating activities of $1,825,107 for the three months ended March 31, 2017. At March 31, 2017, the Company had an accumulated deficit of $11,971,923 and negative working capital of $73,867, including cash of $905,656 (excluding the Series A Warrants and the derivative liability). The Company does not expect to experience positive cash flows from operating activities in the near future, if at all. The Company anticipates incurring operating losses in the near future and may incur operating losses for the next several years as it completes the development of its products and seeks regulatory approvals to market such products. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. The Company estimates, absent any additional sources of cash, it has insufficient resources to fund its operations for the foreseeable future. The Company’s ability to fund its operations is dependent upon management's plans, which include raising additional capital, obtaining regulatory approvals for its products currently under development, commercializing and generating revenues from products currently under development, and continuing to control expenses. The Company has engaged financial advisory firms to assist with its financing efforts, including issuing additional securities under the Preferred Stock Unit private placement - see Note 12, Convertible Preferred Stock, Stockholders Deficit, and Warrants A failure to raise sufficient capital, obtain regulatory approvals for the Company's products, generate sufficient product revenues, or control expenditures, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives, and therefore, raises substantial doubt of the Company's ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. The Company's unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable 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 | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2016 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial information. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any other future periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the fair value of warrants, the fair value of embedded derivatives, stock-based compensation, research and development expenses, the provision or benefit for income taxes and the valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgements, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of the Company's Chief Medical Officer and the costs related to the Company's various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting, as well as rental costs for equipment and access to certain facilities at one of the Company's contract research service providers. Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees directly associated with in-process capital financing as deferred offering costs. The deferred offering costs are recognized as either an offset against the financing proceeds to extent the proceeds are equity classified and as a current period expense to extent the proceeds are liability classified, upon consummation of the offering. The deferred offering costs at December 31, 2016 relate to legal fees incurred with respect to an in-process financing transaction involving a Preferred Stock Units private placement - see Note 12, Convertible Preferred Stock, Shareholders' Deficit, and Warrants Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred, and are classified as general and administrative expenses. The purchase of patent license rights for use in research and development activities are expensed as incurred and are classified as research and development expense. Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is included in the consolidated statement of operations. The useful lives of equipment are as follows: Research and development equipment 5 years Computer equipment 3 years Long-Lived Assets The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented. Fair Value Measurements Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At March 31, 2017 and December 31, 2016, the carrying values of cash, accounts payable, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At March 31, 2017, the carrying values of the warrant and derivative liability are measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement Fair Value Measurement Warrant Liability and Embedded Derivative Liability The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging The Company accounts for warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Warrants that allow for cash settlement or provide for certain modifications of the warrant exercise price are accounted for as derivative liabilities. The Company uses level 3 inputs to value warrants classified as liabilities, as they have down-round provisions which allow the exercise price to be adjusted as a result of certain future financing transactions. The estimated fair values of the warrant liabilities with down-round protection were determined using a Monte Carlo simulation which takes into account the probabilities of certain events occurring over the life of the warrants. The derivative is liability fair value is remeasured at each reporting period, with any decrease or increase in the estimated fair value being recorded in other income (expense). Stock-Based Compensation The Company issues stock-based awards to employees, members of its board of directors, and non-employees. Stock-based awards to employees and members of its board of directors are accounted for in accordance with FASB ASC Topic 718, Stock Compensation, and stock based awards to non-employees are accounted for in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees. The Company measures the compensation expense of stock-based awards granted to employees and members of its board of directors using the grant-date fair value of the award and recognizes compensation expense for stock-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock option award. The Company measures the expense of stock-based awards granted to non-employees on a vesting date basis, fixing the fair value of vested non-employee stock options as of the their respective vesting date. The fair value of vested non-employee stock options is not subject-to-change at subsequent reporting dates. The estimated fair value of the unvested non-employee stock options is remeasured to then current fair value at each subsequent reporting date. The expense of non-employee stock options is recognized on a straight-line basis over the service period, which is generally the vesting period of the respective non-employee stock option award. In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC Topic 740). Current tax liabilities or receivables are recognized for the amount of taxes estimated to be payable or refundable for the current year. Deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood its deferred tax assets will be recovered from future taxable income, and to the extent it deems reasonable, based on available evidence, it is more-likely-than-not all or a portion of the deferred tax assets will not be realized, a valuation allowance reserve is established through a charge to income tax expense. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. The Company's policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of March 31, 2017 and December 31, 2016, or recognized during the three months ended March 31, 2017 and 2016. As of March 31, 2017, the Company does not have any unrecognized tax benefits resulting from uncertain tax positions. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the reporting period, and, if dilutive, the potential dilutive effects of convertible preferred stock (to the extent such preferred stock is eligible for conversion), stock options, unit purchase options, and warrants (to the extent such warrants are eligible to be exercised) using the treasury stock method. Notwithstanding, as the Company's consolidated financial results resulted in a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share, due to the exclusion of incremental shares resulting from common stock equivalents, including convertible preferred stock (to the extent such preferred stock is eligible for conversion), stock options, unit purchase options, and warrants (to the extent such warrants are eligible to be exercised) as inclusion would have been anti-dilutive. As of March 31, 2017, the issued and outstanding Series A Convertible Preferred Stock were not convertible into, and the Series A Warrants were not exercisable for, common stock, as such conversion and /or exercise is not permitted prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). Additionally, the Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. Accordingly, as of March 31, 2017, such stockholder approval had not been obtained, and therefore they are not counted as common stock equivalents for purposes of determining diluted weighted average shares outstanding. Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. JOBS Act Accounting Election The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB ASC Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic. The amendments of ASU 2016-15 add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The guidance of ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Note 3 — Financial Instruments The following fair value hierarchy table presents information about each major category of the Company's financial liabilities measured at fair value on a recurring basis as of March 31, 2017 (there were no such financial liabilities as of December 31, 2016). Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets Significant for Other Significant Identical Observable Unobservable Items Inputs Inputs Level 1 Level 2 Level 3 Total March 31, 2017 Liabilities Series A Warrants $ — $ — $ 3,264,309 $ 3,264,309 Derivative liability — — 997,898 997,898 Total liabilities $ — $ — $ 4,262,207 $ 4,262,207 The Company has issued Series A Warrants to purchase shares of the Company's common stock at the option of the holder. The Series A Warrants are classified on the unaudited condensed consolidated balance sheet as a current liability. The Series A Warrants are initially measured at fair value at the time of issuance and subsequently remeasured at fair value at each reporting period, with changes in fair value recognized as other income or expense in the condensed consolidated statement of operations. See Note 12, Convertible Preferred Stock, Stockholders' Deficit and Warrants Series A Warrants Liability March 31, 2017 Balance at December 31, 2016 $ — Initial fair value on dates of issuance 4,050,706 Change in fair value (786,397 ) Balance at March 31, 2017 $ 3,264,309 The Company has issued Series A Convertible Preferred Stock which is convertible into shares of the Company's common stock at the option of the holder. The Series A Convertible Preferred Stock conversion option is accounted for as an embedded derivative and bifurcated from the Series A Convertible Preferred Stock host instrument. The conversion option embedded derivative is classified on the condensed consolidated balance sheet as a current liability, initially measured at fair value at the time of issuance and subsequently remeasured at fair value at each reporting period, with changes in fair value recognized as other income or expense in the condensed consolidated statement of operations. See Note 12, Convertible Preferred Stock, Stockholders Deficit, and Warrants Series A Preferred Stock Conversion Option Embedded Derivative Liability March 31, 2017 Balance at December 31, 2016 $ — Initial fair value on dates of issuance 1,221,963 Change in fair value (224,065 ) Balance at March 31, 2017 $ 997,898 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Note 4 — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: March 31, December 31, 2017 2016 Security deposits $ 20,850 $ 48,350 Prepaid insurance 14,762 35,947 Advanced payments to suppliers 106,231 71,193 Total prepaid expenses and other current assets $ 141,843 $ 155,490 |
Equipment, Net
Equipment, Net | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | Note 5 — Equipment, Net Equipment, net consisted of the following as of: March 31, December 31, 2017 2016 Research and development equipment $ 13,656 $ 10,156 Computer equipment 13,438 11,637 27,094 21,793 Less: accumulated depreciation (5,495 ) (3,793 ) Equipment, net $ 21,599 $ 18,000 Depreciation expense was $1,702 and $132 for the three months ended March 31, 2017 and 2016, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued expenses and other current liabilities | Note 6 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following for the periods indicated: March 31, December 31, 2017 2016 Accrued bonus payable $ 38,807 $ — Accrued vacation 31,611 28,324 Accrued board of director fees 72,500 72,500 Accrued professional fees — 111,249 Accrued severance 41,240 — Other 28,000 28,000 Total accrued expenses and other current liabilities $ 212,158 $ 240,073 The accrued board of director fees at March 31, 2017 and December 31, 2016 represent amounts payable to all non-executive members of the board of directors, including $10,000 payable to a board member deemed to be a related party, at each of March 31, 2017 and December 31, 2016. The accrued professional fees at December 31, 2016 related to deferred offering costs incurred with respect to the Preferred Stock Units private placement. See Note 12, Convertible Preferred Stock, Stockholders' Deficit, and Warrants The accrued severance at March 31, 2017 relates to the separation agreement with the Company's former Chief Financial Officer (CFO), Richard F. Fitzgerald. In this regard, on March 20, 2017, Mr. Fitzgerald resigned as the Company's CFO and the Company and Mr. Fitzgerald entered into a separation agreement, under which Mr. Fitzgerald executed a general release and waiver in favor of the Company. Mr. Fitzgerald remained a full-time employee through March 31, 2017. In connection with his employment termination, on March 31, 2017, the Company entered into a consulting agreement with Mr. Fitzgerald, providing for his engagement as an advisor at a fee of $10,000 per month and the continuation of health insurance benefits from April 1, 2017 to June 30, 2017, as well as a single $2,200 payment on April 30, 2017 for temporary housing and travel expenses. The Company recognized an expense of $41,240 at March 31, 2017 as an accrued liability related to the termination benefits. Previously, on April 28, 2016, upon the closing of the Company's IPO, Mr. Fitzgerald was granted a stock option to purchase 125,000 shares of the Company's common stock with an exercise price equal to $5.00 per share. On March 31, 2017, the April 28, 2016 stock option agreement was amended, wherein the stock option grant will continue to vest monthly in April, May, and June 2017, and the 48,611 vested stock options will be exercisable until April 28, 2019, with the remaining 76,389 stock options forfeited effective March 31, 2017. In connection with the modification to the stock option grant, the Company recognized $51,389 of stock-based compensation expense related to the stock option modifications at March 31, 2017. The termination benefits and stock-based compensation expense related to Mr. Fitzgerald's employment termination are included in "General and administrative expenses" in the accompanying consolidated statement of operations. Included in "Other" is $10,000 of accrued expenses due to a related party under the HCFP /Strategy Advisory Agreement, with such amount payable at both March 31, 2017 and December 31, 2016. See Note 8, Related Party Transactions In December 2016, the Company reversed the accrued bonus payable previously recognized throughout 2016 as the Company’s board of directors determined no discretionary bonuses would be paid for 2016. In addition, the Company’s Chief Executive Officer ("CEO") waived his right to receive a guaranteed bonus payment due under the CEO Employment Agreement. See Note 9, Commitments and Contingencies |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes In the three months ended March 31, 2017 and 2016, the Company recognized a deferred tax benefit which was fully offset by a corresponding valuation allowance. As required by ASC Topic 740, a "more-likely-than-not" criterion is applied when evaluating the realization of a deferred tax asset. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded it is more-likely-than-not the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of March 31, 2017 and December 31, 2016. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 — Related Party Transactions Effective October 2015, the Company entered into a three-year management services agreement through October 2018 with HCP/Advisors LLC, an affiliate of a director of the Company. Pursuant to the HCP/Advisors LLC agreement, such entity has agreed to provide the Company with certain management services, including without limitation identifying potential corporate opportunities, general business development, corporate development, corporate governance, marketing strategy, strategic development and planning, coordination with service providers, and other advisory services as may be mutually agreed upon. The Company has agreed to pay HCP/Advisors LLC an initial monthly fee of $35,000 commencing as of November 1, 2015, and thereafter, a monthly fee of $25,000 through October 31, 2018. Under this agreement, the Company incurred fees of $75,000 and $75,000 during the three months ended March 31, 2017 and 2016, respectively, which are included in "General and administrative expenses" in the accompanying unaudited condensed consolidated statements of operations. Effective September 2016, the Company entered into a consulting agreement with HCFP /Strategy Advisors LLC, an affiliate of certain directors and officers of the Company (the "HCFP Strategic Advisory Agreement"). Under the HCFP Strategic Advisory Agreement, HCFP /Strategy Advisors had been engaged for an initial term of five months through February 14, 2017, to provide various strategic advisory services, including: to provide strategic business planning, to identify and assist with potential sources of financing arrangements, to promote the Company to various potential investors, and to provide strategic advisory services as reasonably requested by the Company. The HCFP Strategic Advisory Agreement provided for an initial total fee of $110,000, with $30,000 paid upon execution of the agreement and four payments of $20,000 per month from October 2016 to January 2017. Subsequently, on February 17, 2017, the Company and HCFP /Strategy Advisors LLC executed an extension of the HCFP Strategic Advisory Agreement effective as of February 15, 2017, extending the services through May 14, 2017 and obligating the Company to fund three payments of $20,000 per month from February 2017 to April 2017. The Company incurred expense of $60,000 in the three months ended March 31, 2017 under the HCFP Strategic Advisory Agreement, which is included in "General and administrative expenses" in the accompanying unaudited condensed consolidated statements of operations. Effective September 2016, the Company also entered into a consulting agreement with Swartwood Hesse, Inc., an affiliate of HCFP /Strategy Advisors (which, as noted above, is an affiliate of certain directors and officers of the Company) (the "Swartwood Hesse Financial Advisory Agreement"). Under the Swartwood Hesse Financial Advisory Agreement, Swartwood Hesse Inc. has been engaged for an initial term of five months to provide advisory services regarding potential financing arrangements, to assist the Company with its investors relations, and to provide other financial advisory services as reasonably requested by the Company. The Swartwood Hesse Financial Advisory Agreement provides for total fee payments to Swartwood Hesse of $15,000, which was previously paid and recognized as expense upon execution of the agreement. The Company may incur additional fees for investment banking services under a separate written agreement to be executed between the Company and Swartwood Hesse, Inc. In January 2017, the Company entered into an agreement with Xzerta Trading LLC d/b/a HCFP /Capital Markets ("HCFP /Capital Markets"), an affiliate of certain directors and officers of the Company, wherein HCFP /Capital Markets was engaged to be the Company's exclusive placement agent in an offering of securities ("the HCFP /Capital Markets Placement Agent Agreement"), including the Preferred Stock Units private placement transaction. Under the HCFP /Capital Markets Placement Agent Agreement, HCFP /Capital Markets is paid a fee of 7.0% of the gross proceeds realized in the securities offering, plus reimbursement of certain out-of-pocket costs. The term of the HCFP /Capital Markets Placement Agent Agreement is from the January 2017 execution date to the later of June 30, 2017, or the completion or termination of any other potential transactions in conjunction with the Preferred Stock Units private placement. The Company incurred $177,576 of fees paid to HCFP /Capital Markets in connection with the issuances of Preferred Stock Units in the three months ended March 31, 2017, which are included in "Loss on the issuance of preferred stock units" in the accompanying unaudited condensed consolidated statements of operations. Effective October 1, 2016, the Company and Michael J. Glennon, Vice Chairman and a member of the Company's board of directors, entered into a consulting agreement (the "Glennon Consulting Agreement"), under which Mr. Glennon provides the Company with services and advice relating to the successful development and commercialization of medical device products, including interfacing with outsourced contract manufacturers, assisting with development of the supply chain and establishing commercialization channels with independent distributors and strategic corporate partners, and providing such other services as requested by the Company’s Chairman and CEO. As compensation for his services, Mr. Glennon was to be paid an initial payment of $37,500 upon execution of the consulting agreement and a monthly retainer of $12,500 for each month thereafter. Effective as of December 31, 2016, Mr. Glennon and the Company entered into an agreement whereby Mr. Glennon waived his right to compensation under the Glennon Consulting Agreement for the year ended December 31, 2016. Additionally, effective as of March 31, 2017, Mr. Glennon and the Company entered into a second agreement whereby Mr. Glennon waived his right to compensation under the Glennon Consulting Agreement for the period January 1, 2017 through June 30, 2017. The Glennon Consulting Agreement may be terminated by either party upon 30 days’ prior written notice, except either party may terminate the Glennon Consulting Agreement immediately for cause (which includes an uncured material breach of the agreement). The Glennon Consulting Agreement also will terminate immediately if the parties agree to the employment of Mr. Glennon on a full-time basis. Effective November 2016, the Company entered into a consulting agreement with Patrick Glennon, a related-party who is the brother of Michael J. Glennon, Vice Chairman and a member of the Company's board of directors (the "P. Glennon Consulting Agreement"). Under the terms of the P. Glennon Consulting Agreement, Mr. P. Glennon will provide consulting support and advice with respect to the development and commercialization of resorbable ear tubes. The sole compensation for such services is the issuance of 20,000 stock options on November 28, 2016, with an exercise price of $9.50 per share, and vesting ratably on a quarterly basis commencing December 31, 2016 through September 30, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Employment Agreements & Compensation Chief Executive Officer Employment Agreement Effective November 1, 2014, the Company entered into an employment agreement with its CEO (the “CEO Employment Agreement”) for a five-year term, with a current base salary of $295,000 per year. On April 28, 2016, upon consummation of the IPO, the CEO was granted a stock option to purchase 278,726 shares of the Company’s common stock with an exercise price equal to $5.00 per share. The CEO Employment Agreement provides for a guaranteed bonus equal to 50% of base salary, beginning on January 1 of each year effective January 1, 2016. Additionally, the CEO will also be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors. Effective as of December 31, 2016, the CEO agreed to waive his right to the guaranteed bonus for the year ended December 31, 2016. The CEO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the board of directors with “good reason.” Chief Financial Officer Employment Agreement On March 20, 2017, the Company entered into an employment agreement with Dennis M. McGrath, which provides for Mr. McGrath to serve as the Company's Executive Vice President and Chief Financial Officer. The employment agreement is for a two-year term. Mr. McGrath will receive a base salary of $285,000 per year and will be eligible to earn discretionary annual performance bonuses with a target of 50% of his then current base salary, based upon his performance and the Company's performance over the preceding year, as determined by the compensation committee of the Board of Directors. Additionally, the Company will reimburse Mr. McGrath up to $2,250 per month for temporary housing and travel expenses for up to 12 months. In addition, Mr. McGrath was granted a stock option to purchase up to 250,000 shares of common stock, at an exercise price of $5.95 per share. The stock option vests in 12 equal quarterly installments on the last day of each fiscal quarter, commencing on June 30, 2017 through March 31, 2020. The employment agreement with Mr. McGrath contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the board of directors with “good reason.” Chief Medical Officer Employment Agreement Effective July 1, 2016, the Company entered into a five-year employment agreement with its Chief Medical Officer (the “CMO Employment Agreement”) with a base salary of $285,000 per year, plus an initial bonus of $50,000 for services provided before the agreement's effective date. The Chief Medical Officer is eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the compensation committee of the Board of Directors. On April 28, 2016, upon the consummation of the IPO, the Chief Medical Officer was granted a stock option to purchase 278,726 shares of the Company’s common stock with an exercise price equal to $5.00 per share. The CMO Employment Agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than without “cause” or by the CEO with “good reason”. Leases The Company leases office space for its corporate office, which initially provided for two consecutive six month terms beginning on February 1, 2016, rent payments of $9,500 per month and the option to cancel the lease agreement at the end of the initial six-month term at the election of the Company. Subsequently, the lease agreement was amended to add additional office space at an additional rate of $4,400 per month, and extended the lease term through May 31, 2017. In March 2017, the office space was reduced, resulting in a $650 per month reduction of the monthly lease payment. The lease agreement includes a 5% increase in monthly rent effective on each twelve month anniversary. After the May 31, 2017 lease term expiration, the lease term is on a month-to-month basis, which may be cancelled by the Company with three months written notice. At this time, the Company intends to lease the office space on a month-to-month basis after the May 31, 2017 lease term expiration. Total rent expense incurred under the corporate office space lease arrangement was $42,126 and $19,000 for the three months ended March 31, 2017 and 2016, respectively. At March 31, 2017, the Company’s future minimum lease payments totaled $27,450 for the period April 1, 2017 to the May 31, 2017 lease expiration date; and, the future minimum lease payments totaled an additional $140,123 payable for the period June 1, 2017 to March 31, 2018, with respect to the lease arrangement on a month-to-month basis. Additionally, beginning on May 1, 2015, the Company had rented access to a research and development facility for monthly rent of $1,000 on a month-to-month basis, wherein either the landlord or the Company could cancel the rental arrangement at any time. Effective February 28, 2017, the Company ceased use of the research and development facility and canceled the rental arrangement. Total rental expense under this research and development facility lease arrangement amounted to $2,000 and $3,000 for the three months ended March 31, 2017 and 2016, respectively. Legal Proceedings In the normal course of business, from time-to-time, the Company may be subject to claims in legal proceedings. However, the Company does not believe it is currently a party to any pending legal actions. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company's business, financial position, results of operations, or cash flows. |
Agreement Related to Intellectu
Agreement Related to Intellectual Property Right | 3 Months Ended |
Mar. 31, 2017 | |
Intellectual Property Right [Abstract] | |
Agreement Related to Intellectual Property Right | Note 10 — Agreement Related to Intellectual Property Right Tufts Patent License Agreement - Antibiotic-Eluting Resorbable Ear Tubes On November 2, 2016, the Company executed a Patent License Agreement (the “Tufts Patent License Agreement”) with Tufts University and its co-owners, the Massachusetts Eye and Ear Infirmary and Massachusetts General Hospital (the "Licensors”). Pursuant to the Tufts Patent License Agreement, the Licensors granted the Company the exclusive right and license to certain patents in connection with the development and commercialization of antibiotic-eluting resorbable ear tubes based on a proprietary aqueous silk technology conceived and developed by the Licensors. Upon execution of the Tufts Patent License Agreement, the Company paid the Licensors an upfront non-refundable fee of $50,000. The Tufts Patent License Agreement also provides for payments from the Company to the Licensors upon the achievement of certain product development and regulatory clearance milestones as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents. The Company accounted for the Tufts Patent License Agreement as an asset acquisition as the license agreement did not meet the definition of a business pursuant to the guidance prescribed in FASB ASC Topic 805, Business Combinations As of the transaction date, the Company recognized as expense the cost of the acquired intellectual property rights, as required, since this intangible asset purchased from others for use in a research and development activity, and for which there are no alternative future uses. Accordingly, the Company recognized the $50,000 payment as research and development expense in the year ended December 31, 2016. The Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Note 11 — Stock Based Compensation In November 2014, the Company’s board of directors and stockholders adopted the 2014 Long-Term Incentive Equity Plan (the "2014 Stock Plan”). The 2014 Stock Plan is designed to enable the Company to offer employees, officers, directors and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The types of awards that may be granted under the 2014 Stock Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the compensation committee of the Company’s board of directors. The 2014 Stock Plan reserves 1,951,081 shares of common stock for issuance in accordance with the 2014 Stock Plan’s terms. Stock option granted outside of the 2014 Stock Plan amounted to 250,000 in the three months ended March 31, 2017, and 250,854 on April 28, 2016. At March 31, 2017, there were 620,011 shares of common stock available for grant under the 2014 Stock Plan. The following table summarizes information about stock options for the periods presented below: Weighted Number Average Aggregate Stock Exercise Intrinsic Options Price Value Outstanding at December 31, 2016 1,633,313 $ 5.14 Granted 275,000 $ 5.86 Exercised — $ — Forfeited (76,389 ) $ 5.00 Outstanding at March 31, 2017 1,831,924 $ 5.25 $ — Vested and exercisable at March 31, 2017 492,828 $ 5.08 $ — Vested or expected to vest at March 31, 2017 1,831,924 $ 5.25 In March 2017, the Company granted 250,000 stock options to the Company's new Chief Financial Officer, with a ten year contractual term from date of grant, an exercise price of $5.95 per share, and vesting ratably on a quarterly basis commencing June 30, 2017 and ending March 31, 2020. In March 2017, the Company granted 25,000 stock options to a new member of the Company's medical advisory board, with a ten year contractual term from date of grant, an exercise price of $5.01 per share, and vesting ratably on a quarterly basis commencing June 30, 2017 and ending March 31, 2020. In March 2017, in connection with his separation from the Company, 76,389 stock options were forfeited which were previously granted to the Company's former Chief Financial Officer - see below for further information regarding the former Chief Financial Officer's stock options. On April 28, 2016, upon the closing of the Company’s IPO, a total of 1,588,313 stock options were granted, including 961,178 to management, 487,770 to members of the board of directors, and 139,365 to members of the Company’s medical advisory board. The stock options granted on April 28, 2016, have a ten year contractual term from date of grant, an exercise price of $5.00 per share, and vest 3/36 on July 28, 2016, and 1/36 on each successive month thereafter from Aug 28, 2016 to April 28, 2019. In November 2016, the Company granted 25,000 stock options to a new member of the Company's medical advisory board, with a ten year contractual term from date of grant, an exercise price of $10.50 per share, and vesting ratably on a quarterly basis commencing December 31, 2016 and ending September 30, 2019. In November 2016, the Company granted 20,000 stock options to a (related party) consultant, with a ten year contractual term from date of grant, an exercise price of $9.50 per share, and vesting ratably on a quarterly basis commencing December 31, 2016 and ending September 30, 2019. The aggregate intrinsic value is computed as the difference between the exercise price of the underlying stock options and the quoted price of the common stock on March 31, 2016, to the extent the exercise price is less than the quoted price. The weighted average remaining contractual term of stock options outstanding was 9.0 years at March 31, 2017. The weighted average remaining contractual term of stock options vested and exercisable was 8.5 years at March 31, 2017. The stock-based compensation expense related to stock options granted to employees and directors is based on the grant-date fair value, and for stock options granted to non-employees is based on the vesting date fair value, with the cost recognized on a straight-line basis over the award’s requisite service period. Stock-based compensation expense for the three months ended March 31, 2017 and 2016 was recognized as follows: Three Months Ended March 31, 2017 2016 General and administrative expenses $ 242,452 $ — Research and development expenses 30,228 — $ 272,680 $ — Included in general and administrative expenses, is $51,389 of stock-based compensation expense related to the stock option modifications at March 31, 2017 related to the stock option grant previously awarded to the Company's former Chief Financial Officer, Richard F. Fitzgerald. Previously, on April 28, 2016, upon the closing of the Company's IPO, Mr. Fitzgerald was granted a stock option to purchase 125,000 shares of common stock with an exercise price equal to $5.00 per share. On March 31, 2017, the April 28, 2016 stock option agreement was amended wherein the stock option grant will continue to vest monthly in April, May, and June 2017, and the 48,611 vested stock options will be exercisable until April 28, 2019, with the remaining 76,389 stock options forfeited effective March 31, 2017. At March 31, 2017, there was $2,440,452 of total unrecognized compensation cost related to stock options, which is expected to be recognized over the next 2.2 years (which represents the weighted average remaining requisite service periods for such awards). The Company uses the Black-Scholes valuation model to estimate the fair value of stock options. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk- free investments, and the expected dividend yield for the Company’s stock. Stock options issued to employees: The grant date fair value of stock options granted to employees and members of the board of directors during the three months ended March 31, 2017 was $2.90 per share, calculated using the following Black-Scholes valuation model assumptions: Three Months Ended March 31, Risk free interest rate 2.1 % Expected term of stock options (in years) 5.8 Expected stock price volatility 50 % Expected dividend yield 0 % Stock options issued to non-employees: The weighted average fair value of stock options granted to non-employees was $4.23 per share as of March 31, 2017, with such fair value calculated using the following weighted-average Black-Scholes valuation model assumptions: Three Months Ended March 31, Risk free interest rate 2.3 % Expected term of stock options (in years) 9.4 Expected stock price volatility 60 % Expected dividend yield 0 % The weighted-average valuation assumptions for all stock-based awards were determined as follows: Weighted-average risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with the assumed expected option term. Expected term of options: The expected term of stock options represents the period of time options are expected to be outstanding, which for employees is the expected term derived using the simplified method and for non-employees is the contractual term. Expected stock price volatility: The expected volatility is based on historical stock price volatilities of similar entities within the Company’s industry over the period commensurate with the expected term of the stock option. Expected dividend yield: The estimate for annual dividends is $0.00 as the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. |
Convertible Preferred Stock, St
Convertible Preferred Stock, Stockholders' Deficit, and Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Convertible Preferred Stock, Stockholders' Deficit, and Warrants | Note 12 — Convertible Preferred Stock, Stockholders’ Deficit, and Warrants Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights, and preferences as may be determined from time-to-time by the Company's board of directors. As discussed below, at March 31, 2017, a total of 422,838 shares of Series A Convertible Preferred Stock were issued and outstanding. At December 31, 2016 there were no shares of preferred stock issued or outstanding. Preferred Stock Units Private Placement The Company’s Board of Directors has authorized the issuance of up to a total of 1.25 million Preferred Stock Units, including authorizing 500,000 units on January 21, 2017 and 750,000 units on May 10, 2017. On January 26, 2017, the Company entered into a Securities Purchase Agreement pursuant to which the Company may issue up to an aggregate of $3,000,000 (subject to increase) of Preferred Stock Units at a price of $6.00 per Preferred Stock Unit, in a private placement transaction. The Preferred Stock Unit consists of one share of Series A Convertible Preferred Stock and one Series A Warrant. Each share of Series A Convertible Preferred Stock is convertible into a number of shares of common stock equal to the stated value of $6,00 per share divided by the initial conversion price of $6.00, subject to adjustment. Each Series A Warrant is exercisable for one share of common stock at an initial exercise price of $8.00 per share, subject to adjustment. Further, through April 30, 2024, each Series A Warrant may also be exchanged, at the option of the holder, into four Series X Warrants, each of which is exercisable for one share of common stock at $6.00 per share, with such Series X Warrant exercise price not subject to further adjustment. The Series A Convertible Preferred Stock and Series A Warrants are immediately separable upon their issuance. The Series A Convertible Preferred Stock is not convertible and Series A Warrants are not exercisable, prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). The Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective May 21, 2017. At the initial closing on January 26, 2017, and at subsequent closings on January 31, 2017 and March 8, 2017, a total of 422,838 Preferred Stock Units were issued for aggregate gross proceeds of approximately $2.5 million and net proceeds of approximately $2.1 million, after payment of offering costs, including placement agent fees, escrow agent fees, and legal fees. The Preferred Stock Units private placement will remain open for subsequent closings, if any, in which the currently authorized Preferred Stock Units may be issued. As discussed herein below, the Series A Warrants and the Series A Convertible Preferred Stock conversion option were determined to be derivatives under ASC Topic 815, Derivative and Hedging The initial carrying value of the Series A Convertible Preferred Stock is the difference between the Preferred Stock Units issuance gross proceeds less the initial fair values of the Series A Warrants liability and the Series A Convertible Preferred Stock conversion option embedded derivative liability. At issuance, the Series A Convertible Preferred Stock has a carrying value of $0 resulting from the aggregate fair value of the Series A Warrant liability and the Series A Convertible Preferred Stock conversion option embedded derivative liability being in excess of the Preferred Stock Units issuance gross proceeds, with such excess recognized as a current period expense amounting to $2,735,657, before offering costs of $388,628, which were also recognized as a current period expense, resulting in a $3,124,285 loss on the issuance of the Preferred Stock units recognized in the unaudited condensed consolidated statement of operations, summarized as follows: Preferred Stock Units Issue Dates (Aggregate) Preferred Stock Units issuance gross proceeds $ 2,537,012 Less: Series A Warrants initial fair value (4,050,706 ) Less: Conversion option embedded derivative liability initial fair value (1,221,963 ) Excess of fair value over gross proceeds (2,735,657 ) Offering costs (388,628 ) Loss on issuance of Preferred Stock Units $ (3,124,285 ) Series A Convertible Preferred Stock The Series A Convertible Preferred Stock has a par value of $0.001 per share, no voting rights, a stated value of $6.00 per share, and, at the holders’ election, is convertible into a number of shares of common stock equal to the stated value of $6.00 per share divided by the initial conversion price of $6.00, subject to adjustment. The holders of the Series A Convertible Preferred Stock may elect conversion at any time after the Company has obtained shareholder approval of the private placement transaction in accordance with Nasdaq Stock Market Rule 5635(d). The conversion price of the Series A Convertible Preferred Stock will be reduced by a prescribed formula on a weighted average basis should any subsequent issuances of convertible securities by the Company be sold at a price lower than the conversion price of the Series A Convertible Preferred Stock immediately prior to such issuance. The Series A Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company's Board of Directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 are payable-in-kind ("PIK") in additional shares of Series A Convertible Preferred Stock. The dividends may be settled, after April 1, 2021, at the option of the Company, through any combination of the issuance of additional Series A Convertible Preferred Stock, common shares, and /or cash payment. As of March 31, 2017, Series A Convertible Preferred Stock dividends totaling $26,440 or a payment-in-kind of 4,422 shares of Series A Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company's Board of Directors has not declared such dividends payable. Accordingly, the Company has not recognized a Series A Convertible Preferred Stock dividend payable liability as of March 31, 2017, and will not recognize such dividend payable liability until such dividends are declared by the Company's Board of Directors. In the event of a Deemed Liquidation Event as defined in the Certificate of Designation of Preferences, Rights, and Limitations of the Series A Convertible Preferred Stock, the Series A Convertible Preferred Stock can become redeemable at the election of at least two-thirds of holders of the then number of issued and outstanding Series A Convertible Preferred Stock, if the Company fails to effect a dissolution of the Company under the Delaware General Corporation Law within ninety (90) days after such Deemed Liquidation Event. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event, as defined, the holders of the Series A Convertible Preferred Stock then outstanding are entitled to be paid out the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of the common stock, an amount per share equal to the greater of (i) the stated value, plus any dividends accrued but unpaid, or (ii) such amount per share as would have been payable had all the shares of Series A Convertible Preferred Stock been converted into shares of common stock prior to such liquidation, dissolution, winding up, or Deemed Liquidation Event, as defined. As the Deemed Liquidation Event, as defined, is a contingent event, the Series A Convertible Preferred Stock is classified outside of stockholders' equity in temporary ("mezzanine") equity. Further, as the Series A Convertible Preferred Stock is not currently redeemable and redemption is not probable, as a Deemed Liquidation Event, as defined, has not occurred and is not probable, the Series A Convertible Preferred Stock will not be measured at fair value until such time as a redemption trigger occurs which causes redemption to be probable. As discussed above, the Series A Convertible Preferred Stock has a carrying value of $0 resulting from the issuance date fair values of the Series A Warrant liability and the Series A Convertible Preferred Stock conversion option embedded derivative liability being in excess of the Preferred Stock Units issuance gross proceeds, with such excess recognized as a current period expense in the unaudited condensed consolidated statement of operations. Registration Rights Agreement In connection with the Preferred Stock Units private placement, the Company has entered into a registration rights agreement with participating private placement investors, requiring the Company to file a registration statement with the Securities and Exchange Commission registering for resale the maximum number of common shares issuable upon conversion of the issued Series A Convertible Preferred Shares and the exercise of the Series A Warrants or, if converted, the Series X Warrants. The registration rights agreement required the Company to file a registration statement registering the underlying common shares no later than sixty (60) days from the initial closing date of the Preferred Stock Units private placement and to use commercially reasonable best efforts to have such registration statement declared effective no later than one hundred and fifty (150) days from the initial closing date. The Company timely filed the initial registration statement on Form S-1 (File No. 333-216963) with the SEC on March 27, 2017, and on May 5, 2017, the Company filed Amendment No. 1 to the Form S-1. Delays in the filing of the registration statement or maintaining its effectiveness would result in the Company having to pay damages of 2% of each investor's subscription amount on the date of a Filing Failure, Effectiveness Failure, and Maintenance Failure, as well as every 30 th Series A Convertible Preferred Stock Conversion Option Embedded Derivative Liability The Series A Convertible Preferred Stock conversion option (as discussed above), is accounted for as an embedded derivative, and bifurcated from the Series A Convertible Preferred Stock host instrument. The Series A Convertible Preferred Stock conversion option embedded derivative is classified as a current liability on the condensed consolidated balance sheet, initially measured at fair value at the time of issuance and subsequently remeasured at fair value at each reporting period, with changes in fair value recognized as other income or expense in the condensed consolidated statement of operations. The following table summarizes the estimated fair values of the Series A Convertible Preferred Stock conversion option embedded derivative liability as of the dates indicated along with assumptions utilized in each calculation: Issue Dates Aggregated March 31, Weighted 2017 Average Fair value per conversion option $ 2.36 $ 2.89 Series A Convertible Preferred Stock outstanding 422,838 422,838 Calculated aggregate fair value $ 997,898 $ 1,221,963 Value of common stock $ 5.00 $ 5.73 Expected term (years) 7.1 7.2 Volatility 48 % 47 % Risk-free interest rate 2.2 % 2.3 % Dividend yield 0 % 0 % The fair value of the Series A Convertible Preferred Stock conversion option embedded derivative liability was determined using a Monte Carlo simulation. The valuation of the Series A Convertible Preferred Stock conversion option embedded derivative liability is subjective and is affected by changes in inputs to the valuation model including the Company's stock price, and the assumptions regarding the likelihood and timing of dilutive transactions; the estimated volatility in the value of the Company’s equity instruments; risk-free rates based on U.S. Treasury security yields; and the Company’s dividend yield. Changes in these assumptions can materially affect the fair value estimate. Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share. There were 13,331,211 and 13,330,811 shares of common stock outstanding as of March 31, 2017 and December 31, 2016, respectively. In connection with the organization of the Company in June 2014, a total of 8,083,049 shares of the Company's common stock and 8,710,182 warrants (of which 627,133 warrants were subsequently returned to the Company in October 2014) ("Founders' Warrants") were sold to the Company's founders (the "Founders") for an aggregate purchase price of $3,212. In June 2014 and July 2014, in a private placement (Private Placement 1), a total of 418,089 units, consisting of one share of common stock and one warrant, were sold to the initial investor investors ("Initial Investors") for an aggregate purchase price of $75,000 less offering costs of $7,500. In November 2014, the Company completed another private placement (Private Placement 2) of 2,355,233 units, consisting of one share of common stock and one warrant, raising $845,000 in gross offering proceeds less offering costs of $46,500. Taken together, the Private Placement 1 warrants and Private Placement 2 warrants are referred to collectively as the "Private Placement Warrants". Subsequently, in September 2015, the Company issued 1,393,629 shares of common stock resulting from the exercise of 1,393,629 Private Placement Warrants for cash proceeds of $1.25 million. On April 28, 2016, the Company's IPO was consummated with the issuance of 1,060,000 units at an offering price of $5.00 per unit, with each unit consisting of one share of common stock and one warrant, with each warrant entitling the holder to purchase a share of common stock at $5.00 per share (the "IPO Issued Warrants"). The IPO resulted in gross cash proceeds of $5.3 million and $4.2 million of net cash proceeds, after deducting cash selling agent discounts and commissions and offering expenses. The Company estimated the fair value of its common stock issued in the IPO using the guideline transaction method of the market approach and arrived at an estimated fair value of common stock of $3.50. See below for further information regarding the IPO Issued Warrants. The remaining unexercised warrants issued in both the June 2014 inception transaction (the Founders Warrants discussed above) and the June and July 2014 private placement transactions (the Private Placement Warrants discussed above) - totaling 9,560,295 warrants - were converted into the same terms and conditions of the warrants issued in the Company's IPO (as discussed above), and are heretofore aggregated with the warrants issued in the Company's IPO, and are collectively referred to as "IPO Warrants". In March 2017, the Company issued 400 shares of common stock resulting from the exercise of 400 warrants for cash proceeds of $2,000. In November 2016, the Company issued 20,732 shares of common stock resulting from the exercise of 40,000 warrants on a cashless basis. In December 2016, the Company issued 79 shares of common stock resulting from the exercise of 200 warrants on a cashless basis. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. The following table summarizes outstanding warrants to purchase common stock: Warrants Exercisable at Weighted Weighted Average Average March 31, Exercise December 31, Exercise Expiration 2017 Price 2016 Price Date Equity classified warrants IPO Warrants 10,579,695 $ 5.00 10,580,095 $ 5.00 January 2022 Liability classified warrants Series A Warrants 422,838 $ 8.00 — $ — April 2024 Total 11,002,533 $ 5.12 10,580,095 $ 5.00 Equity-Classified Warrants IPO Warrants The 1,060,000 warrants issued in the IPO have an exercise price of $5.00 per share, and became exercisable on October 28, 2016 and expire on January 29, 2022 or earlier upon redemption by the Company, under certain conditions, as discussed below. As discussed above, effective on the date of the IPO, the previously issued 9,560,295 warrants outstanding at the time of the April 28, 2016 IPO, automatically converted into warrants having the same terms and conditions as the 1,060,000 warrants issued in the Company’s IPO, and are aggregated with the 1,060,000 warrants issued in the Company's IPO, and are collectively referred to as IPO Warrants. In March 2017, 400 IPO Warrants were exercised for cash proceeds of $2,000, resulting in the issuance of 400 shares of common stock. In November 2016, 40,000 IPO Warrants were exercised on a cashless basis, resulting in the issuance of 20,732 shares of common stock. In December 2016, 200 IPO Warrants were exercised on a cashless basis, resulting in the issuance of 79 shares of common stock. Commencing April 28, 2017, the Company may redeem the outstanding IPO Warrants (other than those outstanding prior to the IPO held by the Company's management, founders, and members thereof, but including the warrants held by the initial investors), at the Company's option, in whole or in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable; • upon a minimum of 30 days' prior written notice of redemption; • if, and only if, the volume weighted average price of the Company's common stock equals or exceeds $10.00 (subject-to adjustment) for any 20 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the stock is at least 20,000 shares per day; and, • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The right to exercise will be forfeited unless the IPO Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of an IPO Warrant will have no further rights except to receive the redemption price for such holder's IPO Warrant upon surrender of such warrant. Unit Purchase Options On April 28, 2016, the Company issued Unit Purchase Options ("UPO") to the selling agents in the Company’s IPO. The UPO provides for the purchase at an exercise price of $5.50 per Unit of 53,000 Units, with each Unit being identical to the units sold in the Company’s IPO, and therefore consisting of one share of common stock and one warrant to purchase a share of common stock at $5.00 per share. The Company estimated the fair value of the unit purchase options issued to the selling agents was $105,100, which was accounted for as offering costs of the Company's IPO. The fair value of the unit purchase options was determined using a Black-Scholes option pricing model with the following assumptions: fair value of the underlying unit of $5.00, dividend yield of 0.00%, expected volatility of 50%, risk free rate of 1.28% and remaining contractual term of 4.6 years. IPO Warrants Registration Statement on Form S-1 (File No. 333-214288) - February 2017 The Company filed a Registration Statement on Form S-1 (File No. 333-214288), declared effective February 3, 2017, (the "February 2017 Form S-1") to register the issuance of 1,020,000 shares of the Company’s common stock upon the exercise of 1,020,000 remaining unexercised IPO Warrants (issued in the Company's IPO as discussed above). Additionally, the February 2017 Form S-1 registered (i) the issuance of 1,062,031 shares of the Company's common stock upon the exercise of 1,062,031 of the unexercised IPO Warrants (issued prior to the IPO), but only in the event such warrants are publicly transferred pursuant to Rule 144 prior to exercise, or (ii) the resale of such shares, but only in the event such warrants are exercised prior to being publicly transferred pursuant to Rule 144. Separately, in January 2017, the Company's CEO executed a transaction with a shareholder who had previously purchased shares of common stock and warrants in the Company's private financings prior to its IPO, under which the CEO purchased 25,000 IPO Warrants (issued prior to the IPO) from the shareholder. Accordingly, the shares of common stock underlying such IPO Warrants were not included in the February 2017 Form S-1. Liability-Classified Warrants Common stock warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of common stock are at a lower price per share than the then-current warrant exercise price, as is the case for the Series A Warrants. The Company classifies derivative warrant liabilities on the condensed consolidated balance sheet as a current liability, initially measured at fair value at the time of issuance and subsequently remeasured at fair value at each quarterly balance sheet date, with changes in fair value recognized as income or expense on the condensed consolidated statement of operations. Series A Warrants The Series A Warrants may be exercised for one share of common stock at an initial exercise price of $8.00 per share, subject to adjustment, any time after the Company has obtained shareholder approval of the Preferred Stock Units private placement in accordance with Nasdaq Stock Market Rule 5635(d) (“Initial Exercise Date”), and expire after the close of business on April 30, 2024. The exercise price of the Series A Warrants will be reduced by a prescribed formula on a weighted average basis in the event the Company issues common stock, options, or convertible securities at a price lower than the exercise price of Series A Warrants immediately prior to such securities issuance. If at any time after the six (6) month anniversary of the January 26, 2017 date of the initial Closing, there is no effective registration statement registering, or no current prospectus available for, the resale of the shares underlying the Series A Warrants, then the Series A Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. During the time the Series A Warrants are outstanding, the holders will be entitled to participate in dividends or other distributions on a pro rata basis based upon the equivalent number of common shares that would have been outstanding had the warrants been fully exercised. The Series A Warrants are not subject to redemption. The following table summarizes the estimated fair values of the Series A Warrants as of the dates indicated along with weighted average assumptions utilized in each calculation: Issue Dates Aggregated March 31, Weighted 2017 Average Series A Warrants outstanding 422,838 422,838 Fair value per warrant $ 7.72 $ 9.58 Calculated aggregate fair value $ 3,264,309 $ 4,050,706 Value of common stock $ 5.00 $ 5.73 Exercise price $ 8.00 $ 8.00 Expected term (years) 7.1 7.2 Risk free rate 2.2 % 2.3 % Volatility 48 % 47 % Dividend yield 0 % 0 % The fair value of the Series A warrants was determined using a Monte Carlo simulation. The valuation of the Series A Warrants is subjective and is affected by changes in inputs to the valuation model including the Company's common stock, and the assumptions regarding the likelihood and timing of dilutive transactions; the estimated volatility in the value of the Company’s equity instruments; risk-free rates based on U.S. Treasury security yields; and the Company’s dividend yield. Changes in these assumptions can materially affect the fair value estimate. Series X Warrants - Series A Warrants Exchange Option Through April 30, 2024, each Series A Warrant may be exchanged, at the option of the holder, into four Series X Warrants, with each Series X Warrants exercisable for one share of common stock at $6.00 per share. The Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. The Series X Warrants exercise price and number of shares of common stock issuable upon exercise of a Series X Warrant are subject to appropriate adjustment in the event of stock dividends, stock splits or similar events affecting the common stock. Holders may exercise Series X Warrants by paying the exercise price in cash or, at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Series X Warrant Shares by the holder, then the Series X Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. At any time after April 30, 2019, the Company may, at its option, redeem all, but not less than all, of the outstanding Series X Warrants at a price of $0.01 per Series X Warrant if the volume weighted average price per share of the Common Stock has been at least $18.00 (as adjusted for stock splits, stock dividends, or similar events occurring after the initial Closing date) for twenty trading days out of the thirty trading day period ending three business days prior to the notice of redemption in addition to certain other conditions. As of March 31, 2017, the 422,838 Series A Warrants issued and outstanding which if fully exchanged for Series X Warrants would result in an aggregate issuance of 1,691,352 Series X Warrants. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 13 — Loss Per Share Basic net loss per share is calculated by dividing the loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. As the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share as the inclusion of incremental shares resulting from common stock equivalents would be anti-dilutive. The holders of the Series A Warrants have the same rights to receive dividends as the holders of common stock. As such, the Series A Warrants are considered participating securities under the two-class method of calculating net loss per share. The Company has incurred net losses to date, and as the holders of the Series A Warrants are not contractually obligated to share in the net losses, there is no impact on the Company's net loss per share calculation as of March 31, 2017. The following table sets forth the comparison of basic and diluted net loss per share - as reported and net loss per share attributable to common stockholders for the periods indicated: Three Months Ended March 31, 2017 2016 Numerator Net loss - as reported $ (4,270,088 ) $ (696,880 ) Series A Convertible Preferred Stock Undeclared and accumulated dividends (1) (26,440 ) — Net loss attributable to common stockholders $ (4,296,528 ) $ (696,880 ) Denominator Weighted-average common shares outstanding 13,330,891 12,250,000 Loss per share Basic and diluted - Net loss - as reported $ (0.32 ) $ (0.06 ) - Net loss attributable to common stockholders $ (0.32 ) $ (0.06 ) (1) The Series A Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company's Board of Directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 are payable-in-kind ("PIK") in additional shares of Series A Convertible Preferred Stock. The dividends may be settled, after April 1, 2021, at the option of the Company, through any combination of the issuance of additional Series A Convertible Preferred Stock, common shares, and /or cash payment. As of March 31, 2017, Series A Convertible Preferred Stock dividends totaling $26,440 or a payment-in-kind of 4,422 shares of Series A Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company's Board of Directors has not declared such dividends payable. Accordingly, the Company has not recognized a Series A Convertible Preferred Stock dividend payable liability as of March 31, 2017, and will not recognize such dividend payable liability until such dividends are declared by the Company's Board of Directors. The following incremental shares resulting from common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive: March 31, 2017 2016 IPO Warrants 10,579,695 9,560,295 Stock options 1,831,924 — Unit purchase options as to shares of common stock 53,000 — Unit purchase options as to shares underlying warrants 53,000 — Series A Convertible Preferred Stock (2) — — Series A Warrants (2) — — Total 12,517,619 9,560,295 (2) As of March 31, 2017, the issued and outstanding Series A Convertible Preferred Stock were not convertible into, and the Series A Warrants were not exercisable for, common stock, as such conversion and /or exercise is not permitted prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). Additionally, the Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. As of March 31, 2017, such stockholder approval had not been obtained, and therefore they are not counted as common stock equivalents for purposes of determining diluted weighted average shares outstanding. Notwithstanding, at March 31, 2017, the 422,838 shares of Series A Convertible Preferred Stock, would result in 422,838 shares of newly issued common stock if-converted by dividing the $6.00 stated value by the current conversion price of $6.00 per share; and, the 422,838 Series A Warrants, would result in 422,838 shares of common stock if-exercised for newly issued shares of common stock. Alternatively, if the 422,838 Series A Warrants issued and outstanding at March 31, 2017 were exchanged for Series X Warrants on a four-to-one basis under the terms of the Series A Warrant agreement, the Series X Warrants would result in 1,691,352 shares of common stock if-exercised for newly issued shares of common stock. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 — Subsequent Events Registered Exchange Offer - Registration Statement on Form S-4 On April 10, 2017, in connection with a proposed registered exchange offer, the Company filed with the SEC a Registration Statement on Form S-4 (File No. 333-217226) to exchange one share of the Company's common stock for a unit consisting of one share of the Company's common stock and one newly-issued Series X Warrant to purchase one share of the Company's common stock at an exercise price $6.00 per share. The Series X Warrant is exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. The Series X Warrant exercise price and number of shares of common stock issuable upon exercise of a Series X Warrant are subject to appropriate adjustment in the event of stock dividends, stock splits or similar events affecting the common stock. The shares of common stock and the Series X Warrants will begin trading separately on the first trading day following the first anniversary of the expiration date of the aforementioned exchange offer. Other Matters Except as otherwise noted herein, the Company has evaluated subsequent events through the date of filing of this Quarterly Report on Form 10-Q, and determined there to be no events requiring adjustments to the unaudited condensed consolidated financial statements or disclosures therein. |
Summary of Significant Accoun21
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 include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2016 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial information. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any other future periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the fair value of warrants, the fair value of embedded derivatives, stock-based compensation, research and development expenses, the provision or benefit for income taxes and the valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgements, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. |
Cash | Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of the Company's Chief Medical Officer and the costs related to the Company's various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting, as well as rental costs for equipment and access to certain facilities at one of the Company's contract research service providers. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees directly associated with in-process capital financing as deferred offering costs. The deferred offering costs are recognized as either an offset against the financing proceeds to extent the proceeds are equity classified and as a current period expense to extent the proceeds are liability classified, upon consummation of the offering. The deferred offering costs at December 31, 2016 relate to legal fees incurred with respect to an in-process financing transaction involving a Preferred Stock Units private placement - see Note 12, Convertible Preferred Stock, Shareholders' Deficit, and Warrants |
Patent Costs and Purchased Patent License Rights | Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred, and are classified as general and administrative expenses. The purchase of patent license rights for use in research and development activities are expensed as incurred and are classified as research and development expense. |
Equipment | Equipment Equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and resulting gain or loss, if any, is included in the consolidated statement of operations. The useful lives of equipment are as follows: Research and development equipment 5 years Computer equipment 3 years |
Long-Lived Assets | Long-Lived Assets The Company evaluates its long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. The Company has not recorded impairment of any long-lived assets in the periods presented. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At March 31, 2017 and December 31, 2016, the carrying values of cash, accounts payable, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At March 31, 2017, the carrying values of the warrant and derivative liability are measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement Fair Value Measurement |
Warrant Liability and Embedded Derivative Liability | Warrant Liability and Embedded Derivative Liability The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging The Company accounts for warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Warrants that allow for cash settlement or provide for certain modifications of the warrant exercise price are accounted for as derivative liabilities. The Company uses level 3 inputs to value warrants classified as liabilities, as they have down-round provisions which allow the exercise price to be adjusted as a result of certain future financing transactions. The estimated fair values of the warrant liabilities with down-round protection were determined using a Monte Carlo simulation which takes into account the probabilities of certain events occurring over the life of the warrants. The derivative is liability fair value is remeasured at each reporting period, with any decrease or increase in the estimated fair value being recorded in other income (expense). |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based awards to employees, members of its board of directors, and non-employees. Stock-based awards to employees and members of its board of directors are accounted for in accordance with FASB ASC Topic 718, Stock Compensation, and stock based awards to non-employees are accounted for in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees. The Company measures the compensation expense of stock-based awards granted to employees and members of its board of directors using the grant-date fair value of the award and recognizes compensation expense for stock-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock option award. The Company measures the expense of stock-based awards granted to non-employees on a vesting date basis, fixing the fair value of vested non-employee stock options as of the their respective vesting date. The fair value of vested non-employee stock options is not subject-to-change at subsequent reporting dates. The estimated fair value of the unvested non-employee stock options is remeasured to then current fair value at each subsequent reporting date. The expense of non-employee stock options is recognized on a straight-line basis over the service period, which is generally the vesting period of the respective non-employee stock option award. In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC Topic 740). Current tax liabilities or receivables are recognized for the amount of taxes estimated to be payable or refundable for the current year. Deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood its deferred tax assets will be recovered from future taxable income, and to the extent it deems reasonable, based on available evidence, it is more-likely-than-not all or a portion of the deferred tax assets will not be realized, a valuation allowance reserve is established through a charge to income tax expense. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. The Company's policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of March 31, 2017 and December 31, 2016, or recognized during the three months ended March 31, 2017 and 2016. As of March 31, 2017, the Company does not have any unrecognized tax benefits resulting from uncertain tax positions. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the reporting period, and, if dilutive, the potential dilutive effects of convertible preferred stock (to the extent such preferred stock is eligible for conversion), stock options, unit purchase options, and warrants (to the extent such warrants are eligible to be exercised) using the treasury stock method. Notwithstanding, as the Company's consolidated financial results resulted in a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share, due to the exclusion of incremental shares resulting from common stock equivalents, including convertible preferred stock (to the extent such preferred stock is eligible for conversion), stock options, unit purchase options, and warrants (to the extent such warrants are eligible to be exercised) as inclusion would have been anti-dilutive. As of March 31, 2017, the issued and outstanding Series A Convertible Preferred Stock were not convertible into, and the Series A Warrants were not exercisable for, common stock, as such conversion and /or exercise is not permitted prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). Additionally, the Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. Accordingly, as of March 31, 2017, such stockholder approval had not been obtained, and therefore they are not counted as common stock equivalents for purposes of determining diluted weighted average shares outstanding. |
Segment Data | Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. |
JOBS Act Accounting Election | JOBS Act Accounting Election The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB ASC Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic. The amendments of ASU 2016-15 add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The guidance of ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of equipment | Research and development equipment 5 years Computer equipment 3 years |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial liabilities measured at fair value on a recurring basis | Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets Significant for Other Significant Identical Observable Unobservable Items Inputs Inputs Level 1 Level 2 Level 3 Total March 31, 2017 Liabilities Series A Warrants $ — $ — $ 3,264,309 $ 3,264,309 Derivative liability — — 997,898 997,898 Total liabilities $ — $ — $ 4,262,207 $ 4,262,207 |
Schedule of reconciliation of the Series A Warrants liability | Series A Warrants Liability March 31, 2017 Balance at December 31, 2016 $ — Initial fair value on dates of issuance 4,050,706 Change in fair value (786,397 ) Balance at March 31, 2017 $ 3,264,309 |
Schedule of reconciliation of the Series A Convertible Preferred Stock conversion option embedded derivative liability | Series A Preferred Stock Conversion Option Embedded Derivative Liability March 31, 2017 Balance at December 31, 2016 $ — Initial fair value on dates of issuance 1,221,963 Change in fair value (224,065 ) Balance at March 31, 2017 $ 997,898 |
Prepaid expenses and other cu24
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of prepaid expenses and other current assets | March 31, December 31, 2017 2016 Security deposits $ 20,850 $ 48,350 Prepaid insurance 14,762 35,947 Advanced payments to suppliers 106,231 71,193 Total prepaid expenses and other current assets $ 141,843 $ 155,490 |
Equipment, Net (Tables)
Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment | March 31, December 31, 2017 2016 Research and development equipment $ 13,656 $ 10,156 Computer equipment 13,438 11,637 27,094 21,793 Less: accumulated depreciation (5,495 ) (3,793 ) Equipment, net $ 21,599 $ 18,000 |
Accrued Expenses and Other Cu26
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2017 2016 Accrued bonus payable $ 38,807 $ — Accrued vacation 31,611 28,324 Accrued board of director fees 72,500 72,500 Accrued professional fees — 111,249 Accrued severance 41,240 — Other 28,000 28,000 Total accrued expenses and other current liabilities $ 212,158 $ 240,073 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summarizes information about stock options | Weighted Number Average Aggregate Stock Exercise Intrinsic Options Price Value Outstanding at December 31, 2016 1,633,313 $ 5.14 Granted 275,000 $ 5.86 Exercised — $ — Forfeited (76,389 ) $ 5.00 Outstanding at March 31, 2017 1,831,924 $ 5.25 $ — Vested and exercisable at March 31, 2017 492,828 $ 5.08 $ — Vested or expected to vest at March 31, 2017 1,831,924 $ 5.25 |
Schedule of stock - based compensation awards granted | Three Months Ended March 31, 2017 2016 General and administrative expenses $ 242,452 $ — Research and development expenses 30,228 — $ 272,680 $ — |
Employees and members of the board of directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of fair values of stock options granted using Black-Scholes valuation model assumptions | Three Months Ended March 31, Risk free interest rate 2.1 % Expected term of stock options (in years) 5.8 Expected stock price volatility 50 % Expected dividend yield 0 % |
Non-employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of fair values of stock options granted using Black-Scholes valuation model assumptions | Three Months Ended March 31, Risk free interest rate 2.3 % Expected term of stock options (in years) 9.4 Expected stock price volatility 60 % Expected dividend yield 0 % |
Convertible Preferred Stock, 28
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Convertible Preferred Stock, Stockholders' Deficit, And Warrants [Line Items] | |
Schedule of preferred stock units private placement | Preferred Stock Units Issue Dates (Aggregate) Preferred Stock Units issuance gross proceeds $ 2,537,012 Less: Series A Warrants initial fair value (4,050,706 ) Less: Conversion option embedded derivative liability initial fair value (1,221,963 ) Excess of fair value over gross proceeds (2,735,657 ) Offering costs (388,628 ) Loss on issuance of Preferred Stock Units $ (3,124,285 ) |
Schedule of outstanding warrants to purchase common stock | Warrants Exercisable at Weighted Weighted Average Average March 31, Exercise December 31, Exercise Expiration 2017 Price 2016 Price Date Equity classified warrants IPO Warrants 10,579,695 $ 5.00 10,580,095 $ 5.00 January 2022 Liability classified warrants Series A Warrants 422,838 $ 8.00 — $ — April 2024 Total 11,002,533 $ 5.12 10,580,095 $ 5.00 |
Series A Convertible Preferred Stock | |
Convertible Preferred Stock, Stockholders' Deficit, And Warrants [Line Items] | |
Schedule of summary of the estimated fair values | Issue Dates Aggregated March 31, Weighted 2017 Average Fair value per conversion option $ 2.36 $ 2.89 Series A Convertible Preferred Stock outstanding 422,838 422,838 Calculated aggregate fair value $ 997,898 $ 1,221,963 Value of common stock $ 5.00 $ 5.73 Expected term (years) 7.1 7.2 Volatility 48 % 47 % Risk-free interest rate 2.2 % 2.3 % Dividend yield 0 % 0 % |
Warrants | |
Convertible Preferred Stock, Stockholders' Deficit, And Warrants [Line Items] | |
Schedule of summary of the estimated fair values | Issue Dates Aggregated March 31, Weighted 2017 Average Series A Warrants outstanding 422,838 422,838 Fair value per warrant $ 7.72 $ 9.58 Calculated aggregate fair value $ 3,264,309 $ 4,050,706 Value of common stock $ 5.00 $ 5.73 Exercise price $ 8.00 $ 8.00 Expected term (years) 7.1 7.2 Risk free rate 2.2 % 2.3 % Volatility 48 % 47 % Dividend yield 0 % 0 % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of comparison of basic and fully diluted net loss per share | Three Months Ended March 31, 2017 2016 Numerator Net loss - as reported $ (4,270,088 ) $ (696,880 ) Series A Convertible Preferred Stock Undeclared and accumulated dividends (1) (26,440 ) — Net loss attributable to common stockholders $ (4,296,528 ) $ (696,880 ) Denominator Weighted-average common shares outstanding 13,330,891 12,250,000 Loss per share Basic and diluted - Net loss - as reported $ (0.32 ) $ (0.06 ) - Net loss attributable to common stockholders $ (0.32 ) $ (0.06 ) (1) The Series A Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company's Board of Directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 are payable-in-kind ("PIK") in additional shares of Series A Convertible Preferred Stock. The dividends may be settled, after April 1, 2021, at the option of the Company, through any combination of the issuance of additional Series A Convertible Preferred Stock, common shares, and /or cash payment. As of March 31, 2017, Series A Convertible Preferred Stock dividends totaling $26,440 or a payment-in-kind of 4,422 shares of Series A Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company's Board of Directors has not declared such dividends payable. Accordingly, the Company has not recognized a Series A Convertible Preferred Stock dividend payable liability as of March 31, 2017, and will not recognize such dividend payable liability until such dividends are declared by the Company's Board of Directors. |
Schedule of antidilutive securities excluded from computation of diluted earnings per share | March 31, 2017 2016 IPO Warrants 10,579,695 9,560,295 Stock options 1,831,924 — Unit purchase options as to shares of common stock 53,000 — Unit purchase options as to shares underlying warrants 53,000 — Series A Convertible Preferred Stock (2) — — Series A Warrants (2) — — Total 12,517,619 9,560,295 (2) As of March 31, 2017, the issued and outstanding Series A Convertible Preferred Stock were not convertible into, and the Series A Warrants were not exercisable for, common stock, as such conversion and /or exercise is not permitted prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). Additionally, the Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. As of March 31, 2017, such stockholder approval had not been obtained, and therefore they are not counted as common stock equivalents for purposes of determining diluted weighted average shares outstanding. Notwithstanding, at March 31, 2017, the 422,838 shares of Series A Convertible Preferred Stock, would result in 422,838 shares of newly issued common stock if-converted by dividing the $6.00 stated value by the current conversion price of $6.00 per share; and, the 422,838 Series A Warrants, would result in 422,838 shares of common stock if-exercised for newly issued shares of common stock. Alternatively, if the 422,838 Series A Warrants issued and outstanding at March 31, 2017 were exchanged for Series X Warrants on a four-to-one basis under the terms of the Series A Warrant agreement, the Series X Warrants would result in 1,691,352 shares of common stock if-exercised for newly issued shares of common stock. |
The Company, Basis of Present30
The Company, Basis of Presentation, and Going Concern (Detail Textuals) | Mar. 08, 2017USD ($)shares | Jan. 26, 2017USD ($)$ / sharesshares | Apr. 28, 2016USD ($)$ / sharesshares | Nov. 30, 2014shares | Jul. 31, 2014shares | Mar. 31, 2017USD ($)Segment$ / sharesshares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Organization And Plan Of Business Operations [Line Items] | |||||||||
Number of operating segments | Segment | 1 | ||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||
Series A Convertible Preferred stock, shares issued | 422,838 | 0 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 5.12 | $ 5 | |||||||
Net loss | $ | $ (4,270,088) | $ (696,880) | |||||||
Net cash used in operating activities | $ | (1,825,107) | (518,688) | |||||||
Accumulated deficit | $ | (11,971,923) | $ (7,701,835) | |||||||
Working capital | $ | (73,867) | ||||||||
Cash | $ | 905,656 | $ 236,052 | $ 585,680 | $ 767,268 | |||||
Proceeds from issuance of Preferred Stock Units | $ | $ 2,537,012 | ||||||||
Series A Convertible Preferred Stock | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Series A Convertible Preferred stock, shares issued | 422,838 | ||||||||
Warrants | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Number of warrants outstanding before IPO | 9,560,295 | ||||||||
Initial Public Offering | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Number of units offered | 1,060,000 | ||||||||
Number of common stock offered in one unit | 1 | ||||||||
Number of warrants offered in one unit | 1 | ||||||||
Gross proceeds from initial public offering | $ | $ 5,300,000 | ||||||||
Net proceeds from initial public offering net of selling agent discounts and commissions, offering expenses | $ | $ 4,200,000 | ||||||||
Offering price per unit | $ / shares | $ 5 | ||||||||
Initial Public Offering | Warrants | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Number of warrants outstanding before IPO | 1,060,000 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 5 | ||||||||
Private Placement | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Number of units offered | 422,838 | ||||||||
Number of common stock offered in one unit | 1 | 1 | |||||||
Number of warrants offered in one unit | 1 | 1 | 1 | ||||||
Number of series A convertible preferred stock offered in one unit | 1 | ||||||||
Gross proceeds from initial public offering | $ | $ 2,500,000 | ||||||||
Proceeds from initial public offering net of placement agent fees and closing costs | $ | $ 2,100,000 | ||||||||
Preferred stock, shares authorized | 1,250,000 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 8 | ||||||||
Offering price per unit | $ / shares | $ 6 | ||||||||
Proceeds from issuance of Preferred Stock Units | $ | $ 3,000,000 | ||||||||
Private Placement | January 21, 2017 | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Preferred stock, shares authorized | 500,000 | ||||||||
Private Placement | May 10, 2017 | |||||||||
Organization And Plan Of Business Operations [Line Items] | |||||||||
Preferred stock, shares authorized | 750,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Research and development equipment | |
Accounting Policies [Line Items] | |
Useful lives of equipment | 5 years |
Computer equipment | |
Accounting Policies [Line Items] | |
Useful lives of equipment | 3 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Detail Textuals 1) | 3 Months Ended |
Mar. 31, 2017Segment | |
Accounting Policies [Abstract] | |
Depreciation method | straight-line method |
Number of operating segments | 1 |
Financial Instruments (Details)
Financial Instruments (Details) - Fair Value - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities | ||
Total liabilities | $ 4,262,207 | |
Quoted Prices in Active Markets for Identical Items Level 1 | ||
Liabilities | ||
Total liabilities | ||
Significant Other Observable Inputs Level 2 | ||
Liabilities | ||
Total liabilities | ||
Significant Unobservable Inputs Level 3 | ||
Liabilities | ||
Total liabilities | 4,262,207 | |
Series A Warrants | ||
Liabilities | ||
Total liabilities | 3,264,309 | |
Series A Warrants | Quoted Prices in Active Markets for Identical Items Level 1 | ||
Liabilities | ||
Total liabilities | ||
Series A Warrants | Significant Other Observable Inputs Level 2 | ||
Liabilities | ||
Total liabilities | ||
Series A Warrants | Significant Unobservable Inputs Level 3 | ||
Liabilities | ||
Total liabilities | 3,264,309 | |
Series A Preferred Stock Conversion option embedded derivative | ||
Liabilities | ||
Total liabilities | 997,898 | |
Series A Preferred Stock Conversion option embedded derivative | Quoted Prices in Active Markets for Identical Items Level 1 | ||
Liabilities | ||
Total liabilities | ||
Series A Preferred Stock Conversion option embedded derivative | Significant Other Observable Inputs Level 2 | ||
Liabilities | ||
Total liabilities | ||
Series A Preferred Stock Conversion option embedded derivative | Significant Unobservable Inputs Level 3 | ||
Liabilities | ||
Total liabilities | $ 997,898 |
Financial Instruments (Details
Financial Instruments (Details 1) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Reconciliation Of Financial Instruments [Roll Forward] | |
Change in fair value | $ (786,397) |
Fair Value | |
Reconciliation Of Financial Instruments [Roll Forward] | |
Balance at March 31, 2017 | 4,262,207 |
Fair Value | Series A Warrants | |
Reconciliation Of Financial Instruments [Roll Forward] | |
Balance at December 31, 2016 | |
Initial fair value on dates of issuance | 4,050,706 |
Change in fair value | (786,397) |
Balance at March 31, 2017 | 3,264,309 |
Fair Value | Series A Preferred Stock Conversion option embedded derivative | |
Reconciliation Of Financial Instruments [Roll Forward] | |
Balance at December 31, 2016 | |
Initial fair value on dates of issuance | 1,221,963 |
Change in fair value | (224,065) |
Balance at March 31, 2017 | $ 997,898 |
Prepaid expenses and other cu35
Prepaid expenses and other current assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Security deposits | $ 20,850 | $ 48,350 |
Prepaid insurance | 14,762 | 35,947 |
Advanced payments to suppliers | 106,231 | 71,193 |
Total prepaid expenses and other current assets | $ 141,843 | $ 155,490 |
Equipment, Net (Details)
Equipment, Net (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total equipment, gross | $ 27,094 | $ 21,793 |
Less: accumulated depreciation | (5,495) | (3,793) |
Equipment, net | 21,599 | 18,000 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total equipment, gross | 13,656 | 10,156 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total equipment, gross | $ 13,438 | $ 11,637 |
Equipment, Net (Detail Textuals
Equipment, Net (Detail Textuals) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,702 | $ 132 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Abstract] | ||
Accrued bonus payable | $ 38,807 | |
Accrued vacation | 31,611 | $ 28,324 |
Accrued board of director fees | 72,500 | 72,500 |
Accrued professional fees | 111,249 | |
Accrued severance | 41,240 | |
Other | 28,000 | 28,000 |
Total accrued expenses and other current liabilities | $ 212,158 | $ 240,073 |
Accrued Expenses and Other Cu39
Accrued Expenses and Other Current Liabilities (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 28, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Accrued Expenses [Line Items] | |||
Accrued professional fees | $ 111,249 | ||
Amount of accrued liability related to the termination benefits | $ 41,240 | ||
Stock-based compensation expense | 272,680 | ||
HCFP /Strategy Advisors LLC | Advisory Agreement | |||
Accrued Expenses [Line Items] | |||
Accrued expense due to related party | 10,000 | ||
Non Executive Officer | |||
Accrued Expenses [Line Items] | |||
Accounts payable, related parties | 10,000 | $ 10,000 | |
Richard F. Fitzgerald | Consulting Agreement | |||
Accrued Expenses [Line Items] | |||
Accrued professional fees | 10,000 | ||
Amount of temporary house and travel expenses | 2,200 | ||
Amount of accrued liability related to the termination benefits | $ 41,240 | ||
Stock option used to purchase share of common stock | 125,000 | ||
Exercise price per share (in dollars per share) | $ 5 | ||
Number of stock option vested | 48,611 | ||
Stock options which are forfieted | 76,389 | ||
Stock-based compensation expense | $ 51,389 |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) | Nov. 01, 2015USD ($) | Apr. 30, 2017USD ($)payment | Jan. 31, 2017payment | Sep. 30, 2016USD ($) | Oct. 31, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jan. 31, 2017USD ($)payment | Dec. 31, 2016USD ($) | Nov. 28, 2016$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||
General and administrative expenses | $ 1,499,552 | $ 517,739 | ||||||||
Management Services Agreement | HCP/Advisors LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 3 years | |||||||||
Fees incurred | $ 35,000 | 75,000 | $ 75,000 | |||||||
Monthly fees | $ 25,000 | |||||||||
Consulting Agreement | HCFP /Strategy Advisors LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 5 months | |||||||||
Total fee payments | $ 110,000 | |||||||||
Number of monthly fee payment | payment | 4 | 4 | ||||||||
Monthly fees | $ 20,000 | |||||||||
Agreement fee paid upon execution | 30,000 | |||||||||
Option issued | shares | 20,000 | |||||||||
Exercise price | $ / shares | $ 9.50 | |||||||||
General and administrative expenses | 60,000 | |||||||||
Consulting Agreement | Swartwood Hesse, Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Agreement fee paid upon execution | $ 15,000 | |||||||||
Consulting Agreement | Michael J. Glennon | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Monthly fees | $ 12,500 | |||||||||
Initial payment upon execution of consulting agreement | $ 37,500 | |||||||||
Consulting Agreement | Subsequent Event | HCFP /Strategy Advisors LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of monthly fee payment | payment | 3 | |||||||||
Monthly fees | $ 20,000 | |||||||||
Placement Agent Agreement | Xzerta Trading Llc/(HCFP /Capital Markets) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees incurred | $ 177,576 | |||||||||
Percentage of fee incurred | 7.00% |
Commitments and Contingencies (
Commitments and Contingencies (Detail Textuals) - Employment Agreement - USD ($) | 1 Months Ended | |||
Mar. 20, 2017 | Jul. 01, 2016 | Apr. 28, 2016 | Nov. 01, 2014 | |
Chief Executive Officer | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Term of agreement | 5 years | |||
Base salary | $ 295,000 | |||
Percentage of bonus | 50.00% | |||
Number of options granted | 278,726 | |||
Exercise price per share (in dollars per share) | $ 5 | |||
Chief Financial Officer | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Term of agreement | 2 years | |||
Base salary | $ 285,000 | |||
Percentage of bonus | 50.00% | |||
Number of options granted | 250,000 | |||
Exercise price per share (in dollars per share) | $ 5.95 | |||
Amount of reimbursement per month | $ 2,250 | |||
Chief Medical Officer | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Term of agreement | 5 years | |||
Base salary | $ 285,000 | |||
Initial bonus | $ 50,000 | |||
Number of options granted | 278,726 | |||
Exercise price per share (in dollars per share) | $ 5 |
Commitments and Contingencies42
Commitments and Contingencies (Detail Textuals 1) - USD ($) | Feb. 01, 2016 | May 01, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Lease Agreement | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Term of lease | 6 months | |||
Additional rental rate per month | $ 4,400 | |||
Rent expense | $ 9,500 | 42,126 | $ 19,000 | |
Reduction of monthly lease payment | $ 650 | |||
Percentage of increase in monthly rent | 5.00% | |||
Lease Agreement | Period April 1, 2017 to the May 31, 2017 | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Future minimum lease payments | $ 27,450 | |||
Lease Agreement | Period June 1, 2017 to March 31, 2018 | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Future minimum lease payments | 140,123 | |||
Research and development facility | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Rent expense | $ 1,000 | $ 2,000 | $ 3,000 |
Agreement Related to Intellec43
Agreement Related to Intellectual Property Right (Detail Textuals) - USD ($) | Nov. 02, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Intellectual Property Right [Line Items] | ||||
Research and development expenses | $ 656,713 | $ 179,141 | ||
Tufts Patent License Agreement | ||||
Intellectual Property Right [Line Items] | ||||
Upfront non refundable fee | $ 50,000 | |||
Research and development expenses | $ 50,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 28, 2016 | Mar. 31, 2017 | |
Number of Stock Options | ||
Outstanding at December 31, 2016 | 1,633,313 | |
Granted | 250,854 | 275,000 |
Exercised | ||
Forfeited | (76,389) | |
Outstanding at March 31, 2017 | 1,831,924 | |
Vested and exercisable at March 31, 2017 | 492,828 | |
Vested or expected to vest at March 31, 2017 | 1,831,924 | |
Weighted Average Exercise Price | ||
Outstanding at December 31, 2016 | $ 5.14 | |
Granted | $ 5 | 5.86 |
Exercised | ||
Forfeited | 5 | |
Outstanding at March 31, 2017 | 5.25 | |
Vested and exercisable at March 31, 2017 | 5.08 | |
Vested or expected to vest at March 31, 2017 | $ 5.25 | |
Aggregate Intrinsic Value | ||
Outstanding at March 31, 2017 | ||
Vested and exercisable at March 31, 2017 |
Stock Based Compensation (Det45
Stock Based Compensation (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 272,680 | |
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 30,228 | |
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 242,452 |
Stock Based Compensation (Det46
Stock Based Compensation (Details 2) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - Stock options to employees and members of board of directors | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.10% |
Expected term of stock options (in years) | 5 years 9 months 18 days |
Expected stock price volatility | 50.00% |
Expected dividend yield | 0.00% |
Stock Based Compensation (Det47
Stock Based Compensation (Details 3) - 2014 Long-Term Incentive Equity Plan ("the Stock Plan") - Stock options to non-employees | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.30% |
Expected term of stock options (in years) | 9 years 4 months 24 days |
Expected stock price volatility | 60.00% |
Expected dividend yield | 0.00% |
Stock Based Compensation (Det48
Stock Based Compensation (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2016 | Apr. 28, 2016 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option granted outside stock plan | 250,000 | ||
Stock-based compensation expense | $ 272,680 | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock authorized | 1,951,081 | ||
Number of options granted | 250,854 | 275,000 | |
Shares of common stock available for grant of stock options | 620,011 | ||
Contractual term of stock options | 10 years | ||
Exercise price per share (in dollars per share) | $ 5 | $ 5.86 | |
Stock options which are forfieted | 76,389 | ||
Number of stock option vested | 492,828 | ||
Expected dividend yield | $ 0 | ||
Total unrecognized compensation cost related to stock options | $ 2,440,452 | ||
Period for recognition of unrecognized compensation cost | 2 years 2 months 12 days | ||
Weighted average remaining contractual term of stock options outstanding | 9 years | ||
Weighted average remaining contractual term of stock options vested and exercisable | 8 years 6 months | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of stock options granted | $ 2.90 | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Stock options to non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of stock options granted | $ 4.23 | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | IPO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 1,588,313 | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Management | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 961,178 | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Members of the board of directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 487,770 | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Members of the Company's medical advisory board | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 139,365 | 25,000 | |
Contractual term of stock options | 10 years | ||
Exercise price per share (in dollars per share) | $ 5.01 | ||
Vesting portion of stock options | Quarterly basis | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | New member of the Company's medical advisory board | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 25,000 | ||
Contractual term of stock options | 10 years | ||
Exercise price per share (in dollars per share) | $ 10.50 | ||
Vesting portion of stock options | Quarterly basis | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Consultant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 20,000 | ||
Contractual term of stock options | 10 years | ||
Exercise price per share (in dollars per share) | $ 9.50 | ||
Vesting portion of stock options | Quarterly basis | ||
2014 Long-Term Incentive Equity Plan ("the Stock Plan") | Chief Financial Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 125,000 | 250,000 | |
Contractual term of stock options | 10 years | ||
Exercise price per share (in dollars per share) | $ 5 | $ 5.95 | |
Vesting portion of stock options | Monthly | Quarterly basis | |
Stock options which are forfieted | 76,389 | ||
Number of stock option vested | 48,611 | ||
Stock-based compensation expense | $ 51,389 |
Convertible Preferred Stock, 49
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Equity [Abstract] | |
Preferred Stock Units issuance gross proceeds | $ 2,537,012 |
Less: Series A Warrants initial fair value | (4,050,706) |
Less: Conversion option embedded derivative liability initial fair value | (1,221,963) |
Excess of fair value over gross proceeds | (2,735,657) |
Offering costs | (388,628) |
Loss on issuance of Preferred Stock Units | $ (3,124,285) |
Convertible Preferred Stock, 50
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Series A Convertible Preferred Stock outstanding | 422,838 | 0 |
Series A Convertible Preferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value per conversion option | $ 2.36 | |
Calculated aggregate fair value | $ 997,898 | |
Value of common stock | $ 5 | |
Expected term (years) | 7 years 1 month 6 days | |
Volatility | 48.00% | |
Risk-free interest rate | 2.20% | |
Dividend yield | 0.00% | |
Series A Convertible Preferred Stock | Issue Dates Aggregated Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value per conversion option | $ 2.89 | |
Series A Convertible Preferred Stock outstanding | 422,838 | |
Calculated aggregate fair value | $ 1,221,963 | |
Value of common stock | $ 5.73 | |
Expected term (years) | 7 years 2 months 12 days | |
Volatility | 47.00% | |
Risk-free interest rate | 2.30% | |
Dividend yield | 0.00% |
Convertible Preferred Stock, 51
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Details 2) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants exercisable | 11,002,533 | 10,580,095 |
Exercise price | $ 5.12 | $ 5 |
Equity classified warrants IPO Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants exercisable | 10,579,695 | 10,580,095 |
Exercise price | $ 5 | $ 5 |
Expiration Date | January 2,022 | |
Liability classified warrants Series A Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants exercisable | 422,838 | |
Exercise price | $ 8 | |
Expiration Date | April 2,024 |
Convertible Preferred Stock, 52
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 5.12 | $ 5 |
Series A Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Series A Warrants outstanding | 422,838 | |
Fair value per warrant | $ 7.72 | |
Calculated aggregate fair value | $ 3,264,309 | |
Value of common stock | $ 5 | |
Exercise price | $ 8 | |
Expected term (years) | 7 years 1 month 6 days | |
Risk free rate | 2.20% | |
Volatility | 48.00% | |
Dividend yield | 0.00% | |
Issue Dates Aggregated Weighted Average | Series A Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Series A Warrants outstanding | 422,838 | |
Fair value per warrant | $ 9.58 | |
Calculated aggregate fair value | $ 4,050,706 | |
Value of common stock | $ 5.73 | |
Exercise price | $ 8 | |
Expected term (years) | 7 years 2 months 12 days | |
Risk free rate | 2.30% | |
Volatility | 47.00% | |
Dividend yield | 0.00% |
Convertible Preferred Stock, 53
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Detail Textuals) - USD ($) | Mar. 08, 2017 | Jan. 26, 2017 | Nov. 30, 2014 | Jul. 31, 2014 | Mar. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Preferred Stock par value | $ 0.001 | $ 0.001 | ||||
Proceeds from issuance of Preferred Stock Units | $ 2,537,012 | |||||
Series A Convertible Preferred stock, shares issued | 422,838 | 0 | ||||
Series A Convertible Preferred stock, shares outstanding | 422,838 | 0 | ||||
Exercise price (in dollars per share) | $ 5.12 | $ 5 | ||||
Aggregate fair value preferred stock | $ 0 | |||||
Payments of stock issuance costs | 2,735,657 | |||||
Preferred stock offering cost | 388,628 | |||||
Loss on issuance of preffered stock | $ 3,124,285 | |||||
Private Placement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of series A convertible preferred stock offered in one unit | 1 | |||||
Number of common stock offered in one unit | 1 | 1 | ||||
Number of warrants offered in one unit | 1 | 1 | 1 | |||
Preferred stock, shares authorized | 1,250,000 | |||||
Proceeds from issuance of Preferred Stock Units | $ 3,000,000 | |||||
Offering price per unit | $ 6 | |||||
Initial conversion price per share | 6 | |||||
Exercise price (in dollars per share) | $ 8 | |||||
Number of units offered | 422,838 | |||||
Proceeds from Issuance Initial Public Offering | $ 2,500,000 | |||||
Proceeds from initial public offering net of placement agent fees and closing costs | $ 2,100,000 | |||||
Preferred stock offering cost | $ 46,500 | $ 7,500 | ||||
Private Placement | January 21, 2017 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, shares authorized | 500,000 | |||||
Private Placement | May 10, 2017 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock, shares authorized | 750,000 |
Convertible Preferred Stock, 54
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Detail Textuals 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Preferred Stock par value | $ 0.001 | $ 0.001 |
Aggregate fair value preferred stock | $ 0 | |
Series A Convertible Preferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Value of common stock | $ 5 | |
Conversion Price | 6 | |
Preferred Stock par value | $ 0.001 | |
Dividend rate of preferred stock | 8.00% | |
Preferred stock dividend amount | $ 26,440 | |
Shares issued for dividend payments | 4,422 | |
Aggregate fair value preferred stock | $ 0 | |
Damages for delays in filing of registration statement or maintaining effectiveness | 2.00% |
Convertible Preferred Stock, 55
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Detail Textuals 2) | Mar. 08, 2017USD ($)shares | Feb. 03, 2017shares | Jan. 26, 2017$ / sharesshares | Nov. 30, 2016shares | Apr. 28, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Nov. 30, 2014USD ($)Unitsshares | Jun. 30, 2014USD ($)shares | Jul. 31, 2014USD ($)Unitsshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 13,331,211 | 13,330,811 | |||||||||
Common stock, shares outstanding | 13,331,211 | 13,330,811 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.12 | $ 5 | |||||||||
Preferred stock offering cost | $ | $ 388,628 | ||||||||||
Number of securities called by warrants or rights | 1,062,031 | ||||||||||
Number of warrant excercised | 1,062,031 | ||||||||||
Founders | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of outstanding warrants | 8,710,182 | ||||||||||
Number of warrant eturned to company | 627,133 | ||||||||||
Proceeds from Warrant Exercises | $ | $ 3,212 | ||||||||||
Number of units offered | 8,083,049 | ||||||||||
Warrants | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of outstanding warrants | 9,560,295 | ||||||||||
Number of securities called by warrants or rights | 1,020,000 | 20,732 | 400 | 79 | |||||||
Number of warrant excercised | 1,020,000 | 40,000 | 400 | 200 | |||||||
Proceeds from Warrant Exercises | $ | $ 2,000 | ||||||||||
Redemption price per share for outstanding IPO Warrants | $ / shares | $ 0.01 | ||||||||||
Equity instrument convertible threshold consecutive trading days | 20 days | ||||||||||
Minimum days prior written notice for redemption | 30 days | ||||||||||
Weighted average share price | $ / shares | $ 10 | ||||||||||
Minimum average daily trading volume of shares | 20,000 | ||||||||||
Private Placement | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 8 | ||||||||||
Number of common stock offered in one unit | 1 | 1 | |||||||||
Number of warrants offered in one unit | 1 | 1 | 1 | ||||||||
Proceeds from private placements | $ | $ 845,000 | $ 75,000 | |||||||||
Preferred stock offering cost | $ | $ 46,500 | $ 7,500 | |||||||||
Number of units issued | Units | 2,355,233 | 418,089 | |||||||||
Number of units offered | 422,838 | ||||||||||
Gross proceeds from initial public offering | $ | $ 2,500,000 | ||||||||||
Offering price per unit | $ / shares | $ 6 | ||||||||||
Private Placement Warrants | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Proceeds from private placements | $ | $ 1,250,000 | ||||||||||
Number of securities called by warrants or rights | 1,393,629 | ||||||||||
Number of warrant excercised | 1,393,629 | ||||||||||
IPO | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of common stock offered in one unit | 1 | ||||||||||
Number of warrants offered in one unit | 1 | ||||||||||
Number of units offered | 1,060,000 | ||||||||||
Gross proceeds from initial public offering | $ | $ 5,300,000 | ||||||||||
Net proceeds from initial public offering net of selling agent discounts and commissions, offering expenses | $ | $ 4,200,000 | ||||||||||
Offering price per unit | $ / shares | $ 5 | ||||||||||
Estimated fair value of common stock | $ / shares | $ 3.50 | ||||||||||
IPO | Warrants | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of outstanding warrants | 1,060,000 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5 | ||||||||||
Number of securities called by warrants or rights | 20,732 | 400 | 79 | ||||||||
Number of warrant excercised | 40,000 | 400 | 200 | ||||||||
Proceeds from Warrant Exercises | $ | $ 2,000 |
Convertible Preferred Stock, 56
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Detail Textuals 3) | Feb. 03, 2017shares | Nov. 30, 2016shares | Apr. 28, 2016USD ($)Units$ / sharesshares | Mar. 31, 2017shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of securities called by warrants or rights | 1,062,031 | ||||
Number of warrant excercised | 1,062,031 | ||||
Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of securities called by warrants or rights | 1,020,000 | 20,732 | 400 | 79 | |
Number of warrant excercised | 1,020,000 | 40,000 | 400 | 200 | |
IPO Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock offered in one unit | 1 | ||||
Number of warrants offered in one unit | 1 | ||||
Offering price per unit | $ / shares | $ 5 | ||||
Value of common stock | $ / shares | $ 5 | ||||
IPO Units | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of securities called by warrants or rights | 25,000 | ||||
IPO Units | Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of securities called by warrants or rights | 20,732 | 400 | 79 | ||
Number of warrant excercised | 40,000 | 400 | 200 | ||
Unit Purchase Options | IPO Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of unites offered | Units | 53,000 | ||||
Number of common stock offered in one unit | 1 | ||||
Number of warrants offered in one unit | 1 | ||||
Offering price per unit | $ / shares | $ 5 | ||||
Excercise Price | Units | 5.50 | ||||
Remaining contractual term | 4 years 7 months 6 days | ||||
Option valuation method | Black-Scholes option pricing model | ||||
Expected volatility | 50.00% | ||||
Risk free rate | 1.28% | ||||
Dividend yield | 0.00% | ||||
Fair value of underlying unit | $ / shares | $ 5 | ||||
Offering costs of options | $ | $ 105,100 |
Convertible Preferred Stock, 57
Convertible Preferred Stock, Stockholders' Deficit, and Warrants (Detail Textuals 4) - $ / shares | 1 Months Ended | ||||
Apr. 30, 2024 | Apr. 30, 2019 | Apr. 10, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price (in dollars per share) | $ 5.12 | $ 5 | |||
Series X Warrants | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock offered in one unit | 1 | ||||
Value of common stock | $ 6 | ||||
Exercise price (in dollars per share) | $ 6 | ||||
Redemption price per share for outstanding warrants | $ 0.01 | ||||
Minimum weighted average price per share required for excercise | $ 18 | ||||
Minimum days prior written notice for redemption | 30 days | ||||
Equity instrument convertible threshold consecutive trading days | 20 days | ||||
Number of warrant issued | 1,691,352 | ||||
Series A Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Value of common stock | 5 | ||||
Exercise price (in dollars per share) | $ 8 | ||||
Number of outstanding warrants | 422,838 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Numerator | |||
Net loss - as reported | $ (4,270,088) | $ (696,880) | |
Series A Convertible Preferred Stock dividends Undeclared and accumulated dividends( | [1] | (26,440) | |
Net loss attributable to common stockholders | $ (4,296,528) | $ (696,880) | |
Denominator | |||
Weighted-average common shares outstanding | 13,330,891 | 12,250,000 | |
Basic and diluted | |||
Net loss - as reported | $ (0.32) | $ (0.06) | |
Net loss attributable to common stockholders | $ (0.32) | $ (0.06) | |
[1] | The Series A Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company's Board of Directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 are payable-in-kind ("PIK") in additional shares of Series A Convertible Preferred Stock. The dividends may be settled, after April 1, 2021, at the option of the Company, through any combination of the issuance of additional Series A Convertible Preferred Stock, common shares, and /or cash payment. As of March 31, 2017, Series A Convertible Preferred Stock dividends totaling $26,440 or a payment-in-kind of 4,422 shares of Series A Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company's Board of Directors has not declared such dividends payable. Accordingly, the Company has not recognized a Series A Convertible Preferred Stock dividend payable liability as of March 31, 2017, and will not recognize such dividend payable liability until such dividends are declared by the Company's Board of Directors. |
Loss Per Share (Details 1)
Loss Per Share (Details 1) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 12,517,619 | 9,560,295 | |
IPO Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 10,579,695 | 9,560,295 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,831,924 | ||
Unit purchase options as to shares of common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 53,000 | ||
Unit purchase options as to shares underlying warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 53,000 | ||
Series A Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | ||
Series A Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | ||
[1] | As of March 31, 2017, the issued and outstanding Series A Convertible Preferred Stock were not convertible into, and the Series A Warrants were not exercisable for, common stock, as such conversion and /or exercise is not permitted prior to the time stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d). Additionally, the Series X Warrants are exercisable commencing on the first trading day following the later of (i) the date stockholder approval has been obtained under Nasdaq Stock Market Rule 5635(d) or (ii) October 31, 2018, and ending on April 30, 2024, or earlier upon redemption. Stockholder approval is scheduled to be effective on May 21, 2017. As of March 31, 2017, such stockholder approval had not been obtained, and therefore they are not counted as common stock equivalents for purposes of determining diluted weighted average shares outstanding. Notwithstanding, at March 31, 2017, the 422,838 shares of Series A Convertible Preferred Stock, would result in 422,838 shares of newly issued common stock if-converted by dividing the $6.00 stated value by the current conversion price of $6.00 per share; and, the 422,838 Series A Warrants, would result in 422,838 shares of common stock if-exercised for newly issued shares of common stock. Alternatively, if the 422,838 Series A Warrants issued and outstanding at March 31, 2017 were exchanged for Series X Warrants on a four-to-one basis under the terms of the Series A Warrant agreement, the Series X Warrants would result in 1,691,352 shares of common stock if-exercised for newly issued shares of common stock. |
Loss Per Share (Detail Textuals
Loss Per Share (Detail Textuals) | 3 Months Ended | |
Mar. 31, 2017USD ($)share$ / sharesshares | Dec. 31, 2016shares | |
Series A Convertible Preferred stock, shares issued | 422,838 | 0 |
Series A Convertible Preferred stock, shares outstanding | 422,838 | 0 |
Series A Warrants Exchange Option | ||
Warrant exercise price | $ / shares | $ 6 | |
Conversion Price | $ / shares | $ 6 | |
Number of common share excercise | 1 | |
Share Exchange Ratio | share | 4 | |
Series X Warrants | ||
Number of warrant issued | 1,691,352 | |
Series A Warrants | ||
Series A Convertible Preferred stock, shares issued | 422,838 | |
Series A Convertible Preferred stock, shares outstanding | 422,838 | |
Series A Convertible Preferred Stock | ||
Dividend rate of preferred stock | 8.00% | |
Preferred stock dividend amount | $ | $ 26,440 | |
Shares issued for dividend payments | 4,422 | |
Series A Convertible Preferred stock, shares issued | 422,838 | |
Warrant exercise price | $ / shares | $ 5 | |
Conversion Price | $ / shares | $ 6 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - $ / shares | 1 Months Ended | ||||
Apr. 30, 2024 | Apr. 30, 2019 | Apr. 10, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | |||||
Exercise price (in dollars per share) | $ 5.12 | $ 5 | |||
Subsequent Event | Series X Warrants | |||||
Subsequent Event [Line Items] | |||||
Exercise price (in dollars per share) | $ 0.01 | $ 6 | |||
Number of common stock offered in one unit | 1 | ||||
Number of warrants offered in one unit | 1 |