Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 09, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Moleculin Biotech, Inc. | |
Entity Central Index Key | 1,659,617 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MBRX | |
Entity Common Stock, Shares Outstanding | 12,054,813 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 6,183,783 | $ 28,091 |
Prepaid expenses | 244,869 | 0 |
Total current assets | 6,428,652 | 28,091 |
Long-Term Assets: | ||
Furniture and equipment, net of accumulated depreciation | 16,346 | 0 |
Intangible assets | 11,128,790 | 0 |
Total Assets | 17,573,788 | 28,091 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 944,997 | 322,790 |
Accounts payable and accrued expenses-related party | 37,500 | 0 |
Convertible notes payable | 297,656 | 450,000 |
Total current liabilities | 1,280,153 | 772,790 |
Long-term payable-related party | 50,000 | 0 |
Total Liabilities | 1,330,153 | 772,790 |
Commitment and contingencies | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 75,000,000 authorized, 12,054,813 and 6,661,000 shares issued and outstanding, respectively | 12,055 | 6,661 |
Subscription receivable | (3,000) | (3,000) |
Additional paid-in capital | 19,485,987 | 0 |
Accumulated deficit | (3,251,407) | (748,360) |
Total Stockholders' Equity (Deficit) | 16,243,635 | (744,699) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 17,573,788 | $ 28,091 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 12,054,813 | 6,661,000 |
Common Stock, Shares, Outstanding | 12,054,813 | 6,661,000 |
Statements of Operations
Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | |
Revenue | $ 0 | $ 0 | $ 0 |
Operating expenses: | |||
Research and development | 38,409 | 496,659 | 616,498 |
General and administrative | 184,344 | 924,041 | 1,847,613 |
Depreciation | 0 | 977 | 1,629 |
Total operating expense | 222,753 | 1,421,677 | 2,465,740 |
Loss from operations | (222,753) | (1,421,677) | (2,465,740) |
Other expense: | |||
Interest expense | (1,562) | (10,402) | (37,307) |
Net loss | $ (224,315) | $ (1,432,079) | $ (2,503,047) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.05) | $ (0.12) | $ (0.28) |
Weighted average common shares outstanding - basic and diluted (in shares) | 4,320,015 | 11,579,239 | 9,066,804 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (224,315) | $ (2,503,047) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 0 | 1,629 |
Stock-based compensation | 0 | 208,939 |
Shares issued for licenses used for research and development | 2,061 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (23,000) | (244,869) |
Accounts payable and accrued expenses | 63,010 | (146,799) |
Accounts payable and accrued expenses - related parties | 19,584 | 87,500 |
Net Cash Used in Operating Activities | (162,660) | (2,596,647) |
Cash Flows from Investing Activities: | ||
Cash paid for purchase of fixed assets | 0 | (10,155) |
Cash paid for acquisition of Moleculin, LLC, net with cash acquired | 0 | (99,638) |
Net Cash Used in Investing Activities | 0 | (109,793) |
Cash Flows from Financing Activities: | ||
Proceeds from notes payable | 250,000 | 165,000 |
Payments on notes payable | 0 | (469,939) |
Proceeds from sale of common stock, net of direct offering costs | 0 | 9,167,071 |
Net Cash Provided by Financing Activities | 250,000 | 8,862,132 |
Net change in cash and cash equivalents | 87,340 | 6,155,692 |
Cash and cash equivalents, at beginning of period | 0 | 28,091 |
Cash and cash equivalents, at end of period | 87,340 | 6,183,783 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 47,950 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued to acquire Moleculin, LLC | 0 | 9,773,586 |
Common stock issued for conversion of debt | 0 | 341,785 |
Shares subscribed | $ 4,600 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 Description of Business and Summary of Significant Accounting Policies The terms “MBI” or “the Company”, “we”, “our” and “us” are used herein to refer to Moleculin Biotech, Inc. MBI is a preclinical and clinical-stage pharmaceutical company organized as a Delaware corporation in July 2015 to focus on the development of anti-cancer drug candidates, some of which are based on license agreements with The University of Texas System on behalf of the M.D. Anderson Cancer Center, which we refer to as MD Anderson. Our lead drug candidate is liposomal Annamycin, which we refer to as Annamycin, an anthracycline intended for the treatment of relapsed or refractory acute myeloid leukemia, or AML. In August 2015, the Company entered into a rights transfer agreement with AnnaMed, Inc. (“AnnaMed”), a company affiliated with certain members of the Company’s management and board of directors, pursuant to which, in exchange for 1,431,000 The Annamycin drug substance is no longer covered by any existing patent protection. We intend to submit patent applications for formulation, synthetic process and reconstitution related to our Annamycin drug product candidate, although there is no assurance that we will be successful in obtaining such patent protection. Independently from potential patent protection, we believe Annamycin will qualify for Orphan Drug status, which could entitle us to market exclusivity of up to 7 and 10 years from the date of approval of a New Drug Application (“NDA”) and Marketing Authorization (“MA”), in the US and the European Union (“EU”), respectively. However, there can be no assurance that such status will be granted. Separately, the FDA may also grant market exclusivity of up to five years for newly approved new chemical entities (of which Annamycin would be one), but there can be no assurance that such exclusivity will be granted or, if granted, for how long. We have two other drug development projects in progress, one involving a portfolio of small molecules, which we refer to as the WP1066 Portfolio, focused on the modulation of key oncogenic transcription factors involved in the progression of cancer, and the WP1122 Portfolio, a suite of molecules targeting the metabolic processes involved in cancer in general, and glioblastoma (the most common form of brain tumor) in particular. We have been granted royalty-bearing, worldwide, exclusive licenses for the patent and technology rights related to our WP1066 Portfolio and WP1122 Portfolio drug technologies, as these patent rights are owned by MD Anderson. On August 11, 2015, the Company entered into a rights transfer agreement for WP1122 with IntertechBio Corporation (“IntertechBio”), a company affiliated with certain members of our management, whereby IntertechBio agreed to assign its license or sublicense its license to certain metabolic inhibitor technology owned by MD Anderson. In consideration, the Company issued 630,000 The Company filed a registration statement on Form S-1 (which was declared effective on May 2, 2016) with respect to the Company’s initial public offering of shares of its common stock (“IPO”) to fund the development of its technologies. Prior to the declaration of effectiveness of the registration statement on Form S-1, we acquired Moleculin, LLC which was merged with and into MBI, which survived the merger. Moleculin, LLC was the holder of a license agreement with MD Anderson covering technology referred to as the WP1066 Portfolio, which is focused on the modulation of key oncogenic transcription factors. The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the audited financial statements of the Company as of December 31, 2015 and for the period from July 28, 2015 (inception) to December 31, 2015 and notes thereto contained in the Registration Statement on Form S-1 filed with the SEC on April 27, 2016. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Acquisition We acquired Moleculin, LLC (“Moleculin”) on May 2, 2016, and, going forward Going Concern 3,251,407 The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2016, all of the Company’s cash was deposited in two banks and at December 31, 2015, all of the Company’s cash was deposited in one bank. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at September 30, 2016 was $ 5,693,442 2 3 100 Intangible assets - We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Beneficial Conversion Feature - From time to time, the Company may issue convertible notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. Prior to the Company’s IPO, the Company estimates the fair value of its common stock using the most recent selling price available. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method. - Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would have been anti-dilutive. As of September 30, 2016, the Company’s potentially dilutive shares included notes convertible to 1,928,899 510,000 107,802 Research and development costs are expensed as incurred. The Company’s management reviewed all material events through the date these financial statements were issued for subsequent event disclosure consideration. In May 2014, the FASB issued Accounting Standard Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a proposal to defer the effective date of the guidance until annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that this standard will have on its financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods beginning after December 15, 2016, and for annual and interim periods thereafter; early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718). The new guidance changes the accounting and simplifies various aspects of the accounting for share-based payments to employees. The guidance allows for a policy election to account for forfeitures as they occur or based on an estimated number of awards that are expected to vest. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 2 Intangible Assets The Acquisition of Moleculin, LLC On May 2, 2016, Moleculin, LLC, a Texas limited liability company, was merged with and into the Company. As a result of the merger, the Company issued to the holders of Moleculin equity interests an aggregate of 999,931 5,999,586 6.00 57,822 As additional consideration payable to the Moleculin unit holders, we agreed pursuant to the merger agreement that if drugs for dermatology indications are successfully developed by us using any of the Existing IP Assets, then the Moleculin, LLC unit holders, in the aggregate, will be entitled to receive a 2.5 Our acquisition of Moleculin, LLC, occurring prior to our IPO offering, provided us with the rights to the license agreement that Moleculin, LLC had with MD Anderson covering the WP1066 Portfolio. However, Moleculin, LLC had previously granted Houston Pharmaceuticals, Inc. (“HPI”), a related party, an option, which could be exercised at any time, to obtain an exclusive sub-license to develop the WP1066 Portfolio in all non-dermatological fields. Moleculin, LLC had previously pursued development of the WP1066 Portfolio for treatment of psoriasis, however, psoriasis related clinical trials had been terminated. Because WP1066 has shown significant activity against a wide range of tumors, Moleculin, LLC focus prior to the acquisition included the development of drugs for cancer treatment. However, the exclusive sub-license option held by HPI precluded Moleculin, LLC from pursuing drug development related to non-skin cancers, in addition to potentially creating significant intellectual property, clinical and commercialization risks associated with drug development for skin cancers. Re-acquisition of the HPI option was therefore essential for the values of both the WP1066 Portfolio and Moleculin, LLC. In connection with the acquisition of Moleculin, LLC, we also negotiated on behalf of Moleculin, LLC two agreements with HPI. Under the first agreement, the HPI’s option to obtain the aforementioned exclusive sublicense was terminated in exchange for a payment of $ 100,000 629,000 1.0 750,000 1.0 The agreements with HPI were executed on May 2, 2016, simultaneously with the closing of the Moleculin, LLC acquisition, and were non-cancelable but contingent on the Company’s ability to complete the IPO by June 30, 2016. They became effective on May 31, 2016. The termination of the HPI option was completed on behalf of Moleculin, LLC, was required to enable the sale of Moleculin, LLC by materializing the value of its most significant asset, and was non-cancelable by either party. Further, the HPI option termination price was determined simultaneously with the acquisition on May 2, 2016 as our IPO price was established at that time. Accordingly, we concluded that this transaction was primarily for the benefit of Moleculin, LLC and its former owners, resulting in control of the underlying intellectual property and thereby increasing the value of Moleculin, LLC intangible assets immediately prior to the closing of its acquisition by us. The HPI option termination price amounted to $ 3,874,000 629,000 6.00 100,000 Purchase Price Allocation Cash $ 362 Property and equipment 7,820 Intangibles 11,128,790 Total assets acquired $ 11,136,972 Liability assumed (HPI) (3,874,000) Liabilities assumed (1,205,564) Net assets acquired/total consideration transferred $ 6,057,408 The Company is in the process of obtaining input from third-parties regarding its tangible and intangible assets and other information necessary to measure the fair value of the assets acquired and liabilities assumed in connection with the acquisition of Moleculin, LLC; thus the provisional measurements of current assets, property and equipment, intangibles, and liabilities assumed are subject to change, which could be significant. We will finalize the amounts recognized as we obtain the information necessary to complete our analysis. As of this date, management believes all or most of the intangible assets are IPR&D related to the WP1066 Portfolio, and, as such, no amortization has been recorded to date. Any changes to the provisional measurements will be recognized in the period in which they are determined. We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date. September 30, December 31, Intangibles acquired from Moleculin, LLC $ 11,128,790 $ Unaudited Pro Forma Results of Operations The following comparative table presents the unaudited condensed pro forma results of operations that reflect the acquisition of Moleculin as if the acquisition had occurred as of the first day of each period presented, adjusted for items that are directly attributable to the acquisition. For the Pro Forma Pro Forma Pro Forma Total operating expenses $ (1,421,677) $ (2,561,908) $ (295,422) $ (769,549) Net loss $ (1,432,079) $ (2,539,677) $ (297,129) $ (779,779) Net loss per common share basic and diluted $ (0.12) $ (0.27) $ (0.07) $ (0.38) Weighted average outstanding common shares basic and diluted 11,579,239 9,513,660 4,052,116 2,028,506 The nine months ended September 30, 2016 are adjusted on a pro forma basis to exclude $ 145,078 The three months ended September 30, 2015 are adjusted on a pro forma basis to exclude $ 112,846 The nine months ended September 30, 2015 are adjusted on a pro forma basis to exclude $ 322,547 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable Abstract [Abstract] | |
Convertible Notes Payable Disclosure [Text Block] | Note 3 Convertible Notes Payable On various dates from August 31, 2015 through January 19, 2016, each as amended on March 10, 2016, the Company entered into seven unsecured promissory notes with three separate third party investors. Each note bears interest at 8.0 Since the completion of the IPO occurred prior to June 30, 2016, these notes were to be automatically converted according to their terms into shares of the Company’s common stock at applicable conversion price upon the Company’s IPO to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99 The IPO was completed on May 31, 2016. On May 31, 2016, pursuant to the conversion feature of the foregoing notes and with restriction of the 4.99 1,166,503 183,356 17,699 800,057 133,988 6,742 1,928,899 The convertible notes were analyzed for a beneficial conversion feature on various issuance dates, at which time it was concluded that a beneficial conversion feature did not exist. Issuance Date September 30, December 31, Conversion Rate Shares August 31, 2015 (a) $ 38,299 $ 125,000 $ 0.1299 294,832 September 3, 2015 125,000 125,000 0.1299 962,279 October 4, 2015(a)(c) 30,280 147,000 0.20 151,402 October 4, 2015(b) 3,000 0.20 October 28, 2015(b) 50,000 0.20 January 14, 2016(c) 21,577 0.20 107,886 January 19, 2016 82,500 0.20 412,500 Total $ 297,656 $ 450,000 1,928,899 (a) Debt partially converted on May 31, 2016 and on August 19, 2016. (b) Debt fully converted to common shares on May 31, 2016. (c) Debt partially converted on September 1, 2016. The common shares relating to the above mentioned convertible notes payable contain the following trading restrictions: (a) beginning 90 days after the initial closing of our IPO and until the one-year anniversary of the initial closing of the IPO, the holder of the note will be able to sell 1% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 4% of the daily volume; (b) if the common stock price is over $7.00 per share for five consecutive trading days then the holder of the note can sell up to 3% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 4% of the daily volume; (c) if the common stock price is over $10.00 per share for five consecutive trading days then the holder of the note can sell up to an additional 5% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 7% of the daily volume; and (d) if the common stock price is over $14.00 per share then the holder of the note is not restricted from making any sales until such time as the common stock price falls back below $14.00 per share; and (b) thereafter, until the two-year anniversary of the initial closing of IPO, the holder of the note can sell on any trading day 10% of the daily volume; provided that if the common stock price is over $10.00 per share then the holder of the note is not restricted from making any sales until such time as the common stock falls back below $10.00 per share. The foregoing lock-up restrictions relate to public sales and do not restrict the transfer of the shares privately, if permitted by applicable law, provided the acquirer of the shares agrees to comply with the above restrictions with respect to any public sales. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 4 Equity On May 2, 2016, the Company amended and restated its certificate of incorporation to increase the number of shares authorized to 80,000,000 5,000,000 75,000,000 Preferred Stock We are authorized to issue up to 5,000,000 Common Stock On May 31, 2016, the Company completed its IPO and sold 1,540,026 6.00 8,464,183 107,802 5 7.50 374,763 1.39 5 80.61 In August 2015, the Company agreed to issue 4,600,000 4,600 3,000 During the period from January 1, 2016 through May 2, 2016, the Company sold 234,296 702,888 These shares are subject to the following lock-up agreement, from and after the later of six months after issuance or 90 days from the effective date of our IPO registration statement until the one-year anniversary thereof, (a) the holder of the shares can sell up to 10% of the purchased shares per month, subject to a maximum sale on any trading day of 8% of the daily volume of the common stock; (b) if the common stock price is over $7.00 per share for five consecutive trading days then the holder of the shares can sell up to 20% of the purchased shares per month, subject to a maximum sale on any trading day of 10% of the daily volume of the common stock; and (c) if the common stock price is over $12.00 per share then the holder of the shares is not restricted from making any sales until such time as the common stock price falls back below $12.00 per share. On June 20, 2016, the Company agreed to issue 24,000 157,688 Adoption of 2015 Stock Plan On December 5, 2015, the Board of Directors of the Company approved the Company’s 2015 Stock Plan, which was amended on April 22, 2016. The expiration date of the plan is December 5, 2025 2,500,000 Number of Weighted Weighted Aggregate Outstanding, December 31, 2015 200,000 $ 0.20 Granted 460,000 5.83 Cancelled (150,000) 0.20 Outstanding, September 30, 2016 510,000 $ 5.28 9.29 $ 275,500 Exercisable, September 30, 2016 50,000 $ 0.20 3.67 $ 275,500 During the nine months ended September 30, 2016, the Company granted an employee and its board of directors options, in the aggregate, to purchase 460,000 5.71 5.85 10 3 4 1,725,052 1.30 6 6.25 70.18 70.44 51,251 . 50,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 5 Income Taxes As of September 30, 2016, the Company had an operating loss carry forward of approximately $ 3,343,000 2035 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 6 Commitments and Contingencies MD Anderson IntertechBio Agreement On August 11, 2015, the Company acquired the rights and obligations under the Patent and Technology License Agreement entered into between IntertechBio and MD Anderson dated April 2, 2012. Pursuant to the agreement, IntertechBio obtained a royalty-bearing, worldwide, exclusive license to intellectual property including patent rights related to the Company’s drug product candidate, WP1122. Under the agreement, IntertechBio agreed to pay annual maintenance fee in the amount of $ 10,000 20,000 40,000 60,000 80,000 100,000 200,000 400,000 600,000 Phase Amount Commencement of Phase II Study for a licensed product $ 200,000 Commencement of Phase III Study for a licensed product $ 250,000 Filing of a New Drug Application for a licensed product $ 400,000 Receipt of market approval for a licensed product $ 500,000 Per the October 2015 amendment to the agreement, MD Anderson has the right to terminate the license agreement if (i) a preclinical toxicology program for a licensed product is not initiated within one year of the effective date of the amendment (which has occurred), (ii) an investigational new drug application is not filed with the Food and Drug Administration for a Phase I study for a licensed product within three years of the effective date of the amendment, or (iii) a Phase I study for a licensed product is not commenced within five years of the effective date of the amendment. The agreement will expire upon the expiration of the licensed intellectual property. The rights obtained by the Company pursuant to the agreement are made subject to the rights of the U.S. government to the extent that the technology covered by the licensed intellectual property was developed under a funding agreement between MD Anderson and the U.S. government. All out-of-pocket expenses incurred by MD Anderson in filing, prosecuting and maintaining the licensed patents have been and shall continue to be assumed by the Company. On October 8, 2015, IntertechBio Corporation entered into a letter agreement with MD Anderson wherein MD Anderson agreed to receive past due maintenance fees and patent expenses of $ 98,108 65,504 98,108 65,504 45,000 42,504 MD Anderson Patent & Technology License Agreement Upon the Company’s acquisition of Moleculin, LLC on May 2, 2016, we obtained a royalty-bearing, worldwide, exclusive license to intellectual property rights, including patent rights related to our WP1066 drug product candidate from MD Anderson through a Patent and Technology License Agreement Moleculin, LLC entered with MD Anderson on June 21, 2010 (the “Moleculin License Agreement”). Under the Moleculin License Agreement, Moleculin, LLC obtained the right to manufacture, have manufactured, use, import, offer to sell or sell products worldwide for any indication under the licensed intellectual property with the right to sublicense. In consideration, Moleculin, LLC agreed to make payments to MD Anderson including an up-front payment, milestone payments and minimum annual royalty payments for sales of products developed under the license agreement. Specifically, under the Moleculin License Agreement, Moleculin, LLC agreed to pay a nonrefundable upfront documentation fee and an annual maintenance fee in the amount of $ 20,000 10,000 100,000 200,000 Upon completion of our acquisition of Moleculin, LLC, we assumed the rights and obligations of Moleculin, LLC. However, the rights we have obtained pursuant to the assignment of the Moleculin License Agreement are made subject to the rights of the U.S. government to the extent that the technology covered by the licensed intellectual property was developed under a funding agreement between MD Anderson and the U.S. government. All out-of-pocket expenses incurred by MD Anderson in filing, prosecuting and maintaining the licensed patents have been and shall continue to be assumed by us. On October 8, 2015, Moleculin, LLC entered into a letter agreement with MD Anderson for Moleculin, LLC’s past due fees to MD Anderson in the amount of $ 691,186 300,000 125,000 175,000 91,186 125,000 On October 19, 2015, the agreement was amended for the milestone payments. The amended milestone payments are as follows: (i) commencement of Phase III Study for first licensed drug/product within the United States, Europe, China or Japan - $150,000; (ii) submission of the first NDA within the United States - $500,000; and (iii) receipt of first marketing approval for sale of a license product in the United States $600,000. On January 28, 2016, the Company and Moleculin, LLC entered into a letter agreement with MD Anderson where MD Anderson agreed to receive the remaining outstanding amount on or before the earlier of April 30, 2016 or four days after our IPO. This date was amended and per the amended agreement, the Company paid the outstanding Moleculin, LLC fees on May 31, 2016 in the amount of $ 306,186 Bonwick Capital Partners LLC On January 22, 2016, as amended on February 15, 2016, the Company entered into a letter agreement with Bonwick Capital Partners LLC. (“Bonwick”) to engage Bonwick as an exclusive financial advisor of the Company. Pursuant to the agreement, the Company agreed to: a) pay success fees equal to 7 7 125 25,000 100,000 50,000 Bonwick is also entitled to a success fee as set forth above if the Company completes a financing with parties introduced by Bonwick prior to the termination agreement or during the 6-month period following the termination of the agreement, which occurred on August 2, 2016. In connection with the Company’s IPO, Bonwick received a success fee of $ 646,872 107,802 7.50 6,266 Houston Pharmaceuticals, Inc. Our acquisition of Moleculin, LLC, occurring prior to our IPO offering, provided us with the rights of the license agreement that Moleculin, LLC had with MD Anderson covering the WP1066 Portfolio. As discussed in Note 2, we are obligated to make payments to HPI totaling $ 750,000 1.0 Employment Agreement On October 13, 2016, the Company and its Chief Executive Officer entered into an employment agreement, pursuant to which, during the period commencing June 1, 2016 and ending June 1, 2017, $ 12,500 50,000 |
Description of Business and S12
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the audited financial statements of the Company as of December 31, 2015 and for the period from July 28, 2015 (inception) to December 31, 2015 and notes thereto contained in the Registration Statement on Form S-1 filed with the SEC on April 27, 2016. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates in Financial Statement Presentation - The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Business Combinations Policy [Policy Text Block] | Acquisition We acquired Moleculin, LLC (“Moleculin”) on May 2, 2016, and, going forward |
Going Concern, Policy [Policy Text Block] | Going Concern 3,251,407 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents - The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2016, all of the Company’s cash was deposited in two banks and at December 31, 2015, all of the Company’s cash was deposited in one bank. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000. The amount in excess of the FDIC insurance at September 30, 2016 was $ 5,693,442 2 3 100 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible assets - We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. |
Debt Instrument, Convertible, Beneficial Conversion Feature Policy [Policy Text Block] | - From time to time, the Company may issue convertible notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. Prior to the Company’s IPO, the Company estimates the fair value of its common stock using the most recent selling price available. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Income Tax, Policy [Policy Text Block] | Income Taxes - The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based Compensation - Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Common Share - Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would have been anti-dilutive. As of September 30, 2016, the Company’s potentially dilutive shares included notes convertible to 1,928,899 510,000 107,802 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs - Research and development costs are expensed as incurred. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events - The Company’s management reviewed all material events through the date these financial statements were issued for subsequent event disclosure consideration. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standard Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a proposal to defer the effective date of the guidance until annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that this standard will have on its financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods beginning after December 15, 2016, and for annual and interim periods thereafter; early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718). The new guidance changes the accounting and simplifies various aspects of the accounting for share-based payments to employees. The guidance allows for a policy election to account for forfeitures as they occur or based on an estimated number of awards that are expected to vest. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition price was allocated on a preliminary basis, which is subject to change, to the assets acquired and liabilities assumed based upon their estimated fair values and the information available to management. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. Cash $ 362 Property and equipment 7,820 Intangibles 11,128,790 Total assets acquired $ 11,136,972 Liability assumed (HPI) (3,874,000) Liabilities assumed (1,205,564) Net assets acquired/total consideration transferred $ 6,057,408 |
Intangible Assets Disclosure [Text Block] | Intangible assets consisted of the following at September 30, 2016 and December 31, 2015: September 30, December 31, Intangibles acquired from Moleculin, LLC $ 11,128,790 $ |
Business Acquisition, Pro Forma Information [Table Text Block] | This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future. For the Pro Forma Pro Forma Pro Forma Total operating expenses $ (1,421,677) $ (2,561,908) $ (295,422) $ (769,549) Net loss $ (1,432,079) $ (2,539,677) $ (297,129) $ (779,779) Net loss per common share basic and diluted $ (0.12) $ (0.27) $ (0.07) $ (0.38) Weighted average outstanding common shares basic and diluted 11,579,239 9,513,660 4,052,116 2,028,506 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable Abstract [Abstract] | |
Convertible Debt [Table Text Block] | The table below represents the shares that are convertible at September 30, 2016 relating to the principal amounts of these convertible notes payable and excludes any shares that are convertible relating to the associated accrued interest: Issuance Date September 30, December 31, Conversion Rate Shares August 31, 2015 (a) $ 38,299 $ 125,000 $ 0.1299 294,831 September 3, 2015 125,000 125,000 0.1299 962,279 October 4, 2015(a)(c) 30,280 147,000 0.20 151,402 October 4, 2015(b) 3,000 0.20 October 28, 2015(b) 50,000 0.20 January 14, 2016(c) 21,577 0.20 107,886 January 19, 2016 82,500 0.20 412,500 Total $ 297,656 $ 450,000 1,928,899 (a) Debt partially converted on May 31, 2016 and on August 19, 2016. (b) Debt fully converted to common shares on May 31, 2016. (c) Debt partially converted on September 1, 2016 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of option activities for the nine months ended September 30, 2016: Number of Weighted Weighted Aggregate Outstanding, December 31, 2015 200,000 $ 0.20 Granted 460,000 5.83 Cancelled (150,000) 0.20 Outstanding, September 30, 2016 510,000 $ 5.28 9.29 $ 275,500 Exercisable, September 30, 2016 50,000 $ 0.20 3.67 $ 275,500 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Patent And Technology License Agreement, Milestone Payments [Table Text Block] | Pursuant to an amendment on October 19, 2015, the Company will pay milestone payments as follows: Phase Amount Commencement of Phase II Study for a licensed product $ 200,000 Commencement of Phase III Study for a licensed product $ 250,000 Filing of a New Drug Application for a licensed product $ 400,000 Receipt of market approval for a licensed product $ 500,000 |
Description of Business and S17
Description of Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2015 | Sep. 30, 2016 | Oct. 13, 2016 | Dec. 31, 2015 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Retained Earnings (Accumulated Deficit), Total | $ (3,251,407) | $ (748,360) | ||
Cash, Uninsured Amount | $ 5,693,442 | |||
Subsequent Event [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Certificates of Deposit, at Carrying Value | $ 3,000,000 | |||
FDIC Insured Percentage | 100.00% | |||
Due from Banks | $ 2,000,000 | |||
Warrant [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 107,802 | |||
Employee Stock Option [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 510,000 | |||
Convertible Debt Securities [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,928,899 | |||
Use Rights [Member] | AnnaMed, Inc [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 1,431,000 | |||
Use Rights [Member] | IntertechBio Corporation [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 630,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2016 | May 31, 2016 |
Business Combination Segment Allocation [Line Items] | ||
Liabilities assumed | $ (1,000,000) | |
Houston Pharmaceuticals, Inc [Member] | ||
Business Combination Segment Allocation [Line Items] | ||
Liabilities assumed | $ (3,874,000) | |
Moleculin LLC [Member] | ||
Business Combination Segment Allocation [Line Items] | ||
Cash | 362 | |
Property and equipment | 7,820 | |
Intangibles | 11,128,790 | |
Total assets acquired | 11,136,972 | |
Liabilities assumed | (1,205,564) | |
Net assets acquired/total consideration transferred | $ 6,057,408 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Other Intangible Assets [Member] | ||
Business Combination Segment Allocation [Line Items] | ||
Intangibles acquired from Moleculin, LLC | $ 11,128,790 | $ 0 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Total operating expenses | $ (1,421,677) | $ (295,422) | $ (2,561,908) | $ (769,549) |
Net loss | $ (1,432,079) | $ (297,129) | $ (2,539,677) | $ (779,779) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.12) | $ (0.07) | $ (0.27) | $ (0.38) |
Weighted average outstanding common shares - basic and diluted (in shares) | 11,579,239 | 4,052,116 | 9,513,660 | 2,028,506 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | May 02, 2016 | Jul. 31, 2016 | Sep. 30, 2015 | May 02, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | May 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 1,000,000 | ||||||
Stock Issued During Period, Shares, New Issues | 234,296 | ||||||
Houston Pharmaceuticals, Inc [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 3,874,000 | ||||||
Stock Issued During Period, Shares, New Issues | 629,000 | ||||||
Accrued license agreement payment | $ 100,000 | ||||||
Share Price | $ 6 | ||||||
Moleculin LLC [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Notes Receivable, Related Parties | $ 57,822 | $ 57,822 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,205,564 | ||||||
Royalty On Net Revenues | 2.50% | 2.50% | |||||
Share Price | $ 6 | $ 6 | |||||
Moleculin LLC [Member] | Acquisition Date One [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization of Debt Issuance Costs and Discounts | $ 145,078 | ||||||
Moleculin LLC [Member] | Acquisition Date Two [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization of Debt Issuance Costs and Discounts | $ 112,846 | ||||||
Moleculin LLC [Member] | Acquisition Date Three [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization of Debt Issuance Costs and Discounts | $ 322,547 | ||||||
Moleculin LLC [Member] | License Agreement [Member] | Houston Pharmaceuticals, Inc [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 629,000 | ||||||
Accrued license agreement payment | $ 100,000 | $ 100,000 | |||||
Moleculin LLC [Member] | Out-Lincense Agreement [Member] | Houston Pharmaceuticals, Inc [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Licencing Arrangements Consideration Payable | 750,000 | 750,000 | |||||
Licencing Arrangements Reserve | 1,000,000 | 1,000,000 | |||||
Payments to Acquire Intangible Assets | $ 1,000,000 | ||||||
Common Stock [Member] | Moleculin LLC [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 999,931 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 5,999,586 | $ 5,999,586 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Convertible Notes Payable, Current | $ 297,656 | $ 450,000 | |
Debt Instrument, Convertible, Number of Common Shares | 1,928,899 | ||
Investor A [Member] | Issue Date August 31 2015 [Member] | |||
Debt Instrument, Issuance Date | [1] | Aug. 31, 2015 | |
Convertible Notes Payable, Current | [1] | $ 38,299 | 125,000 |
Debt Instrument, Convertible, Conversion Price | [1] | $ 0.1299 | |
Debt Instrument, Convertible, Number of Common Shares | [1] | 294,832 | |
Investor A [Member] | Issue Date September 03 2015 [Member] | |||
Debt Instrument, Issuance Date | Sep. 3, 2015 | ||
Convertible Notes Payable, Current | $ 125,000 | 125,000 | |
Debt Instrument, Convertible, Conversion Price | $ 0.1299 | ||
Debt Instrument, Convertible, Number of Common Shares | 962,279 | ||
Investor B [Member] | Issue Date October 04 2015 One [Member] | |||
Debt Instrument, Issuance Date | [1],[2] | Oct. 4, 2015 | |
Convertible Notes Payable, Current | [1],[2] | $ 30,280 | 147,000 |
Debt Instrument, Convertible, Conversion Price | [1],[2] | $ 0.2 | |
Debt Instrument, Convertible, Number of Common Shares | [1],[2] | 151,402 | |
Investor C [Member] | Issue Date October 04 2015 Two [Member] | |||
Debt Instrument, Issuance Date | [3] | Oct. 4, 2015 | |
Convertible Notes Payable, Current | [3] | $ 0 | 3,000 |
Debt Instrument, Convertible, Conversion Price | [3] | $ 0.2 | |
Debt Instrument, Convertible, Number of Common Shares | [3] | 0 | |
Investor D [Member] | Issue Date October 28 2015 [Member] | |||
Debt Instrument, Issuance Date | [3] | Oct. 28, 2015 | |
Convertible Notes Payable, Current | [3] | $ 0 | 50,000 |
Debt Instrument, Convertible, Conversion Price | [3] | $ 0.2 | |
Debt Instrument, Convertible, Number of Common Shares | [3] | 0 | |
Investor D [Member] | Issue Date January 19 2016 [Member] | |||
Debt Instrument, Issuance Date | Jan. 19, 2016 | ||
Convertible Notes Payable, Current | $ 82,500 | 0 | |
Debt Instrument, Convertible, Conversion Price | $ 0.2 | ||
Debt Instrument, Convertible, Number of Common Shares | 412,500 | ||
Investor E [Member] | Issue Date January 14 2016 [Member] | |||
Debt Instrument, Issuance Date | [2] | Jan. 14, 2016 | |
Convertible Notes Payable, Current | [2] | $ 21,577 | $ 0 |
Debt Instrument, Convertible, Conversion Price | [2] | $ 0.2 | |
Debt Instrument, Convertible, Number of Common Shares | [2] | 107,886 | |
[1] | Debt partially converted on May 31, 2016 and on August 19, 2016. | ||
[2] | Debt partially converted on September 1, 2016 | ||
[3] | Debt fully converted to common shares on May 31, 2016. |
Convertible Notes Payable (De23
Convertible Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
May 31, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | |
Debt Conversion, Converted Instrument, Common Stock Shares Issued Trading Restrictions Description | (a) beginning 90 days after the initial closing of our IPO and until the one-year anniversary of the initial closing of the IPO, the holder of the note will be able to sell 1% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 4% of the daily volume; (b) if the common stock price is over $7.00 per share for five consecutive trading days then the holder of the note can sell up to 3% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 4% of the daily volume; (c) if the common stock price is over $10.00 per share for five consecutive trading days then the holder of the note can sell up to an additional 5% of the number of shares of common stock underlying the note on a monthly basis, subject to a maximum sale on any trading day of 7% of the daily volume; and (d) if the common stock price is over $14.00 per share then the holder of the note is not restricted from making any sales until such time as the common stock price falls back below $14.00 per share; and (b) thereafter, until the two-year anniversary of the initial closing of IPO, the holder of the note can sell on any trading day 10% of the daily volume; provided that if the common stock price is over $10.00 per share then the holder of the note is not restricted from making any sales until such time as the common stock falls back below $10.00 per share. The foregoing lock-up restrictions relate to public sales and do not restrict the transfer of the shares privately, if permitted by applicable law, provided the acquirer of the shares agrees to comply with the above restrictions with respect to any public sales. | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,166,503 | 800,057 | |
Debt Conversion, Original Debt, Amount | $ 183,356 | $ 133,988 | |
Interest Payable, Current | $ 17,699 | $ 6,742 | $ 6,742 |
IPO [Member] | |||
Equity Method Investment, Ownership Percentage | 4.99% | 4.99% | 4.99% |
Debt Conversion, Converted Instrument, Additional Shares Issued | 1,928,899 | ||
Unsecured Promissory Notes [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% |
Equity (Details)
Equity (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding Balance | shares | 200,000 |
Number of Shares, Granted | shares | 460,000 |
Number of Shares, Cancelled | shares | (150,000) |
Number of Shares, Outstanding Balance | shares | 510,000 |
Number of Shares, Exercisable | shares | 50,000 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.20 |
Weighted Average Exercise Price, Granted | $ / shares | 5.83 |
Weighted Average Exercise Price, Cancelled | $ / shares | 0.20 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | 5.28 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.20 |
Weighted Average Remaining Contractual Term (in years), Outstanding | 9 years 3 months 14 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 3 years 8 months 1 day |
Aggregate Intrinsic Value, Outstanding Balance | $ | $ 275,500 |
Aggregate Intrinsic Value, Exercisable | $ | $ 275,500 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 9 Months Ended | ||||
Jun. 20, 2016 | May 31, 2016 | Apr. 22, 2016 | Sep. 30, 2015 | May 02, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | |
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 234,296 | |||||||
Stock Issued During Period, Value, New Issues | $ 702,888 | |||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 3,000 | $ 3,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 5, 2025 | |||||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||||
Share-based Compensation, Total | $ 0 | $ 208,939 | ||||||
Class of Warrant or Right, Period from which Warrants or Rights Exercisable | 5 years | |||||||
Proceeds from Issuance Initial Public Offering | $ 0 | $ 9,167,071 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 107,802 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||||
Common Stock Lock-Up and Leak-Out Agreements Description | These shares are subject to the following lock-up agreement, from and after the later of six months after issuance or 90 days from the effective date of our IPO registration statement until the one-year anniversary thereof, (a) the holder of the shares can sell up to 10% of the purchased shares per month, subject to a maximum sale on any trading day of 8% of the daily volume of the common stock; (b) if the common stock price is over $7.00 per share for five consecutive trading days then the holder of the shares can sell up to 20% of the purchased shares per month, subject to a maximum sale on any trading day of 10% of the daily volume of the common stock; and (c) if the common stock price is over $12.00 per share then the holder of the shares is not restricted from making any sales until such time as the common stock price falls back below $12.00 per share. | |||||||
Shares Authorized | 80,000,000 | |||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 460,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.83 | |||||||
PCG Advisory Group [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 24,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 157,688 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 374,763 | |||||||
Fair Value Inputs, Discount Rate | 1.39% | |||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||
Fair Value Assumptions, Expected Volatility Rate | 80.61% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $ 0 | |||||||
IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,540,026 | |||||||
Shares Issued, Price Per Share | $ 6 | |||||||
Proceeds from Issuance Initial Public Offering | $ 8,464,183 | |||||||
2015 Stock Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,500,000 | |||||||
Director And Officers [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 3,000 | |||||||
Common Stock, Shares Authorized | 4,600,000 | |||||||
Common Stock, Value, Subscriptions | $ 4,600 | |||||||
Employee And Board Of Directors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation, Total | $ 51,251 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 460,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,725,052 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions | 1.30% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining in Period | 50,000 | |||||||
Employee And Board Of Directors [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.85 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 3 months | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 70.44% | |||||||
Employee And Board Of Directors [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.71 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 70.18% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 3,343,000 |
Operating Loss Carryforwards Expiration Period | 2,035 |
Commitments and Contingencies27
Commitments and Contingencies (Details) | Sep. 30, 2016USD ($) |
Commencement Of Phase II Study For a Licensed Product [Member] | |
Commitments and Contingencies [Line Items] | |
Milestone Payments Liabilities | $ 200,000 |
Commencement Of Phase III Study For a Licensed Product [Member] | |
Commitments and Contingencies [Line Items] | |
Milestone Payments Liabilities | 250,000 |
Filing Of a New Drug Application For a Licensed Product [Member] | |
Commitments and Contingencies [Line Items] | |
Milestone Payments Liabilities | 400,000 |
Receipt Of Market Approval For a Licensed Product [Member] | |
Commitments and Contingencies [Line Items] | |
Milestone Payments Liabilities | $ 500,000 |
Commitments and Contingencies28
Commitments and Contingencies (Details Textual) - USD ($) | Oct. 13, 2016 | May 02, 2016 | Nov. 02, 2015 | Oct. 08, 2015 | May 31, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Aug. 31, 2015 |
Loss Contingencies [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 107,802 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 1,000,000 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 750,000 | |||||||||||
Moleculin LLC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Payments for Other Fees | 306,186 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 1,205,564 | |||||||||||
Patent Law Firm [Member] | Minimum Fee and patent Expenses [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation, Total | $ 42,504 | $ 65,504 | ||||||||||
Bonwick Capital Partners LLC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Letter Agreements Terms | the Company agreed to: a) pay success fees equal to 7% of the gross proceeds from any form of financing; and b) issue five-year warrants to purchase 7% of the Company’s equity securities sold with a cashless exercise provision, exercisable at 125% of the price per share of the Company’s common stock paid by investors in the transaction. In addition, the Company agreed to reimburse Bonwick for all of its out-of-pocket expenses incurred in connection with the offering, not to exceed $25,000, and fees and expenses of their counsel not to exceed $100,000. | |||||||||||
Success Fee Percentage | 7.00% | |||||||||||
Class of Warrant or Right, Percentage of Securities Called by Warrants or Rights | 7.00% | |||||||||||
Class of Warrant or Right, Exercise Price Percentage Threshold | 125.00% | |||||||||||
Payments for Underwriting Expense | $ 50,000 | |||||||||||
Bonwick Capital Partners LLC [Member] | IPO [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Reimburement of Expenses | 6,266 | |||||||||||
Payments of Stock Issuance Costs | $ 646,872 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 107,802 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||||||||
Bonwick Capital Partners LLC [Member] | Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Reimbursement Payable, Offering Costs | 25,000 | |||||||||||
Reimbursement Payable, Fees and Expenses of Counsel | $ 100,000 | |||||||||||
MD Anderson [Member] | Minimum Fee and patent Expenses [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation, Total | $ 98,108 | $ 45,000 | 98,108 | |||||||||
MD Anderson [Member] | Minimum Annual Royalty [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation, Total | 65,504 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Deferred Compensation Liability, Classified, Noncurrent | $ 50,000 | |||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Officers' Compensation | $ 12,500 | |||||||||||
Patent and Technology License Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation, Total | $ 91,186 | $ 175,000 | $ 125,000 | |||||||||
Payments for Royalties | $ 125,000 | |||||||||||
License Agreement, Maintenance Fee | $ 20,000 | |||||||||||
License Agreement, Maintenance Fee Annual Increase | 10,000 | |||||||||||
Payments for Other Fees | 300,000 | |||||||||||
License Agreement, Maintenance Fee - Maximum Payable Per Year | 100,000 | |||||||||||
Patent and Technology License Agreement [Member] | First Sale of Licensed Product [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation Minimum Annual Royalty Payment Due After First Sale | $ 200,000 | |||||||||||
Patent and Technology License Agreement [Member] | Servicing Fee payable [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation, Due First Anniversary April 2, 2013 | $ 10,000 | |||||||||||
Contractual Obligation, Due Second Anniversary | 20,000 | |||||||||||
Contractual Obligation, Due Third Anniversary | 40,000 | |||||||||||
Contractual Obligation, Due Fourth Anniversary | 60,000 | |||||||||||
Contractual Obligation, Due Fifth Anniversary | 80,000 | |||||||||||
Contractual Obligation, Due Sixth Anniversary | 100,000 | |||||||||||
Patent and Technology License Agreement [Member] | Minimum Annual Royalty [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual Obligation, Due in Next Fiscal Year, After Product Approval | 200,000 | |||||||||||
Contractual Obligation, Due in Second Year, After Product Approval | 400,000 | |||||||||||
Contractual Obligation, Due in Third Year, After Product Approval | $ 600,000 | |||||||||||
Patent and Technology License Agreement [Member] | Letter Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Payments for Other Fees | $ 691,186 |