Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Jun. 26, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Shuttle Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,685,462 | |
Document Type | 10-Q | |
Trading Symbol | SHPH | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,000,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 97,508 | $ 92,797 |
Contract receivable | 63,554 | 18,777 |
Prepaid expenses | 2,288 | 4,353 |
Total current assets | 163,350 | 115,927 |
Property and equipment, net | 33,918 | 38,753 |
Total Assets | 197,268 | 154,680 |
Current liabilities: | ||
Accrued expenses | 133,310 | 68,527 |
Accrued interest payable | 5,370 | 3,147 |
Note payable related party | 21,137 | 33,610 |
Advance contract payments | 92,502 | |
Total current liabilities | 252,319 | 105,284 |
Long-term liabilities: | ||
Convertible notes payable | 120,250 | 120,250 |
Total Liabilities | 372,569 | 225,534 |
Stockholders' deficit: | ||
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2017 and December 31, 2016 | ||
Common stock, $0.01 par value; 100,000,000 shares authorized, 45,000,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 450,000 | 450,000 |
Additional paid-in capital | 550,100 | 550,000 |
Accumulated deficit | (1,175,401) | (1,070,854) |
Total Stockholders' deficit | (175,301) | (70,854) |
Total liabilities and Stockholders' deficit | $ 197,268 | $ 154,680 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, authorized | 5,000,000 | 5,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 45,000,000 | 45,000,000 |
Common stock, outstanding | 45,000,000 | 45,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Research and Development-Net of Contracts | 76,540 | 14,143 |
General and administrative | 25,470 | 10,508 |
Loss from Operations | (102,010) | (24,651) |
Other Income (Expense) | ||
Interest Expense-related party | (368) | |
Interest Expense Accrued-convertible notes | (2,224) | |
Interest Income-related party | 246 | |
Interest Income- | 55 | |
Net Loss before taxes | (104,547) | (24,405) |
Income tax provision | ||
Net loss | $ (104,547) | $ (24,405) |
Basic and diluted | ||
Loss per common share (in dollars per share) | $ 0 | $ 0 |
Weighted average common shares outstanding (in shares) | 45,000,000 | 45,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net Loss | $ (104,547) | $ (24,405) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,835 | 4,619 |
Change in Operating Assets and Liabilities | ||
Contract receivable | (44,777) | 23,769 |
Advance contract payments | 92,503 | |
Prepaid expenses | 2,065 | (7,210) |
Accrued interest | 2,223 | |
Accrued Expenses | 64,782 | 42,688 |
Net cash provided by operating activities | 17,084 | 39,461 |
Cash flow from investing activities: | ||
Repayment of note receivable-related party | 6,515 | |
Net cash provided investing activities | 6,515 | |
Cash flow from financing activities | ||
Capital Contributions | 100 | |
Repayment of convertible note payable | (12,473) | |
Net cash (used in) financing activities | (12,373) | |
Net increase in cash and cash equivalents | 4,711 | 45,976 |
Cash and cash equivalents at beginning of period | 92,797 | 128,836 |
Cash and cash equivalents at end of period | 97,508 | 174,812 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid during year for interest | 0 | 0 |
Cash paid during year for taxes | $ 0 | $ 0 |
Nature of Organization
Nature of Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Organization | Note 1 Nature of Organization Operations Shuttle Pharmaceuticals, Inc. (the “Company”) was formed as Shuttle Pharmaceuticals, LLC, in the State of Maryland on December 18, 2012. On August 12, 2016, the Company filed articles of conversion with the state of Maryland to convert from an LLC to a corporation. In connection with the conversion the Company issued 45,000,000 shares of common stock for the outstanding 100 membership interest prior to the conversion. Pola Pola has granted to the Company an exclusive option to license Doranidazole in the U.S. As consideration for this exclusive option, the Company shall grant to Pola a royalty free, fully paid up, perpetual non-exclusive license to use any and all data, results, information and know how generated through activities by the Company during the option period, for licensing, development or commercializing purposes of Doranidazole. The option has not yet been exercised and the Company has incurred no costs to date. Upon exercise of the option, the Company and Pola have agreed to execute within a reasonable period not to exceed thirty (30) days a license agreement granting the Company exclusive rights to make, have made, use, import, export, offer to sell and sell Doranidazole in the U.S. In the event Shuttle needs the active pharmaceutical ingredient of Doranidazole, API, for their evaluation, Shuttle may purchase API from Pola for a price of US$20,000/kg on “as is” basis up to 10kg. Pola shall be responsible for the preparation, filing, prosecution and maintenance of any and all patent applications and patents related to Doranidazole and its commercialization. The Company is in the development stage, requiring substantial capital for research, product development and market development activities. The Company has not marketed a commercial product and the Company’s proposed products will require successful clinical testing, regulatory approval and additional investment prior to commercialization. The future success of the Company is dependent on its ability to raise working capital to develop and eventually to manufacture and market its products. There is no assurance that the Company will be able to secure the necessary financing or regulatory approvals to attain successful future operations. Therefore, the predictability of the Company’s future is uncertain. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not generated any revenues since inception, has incurred losses since its inception and has an accumulated deficit of $1,175,402 at March 31, 2017. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management will seek potential business opportunities for merger or acquisition of an existing company. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and that of its Board of Directors in accomplishing the business purposes of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at March 31, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto year ended December 31, 2016 filed with form S-1 on May 5, 2017. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimated expenses were made by month based on actual salaries and the approximate overhead, G&A and fringe expenses associated as percentages of the salaries, in addition to the actual supplies expenses and accrued subcontracts expenses spread out over the course of each contract. Development Stage Company The company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The company is devoting substantially all of its efforts to the development of its business plans. The company has elected to adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915. Property and Equipment Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Repair and maintenance costs are expensed as incurred. Research and Development Expenses Research and development expenses are charges to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, and consulting costs. These expenses are assigned to the clinical project to develop ropidoxuridine in combination with radiation therapy. The SBIR contract covers much of the Phase I clinical trial in advanced GI malignancies. The research expenses are assigned to the clinical project to develop ropidoxuridine in combination with radiation therapy as a treatment for cancer. Costs that are not covered by the SBIR contract for performing the Phase I contract to determine commercialization feasibility included partial salary support of personnel and consultant to develop a commercialization plan. Costs that are not covered in the Phase II contract effort include business development and partial salary support. Research expenses related to new drug discovery include partial support of personnel, space, supplies and legal costs. These are preclinical studies and have led to discovery of the candidate lead ATM/HDACi bifunctional agent, an HDAC6 inhibitor and novel formulations of IUdR and IPdR. The Company has successfully competed for three SBIR contracts from the NIH to support research projects with potential for commercialization. The contract awards are fixed payment in response to quarterly Shuttle invoices and provide non-diluting funds that do not include a repayment obligation. Details on the three contracts follow: 1. Contract #HHSN261201400013C supports “Clinical development of IPdR for Radiosensitization” and consists of a “fast-track” award that includes $191,971 Phase I and $1,428,117 Phase II funding from 9/19/2014 through 9/18/2017. This contract includes a subcontract with Brown University, LifeSpan/Rhode Island Hospital for the performance of a Phase I clinical trial. The Phase I clinical trial of ropidoxuridine and radiation therapy is underway at Lifespan/Rhode Island Hospital. The subcontract sets forth the following technical objectives of the Phase I clinical trial: (i) activate the IPdR IND for the Phase I and PK clinical trial, (ii) obtain approvals for the Phase I and PK clinical protocol; develop efficacy protocols satisfying FDA “Orphan Drug” status and (iii) establish the in-house Company biomarker assays. The subcontract provides for the reimbursement of Lifespan/Rhode Island Hospital’s allowable costs. In accordance with the subcontract, if we receive positive results from the Phase1 clinical trial, we plan to advance to Phase 1b and Phase II clinical trials of using ropidoxuridine in conjunction with RT treatments of patients with brain tumors and soft tissue sarcomas. The subcontract provides for a total amount of $688,818 to be funded in connection with Phase I and Phase II. 2. Contract #HHSN261201600027C supports “Predictive Biomarkers of prostate Cancer Patient Sensitivity for Radiation Late Effects.” This is a $299,502 Phase I award funding research from 9/19/2016 through 9/18/2017. This contract includes a subcontract with Georgetown University for use of Mass Spectrometry core facilities to analyze clinical samples. 3. Contract #HHSN261600038C supports “Cell-based Models for Prostate Cancer Health Disparity Research.” This is a $224,687 Phase I award funding research from 9/19/2016 through 6/18/2017. This contract includes a subcontract with Georgetown University for use of a tissue culture core facility for growing human prostate cells from African-American donors. In regards to the accounting treatment for reimbursements US GAAP provides limited guidance on the accounting for government grants received by for-profit companies. We understand that there is more than one acceptable alternative for the accounting treatment – a reduction of costs, a deferred credit to be amortized, revenue, or other income. Due to the terms of the contracts we have entered into the Company concluded that the reimbursements were more akin to a reduction of costs rather than any of the other alternatives to match the contract reimbursements on a systematic basis to the costs that the contract is intended to compensate. The Company has received a contract from the Department of Health and Human Services to assist with the clinical development of IPdR for radiosensitization. The Company recognizes the amounts received in regards to the contract at fair value when there is reasonable assurance that the contract amount will be received and it is probable that all attaching conditions will be complied with. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company recorded on the balance sheet as contract receivable upon meeting the criteria discussed above until cash is received. During the three months ended March 31, 2017 and 2016, the Company recorded $217,052 and $146,896 in accordance with the contract, which have been recorded as a reduction of research and development expense in the accompanying statement of operations. Cash and cash equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying amounts of financial instruments such as cash equivalents and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The Company invests its excess cash in financial instruments which are readily convertible into cash, such as money market funds and U.S. government securities. The fair value of financial assets and liabilities is measured under a three-tier fair value hierarchy as follows: Level 1 fair value is determined from observable, quoted prices in active markets for identical assets or liabilities. Level 2 fair value is determined from quoted prices for similar items in active markets or quoted prices for identical or similar items in markets that are not active. Level 3 fair value is determined using the entity’s own assumptions about the inputs that market participants would use in pricing an asset or liability. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during periods presented. Income Taxes Income taxes are accounted for in accordance with ASC 740, Income Taxes Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 Property and Equipment Property and equipment consisted of the following: March 31, 2017 December 31, 2016 Office Furniture and equipment $ 7,731 $ 7,731 Laboratory equipment 88,064 88,064 95,795 95,795 Less: accumulated depreciation 61,877 57,042 Property and equipment, net $ 33,918 $ 38,753 Depreciation expense of property and equipment for the three months ended March 31, 2017 and 2016 was $4,835 and $ 4,619 respectively. The equipment is being depreciated on the straight-line bases over the estimated useful lives of the asset of 4-5 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 Commitments and Contingencies The Company currently has a lease agreement which allows for the use of a laboratory facility for a monthly payment of $3,685, which was amended on July 1, 2016 to a monthly amount of $3,879 and expires on June 30, 2017. |
Note payable-Related party
Note payable-Related party | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Note payable-Related party | Note 6 Note payable-Related party On August 15, 2016, the Company received a loan from a related party in the amount of $50,000. The loan is payable in monthly installments of $4,280 inclusive of interest at 5% per annum until maturity on August 14, 2017. Interest expense incurred on this loan was $368 for the three months ended March 31, 2017. |
Convertible notes payable
Convertible notes payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible notes payable | Note 7 Convertible notes payable In August and September 2016, the Company received loans from unrelated parties in the aggregate amount of $120,250. The notes mature two years from the date of issuance, bear interest at 7.5% per annum, and are convertible into the shares of stock at, if at any time prior to the Maturity Date, and if the Company consummates a Sale Event or a Qualified Financing, then, immediately prior to consummation of the Sale Event or the Qualified Financing, the principal amount of and all unpaid accrued interest on this Note shall automatically convert shares at the Conversion Price, which is a 30% discount to the effective per share offering price of the qualified financing. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | Note 8 Equity In connection with the filing of the articles of conversion referred to in note 1 and the articles of incorporation, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $.01 and 5,000,000 shares of preferred stock with a par value of $.01. On August 12, 2016, in connection with the conversion the Company issued 45,000,000 shares of common stock for the outstanding 100 membership interests of the Company prior to the conversion. The Company has no outstanding shares of preferred stock at March 31, 2017. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes The Company has approximately $301,000 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which begin to expire in fiscal 2036. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 Subsequent Events Management has evaluated subsequent events through the date which the financial statements were available to be issued. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at March 31, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto year ended December 31, 2016 filed with form S-1 on May 5, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimated expenses were made by month based on actual salaries and the approximate overhead, G&A and fringe expenses associated as percentages of the salaries, in addition to the actual supplies expenses and accrued subcontracts expenses spread out over the course of each contract. |
Development Stage Company | Development Stage Company The company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The company is devoting substantially all of its efforts to the development of its business plans. The company has elected to adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Repair and maintenance costs are expensed as incurred. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are charges to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, and consulting costs. These expenses are assigned to the clinical project to develop ropidoxuridine in combination with radiation therapy. The SBIR contract covers much of the Phase I clinical trial in advanced GI malignancies. The research expenses are assigned to the clinical project to develop ropidoxuridine in combination with radiation therapy as a treatment for cancer. Costs that are not covered by the SBIR contract for performing the Phase I contract to determine commercialization feasibility included partial salary support of personnel and consultant to develop a commercialization plan. Costs that are not covered in the Phase II contract effort include business development and partial salary support. Research expenses related to new drug discovery include partial support of personnel, space, supplies and legal costs. These are preclinical studies and have led to discovery of the candidate lead ATM/HDACi bifunctional agent, an HDAC6 inhibitor and novel formulations of IUdR and IPdR. The Company has successfully competed for three SBIR contracts from the NIH to support research projects with potential for commercialization. The contract awards are fixed payment in response to quarterly Shuttle invoices and provide non-diluting funds that do not include a repayment obligation. Details on the three contracts follow: 1. Contract #HHSN261201400013C supports “Clinical development of IPdR for Radiosensitization” and consists of a “fast-track” award that includes $191,971 Phase I and $1,428,117 Phase II funding from 9/19/2014 through 9/18/2017. This contract includes a subcontract with Brown University, LifeSpan/Rhode Island Hospital for the performance of a Phase I clinical trial. The Phase I clinical trial of ropidoxuridine and radiation therapy is underway at Lifespan/Rhode Island Hospital. The subcontract sets forth the following technical objectives of the Phase I clinical trial: (i) activate the IPdR IND for the Phase I and PK clinical trial, (ii) obtain approvals for the Phase I and PK clinical protocol; develop efficacy protocols satisfying FDA “Orphan Drug” status and (iii) establish the in-house Company biomarker assays. The subcontract provides for the reimbursement of Lifespan/Rhode Island Hospital’s allowable costs. In accordance with the subcontract, if we receive positive results from the Phase1 clinical trial, we plan to advance to Phase 1b and Phase II clinical trials of using ropidoxuridine in conjunction with RT treatments of patients with brain tumors and soft tissue sarcomas. The subcontract provides for a total amount of $688,818 to be funded in connection with Phase I and Phase II. 2. Contract #HHSN261201600027C supports “Predictive Biomarkers of prostate Cancer Patient Sensitivity for Radiation Late Effects.” This is a $299,502 Phase I award funding research from 9/19/2016 through 9/18/2017. This contract includes a subcontract with Georgetown University for use of Mass Spectrometry core facilities to analyze clinical samples. 3. Contract #HHSN261600038C supports “Cell-based Models for Prostate Cancer Health Disparity Research.” This is a $224,687 Phase I award funding research from 9/19/2016 through 6/18/2017. This contract includes a subcontract with Georgetown University for use of a tissue culture core facility for growing human prostate cells from African-American donors. In regards to the accounting treatment for reimbursements US GAAP provides limited guidance on the accounting for government grants received by for-profit companies. We understand that there is more than one acceptable alternative for the accounting treatment – a reduction of costs, a deferred credit to be amortized, revenue, or other income. Due to the terms of the contracts we have entered into the Company concluded that the reimbursements were more akin to a reduction of costs rather than any of the other alternatives to match the contract reimbursements on a systematic basis to the costs that the contract is intended to compensate. The Company has received a contract from the Department of Health and Human Services to assist with the clinical development of IPdR for radiosensitization. The Company recognizes the amounts received in regards to the contract at fair value when there is reasonable assurance that the contract amount will be received and it is probable that all attaching conditions will be complied with. The Company recognizes the amounts received in accordance with the contract as a reduction of research and development expenses over the periods necessary to match the contract on a systematic basis to the costs that it is intended to compensate. The Company recorded on the balance sheet as contract receivable upon meeting the criteria discussed above until cash is received. During the three months ended March 31, 2017 and 2016, the Company recorded $217,052 and $146,896 in accordance with the contract, which have been recorded as a reduction of research and development expense in the accompanying statement of operations. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments such as cash equivalents and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The Company invests its excess cash in financial instruments which are readily convertible into cash, such as money market funds and U.S. government securities. The fair value of financial assets and liabilities is measured under a three-tier fair value hierarchy as follows: Level 1 fair value is determined from observable, quoted prices in active markets for identical assets or liabilities. Level 2 fair value is determined from quoted prices for similar items in active markets or quoted prices for identical or similar items in markets that are not active. Level 3 fair value is determined using the entity’s own assumptions about the inputs that market participants would use in pricing an asset or liability. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during periods presented. |
Income Taxes | Income Taxes Income taxes are accounted for in accordance with ASC 740, Income Taxes |
Convertible Instruments | Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following: March 31, 2017 December 31, 2016 Office Furniture and equipment $ 7,731 $ 7,731 Laboratory equipment 88,064 88,064 95,795 95,795 Less: accumulated depreciationx 61,877 57,042 Property and equipment, net $ 33,918 $ 38,753 |
Nature of Organization (Details
Nature of Organization (Details Narrative) - shares | Aug. 12, 2016 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||
Number of common stock issued against membership interest | 45,000,000 | |
Outstanding membership interest | 100 | |
Pola Pharma [Member] | ||
Related Party Transaction [Line Items] | ||
Description of purchases of API | Purchase API from Pola for a price of US$20,000/kg on “as is” basis up to 10kg. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (1,175,401) | $ (1,070,854) |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2017USD ($)Contract | Mar. 31, 2016USD ($) | |
Research and development expenses | $ 217,052 | $ 146,896 |
Small Business Innovation Research [Member] | National Institutes of Health [Member] | ||
Number of contracts | Contract | 3 | |
Small Business Innovation Research [Member] | National Institutes of Health [Member] | Contract #HHSN261201400013C [Member] | ||
Description of contract information | Clinical development of IPdR for Radiosensitization | |
Contract phase I funding | $ 191,971 | |
Contract phase II funding | $ 1,428,117 | |
Description funding research period | From 9/19/2014 through 9/18/2017 | |
Small Business Innovation Research [Member] | National Institutes of Health [Member] | Contract #HHSN261201600027C [Member] | ||
Description of contract information | Predictive Biomarkers of prostate Cancer Patient Sensitivity for Radiation Late Effects | |
Contract phase I funding | $ 299,502 | |
Description funding research period | From 9/19/2016 through 9/18/2017 | |
Small Business Innovation Research [Member] | National Institutes of Health [Member] | Contract #HHSN261600038C [Member] | ||
Description of contract information | Cell-based Models for Prostate Cancer Health Disparity Research | |
Contract phase I funding | $ 224,687 | |
Description funding research period | From 9/19/2016 through 6/18/2017 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 95,795 | $ 95,795 |
Less: accumulated depreciation | 61,877 | 57,042 |
Property and equipment, net | 33,918 | 38,753 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,731 | 7,731 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 88,064 | $ 88,064 |
Property and Equipment (Detai22
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 4,835 | $ 4,619 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Previously monthly lease payment | $ 3,685 |
Amended monthly lease payment July 1, 2016 onwards | $ 3,879 |
Lease expiration date | Jun. 30, 2017 |
Note payable-Related party (Det
Note payable-Related party (Details Narrative) - USD ($) | Aug. 15, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Interest expense | $ 368 | ||
5% Note payable Due August 14, 2017 [Member] | Related Party [Member] | |||
Loan face amount | $ 50,000 | ||
Frequency of periodic payment | Monthly | ||
Periodic payment | $ 4,280 | ||
Interest expense | $ 368 |
Convertible notes payable (Deta
Convertible notes payable (Details Narrative) - 7.5% Convertible Notes Payable [Member] - Unrelated Parties [Member] | 2 Months Ended |
Sep. 30, 2016USD ($) | |
Short-term Debt [Line Items] | |
Debt face amount | $ 120,250 |
Debt term | 2 years |
Description of conversion price | The principle amount of and all unpaid accrued interest on this Note shall automatically convert shares at the Conversion Price., which is a 30% discount to the effective per share offering price of the qualified financing. |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Aug. 12, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Number of common stock issued against membership interest | 45,000,000 | ||
Outstanding membership interest | 100 | ||
Preferred stock, outstanding | 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating losses ("NOL") | $ 301,000 |
Operating loss limitation of use | Expire in fiscal 2036 |