Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | QRONS INC. | |
Entity Central Index Key | 1,689,084 | |
Trading Symbol | QRON | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,960,674 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 116,468 | $ 155,242 |
Total current assets | 116,468 | 155,242 |
TOTAL ASSETS | 116,468 | 155,242 |
Current liabilities | ||
Accounts payable and accrued liabilities | 6,346 | 287 |
Convertible note - related party, net of debt discount | 182 | 3,583 |
Derivative liabilities | 72,954 | |
Total current liabilities | 79,482 | 3,870 |
Total liabilities | 79,482 | 3,870 |
Stockholders' equity | ||
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding | 2 | 2 |
Common stock, $0.0001 par value: shares authorized 100,000,000; 11,552,000 and 11,424,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 1,155 | 1,142 |
Additional Paid-in Capital | 328,907 | 319,468 |
Accumulated deficit | (293,078) | (169,240) |
Total stockholder's equity | 36,986 | 151,372 |
TOTAL LIABILITIES & EQUITY | $ 116,468 | $ 155,242 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 |
Series A Preferred Shares, authorized | 10,000 | 10,000 |
Series A Preferred Shares, shares issued | 2,000 | 2,000 |
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 11,552,000 | 11,424,000 |
Common stock shares, outstanding | 11,552,000 | 11,424,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | ||||
Operating expenses: | ||||
Research and development expenses | 8,406 | 10,120 | ||
Professional fees | 8,170 | 2,500 | 11,297 | 2,500 |
General and administrative expenses | 31,643 | 2,980 | 47,252 | 2,980 |
Total operating expenses | 48,219 | 5,480 | 68,669 | 5,480 |
Income (loss) from operations | (48,219) | (5,480) | (68,669) | (5,480) |
Other Income (expense) | ||||
Interest expense | (1,785) | (1,028) | (7,215) | (1,028) |
Change in derivative liabilities | (47,954) | (47,954) | ||
Other (expense) | (49,739) | (1,028) | (55,169) | (1,028) |
Net (loss) | $ (97,958) | $ (6,508) | $ (123,838) | $ (6,508) |
Net (loss) per common shares (basic and diluted) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted average shares outstanding Basic and diluted | 11,552,000 | 10,120,000 | 11,544,293 | 10,120,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (123,838) | $ (6,508) |
Adjustments to reconcile net income to net cash provided from (used by) operating activities: | ||
Preferred stock issued to Directors, valuation | 2,598 | |
Accretion of debt discount | 6,599 | |
Change in derivative liabilities | 47,954 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 6,059 | 1,028 |
Net cash provided (used by) operating activities | (63,226) | (2,882) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | ||
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock | 1,012 | |
Proceeds from sale of Series A preferred stock | 2 | |
Proceeds from private placement | 32,000 | |
Financing costs | (22,548) | |
Proceeds from convertible note | 15,000 | 10,000 |
Net cash provided from financing activities | 24,452 | 11,014 |
Increase (decrease) in cash and cash equivalents | (38,774) | 8,132 |
Cash at beginning of period | 155,242 | |
Cash at end of period | 116,468 | 8,132 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Description of Business and Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Organization and nature of business: Qrons Inc. ("Qrons" and/or the "Company") was incorporated under the laws of the State of Wyoming on August 22, 2016 under the name BioLabMart Inc. Our headquarters are located at 777 Brickell Avenue, Suite 500, Miami, FL 33131. The Company is a p reclinical stage biotechnology company developing advanced cell-based solutions to combat neuronal injuries with a laser focus on traumatic brain injuries. The technology could . The Company's . On December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel University R&D Co., Ltd., ("Ariel"), a wholly owned subsidiary of Ariel University of Samaria, based in Ariel, Israel. Under the terms of the License Agreement, Professor Danny Baranes, the principal investigator and his research team will carry out further research relating to cell treatment with conditioned medium for neuronal tissue regeneration and repair. In consideration for payments under the License Agreement, the Company received an exclusive worldwide royalty- bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding (the "Products"). Under the License Agreement, the Company is required to use its best efforts to develop and commercialize the Products in accordance with development milestones set forth in the Agreement. On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's The Company's common stock was approved by the Financial Industry Regulatory Authority ("FINRA") for quotation on the OTC pink sheets under the symbol "BLMB" as of July 3, 2017. FINRA announced the Company's name change to Qrons Inc. on its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC market was effective August 10, 2017. On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming. On October 17, 2017, the Company entered into an option agreement with the Trustees of Dartmouth College which provides for, among other things, the grant to the Company of a one-year exclusive option to negotiate a worldwide, royalty bearing, exclusive license with Dartmouth for 3D printable materials in the field of human and animal health. During the option period, the Company agreed to use all commercially reasonable resources to evaluate the intellectual property and provide quarterly milestone reports and a commercialization plan upon exercise of the option. Pursuant to the agreement, the Company agreed to finance the prosecution of patents by Dartmouth to protect its intellectual property. Further, the agreement provides for the payment by the Company of an option fee and certain license fees and royalty payments based upon the Company's product sales, as part of a final negotiated license agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statement Presentation: Fiscal year end: Use of Estimates: Cash Equivalents: Research and Development Costs: Advertising and Marketing Costs: Related parties: Stock-based compensation: Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2017 and December 31, 2016: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2017: Liabilities Derivative liabilities $ - $ - $ 72,954 As of December 31, 2016: Liabilities Derivative liabilities $ - $ - $ - Warrants: "Derivatives and Hedging – Contracts in Entity's Own Equity" Income taxes: Basic and Diluted Loss Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended September 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. 2017 December 31, 2016 Stock purchase warrants 566,000 502,000 Convertible Notes 32,178 - Series A Preferred shares 700 - 598,878 502,000 New Accounting Pronouncements: |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The Company has experienced net losses to date, and it has not generated revenue from operations, and will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short-term or long-term financing or debt financing, to enable the Company to reach profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty. |
Convertible Note - Related Part
Convertible Note - Related Party and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | |
Convertible Note - Related Party and Derivative Liabilities | Note 4 – Convertible Note – Related Party and Derivative Liabilities On September 28, 2017 On September 27, 2017, the Company entered into another convertible debenture agreement with CubeSquare under which the Company received proceeds totaling $15,000. The note bears interest at 8% per annum and is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be payable on maturity. Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. The Company analyzed the above amendment and second convertible debenture under and concluded that these two convertible debentures We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex derivate instruments. The carrying value of these convertible notes is as follows: September 30, 2017 December 31, 2016 Face value of certain convertible notes $ 25,000 $ 10,000 Less: unamortized discount (24,818 ) (6,417 ) Carrying value $ 182 $ 3,583 Amortization of the discount over the three and nine months period ended September 30, 2017 totaled $1,571 and $6,599, respectively, which amount has been recorded as interest expense. The unamortized discount of $24,818 associated with above notes will be expensed in future periods. As a result of the application of ASC No. 815 in period ended September 30, 2017 the fair value of the conversion feature is summarized as follows: Balance at December 31, 2016 $ - Derivative addition associated with convertible notes 25,000 Loss on change in fair value 47,954 Balance at September 30, 2017 $ 72,954 The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of September 30, 2017 and commitment date: Commitment Date September 30, 2017 Expected dividends 0 0 Expected volatility 101% ~103% 101% ~ 104% Expected term 0.92 ~ 1 year 0.92 ~1 year Risk free interest rate 1.33 % 1.31% |
License and Research Funding Ag
License and Research Funding Agreement | 9 Months Ended |
Sep. 30, 2017 | |
License and Research Funding Agreement [Abstract] | |
License and Research Funding Agreement | Note 5 – License and Research Funding Agreement On December 14, 2016, the Company entered into the License Agreement with Ariel, a wholly owned subsidiary of Ariel University of Samaria ("AU") based in Israel, pursuant to which: · In the course of research performed at AU, Prof. Danny Baranes has developed certain technology relating to coral based and non-coral based conditioned medium for tissue regeneration and repair; · the Company wishes to receive a license from Ariel and in order to secure receipt of such license, agrees to fund further research at AU relating to such technology; and · Ariel is willing to grant the Company a license, pursuant to the terms of the License Agreement to allow it to develop and commercialize Products. Pursuant to the above noted License Agreement, the Company shall fund the research during the research period in the total amount of $100,000. In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. The warrant contains an anti-dilution provision. In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which be due within 6 months of completion of the milestone: · Upon successful clinical FDA Phase II completion - $130,000; and · Upon successful clinical FDA Phase III completion - $390,000 Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement. During the year ended December 31, 2016, the Company incurred research and development costs of $156,000, which amount includes the aforementioned funding of $100,000 pursuant to the License Agreement as well as $56,000 recorded as stock based compensation in respect to certain stock awards discussed in Note 6 below. During the nine-month period ended September 30, 2017, the Company paid $5,018 to Ariel for reimbursement of a patent application fee. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2017 | |
Capital Stock [Abstract] | |
Capital Stock | Note 6 – Capital Stock The Company has authorized 100,000,000 shares of common stock, $0.0001 par value and 10,000 shares of a class of preferred stock called the "Series A Preferred Stock", par value $0.001. Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. The Series A Preferred Stock contains liquidation preference (senior rank to all common) and are not to be amended without the holders' approval. At inception on August 22, 2016, the Company approved the issuance of 5,060,000 shares of common stock at par value and 1,000 shares of Series A Preferred Stock at par value to Jonah Meer, the Company's Chief Executive Officer, Chief Financial Officer and Secretary, for cash totaling $507 of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock. At inception on August 22, 2016, the Company issued 5,060,000 shares of common stock at par value and subsequently issued 1,000 shares of Series A Preferred Stock at par value to Ido Merfeld, the Company's President, for cash totaling $507, of which $506 was paid in respect to the issuance of the common stock and $1 was paid for the Series A Preferred Stock. As a result of the super voting rights allocated to the Series A Preferred Stock, management conducted a valuation of the fair value of the issued shares. Shares of the Series A Preferred Stock issued were valued based upon industry specific control premiums and the fair value of the Company's common stock at the time of the transaction applying Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments as of the issuance date of August 22, 2016. As a result of the third-party valuation of the fair value of the Series A Preferred Stock issued to our officers and directors, the Company recorded additional stock-based compensation as general and administrative expenses of $2,598 during the year ended December 31, 2016 with respect to the shares issued. The third party valuation report was based on the following inputs as at August 22, 2016: (1) price per share of common stock of $0.0001; (2) 10,120,000 common stock outstanding; (3) A 19.3% premium over the common stock for the voting preferences, representing $600 in control value at issuance; (4) On September 4, 2016, the Company's Board of Directors approved the sale and issuance of up to 1,200,000 shares of the Company's common stock, par value $.0001, at a subscription price of $0.25 per share. In addition to each two shares of common stock purchased, the holder shall receive an immediately exercisable warrant expiring December 31, 2019 to purchase the Company's common stock at a price of $0.40 per share. During the year ended December 31, 2016, the Company received total proceeds of $251,000 by way of private placement subscriptions for a total of 1,004,000 shares. During the three months ended March 31, 2017, the Company received total proceeds of $30,000 by way of private placement subscriptions for a total of 120,000 shares. All costs incurred with respect to the Form S-1 Registration Statement prior to its effective date on May 10, 2017 totaling $22,548 have been allocated to additional paid in capital. During the nine months ended September 30, 2017, the Company received aggregate proceeds of $32,000 in private placement subscriptions, $2,000 of which was accepted On December 14, 2016, the Company's Board of Directors approved compensation for each of its two Science Advisors with a stock award of 440,000 shares of common stock effective as of December 14, 2016 (the "Grant Date"). Under the terms of the stock award, each advisor shall receive 150,000 shares of common stock which vest upon Grant Date. A further 145,000 shares shall vest each year thereafter until December 14, 2018, provided that such Science Advisor is still acting in said capacity for the Company. The 300,000 shares issued upon Grant Date were valued at $56,000, or $0.18667 per share, based on price allocation with respect to the aforementioned private placement as to each share of common stock, and recorded the associated cost as research and development expenses. Share Purchase Warrants In accordance with authoritative accounting guidance, the fair value of the aforementioned warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0 % Expected volatility 97.90~119.33 % Risk-free interest rate 1.47~1.60 % Expected life (years) 2.71~2.92 Stock Price $ 0.25 Exercise Price $ 0.40 As of September 30, 2017, the following common stock purchase warrants were outstanding: Warrants (1) Weighted Average Exercise Price Outstanding – August 22, 2016 - - Granted 502,000 $ 0.40 Forfeited/Canceled - - Exercised - - Outstanding – December 31, 2016 502,000 $ 0.40 Granted 64,000 0.40 Forfeited/Canceled - Exercised - Outstanding – September 30, 2017 566,000 $ 0.40 (1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company applies a statutory income tax rate of 34%. During 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $248,104 at September 30, 2017 and $ at December 31, 2016, and will begin to expire in the year 2036. The Company had deferred income tax assets as of September 30, 2017 and December 31, 2016 as follows: September 30, 2017 December 31, 2016 Loss carryforwards $ 99,646 $ 57,540 Less – stock based compensation (19,040 ) (19,040 ) Less – changes in derivative liabilities (16,304 ) - Less - valuation allowance (64,302 ) (38,500 ) Total net deferred tax assets $ - $ - Tax years from inception to fiscal year ended December 31, 2016 are open for examination by the taxing authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at September 30, 2017. The Company's utilization of any net operating loss carry forward may be unlikely as a result of its intended activities. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events Subsequent to September 30, 2017, the Company shares of common stock |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation: |
Fiscal year end | Fiscal year end: |
Use of Estimates | Use of Estimates: |
Cash Equivalents | Cash Equivalents: |
Research and Development Costs | Research and Development Costs: |
Advertising and Marketing Costs | Advertising and Marketing Costs: |
Related parties | Related parties: |
Stock-based compensation | Stock-based compensation: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2017 and December 31, 2016: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2017: Liabilities Derivative liabilities $ - $ - $ 72,954 As of December 31, 2016: Liabilities Derivative liabilities $ - $ - $ - |
Warrants | Warrants: "Derivatives and Hedging – Contracts in Entity's Own Equity" |
Income taxes | Income taxes: |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended September 30, 2017 excludes potentially dilutive securities of 566,000 shares underlying share purchase warrants, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. 2017 December 31, 2016 Stock purchase warrants 566,000 502,000 Convertible Notes 32,178 - Series A Preferred shares 700 - 598,878 502,000 |
New Accounting Pronouncements | New Accounting Pronouncements: |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of potentially dilutive securities excluded from the computation of diluted net loss per share | 2017 December 31, 2016 Stock purchase warrants 566,000 502,000 Convertible Notes 32,178 - Series A Preferred shares 700 - 598,878 502,000 |
Schedule of fair value of derivative liabilitie measurements on recurring basis | Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2017: Liabilities Derivative liabilities $ - $ - $ 72,954 As of December 31, 2016: Liabilities Derivative liabilities $ - $ - $ - |
Convertible Note - Related Pa16
Convertible Note - Related Party and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | |
Schedule of convertible notes | September 30, 2017 December 31, 2016 Face value of certain convertible notes $ 25,000 $ 10,000 Less: unamortized discount (24,818 ) (6,417 ) Carrying value $ 182 $ 3,583 |
Schedule of fair value of conversion feature | Balance at December 31, 2016 $ - Derivative addition associated with convertible notes 25,000 Loss on change in fair value 47,954 Balance at September 30, 2017 $ 72,954 |
Schedule of fair value at commitment and re-measurement dates derivative liabilities | Commitment Date September 30, 2017 Expected dividends 0 0 Expected volatility 101% ~103% 101% ~ 104% Expected term 0.92 ~ 1 year 0.92 ~1 year Risk free interest rate 1.33 % 1.31% |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Capital Stock [Abstract] | |
Schedule of fair value warrants assumptions | Measurement date Dividend yield 0 % Expected volatility 97.90~119.33 % Risk-free interest rate 1.47~1.60 % Expected life (years) 2.71~2.92 Stock Price $ 0.25 Exercise Price $ 0.40 |
Schedule of common stock purchase warrants were outstanding | Warrants (1) Weighted Average Exercise Price Outstanding – August 22, 2016 - - Granted 502,000 $ 0.40 Forfeited/Canceled - - Exercised - - Outstanding – December 31, 2016 502,000 $ 0.40 Granted 64,000 0.40 Forfeited/Canceled - Exercised - Outstanding – September 30, 2017 566,000 $ 0.40 (1) Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Schedule of deferred income tax assets | September 30, 2017 December 31, 2016 Loss carryforwards $ 99,646 $ 57,540 Less – stock based compensation (19,040 ) (19,040 ) Less – changes in derivative liabilities (16,304 ) - Less - valuation allowance (64,302 ) (38,500 ) Total net deferred tax assets $ - $ - |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 72,954 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 598,878 | 502,000 |
Series A Preferred shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 700 | |
Stock Purchase Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 566,000 | 502,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 32,178 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | |||||
Research and development costs | $ 8,406 | $ 10,120 | |||
Advertising or marketing costs | $ 15,657 | $ 0 | |||
Potentially dilutive securities net loss per share | 598,878 | 502,000 | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Potentially dilutive securities net loss per share | 566,000 | 502,000 |
Convertible Note - Related Pa22
Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | ||
Face value of certain convertible notes | $ 25,000 | $ 10,000 |
Less: unamortized discount | (24,818) | (6,417) |
Carrying value | $ 182 | $ 3,583 |
Convertible Note - Related Pa23
Convertible Note - Related Party and Derivative Liabilities(Details 1) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | |
Balance at December 31, 2016 | |
Derivative addition associated with convertible notes | 25,000 |
Loss on change in fair value | 47,954 |
Balance at September 30, 2017 | $ 72,954 |
Convertible Note - Related Pa24
Convertible Note - Related Party and Derivative Liabilities (Details 2) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative [Line Items] | |
Expected dividends | 0.00% |
Risk free interest rate | 1.31% |
Commitment Date [Member] | |
Derivative [Line Items] | |
Expected dividends | 0.00% |
Risk free interest rate | 1.33% |
Minimum [Member] | |
Derivative [Line Items] | |
Expected volatility | 101.00% |
Expected term | 11 months 1 day |
Minimum [Member] | Commitment Date [Member] | |
Derivative [Line Items] | |
Expected volatility | 101.00% |
Expected term | 11 months 1 day |
Maximum [Member] | |
Derivative [Line Items] | |
Expected volatility | 104.00% |
Expected term | 1 year |
Maximum [Member] | Commitment Date [Member] | |
Derivative [Line Items] | |
Expected volatility | 103.00% |
Expected term | 1 year |
Convertible Note - Related Pa25
Convertible Note - Related Party and Derivative Liabilities (Details Textual) - USD ($) | Sep. 27, 2017 | Sep. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
Received proceeds totaling | $ 15,000 | $ 10,000 | ||||
Amortization of discount | $ 1,571 | 6,599 | ||||
Unamortized discount | $ 24,818 | $ 24,818 | $ 6,417 | |||
CubeSquare, LLC [Member] | ||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
Received proceeds totaling | $ 15,000 | $ 10,000 | ||||
Interest rate per annum | 8.00% | 8.00% | ||||
Conversion, description | Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. | (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. | ||||
Maturity date | Sep. 1, 2017 | |||||
Maturity date, description | Note to extend the maturity date of the note from September 1, 2017 to September 1, 2018 under the same terms and conditions. | |||||
CubeSquare, LLC [Member] | President [Member] | ||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
Ownership percentage | 25.00% |
License and Research Funding 26
License and Research Funding Agreement (Details) - USD ($) | Dec. 14, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
License and Research Funding Agreement (Textual) | ||||||
Research and development costs | $ 8,406 | $ 10,120 | ||||
Reimbursement of patent application fee | $ 5,018 | |||||
License Agreement [Member] | ||||||
License and Research Funding Agreement (Textual) | ||||||
Total amount of fund for research during research period | $ 100,000 | |||||
Warrant exercisable percentage | 4.00% | |||||
Payments of completion of milestone events, description | · Upon successful clinical FDA Phase II completion - $130,000; and · Upon successful clinical FDA Phase III completion - $390,000 | |||||
Research and development costs | $ 156,000 | |||||
Aforementioned funding amount | 100,000 | |||||
Stock based compensation | $ 56,000 | |||||
Payments of completion of milestone events due | 6 months |
Capital Stock (Details)
Capital Stock (Details) - Measurement Date [Member] | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Stock Price | $ 0.25 |
Exercise Price | $ 0.40 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 119.33% |
Risk-free interest rate | 1.60% |
Expected life (years) | 2 years 11 months 1 day |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 97.90% |
Risk-free interest rate | 1.47% |
Expected life (years) | 2 years 8 months 16 days |
Capital Stock (Details 1)
Capital Stock (Details 1) - Stock Purchase Warrants [Member] - $ / shares | 4 Months Ended | 9 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2017 | ||
Warrants | |||
Outstanding - Beginning balance | [1] | 502,000 | |
Granted | [1] | 502,000 | 64,000 |
Forfeited/Canceled | [1] | ||
Exercised | [1] | ||
Outstanding - Ending balance | [1] | 502,000 | 566,000 |
Weighted Average Exercise Price | |||
Outstanding - Beginning balance | $ 0.40 | ||
Granted | 0.40 | 0.40 | |
Forfeited/Canceled | |||
Exercised | |||
Outstanding - Ending balance | $ 0.40 | $ 0.40 | |
[1] | Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | May 10, 2017 | Dec. 14, 2016 | Sep. 04, 2016 | Aug. 22, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 |
Capital Stock (Textual) | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 11,552,000 | 11,424,000 | ||||||
Common stock shares, outstanding | 11,552,000 | 11,424,000 | ||||||
Preferred stock, shares issued | 2,000 | 2,000 | ||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Issuance of common stock | $ 1,012 | |||||||
Issuance of preferred stock | $ 2 | |||||||
Additional stock-based compensation as general and administrative expense | $ 2,598 | |||||||
Common stock purchase price | $ 0.25 | |||||||
Warrant exercisable date | Dec. 31, 2019 | |||||||
Purchase of common stock amount | $ 2,000 | |||||||
Purchase of common stock shares | 8,000 | |||||||
Common stock subscription price | $ 0.40 | |||||||
Allocated additional paid in capital | $ 22,548 | |||||||
Warrant, description | Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40. | |||||||
Ido Merfeld [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Total cash | $ 507 | |||||||
Jonah Meer [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Total cash | $ 507 | |||||||
Board of Directors [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Sale and issuance of common stock | 1,200,000 | |||||||
Warrant exercisable date | Dec. 31, 2019 | |||||||
Purchase of common stock price per share | $ 0.40 | |||||||
Common stock subscription price | $ 0.25 | |||||||
Stock award | 440,000 | |||||||
Vested shares | 145,000 | |||||||
Shares issued upon grant date | 300,000 | |||||||
Grant date | Dec. 14, 2016 | |||||||
Grant exercise price | $ 0.18667 | |||||||
Receive common stock vest upon grant date | 150,000 | |||||||
Grant date value | $ 56,000 | |||||||
Private Placement [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Total proceeds of subscriptions amount | $ 32,000 | $ 251,000 | $ 30,000 | |||||
Subscriptions shares | 1,004,000 | 120,000 | ||||||
Common stock [Member] | Ido Merfeld [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Common stock issued | 5,060,000 | |||||||
Issuance of common stock | $ 506 | |||||||
Common stock [Member] | Jonah Meer [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Common stock issued | 5,060,000 | |||||||
Issuance of common stock | $ 506 | |||||||
Common stock [Member] | Third party valuation [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock shares, outstanding | 10,120,000 | |||||||
Common stock voting preferences, description | A 19.3% premium over the common stock for the voting preferences. | |||||||
Conversion value | $ 2,000 | |||||||
Issuance of common stock | $ 600 | |||||||
Series A Preferred Stock [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Preferred stock, conversion basis, description | Each share of Series A Preferred Stock has a stated value of $1 per share and accrues 4% per annum for determination of liquidation, conversion or redemption. The shares convert at the option of the holder into shares of common stock at the market value of the common stock. The Series A Preferred Stock vote as a single class and maintain 66 2/3% of the total votes as long as any shares of Series A Preferred Stock remain outstanding. | |||||||
Series A Preferred Stock [Member] | Ido Merfeld [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Preferred stock, shares issued | 1,000 | |||||||
Issuance of preferred stock | $ 1 | |||||||
Series A Preferred Stock [Member] | Jonah Meer [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Preferred stock, shares issued | 1,000 | |||||||
Issuance of preferred stock | $ 1 | |||||||
Series A Preferred Stock [Member] | Third party valuation [Member] | ||||||||
Capital Stock (Textual) | ||||||||
Preferred stock voting preferences, description | The Series A Preferred Stock voting rights represented 66.7% of the total voting rights. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Loss carryforwards | $ 99,646 | $ 57,540 |
Less - stock based compensation | (19,040) | (19,040) |
Less - changes in derivative liabilities | (16,304) | |
Less - valuation allowance | (64,302) | (38,500) |
Total net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
Statutory income tax rate | 34.00% | |
Net operating loss carry-forward | $ 248,104 | $ 293,078 |
Expiration date | Dec. 31, 2036 |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2017shares | |
Subsequent Events (Textual) | |
Issued of Common stock exercise of warrants | 408,674 |