Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
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 | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,804,125 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 474,308 | $ 57,767 |
Prepaid expenses | 31,893 | 15,812 |
Total current assets | 506,201 | 73,579 |
TOTAL ASSETS | 506,201 | 73,579 |
Current liabilities | ||
Accounts payable and accrued liabilities | 25,986 | 14,141 |
Accounts payable and accrued liabilities - related party | 1,906 | 1,410 |
Convertible note - related party, net of debt discount | 13,027 | 6,665 |
Derivative liabilities | 29,074 | 31,090 |
Total current liabilities | 69,993 | 53,306 |
Total liabilities | 69,993 | 53,306 |
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; 12,729,125 and 12,404,910 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 1,273 | 1,240 |
Additional Paid-in Capital | 2,521,083 | 1,611,711 |
Accumulated deficit | (2,086,150) | (1,592,680) |
Total stockholder's equity | 436,208 | 20,273 |
TOTAL LIABILITIES & EQUITY | $ 506,201 | $ 73,579 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 12,729,125 | 12,404,910 |
Common stock shares, outstanding | 12,729,125 | 12,404,910 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net sales | ||
Operating expenses: | ||
Research and development expenses | 40,897 | 776 |
Professional fees | 21,180 | |
General and administrative expenses | 426,551 | 305 |
Total operating expenses | 488,628 | 1,081 |
Income (loss) from operations | (488,628) | (1,081) |
Other Income (expense) | ||
Interest expense | (6,858) | (2,700) |
Change in derivative liabilities | 2,016 | |
Other (expense) | (4,842) | (2,700) |
Net (loss) | $ (493,470) | $ (3,781) |
Net (loss) per common shares (basic and diluted) | $ (0.04) | $ 0 |
Weighted average shares outstanding Basic and diluted | 12,639,078 | 11,528,622 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (493,470) | $ (3,781) |
Adjustments to reconcile net income to net cash provided from (used by) operating activities: | ||
Stock awards recorded as advisory services | 28,000 | |
Stock options granted and recorded as administrative expenses and advisory services | 381,405 | |
Accretion of debt discount | 6,362 | 2,500 |
Change in derivative liabilities | (2,016) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (16,081) | |
Accounts payable and accrued liabilities | 11,845 | 1,072 |
Accounts payable and accrued liabilities, related party | 496 | |
Net cash provided (used by) operating activities | (83,459) | (209) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | ||
Cash Flows From Financing Activities | ||
Proceeds from private placement | 500,000 | 32,000 |
Financing costs | (19,590) | |
Proceeds from convertible note | ||
Net cash provided from financing activities | 500,000 | 12,410 |
Increase (decrease) in cash and cash equivalents | 416,541 | 12,201 |
Cash at beginning of period | 57,767 | 155,242 |
Cash at end of period | 474,308 | 167,443 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
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 July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the name of the Company from "BioLabMart Inc." to "Qrons Inc.". On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming to effectuate such name change. Ariel Agreements On December 14, 2016, the Company entered into a license and research funding agreement ("License Agreement") with Ariel Scientific Innovations Ltd., formerly known as Ariel University R&D Co., Ltd., ("Ariel"), a wholly owned subsidiary of Ariel University, 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. In lieu of extending the research financing and research period under the License Agreement beyond the initial 12 months, on December 14, 2017, the Company entered into a 12-month services agreement with Ariel (the "Services Agreement") pursuant to which a team at Ariel under the direction of Prof. Danny Baranes will conduct molecular biology research activities involving the testing of scaffold materials for the Company. On April 12, 2018, the Services Agreement was amended to provide for additional services as the Company may request. On March 6, 2018, the Company entered into an additional services agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their labs. Dartmouth Agreements 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. The Company exercised its option on March 26, 2018 to negotiate definitive license terms, as it continues further evaluation and research. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statement Presentation: The unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Fiscal year end: Use of Estimates: Cash Equivalents: Research and Development Costs: Advertising and Marketing Costs: Related parties: Stock-Based Compensation and Other Share-Based Payments: Stock Plan 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 March 31, 2018 and December 31, 2017: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of March 31, 2018: Liabilities Derivative liabilities $ - $ - $ 29,074 As of December 31, 2017: Liabilities Derivative liabilities $ - $ - $ 31,090 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), convertible notes, classes of shares with conversion features, and stock awards and stock options. The computation of basic loss per share for the three-month periods ended March 31, 2018 and 2017 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, 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. In The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: March 31, 2018 March 31, 2017 52,000 562,000 Research Warrants at 3% of issued and outstanding shares 381,874 - Convertible Notes 26,906 - Series A Preferred shares 700 - 13,334 - Stock options, not yet vested 656,666 - Stock awards, not yet vested 290,000 - 1,421,480 562,000 New Accounting Pronouncements: |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
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. While the Company has recently raised proceeds it does not believe its resources will be sufficient to meet its operating and capital needs beyond the fourth quarter of 2018. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms. 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 | 3 Months Ended |
Mar. 31, 2018 | |
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 the Company and CubeSquare amended Note 1 to extend the maturity date of the note from September 1, 2017 to September 1, 2018 under the same terms and conditions. On September 27, 2017, the Company entered into a second convertible debenture agreement with CubeSquare under which the Company received proceeds of $15,000 (Note 2). Note 2 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 amendment to Note 1 and Note 2 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: March 31, 2018 December 31, 2017 Face value of certain convertible notes $ 25,000 $ 25,000 (11,973 ) (18,335 ) Carrying value $ 13,027 $ 6,665 Amortization of the discount over the three months ended March 31, 2018 and 2017 totaled $6,362 and $2,500, respectively, which amounts have been recorded as interest expense. As a result of the application of ASC No. 815 in the periods ended March 31, 2018 and December 31, 2017 the fair value of the conversion feature is summarized as follows: Balance at December 31, 2017 $ 31,090 Derivative addition associated with convertible notes - Loss on change in fair value (2,016 ) Balance at March 31, 2018 $ 29,074 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 March 31, 2018 and commitment date: Commitment Date March 31, 2018 December 31, 2017 Expected dividends 0 0 0 Expected volatility 101% ~103% 95% ~ 102% 110% ~ 115% Expected term 0.92 ~ 1 year 0.42 ~0.49 year 0.67 ~0.74 year Risk free interest rate 1.33% 1.93% 1.53% ~ 1.65% |
License and Research Funding Ag
License and Research Funding Agreements | 3 Months Ended |
Mar. 31, 2018 | |
License and Research Funding Agreements [Abstract] | |
License and Research Funding Agreements | Note 5 – License and Research Funding Agreements On December 14, 2016, the Company entered the License Agreement with Ariel. 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. The Company shall fund the research completed during the research period in the total amount of $100,000. 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. 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 Company and Ariel entered into Addendum #1, effective December 13, 2017 (the "Addendum") to the License Agreement pursuant to which Ariel was permitted to exercise a portion of the warrant granted pursuant to the License Agreement. On December 13, 2017, the Company issued 119,950 shares of common stock to Ariel, representing 1% of the issued and outstanding shares of the Company on such date, and valued at $335,860. The right to the balance of the shares subject to the warrant remains subject to the terms of the License Agreement and the occurrence of an Exit Event (as described in the License Agreement). In addition, the Addendum provides that Ariel may not request a demand registration until the balance of the shares subject to the warrant is exercised. In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which shall 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, 2017, the Company incurred total research and development costs of $1,179,777, which amount includes the aforementioned value of 119,950 shares of common stock at On March 6, 2018, the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their labs area of neurologics pursuant to which the Company paid Ariel $20,580 on March 19, 2018 and will be required to pay $20,580 by August 21, 2018. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2018 | |
Commitments [Abstract] | |
Commitments | Note 6 – Commitments Service Agreement with Ariel - Prof. Danny Baranes The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for five years after the term of the Services Agreement. During the year ended December 31, 2017, $17,250 was paid of which $1,438 was expensed in fiscal year 2017 and $8,625 was expensed for three months period ended March 31, 2018, and the remaining $7,187 will be expensed in a subsequent period. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request. Further on April 26, 2018, the remaining installment of $17,250 was paid. (2) Service Agreement with Ariel - Dr. Gadi Turgeman On March 6, 2018, the Company entered into a service agreement for the services of Professor Gadi Turgeman and his neurobiology research team in their labs. As compensation for the services provided, the Company will pay Ariel (i) $20,580 within five business days of the execution of the Services Agreement, and (ii) $20,580 by August 21, 2018. The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for six years after the term of the Services Agreement. During the three months ended March 31, 2018, $20,580 was paid and recorded as prepaid expenses, of which $3,430 was expensed in three month period and the remaining $17,150 will be expensed in a subsequent period. As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company's technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board as described below, and the Company and Advisors have entered into agreements with the following terms and conditions: - Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the "Services") as a member of its Scientific Advisory Board ("SAB"). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company's SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company's scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor's consultation with Company will involve services as scientific, technical and business advisor to the Company and its senior team as needed with respect to the field of neuronal injuries and neuro degenerative diseases ("the "Field") and requires the application of unique, special and extraordinary skills and knowledge that Advisor possesses in the Field. - SAB Consulting Compensation On November 15, 2017, the Company entered into Agreements with three Advisors under the terms of which two Advisors are granted the option under the 2016 Stock Option and Award Plan to purchase 20,000 shares of common stock under certain vesting terms and one Advisor under the 2016 Stock Option and Award Plan is granted an option to purchase 30,000 shares of common stock under certain vesting terms. The Company recorded stock-based compensation in the amount of $29,000 in respect to these options grants during fiscal 2017 which amount has been allocated as advisory services as part of general and administrative expenses. ( Note 8 – Stock Plan) (4) Advisory Board Agreement On January 23, 2018, the Company entered into a one-year advisory board member consulting agreement with Pavel Hilman, the controlling shareholder of Conventus Holdings SA, a BVI corporation ("Conventus"), under which Mr. Hilman will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board |
Stock Plan
Stock Plan | 3 Months Ended |
Mar. 31, 2018 | |
Stock Plan [Abstract] | |
Stock Plan | Note 7 – Stock Plan 2016 Stock Option and Stock Award Stock Award: On December 14, 2016, the Board awarded to each of its Science Advisors, Prof. Danny Baranes and Dr. Liat Hammer, a total of 440,000 shares of common stock of which 150,000 shares vested on December 14, 2016, 145,000 shares vested on December 14, 2017, and 145,000 shares will vest on December 14, 2018, provided such advisors are still providing services to the Company. The value of the vested awards had been recorded as research and development expenses in the respective periods. A total of 290,000 stock awards are expected to vest during fiscal 2018. On January 23, 2018, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan. For the three months ended March 31, For years ended December 31, 2018 2017 2016 10,000 290,000 300,000 Fair market value per share $ 2.80 $ 2.80 $ 0.1867 Stock based compensation recognized $ 28,000 $ 812,000 $ 56,000 Stock Options: (a) Stock Options granted to Science Advisors: On November 15, 2017, under the 2016 Stock Option and Award Plan , the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided the advisors are still providing services to the Company. On November 15, 2017, under the 2016 Stock Option and Award Plan , the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company. During the year ended December 31, 2017, total recognized compensation in respect of the above stock option compensation was $29,000, which amount has been allocated as advisory services as part of general and administrative expenses. During the three months ended March 31, 2018, total recognized compensation in respect of the above stock option compensation was $27,975, which amount has been allocated as advisory services as part of general and administrative expenses. As of March 31, 2018, total unrecognized compensation remaining to be recognized in future periods totaled $107,255. (b) Stock Options granted to Officers: On December 4, 2017, the Board granted five-year option awards to each of its two officers . Option awards are granted with an exercise price of $2 at the date of grant; and vest on December 4, 2018, expiring on December 4, 2022. During the year ended December 31, 2017, total recognized compensation of $106,029 was recorded as general and administrative expenses. During the three months ended March 31, 2018, total recognized compensation of $353,430 was recorded as general and administrative expenses. As of March 31, 2018, total unrecognized compensation remaining to be recognized in future periods totaled $954,261. using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0% Expected volatility 114.69 ~ 126.34% Risk-free interest rate 1.79% ~ 2.15% Expected life (years) 3 ~ 5 Stock Price $ 2.80 Exercise Price $ 0.40 ~ 2.00 A summary of the activity for the Company's stock options for the period ended March 31, 2018 and for the year ended December 31, 2017, is as follows: March 31, 2018 December 31, 2017 Weighted Average Weighted Average Shares Exercise Price Shares Exercise Price Outstanding, beginning of period 670,000 $ 1.93 - $ - Granted - $ - 670,000 $ 1.93 Exercised - $ - - $ - Canceled - $ - - $ - Outstanding, end of period 670,000 $ 1.93 670,000 $ 1.93 Options exercisable, end of period 13,334 $ 2.00 13,334 $ 2.00 Options expected to vest, end of period 656,666 $ 1.89 656,666 $ 1.89 Weighted average fair value of options granted $ 2.36 $ 2.36 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2018 | |
Capital Stock [Abstract] | |
Capital Stock | Note 8 – Capital Stock Authorized: 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. Series A Preferred Stock: 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 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 $1 was paid for the Series A Preferred Stock. Common Stock issuances during the three months ended March 31, 2018: On January 23, 2018 the Company sold 312,500 shares of its common stock to Conventus and raised $500,000 pursuant to a subscription agreement in a private placement offering. The proceeds of the offering will be used for research and general corporate purposes. On January 23, 2018, the Company issued 10,000 shares for advisory services (Note 6(4)). On February 6, 2018, the Company shares of common stock Common Stock issuances as of December 31, 2017: On December 13, 2017, 119,950 shares were issued to Ariel as an exercise of warrants pursuant to a License Agreement (Note 5 – License and Research Funding Agreement). These shares were valued at $335,860 or $2.80 per share, based on fair market value, and the associated cost was recorded as research and development expenses. On December 14, 2017, the Company issued 290,000 shares to two Scientific Advisors as a stock award, During the year ended December 31, 2017, the Company received aggregate proceeds of $32,000 in private placement subscriptions for a total of 128,000 shares. During the year ended December 31, 2017 the Company shares of common stock 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 March 31, 2018, and December 31, 2017, the following common stock purchase warrants were outstanding: Warrants (1) Weighted Average Exercise Price Outstanding – December 31, 2016 502,000 $ 0.40 Granted 64,000 0.40 Forfeited/Canceled - - Exercised 512,000 (2) 0.40 Outstanding – December 31, 2017 54,000 0.40 Granted - - Forfeited/Canceled - - Exercised 2,000 (3) 0.40 Outstanding – March 31, 2018 52,000 $ 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. (2) During the year ended December 31, 2017, investors exercised 512,000 share purchase warrants and received 442,960 underlying shares for exercise on a cashless basis. (3) During the three-month period ended March 31, 2018, investors exercised 2,000 share purchase warrants and received 1,715 underlying shares for exercise on a cashless basis. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events On April 12, 2018, the Company amended its services agreement, dated December 12, 2017 with Ariel Scientific Innovations Ltd. The Amendment provides for the payment of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request. All other terms and conditions of the Services Agreement remain in effect. On April 16, 2018, the Company entered into a one-year advisory board member consulting agreement with Chenfeng Ke, Assistant Professor of Chemistry at of Dartmouth College, pursuant to which Professor Ke will serve on the Company's Scientific Advisory Board. In consideration for serving on the Scientific Advisory Board, the Company granted an option to purchase 30,000 shares of its common stock to Professor Ke. On April 23, 2018, the Company entered into a six-month investment relations agreement with an investor relations firm for a monthly consulting fee of $5,000 and issued 75,000 shares of its common stock as commitment shares for agreeing to enter into such agreement. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation: The unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). |
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 and Other Share-Based Payments | Stock-Based Compensation and Other Share-Based Payments: Stock Plan |
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 March 31, 2018 and December 31, 2017: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of March 31, 2018: Liabilities Derivative liabilities $ - $ - $ 29,074 As of December 31, 2017: Liabilities Derivative liabilities $ - $ - $ 31,090 |
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), convertible notes, classes of shares with conversion features, and stock awards and stock options. The computation of basic loss per share for the three-month periods ended March 31, 2018 and 2017 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, 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. In The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: March 31, 2018 March 31, 2017 52,000 562,000 Research Warrants at 3% of issued and outstanding shares 381,874 - Convertible Notes 26,906 - Series A Preferred shares 700 - 13,334 - Stock options, not yet vested 656,666 - Stock awards, not yet vested 290,000 - 1,421,480 562,000 |
New Accounting Pronouncements | New Accounting Pronouncements: |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
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 March 31, 2018: Liabilities Derivative liabilities $ - $ - $ 29,074 As of December 31, 2017: Liabilities Derivative liabilities $ - $ - $ 31,090 |
Schedule of potentially dilutive securities | March 31, 2018 March 31, 2017 52,000 562,000 Research Warrants at 3% of issued and outstanding shares 381,874 - Convertible Notes 26,906 - Series A Preferred shares 700 - 13,334 - Stock options, not yet vested 656,666 - Stock awards, not yet vested 290,000 - 1,421,480 562,000 |
Convertible Note - Related Pa17
Convertible Note - Related Party and Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | |
Schedule of convertible notes | March 31, 2018 December 31, 2017 Face value of certain convertible notes $ 25,000 $ 25,000 (11,973 ) (18,335 ) Carrying value $ 13,027 $ 6,665 |
Schedule of fair value of conversion feature | Balance at December 31, 2017 $ 31,090 Derivative addition associated with convertible notes - Loss on change in fair value (2,016 ) Balance at March 31, 2018 $ 29,074 |
Schedule of fair value at commitment and re-measurement dates derivative liabilities | Commitment Date March 31, 2018 December 31, 2017 Expected dividends 0 0 0 Expected volatility 101% ~103% 95% ~ 102% 110% ~ 115% Expected term 0.92 ~ 1 year 0.42 ~0.49 year 0.67 ~0.74 year Risk free interest rate 1.33% 1.93% 1.53% ~ 1.65% |
Stock Plan (Tables)
Stock Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock Plan [Abstract] | |
Schedule of stock award | For the three months ended March 31, For years ended December 31, 2018 2017 2016 10,000 290,000 300,000 Fair market value per share $ 2.80 $ 2.80 $ 0.1867 Stock based compensation recognized $ 28,000 $ 812,000 $ 56,000 |
Schedule of fair value options assumptions | Measurement date Dividend yield 0% Expected volatility 114.69 ~ 126.34% Risk-free interest rate 1.79% ~ 2.15% Expected life (years) 3 ~ 5 Stock Price $ 2.80 Exercise Price $ 0.40 ~ 2.00 |
Schedule of stock options | March 31, 2018 December 31, 2017 Weighted Average Weighted Average Shares Exercise Price Shares Exercise Price Outstanding, beginning of period 670,000 $ 1.93 - $ - Granted - $ - 670,000 $ 1.93 Exercised - $ - - $ - Canceled - $ - - $ - Outstanding, end of period 670,000 $ 1.93 670,000 $ 1.93 Options exercisable, end of period 13,334 $ 2.00 13,334 $ 2.00 Options expected to vest, end of period 656,666 $ 1.89 656,666 $ 1.89 Weighted average fair value of options granted $ 2.36 $ 2.36 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 – December 31, 2016 502,000 $ 0.40 Granted 64,000 0.40 Forfeited/Canceled - - Exercised 512,000 (2) 0.40 Outstanding – December 31, 2017 54,000 0.40 Granted - - Forfeited/Canceled - - Exercised 2,000 (3) 0.40 Outstanding – March 31, 2018 52,000 $ 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 $0.40. (2) During the year ended December 31, 2017, investors exercised 512,000 share purchase warrants and received 442,960 underlying shares for exercise on a cashless basis. (3) During the three-month period ended March 31, 2018, investors exercised 2,000 share purchase warrants and received 1,715 underlying shares for exercise on a cashless basis. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 29,074 | $ 31,090 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 1,421,480 | 562,000 |
Stock options, vested | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 13,334 | |
Stock options, not yet vested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 656,666 | |
Stock awards, not yet vested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 290,000 | |
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 | 52,000 | 562,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 26,906 | |
Research Warrrants at 3% of issued and outstanding shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities net loss per share | 381,874 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Summary of Significant Accounting Policies (Textual) | ||
Research and development costs | $ 40,897 | $ 776 |
Advertising or marketing costs | $ 5,000 | |
Research warrants issued and outstanding, percentage | 3.00% |
Convertible Note - Related Pa23
Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | ||
Face value of certain convertible notes | $ 25,000 | $ 25,000 |
Less: unamortized discount | (11,973) | (18,335) |
Carrying value | $ 13,027 | $ 6,665 |
Convertible Note - Related Pa24
Convertible Note - Related Party and Derivative Liabilities (Details 1) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Convertible Note - Related Party and Derivative Liabilities [Abstract] | |
Balance at December 31, 2016 | $ 31,090 |
Derivative addition associated with convertible notes | |
Loss on change in fair value | (2,016) |
Balance at December 31, 2017 | $ 29,074 |
Convertible Note - Related Pa25
Convertible Note - Related Party and Derivative Liabilities (Details 2) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Risk free interest rate | 1.93% | |
Commitment Date [Member] | ||
Derivative [Line Items] | ||
Expected dividends | 0.00% | |
Risk free interest rate | 1.33% | |
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected volatility | 95.00% | 110.00% |
Expected term | 5 months 1 day | 8 months 2 days |
Risk free interest rate | 1.53% | |
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 | 102.00% | 115.00% |
Expected term | 5 months 27 days | 8 months 26 days |
Risk free interest rate | 1.65% | |
Maximum [Member] | Commitment Date [Member] | ||
Derivative [Line Items] | ||
Expected volatility | 103.00% | |
Expected term | 1 year |
Convertible Note - Related Pa26
Convertible Note - Related Party and Derivative Liabilities (Details Textual) - USD ($) | Sep. 27, 2017 | Sep. 01, 2016 | Mar. 31, 2018 | Mar. 31, 2017 |
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||
Received proceeds totaling | ||||
Amortization of discount | $ 6,362 | $ 2,500 | ||
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) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. | ||
Maturity date | Sep. 1, 2017 | |||
Maturity date, description | Note 1 to extend the maturity date of the note from September 1, 2017 to September 1, 2018 under the same terms and conditions. | |||
CubeSquare, LLC [Member] | President [Member] | ||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||
Ownership percentage | 25.00% |
License and Research Funding 27
License and Research Funding Agreements (Details) - USD ($) | Mar. 06, 2018 | Dec. 13, 2017 | Dec. 14, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
License and Research Funding Agreements (Textual) | ||||||
Research and development costs | $ 40,897 | $ 776 | ||||
License and research funding agreement compensation paid, description | The Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their labs area of neurologics pursuant to which the Company paid Ariel $20,580 on March 19, 2018 and will be required to pay $20,580 by August 21, 2018. | The Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request. | ||||
Ariel University [Member] | ||||||
License and Research Funding Agreements (Textual) | ||||||
Shares issued for advisory services | 119,950 | |||||
Shares issued, value | $ 335,860 | |||||
Shares issued, percentage | 1.00% | |||||
License Agreement [Member] | ||||||
License and Research Funding Agreements (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 | $ 1,179,777 | |||||
Aforementioned funding amount | 119,950 | |||||
Stock based compensation | 812,000 | |||||
Payments of completion of milestone events due | 6 months | |||||
Shares issued, value | $ 335,860 |
Commitments (Details)
Commitments (Details) - USD ($) | Apr. 12, 2018 | Jan. 23, 2018 | Nov. 15, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | May 01, 2018 | Mar. 06, 2018 | Dec. 14, 2017 |
Commitments (Textual) | ||||||||
Compensation for the services provided | $ 17,250 | |||||||
Compensation cost | 1,438 | |||||||
Expensed in subsequent payment | $ 31,893 | 15,812 | ||||||
Prepaid expenses | 20,580 | |||||||
Prepaid expensed during period | 3,430 | |||||||
Outstanding expenses | 17,150 | |||||||
Service Agreement With Ariel [Member] | ||||||||
Commitments (Textual) | ||||||||
Compensation for the services provided | $ 20,580 | $ 17,250 | ||||||
Compensation cost | 8,625 | $ 7,187 | ||||||
Expensed in subsequent payment | $ 7,187 | $ 20,580 | ||||||
2016 Stock Option and Award Plan [Member] | ||||||||
Commitments (Textual) | ||||||||
Advisors are granted the option | 10,000 | 20,000 | ||||||
Stock option and award plan is granted | 30,000 | |||||||
Stock based compensation | $ 29,000 | |||||||
Subsequent Events [Member] | ||||||||
Commitments (Textual) | ||||||||
Compensation for the services provided | $ 17,250 | |||||||
Service agreement payment, description | The Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request. Further on April 26, 2018, the remaining installment of $17,250 was paid. |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Plan [Abstract] | |||
Number of shares issued | 10,000 | 290,000 | 300,000 |
Fair market value per share | $ 2.80 | $ 2.80 | $ 0.1867 |
Stock based compensation recognized | $ 28,000 | $ 812,000 | $ 56,000 |
Stock Plan (Details 1)
Stock Plan (Details 1) - Stock Options [Member] - Measurement date [Member] | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Stock Price | $ 2.80 |
Exercise Price, Minimum | 0.40 |
Exercise Price, Maximum | $ 2 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 114.69% |
Risk-free interest rate | 1.79% |
Expected life (years) | 3 years |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 126.34% |
Risk-free interest rate | 2.15% |
Expected life (years) | 5 years |
Stock Plan (Details 2)
Stock Plan (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stock Plan [Abstract] | ||
Shares Outstanding, beginning of period | 670,000 | |
Shares, Granted | 670,000 | |
Shares, Exercised | ||
Shares, Canceled | ||
Shares Outstanding, end of period | 670,000 | 670,000 |
Shares Options exercisable, end of period | 13,334 | 13,334 |
Shares, Options expected to vest, end of period | 656,666 | 656,666 |
Weighted Average Shares Exercise Price, Outstanding, beginning of period | $ 1.93 | |
Weighted Average Shares Exercise Price, Granted | 1.93 | |
Weighted Average Shares Exercise Price, Exercised | ||
Weighted Average Exercise Price, Canceled | ||
Weighted Average Shares Exercise Price, Outstanding, end of period | 1.93 | 1.93 |
Weighted Average Exercise Price, Options exercisable, end of period | 2 | 2 |
Weighted Average Exercise Price, Options expected to vest, end of period | 1.89 | 1.89 |
Weighted Average Exercise Price, Weighted average fair value of options granted | $ 2.36 | $ 2.36 |
Stock Plan (Details Textual)
Stock Plan (Details Textual) - USD ($) | Dec. 14, 2017 | Dec. 04, 2017 | Dec. 14, 2016 | Nov. 15, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 23, 2018 |
Stock Plan (Textual) | |||||||||
Stock purchase warrants | 1,421,480 | 562,000 | |||||||
Stock option vested and recorded as consulting fees | $ 29,000 | ||||||||
Total unrecognized compensation remaining to be recognized in future periods | $ 107,255 | ||||||||
Shares issued upon grant date | 670,000 | ||||||||
Stock options granted and recorded as administrative expenses and advisory services | $ 381,405 | ||||||||
General and administrative expenses | $ 106,029 | ||||||||
2016 Stock Option and Award Plan [Member] | |||||||||
Stock Plan (Textual) | |||||||||
Reserved shares for issuance | 10,000,000 | ||||||||
Stock award | 10,000 | ||||||||
Description of services agreement | Under the 2016 Stock Option and Award Plan , the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided the advisors are still providing services to the Company. | ||||||||
Stock options granted and recorded as administrative expenses and advisory services | 27,975 | ||||||||
2016 Stock Option and Award Plan one [Member] | |||||||||
Stock Plan (Textual) | |||||||||
Description of services agreement | Under the 2016 Stock Option and Award Plan , the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company. | ||||||||
Total unrecognized compensation remaining to be recognized in future periods | 954,261 | ||||||||
Stock options granted and recorded as administrative expenses and advisory services | $ 353,430 | ||||||||
Board of Directors Chairman [Member] | |||||||||
Stock Plan (Textual) | |||||||||
Stock award | 440,000 | ||||||||
Receive common stock vest upon grant date | 150,000 | ||||||||
Vested shares | 145,000 | 145,000 | |||||||
Weighted average exercise pric | $ 2 | ||||||||
Shares of common stock under certain vesting terms | 5 years | ||||||||
Grant date | Dec. 4, 2022 | ||||||||
Board of Directors Chairman [Member] | December 14, 2018 [Member] | |||||||||
Stock Plan (Textual) | |||||||||
Vested shares | 145,000 | ||||||||
Stock awards, not yet vested [Member] | |||||||||
Stock Plan (Textual) | |||||||||
Stock purchase warrants | 290,000 |
Capital Stock (Details)
Capital Stock (Details) - Measurement date [Member] - Stock Purchase Warrants [Member] | 3 Months Ended |
Mar. 31, 2018$ / 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 | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | ||||
Warrants | |||||
Outstanding - Beginning balance | [1] | 54,000 | 502,000 | ||
Granted | [1] | 64,000 | |||
Forfeited/Canceled | [1] | ||||
Exercised | [1] | 2,000 | [2] | 512,000 | [3] |
Outstanding - Ending balance | [1] | 52,000 | 54,000 | ||
Weighted Average Exercise Price | |||||
Outstanding - Beginning balance | $ 0.40 | $ 0.40 | |||
Granted | 0.40 | ||||
Forfeited/Canceled | |||||
Exercised | 0.40 | 0.40 | |||
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 $0.40. | ||||
[2] | During the three-month period ended March 31, 2018, investors exercised 2,000 share purchase warrants and received 1,715 underlying shares for exercise on a cashless basis. | ||||
[3] | During the year ended December 31, 2017, investors exercised 512,000 share purchase warrants and received 442,960 underlying shares for exercise on a cashless basis. |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | Feb. 06, 2018 | Jan. 23, 2018 | Dec. 14, 2017 | Dec. 13, 2017 | Dec. 04, 2017 | Dec. 14, 2016 | Mar. 31, 2018 | Aug. 22, 2016 | Dec. 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 | 12,729,125 | 12,404,910 | ||||||||||
Common stock shares, outstanding | 12,729,125 | 12,404,910 | ||||||||||
Preferred stock, shares issued | 2,000 | 2,000 | ||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
General and administrative expenses | $ 106,029 | |||||||||||
Subscriptions shares | 128,000 | |||||||||||
Shares issued upon grant date | 670,000 | |||||||||||
Grant exercise price | $ 1.89 | $ 1.89 | ||||||||||
Warrant, description | The Company received a warrant exercise notice in respect of 2,000 warrants from a subscriber and issued 1,715 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant. | |||||||||||
Warrants received underlying shares for exercise on a cashless basis | 442,960 | |||||||||||
Stock options granted, terms | The Board granted five-year option awards to each of its two officers for the purchase of 300,000 shares of the common stock of the Company. Option awards are granted with an exercise price of $2 at the date of grant; and vest on December 4, 2018, expiring on December 4, 2022. | |||||||||||
License Agreement Terms [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Share issued for agreement | 119,950 | |||||||||||
Conversion value | $ 335,860 | |||||||||||
Conversion of stock par value | $ 2.80 | |||||||||||
Investors [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Warrant exercise | 2,000 | |||||||||||
Warrants received underlying shares for exercise on a cashless basis | 1,715 | |||||||||||
Board of Directors [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Stock award | 440,000 | |||||||||||
Vested shares | 145,000 | 145,000 | ||||||||||
Grant date | Dec. 4, 2022 | |||||||||||
Receive common stock vest upon grant date | 150,000 | |||||||||||
Scientific Advisors [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Share issued for agreement | 290,000 | |||||||||||
Conversion value | $ 812,000 | |||||||||||
Conversion of stock par value | $ 2.80 | |||||||||||
Private Placement [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Shares issued for advisory services | 10,000 | |||||||||||
Sale and issuance of common stock | 312,500 | |||||||||||
Total proceeds of subscriptions amount | $ 500,000 | $ 32,000 | ||||||||||
Warrant [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Warrant exercise | [2] | 2,000 | [1] | 512,000 | [3] | |||||||
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] | Jonah Meer [Member] | ||||||||||||
Capital Stock (Textual) | ||||||||||||
Preferred stock, shares issued | 1,000 | |||||||||||
Cash paid | $ 1 | |||||||||||
[1] | During the three-month period ended March 31, 2018, investors exercised 2,000 share purchase warrants and received 1,715 underlying shares for exercise on a cashless basis. | |||||||||||
[2] | 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 $0.40. | |||||||||||
[3] | During the year ended December 31, 2017, investors exercised 512,000 share purchase warrants and received 442,960 underlying shares for exercise on a cashless basis. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] | Apr. 23, 2018USD ($)shares | Apr. 16, 2018shares | Apr. 12, 2018ILS (₪) |
Services Agreement [Member] | |||
Subsequent Events (Textual) | |||
Compensation expenses | ₪ | ₪ 8,000 | ||
Advisory Board Member Consulting Agreement [Member] | |||
Subsequent Events (Textual) | |||
Term of agreement | 1 year | ||
Options granted to purchase of common stock | 30,000 | ||
Investment Relations Agreement [Member] | |||
Subsequent Events (Textual) | |||
Term of agreement | 6 months | ||
Payments to investors | $ | $ 5,000 | ||
Common stock shares issued | 75,000 |