Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 23, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | RespireRx Pharmaceuticals Inc. | ||
Entity Central Index Key | 849,636 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filer | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,454,000 | ||
Entity Common Stock, Shares Outstanding | 498,622,133 | ||
Trading Symbol | RSPI | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 53,199 | $ 162,752 |
Grant receivable | 48,000 | |
Deferred and capitalized financing costs | $ 3,429 | 85,702 |
Prepaid expenses, including current portion of long-term prepaid insurance of $14,945 at December 31, 2015 and 2014 | 29,144 | 24,219 |
Total current assets | 85,772 | 320,673 |
Equipment, net of accumulated depreciation of $8,776 and $1,659 at December 31, 2015 and 2014, respectively | 12,121 | 16,741 |
Long-term prepaid insurance, net of current portion of $14,945 at December 31, 2015 and 2014 | 47,949 | 62,894 |
Total assets | 145,842 | 400,308 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $111,688 and $108,375 payable to related parties at December 31, 2015 and 2014, respectively | 1,434,429 | 1,845,875 |
Accrued compensation and related expenses | $ 710,409 | 144,000 |
Unearned grant revenues | 34,333 | |
10% convertible notes payable, including accrued interest of $61,388 and $4,093, net of unamortized discounts of $342,932 and $323,350 at December 31, 2015 and 2014, respectively | $ 297,956 | 50,243 |
Note payable to related party, including accrued interest of $171,257 and $122,618 at December 31, 2015 and 2014, respectively | 561,568 | $ 526,257 |
Other short-term note payable, including accrued interest of $8 | 3,689 | |
Total current liabilities | $ 3,008,051 | $ 2,600,708 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficiency: | ||
Common stock, $0.001 par value; shares authorized: 1,400,000,000; shares issued and outstanding: 489,846,883 and 232,145,326 at December 31, 2015 and 2014, respectively | $ 489,847 | $ 232,145 |
Additional paid-in capital | 144,647,529 | 138,984,110 |
Accumulated deficit | (148,279,854) | (142,311,095) |
Total stockholders' deficiency | (2,862,209) | (2,200,400) |
Total liabilities and stockholders' deficiency | 145,842 | 400,308 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred stock value | 21,703 | 21,703 |
Series G 1.5% Cumulative Mandatorily Convertible Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred stock value | $ 258,566 | $ 872,737 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Long term prepaid insurance | $ 14,945 | $ 14,945 |
Equipment, accumulated depreciation | 8,776 | 1,659 |
Long-term prepaid insurance current portion | 14,945 | 14,945 |
Accounts payable and accrued expenses to related party | $ 111,688 | $ 108,375 |
Percentage of convertible notes payable | 10.00% | 10.00% |
Accrued interest | $ 61,388 | $ 4,093 |
Unamortized discount | 342,932 | 323,350 |
Accrued interest on notes payable to related party | 171,257 | $ 122,618 |
Accrued interest on short-term note payable, accrued interest | $ 8 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock shares issuable upon conversion of series G | 78,353,485 | 264,465,728 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 |
Common stock, shares issued | 489,846,883 | 232,145,326 |
Common stock, shares outstanding | 489,846,883 | 232,145,326 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference per share | $ 0.6667 | $ 0.6667 |
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 |
Preferred stock, shares authorized | 37,500 | 37,500 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Preferred stock shares issuable upon conversion, Per share | $ 0.09812 | $ 0.09812 |
Common stock shares issuable upon conversion of series G | 3,679 | 3,679 |
Series G 1.5% Cumulative Mandatorily Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference per share | $ 1,000 | $ 1,000 |
Preferred stock, liquidation preference value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 1,700 | 1,700 |
Preferred stock, shares issued | 258.6 | 872.7 |
Preferred stock, shares outstanding | 258.6 | 872.7 |
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% |
Preferred stock, aggregate liquidation preference value including dividend | $ 258,566 | $ 872,737 |
Number of common shares issuable for conversion of Series G per share | 303,030.3 | |
Common stock shares issuable upon conversion in series G | 78,353,485 | 264,465,728 |
Common stock issuable upon conversion due to 1.5% dividend | 2,074,698 | 3,102,094 |
Amount of accrued preferred stock dividends | $ 6,847 | $ 10,237 |
On 10% Convertible Notes Payable [Member] | ||
Accrued interest | 61,388 | 4,093 |
Unamortized discount | $ 342,932 | $ 323,350 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Grant revenues | $ 86,916 | $ 61,667 |
Operating expenses: | ||
General and administrative, including $2,912,607 and $2,843,500 to related parties for the years ended December 31, 2015 and 2014, respectively | 3,619,929 | 3,823,434 |
Research and development, including $555,425 and $28,589 to related parties for the years ended December 31, 2015 and 2014, respectively | 1,706,603 | 591,768 |
Total operating expenses | 5,326,532 | 4,415,202 |
Loss from operations | (5,239,616) | (4,353,535) |
Gain on settlements with former management | 91,710 | 1,038,270 |
Gain on settlements with service providers | $ 75,375 | 393,590 |
Gain on settlement of project advance | $ 287,809 | |
Interest income | $ 9 | |
Interest expense, including $49,516 and $48,692 to related parties for the years ended December 31, 2015 and 2014, respectively | (902,698) | $ (117,306) |
Foreign currency transaction gain | 13,328 | 43,637 |
Net loss | $ (5,961,892) | (2,707,535) |
Adjustments related to Series G 1.5% Convertible Preferred Stock: | ||
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock | (10,049,846) | |
Dividends on Series G 1.5% Convertible Preferred Stock | $ (6,867) | (10,926) |
Net loss attributable to common stockholders | $ (5,968,759) | $ (12,768,307) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.07) |
Weighted average common shares outstanding - basic and diluted | 384,451,048 | 192,739,814 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
General and administrative expense to related parties | $ 2,912,607 | $ 2,843,500 |
Research and development expenses to related parties | 555,425 | 28,589 |
Interest expense to related parties | $ 49,516 | $ 48,692 |
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Series B Convertible Preferred Stock [Member] | ||
Balance beginning | $ 21,703 | $ 21,703 |
Balance beginning, shares | 37,500 | 37,500 |
Sale of Series G 1.5% Convertible Preferred Stock | ||
Sale of Series G 1.5% Convertible Preferred Stock, shares | ||
Costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | ||
Shares issued in connection with the exercise of finder's warrants on a cashless basis | ||
Shares issued in connection with the exercise of finder's warrants on a cashless basis, shares | ||
Sale of common stock units in private placement | ||
Sale of common stock units in private placement, shares | ||
Costs incurred in connection with sale of common stock units | ||
Fair value of common stock options issued as compensation | ||
Fair value of common stock options issued to service providers in partial settlement of accounts payable | ||
Conversion of Series G 1.5% Convertible Preferred Stock | ||
Conversion of Series G 1.5% Convertible Preferred Stock, shares | ||
Fair value of shares issued in settlement of project advance | ||
Fair value of shares issued in settlement of project advance, shares | ||
Common stock issued as compensation | ||
Common stock issued as compensation, shares | ||
Common stock issued to service providers in partial settlement of accounts payable | ||
Common stock issued to service providers in partial settlement of accounts payable, shares | ||
Common stock option issued as compensation | ||
Fair value of common stock options issued in connection with settlements with former management | ||
Fair value of common stock options issued in connection with settlement with former service provider | ||
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | ||
Fair value of new common stock warrants issued to note holders in connection with the extension of convertible notes payable | ||
Fair value of extending common stock warrants issued to note holders in connection with the convertible note and warrant financing | ||
Fair value of common stock warrants issued to finders in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | ||
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock, | ||
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock, shares | ||
Net loss | ||
Balance ending | $ 21,703 | $ 21,703 |
Balance ending, shares | 37,500 | 37,500 |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Balance beginning | $ 872,737 | |
Balance beginning, shares | 872.7 | |
Sale of Series G 1.5% Convertible Preferred Stock | $ 928,500 | |
Sale of Series G 1.5% Convertible Preferred Stock, shares | 928.5 | |
Costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | ||
Shares issued in connection with the exercise of finder's warrants on a cashless basis | ||
Shares issued in connection with the exercise of finder's warrants on a cashless basis, shares | ||
Sale of common stock units in private placement | ||
Sale of common stock units in private placement, shares | ||
Costs incurred in connection with sale of common stock units | ||
Fair value of common stock options issued as compensation | ||
Fair value of common stock options issued to service providers in partial settlement of accounts payable | ||
Conversion of Series G 1.5% Convertible Preferred Stock | $ (621,038) | $ (66,689) |
Conversion of Series G 1.5% Convertible Preferred Stock, shares | (621) | (66.7) |
Fair value of shares issued in settlement of project advance | ||
Fair value of shares issued in settlement of project advance, shares | ||
Common stock issued as compensation | ||
Common stock issued as compensation, shares | ||
Common stock issued to service providers in partial settlement of accounts payable | ||
Common stock issued to service providers in partial settlement of accounts payable, shares | ||
Common stock option issued as compensation | ||
Fair value of common stock options issued in connection with settlements with former management | ||
Fair value of common stock options issued in connection with settlement with former service provider | ||
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | ||
Fair value of new common stock warrants issued to note holders in connection with the extension of convertible notes payable | ||
Fair value of extending common stock warrants issued to note holders in connection with the convertible note and warrant financing | ||
Fair value of common stock warrants issued to finders in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | ||
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock, | ||
Dividend on Series G 1.5% Convertible Preferred Stock | $ 6,867 | $ 10,926 |
Dividend on Series G 1.5% Convertible Preferred Stock, shares | 6.9 | 10.9 |
Net loss | ||
Balance ending | $ 258,566 | $ 872,737 |
Balance ending, shares | 258.6 | 872.7 |
Common Stock [Member] | ||
Balance beginning | $ 232,145 | $ 144,041 |
Balance beginning, shares | 232,145,326 | 144,041,556 |
Sale of Series G 1.5% Convertible Preferred Stock | ||
Costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | ||
Shares issued in connection with the exercise of finder's warrants on a cashless basis | $ 1,135 | $ 4,395 |
Shares issued in connection with the exercise of finder's warrants on a cashless basis, shares | 1,134,110 | 4,395,018 |
Sale of common stock units in private placement | $ 56,810 | |
Sale of common stock units in private placement, shares | 56,809,802 | |
Costs incurred in connection with sale of common stock units | ||
Fair value of common stock options issued as compensation | ||
Fair value of common stock options issued to service providers in partial settlement of accounts payable | ||
Conversion of Series G 1.5% Convertible Preferred Stock | $ 188,193 | $ 20,209 |
Conversion of Series G 1.5% Convertible Preferred Stock, shares | 188,193,359 | 20,208,752 |
Fair value of shares issued in settlement of project advance | $ 1,000 | |
Fair value of shares issued in settlement of project advance, shares | 1,000,000 | |
Common stock issued as compensation | $ 2,500 | $ 62,500 |
Common stock issued as compensation, shares | 2,500,000 | 62,500,000 |
Common stock issued to service providers in partial settlement of accounts payable | $ 9,064 | |
Common stock issued to service providers in partial settlement of accounts payable, shares | 9,064,286 | |
Common stock option issued as compensation | ||
Fair value of common stock options issued in connection with settlements with former management | ||
Fair value of common stock options issued in connection with settlement with former service provider | ||
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | ||
Fair value of new common stock warrants issued to note holders in connection with the extension of convertible notes payable | ||
Fair value of extending common stock warrants issued to note holders in connection with the convertible note and warrant financing | ||
Fair value of common stock warrants issued to finders in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | ||
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock, | ||
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Net loss | ||
Balance ending | $ 489,847 | $ 232,145 |
Balance ending, shares | 489,846,883 | 232,145,326 |
Additional Paid-In Capital [Member] | ||
Balance beginning | $ 138,984,110 | $ 125,188,620 |
Sale of Series G 1.5% Convertible Preferred Stock | ||
Costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | $ (128,041) | |
Shares issued in connection with the exercise of finder's warrants on a cashless basis | (1,135) | (4,395) |
Sale of common stock units in private placement | 1,137,900 | |
Costs incurred in connection with sale of common stock units | (101,385) | |
Fair value of common stock options issued as compensation | 2,517,446 | |
Fair value of common stock options issued to service providers in partial settlement of accounts payable | 608,064 | |
Conversion of Series G 1.5% Convertible Preferred Stock | 432,845 | 46,480 |
Fair value of shares issued in settlement of project advance | 48,000 | |
Common stock issued as compensation | 186,500 | 2,512,500 |
Common stock issued to service providers in partial settlement of accounts payable | 149,561 | |
Common stock option issued as compensation | 655,500 | |
Fair value of common stock options issued in connection with settlements with former management | 26,290 | 179,910 |
Fair value of common stock options issued in connection with settlement with former service provider | 42,250 | |
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | 112,557 | 176,549 |
Fair value of new common stock warrants issued to note holders in connection with the extension of convertible notes payable | 97,188 | |
Fair value of extending common stock warrants issued to note holders in connection with the convertible note and warrant financing | 180,730 | |
Fair value of common stock warrants issued to finders in connection with the convertible note and warrant financing | 12,726 | 23,940 |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | 97,443 | 192,951 |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | $ 206,689 | |
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock, | $ 10,049,846 | |
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Net loss | ||
Balance ending | $ 144,647,529 | $ 138,984,110 |
Accumulated Deficit [Member] | ||
Balance beginning | $ (142,311,095) | $ (129,542,788) |
Sale of Series G 1.5% Convertible Preferred Stock | ||
Costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | ||
Shares issued in connection with the exercise of finder's warrants on a cashless basis | ||
Sale of common stock units in private placement | ||
Costs incurred in connection with sale of common stock units | ||
Fair value of common stock options issued as compensation | ||
Fair value of common stock options issued to service providers in partial settlement of accounts payable | ||
Conversion of Series G 1.5% Convertible Preferred Stock | ||
Fair value of shares issued in settlement of project advance | ||
Common stock issued as compensation | ||
Common stock issued to service providers in partial settlement of accounts payable | ||
Common stock option issued as compensation | ||
Fair value of common stock options issued in connection with settlements with former management | ||
Fair value of common stock options issued in connection with settlement with former service provider | ||
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | ||
Fair value of new common stock warrants issued to note holders in connection with the extension of convertible notes payable | ||
Fair value of extending common stock warrants issued to note holders in connection with the convertible note and warrant financing | ||
Fair value of common stock warrants issued to finders in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | ||
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | ||
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock, | $ (10,049,846) | |
Dividend on Series G 1.5% Convertible Preferred Stock | $ (6,867) | (10,926) |
Net loss | (5,961,892) | (2,707,535) |
Balance ending | (148,279,854) | (142,311,095) |
Balance beginning | $ (2,200,400) | (4,188,424) |
Sale of Series G 1.5% Convertible Preferred Stock | 928,500 | |
Costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | $ (128,041) | |
Shares issued in connection with the exercise of finder's warrants on a cashless basis | ||
Sale of common stock units in private placement | $ 1,194,710 | |
Costs incurred in connection with sale of common stock units | (101,385) | |
Fair value of common stock options issued as compensation | 2,517,446 | |
Fair value of common stock options issued to service providers in partial settlement of accounts payable | $ 608,064 | |
Conversion of Series G 1.5% Convertible Preferred Stock | ||
Fair value of shares issued in settlement of project advance | $ 49,000 | |
Common stock issued as compensation | $ 189,000 | 2,575,000 |
Common stock issued to service providers in partial settlement of accounts payable | 158,625 | |
Common stock option issued as compensation | 655,500 | |
Fair value of common stock options issued in connection with settlements with former management | 26,290 | 179,910 |
Fair value of common stock options issued in connection with settlement with former service provider | 42,250 | |
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | 112,557 | 176,549 |
Fair value of new common stock warrants issued to note holders in connection with the extension of convertible notes payable | 97,188 | |
Fair value of extending common stock warrants issued to note holders in connection with the convertible note and warrant financing | 180,730 | |
Fair value of common stock warrants issued to finders in connection with the convertible note and warrant financing | 12,726 | 23,940 |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | 97,443 | $ 192,951 |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | $ 206,689 | |
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock, | ||
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Net loss | $ (5,961,892) | $ (2,707,535) |
Balance ending | $ (2,862,209) | $ (2,200,400) |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Deficiency (Parenthetical) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (5,961,892) | $ (2,707,535) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 7,117 | 1,659 |
Amortization of discounts related to convertible notes payable | 675,025 | 46,150 |
Amortization of capitalized financing costs | 114,128 | 15,648 |
Gains on settlement(s) - With former management | (91,710) | (1,038,270) |
Gains on settlement(s) - With service providers | $ (75,375) | (393,590) |
Gains on settlement(s) - Of project advance | (287,809) | |
Stock-based compensation expense included in – General and administrative expenses | $ 2,342,895 | 3,131,500 |
Stock-based compensation expense included in – Research and development expenses | 363,551 | 99,000 |
Stock-based compensation expense included in – Foreign currency transaction gain | (13,328) | (43,637) |
(Increase) decrease in - | ||
Grant receivable | 48,000 | (48,000) |
Prepaid expenses | 46,145 | (84,730) |
Increase (decrease) in - | ||
Accounts payable and accrued expenses | 490,380 | 452,099 |
Accrued compensation and related expenses | 684,409 | (118,084) |
Accrued interest payable | 108,888 | 55,397 |
Unearned grant revenue | (34,333) | 34,333 |
Net cash used in operating activities | (1,296,100) | (885,869) |
Cash flows from investing activities: | ||
Purchases of equipment | (2,497) | (18,400) |
Net cash used in investing activities | (2,497) | $ (18,400) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock units | $ 1,194,710 | |
Proceeds from sale of Series G 1.5% Convertible Preferred Stock | $ 928,500 | |
Proceeds from convertible note and warrant financing | $ 210,000 | 369,500 |
Proceeds from issuance of note payable to Chairman | 40,000 | $ 75,000 |
Principal paid on other short-term notes payable | (95,152) | |
Repayment of note payable to Chairman | (40,000) | $ (150,000) |
Cash payments made for costs incurred in connection with the sale of common stock units | (104,814) | |
Cash payments made for deferred costs incurred in connection with convertible note and warrant financing | $ (15,700) | $ (77,410) |
Cash payments made for costs incurred in connection with sale of Series G 1.5% Convertible Preferred Stock | (92,921) | |
Net cash provided by financing activities | $ 1,189,044 | 1,052,669 |
Cash and cash equivalents: | ||
Net increase (decrease) | (109,553) | 148,400 |
Balance at beginning of period | 162,752 | 14,352 |
Balance at end of period | 53,199 | 162,752 |
Supplemental disclosures of cash flow information: | ||
Interest | $ 6,873 | $ 102 |
Income taxes | ||
Non-cash financing activities: | ||
Amortization of deemed dividend on Series G 1.5% Convertible Preferred Stock | $ 10,049,846 | |
Dividends on Series G 1.5% Convertible Preferred Stock | $ 6,867 | 10,926 |
Gross exercise price of Series G 1.5% Convertible Preferred Stock placement agent warrants exercised on a cashless basis | 4,778 | $ 18,689 |
Gross exercise price of 10% convertible notes payable placement agent warrants exercised on a cashless basis | 35,595 | |
Short-term note payable issued in connection with financing of insurance policy premium | 36,125 | |
Stated value of Series G 1.5% Convertible Preferred Stock converted into common stock | 621,038 | $ 66,689 |
Fair value of common stock options issued in connection with settlements with former management | 26,290 | 179,910 |
Fair value of common stock options issued in connection with settlements with service providers | $ 608,064 | 42,250 |
Fair value of common stock issued in connection with settlement of project advance | 49,000 | |
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | $ 112,557 | 176,549 |
Fair value of common stock warrants issued to placement agents in connection with the convertible note and warrant financing | 12,726 | 23,940 |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | 97,443 | $ 192,951 |
Fair value of common stock warrants issued to investors in connection with the extension of the convertible notes | 97,188 | |
Fair value of extending common stock warrants issued to investors in connection with the convertible note and warrant financing | 180,730 | |
Fair value of beneficial conversion feature of extended convertible notes payable issued to investors in connection with the convertible note and warrant financing | $ 206,689 | |
Fair value of common stock warrants issued to placement agents and selected dealers in connection with the sale of Series G 1.5% Convertible Preferred Stock | $ 664,169 | |
Fair value of common stock warrants issued to placement agents and selected dealers in connection with the sale of common stock units | $ 135,116 | |
Deferred financing costs transferred to additional paid-in capital in connection with sale of Series G 1.5% Convertible Preferred Stock | $ 35,120 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2015 | |
Percentage of dividend on convertible preferred stock | 1.50% |
10% Convertible Notes Payable [Member] | |
Percentage of dividend on convertible preferred stock | 10.00% |
Series G 1.5% Convertible Preferred Stock [Member] | |
Percentage of dividend on convertible preferred stock | 1.50% |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization RespireRx Pharmaceuticals Inc. (“RespireRx”) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December 16, 2015, the Company filed a Certificate of Amendment to its Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to amend the Company’s Second Restated Certificate of Incorporation to change the name of the Company from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. In 2011, prior management conducted a re-evaluation of RespireRx’s strategic focus and determined that clinical development in the area of respiratory disorders, particularly sleep apnea and drug-induced respiratory depression, provided the most cost-effective opportunities for potential rapid development and commercialization of RespireRx’s compounds. Accordingly, RespireRx narrowed its clinical focus at that time and sidelined other avenues of scientific inquiry. This re-evaluation provided the impetus for RespireRx’s acquisition of Pier Pharmaceuticals, Inc. (“Pier”) in August 2012. RespireRx and its wholly-owned subsidiary, Pier, are collectively referred to herein as the “Company.” The Company underwent a change in management in March 2013, and since then the Company’s current management has continued to implement this strategic focus, including seeking the capital to fund such efforts. As a result of the Company’s scientific discoveries and the acquisition of strategic, exclusive license agreements, management believes that the Company is now a leader in developing drugs for respiratory disorders, particularly sleep apneas and drug-induced respiratory depression. Business Since its formation in 1987, RespireRx has been engaged in the research and clinical development of a class of proprietary compounds known as ampakines, which act to enhance the actions of the excitatory neurotransmitter glutamate at AMPA glutamate receptors. Several ampakines, in both oral and injectable form, are being developed by the Company for the treatment of a variety of breathing disorders. In clinical studies, select ampakines have shown preliminary efficacy in central sleep apnea and in the control of respiratory depression produced by opioids, without altering their analgesic effects. In animal models of orphan disorders, such as Pompé Disease, spinal cord damage and perinatal respiratory distress, it has been demonstrated that certain ampakines improve breathing function. The Company’s compounds belong to a new class of ampakines that do not display the undesirable side effects previously reported in animal models of earlier generations RespireRx owns patents and patent applications for certain families of chemical compounds, including ampakines, which claim the chemical structures and their use in the treatment of various disorders. These patents cover, among other compounds, the Company’s lead ampakines CX1739 and CX1942, and extend through at least 2028. On May 8, 2007, RespireRx entered into a license agreement, as subsequently amended, with the University of Alberta granting RespireRx exclusive rights to method of treatment patents held by the University of Alberta claiming the use of ampakines for the treatment of various respiratory disorders. These patents, along with RespireRx’s own patents claiming chemical structures, comprise RespireRx’s principal intellectual property supporting RespireRx’s research and clinical development program in the use of ampakines for the treatment of respiratory disorders. RespireRx has completed pre-clinical studies indicating that several of its ampakines, including CX717, CX1739 and CX1942, were efficacious in treating drug induced respiratory depression caused by opioids or certain anesthetics without offsetting the analgesic effects of the opioids or the anesthetic effects of the anesthetics. In two clinical Phase 2 studies, one of which was published in a peer-reviewed journal, CX717, a predecessor compound to CX1739 and CX1942, antagonized the respiratory depression produced by fentanyl, a potent narcotic, without affecting the analgesia produced by this drug. In addition, RespireRx has conducted a Phase 2A clinical study in which patients with sleep apnea were administered CX1739, RespireRx’s lead clinical compound. The results suggested that CX1739 might have use for the treatment of central sleep apnea (“CSA”) and mixed sleep apnea, but not obstructive sleep apnea (“OSA”). In order to expand RespireRx’s respiratory disorders program, RespireRx acquired 100% of the issued and outstanding equity securities of Pier effective August 10, 2012 pursuant to an Agreement and Plan of Merger. Pier was formed in June 2007 (under the name SteadySleep Rx Co.) as a clinical stage pharmaceutical company to develop a pharmacologic treatment for OSA and had been engaged in research and clinical development activities since formation. Through the merger, RespireRx gained access to an Exclusive License Agreement (as amended, the “License Agreement”) that Pier had entered into with the University of Illinois on October 10, 2007. The License Agreement covered certain patents and patent applications in the United States and other countries claiming the use of certain compounds referred to as cannabinoids, of which dronabinol is a specific example, for the treatment of sleep-related breathing disorders (including sleep apnea). Dronabinol is a synthetic derivative of the naturally occurring substance in the cannabis plant, otherwise known as Δ9-THC (Δ9-tetrahydrocannabinol). Pier’s business plan was to determine whether dronabinol would significantly improve subjective and objective clinical measures in patients with OSA. In addition, Pier intended to evaluate the feasibility and comparative efficacy of a proprietary formulation of dronabinol. The License Agreement granted Pier, among other provisions, exclusive rights: (i) to practice certain patents and patent applications, as defined in the License Agreement, that were then held by the University of Illinois; (ii) to identify, develop, make, have made, import, export, lease, sell, have sold or offer for sale any related licensed products; and (iii) to grant sub-licenses of the rights granted in the License Agreement, subject to the provisions of the License Agreement. Pier was required under the License Agreement, among other terms and conditions, to pay the University of Illinois a license fee, royalties, patent costs and certain milestone payments. Prior to the merger, Pier conducted a 21 day, randomized, double-blind, placebo-controlled, dose escalation Phase 2 clinical study in 22 patients with OSA, in which dronabinol produced a statistically significant reduction in the Apnea-Hypopnea Index, the primary therapeutic end-point, and was observed to be safe and well tolerated. The University of Illinois and three other research centers are currently investigating dronabinol in a potentially pivotal, six week, double-blind, placebo-controlled Phase 2B clinical trial in 120 patients with OSA. This study, which the University of Illinois has indicated it expects to be completed during the second quarter of 2016, is fully funded by the National Heart, Lung and Blood Institute of the National Institutes of Health. The Company is not managing or funding this ongoing clinical trial. Dronabinol is a Schedule III, controlled generic drug with a relatively low abuse potential that is approved by the U.S. Food and Drug Administration (the “FDA”) for the treatment of AIDS-related anorexia and chemotherapy-induced emesis. The use of dronabinol for the treatment of OSA is a novel indication for an already approved drug and, as such, the Company believes that it would only require approval by the FDA of a supplemental new drug application. Subsequent to the termination of the License Agreement effective March 21, 2013, due to the Company’s failure to make a required payment, current management opened negotiations with the University of Illinois. As a result, the Company entered into a new license agreement with the University of Illinois on June 27, 2014, the material terms of which were similar to the License Agreement that was terminated on March 21, 2013. The Company filed an Investigational New Drug (“IND”) application with the FDA in September 2015 to conduct a double-blind, placebo-controlled, dose-ascending Phase 2A clinical trial in approximately 18 subjects to determine the ability of orally administered CX1739, the Company’s proprietary lead ampakine, to prevent the respiratory depression produced by remifentanyl, a potent opioid, without altering remifentanyl’s analgesic properties. The clinical protocol was designed to evaluate the safety and efficacy of three escalating doses of CX1739 versus placebo when administered prior to remifentanyl, with respiration, analgesia and a number of other clinical measures being taken after administration of both drugs. The commencement of this clinical trial was subject to resolution of two deficiencies raised by the FDA in its clinical hold letter issued in November 2015, which were satisfactorily resolved in early 2016, as a result of which the FDA removed the clinical hold on the Company’s IND for CX1739 on February 25, 2016, thus allowing for the initiation of the clinical trial . During March 2016, upon receiving unconditional approval from the Institutional Review Board (“IRB”) of the Duke Clinical Research Unit, this Phase 2A clinical trial at Duke University School of Medicine was initiated. The Company Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $5,961,892 and $2,707,535 and negative operating cash flows of $1,296,100 and $885,869 for the fiscal years ended December 31, 2015 and 2014, respectively, had a stockholders’ deficiency of $2,862,209 at December 31, 2015, and expects to continue to incur net losses and negative operating cash flows for at least the next few years. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the year ended December 31, 2015, has expressed substantial doubt about the Company’s ability to continue as a going concern. The Company is currently, and has for some time, been in significant financial distress. It has limited cash resources and current assets and has no ongoing source of revenue. Current management is continuing to address various aspects of the Company’s operations and obligations, including, without limitation, debt obligations, financing requirements, intellectual property, licensing agreements, legal and patent matters and regulatory compliance, and has continued to raise new debt and equity capital to fund the Company’s business activities. From June 2013 through March 2014, the Company’s Chairman and then Chief Executive Officer advanced short-term loans to the Company aggregating $150,000 for working capital purposes. In March and April 2014, the Company completed a private placement by selling 928.5 shares of its Series G 1.5% Convertible Preferred Stock for gross proceeds of $928,500 and repaid the aggregate advances. The Company’s Chairman and then Chief Executive Officer invested $250,000 in the Series G 1.5% Convertible Preferred Stock private placement. During November and December 2014, the Company sold short-term convertible notes and warrants in an aggregate principal amount of $369,500 to various accredited investors and an additional $210,000 of such short-term convertible notes and warrants in February 2015. The Company terminated this financing, which generated aggregate gross proceeds of $579,500, effective February 18, 2015. In June 2015, the Company’s Chairman and then Chief Executive Officer advanced $40,000 to the Company in the form of a short-term loan for working capital purposes. In August through November 2015, the Company completed three closings of a private placement by selling 56,809,802 units of its common stock and warrants for gross proceeds of $1,194,710 and repaid the short-term loan of $40,000 plus accrued interest of $877. The Company’s current President and Chief Executive Officer invested $250,000 in the August 2015 closing of this private placement (see Note 6). Subsequent to December 31, 2015, the Company initiated a new private placement of common stock and warrants that generated gross proceeds of $194,635 (see Note 10) and the Company’s Chief Executive Officer and Chief Scientific Officer each advanced $52,600 to the Company for working capital purposes under secured short-term promissory notes payable aggregating $105,200 (see Note 10). The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including an increase in the Company’s research and development activities. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its operations entirely and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly-owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts may differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. Cash Equivalents The Company considers all highly liquid short-term investments with maturities of less than three months when acquired to be cash equivalents. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of financial instruments (consisting of cash, cash equivalents, grants receivable and accounts payable) is considered to be representative of their respective fair values due to the short-term nature of those instruments. With respect to the note payable to a related party and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of speculative borrowings since the original borrowing date. Deferred and Capitalized Financing Costs Costs incurred in connection with ongoing debt and equity financing activities, including legal and other professional fees, placement agent fees and escrow agent fees, are deferred until the related financing is either completed or abandoned. Through December 31, 2015, costs related to completed debt financings have been capitalized on the balance sheet and amortized over the term of the related debt agreements. Amortization of these costs is calculated on the straight-line basis, which approximates the effective interest method, and is charged to interest expense in the consolidated statements of operations. Pursuant to revised accounting guidance as described below at “Recent Accounting Pronouncements”, effective January 1, 2016, the Company will be required to present debt issuance costs related to a debt liability in its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company will be required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance, and will be required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., the debt issuance cost asset and the debt liability). Costs related to completed equity financings are charged directly to additional paid-in capital. Costs related to abandoned financings are charged to operations. Series G 1.5% Convertible Preferred Stock The Series G 1.5% Convertible Preferred Stock (including accrued dividends) issued in 2014 is mandatorily convertible into common stock at a fixed conversion rate on April 17, 2016 (if not converted earlier) and has no right to cash at any time or for any reason. Additionally, the Series G 1.5% Convertible Preferred Stock has no participatory or reset rights, or other protections (other than normal anti-dilution rights) based on subsequent events, including equity transactions. Accordingly, the Company has determined that the Series G 1.5% Convertible Preferred Stock should be categorized in stockholders’ equity (deficiency), and that there are no derivatives embedded in such security that would require identification, bifurcation and valuation. The Company did not issue any warrants to investors in conjunction with the Series G 1.5% Convertible Preferred Stock financing. On March 18, 2014 and April 17, 2014, the Company issued 753.22 shares and 175.28 shares, respectively, of Series G 1.5% Convertible Preferred Stock at a purchase price of $1,000 per share. Each share of Series G 1.5% Convertible Preferred Stock has a stated value of $1,000 per share and is convertible into shares of common stock at a fixed price of $0.0033 per share. On March 18, 2014 and April 17, 2014, the per share fair value of the common stock into which the Series G 1.5% Convertible Preferred Stock was convertible, determined by reference to the closing market prices of the Company’s common stock on such closing dates, was $0.04 per share and $0.0348 per share, respectively, which was greater than the effective purchase price of such common shares of $0.0033 per share. The Company accounted for the beneficial conversion features in accordance with Accounting Standards Codification (“ASC”) 470-20, Accounting for Debt with Conversion and Other Options. The Company calculated a deemed dividend on the Series G 1.5% Convertible Preferred Stock of $8,376,719 in March 2014 and $1,673,127 in April 2014, which equals the amount by which the estimated fair value of the common stock issuable upon conversion of the issued Series G 1.5% Convertible Preferred Stock exceeded the proceeds from such issuances. The deemed dividend on the Series G 1.5% Convertible Preferred Stock was amortized on the straight-line basis from the respective issuance dates through the earliest conversion date of June 16, 2014, in accordance with ASC 470-20. The difference between the amortization of the deemed dividend calculated based on the straight-line method and the effective yield method was not material. The amortization of the deemed dividend for the years ended December 31, 2015 and 2014 was $0 and $10,049,846, respectively. Dr. Arnold S. Lippa, Ph.D., the Company’s Chairman, then Chief Executive Officer and a member of the Company’s Board of Directors, purchased 250 shares for $250,000, representing 33.2% of the 753.22 shares of Series G 1.5% Convertible Preferred Stock sold in the initial closing of such financing on March 18, 2014. The second (and final) closing of such financing consisted entirely of Series G 1.5% Convertible Preferred Stock sold to unaffiliated investors. Accordingly, Dr. Lippa purchased 26.9% of the entire amount of Series G 1.5% Convertible Preferred Stock sold in the financing. Dr. Lippa had been an officer and director of the Company for approximately one year when he purchased the 250 shares of Series G 1.5% Convertible Preferred Stock, and his investment, which was only a portion of the first closing, was made on the same terms and conditions as those provided to the other unaffiliated investors who made up the majority of the financing. Dr. Lippa did not control, directly or indirectly, 10% or more of the Company’s voting equity securities at the time of his investment. The proportionate share of the deemed dividend attributable to Dr. Lippa’s investment in the Series G 1.5% Convertible Preferred Stock in March 2014 was $2,780,303. On April 18, 2014, the shares of Series G 1.5% Convertible Preferred Stock originally purchased by Dr. Lippa were transferred to the Arnold Lippa Family Trust of 2007. On April 15, 2015, these shares of Series G 1.5% Convertible Preferred Stock, plus accrued dividends of $4,120, were converted into 77,006,072 shares of common stock. 10% Convertible Notes Payable Original Issuance of Notes and Warrants The convertible notes sold to investors in 2014 and 2015 have an interest rate of 10% per annum and are convertible into common stock at a fixed price of $0.035 per share. The convertible notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants issued in connection with the sale of the convertible notes are exercisable at a fixed price of $0.035 per share, have no right to cash at any time or under any circumstances, and have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company has determined that there are no embedded derivatives to be identified, bifurcated and valued in connection with this financing. On November 5, 2014, the Company sold an aggregate principal amount of $238,500 of its 10% convertible notes payable due September 15, 2015, which were subject to extension to September 15, 2016, at the option of the Company, subject to the issuance of additional warrants, and warrants to purchase shares of common stock exercisable into a fixed number of shares of common stock of the Company calculated as the principal amount of each convertible note divided by $0.035 (reflecting 100% warrant coverage). The warrants do not have any cashless exercise provisions and, when issued, were exercisable through September 30, 2015 at a fixed price of $0.035 per share. The shares of common stock issuable upon conversion of the notes payable and the exercise of the warrants are not subject to any registration rights. On December 9, 2014, December 31, 2014, and February 2, 2015, the Company sold an additional $46,000, $85,000 and $210,000, respectively, of principal amount of the convertible notes and warrants to various accredited investors. The Company terminated this financing, which had generated aggregate gross proceeds of $579,500, and in connection with which the Company had issued 16,557,142 warrants, effective February 18, 2015. The closing market prices of the Company’s common stock on the transaction closing dates of November 5, 2014, December 9, 2014, December 31, 2014 and February 2, 2015 were $0.0524 per share, $0.0411 per share, $0.0451 per share and $0.043 per share, respectively, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of the warrants of $0.035 per share. Accordingly, the Company has accounted for the beneficial conversion features with respect to the sale of the convertible notes and the issuance of the warrants in accordance with ASC 470-20, Accounting for Debt with Conversion and Other Options. The Company considered the face value of the convertible notes to be representative of their fair value. The Company determined the fair value of the warrants based on the Black-Scholes option-pricing model. The relative fair value method generated respective fair values for each of the convertible notes and the warrants of approximately 50% for the convertible notes and approximately 50% for the warrants. Once these values were determined, the fair value of the warrants of $289,106 and the fair value of the beneficial conversion feature of $290,394 (which were calculated based on the effective conversion price) were recorded as a reduction to the face value of the promissory note obligation. As a result, this aggregate debt discount reduced the carrying value of the convertible notes to zero at each issuance date. The excess amount generated from this calculation was not recorded, as the carrying value of a promissory note cannot be reduced below zero. The aggregate debt discount was amortized as interest expense over the original term of the promissory notes. The difference between the amortization of the debt discount calculated based on the straight-line method and the effective yield method was not material. The cash fees paid to placement agents and for legal costs were deferred and capitalized as deferred offering costs and were amortized to interest expense over the original term of the convertible notes on the straight-line method. The placement agent warrants were considered as an additional cost of the offering and were included in deferred offering costs at fair value. The difference between the amortization of the deferred offering costs calculated based on the straight-line method and the effective yield method was not material. Extension of Notes and Old Warrants, and Issuance of New Warrants On August 13, 2015, the Company elected to extend the maturity date of the convertible notes to September 15, 2016. As a consequence of this election, under the terms of the convertible notes, the Company was required to issue to note holders 8,903,684 additional warrants (the “New Warrants”) that are exercisable through September 15, 2016. As set forth in the convertible notes, the New Warrants are exercisable for that number of shares of common stock of the Company calculated as the principal amount of the convertible notes (an aggregate amount of $579,500), plus any accrued and unpaid interest (an aggregate amount of $43,758), multiplied by 50%, and then divided by $0.035. The New Warrants otherwise have terms substantially similar to the 16,557,142 original warrants issued to the investors. In connection with the extension of the maturity date of the convertible notes, the Board of Directors of the Company also determined to extend the termination date of the 16,557,142 original warrants to September 15, 2016 (the “Old Warrants”), so that they are coterminous with the new maturity date of the convertible notes. The Company reviewed the guidance in ASC 405-20, Extinguishment of Liabilities, and determined that the convertible notes had not been extinguished. The Company therefore concluded that the guidance in ASC 470-50, Modifications and Extinguishments, should be applied, which states that if the exchange or modification is not to be accounted for in the same manner as a debt extinguishment, then the fees shall be associated with the replacement or modified debt instrument and, along with any existing unamortized premium or discount, amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument using the interest method. With regard to the modification of the convertible notes and the issuance of the New Warrants, the Company deferred the debt modification costs over the remaining term of the extended notes. The Company is accounting for such costs as a discount to the notes and is amortizing such costs to interest expense over the extended term of the notes on the straight-line method. The difference between the amortization of these costs calculated based on the straight-line method and the effective yield method was not material. With regard to the extension of the Old Warrants, the Company deferred the debt modification costs over the remaining term of the extended convertible notes. The Company is accounting for such costs as a discount to the notes and is amortizing such costs to interest expense over the extended term of the convertible notes on the straight-line method. The difference between the amortization of these costs calculated based on the straight-line method and the effective yield method was not material. The closing market price of the Company’s common stock on the extension date of September 15, 2015 was $0.031 per share, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of both the Old Warrants and the New Warrants of $0.035 per share. The Company has accounted for the beneficial conversion features with respect to the extension of the convertible notes and the extension of the Old Warrants and the issuance of the New Warrants in accordance with ASC 470-20, Accounting for Debt with Conversion and Other Options. The Company considered the face value of the convertible notes, plus the accrued interest thereon, to be representative of their fair value. The Company determined the fair value of the 8,903,684 New Warrants and the fair value of extending the 16,557,142 Old Warrants based on the Black-Scholes option-pricing model. The relative fair value method generated respective fair values for each of the convertible notes, including accrued interest, and the New Warrants and extension of the Old Warrants, of approximately 55% for the convertible notes, including accrued interest, and approximately 45% for the New Warrants and extension of the Old Warrants. Once these values were determined, the fair value of the New Warrants and extension of the Old Warrants of $277,918 and the fair value of the beneficial conversion feature of $206,689 (which were calculated based on the effective conversion price) were recorded as a reduction to the face value of the promissory note obligation. The aggregate debt discount is being amortized as interest expense over the extended term of the promissory notes. The difference between the amortization of the debt discount calculated based on the straight-line method and the effective yield method was not material. Equipment Equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, which range from three to five years. Long-Term Prepaid Insurance Long-term prepaid insurance represents the premium paid for directors and officer’s insurance tail coverage, which is being amortized on a straight-line basis over the policy period of six years. The amount amortizable in the ensuing twelve month period is recorded as a current asset in the Company’s consolidated balance sheet at each reporting date. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including long-term prepaid insurance, for impairment whenever events or changes in circumstances indicate that the total amount of an asset may not be recoverable, but at least annually. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the asset’s carrying amount. The Company has not deemed any long-lived assets as impaired at December 31, 2015. Stock-Based Compensation The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. The Company accounts for stock-based payments to Scientific Advisory Board members and consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s Scientific Advisory Board and to outside consultants are revalued each reporting period until vested to determine the amount to be recorded as an expense in the respective period. As the stock options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the value on the date of vesting. The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. For stock options granted during the year ended December 31, 2015, the fair value of each option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.3% to 1.7 % Expected dividend yield 0 % Expected volatility 184% to 249 % Expected life 5-7 years For stock options granted during the year ended December 31, 2014, the fair value of each option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 1.5% to 2.7 % Expected dividend yield 0 % Expected volatility 200% to 249 % Expected life 5-10 years The Company recognizes the fair value of stock-based compensation in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no stock options exercised during the years ended December 31, 2015 and 2014. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of December 31, 2015, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2015, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Foreign Currency Transactions The note payable to related party, which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related consolidated statements of operations. Research Grants The Company recognizes revenues from research grants as earned based on the percentage-of-completion method of accounting and issues invoices for contract amounts billed based on the terms of the grant agreement. Revenues recorded under research grants in excess of amounts earned are classified as unearned grant revenue liability in the Company’s consolidated balance sheet. Grant receivable reflects contractual amounts due and payable under the grant agreement. The payment of grants receivables are based on progress reports provided to the grant provider by the Company. The research grant was completed in April 2015. The Company has filed all required progress reports. Research grants are generally funded and paid through government or institutional programs. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. During the years ended December 31, 2015 and 2014, the Company had research grant revenues of $86,916 and $61,667, respectively. At December 31, 2014, the Company had grant receivable of $48,000, and unearned grant revenues of $34,333. At December 31, 2015, the Company did not have any grant receivable or unearned grant revenues. Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers and organizations (including research institutes at universities), patent fees and costs, and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. Research and development costs incurred by the Company under research grants are expensed as incurred over the life of the underlying contracts, unless the terms of the contract indicate that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred. Comprehensive Income (Loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). The Company did not have any items of comprehensive income (loss) for the years ended December 31, 2015 and 2014. Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net income (loss) attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At December 31, 2015 and 2014, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2015 2014 Series B convertible preferred stock 3,679 3,679 Series G 1.5% convertible preferred stock 78,353,485 264,465,728 10% |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. Notes Payable 10% Convertible Notes Payable On November 5, 2014, the Company entered into a Convertible Note and Warrant Purchase Agreement (the “Purchase Agreement”) with various accredited, non-affiliated investors (each, a “Purchaser”), pursuant to which the Company sold an aggregate principal amount of $238,500 of its (i) 10% Convertible Notes due September 15, 2015 (each a “Note”, and together, the “Notes”) and (ii) Warrants to purchase shares of common stock (the “Warrants”) as described below. On December 9, 2014, December 31, 2014, and February 2, 2015, the Company sold an additional $46,000, $85,000 and $210,000, respectively, of principal amount of the Notes and Warrants to various accredited investors. This private placement, which generated aggregate gross proceeds of $579,500, was terminated effective February 18, 2015. Unless otherwise provided for in the Notes, the outstanding principal balance of each Note and all accrued and unpaid interest, compounded annually at 10%, when issued, was due and payable in full on September 15, 2015. At any time, each Purchaser may elect, at its option and in its sole discretion, to convert the outstanding principal amount into a fixed number of shares of the Company’s common stock equal to the quotient obtained by dividing the outstanding principal amount by $0.035, plus any accrued and unpaid interest, which is treated in the same manner as the outstanding principal amount. In the case of a Qualified Financing (as defined in the Purchase Agreement), the outstanding principal amount and accrued and unpaid interest under the Notes automatically convert into common stock at a common stock equivalent price of $0.035. In the case of an Acquisition (as defined in the Purchase Agreement), the Company may elect to either: (i) convert the outstanding principal amount and all accrued and unpaid interest under the Notes into shares of common stock or (ii) accelerate the maturity date of the Notes to the date of closing of the Acquisition. Each Warrant to purchase shares of common stock is exercisable into a fixed number of shares of common stock of the Company calculated as each Purchaser’s investment amount divided by $0.035. The Warrants, when issued, were exercisable through September 15, 2015 at a fixed price of $0.035 per share. The Warrants do not have any cashless exercise provisions. The shares of common stock issuable upon conversion of the Notes and exercise of the Warrants are not subject to any registration rights. Placement agent fees, brokerage commissions, and similar payments were made in the form of cash and warrants to qualified referral sources in connection with the sale of the Notes and Warrants. In connection with the initial closing on November 5, 2014, fees of $16,695 were paid in cash, based on 7% of the aggregate principal amount of the Notes issued to such referral sources, and the fees paid in warrants (the “Placement Agent Warrants”) consisted of 477,000 warrants, reflecting warrants for that number of shares equal to 7% of the number of shares of common stock into which the corresponding Notes are convertible. In connection with the second closing, fees of $700 were paid in cash and 20,000 Placement Agent Warrants were issued. In connection with the third closing, fees of $3,500 were paid in cash and 100,000 Placement Agent Warrants were issued. In connection with the fourth closing, fees of $14,700 were paid in cash and 420,000 Placement Agent Warrants were issued. The Placement Agent Warrants have cashless exercise provisions and were exercisable through September 15, 2015 at a fixed price of $0.035 per share. The stock warrants issued to the placement agent and/or its designees or affiliates in connection with the 2014 closings of the Purchase Agreement, to purchase 597,000 shares of the Company’s common stock, were valued pursuant to the Black-Scholes option-pricing model at $19,986, $614 and $3,340, respectively. The stock warrants issued to the placement agent and/or its designees or affiliates in connection with the February 2, 2015 closing of the Purchase Agreement, to purchase 420,000 shares of the Company’s common stock, were valued pursuant to the Black-Scholes option-pricing model at $12,726. Total financing costs relating to all closings of the Notes aggregated $129,776, consisting of $93,110 paid in cash and $36,666 paid in the form of Placement Agent Warrants, and were being amortized as additional interest expense over the original term of the Notes. During the years ended December 31, 2015 and 2014, $114,128 and $15,648, respectively, was charged to interest expense with respect to the amortization of capitalized financing costs. Aurora Capital LLC, a related party as described at Note 8 (“Aurora”), was the placement agent for this financing, and Aurora and its designees and/or affiliates received aggregate fees in connection with this financing in the form of $33,425 in cash and Placement Agent Warrants to purchase 955,000 shares of common stock in connection with the four closings. The Notes and Warrants were offered and sold without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506 of Regulation D promulgated thereunder. The Notes and Warrants and the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company used the Black-Scholes option-pricing model to estimate the fair value of the Warrants to purchase 16,557,142 shares of the Company’s common stock sold to investors in connection with the four closings at a fixed exercise price of $0.035 per share. The Company considered the face value of the Notes to be representative of their fair value. The Company applied the relative fair value method to allocate the proceeds from the borrowing to the Notes and the Warrants. Consequently, approximately 50% of the proceeds of the borrowing of $290,394 were attributed to the debt instrument. The 50% value attributed to the Warrants of $289,106 is being amortized as additional interest expense over the original term of the Notes. During the years ended December 31, 2015 and 2014, $267,821 and $21,285 was charged to interest expense from the amortization of debt discount related to the value attributed to the Warrants. The carrying value of the Notes was further reduced by a discount for a beneficial conversion feature of $290,394. The value attributed to the beneficial conversion feature is being amortized as additional interest expense over the original term of the Notes. During the years ended December 31, 2015 and 2014, $265,529 and $24,865, respectively, was charged to interest expense from the amortization of debt discount related to the value attributed to the beneficial conversion feature. On August 13, 2015, the Company, pursuant to the terms of the Notes, gave the Note holders written notice, thirty days in advance of the September 15, 2015 maturity date of the Notes, of the Company’s election to extend the maturity date of the Notes to September 15, 2016. As a consequence of this election, under the terms of the Notes, the Company was required to issue to Note holders 8,903,684 additional warrants (the “New Warrants”) that are exercisable through September 15, 2016. As set forth in the Notes, the New Warrants are exercisable for that number of shares of common stock of the Company calculated as the principal amount of the Note (an aggregate amount of $579,500), plus any accrued and unpaid interest (an aggregate amount of $43,758), multiplied by 50%, and then divided by $0.035. The New Warrants otherwise have terms substantially similar to the 16,557,142 Warrants originally sold to investors. In connection with the extension of the maturity date of the Notes, the Board of Directors of the Company also determined to extend the termination date of the 16,557,142 original Warrants to September 15, 2016, so that they are coterminous with the new maturity date of the Notes. The Company used the Black-Scholes option-pricing model to estimate the fair value of the New Warrants to purchase 8,903,684 shares of the Company’s common stock and the fair value of extending the termination date of the 16,557,142 original Warrants sold to investors. The Company considered the face value of the Notes, plus the accrued interest thereon, to be representative of their fair value. The relative fair value method generated respective fair values for each of the Notes, including accrued interest, and the New Warrants and extension of the original Warrants, of approximately 55% for the Notes, including accrued interest, and approximately 45% for the New Warrants and extension of the original Warrants. The 45% value attributed to the New Warrants and extension of the original Warrants of $277,918 is being amortized as additional interest expense over the extended term of the Notes. During the year ended December 31, 2015, $81,249 was charged to interest expense from the amortization of debt discount related to the value attributed to the New Warrants and extension of the original Warrants. The carrying value of the Notes was further reduced by a discount for a beneficial conversion feature of $206,689. The value attributed to the beneficial conversion feature is being amortized as additional interest expense over the extended term of the Notes. During the year ended December 31, 2015, $60,425 was charged to interest expense from the amortization of debt discount related to the value attributed to the beneficial conversion feature. The 10% Convertible Notes Payable consist of the following at December 31, 2015 and 2014: 2015 2014 Principal amount of notes payable $ 579,500 $ 369,500 Add accrued interest payable 61,388 4,093 640,888 373,593 Less unamortized discounts: Stock warrants (196,669 ) (155,264 ) Beneficial conversion feature (146,263 ) (168,086 ) $ 297,956 $ 50,243 None of the 10% Convertible Notes Payable had been converted into shares of the Company’s common stock through December 31, 2015. As of December 31, 2015, the 10% Convertible Notes Payable were convertible into 18,311,079 shares of the Company’s common stock, including 1,753,936 shares attributable to accrued interest of $61,388 payable as of such date. As of December 31, 2014, the 10% Convertible Notes Payable were convertible into 10,674,107 shares of the Company’s common stock, including 116,964 shares attributable to accrued interest of $4,093 payable as of such date. Effective September 14, 2015, placement agent warrants previously issued in connection with the four closings of the Note and Warrant financing in December 2014 through February 2015, representing the right to acquire a total of 1,017,000 shares of common stock, were exercised on a cashless basis, resulting in the net issuance of 47,109 shares of common stock. The gross exercise price of the placement agent warrants that were exercised on a cashless basis was $35,595. Note Payable to Related Party On June 25, 2012, the Company borrowed 465,000,000 Won (the currency of South Korea, equivalent to approximately $400,000 United States Dollars) from and executed a secured note payable to SY Corporation Co., Ltd., formerly known as Samyang Optics Co. Ltd. (“Samyang”), an approximately 20% common stockholder of the Company at that time. The note accrues simple interest at the rate of 12% per annum and has a maturity date of June 25, 2013, although Samyang was permitted to demand early repayment of the promissory note on or after December 25, 2012. Samyang did not demand early repayment. The Company has not made any payments on the promissory note. At June 30, 2013 and subsequently, the promissory note was outstanding and in technical default, although Samyang has not issued a notice of default or a demand for repayment. The Company believes that Samyang is in default of its obligations under its January 2012 license agreement, as amended, with the Company, but the Company has not yet issued a notice of default. The Company is continuing efforts towards a comprehensive resolution of the aforementioned matters involving Samyang. The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, including composition of matter patents for certain of the Company’s high impact ampakine compounds and the low impact ampakine compounds CX2007 and CX2076, and other related compounds. The security interest does not extend to the Company’s patents for its ampakine compounds CX1739 and CX1942, or to the patent for the use of ampakine compounds for the treatment of respiratory depression. In connection with this financing, the Company issued to Samyang two-year detachable warrants to purchase 4,000,000 shares of the Company’s common stock at a fixed exercise price of $0.056 per share. The warrants had a call right for consideration of $0.001 per share, in favor of the Company, to the extent that the weighted average closing price of the Company’s common stock exceeds $0.084 per share for each of ten consecutive trading days, subject to certain circumstances. Additionally, an existing license agreement with Samyang was expanded to include rights to ampakine CX1739 in South Korea for the treatment of sleep apnea and respiratory depression. The warrants expired unexercised on June 25, 2014. The Company used the Black-Scholes option-pricing model to estimate the fair value of the two-year detachable warrants to purchase 4,000,000 shares of the Company’s common stock at a fixed exercise price of $0.056 per share. The Company applied the relative fair value method to allocate the proceeds from the borrowing to the note payable and the detachable warrants. The Company did not consider the expansion of the existing license agreement with Samyang to have any significant value. Consequently, approximately 64% of the proceeds of the borrowing were attributed to the debt instrument. The 36% value attributed to the warrant was amortized as additional interest expense over the expected life of the note. Additionally, financing costs aggregating $21,370 incurred in connection with the transaction were also amortized over the expected life of the note. In that repayment could be demanded after six months, that period was used as the expected life of the note payable for amortization purposes. Note payable to Samyang consists of the following at December 31, 2015 and 2014: 2015 2014 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 171,257 122,618 Foreign currency transaction adjustment (9,463 ) 3,865 $ 561,568 $ 526,257 Advances from the Chairman On June 25, 2013, the Arnold Lippa Family Trust of 2007, of which Dr. Arnold S. Lippa, the Company’s Chairman and then Chief Executive Officer is the settlor, began advancing funds to the Company for working capital purposes. At December 31, 2013, the trust had advanced a total of $75,000 to the Company. Such advances reached a maximum of $150,000 on March 3, 2014 and were due on demand with interest at a rate per annum equal to the “Blended Annual Rate”, as published by the U.S. Internal Revenue Service of approximately 0.22% for the period outstanding. In March 2014, the Company repaid the working capital advances, including accrued interest of $102, from the proceeds from the private placement of its Series G 1.5% Convertible Preferred Stock. On June 16, 2015, Dr. Lippa advanced $40,000 to the Company for working capital purposes. Such advance was due on demand with interest at 10% per annum. On September 3, 2015, the Company repaid the working capital advance, including accrued interest of $877, from the proceeds from the August and September 2015 closings of the private placement of its units of common stock and warrants. Other Short-Term Notes Payable Other short-term notes payable at December 31, 2015 consisted of a premium financing agreement with respect to an insurance policy. The premium financing agreement dated March 14, 2015 is payable, with interest at 5.08% per annum, in ten monthly installments of $3,697 through February 14, 2016. |
Project Advance
Project Advance | 12 Months Ended |
Dec. 31, 2015 | |
Project Advance | |
Project Advance | 4. Project Advance In June 2000, the Company received $247,300 from the Institute for the Study of Aging (the “Institute”) pursuant to a note (the “Note”) and Agreement to Accept Conditions of Loan Support (the “Loan Support Agreement”) to fund testing of CX516, one of the Company’s ampakine compounds, in patients with mild cognitive impairment (“MCI”). Patients with MCI represent the earliest clinically-defined group with memory impairment beyond that expected for normal individuals of the same age and education, but such patients do not meet the clinical criteria for Alzheimer’s disease. During 2002 and 2003, the Company conducted a double-blind, placebo-controlled clinical study with 175 elderly patients displaying MCI and issued a final report on June 21, 2004. CX516 did not improve the memory impairments observed in these patients. Pursuant to the Note and Loan Support Agreement, if the Company complied with certain conditions, including the completion of the MCI clinical trial, the Company would not be required to make any repayments unless and until the Company enters one of its ampakine compounds into a Phase 3 clinical trials for Alzheimer’s disease. Upon initiation of such clinical trials, repayment would include the principal amount plus accrued interest computed at a rate equal to one-half of the prime lending rate. In the event of repayment, the Institute could elect to receive the outstanding principal balance and any accrued interest thereon in shares of the Company’s common stock. The conversion price for such form of repayment was fixed at $4.50 per share and was subject to adjustment if the Company paid a dividend or distribution in shares of common stock, effected a stock split or reverse stock split, effected a reorganization or reclassification of its capital stock, or effected a consolidation or merger with or into another corporation or entity. On September 2, 2014, the Company entered into a Release Agreement (the “Release Agreement”) with the Institute to settle this outstanding obligation, which had an outstanding balance of $336,809, including accrued interest of $89,509, on such date. Pursuant to the terms of the Release Agreement, the Institute received 1,000,000 shares of the Company’s common stock as settlement of all obligations of the Company under the Note and the Loan Support Agreement. Such common shares are “restricted securities” as defined under Rule 144 promulgated under the Securities Act of 1933, as amended, and are not subject to any registration rights. The Release Agreement also includes a mutual release between the Company and the Institute, releasing each party from all claims up until the date of the Release Agreement. The 1,000,000 common shares issued were valued at $49,000, based on the closing price of the Company’s common stock on September 2, 2014 of $0.049 per share. The settlement resulted in the Company recognizing a gain of $287,809 during the year ended December 31, 2014. |
Settlements
Settlements | 12 Months Ended |
Dec. 31, 2015 | |
Settlements | |
Settlements | 5. Settlements During the year ended December 31, 2014, the Company executed settlement agreements with four former executives that resulted in the settlement of potential claims totaling $1,336,264 that had been previously accrued in 2012 and 2013. The Company made cash payments of $118,084 and issued stock options to purchase 4,300,000 shares of common stock exercisable at $0.04 per share for periods ranging from five to ten years. The stock options were valued pursuant to the Black-Scholes option-pricing model at $179,910. In addition to other provisions, the settlement agreements included mutual releases. The settlements resulted in the Company recognizing a gain of $1,038,270 during the year ended December 31, 2014. During the year ended December 31, 2014, the Company executed settlement agreements with two former professional service providers that resulted in the settlement of potential claims totaling $496,514 for a cost of $60,675 in cash, plus the issuance of stock options to purchase 1,250,000 shares of common stock exercisable at $0.04 per share for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at $42,250 in the aggregate. In addition to other provisions, the settlement agreements included mutual releases. The settlements resulted in the Company recognizing a gain of $393,590 during the year ended December 31, 2014. On September 2, 2014, the Company recognized a gain of $287,809 resulting from the settlement of an obligation to the Institute for the Study of Aging. Additional information with respect to this settlement is provided at Note 4. Effective January 29, 2015, the Company executed a settlement agreement with its former Vice President and Chief Financial Officer, as amended on February 4, 2015, that resulted in the settlement of potential claims for a total cash payment of $26,000 to be paid on or before June 30, 2015 (of which $6,000 was paid on execution and $1,500 was paid in March 2015), plus the issuance of a stock option to purchase 500,000 shares of common stock exercisable at $0.0512 (the closing market price on the date of grant) per share for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at $25,450. In addition to other provisions, the settlement agreement included mutual releases. The settlement resulted in the Company recognizing a gain of $92,550 on January 29, 2015. On June 29, 2015, the settlement agreement was further amended, resulting in a cash payment of $3,000, an extension of the $15,500 remaining balance due through December 31, 2015, subject to a further partial cash payment of $3,000, which was paid on September 28, 2015, plus the issuance of a stock option to purchase 50,000 shares of common stock exercisable at $0.018 per share (the closing market price on the date of grant) for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at $840. Accordingly, during the year ended December 31, 2015, the Company recorded a net gain of $91,710 with respect to the settlement, as amended, with its former Vice President and Chief Financial Officer. In December 2015, the remaining balance due of $12,500, plus accrued interest of $775, was paid as scheduled. On April 8, 2015, the Company entered into a Settlement Agreement with one of its patent law firms to settle amounts due to such firm for services rendered and costs incurred with respect to foreign associates and outside vendors aggregating $194,736. Pursuant to the terms of the Settlement Agreement, the law firm received a cash payment of $15,000, non-qualified stock options to purchase 2,520,442 shares of common stock exercisable at $0.0476 per share for a period of five years, and a short-term unsecured note payable in the principal amount of $59,763. The stock options were valued pursuant to the Black-Scholes option-pricing model at $119,217, based on the closing price of the CompanyÂ’s common stock on April 8, 2015 of $0.0476 per share. The note payable bears interest at 10% per annum, which accrues and is payable at maturity, and is due at the earlier of (i) the closing of a transaction for the sale of the CompanyÂ’s capital stock that results in net proceeds to the Company of at least $2,000,000, or (ii) December 31, 2015. In addition to various other provisions, the Settlement Agreement provides that the Company will have the option to pay for one-half of invoices for future legal services (excluding costs with respect to foreign associates and outside vendors) in the form of stock options. The Settlement Agreement also includes a release of the lien previously filed by the law firm against certain of the CompanyÂ’s patents and patent applications relating to its ampakine technology in the United States Patent and Trademark Office, as well as for mutual releases. The Company paid the note payable in December 2015 as scheduled. During the year ended December 31, 2015, the Company executed agreements with four current professional service providers (including the CompanyÂ’s patent law firm referred to above) that resulted in the partial settlement of amounts owed to them by the Company. Obligations in the amount of $916,827 were settled for $15,000 in cash, the issuance of a short-term note payable in the amount of $59,763 as described above, the issuance of 9,064,286 shares of common stock valued at $158,625 ($0.0175 per share), which was the then closing market price of the CompanyÂ’s common stock, and the issuance of stock options to purchase 31,618,470 shares of common stock exercisable at the closing market price of the CompanyÂ’s common stock on the date of issuance. Options for 2,520,442 shares were exercisable at $0.0476 per share for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at an aggregate of $119,217 ($0.0473 per share). Options for 29,098,028 shares were exercisable at $0.0175 per share for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at an aggregate of $488,847 ($0.0168 per share). The negotiated agreements resulted in the Company recognizing a gain of $75,375 during the year ended December 31, 2015. The Company continues to explore ways to reduce its indebtedness, and might in the future enter additional settlements of potential claims, including, without limitation, those by other former executives or third party creditors. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficiency | 6. Stockholders’ Deficiency Preferred Stock The Company has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2015 and 2014, 1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock (non-voting, “9% Preferred Stock”); 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”); 205,000 shares were designated as Series A Junior Participating Preferred Stock (non-voting, “Series A Junior Participating Preferred Stock”); and 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. Accordingly, as of December 31, 2015, 3,505,800 shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. There were no shares of 9% Preferred Stock or Series A Junior Participating Preferred Stock outstanding as of December 31, 2015 or 2014. Series B Preferred Stock outstanding as of December 31, 2015 and 2014 consisted of 37,500 shares issued in a May 1991 private placement. Each share of Series B Preferred Stock is convertible into approximately 0.09812 shares of common stock at an effective conversion price of $6.795 per share of common stock, which is subject to adjustment under certain circumstances. As of December 31, 2015 and 2014, the shares of Series B Preferred Stock outstanding are convertible into 3,679 shares of common stock. The Company may redeem the Series B Preferred Stock for $25,001, equivalent to $0.6667 per share, an amount equal to its liquidation preference, at any time upon 30 days prior notice. Series G 1.5% Convertible Preferred Stock On March 18, 2014, the Company entered into Securities Purchase Agreements with various accredited investors (the “Initial Purchasers”), pursuant to which the Company sold an aggregate of 753.22 shares of its Series G 1.5% Convertible Preferred Stock for a purchase price of $1,000 per share, or an aggregate purchase price of $753,220. This financing represented the initial closing on the private placement (the “Series G Private Placement”). The Initial Purchasers in this tranche of the Series G Private Placement consisted of (i) Dr. Arnold S. Lippa, the Company’s Chairman, then Chief Executive Officer and a member of the Company’s Board of Directors, who invested $250,000 for 250 shares of Series G 1.5% Convertible Preferred Stock, and (ii) new, non-affiliated, accredited investors. Neither the Series G 1.5% Convertible Preferred Stock nor the underlying shares of common stock have any registration rights. The placement agents and selected dealers in connection with the initial tranche of the Series G Private Placement received cash fees totaling $3,955 as compensation and an obligation of the Company to issue warrants to acquire 12,865,151 shares of common stock, totaling approximately 5.6365% of the shares of common stock into which the Series G 1.5% Convertible Preferred Stock may convert, issuable upon completion of all closings of the Series G Private Placement and exercisable for five years, at a fixed price of $0.00396, which is 120% of the conversion price at which the Series G 1.5% Convertible Preferred Stock may convert into the Company’s common stock. The stock warrants issuable to the placement agents and selected dealers in connection with the initial tranche of the Series G Private Placement were valued pursuant to the Black-Scholes option-pricing model at $443,848. The Series G 1.5% Convertible Preferred Stock has a stated value of $1,000 per share and a stated dividend at the rate per share (as a percentage of the Stated Value per share) of 1.5% per annum, compounded quarterly, payable quarterly within 15 calendar days of the end of each fiscal quarter of the Company, in duly authorized, validly issued, fully paid and non-assessable shares of Series G 1.5% Convertible Preferred Stock, which may include fractional shares of Series G 1.5% Convertible Preferred Stock. The Series G 1.5% Convertible Preferred Stock became convertible, beginning 60 days after the last share of Series G 1.5% Convertible Preferred Stock was issued in the Series G Private Placement, at the option of the holder, into common stock at the applicable conversion price, at a rate determined by dividing the Stated Value of the shares of Series G 1.5% Convertible Preferred Stock to be converted by the conversion price, subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Certificate of Designation. As the stated value of the Series G 1.5% Convertible Preferred Stock is $1,000 per share, and the fixed conversion price is $0.0033, each share of Series G 1.5% Convertible Preferred Stock is convertible into 303,030.3 shares of common stock. In addition, the Company has the right to require the holders of the Series G 1.5% Convertible Preferred Stock to convert such shares into common stock under certain enumerated circumstances as set forth in the Certificate of Designation. Upon either (i) a Qualified Public Offering (as defined in the Certificate of Designation) or (ii) the affirmative vote of the holders of a majority of the Stated Value of the Series G 1.5% Convertible Preferred Stock issued and outstanding, all outstanding shares of Series G 1.5% Convertible Preferred Stock, plus all accrued or declared, but unpaid, dividends thereon, shall be mandatorily converted into such number of shares of common stock determined by dividing the Stated Value of such Series G 1.5% Convertible Preferred Stock (together with the amount of any accrued or declared, but unpaid, dividends thereon) by the Conversion Price (as defined in the Certificate of Designation). If not earlier converted, the remaining outstanding shares of Series G 1.5% Convertible Preferred Stock will be automatically and mandatorily redeemed by conversion into shares of common stock on April 17, 2016, the two year anniversary of the date that the last shares of Series G 1.5% Convertible Preferred Stock were issued in the Series G Private Placement, at the Conversion Price of $0.0033 per share. Except as described in the Certificate of Designation, holders of the Series G 1.5% Convertible Preferred Stock will vote together with holders of the Company common stock on all matters, on an as-converted to common stock basis, and not as a separate class or series (subject to limited exceptions). In the event of any liquidation or winding up of the Company prior to and in preference to any Junior Securities (including common stock), the holders of the Series G 1.5% Convertible Preferred Stock will be entitled to receive in preference to the holders of the Company common stock a per share amount equal to the Stated Value, plus any accrued and unpaid dividends thereon. Purchasers in the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock executed written consents in favor of (i) approving and adopting an amendment to the Company’s certificate of incorporation that increases the number of authorized shares of the Company to 1,405,000,000, 1,400,000,000 of which are shares of common stock and 5,000,000 of which are shares of preferred stock, and (ii) approving and adopting the Cortex Pharmaceuticals, Inc. 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. The shares of Series G 1.5% Convertible Preferred Stock were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. The shares of Series G 1.5% Convertible Preferred Stock and the Company’s common stock issuable upon conversion of the shares of Series G 1.5% Convertible Preferred Stock have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. On April 17, 2014, the Company entered into Securities Purchase Agreements with various accredited investors (together with the Initial Purchasers as defined above, the “Purchasers”), pursuant to which the Company sold an aggregate of an additional 175.28 shares of its Series G 1.5% Convertible Preferred Stock, for a purchase price of $1,000 per share, or an aggregate purchase price of $175,280. This was the second and final closing on the Series G Private Placement, in which a total of 928.5 shares of Series G 1.5% Convertible Preferred Stock were sold for an aggregate purchase price of $928,500. The Purchasers in the second and final tranche of the Series G Private Placement consisted of new, non-affiliated, accredited investors and non-management investors who had also invested in the first closing of the Series G Private Placement. One of the investors in this second and final closing of the Series G Private Placement was an affiliate of an associated person of Aurora, a related party (see Note 8). Neither the Series G 1.5% Convertible Preferred Stock nor the underlying shares of common stock have any registration rights. The placement agents and selected dealers in connection with the second tranche of the Series G Private Placement received cash fees of $3,465 as compensation and an obligation of the Company to issue warrants to acquire 6,386,120 shares of common stock, totaling approximately 12% of the shares of common stock into which the Series G 1.5% Convertible Preferred Stock may convert, issuable upon completion of all closings of the Series G Private Placement and exercisable for five years, at a fixed price of $0.00396, which is 120% of the conversion price at which the Series G 1.5% Convertible Preferred Stock may convert into the Company’s common stock. The stock warrants issuable to the placement agents and selected dealers in connection with the second closing of the Series G Private Placement were valued pursuant to the Black-Scholes option-pricing model at $220,321. As the stated value of the Series G 1.5% Convertible Preferred Stock is $1,000 per share, and the fixed conversion price is $0.0033, each share of Series G 1.5% Convertible Preferred Stock is convertible into 303,030.3 shares of common stock. The aggregate of 928.5 shares of Series G 1.5% Convertible Preferred Stock sold in all of the closings of the Series G Private Placement were initially convertible into a total of 281,363,634 shares of common stock. The Company recorded a dividend on the Series G 1.5% Convertible Preferred Stock of $6,867 and $10,926 for the years ended December 31, 2015 and 2014, respectively, which was paid through the issuance of an additional 6.9 shares and 10.9 shares, respectively, of Series G 1.5% Convertible Preferred Stock. The warrants that the placement agents and selected dealers received in connection with all closings of the Series G Private Placement, which were issued effective April 17, 2014, represent the right to acquire 19,251,271 shares of common stock exercisable for five years at a fixed price of $0.00396, which is 120% of the conversion price at which the Series G 1.5% Convertible Preferred Stock may convert into the Company’s common stock. Aurora, a related party (see Note 8), was one of the placement agents for this financing, and Aurora and its designees and/or affiliates received fees in connection with this financing in the form of cash of $2,800 and warrants to purchase 10,427,029 shares of common stock during the year ended December 31, 2014. Both Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company since March 22, 2013, have indirect ownership interests in Aurora through interests held in its members, and Jeff E. Margolis is also an officer of Aurora. Effective August 25, 2014, a placement agent warrant issued on April 17, 2014 in conjunction with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock, representing the right to acquire a total of 2,112,879 shares of common stock, was exercised in full on a cashless basis, resulting in the net issuance of 1,942,124 shares of common stock. The gross exercise price of the placement agent warrant that was exercised on a cashless basis was $8,367. Effective September 5, 2014, a placement agent warrant issued on April 17, 2014 in conjunction with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock, representing the right to acquire a total of 2,412,878 shares of common stock, was exercised in part (50%, or 1,206,439 shares) on a cashless basis, resulting in the net issuance of 1,126,814 shares of common stock. The gross exercise price of the placement agent warrant that was exercised on a cashless basis was $4,778. Effective September 26, 2014, a placement agent warrant issued on April 17, 2014 in conjunction with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock, representing the right to acquire a total of 1,400,000 shares of common stock, was exercised in full on a cashless basis, resulting in the net issuance of 1,326,080 shares of common stock. The gross exercise price of the placement agent warrant that was exercised on a cashless basis was $5,544. During the year ended December 31, 2014, placement warrants issued on April 17, 2014 in conjunction with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock were exercised on a cashless basis, resulting in the net issuance of 4,395,018 shares of common stock. The gross exercise price of the placement agent warrants that were exercised on a cashless basis was $18,689. Effective August 25, 2015, a placement agent warrant issued on April 17, 2014 in conjunction with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock, representing the right to acquire a total of 2,412,878 shares of common stock, was exercised in part (50%, or 1,206,439 shares) on a cashless basis, resulting in the net issuance of 1,087,001 shares of common stock. The gross exercise price of the placement agent warrant that was exercised on a cashless basis was $4,778. Effective December 16, 2014, 66.68888 shares of Series G 1.5% Convertible Preferred Stock, including 0.68888 dividend shares, were converted into 20,208,752 shares of common stock on a cashless basis. During the three months ended March 31, 2015, 25.323705 shares of Series G 1.5% Convertible Preferred Stock, including 0.323705 dividend shares, were converted into 7,673,850 shares of common stock on a cashless basis. During the three months ended June 30, 2015, an aggregate of 538.208190 shares of Series G 1.5% Convertible Preferred Stock, including 8.728190 dividend shares, were converted into 163,093,392 shares of common stock on a cashless basis. During the three months ended September 30, 2015, an aggregate of 57.506190 shares of Series G 1.5% Convertible Preferred Stock, including 1.206190 dividend shares, were converted into 17,426,119 shares of common stock on a cashless basis. Accordingly, during the year ended December 31, 2015, 621.038085 shares of Series G 1.5% Convertible Preferred Stock, including 10.258085 dividend shares, were converted into 188,193,359 shares of common stock on a cashless basis. As of December 31, 2015, the remaining outstanding shares of Series G 1.5% Convertible Preferred Stock were convertible into 78,353,485 shares of the Company’s common stock, including 2,074,698 shares attributable to the 1.5% dividend on such shares of $6,847 accrued as of such date. As of December 31, 2014, the remaining outstanding shares of Series G 1.5% Convertible Preferred Stock were convertible into 264,465,728 shares of the Company’s common stock, including 3,102,094 shares attributable to the 1.5% dividend on such shares of $10,237 accrued as of such date. Common Stock As discussed above, the holders of the Series G 1.5% Convertible Preferred Stock approved and adopted an amendment to increase the number of authorized shares of the Company to 1,405,000,000, 1,400,000,000 of which are shares of common stock and 5,000,000 of which are shares of preferred stock. The Company also sought, and on April 17, 2014 obtained by written consent, sufficient votes of the holders of its common stock, voting as a separate class, to effect this amendment. A certificate of Amendment to the Company’s Certificate of Incorporation to effect the increase in the authorized shares was filed with the Secretary of State of the State of Delaware on April 17, 2014. On April 14, 2014, the Board of Directors of the Company awarded a total of 57,000,000 shares of common stock of the Company, including awards of 15,000,000 shares to each of the Company’s three executive officers, who were also all of the directors of the Company at that time, and 4,000,000 shares and 8,000,000 shares to two other individuals. The individual who received the 8,000,000 shares was an associated person of Aurora. These awards were made to those individuals on that date as compensation for services rendered through March 31, 2014. Prior to these awards, none of the officers or directors of the Company at that time had earned or received any cash compensation from the Company since joining the Company in March and April 2013, and there were no prior compensation arrangements or agreements with such individuals. As the initial closing of the Series G 1.5% Convertible Preferred Stock was completed on March 18, 2014, and such closing represented approximately 81% of the total amount of such financing, the Company’s Board of Directors determined that it was appropriate at that time to compensate such officers for the period since they joined the Company in March and April 2013 through March 31, 2014. Such compensation was concluded on April 14, 2014 with the issuance of the aforementioned stock awards. Accordingly, as a result of these factors, the fair value of these stock awards of $2,280,000 was charged to operations effective as of March 18, 2014. The stock awards were valued at $0.04 per share, which was the closing price of the Company’s common stock on March 18, 2014. These stock awards were made under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. On September 3, 2014, James Sapirstein and Kathryn MacFarlane were appointed to the Board of Directors of the Company, and in connection therewith, they were awarded an aggregate of 4,000,000 shares of common stock of the Company under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan, consisting of 2,000,000 shares to each new director, vesting 50% upon appointment to the Board of Directors, 25% on September 30, 2014 and 25% on December 31, 2014. The stock awards were valued at $0.049 per share, which was the closing price of the Company’s common stock on September 3, 2014. During the period September 3, 2014 through December 31, 2014, the Company recorded charges to operations of $196,000 with respect to these stock awards. On September 18, 2014, Dr. John Greer, Ph.D. was appointed to the position of Chairman of the Company’s Scientific Advisory Board. Dr. Greer is Professor of Physiology and Alberta Innovates - Health Solutions Senior Scientist with the Neuroscience and Mental Health Institute at the University of Alberta, holds two grants regarding research into neuromuscular control of breathing, and is the inventor on the method of treatment patents licensed by the Company with respect to ampakines. In connection with the appointment of Dr. Greer as Chairman of the Company’s Scientific Advisory Board on September 18, 2014, the Board of Directors awarded 2,000,000 shares of common stock of the Company to Dr. Greer (through his wholly-owned consulting company, Progress Scientific, Inc.), vesting 25% upon appointment, 25% on September 30, 2014, 25% on December 31, 2014, and 25% on March 31, 2015. The stock award was valued at $0.066 per share, which was the closing price of the Company’s common stock on September 18, 2014. This stock award was made under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. During the period September 18, 2014 through December 31, 2014, the Company recorded charges to operations of $99,000 with respect to this stock award. During the year ended December 31, 2015, the Company recorded a final charge to operations of $33,000 with respect to this stock award. Effective October 15, 2014, Richard Purcell was appointed as the Company’s Senior Vice President of Research and Development. In conjunction with his appointment, the Company agreed to issue to Mr. Purcell 2,000,000 shares of the Company’s common stock, with 25% of such stock grant vesting and issuable every three months after the date of his appointment (i.e., on January 15, 2015, April 15, 2015, July 15, 2015 and October 15, 2015), subject to Mr. Purcell’s continued relationship with the Company on each of the vesting dates. The stock grant was made under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. Based on the Company’s closing stock price on October 15, 2014 of $0.078 per share, during the year ended December 31, 2015, the Company recorded a charge to operations of $156,000 with respect to this stock award. On August 28, 2015, the Company entered into a Second Amended and Restated Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”) with various accredited investors (each, a “Purchaser”, and together with purchasers in subsequent closings in the private placement, the “Purchasers”), pursuant to which the Company sold units for aggregate cash consideration of $721,180, with each unit consisting of (i) one share of the Company’s common stock, representing an aggregate of 34,292,917 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 68,585,834 warrants. This financing represented the initial closing of a private placement of up to $3,000,000. On September 28, 2015, the Company entered into a second closing of the Purchase Agreement with various additional Purchasers, pursuant to which the Company sold units for aggregate cash consideration of $218,530, with each unit consisting of (i) one share of the Company’s common stock, representing an aggregate of 10,391,349 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 20,782,698 Warrants. On November 2, 2015, the Company entered into a third closing of the Purchase Agreement with various Purchasers, pursuant to which the Company sold units for aggregate cash consideration of $255,000, with each unit consisting of (i) one share of the Company’s common stock, representing an aggregate of 12,125,536 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 24,251,072 Warrants. This third closing brought the aggregate amount raised under this private placement as of November 2, 2015 to $1,194,710. The price per unit in each closing of the private placement was $0.02103 (the “Per Unit Price”). The Warrants are exercisable through September 30, 2020 and may be exercised at a price of $0.02103 for each share of Common Stock to be acquired upon exercise. The Purchasers consisted of non-affiliated investors, other than Dr. James S. J. Manuso, the current President and Chief Executive Officer of the Company, who invested $250,000 in the initial closing of the private placement. The Warrants do not contain any cashless exercise provision or reset rights. No registration rights were granted to any Purchaser in this private placement with respect to (i) the shares of common stock issued as part of the units, (ii) the warrants, or (iii) the shares of common stock issuable upon exercise of the warrants. Placement agent fees, brokerage commissions, and similar payments were made in the form of cash and warrants to qualified referral sources in connection with certain sales of the shares of common stock and warrants, while other sales, including the sale to James S. J. Manuso, did not result in any fees or commissions. Accordingly, the amount of such fees, on a percentage basis, varies in each closing. The fees paid to such referral sources for the initial closing in cash totaled $47,118, or 6.5% of the aggregate amount paid for the units sold. The fees paid in warrants for the initial closing to such referral sources (the warrants paid to qualified referral sources are referred to herein as the “Placement Agent Warrants”) consist of warrants for 2,240,517 shares of common stock, or that number of shares equal to 6.5% of the number of shares of common stock issued as part of the units, but not the shares underlying the warrants. In connection with the second closing, fees paid to referral sources in cash totaled $18,603, or 8.5% of the aggregate amount paid for the units sold, and 884,594 Placement Agent Warrants were issued, or warrants for that number of shares equal to 8.5% of the number of shares of common stock issued as part of the units, but not the shares underlying the Warrants. In connection with the third closing, fees paid to referral sources in cash totaled $25,500, or 10% of the aggregate amount paid for the units sold, and 1,212,553 Placement Agent Warrants were issued, or warrants for that number of shares equal to 10% of the number of shares of common stock issued as part of the units, but not the shares underlying the Warrants. Placement Agent Warrants are exercisable until September 30, 2020 at the Per Unit Price. The Placement Agent Warrants have a cashless exercise provision. One of the placement agents that received Placement Agent Warrants is Aurora. Both Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company, have indirect ownership interests in Aurora through interests held in its members, and Jeff E. Margolis is also an officer of Aurora. As a result, both Arnold S. Lippa and Jeff E. Margolis, or entities in which they have interests, will receive a portion of the Placement Agent Warrants awarded in this private placement. In addition to the above described placement agent fees, brokerage commissions, and similar payments that were made in the form of cash and warrants to qualified referral sources, the Company also paid $10,164 in cash to other professionals for services related to the three closings. The shares of common stock and warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the shares of common stock issued as part of the units, the warrants, the common stock issuable upon exercise of the warrants, the Placement Agent Warrants or the shares of common stock issuable upon exercise of the Placement Agent Warrants have been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. See Note 5 for information with respect to the issuance of common stock in connection with the settlement of debt obligations. Information with respect to the issuance of common stock upon the exercise of common stock purchase warrants issued to placement agents in connection with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock is provided above at “Series G 1.5% Convertible Preferred Stock.” Common Stock Warrants In connection with a private placement of debt on June 25, 2012, the Company issued to Samyang two-year detachable warrants to purchase 4,000,000 shares of the Company’s common stock at a fixed exercise price of $0.056 per share. The warrants had a call right for consideration of $0.001 per share, in favor of the Company, to the extent that the weighted average closing price of the Company’s common stock exceeded $0.084 per share for each of ten consecutive trading days, subject to certain circumstances. The warrants expired unexercised in June 2014. Information with respect to the issuance and exercise of common stock purchase warrants with respect to placement agents in connection with the Series G Private Placement of the Series G 1.5% Convertible Preferred Stock is provided above at “Series G 1.5% Convertible Preferred Stock.” Information with respect to the issuance and exercise of common stock purchase warrants in connection with the 10% Convertible Note Payable and Warrant Purchase Agreement is provided at Note 3. A summary of warrant activity for the year ended December 31, 2015 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2014 25,686,096 $ 0.01744 Issued 133,280,952 0.02253 Exercised (2,223,439 ) 0.01816 Expired - - Warrants outstanding at December 31, 2015 156,743,609 $ 0.02185 3.97 Warrants exercisable at December 31, 2014 25,686,096 $ 0.01744 Warrants exercisable at December 31, 2015 156,743,609 $ 0.02185 3.97 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2015: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.00396 13,325,514 13,325,514 April 17, 2019 $ 0.02103 117,957,268 117,957,268 September 30, 2020 $ 0.03500 25,460,827 25,460,827 September 15, 2016 156,743,609 156,743,609 Based on a fair market value of $0.0186 per share on December 31, 2015, the intrinsic value of exercisable in-the-money common stock warrants was $195,086 as of December 31, 2015. A summary of warrant activity for the year ended December 31, 2014 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2013 4,000,000 $ 0.05600 Issued 30,405,414 0.01535 Exercised (4,719,318 ) 0.00396 Expired (4,000,000 ) 0.05600 Warrants outstanding at December 31, 2014 25,686,096 $ 0.01744 2.74 Warrants exercisable at December 31, 2013 4,000,000 $ 0.05600 Warrants exercisable at December 31, 2014 25,686,096 $ 0.01744 2.74 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2014: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.00396 14,531,953 14,531,953 April 17, 2019 $ 0.03500 11,154,143 11,154,143 September 15, 2016 25,686,096 25,686,096 Based on a fair market value of $0.0451 per share on December 31, 2014, the intrinsic value of exercisable in-the-money common stock warrants was $710,501 as of December 31, 2014. Stock Options In connection with the initial closing of the Series G Private Placement completed on March 18, 2014, the stockholders of the Company holding a majority of the votes to be cast on the issue approved the adoption of the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”), which had been previously adopted by the Board of Directors of the Company, subject to stockholder approval. The Plan permits the grant of options and restricted stock with respect to up to 105,633,002 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. On July 17, 2014, the Board of Directors of the Company awarded stock options to purchase a total of 15,000,000 shares of common stock of the Company, consisting of options for 5,000,000 shares to each of the Company’s then three executive officers, who were also all of the directors of the Company at that time. The stock options were awarded as compensation for those individuals through December 31, 2014. The stock options vested in three equal installments on July 17, 2014 (at issuance), September 30, 2014 and December 31, 2014, and expire on July 17, 2019. The exercise price of the stock options was established on the grant date at $0.05 per share, as compared to the closing market price of the Company’s common stock on such date of $0.044 per share, reflecting an exercise price premium of $0.006 per share or 13.6%. These awards were made under the Company’s 2014 Plan. During the period July 17, 2014 through December 31, 2014, the Company recorded charges to operations of $655,500 with respect to these stock options, reflecting the grant |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the CompanyÂ’s deferred tax assets as of December 31, 2015 and 2014 are summarized below. December 31, 2015 2014 Capitalized research and development costs $ 150,000 $ 150,000 Research and development credits 3,239,000 3,239,000 Stock-based compensation 1,496,000 468,000 Stock options issued in connection with the payment of debt 276,000 - Net operating loss carryforwards 36,663,000 35,977,000 Accrued compensation 290,000 59,000 Accrued interest due to related party 70,000 109,000 Other, net 13,000 32,000 Total deferred tax assets 42,197,000 40,034,000 Valuation allowance (42,197,000 ) (40,034,000 ) Net deferred tax assets $ - $ - In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2015 and 2014, management was unable to determine that it was more likely than not that the CompanyÂ’s deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No federal tax provision has been provided for the years ended December 31, 2015 and 2014 due to the losses incurred during such periods. The CompanyÂ’s effective tax rate is different from the federal statutory rate of 35% due primarily to net losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2015 and 2014. Years Ended December 31, 2015 2014 U. S. federal statutory tax rate (35.0 )% (35.0 )% Stock-based compensation - % 27.5 % Change in valuation allowance 31.1 % 7.6 % Amortization of warrant discounts 4.0 % - % Fair value of stock options issued in payment of debt - % 0.5 % Other (0.1 )% (0.6 )% Effective tax rate 0.0 % 0.0 % As of December 31, 2015, the Company had federal and state tax net operating loss carryforwards of approximately $88,965,000 and $94,668,000, respectively. The state tax net operating loss carryforward consists of $92,084,000 for California purposes and $2,584,000 for New Jersey purposes. The difference between the federal and state tax loss carryforwards was primarily attributable to the capitalization of research and development expenses for California franchise tax purposes. The federal and state net operating loss carryforwards will expire at various dates from 2016 through 2035. The Company also had federal and California research and development tax credit carryforwards that totaled approximately $2,093,000 and $1,146,000, respectively, at December 31, 2015. The federal research and development tax credit carryforwards will expire at various dates from 2016 through 2032. The California research and development tax credit carryforward does not expire and will carryforward indefinitely until utilized. While the Company has not performed a formal analysis of the availability of its net operating loss carryforwards under Internal Revenue Code Sections 382 and 383, management expects that the CompanyÂ’s ability to use its net operating loss carryforwards will be limited in future periods. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company since March 22, 2013, have indirect ownership interests and managing memberships in Aurora Capital LLC through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora Capital LLC. Aurora Capital LLC is a boutique investment banking firm specializing in the life sciences sector that is also a full service brokerage firm. On March 31, 2013, the Company accrued $85,000 as reimbursement for legal fees incurred by Aurora Capital LLC in conjunction with the removal of the CompanyÂ’s prior Board of Directors on March 22, 2013, which amount has been included in accounts payable and accrued expenses at December 31, 2015 and 2014. On June 30, 2015, the Board of Directors of the Company awarded cash bonuses totaling $215,000, including an aggregate of $195,000 to certain of the CompanyÂ’s executive officers and an aggregate of $20,000 to the independent members of the CompanyÂ’s Board of Directors. The cash bonuses awarded to executive officers were as follows: Dr. Arnold S. Lippa - $75,000; Jeff E. Margolis - $60,000; and Robert N. Weingarten - $60,000. The cash bonuses awarded to the two independent members of the CompanyÂ’s Board of Directors were as follows: James E. Sapirstein - $10,000; and Kathryn MacFarlane - $10,000. The cash bonuses totaling $215,000 were awarded as partial compensation for services rendered by such persons from January 1, 2015 through June 30, 2015, and are included in accrued compensation and related expenses in the CompanyÂ’s consolidated balance sheet at December 31, 2015, and in general and administrative expenses in the CompanyÂ’s consolidated statement of operations for the year ended December 31, 2015. On June 30, 2015, the Board of Directors also established cash compensation arrangements for certain of the CompanyÂ’s executive officers at the following monthly rates: Dr. Arnold S. Lippa - $12,500; Jeff E. Margolis - $10,000; and Robert N. Weingarten - $10,000. In addition, the Company established quarterly cash board fees for the two independent members of the CompanyÂ’s Board of Directors as follows: James E. Sapirstein - $5,000; and Kathryn MacFarlane - $5,000. This compensation was payable in arrears and commenced on July 1, 2015 and was scheduled to continue through December 31, 2015. On August 18, 2015, the cash compensation arrangements for these executive officers were further revised as described below. Both the cash bonuses and the cash monthly compensation will be accrued but not paid until such time as the Board of Directors of the Company determines that sufficient capital has been raised by the Company or is otherwise available to fund the CompanyÂ’s operations on an ongoing basis. Effective August 18, 2015, Company entered into new employment agreements with Dr. Arnold S. Lippa, Robert N. Weingarten and Jeff E. Margolis which superseded the compensation arrangements previously established for those officers on June 30, 2015, excluding the cash bonuses referred to above. See Note 9 for additional information with respect to the employment agreements entered into on August 18, 2015. During the years ended December 31, 2015 and 2014, the Company charged $23,595 and $33,280, respectively, to operations for consulting services rendered by an entity controlled by family members of Dr. Arnold S. Lippa. See Notes 3 and 6 for a description of other transactions between the Company and Aurora Capital LLC. See Notes 3 and 6 for a description of transactions with Samyang, a significant stockholder of and lender to the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Pending or Threatened Legal Actions and Claims The Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company, adequate provision has been made in the Company’s consolidated financial statements at December 31, 2015 and 2014 with respect to such matters, including, specifically, the matters noted below. The Company intends to vigorously defend itself in the event that either of the matters described below results in the filing of a lawsuit. By letter dated November 11, 2014, a former director of the Company, who joined the Company’s Board of Directors on August 10, 2012 in conjunction with the Pier transaction and who resigned from the Company’s Board of Directors on September 28, 2012, asserted a claim for unpaid consulting compensation of $24,000. By letter dated February 5, 2016, the Company received a demand from a law firm representing a professional services vendor of the Company alleging that approximately $146,000 is due and owing for unpaid services rendered. Significant agreements and contracts are summarized as follows: Employment and Consulting Agreements Richard Purcell was appointed as the Company’s Senior Vice President of Research and Development effective October 15, 2014. Mr. Purcell provides his services to the Company on a month-to-month basis through his consulting firm, DNA Healthlink, Inc., through which the Company has contracted for his services, for a monthly cash fee of $12,500. Additional information with respect to shares of common stock issued to Mr. Purcell is provided at Note 6. Cash compensation expense pursuant to this agreement totaled $150,000 and $25,000 for the years ended December 31, 2015 and 2014, respectively, and is included research and development expenses in the Company’s consolidated statements of operations for such years. On August 18, 2015, the Company entered into an employment agreement with Dr. James S. J. Manuso to be its new President and Chief Executive Officer. Pursuant to the agreement, which is for an initial term of three years, Dr. Manuso is to receive an initial annual base salary of $375,000, subject to certain conditions, which will increase to $450,000 annually upon the first anniversary of his contract, again subject to certain conditions being met. Dr. Manuso will also be eligible to receive bonuses ranging from $100,000 to $300,000, once certain conditions have been met or at the discretion of the Board of Directors. Additionally, Dr. Manuso was granted stock options to acquire 85,081,300 shares of common stock of the Company and is eligible to receive additional awards under the Company’s Plans in the discretion of the Board of Directors. Dr. Manuso had also agreed to purchase newly issued securities of the Company in an amount of $250,000, which was accomplished by Dr. Manuso’s participation in the first closing of the unit offering of common stock and warrants on August 28, 2015, as described at Note 6. Dr. Manuso will also receive, beginning on the first anniversary of the agreement, additional compensation to cover automobile lease expenses (up to a maximum of $16,000 annually, on a tax-equalized basis) if certain conditions are met, and, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, for a term life insurance policy and disability insurance policy. He will also be reimbursed for business expenses. Additional information with respect to the stock options granted to Dr. Manuso is provided at Note 6. The payment obligation associated with the first year base salary is to accrue, but no payments are to be made, until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, is received by the Company, at which time, scheduled payments are to commence. Cash compensation accrued pursuant to this agreement totaled $146,060 for the period August 18, 2015 through December 31, 2015 and is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2015, and in general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. Dr. Manuso was also appointed to the Company’s Board of Directors and elected as Vice Chairman of the Board of Directors. Dr. Manuso will not receive any additional compensation for serving as Vice Chairman and on the Board of Directors. On August 18, 2015, concurrently with the hiring of Dr. James S. J. Manuso as its new President and Chief Executive Officer, the Company accepted the resignation of Dr. Arnold S. Lippa, as President and Chief Executive Officer. Dr. Lippa will continue to serve as the Company’s Executive Chairman and a member of the Board of Directors. Also on August 18, 2015, Dr. Lippa was named Chief Scientific Officer of the Company, and the Company entered into an employment agreement with Dr. Lippa in that capacity. Pursuant to the agreement, which is for an initial term of three years, Dr. Lippa is to receive an initial annual base salary of $300,000, subject to certain conditions, which will increase to $375,000 annually upon the first anniversary of his contract, again subject to certain conditions being met. Dr. Lippa will also be eligible to receive bonuses ranging from $75,000 to $150,000, once certain conditions have been met or at the discretion of the Board of Directors. Additionally, Dr. Lippa was granted stock options to acquire 10,000,000 shares of common stock of the Company and is eligible to receive additional awards under the Company’s Plans at the discretion of the Board of Directors. Dr. Lippa will also receive, beginning on the first anniversary of the agreement, additional compensation to cover automobile lease expenses (up to a maximum of $12,000 annually, on a tax-equalized basis) if certain conditions are met, and, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, for a term life insurance policy and disability insurance policy. He will also be reimbursed for business expenses. Additional information with respect to the stock options granted to Dr. Lippa is provided at Note 6. The payment obligation associated with the first year base salary is to accrue, but no payments are to be made, until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, is received by the Company, at which time, scheduled payments are to commence. Cash compensation accrued pursuant to this agreement totaled $118,439 for the period August 18, 2015 through December 31, 2015 and is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2015, and in research and development expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. Cash compensation accrued to Dr. Lippa under a prior superseded arrangement, while still serving as the Company’s President and Chief Executive Officer, totaled $19,758 for the period July 1, 2015 through August 17, 2015 and is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2015, and in general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. Dr. Lippa will not receive any additional compensation for serving as Executive Chairman and on the Board of Directors. On August 18, 2015, the Company also entered into employment agreements with Jeff E. Margolis, in his continuing role as Vice President, Secretary and Treasurer, and Robert N. Weingarten, in his continuing role as Vice President and Chief Financial Officer. Pursuant to the agreements, which are for initial terms of one year, Mr. Margolis and Mr. Weingarten are each to receive an initial annual base salary of $195,000, subject to certain conditions, and each will also be eligible to receive bonuses ranging from $65,000 to $125,000, once certain conditions have been met or at the discretion of the Board of Directors. Additionally, Mr. Margolis and Mr. Weingarten each were granted stock options to acquire 10,000,000 shares of common stock of the Company and both are eligible to receive additional awards under the Company’s Plans at the discretion of the Board of Directors. Mr. Margolis and Mr. Weingarten will also each receive, beginning on the first anniversary of the agreement, additional compensation to cover automobile lease expenses (up to a maximum of $9,000 annually, on a tax-equalized basis) if certain conditions are met, and, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, for a term life insurance policy and disability insurance policy. Both will also be reimbursed for business expenses. Additional information with respect to the stock options granted to Mr. Margolis and Mr. Weingarten is provided at Note 6. The payment obligations associated with both of their first year base salaries is to accrue, but no payments are to be made, until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, is received by the Company, at which time, scheduled payments are to commence. Cash compensation accrued pursuant to these agreements totaled $159,540 ($79,770 each) for the period August 18, 2015 through December 31, 2015 and is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2015, and in general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. Cash compensation accrued to Mr. Margolis and Mr. Weingarten under prior superseded arrangements totaled $31,612 ($15,806 each) for the period July 1, 2015 through August 17, 2015 and is also included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2015, and in general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. Mr. Margolis and Mr. Weingarten also continue to serve as Directors of the Company, but will not receive any additional compensation for serving on the Board of Directors. University of California, Irvine License Agreements The Company entered into a series of license agreements in 1993 and 1998 with the University of California, Irvine (“UCI”) that granted the Company proprietary rights to certain chemical compounds that acted as ampakines and their therapeutic uses. These agreements granted the Company, among other provisions, exclusive rights: (i) to practice certain patents and patent applications, as defined in the license agreement, that were then held by UCI; (ii) to identify, develop, make, have made, import, export, lease, sell, have sold or offer for sale any related licensed products; and (iii) to grant sub-licenses of the rights granted in the license agreements, subject to the provisions of the license agreements. The Company was required, among other terms and conditions, to pay UCI a license fee, royalties, patent costs and certain additional payments. Under such license agreements, the Company was required to make minimum annual royalty payments of approximately $70,000. The Company was also required to spend a minimum of $250,000 per year to advance the ampakine compounds until the Company began to market an ampakine compound. The commercialization provisions in the agreements with UCI required the Company to file for regulatory approval of an ampakine compound before October 2012. In March 2011, UCI agreed to extend the required date for filing regulatory approval of an ampakine compound to October 2015. During December 2012, the Company informed UCI that it would be unable to make the annual payment due to a lack of funds. The Company believes that this notice, along with its subsequent failure to make its minimum annual payment obligation, constituted a default and termination of the license agreements. On April 15, 2013, the Company received a letter from UCI indicating that the license agreements between UCI and the Company had been terminated due to the Company’s failure to make certain payments required to maintain the agreements. Since the patents covered in these license agreements had begun to expire and the therapeutic uses described in these patents were no longer germane to the Company’s new focus on respiratory disorders, the loss of these license agreements is not expected to have a material impact on the Company’s current drug development programs. In the opinion of management, the Company has made adequate provision for any liability relating to this matter in its consolidated financial statements at December 31, 2015 and 2014. University of Alberta License Agreement On May 8, 2007, the Company entered into a license agreement, as amended, with the University of Alberta granting the Company exclusive rights to practice patents held by the University of Alberta claiming the use of ampakines for the treatment of various respiratory disorders. The Company agreed to pay the University of Alberta a licensing fee and a patent issuance fee, which were paid, and prospective payments consisting of a royalty on net sales, sublicense fee payments, maintenance payments and milestone payments. The prospective maintenance payments commence on the enrollment of the first patient into the first Phase 2B clinical trial and increase upon the successful completion of the Phase 2B clinical trial. As the Company does not at this time anticipate scheduling a Phase 2B clinical trial in the near term, no maintenance payments to the University of Alberta are currently due and payable, nor are any maintenance payments expected to be due in the near future in connection with the license agreement. Transactions with Biovail Laboratories International SRL In March 2010, the Company entered into an asset purchase agreement with Biovail Laboratories International SRL (“Biovail”). Pursuant to the asset purchase agreement, Biovail acquired the Company’s interests in CX717, CX1763, CX1942 and the injectable dosage form of CX1739, as well as certain of its other ampakine compounds and related intellectual property for use in the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease. The agreement provided the Company with the right to receive milestone payments in an aggregate amount of up to $15,000,000 plus the reimbursement of certain related expenses, conditioned upon the occurrence of particular events relating to the clinical development of certain assets that Biovail acquired. None of these events occurred. As part of the transaction, Biovail licensed back to the Company certain exclusive and irrevocable rights to some acquired ampakine compounds, other than CX717, an injectable dosage form of CX1739, CX1763 and CX1942, for use outside of the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease. Accordingly, following the transaction with Biovail, the Company retained its rights to develop and commercialize the non-acquired ampakine compounds as a potential treatment for neurological diseases and psychiatric disorders. Additionally, the Company retained its rights to develop and commercialize the ampakine compounds as a potential treatment for sleep apnea disorders, including an oral dosage form of ampakine CX1739. In September 2010, Biovail’s parent corporation, Biovail Corporation, combined with Valeant Pharmaceuticals International in a merger transaction and the combined company was renamed “Valeant Pharmaceuticals International, Inc.” (“Valeant”). Following the merger, Valeant and Biovail conducted a strategic and financial review of their product pipeline and, as a result, in November 2010, Biovail announced its intent to exit from the respiratory depression project acquired from the Company in March 2010. Following that announcement, the Company entered into discussions with Biovail regarding the future of the respiratory depression project. In March 2011, the Company entered into a new agreement with Biovail to reacquire the ampakine compounds, patents and rights that Biovail acquired from the Company in March 2010. The new agreement provided for potential future payments of up to $15,150,000 by the Company based upon the achievement of certain developments, including New Drug Application submissions and approval milestones. Biovail is also eligible to receive additional payments of up to $15,000,000 from the Company based upon the Company’s net sales of an intravenous dosage form of the compounds for respiratory depression. At any time following the completion of Phase 1 clinical studies and prior to the end of Phase 2a clinical studies, Biovail retains an option to co-develop and co-market intravenous dosage forms of an ampakine compound as a treatment for respiratory depression and vaso-occlusive crises associated with sickle cell disease. In such an event, the Company would be reimbursed for certain development expenses to date and Biovail would share in all such future development costs with the Company. If Biovail makes the co-marketing election, the Company would owe no further milestone payments to Biovail and the Company would be eligible to receive a royalty on net sales of the compound by Biovail or its affiliates and licensees. University of Illinois 2014 Exclusive License Agreement On June 27, 2014, the Company entered into an Exclusive License Agreement (the “2014 License Agreement”) with the University of Illinois, the material terms of which were similar to a License Agreement between the parties that had been previously terminated on March 21, 2013. The 2014 License Agreement became effective on September 18, 2014, upon the completion of certain conditions set forth in the 2014 License Agreement, including: (i) the payment by the Company of a $25,000 licensing fee, (ii) the payment by the Company of outstanding patent costs aggregating $15,840, and (iii) the assignment to the University of Illinois of rights the Company held in certain patent applications, all of which conditions were fulfilled. The 2014 License Agreement granted the Company (i) exclusive rights to several issued and pending patents in numerous jurisdictions and (ii) the non-exclusive right to certain technical information that is generated by the University of Illinois in connection with certain clinical trials as specified in the 2014 License Agreement, all of which relate to the use of cannabinoids for the treatment of sleep related breathing disorders. The Company is developing dronabinol (Δ9-tetrahydrocannabinol), a cannabinoid, for the treatment of OSA, the most common form of sleep apnea. The 2014 License Agreement provides for various commercialization and reporting requirements commencing on June 30, 2015. In addition, the 2014 License Agreement provides for various royalty payments, including a royalty on net sales of 4%, payment on sub-licensee revenues of 12.5%, and a minimum annual royalty beginning in 2015 of $100,000, which is due and payable on December 31 of each year beginning on December 31, 2015. The 2015 minimum annual royalty of $100,000 was paid as scheduled in December 2015. In the year after the first application for market approval is submitted to the FDA and until approval is obtained, the minimum annual royalty will increase to $150,000. In the year after the first market approval is obtained from the FDA and until the first sale of a product, the minimum annual royalty will increase to $200,000. In the year after the first commercial sale of a product, the minimum annual royalty will increase to $250,000. The Company recorded a charge to operations of $100,000 with respect to its 2015 minimum annual royalty obligation, which is included in research and development expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. The 2014 License Agreement also provides for certain one-time milestone payments. A payment of $75,000 is due within five days after any one of the following: (a) dosing of the first patient with a product in a Phase 2 human clinical study anywhere in the world that is not sponsored by the University of Illinois, (b) dosing of the first patient in a Phase 2 human clinical study anywhere in the world with a low dose of dronabinol, or (c) dosing of the first patient in a Phase 1 human clinical study anywhere in the world with a proprietary reformulation of dronabinol. A payment of $350,000 is due within five days after dosing of the first patient with a product in a Phase 3 human clinical trial anywhere in the world. A payment of $500,000 is due within five days after the first new drug application filing with the FDA or a foreign equivalent for a product. A payment of $1,000,000 is due within 12 months after the first commercial sale of a product. Research Contract with the University of Alberta On January 12, 2016, the Company entered into a Research Contract with the University of Alberta in order to test the efficacy of ampakines at a variety of dosage and formulation levels in the potential treatment of Pompé Disease, apnea of prematurity and spinal cord injury, as well as to conduct certain electrophysiological studies to explore the ampakine mechanism of action for central respiratory depression. The Company agreed to pay the University of Alberta total consideration of approximately CAD$146,000 (currently approximately US$110,000), consisting of approximately CAD$85,000 (currently approximately US$64,000) of personnel funding in cash in four installments during 2016, to provide approximately CAD$21,000 (currently approximately US$16,000) in equipment, to pay patent costs of CAD$20,000 (currently approximately US$15,000), and to underwrite additional budgeted costs of CAD$20,000 (currently approximately US$15,000). All but US$64,000 of the total consideration has already been incurred and paid for directly or in-kind. The conversion to US dollars above utilizes an exchange rate of US$0.7548 for every CAD$1.00. The University of Alberta will receive matching funds through a grant from the Canadian Institutes of Health Research in support of the research. The Company will retain the rights to research results and any patentable intellectual property generated by the research. Dr. John Greer, Ph.D., Chairman of the Company’s Scientific Advisory Board and faculty member of the Department of Physiology, Perinatal Research Centre and Women & Children’s Health Research Institute, and Alberta Innovates - Health Sciences Senior Scientist with the Neuroscience and Mental Health Institute at the University of Alberta, will collaborate on this research. The studies are expected to be completed in 2016. National Institute of Drug Abuse Agreement On January 19, 2016, the Company announced that that it has reached an agreement with the Medications Development Program of the National Institute of Drug Abuse (“NIDA”) to conduct research on the Company’s ampakine compounds CX717 and CX1739. The agreement was entered into as of October 19, 2015, and on January 14, 2016, the Company and NIDA approved the proposed protocols, allowing research activities to commence. NIDA will evaluate the compounds using pharmacologic, pharmacokinetic and toxicologic protocols to determine the potential effectiveness of the ampakines for the treatment of drug abuse and addiction. Initial studies will focus on cocaine and methamphetamine addiction and abuse, and will be contracted to outside testing facilities and/or government laboratories, with all costs to be paid by NIDA. The Company will provide NIDA with supplies of CX717 and CX1739 and will work with the NIDA staff to refine the protocols and dosing parameters. The Company will retain all intellectual property, as well as proprietary and commercialization rights to these compounds. Duke University Clinical Trial Agreement On January 27, 2015, the Company entered into a Clinical Study and Research Agreement (the “Agreement”) with Duke University to develop and conduct a protocol for a program of clinical study and research at a total cost of $50,579, which was completed in March 2015. On October 30, 2015, the Agreement was amended to provide for additional services with respect to the Company’s Phase 2A clinical trial of CX1739 at a cost of $558,268, which services are expected to be provided in 2016 (see Note 1). Sharp Clinical Services, Inc. Agreement On August 31, 2015, the Company entered into an agreement with Sharp Clinical Services, Inc. to provide packaging, labeling, distribution and analytical services for the Company with respect to CX1739 at a budgeted cost of $109,833, of which $45,041 of such services is expected to be provided in 2016. The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of December 31, aggregating $3,641,259. Payments Due By Year Total 2016 2017 2018 2019 2020 Research and development contracts $ 157,041 $ 157,041 $ - $ - $ - $ - Clinical trial agreements 558,268 558,268 - - - - License agreements 500,000 100,000 100,000 100,000 100,000 100,000 Employment and consulting agreements* 2,425,950 1,106,100 754,200 565,650 - - Total $ 3,641,259 $ 1,921,409 $ 854,200 $ 665,650 $ 100,000 $ 100,000 *The payment of such amounts is subject to the Company reaching certain financing milestones, as described above. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Common Stock and Warrant Financing On January 6, 2016, the Company entered into a Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”) with an investor, pursuant to which, in a closing on January 8, 2016, the Company sold units for aggregate cash consideration of $100,000, with each unit consisting of (i) one share of common stock, representing an aggregate of 4,508,567 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 9,017,133 warrants. This financing represented the initial closing of a private placement of up to $2,500,000 (the “Private Placement”). The price per unit in the initial closing of the Private Placement was $0.02218. The warrants are exercisable at $0.0244, for each share of common stock to be acquired, and expire on February 28, 2021. The warrants have a cashless exercise provision and contain certain “blocker” provisions limiting the percentage of shares of the Company’s common stock that the purchaser can beneficially own upon conversion to not more than 4.99% of the issued and outstanding shares immediately after giving effect to the warrant exercise. The purchaser was an accredited, non-affiliated investor. In addition, from January 29, 2016 through March 3, 2016, the Company received subscriptions totaling $94,635 for the purchase of units, representing an aggregate of 4,266,683 shares of common stock and warrants to purchase an additional 8,533,366 shares of common stock. The purchasers were accredited, non-affiliated investors. In the case of an acquisition, as defined in the Purchase Agreement, in which the Company is not the surviving entity, the holder of the warrant would receive from any surviving entity or successor to the Company, in exchange for the warrant, a new warrant from the surviving entity or successor to the Company, substantially in the form of the existing warrant and with an exercise price adjusted to reflect the nearest equivalent exercise price of common stock (or other applicable equity interest) of the surviving entity that would reflect the economic value of the warrant, but in the surviving entity. No registration rights were granted to the purchaser in the Private Placement with respect to (i) the shares of common stock issued as part of the units, (ii) the warrants, or (ii) the shares of common stock issuable upon exercise of the warrants. No placement agent fees, brokerage commissions, finder’s fees or similar payments were made in the form of cash and warrants to qualified referral sources in connection with the sale of the shares of common stock and warrants. Short-Term Loans from Related Parties On January 29, 2016, the Company issued a demand promissory note in the principal amount of $52,600 to the Company’s Executive Chairman and Chief Scientific Officer, Dr. Arnold S. Lippa, Ph.D., who is a director and significant stockholder of the Company, in exchange for $52,600 that was loaned by Dr. Lippa to the Company on January 28, 2016. The proceeds of the loan were used to pay a vendor of the Company. On February 2, 2016, the Company’s President and Chief Executive Officer, Dr. James Manuso, agreed to loan the Company an additional $52,600 at a future date for working capital and other general corporate purposes, in exchange for a demand promissory note in the same amount. Dr. Manuso made his loan to the Company on February 4, 2016. Each note shall be payable on demand and bear interest at a rate equal to 10% per annum, with any accrued but unpaid interest added to principal at the end of each year that the balance is outstanding. Each note grants a security interest in the assets of the Company, subject to certain conditions as set forth therein. The Company intends to repay the loans within six months from the proceeds of a separate financing transaction. Under the notes, the terms of which have been reviewed and approved by the Company’s independent directors, each lender is to receive three-year warrants covering an aggregate number of shares of the Company’s common stock equal to the principal amount of the loan funded by the applicable lender divided by the closing price of the Company’s common stock on the date the loan was made. As such, in connection with Dr. Lippa’s note, Dr. Lippa received a warrant to purchase 3,350,319 shares of the Company’s common stock at an exercise price of $0.0157 per share. Based on the date of Dr. Manuso’s loan of February 4, 2016, Dr. Manuso received a warrant to purchase 2,630,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Company performed an evaluation of subsequent events through the date of filing of these financial statements with the SEC. Other than the above, there were no material subsequent events which affected the amounts or disclosures in the consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly-owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts may differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The CompanyÂ’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid short-term investments with maturities of less than three months when acquired to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of financial instruments (consisting of cash, cash equivalents, grants receivable and accounts payable) is considered to be representative of their respective fair values due to the short-term nature of those instruments. With respect to the note payable to a related party and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of speculative borrowings since the original borrowing date. |
Deferred and Capitalized Financing Costs | Deferred and Capitalized Financing Costs Costs incurred in connection with ongoing debt and equity financing activities, including legal and other professional fees, placement agent fees and escrow agent fees, are deferred until the related financing is either completed or abandoned. Through December 31, 2015, costs related to completed debt financings have been capitalized on the balance sheet and amortized over the term of the related debt agreements. Amortization of these costs is calculated on the straight-line basis, which approximates the effective interest method, and is charged to interest expense in the consolidated statements of operations. Pursuant to revised accounting guidance as described below at “Recent Accounting Pronouncements”, effective January 1, 2016, the Company will be required to present debt issuance costs related to a debt liability in its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company will be required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance, and will be required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., the debt issuance cost asset and the debt liability). Costs related to completed equity financings are charged directly to additional paid-in capital. Costs related to abandoned financings are charged to operations. |
Series G 1.5% Convertible Preferred Stock | Series G 1.5% Convertible Preferred Stock The Series G 1.5% Convertible Preferred Stock (including accrued dividends) issued in 2014 is mandatorily convertible into common stock at a fixed conversion rate on April 17, 2016 (if not converted earlier) and has no right to cash at any time or for any reason. Additionally, the Series G 1.5% Convertible Preferred Stock has no participatory or reset rights, or other protections (other than normal anti-dilution rights) based on subsequent events, including equity transactions. Accordingly, the Company has determined that the Series G 1.5% Convertible Preferred Stock should be categorized in stockholders’ equity (deficiency), and that there are no derivatives embedded in such security that would require identification, bifurcation and valuation. The Company did not issue any warrants to investors in conjunction with the Series G 1.5% Convertible Preferred Stock financing. On March 18, 2014 and April 17, 2014, the Company issued 753.22 shares and 175.28 shares, respectively, of Series G 1.5% Convertible Preferred Stock at a purchase price of $1,000 per share. Each share of Series G 1.5% Convertible Preferred Stock has a stated value of $1,000 per share and is convertible into shares of common stock at a fixed price of $0.0033 per share. On March 18, 2014 and April 17, 2014, the per share fair value of the common stock into which the Series G 1.5% Convertible Preferred Stock was convertible, determined by reference to the closing market prices of the Company’s common stock on such closing dates, was $0.04 per share and $0.0348 per share, respectively, which was greater than the effective purchase price of such common shares of $0.0033 per share. The Company accounted for the beneficial conversion features in accordance with Accounting Standards Codification (“ASC”) 470-20, Accounting for Debt with Conversion and Other Options. The Company calculated a deemed dividend on the Series G 1.5% Convertible Preferred Stock of $8,376,719 in March 2014 and $1,673,127 in April 2014, which equals the amount by which the estimated fair value of the common stock issuable upon conversion of the issued Series G 1.5% Convertible Preferred Stock exceeded the proceeds from such issuances. The deemed dividend on the Series G 1.5% Convertible Preferred Stock was amortized on the straight-line basis from the respective issuance dates through the earliest conversion date of June 16, 2014, in accordance with ASC 470-20. The difference between the amortization of the deemed dividend calculated based on the straight-line method and the effective yield method was not material. The amortization of the deemed dividend for the years ended December 31, 2015 and 2014 was $0 and $10,049,846, respectively. Dr. Arnold S. Lippa, Ph.D., the Company’s Chairman, then Chief Executive Officer and a member of the Company’s Board of Directors, purchased 250 shares for $250,000, representing 33.2% of the 753.22 shares of Series G 1.5% Convertible Preferred Stock sold in the initial closing of such financing on March 18, 2014. The second (and final) closing of such financing consisted entirely of Series G 1.5% Convertible Preferred Stock sold to unaffiliated investors. Accordingly, Dr. Lippa purchased 26.9% of the entire amount of Series G 1.5% Convertible Preferred Stock sold in the financing. Dr. Lippa had been an officer and director of the Company for approximately one year when he purchased the 250 shares of Series G 1.5% Convertible Preferred Stock, and his investment, which was only a portion of the first closing, was made on the same terms and conditions as those provided to the other unaffiliated investors who made up the majority of the financing. Dr. Lippa did not control, directly or indirectly, 10% or more of the Company’s voting equity securities at the time of his investment. The proportionate share of the deemed dividend attributable to Dr. Lippa’s investment in the Series G 1.5% Convertible Preferred Stock in March 2014 was $2,780,303. On April 18, 2014, the shares of Series G 1.5% Convertible Preferred Stock originally purchased by Dr. Lippa were transferred to the Arnold Lippa Family Trust of 2007. On April 15, 2015, these shares of Series G 1.5% Convertible Preferred Stock, plus accrued dividends of $4,120, were converted into 77,006,072 shares of common stock. |
10% Convertible Notes Payable | 10% Convertible Notes Payable Original Issuance of Notes and Warrants The convertible notes sold to investors in 2014 and 2015 have an interest rate of 10% per annum and are convertible into common stock at a fixed price of $0.035 per share. The convertible notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants issued in connection with the sale of the convertible notes are exercisable at a fixed price of $0.035 per share, have no right to cash at any time or under any circumstances, and have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company has determined that there are no embedded derivatives to be identified, bifurcated and valued in connection with this financing. On November 5, 2014, the Company sold an aggregate principal amount of $238,500 of its 10% convertible notes payable due September 15, 2015, which were subject to extension to September 15, 2016, at the option of the Company, subject to the issuance of additional warrants, and warrants to purchase shares of common stock exercisable into a fixed number of shares of common stock of the Company calculated as the principal amount of each convertible note divided by $0.035 (reflecting 100% warrant coverage). The warrants do not have any cashless exercise provisions and, when issued, were exercisable through September 30, 2015 at a fixed price of $0.035 per share. The shares of common stock issuable upon conversion of the notes payable and the exercise of the warrants are not subject to any registration rights. On December 9, 2014, December 31, 2014, and February 2, 2015, the Company sold an additional $46,000, $85,000 and $210,000, respectively, of principal amount of the convertible notes and warrants to various accredited investors. The Company terminated this financing, which had generated aggregate gross proceeds of $579,500, and in connection with which the Company had issued 16,557,142 warrants, effective February 18, 2015. The closing market prices of the Company’s common stock on the transaction closing dates of November 5, 2014, December 9, 2014, December 31, 2014 and February 2, 2015 were $0.0524 per share, $0.0411 per share, $0.0451 per share and $0.043 per share, respectively, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of the warrants of $0.035 per share. Accordingly, the Company has accounted for the beneficial conversion features with respect to the sale of the convertible notes and the issuance of the warrants in accordance with ASC 470-20, Accounting for Debt with Conversion and Other Options. The Company considered the face value of the convertible notes to be representative of their fair value. The Company determined the fair value of the warrants based on the Black-Scholes option-pricing model. The relative fair value method generated respective fair values for each of the convertible notes and the warrants of approximately 50% for the convertible notes and approximately 50% for the warrants. Once these values were determined, the fair value of the warrants of $289,106 and the fair value of the beneficial conversion feature of $290,394 (which were calculated based on the effective conversion price) were recorded as a reduction to the face value of the promissory note obligation. As a result, this aggregate debt discount reduced the carrying value of the convertible notes to zero at each issuance date. The excess amount generated from this calculation was not recorded, as the carrying value of a promissory note cannot be reduced below zero. The aggregate debt discount was amortized as interest expense over the original term of the promissory notes. The difference between the amortization of the debt discount calculated based on the straight-line method and the effective yield method was not material. The cash fees paid to placement agents and for legal costs were deferred and capitalized as deferred offering costs and were amortized to interest expense over the original term of the convertible notes on the straight-line method. The placement agent warrants were considered as an additional cost of the offering and were included in deferred offering costs at fair value. The difference between the amortization of the deferred offering costs calculated based on the straight-line method and the effective yield method was not material. Extension of Notes and Old Warrants, and Issuance of New Warrants On August 13, 2015, the Company elected to extend the maturity date of the convertible notes to September 15, 2016. As a consequence of this election, under the terms of the convertible notes, the Company was required to issue to note holders 8,903,684 additional warrants (the “New Warrants”) that are exercisable through September 15, 2016. As set forth in the convertible notes, the New Warrants are exercisable for that number of shares of common stock of the Company calculated as the principal amount of the convertible notes (an aggregate amount of $579,500), plus any accrued and unpaid interest (an aggregate amount of $43,758), multiplied by 50%, and then divided by $0.035. The New Warrants otherwise have terms substantially similar to the 16,557,142 original warrants issued to the investors. In connection with the extension of the maturity date of the convertible notes, the Board of Directors of the Company also determined to extend the termination date of the 16,557,142 original warrants to September 15, 2016 (the “Old Warrants”), so that they are coterminous with the new maturity date of the convertible notes. The Company reviewed the guidance in ASC 405-20, Extinguishment of Liabilities, and determined that the convertible notes had not been extinguished. The Company therefore concluded that the guidance in ASC 470-50, Modifications and Extinguishments, should be applied, which states that if the exchange or modification is not to be accounted for in the same manner as a debt extinguishment, then the fees shall be associated with the replacement or modified debt instrument and, along with any existing unamortized premium or discount, amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument using the interest method. With regard to the modification of the convertible notes and the issuance of the New Warrants, the Company deferred the debt modification costs over the remaining term of the extended notes. The Company is accounting for such costs as a discount to the notes and is amortizing such costs to interest expense over the extended term of the notes on the straight-line method. The difference between the amortization of these costs calculated based on the straight-line method and the effective yield method was not material. With regard to the extension of the Old Warrants, the Company deferred the debt modification costs over the remaining term of the extended convertible notes. The Company is accounting for such costs as a discount to the notes and is amortizing such costs to interest expense over the extended term of the convertible notes on the straight-line method. The difference between the amortization of these costs calculated based on the straight-line method and the effective yield method was not material. The closing market price of the Company’s common stock on the extension date of September 15, 2015 was $0.031 per share, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of both the Old Warrants and the New Warrants of $0.035 per share. The Company has accounted for the beneficial conversion features with respect to the extension of the convertible notes and the extension of the Old Warrants and the issuance of the New Warrants in accordance with ASC 470-20, Accounting for Debt with Conversion and Other Options. The Company considered the face value of the convertible notes, plus the accrued interest thereon, to be representative of their fair value. The Company determined the fair value of the 8,903,684 New Warrants and the fair value of extending the 16,557,142 Old Warrants based on the Black-Scholes option-pricing model. The relative fair value method generated respective fair values for each of the convertible notes, including accrued interest, and the New Warrants and extension of the Old Warrants, of approximately 55% for the convertible notes, including accrued interest, and approximately 45% for the New Warrants and extension of the Old Warrants. Once these values were determined, the fair value of the New Warrants and extension of the Old Warrants of $277,918 and the fair value of the beneficial conversion feature of $206,689 (which were calculated based on the effective conversion price) were recorded as a reduction to the face value of the promissory note obligation. The aggregate debt discount is being amortized as interest expense over the extended term of the promissory notes. The difference between the amortization of the debt discount calculated based on the straight-line method and the effective yield method was not material. |
Equipment | Equipment Equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, which range from three to five years. |
Long-Term Prepaid Insurance | Long-Term Prepaid Insurance Long-term prepaid insurance represents the premium paid for directors and officerÂ’s insurance tail coverage, which is being amortized on a straight-line basis over the policy period of six years. The amount amortizable in the ensuing twelve month period is recorded as a current asset in the CompanyÂ’s consolidated balance sheet at each reporting date. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including long-term prepaid insurance, for impairment whenever events or changes in circumstances indicate that the total amount of an asset may not be recoverable, but at least annually. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the assetÂ’s carrying amount. The Company has not deemed any long-lived assets as impaired at December 31, 2015. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the CompanyÂ’s financial statements over the vesting period of the awards. The Company accounts for stock-based payments to Scientific Advisory Board members and consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the CompanyÂ’s Scientific Advisory Board and to outside consultants are revalued each reporting period until vested to determine the amount to be recorded as an expense in the respective period. As the stock options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the value on the date of vesting. The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the CompanyÂ’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the CompanyÂ’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. For stock options granted during the year ended December 31, 2015, the fair value of each option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.3% to 1.7 % Expected dividend yield 0 % Expected volatility 184% to 249 % Expected life 5-7 years For stock options granted during the year ended December 31, 2014, the fair value of each option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 1.5% to 2.7 % Expected dividend yield 0 % Expected volatility 200% to 249 % Expected life 5-10 years The Company recognizes the fair value of stock-based compensation in general and administrative costs and in research and development costs, as appropriate, in the CompanyÂ’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no stock options exercised during the years ended December 31, 2015 and 2014. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of December 31, 2015, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2015, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Foreign Currency Transactions | Foreign Currency Transactions The note payable to related party, which is denominated in a foreign currency (the South Korean Won), is translated into the CompanyÂ’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related consolidated statements of operations. |
Research Grants | Research Grants The Company recognizes revenues from research grants as earned based on the percentage-of-completion method of accounting and issues invoices for contract amounts billed based on the terms of the grant agreement. Revenues recorded under research grants in excess of amounts earned are classified as unearned grant revenue liability in the CompanyÂ’s consolidated balance sheet. Grant receivable reflects contractual amounts due and payable under the grant agreement. The payment of grants receivables are based on progress reports provided to the grant provider by the Company. The research grant was completed in April 2015. The Company has filed all required progress reports. Research grants are generally funded and paid through government or institutional programs. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. During the years ended December 31, 2015 and 2014, the Company had research grant revenues of $86,916 and $61,667, respectively. At December 31, 2014, the Company had grant receivable of $48,000, and unearned grant revenues of $34,333. At December 31, 2015, the Company did not have any grant receivable or unearned grant revenues. |
Research and Development Costs | Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers and organizations (including research institutes at universities), patent fees and costs, and other expenses relating to the acquisition, design, development and clinical testing of the CompanyÂ’s treatments and product candidates. Research and development costs incurred by the Company under research grants are expensed as incurred over the life of the underlying contracts, unless the terms of the contract indicate that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. |
License Agreements | License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the CompanyÂ’s consolidated balance sheet, with a corresponding charge to research and development costs in the CompanyÂ’s consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached, and are recorded as liabilities in the CompanyÂ’s consolidated balance sheet, with a corresponding charge to research and development costs in the CompanyÂ’s consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. |
Patent Costs | Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the CompanyÂ’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). The Company did not have any items of comprehensive income (loss) for the years ended December 31, 2015 and 2014. |
Earnings Per Share | Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net income (loss) attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At December 31, 2015 and 2014, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2015 2014 Series B convertible preferred stock 3,679 3,679 Series G 1.5% convertible preferred stock 78,353,485 264,465,728 10% convertible notes payable 18,311,079 10,674,107 Common stock warrants 156,743,609 25,686,096 Common stock options 251,823,581 25,716,668 Total 505,235,433 326,546,278 |
Reclassifications | Reclassifications Certain comparative figures in 2014 have been reclassified to conform to the current yearÂ’s presentation. These reclassifications were immaterial, both individually and in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015, and approved in July 2015, Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Presentation of Financial Statements - Going Concern (Subtopic 205-10). ASU 2014-15 provides guidance as to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have any impact on the Company’s financial statement presentation and disclosures. In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01), Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). ASU 2015-01 eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification: (1) Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates. (2) Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the guidance prospectively. A reporting entity also may apply the guidance retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of ASU 2015-01 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02), Consolidation (Topic 810) . In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03), Interest - Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. ASU 2015-3 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within that fiscal year. Early adoption is permitted for financial statements that have not been previously issued. An entity is required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 is expected to have an impact on the presentation of the Company’s current and future debt issuance costs beginning in 2016. In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have any impact on Company’s financial statement presentation or disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions | For stock options granted during the year ended December 31, 2015, the fair value of each option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.3% to 1.7 % Expected dividend yield 0 % Expected volatility 184% to 249 % Expected life 5-7 years For stock options granted during the year ended December 31, 2014, the fair value of each option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 1.5% to 2.7 % Expected dividend yield 0 % Expected volatility 200% to 249 % Expected life 5-10 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At December 31, 2015 and 2014, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2015 2014 Series B convertible preferred stock 3,679 3,679 Series G 1.5% convertible preferred stock 78,353,485 264,465,728 10% convertible notes payable 18,311,079 10,674,107 Common stock warrants 156,743,609 25,686,096 Common stock options 251,823,581 25,716,668 Total 505,235,433 326,546,278 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The 10% Convertible Notes Payable consist of the following at December 31, 2015 and 2014: 2015 2014 Principal amount of notes payable $ 579,500 $ 369,500 Add accrued interest payable 61,388 4,093 640,888 373,593 Less unamortized discounts: Stock warrants (196,669 ) (155,264 ) Beneficial conversion feature (146,263 ) (168,086 ) $ 297,956 $ 50,243 |
Summary of Note Payable to Related Party | Note payable to Samyang consists of the following at December 31, 2015 and 2014: 2015 2014 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 171,257 122,618 Foreign currency transaction adjustment (9,463 ) 3,865 $ 561,568 $ 526,257 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the year ended December 31, 2015 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2014 25,686,096 $ 0.01744 Issued 133,280,952 0.02253 Exercised (2,223,439 ) 0.01816 Expired - - Warrants outstanding at December 31, 2015 156,743,609 $ 0.02185 3.97 Warrants exercisable at December 31, 2014 25,686,096 $ 0.01744 Warrants exercisable at December 31, 2015 156,743,609 $ 0.02185 3.97 A summary of warrant activity for the year ended December 31, 2014 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2013 4,000,000 $ 0.05600 Issued 30,405,414 0.01535 Exercised (4,719,318 ) 0.00396 Expired (4,000,000 ) 0.05600 Warrants outstanding at December 31, 2014 25,686,096 $ 0.01744 2.74 Warrants exercisable at December 31, 2013 4,000,000 $ 0.05600 Warrants exercisable at December 31, 2014 25,686,096 $ 0.01744 2.74 |
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable | The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2015: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.00396 13,325,514 13,325,514 April 17, 2019 $ 0.02103 117,957,268 117,957,268 September 30, 2020 $ 0.03500 25,460,827 25,460,827 September 15, 2016 156,743,609 156,743,609 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2014: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.00396 14,531,953 14,531,953 April 17, 2019 $ 0.03500 11,154,143 11,154,143 September 15, 2016 25,686,096 25,686,096 |
Schedule of Stock Options Activity | A summary of stock option activity for the year ended December 31, 2015 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2014 25,716,668 $ 0.0503 Granted 226,106,913 0.0211 Expired - - Forfeited - - Options outstanding at December 31, 2015 251,823,581 $ 0.0241 7.03 Options exercisable at December 31, 2014 25,716,668 $ 0.0503 Options exercisable at December 31, 2015 168,890,074 $ 0.0262 6.57 A summary of stock option activity for the year ended December 31, 2014 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2013 5,166,668 $ 0.0600 Granted 20,550,000 0.0480 Expired - - Forfeited - - Options outstanding at December 31, 2014 25,716,668 $ 0.0500 5.45 Options exercisable at December 31, 2013 5,166,668 $ 0.0600 Options exercisable at December 31, 2014 25,716,668 $ 0.0500 5.45 |
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable | The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2015: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0175 29,148,028 29,148,028 June 30, 2020 $ 0.0197 9,000,000 2,250,000 August 18, 2020 $ 0.0197 42,000,000 10,500,000 August 18, 2022 $ 0.0197 85,081,300 42,540,650 August 18, 2025 $ 0.0210 2,857,143 714,286 December 11, 2020 $ 0.0250 55,000,000 55,000,000 June 30, 2022 $ 0.0400 2,400,000 2,400,000 March 13, 2019 $ 0.0400 1,250,000 1,250,000 April 14, 2019 $ 0.0430 1,100,000 1,100,000 March 14, 2024 $ 0.0476 2,520,442 2,520,442 April 8, 2020 $ 0.0490 800,000 800,000 February 28, 2024 $ 0.0500 15,000,000 15,000,000 July 17, 2019 $ 0.0512 500,000 500,000 January 29, 2020 $ 0.0600 3,083,334 3,083,334 July 17, 2022 $ 0.0600 2,083,334 2,083,334 August 10, 2022 251,823,581 168,890,074 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2014: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0400 2,400,000 2,400,000 March 13, 2019 $ 0.0400 1,250,000 1,250,000 April 14, 2019 $ 0.0430 1,100,000 1,100,000 March 14, 2024 $ 0.0490 800,000 800,000 February 28, 2024 $ 0.0500 15,000,000 15,000,000 July 17, 2019 $ 0.0600 3,083,334 3,083,334 July 17, 2022 $ 0.0060 2,083,334 2,083,334 August 10, 2022 25,716,668 25,716,668 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of the CompanyÂ’s deferred tax assets as of December 31, 2015 and 2014 are summarized below. December 31, 2015 2014 Capitalized research and development costs $ 150,000 $ 150,000 Research and development credits 3,239,000 3,239,000 Stock-based compensation 1,496,000 468,000 Stock options issued in connection with the payment of debt 276,000 - Net operating loss carryforwards 36,663,000 35,977,000 Accrued compensation 290,000 59,000 Accrued interest due to related party 70,000 109,000 Other, net 13,000 32,000 Total deferred tax assets 42,197,000 40,034,000 Valuation allowance (42,197,000 ) (40,034,000 ) Net deferred tax assets $ - $ - |
Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate | Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2015 and 2014. Years Ended December 31, 2015 2014 U. S. federal statutory tax rate (35.0 )% (35.0 )% Stock-based compensation - % 27.5 % Change in valuation allowance 31.1 % 7.6 % Amortization of warrant discounts 4.0 % - % Fair value of stock options issued in payment of debt - % 0.5 % Other (0.1 )% (0.6 )% Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Principal Cash Obligations and Commitments | The following table sets forth the CompanyÂ’s principal cash obligations and commitments for the next five fiscal years as of December 31, aggregating $3,641,259. Payments Due By Year Total 2016 2017 2018 2019 2020 Research and development contracts $ 157,041 $ 157,041 $ - $ - $ - $ - Clinical trial agreements 558,268 558,268 - - - - License agreements 500,000 100,000 100,000 100,000 100,000 100,000 Employment and consulting agreements* 2,425,950 1,106,100 754,200 565,650 - - Total $ 3,641,259 $ 1,921,409 $ 854,200 $ 665,650 $ 100,000 $ 100,000 *The payment of such amounts is subject to the Company reaching certain financing milestones, as described above. |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Feb. 18, 2015 | Feb. 28, 2015 | Mar. 31, 2014 | Nov. 30, 2015 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2013 | Aug. 10, 2012 |
Percentage of pier issued and outstanding share acquire | 100.00% | ||||||||||
Net losses | $ 5,961,892 | $ 2,707,535 | |||||||||
Negative operating cash flows | 1,296,100 | 885,869 | |||||||||
Stockholders' deficiency | $ 2,862,209 | $ 2,200,400 | $ 4,188,424 | ||||||||
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% | |||||||||
Invested in preferred stock | $ 579,500 | ||||||||||
Accrued interest | $ 61,388 | $ 4,093 | |||||||||
Advanced amount | 40,000 | $ 75,000 | |||||||||
Chairman and Chief Executive Officer [Member] | |||||||||||
Due to officers | $ 40,000 | ||||||||||
President And Chief Executive Officer [Member] | |||||||||||
Due to officers | $ 250,000 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Advanced amount | 52,600 | ||||||||||
Chief Scientific Officer [Member] | |||||||||||
Advanced amount | 52,600 | ||||||||||
Chief Executive Officer And Chief Scientific Officer [Member] | Secured Short Term Promissory Notes Payable [Member] | |||||||||||
Advanced amount | 105,200 | ||||||||||
Private Placement [Member] | |||||||||||
Sale of common stock and warrants units | 56,809,802 | ||||||||||
Proceeds from common stock and warrants | $ 1,194,710 | 194,635 | |||||||||
Repaid the short term loan | 40,000 | ||||||||||
Accrued interest | $ 877 | ||||||||||
Private Placement [Member] | Series G 1.5% Convertible Preferred Stock [Member] | Chairman and Chief Executive Officer [Member] | |||||||||||
Invested in preferred stock | $ 250,000 | ||||||||||
Private Placement [Member] | Series G 1.5% Convertible Preferred Stock [Member] | March And April 2014 [Member] | |||||||||||
Sale of preferred stock | 928.5 | ||||||||||
Percentage of dividend on convertible preferred stock | 1.50% | ||||||||||
Invested in preferred stock | $ 928,500 | ||||||||||
Chairman and Chief Executive Officer [Member] | |||||||||||
Short term loans advanced to the company | $ 150,000 | ||||||||||
Investors [Member] | |||||||||||
Short-term convertible notes and warrants principal amount | $ 210,000 | ||||||||||
Investors [Member] | November And December 2014 [Member] | |||||||||||
Short-term convertible notes and warrants principal amount | 369,500 | ||||||||||
March 2016 [Member] | |||||||||||
Direct costs in clinical trial | $ 750,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 13, 2015 | Feb. 18, 2015 | Feb. 18, 2015 | Feb. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 09, 2014 | Nov. 05, 2014 | Apr. 15, 2014 | Mar. 18, 2014 | Sep. 30, 2015 | Apr. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 15, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 16, 2014 | Apr. 17, 2014 | Aug. 10, 2012 |
Common stock fixed price per share | $ 0.0451 | $ 0.0451 | $ 0.0186 | $ 0.0451 | |||||||||||||||||
Common stock, price per share at closing dates | $ 0.056 | ||||||||||||||||||||
Amortization of deemed dividend value of preferred stock | $ 10,049,846 | ||||||||||||||||||||
Voting equity securities on preferred stock | Cumulative Convertible Preferred Stock (non-voting, “9% Preferred Stock”) | ||||||||||||||||||||
Series G preferred share convertible into common stock | 264,465,728 | 264,465,728 | 78,353,485 | 264,465,728 | |||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | ||||||||||||||||||||
Gross proceeds | $ 579,500 | ||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 0.035 | ||||||||||||||||||||
Cumulative change in ownership percentage | 50.00% | ||||||||||||||||||||
Grant Revenues | $ 86,916 | $ 61,667 | |||||||||||||||||||
Grant receivable | $ 48,000 | $ 48,000 | 48,000 | ||||||||||||||||||
Unearned grant revenue | $ 34,333 | $ 34,333 | $ 34,333 | ||||||||||||||||||
Comprehensive income (loss) | |||||||||||||||||||||
Equipment [Member] | Minimum [Member] | |||||||||||||||||||||
Furniture and equipment, estimated useful lives | 3 years | ||||||||||||||||||||
Equipment [Member] | Maximum [Member] | |||||||||||||||||||||
Furniture and equipment, estimated useful lives | 5 years | ||||||||||||||||||||
Closing Market Price [Member] | |||||||||||||||||||||
Closing market prices | $ 0.043 | $ 0.0451 | $ 0.0451 | $ 0.0411 | $ 0.0524 | $ 0.0451 | |||||||||||||||
10% Convertible Notes Payable [Member] | |||||||||||||||||||||
Proceeds from issuance of private placements | $ 210,000 | $ 85,000 | $ 46,000 | ||||||||||||||||||
Gross proceeds | $ 579,500 | ||||||||||||||||||||
Number of warrants issued during period | 16,577,142 | ||||||||||||||||||||
Investors [Member] | On 10% Convertible Notes Payable [Member] | |||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||
Convertible into common stock fixed price per share | $ 0.035 | $ 0.035 | |||||||||||||||||||
Investors [Member] | Warrant Purchase Agreement [Member] | |||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | ||||||||||||||||||||
Convertible into common stock fixed price per share | $ 0.035 | ||||||||||||||||||||
Closing market prices | $ 0.035 | ||||||||||||||||||||
Warrant Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | ||||||||||||||||||||
Warrant Purchase Agreement [Member] | Purchaser [Member] | |||||||||||||||||||||
Proceeds from issuance convertible notes payable | $ 238,500 | ||||||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | ||||||||||||||||||||
Percentage of warrants coverage | 100.00% | ||||||||||||||||||||
Chairman and Chief Executive Officer [Member] | |||||||||||||||||||||
Preferred stock purchased, shares | 250 | ||||||||||||||||||||
Preferred stock purchased | $ 250,000 | ||||||||||||||||||||
Percentage of shares held on sale | 33.20% | ||||||||||||||||||||
Voting equity securities on preferred stock | Dr. Lippa did not control, directly or indirectly, 10% or more of the CompanyÂ’s voting equity securities at the time of his investment. | ||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||||||
Convertible preferred stock, per share | $ 1.206190 | $ 8.728190 | $ 0.323705 | ||||||||||||||||||
Preferred stock deemed dividend value | $ 8,376,719 | ||||||||||||||||||||
Investment | $ 2,780,303 | ||||||||||||||||||||
Accrued dividends | $ 4,120 | $ 6,867 | $ 10,926 | ||||||||||||||||||
Series G preferred share convertible into common stock | 77,006,072 | 17,426,119 | 163,093,392 | 7,673,850 | 20,208,752 | ||||||||||||||||
Proceeds from issuance of private placements | $ 443,848 | ||||||||||||||||||||
10% Convertible Notes Payable [Member] | |||||||||||||||||||||
Proceeds from issuance of private placements | $ 85,000 | ||||||||||||||||||||
Accrued and unpaid interest | $ 4,093 | $ 4,093 | 61,388 | $ 4,093 | |||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||||||
Convertible preferred stock issued | 753.22 | 175.28 | |||||||||||||||||||
Convertible preferred stock, per share | $ 1,000 | $ 1,000 | |||||||||||||||||||
Common stock fixed price per share | 0.0033 | 0.0033 | |||||||||||||||||||
Common stock, price per share at closing dates | $ 0.04 | $ 0.0348 | |||||||||||||||||||
Preferred stock deemed dividend value | $ 1,673,127 | ||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Chairman and Chief Executive Officer [Member] | |||||||||||||||||||||
Preferred stock purchased, shares | 250 | ||||||||||||||||||||
Sale of convertible preferred stock shares | 753.22 | ||||||||||||||||||||
Percentage of purchase of convertible preferred stock | 26.90% | ||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Debt instrument due date | Sep. 15, 2016 | ||||||||||||||||||||
Closing market prices | $ 0.035 | $ 0.035 | $ 0.035 | ||||||||||||||||||
Number of warrants issued during period | 8,903,684 | ||||||||||||||||||||
Fair value of convertible notes, percentage | 50.00% | 50.00% | 50.00% | ||||||||||||||||||
Fair value of warrants, percentage | 50.00% | 50.00% | 50.00% | ||||||||||||||||||
Fair value of warrants | 289,106 | ||||||||||||||||||||
Fair value of beneficial conversion feature value | $ 206,689 | 290,394 | |||||||||||||||||||
Convertible notes prinicpal amount | 579,500 | ||||||||||||||||||||
Accrued and unpaid interest | $ 43,758 | ||||||||||||||||||||
Percentage of unpaid interest multiplied | 50.00% | ||||||||||||||||||||
Dividend price per share | $ 0.035 | ||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 0.031 | $ 0.031 | $ 0.031 | ||||||||||||||||||
Fair value of new warrants and extension of old warrants | $ 277,918 | ||||||||||||||||||||
Warrants extension, description | the New Warrants and extension of the original Warrants, of approximately 55% for the Notes, including accrued interest, and approximately 45% for the New Warrants and extension of the original Warrants. | ||||||||||||||||||||
Old Warrants [Member] | |||||||||||||||||||||
Dividend price per share | $ 0.031 | ||||||||||||||||||||
Fixed exercise price of old and new warrants | 0.035 | ||||||||||||||||||||
Old Warrants [Member] | September 15, 2016 [Member] | |||||||||||||||||||||
Number of original warrants issued during period | 16,557,142 | ||||||||||||||||||||
New Warrants [Member] | |||||||||||||||||||||
Dividend price per share | 0.031 | ||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 0.035 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Risk-free interest rate, minimum | 0.30% | 1.50% |
Risk-free interest rate, maximum | 1.70% | 2.70% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 184.00% | 200.00% |
Expected volatility, maximum | 249.00% | 249.00% |
Minimum [Member] | ||
Expected life | 5 years | 5 years |
Maximum [Member] | ||
Expected life | 7 years | 10 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 505,235,433 | 326,546,278 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,679 | 3,679 |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 78,353,485 | 264,465,728 |
10% Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 18,311,079 | 10,674,107 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 156,743,609 | 25,686,096 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 251,823,581 | 25,716,668 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 14, 2015 | Aug. 13, 2015 | Mar. 14, 2015 | Feb. 18, 2015 | Feb. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 09, 2014 | Nov. 05, 2014 | Jun. 25, 2013 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 15, 2015 | Jun. 16, 2015 | Mar. 03, 2015 | Dec. 31, 2013 |
Debt instruments maturity date | Sep. 15, 2015 | ||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||
Note automatically convert into common stock equivalent price | $ 0.035 | ||||||||||||||||
Warrants exercise price per share | $ 0.035 | ||||||||||||||||
Amortization of capitalized financing costs | $ 114,128 | $ 15,648 | |||||||||||||||
Amortization of debt discount | 675,025 | 46,150 | |||||||||||||||
Stockholder's percentage | 20.00% | ||||||||||||||||
Interest expense | $ 902,698 | $ 117,306 | |||||||||||||||
Dr. Lippa [Member] | |||||||||||||||||
Accrued interest payable | $ 877 | ||||||||||||||||
Stockholder's percentage | 10.00% | ||||||||||||||||
Working capital requirements | $ 40,000 | ||||||||||||||||
Advances total | $ 75,000 | ||||||||||||||||
Dr. Arnold S. Lippa [Member] | |||||||||||||||||
Repaid the working capital advances including accrued interest | $ 102 | ||||||||||||||||
Dr. Arnold S. Lippa [Member] | Maximum [Member] | |||||||||||||||||
Due to officer | $ 150,000 | ||||||||||||||||
Percentage of interest rate for due on demand working capital | 0.22% | ||||||||||||||||
10% Convertible Notes Payable [Member] | |||||||||||||||||
Proceeds from issuance of private placements | $ 85,000 | ||||||||||||||||
Converted into common stock | 18,311,079 | 10,674,107 | |||||||||||||||
Number of conversion into common shares attributable to accrued interest | 1,753,936 | 116,964 | |||||||||||||||
Accrued interest payable | $ 4,093 | $ 4,093 | $ 61,388 | $ 4,093 | |||||||||||||
Warrants [Member] | |||||||||||||||||
Debt instruments maturity date | Sep. 15, 2016 | ||||||||||||||||
Warrants exercise price per share | $ 0.031 | $ 0.031 | $ 0.031 | ||||||||||||||
Fair value of beneficial conversion feature value | $ 206,689 | 290,394 | |||||||||||||||
Fair value of warrants | $ 289,106 | ||||||||||||||||
Number of extension warrants issued during period | 8,903,684 | ||||||||||||||||
Exercise of warrant during period | 1,017,000 | ||||||||||||||||
Cashless basis issuance of common stock during period | 47,109 | ||||||||||||||||
Warrants exercised cashless basis gross | $ 35,595 | ||||||||||||||||
Convertible notes prinicpal amount | $ 579,500 | ||||||||||||||||
Accrued interest payable | $ 43,758 | ||||||||||||||||
Percentage of unpaid interest multiplied | 50.00% | ||||||||||||||||
Divided | $ 0.035 | ||||||||||||||||
Warrants extension, description | the New Warrants and extension of the original Warrants, of approximately 55% for the Notes, including accrued interest, and approximately 45% for the New Warrants and extension of the original Warrants. | ||||||||||||||||
New Warrants Issuance [Member] | Investors [Member] | |||||||||||||||||
Debt instruments maturity date | Sep. 15, 2016 | ||||||||||||||||
Fair value of beneficial conversion feature value | $ 206,689 | ||||||||||||||||
Extension of original warrants amount | $ 277,918 | ||||||||||||||||
Number of original warrants issued during period | 16,577,142 | ||||||||||||||||
Charged interest expense | $ 81,249 | ||||||||||||||||
Interest expense | 60,425 | ||||||||||||||||
Aurora Capital LLC [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.035 | ||||||||||||||||
Financing cost paid in cash | $ 33,425 | ||||||||||||||||
Common shares issuable upon conversion | 955,000 | ||||||||||||||||
Warrants issued for placement | 16,557,142 | ||||||||||||||||
Samyang Optics Co Inc [Member] | |||||||||||||||||
Notes payable | $ 399,774 | $ 399,774 | $ 399,774 | $ 399,774 | |||||||||||||
Samyang Optics Co Inc [Member] | US Dollars [Member] | |||||||||||||||||
Secured note payable value | $ 400,000 | ||||||||||||||||
Samyang Two-Year Detachable [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.056 | ||||||||||||||||
Number of placement warrants | 4,000,000 | ||||||||||||||||
Financing costs | $ 21,370 | ||||||||||||||||
Percentage of proceeds of borrowing attributed to debt instrument | 64.00% | ||||||||||||||||
Call right consideration per share | $ 0.001 | ||||||||||||||||
Weighted average closing price per share | $ 0.084 | ||||||||||||||||
Warrants expiration date | Jun. 25, 2014 | ||||||||||||||||
Accrued note payable compounded annual interest percentage | 12.00% | ||||||||||||||||
Warrant Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||
Debt instruments maturity date | Sep. 15, 2015 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.035 | ||||||||||||||||
Financing consisting costs related note payable paid in cash | $ 93,110 | ||||||||||||||||
Percentage of common stock share convertible notes | 42000000.00% | ||||||||||||||||
Black-scholes option-pricing model | $ 12,726 | ||||||||||||||||
Financing costs | 129,776 | ||||||||||||||||
Value of placement warrants | 36,666 | ||||||||||||||||
Amortization of capitalized financing costs | $ 114,128 | 15,648 | |||||||||||||||
Amortization of debt discount | 267,821 | 21,285 | |||||||||||||||
Amortization of debt discount related value attributed beneficial conversion feature | $ 265,529 | $ 24,865 | |||||||||||||||
Private Placement [Member] | Initial Closing [Member] | |||||||||||||||||
Debt instruments maturity date | Sep. 15, 2015 | ||||||||||||||||
Financing consisting costs related note payable paid in cash | $ 16,695 | ||||||||||||||||
Percentage of common stock share convertible notes | 7.00% | ||||||||||||||||
Number of placement warrants | 477,000 | ||||||||||||||||
Common stock exercisable price per share | $ 0.07 | ||||||||||||||||
Private Placement [Member] | Second Closing Fees [Member] | |||||||||||||||||
Financing consisting costs related note payable paid in cash | $ 700 | ||||||||||||||||
Number of placement warrants | 20,000 | ||||||||||||||||
Private Placement [Member] | Third Closing Fees [Member] | |||||||||||||||||
Financing consisting costs related note payable paid in cash | $ 3,500 | ||||||||||||||||
Private Placement [Member] | Fourth Closing Fees [Member] | |||||||||||||||||
Financing consisting costs related note payable paid in cash | 14,700 | ||||||||||||||||
Private Placement [Member] | 2014 Closing 1 [Member] | |||||||||||||||||
Black-scholes option-pricing model | 19,986 | ||||||||||||||||
Private Placement [Member] | 2014 Closing 2 [Member] | |||||||||||||||||
Black-scholes option-pricing model | 614 | ||||||||||||||||
Private Placement [Member] | 2014 Closing 3 [Member] | |||||||||||||||||
Black-scholes option-pricing model | $ 3,340 | ||||||||||||||||
Private Placement [Member] | Third Closing Fees [Member] | |||||||||||||||||
Number of placement warrants | 100,000 | ||||||||||||||||
Private Placement [Member] | Fourth Closing Fees [Member] | |||||||||||||||||
Number of placement warrants | 420,000 | ||||||||||||||||
Private Placement [Member] | 2014 Closing [Member] | |||||||||||||||||
Number of placement warrants | 597,000 | ||||||||||||||||
Premium Financing Agreement [Member] | |||||||||||||||||
Accrued note payable compounded annual interest percentage | 5.08% | ||||||||||||||||
Premium Financing Agreement [Member] | Ten Monthly Installments [Member] | |||||||||||||||||
Debt periodic payment | $ 3,697 | ||||||||||||||||
10% Convertible Notes Payable [Member] | |||||||||||||||||
Proceeds from issuance of private placements | $ 238,500 | ||||||||||||||||
Proceeds from issuance of private placements | $ 210,000 | $ 85,000 | $ 46,000 | ||||||||||||||
Terminated short-term convertible notes and warrants | $ 579,500 | ||||||||||||||||
Number of extension warrants issued during period | 16,577,142 | ||||||||||||||||
Promissory Note [Member] | |||||||||||||||||
Early repayment of promissory note, date | Feb. 14, 2016 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - 10% Convertible Notes Payable [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Principal amount of notes payable | $ 579,500 | $ 369,500 |
Add accrued interest payable | 61,388 | 4,093 |
Notes payable, gross | 640,888 | 373,593 |
Less unamortized discounts Stock warrants | (196,669) | (155,264) |
Less unamortized discounts beneficial conversion Feature | (146,263) | (168,086) |
Convertible notes payable | $ 297,956 | $ 50,243 |
Notes Payable - Summary of Note
Notes Payable - Summary of Note Payable to Related Party (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total note payable | $ 561,568 | $ 526,257 |
Samyang Optics Co Inc [Member] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 171,257 | 122,618 |
Foreign currency transaction adjustment | (9,463) | 3,865 |
Total note payable | $ 561,568 | $ 526,257 |
Project Advance (Details Narrat
Project Advance (Details Narrative) | Sep. 02, 2014USD ($)$ / sharesshares | Jun. 30, 2000USD ($) | Dec. 31, 2015$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2003Integer | Dec. 31, 2002Integer |
Gain on settlement of project advance | $ 287,809 | |||||
MCI [Member] | ||||||
Proceeds from institute for study of aging to fund testing | $ 247,300 | |||||
Number of patients | Integer | 175 | 175 | ||||
Debt, accrued interest rate | one-half of the prime lending rate | |||||
Conversion price per share prepaid in common stock | $ / shares | $ 4.50 | |||||
Release Agreement [Member] | ||||||
Outstanding obligation balance | $ 336,809 | |||||
Accrued interest | $ 89,509 | |||||
Common shares issuable upon conversion | shares | 1,000,000 | |||||
Common shares issued during period value | $ 49,000 | |||||
Shares issued price per share | $ / shares | $ 0.049 | |||||
Note And Loan Support Agreement [Member] | ||||||
Number of common stock shares as settlement of obligation | shares | 1,000,000 |
Settlements (Details Narrative)
Settlements (Details Narrative) | Sep. 28, 2015USD ($)$ / shares | Jun. 30, 2015USD ($) | Jun. 29, 2015USD ($)shares | Apr. 08, 2015USD ($)$ / sharesshares | Jan. 29, 2015USD ($)$ / sharesshares | Sep. 02, 2014USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)Integer$ / sharesshares | Dec. 31, 2014USD ($)Integer$ / sharesshares |
Stock option exercise price per share | $ / shares | $ 0.0278 | ||||||||
Accrued interest | $ 61,388 | $ 4,093 | |||||||
Outstanding obligation balance | 3,641,259 | ||||||||
Gain on settlements with service providers | $ 75,375 | $ 393,590 | |||||||
Minimum [Member] | |||||||||
Stock option period | 5 years | 5 years | |||||||
Maximum [Member] | |||||||||
Stock option period | 7 years | 10 years | |||||||
Executed Settlement Agreements [Member] | |||||||||
Gain on settlements | $ 287,809 | ||||||||
Executed Settlement Agreements [Member] | Options Tranche One [Member] | |||||||||
Stock option exercise price per share | $ / shares | $ 0.0473 | ||||||||
Stock options exercisable | shares | 2,520,442 | ||||||||
Stock options exercisable per share | $ / shares | $ 0.0476 | ||||||||
Executed Settlement Agreements [Member] | Tranche Two [Member] | |||||||||
Stock option exercise price per share | $ / shares | $ 0.0168 | ||||||||
Stock option period | 5 years | ||||||||
Stock option fair value | $ 488,847 | ||||||||
Stock options exercisable | shares | 29,098,028 | ||||||||
Stock options exercisable per share | $ / shares | $ 0.0175 | ||||||||
Executed Settlement Agreements [Member] | Options Tranche One [Member] | |||||||||
Stock option period | 5 years | ||||||||
Stock option fair value | $ 119,217 | ||||||||
Executed Settlement Agreements [Member] | Four Former Executives [Member] | |||||||||
Number of former executives | Integer | 4 | ||||||||
Amount of claims settled | $ 1,336,264 | ||||||||
Made cash payment to settlement | $ 118,084 | ||||||||
Issuance of stock options to purchase of common stock | shares | 4,300,000 | ||||||||
Stock option exercise price per share | $ / shares | $ 0.04 | ||||||||
Stock option fair value | $ 179,910 | ||||||||
Gain on settlements | $ 1,038,270 | ||||||||
Executed Settlement Agreements [Member] | Four Former Executives [Member] | Minimum [Member] | |||||||||
Stock option period | 5 years | ||||||||
Executed Settlement Agreements [Member] | Four Former Executives [Member] | Maximum [Member] | |||||||||
Stock option period | 10 years | ||||||||
Executed Settlement Agreements [Member] | Two Former Professional Service Providers [Member] | |||||||||
Amount of claims settled | $ 496,514 | ||||||||
Made cash payment to settlement | $ 60,675 | ||||||||
Issuance of stock options to purchase of common stock | shares | 1,250,000 | ||||||||
Stock option exercise price per share | $ / shares | $ 0.04 | ||||||||
Stock option period | 5 years | ||||||||
Stock option fair value | $ 42,250 | ||||||||
Gain on settlements | $ 393,590 | ||||||||
Number of former service provider | Integer | 2 | ||||||||
Executed Settlement Agreements [Member] | Four Current Professional Service Providers [Member] | |||||||||
Amount of claims settled | $ 15,000 | ||||||||
Issuance of stock options to purchase of common stock | shares | 31,618,470 | ||||||||
Number of current professional service providers | Integer | 4 | ||||||||
Outstanding obligation balance | $ 916,827 | ||||||||
Notes payable | $ 59,763 | ||||||||
Number of common stock shares issued | shares | 9,064,286 | ||||||||
Number of common stock value | $ 158,625 | ||||||||
Shares issued price per share | $ / shares | $ 0.0175 | ||||||||
Settlement Agreements [Member] | Former Vice President and Chief Financial Officer [Member] | |||||||||
Made cash payment to settlement | $ 26,000 | $ 6,000 | |||||||
Issuance of stock options to purchase of common stock | shares | 500,000 | ||||||||
Stock option exercise price per share | $ / shares | $ 0.0512 | ||||||||
Stock option period | 5 years | ||||||||
Stock option fair value | $ 25,450 | ||||||||
Gain on settlements | $ 92,550 | ||||||||
Portion of cash settlement paid | $ 1,500 | ||||||||
Settlement Agreements [Member] | Former Vice President and Chief Financial Officer [Member] | |||||||||
Made cash payment to settlement | $ 3,000 | $ 3,000 | $ 15,500 | ||||||
Issuance of stock options to purchase of common stock | shares | 50,000 | ||||||||
Stock option exercise price per share | $ / shares | $ 0.018 | ||||||||
Stock option period | 5 years | ||||||||
Stock option fair value | $ 840 | ||||||||
Gain on settlements | 91,710 | ||||||||
Due to related party | 12,500 | ||||||||
Accrued interest | $ 775 | ||||||||
Settlement Agreements [Member] | Patent Law Firms [Member] | |||||||||
Amount of claims settled | $ 15,000 | ||||||||
Issuance of stock options to purchase of common stock | shares | 2,520,442 | ||||||||
Stock option exercise price per share | $ / shares | $ 0.0476 | ||||||||
Stock option period | 5 years | ||||||||
Stock option fair value | $ 119,217 | ||||||||
Due to related party | 194,736 | ||||||||
Short-term unsecured note payable | 59,763 | ||||||||
Capital stock net proceeds | $ 2,000,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 11, 2015 | Sep. 28, 2015 | Sep. 14, 2015 | Aug. 28, 2015 | Aug. 25, 2015 | Aug. 18, 2015 | Aug. 18, 2015 | Aug. 13, 2015 | Mar. 18, 2015 | Dec. 16, 2014 | Oct. 15, 2014 | Sep. 26, 2014 | Sep. 18, 2014 | Sep. 05, 2014 | Sep. 03, 2014 | Aug. 25, 2014 | Jul. 17, 2014 | Jul. 17, 2014 | Apr. 17, 2014 | Apr. 15, 2014 | Apr. 14, 2014 | Mar. 18, 2014 | Aug. 10, 2012 | Jun. 25, 2012 | Dec. 31, 2015 | Nov. 02, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares designated | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | |||||||||||||||||||||||||||||||
Preferred stock voting | Cumulative Convertible Preferred Stock (non-voting, “9% Preferred Stock”) | ||||||||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 1.50% | 1.50% | |||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 78,353,485 | 264,465,728 | 78,353,485 | 264,465,728 | |||||||||||||||||||||||||||||||
Purchase price per share | $ 0.056 | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.0186 | $ 0.0451 | $ 0.0186 | $ 0.0451 | |||||||||||||||||||||||||||||||
Common shares issuable upon conversion of series G | 26,364,285 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | |||||||||||||||||||||||||||||||
Awarded an aggregate shares to directors | 5,000,000 | ||||||||||||||||||||||||||||||||||
Fair value of stock awards, per share | $ 0.0278 | $ 0.0278 | |||||||||||||||||||||||||||||||||
Intrinsic value of exercisable of option | $ 760,304 | ||||||||||||||||||||||||||||||||||
Number of Warrants, Outstanding, Exercisable | 156,743,609 | 25,686,096 | 156,743,609 | 25,686,096 | 4,000,000 | ||||||||||||||||||||||||||||||
Stock awards value | $ 196,000 | ||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 117,000 | ||||||||||||||||||||||||||||||||||
Fair value of market price per share | $ 0.0186 | $ 0.0278 | $ 0.0186 | $ 0.0278 | |||||||||||||||||||||||||||||||
Stock warrant intrinsic value of exercisable | $ 195,086 | $ 20,925 | $ 195,086 | $ 20,925 | |||||||||||||||||||||||||||||||
Number of unvested stock options shares outstanding | 107,290,650 | 107,290,650 | |||||||||||||||||||||||||||||||||
Number of unvested stock options value outstanding | $ 2,048,000 | ||||||||||||||||||||||||||||||||||
Unvested stock option weighted-average period | 8 years 2 months 12 days | ||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 144,041,556 | 489,846,883 | 232,145,326 | 489,846,883 | 232,145,326 | ||||||||||||||||||||||||||||||
Issuance of contingent shares of common stock | 2,111,445 | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares reserved for future issuance | 18,311,079 | 18,311,079 | |||||||||||||||||||||||||||||||||
Convertible preferred stock, shares unreserved for future issuance | 358,747,395 | 358,747,395 | |||||||||||||||||||||||||||||||||
Issuance of stock upon exercise of outstanding stock options | 168,890,074 | 25,716,668 | 25,716,668 | 168,890,074 | 25,716,668 | 5,166,668 | |||||||||||||||||||||||||||||
Common stock, shares issued | 489,846,883 | 232,145,326 | 489,846,883 | 232,145,326 | |||||||||||||||||||||||||||||||
Stock options to purchase | 251,823,581 | 25,716,668 | 25,716,668 | 251,823,581 | 25,716,668 | 5,166,668 | |||||||||||||||||||||||||||||
Stock option exerciable per share | $ 0.069 | ||||||||||||||||||||||||||||||||||
Stock option intrinsic value of exercisable | $ 32,063 | ||||||||||||||||||||||||||||||||||
Number of common stock reserved for issuance | 551,405,722 | 551,405,722 | |||||||||||||||||||||||||||||||||
Share granted during peirod | 226,106,913 | 20,550,000 | |||||||||||||||||||||||||||||||||
Deferred compensation expense | $ 82,933,507 | ||||||||||||||||||||||||||||||||||
Unvested stock options | $ 1,280,000 | $ 1,280,000 | |||||||||||||||||||||||||||||||||
Fair market value per shares | $ 0.0186 | $ 0.0451 | $ 0.0186 | $ 0.0451 | |||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 58,417,893 | ||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 928,500 | ||||||||||||||||||||||||||||||||||
Percentage of common stock issued | 41.00% | ||||||||||||||||||||||||||||||||||
Issue additional contingent consideration | 18,314,077 | ||||||||||||||||||||||||||||||||||
Option available for grant | 20,551,702 | 20,551,702 | |||||||||||||||||||||||||||||||||
Fair value of common stock | $ 3,271,402 | ||||||||||||||||||||||||||||||||||
Research and Development Member [Member] | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 363,551 | 99,000 | |||||||||||||||||||||||||||||||||
Samyang Optics Co Inc [Member] | |||||||||||||||||||||||||||||||||||
Issuance of warrants to purchase of common stock | 4,000,000 | ||||||||||||||||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 0.056 | ||||||||||||||||||||||||||||||||||
Common stock exceeds price per share | $ 0.084 | ||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 2,342,895 | $ 3,131,500 | |||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||
Stock option period | 5 years | 5 years | |||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||
Stock option period | 7 years | 10 years | |||||||||||||||||||||||||||||||||
Tranche Two [Member] | Placement Agents [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 1.50% | ||||||||||||||||||||||||||||||||||
Received cash fees | $ 3,465 | ||||||||||||||||||||||||||||||||||
Percentage of common stock shares converted into convertible preferred stock | 12.00% | ||||||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 120.00% | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 220,321 | ||||||||||||||||||||||||||||||||||
Preferred stock fixed conversation price per share | $ 0.00396 | ||||||||||||||||||||||||||||||||||
Convertible preferred stock exercisable period | 5 years | ||||||||||||||||||||||||||||||||||
Private placement | $ 220,321 | ||||||||||||||||||||||||||||||||||
2014 Equity Plan [Member] | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 105,633,002 | ||||||||||||||||||||||||||||||||||
2015 Stock and Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||
Option available for grant | 23,507,142 | 23,507,142 | |||||||||||||||||||||||||||||||||
2015 Plan [Member] | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 80,000,000 | ||||||||||||||||||||||||||||||||||
2014 Plan [Member] | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 5,081,300 | ||||||||||||||||||||||||||||||||||
Placement Agents [Member] | Tranche Two [Member] | |||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.00396 | $ 0.00396 | |||||||||||||||||||||||||||||||||
Issuance of warrants to acquire common stock | 6,386,120 | 6,386,120 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 1.50% | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 66.68888 | 57.506190 | 538.208190 | 25.323705 | 538.208190 | 57.506190 | |||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 1.206190 | $ 8.728190 | $ 0.323705 | $ 8.728190 | $ 1.206190 | ||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 20,208,752 | 77,006,072 | 17,426,119 | 163,093,392 | 7,673,850 | 163,093,392 | 17,426,119 | ||||||||||||||||||||||||||||
Number of stock issued for service | 12,865,151 | ||||||||||||||||||||||||||||||||||
Received cash fees | $ 3,955 | ||||||||||||||||||||||||||||||||||
Percentage of common stock shares converted into convertible preferred stock | 5.6365% | ||||||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 120.00% | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 443,848 | ||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion of series G | 303,030.3 | 281,363,634 | |||||||||||||||||||||||||||||||||
Preferred stock fixed conversation price per share | $ 0.0033 | ||||||||||||||||||||||||||||||||||
Financing fee | $ 2,800 | ||||||||||||||||||||||||||||||||||
Purchase of warrants | 10,427,029 | ||||||||||||||||||||||||||||||||||
Convertible preferred stock exercisable period | 5 years | ||||||||||||||||||||||||||||||||||
Dividends preferred stock | $ 4,120 | $ 6,867 | $ 10,926 | ||||||||||||||||||||||||||||||||
Issuance of additional shares | $ 0.68888 | $ 6.9 | $ 10.9 | ||||||||||||||||||||||||||||||||
Private placement | $ 443,848 | ||||||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 928.5 | ||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 928,500 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | 1.5% Dividend [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 1.50% | ||||||||||||||||||||||||||||||||||
Accrued dividends | $ 6,847 | $ 10,237 | $ 6,847 | $ 10,237 | |||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 2,074,698 | 3,102,094 | 2,074,698 | 3,102,094 | |||||||||||||||||||||||||||||||
Common shares issuable upon conversion of series G | 78,353,485 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,859 | $ 10,237 | $ 5,859 | $ 10,237 | |||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,405,000,000 | 1,405,000,000 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion of series G | 4,395,018 | ||||||||||||||||||||||||||||||||||
Private placement representing the acquire number of share | 1,400,000 | 2,412,878 | 2,112,879 | ||||||||||||||||||||||||||||||||
Resulted issuance of common stock | 1,326,080 | 1,126,814 | 1,942,124 | ||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 5,544 | $ 4,778 | $ 8,367 | $ 18,689 | |||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 0.04 | ||||||||||||||||||||||||||||||||||
Fair value of stock awards | $ 2,280,000 | ||||||||||||||||||||||||||||||||||
Percentage of Amount financing to paid the compensation | 81.00% | ||||||||||||||||||||||||||||||||||
Series G 1.5% Cumulative Mandatorily Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Private placement representing the acquire number of share | 2,412,878 | ||||||||||||||||||||||||||||||||||
Resulted issuance of common stock | 1,087,001 | ||||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 4,778 | ||||||||||||||||||||||||||||||||||
Cashless basis issuance of common stock during period | 1,206,439 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock One [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 621.038085 | 57.506190 | 621.038085 | ||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 10.258085 | $ 1.206190 | $ 10.258085 | ||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 188,193,359 | 17,426,119 | 188,193,359 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Fair value of stock awards, per share | $ 0.049 | ||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 50.00% | 25.00% | |||||||||||||||||||||||||||||||||
Sale of stock consideration, value | |||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 939,710 | $ 3,000,000 | $ 1,194,710 | ||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 10,391,349 | 34,292,917 | 12,125,536 | ||||||||||||||||||||||||||||||||
Number of warrants issued during period | 24,251,072 | ||||||||||||||||||||||||||||||||||
Private placement | $ 939,710 | $ 3,000,000 | $ 1,194,710 | ||||||||||||||||||||||||||||||||
Sale of stock consideration, value | 218,530 | $ 721,180 | $ 255,000 | ||||||||||||||||||||||||||||||||
Employment Agreements [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 201,510 | ||||||||||||||||||||||||||||||||||
Stock option fair value | 609,000 | ||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | March 31, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | June 30, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | September 30, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 10,000,000 | ||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.0216 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | ||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 0.0197 | ||||||||||||||||||||||||||||||||||
Consulting Agreement For Investor Relations Services [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 12,857 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 2,857,143 | ||||||||||||||||||||||||||||||||||
Stock option fair value | $ 58,286 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Dec. 11, 2020 | ||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 0.021 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares undesignated | 3,505,800 | 3,505,800 | |||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 5,000,000 | ||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 15,000,000 | 15,000,000 | |||||||||||||||||||||||||||||||||
Fair value of stock option | $ 655,500 | ||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 0.044 | ||||||||||||||||||||||||||||||||||
Common stock exceeds price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 133,907 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 55,000,000 | ||||||||||||||||||||||||||||||||||
Stock option fair value | $ 430,800 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | March 31, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | June 30, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 9,000,000 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2020 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | September 30, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 12,000,000 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2014 Equity Plan [Member] | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 250,000,000 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||||||||||||||||||||
Stock option period | 10 years | ||||||||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 150,000,000 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 21,000,000 | 15,000,000 | |||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.0216 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | ||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 0.0197 | ||||||||||||||||||||||||||||||||||
Chairman and Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock voting | Dr. Lippa did not control, directly or indirectly, 10% or more of the CompanyÂ’s voting equity securities at the time of his investment. | ||||||||||||||||||||||||||||||||||
Chairman and Chief Executive Officer [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | $ 250,000 | ||||||||||||||||||||||||||||||||||
Stock issued for services, Shares | 250 | ||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | $ 57,000,000 | ||||||||||||||||||||||||||||||||||
Executive One [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | 15,000,000 | ||||||||||||||||||||||||||||||||||
Stock issued for services, Shares | 5,000,000 | ||||||||||||||||||||||||||||||||||
Executive Two [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | 15,000,000 | ||||||||||||||||||||||||||||||||||
Stock issued for services, Shares | 5,000,000 | ||||||||||||||||||||||||||||||||||
Executive Three [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | 15,000,000 | ||||||||||||||||||||||||||||||||||
Stock issued for services, Shares | 5,000,000 | ||||||||||||||||||||||||||||||||||
Individual One [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | 4,000,000 | ||||||||||||||||||||||||||||||||||
Individual Two [Member] | |||||||||||||||||||||||||||||||||||
Stock issued to for services | $ 8,000,000 | ||||||||||||||||||||||||||||||||||
Sapirstein and Katryn Macfarlane [Member] | 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||
Awarded an aggregate shares to directors | 4,000,000 | ||||||||||||||||||||||||||||||||||
Sapirstein and Katryn Macfarlane [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Awarded an aggregate shares to directors | 2,000,000 | ||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Dr. Greer [Member] | |||||||||||||||||||||||||||||||||||
Fair value of stock awards | $ 99,000 | $ 33,000 | |||||||||||||||||||||||||||||||||
Fair value of stock awards, per share | $ 0.066 | ||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 2,000,000 | ||||||||||||||||||||||||||||||||||
Percentage of awards vesting upon chairman appointment | 25.00% | ||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||||||||||
Mr Purcell [Member] | |||||||||||||||||||||||||||||||||||
Awarded an aggregate shares to directors | 2,000,000 | ||||||||||||||||||||||||||||||||||
Fair value of closing stock share per price | $ 0.078 | ||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Stock option fair value | $ 156,000 | ||||||||||||||||||||||||||||||||||
Three Executive Officers [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | 25.00% | 50.00% | ||||||||||||||||||||||||||||||||
Share granted during peirod | 15,000,000 | ||||||||||||||||||||||||||||||||||
Five Other Individuals [Member] | |||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0075 | $ 0.0075 | |||||||||||||||||||||||||||||||||
Charge to operations with stock options | 945,400 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 2,000,000 | ||||||||||||||||||||||||||||||||||
Stock option fair value | 946,000 | ||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.0175 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 0.025 | ||||||||||||||||||||||||||||||||||
Dr. Manuso [Member] | |||||||||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 85,081,300 | ||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 50.00% | ||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 1,223,772 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 80,000,000 | ||||||||||||||||||||||||||||||||||
Stock option fair value | $ 1,786,707 | ||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.0216 | ||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2025 | ||||||||||||||||||||||||||||||||||
Dr. Manuso [Member] | February 18, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Dr. Manuso [Member] | August 18, 2016 [Member] | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | ||||||||||||||||||||||||||||||||||
Officer And Director [Member] | |||||||||||||||||||||||||||||||||||
Stock option exerciable per share | $ 0.06 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 7,361,668 | ||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 0.09812 | $ 0.09812 | $ 0.09812 | $ 0.09812 | |||||||||||||||||||||||||||||||
Effective conversion price per share of common stock | $ 6.795 | $ 6.795 | $ 6.795 | $ 6.795 | |||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 3,679 | 3,679 | 3,679 | 3,679 | |||||||||||||||||||||||||||||||
Preferred stock redemption amount | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | |||||||||||||||||||||||||||||||
Redeemed preferred stock price per share | $ 0.6667 | $ 0.6667 | $ 0.6667 | $ 0.6667 | |||||||||||||||||||||||||||||||
Preferred stock conversion into common stock description | Each share of Series B Preferred Stock is convertible into approximately 0.09812 shares of common stock at an effective conversion price of $6.795 per share of common stock, which is subject to adjustment under certain circumstances. | Each share of Series B Preferred is convertible into approximately 0.09812 shares of common stock at an effective conversion price of $6.795 per share of common stock, subject to adjustment under certain circumstances. | |||||||||||||||||||||||||||||||||
Convertible preferred stock, shares reserved for future issuance | 3,679 | 3,679 | |||||||||||||||||||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 205,000 | 205,000 | 205,000 | 205,000 | |||||||||||||||||||||||||||||||
Number of stock shares awarded | 55,000,000 | 55,000,000 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares designated | 1,700 | 1,700 | 1,700 | 1,700 | |||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||
Purchase price per share | 0.0348 | 0.04 | |||||||||||||||||||||||||||||||||
Fair market value per shares | 0.0033 | $ 0.0033 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||||
Purchase price per share | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||
Aggregate purchase amount of shares | $ 753,220 | $ 175,280 | |||||||||||||||||||||||||||||||||
Fair value of stock awards | $ 2,280,000 | ||||||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 753.22 | 175.28 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||
Aggregate purchase amount of shares | $ 928,500 | ||||||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 928.5 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Placement Agents [Member] | |||||||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 120.00% | ||||||||||||||||||||||||||||||||||
Preferred stock fixed conversation price per share | $ 0.00396 | ||||||||||||||||||||||||||||||||||
Convertible preferred stock exercisable period | 5 years | ||||||||||||||||||||||||||||||||||
Resulted issuance of common stock | 19,251,271 | ||||||||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 35,595 | ||||||||||||||||||||||||||||||||||
Cashless basis issuance of common stock during period | 47,109 | ||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 8,903,684 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 43,758 | ||||||||||||||||||||||||||||||||||
Number of Warrants, Outstanding, Exercisable | 156,743,609 | 25,686,096 | 156,743,609 | 25,686,096 | |||||||||||||||||||||||||||||||
Fair value of market price per share | $ 0.0451 | $ 0.0451 | |||||||||||||||||||||||||||||||||
Stock warrant intrinsic value of exercisable | $ 710,501 | $ 710,501 | |||||||||||||||||||||||||||||||||
Warrants [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 250,000 | ||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 20,782,698 | 68,585,834 | 2,240,517 | ||||||||||||||||||||||||||||||||
Private placement | $ 250,000 | ||||||||||||||||||||||||||||||||||
Private placement per unit price | $ 0.02103 | ||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 6.50% | ||||||||||||||||||||||||||||||||||
Warrant exercisable date | Sep. 30, 2020 | ||||||||||||||||||||||||||||||||||
Warrant exercised price per share | $ 0.02103 | ||||||||||||||||||||||||||||||||||
Fee paid | $ 47,118 | $ 47,118 | |||||||||||||||||||||||||||||||||
Warrants [Member] | Purchase Agreement [Member] | Second Closing [Member] | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 884,594 | ||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 8.50% | ||||||||||||||||||||||||||||||||||
Fee paid | $ 18,603 | $ 18,603 | |||||||||||||||||||||||||||||||||
Warrants [Member] | Purchase Agreement [Member] | Third Closing [Member] | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 1,212,553 | ||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 10.00% | ||||||||||||||||||||||||||||||||||
Service cost paid | $ 10,164 | ||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 25,500 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 25,686,096 | 4,000,000 |
Number of Warrants, Outstanding, Exercisable, Beginning balance | 25,686,096 | 4,000,000 |
Number of Warrants, Issued | 133,280,952 | 30,405,414 |
Number of Warrants, Exercised | (2,223,439) | (4,719,318) |
Number of Warrants, Expired | (4,000,000) | |
Number of Warrants, Outstanding, Ending balance | 156,743,609 | 25,686,096 |
Number of Warrants, Outstanding, Exercisable Ending balance | 156,743,609 | 25,686,096 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.01744 | $ 0.05600 |
Weighted Average Exercise Price, Exercisable Beginning | 0.01744 | 0.05600 |
Weighted Average Exercise Price, Issued | 0.02253 | 0.01535 |
Weighted Average Exercise Price, Exercised | $ 0.01816 | 0.00396 |
Weighted Average Exercise Price, Expired | 0.05600 | |
Weighted Average Exercise Price, Outstanding, Ending | $ 0.02185 | 0.01744 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.02185 | $ 0.01744 |
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years) | 3 years 11 months 19 days | 2 years 8 months 27 days |
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years) | 3 years 11 months 19 days | 2 years 8 months 27 days |
Stockholders' Deficiency - Sc37
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants, Outstanding (Shares) | 156,743,609 | 25,686,096 | 4,000,000 |
Warrants, Exercisable (Shares) | 156,743,609 | 25,686,096 | 4,000,000 |
Warrants [Member] | |||
Warrants, Outstanding (Shares) | 156,743,609 | 25,686,096 | |
Warrants, Exercisable (Shares) | 156,743,609 | 25,686,096 | |
Exercise Price Range One [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 0.00396 | $ 0.00396 | |
Warrants, Outstanding (Shares) | 13,325,514 | 14,531,953 | |
Warrants, Exercisable (Shares) | 13,325,514 | 14,531,953 | |
Warrants, Expiration Date | Apr. 17, 2019 | Apr. 17, 2019 | |
Exercise Price Range Two [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 0.02103 | $ 0.03500 | |
Warrants, Outstanding (Shares) | 117,957,268 | 11,154,143 | |
Warrants, Exercisable (Shares) | 117,957,268 | 11,154,143 | |
Warrants, Expiration Date | Sep. 30, 2020 | Sep. 15, 2015 | |
Exercise Price Range Three [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 0.03500 | ||
Warrants, Outstanding (Shares) | 25,460,827 | ||
Warrants, Exercisable (Shares) | 25,460,827 | ||
Warrants, Expiration Date | Sep. 15, 2016 |
Stockholders' Deficiency - Sc38
Stockholders' Deficiency - Schedule of Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 25,716,668 | 5,166,668 |
Number of Options, Exercisable, Beginning balance | 25,716,668 | 5,166,668 |
Number of Options, Granted | 226,106,913 | 20,550,000 |
Number of Options, Expired | ||
Number of Options, Forfeited | ||
Number of Options, Outstanding, Ending balance | 251,823,581 | 25,716,668 |
Number of Options, Exercisable, Ending balance | 168,890,074 | 25,716,668 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.0503 | $ 0.0600 |
Weighted Average Exercise Price, Exercisable, Beginning | 0.0503 | 0.0600 |
Weighted Average Exercise Price, Granted | $ 0.0211 | $ 0.0480 |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding, Ending | $ 0.0241 | $ 0.0503 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.0262 | $ 0.0503 |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 7 years 11 days | 5 years 5 months 12 days |
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) | 6 years 6 months 26 days | 5 years 5 months 12 days |
Stockholders' Deficiency - Sc39
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Options Outstanding (Shares) | 251,823,581 | 25,716,668 | 25,716,668 | 5,166,668 |
Options Exercisable (Shares) | 168,890,074 | 25,716,668 | 25,716,668 | 5,166,668 |
Stock Option One [Member] | ||||
Options Exercise Price | $ 0.0175 | $ 0.0400 | ||
Options Outstanding (Shares) | 29,148,028 | 2,400,000 | ||
Options Exercisable (Shares) | 29,148,028 | 2,400,000 | ||
Options, Expiration Date | Jun. 30, 2020 | Mar. 13, 2019 | ||
Stock Option Two [Member] | ||||
Options Exercise Price | $ 0.0197 | $ 0.0400 | ||
Options Outstanding (Shares) | 9,000,000 | 1,250,000 | ||
Options Exercisable (Shares) | 2,250,000 | 1,250,000 | ||
Options, Expiration Date | Aug. 18, 2020 | Apr. 14, 2019 | ||
Stock Option Three [Member] | ||||
Options Exercise Price | $ 0.0197 | $ 0.0430 | ||
Options Outstanding (Shares) | 42,000,000 | 1,100,000 | ||
Options Exercisable (Shares) | 10,500,000 | 1,100,000 | ||
Options, Expiration Date | Aug. 18, 2022 | Mar. 14, 2024 | ||
Stock Option Four [Member] | ||||
Options Exercise Price | $ 0.0197 | $ 0.0490 | ||
Options Outstanding (Shares) | 85,081,300 | 800,000 | ||
Options Exercisable (Shares) | 42,540,650 | 800,000 | ||
Options, Expiration Date | Aug. 18, 2025 | Feb. 28, 2024 | ||
Stock Option Five [Member] | ||||
Options Exercise Price | $ 0.0210 | $ 0.0500 | ||
Options Outstanding (Shares) | 2,857,143 | 15,000,000 | ||
Options Exercisable (Shares) | 714,286 | 15,000,000 | ||
Options, Expiration Date | Dec. 11, 2020 | Jul. 17, 2019 | ||
Stock Option Six [Member] | ||||
Options Exercise Price | $ 0.0250 | $ 0.0600 | ||
Options Outstanding (Shares) | 55,000,000 | 3,083,334 | ||
Options Exercisable (Shares) | 55,000,000 | 3,083,334 | ||
Options, Expiration Date | Jun. 30, 2022 | Jul. 17, 2022 | ||
Stock Option Seven [Member] | ||||
Options Exercise Price | $ 0.0400 | $ 0.0060 | ||
Options Outstanding (Shares) | 2,400,000 | |||
Options Exercisable (Shares) | 2,400,000 | |||
Options, Expiration Date | Mar. 13, 2019 | Aug. 10, 2022 | ||
Stock Option Eight [Member] | ||||
Options Exercise Price | $ 0.0400 | |||
Options Outstanding (Shares) | 1,250,000 | 2,083,334 | ||
Options Exercisable (Shares) | 1,250,000 | 2,083,334 | ||
Options, Expiration Date | Apr. 14, 2019 | |||
Stock Option Nine [Member] | ||||
Options Exercise Price | $ 0.0430 | |||
Options Outstanding (Shares) | 1,100,000 | |||
Options Exercisable (Shares) | 1,100,000 | |||
Options, Expiration Date | Mar. 14, 2024 | |||
Stock Option Ten [Member] | ||||
Options Exercise Price | $ 0.0476 | |||
Options Outstanding (Shares) | 2,520,442 | |||
Options Exercisable (Shares) | 2,520,442 | |||
Options, Expiration Date | Apr. 8, 2020 | |||
Stock Option Eleven [Member] | ||||
Options Exercise Price | $ 0.0490 | |||
Options Outstanding (Shares) | 800,000 | |||
Options Exercisable (Shares) | 800,000 | |||
Options, Expiration Date | Feb. 28, 2024 | |||
Stock Option Twelve[Member] | ||||
Options Exercise Price | $ 0.0500 | |||
Options Outstanding (Shares) | 15,000,000 | |||
Options Exercisable (Shares) | 15,000,000 | |||
Options, Expiration Date | Jul. 17, 2019 | |||
Stock Option Thirteen [Member] | ||||
Options Exercise Price | $ 0.0512 | |||
Options Outstanding (Shares) | 500,000 | |||
Options Exercisable (Shares) | 500,000 | |||
Options, Expiration Date | Jan. 29, 2020 | |||
Stock Option Fourteen [Member] | ||||
Options Exercise Price | $ 0.0600 | |||
Options Outstanding (Shares) | 3,083,334 | |||
Options Exercisable (Shares) | 3,083,334 | |||
Options, Expiration Date | Jul. 17, 2022 | |||
Stock Option Fifeen [Member] | ||||
Options Exercise Price | $ 0.0600 | |||
Options Outstanding (Shares) | 2,083,334 | |||
Options Exercisable (Shares) | 2,083,334 | |||
Options, Expiration Date | Aug. 10, 2022 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Percentage of federal tax rate | (35.00%) | (35.00%) |
Research and Development Member [Member] | ||
Net operating loss carryforwards expiration term | from 2016 through 2032. | |
California [Member] | ||
Operating loss carryforwards | $ 92,084,000 | |
Deferred tax assets, tax credit carryforwards, research and developement | $ 1,146,000 | |
Federal Tax [Member] | ||
Percentage of federal tax rate | 35.00% | |
Operating loss carryforwards | $ 88,965,000 | |
Net operating loss carryforwards expiration term | from 2016 through 2035. | |
Deferred tax assets, tax credit carryforwards, research and developement | $ 2,093,000 | |
State Tax [Member] | ||
Operating loss carryforwards | 94,668,000 | |
State Tax [Member] | New Jersey [Member] | ||
Operating loss carryforwards | $ 2,584,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development costs | $ 150,000 | $ 150,000 |
Research and development credits | 3,239,000 | 3,239,000 |
Stock-based compensation | 1,496,000 | $ 468,000 |
Stock options issued in connection with the payment of debt | 276,000 | |
Net operating loss carryforwards | 36,663,000 | $ 35,977,000 |
Accrued compensation | 290,000 | 59,000 |
Accrued interest due to related party | 70,000 | 109,000 |
Other, net | 13,000 | 32,000 |
Total deferred tax assets | 42,197,000 | 40,034,000 |
Valuation allowance | $ (42,197,000) | $ (40,034,000) |
Net deferred tax assets |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (35.00%) | (35.00%) |
Stock-based compensation | 27.50% | |
Change in valuation allowance | 31.10% | 7.60% |
Amortization of warrant discounts | 4.00% | |
Fair value of stock options issued in payment of debt | 0.50% | |
Other | (0.10%) | (0.60%) |
Effective tax rate | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2013 | |
Cash bonuses | $ 215,000 | |||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | ||||
Cash bonuses | 215,000 | |||
Executive Officers [Member] | ||||
Cash bonuses | 195,000 | |||
Independent [Member] | ||||
Cash bonuses | 20,000 | |||
Jeff E. Margolis [Member] | ||||
Cash bonuses | 60,000 | |||
Cash compensation | 10,000 | |||
Robert N Weingarten [Member] | ||||
Cash bonuses | 60,000 | |||
Cash compensation | 10,000 | |||
James E. Sapirstein [Member] | ||||
Cash bonuses | 10,000 | |||
Cash compensation | 5,000 | |||
Kathryn MacFarlane [Member] | ||||
Cash bonuses | 10,000 | |||
Cash compensation | 5,000 | |||
Aurora Capital LLC [Member] | ||||
Reimbursement for legal fees accrued | $ 85,000 | |||
Dr. Arnold S. Lippa [Member] | ||||
Cash bonuses | 75,000 | |||
Cash compensation | $ 12,500 | |||
Consulting fees paid to family member's | $ 23,595 | $ 33,280 |
Commitments and Contingencies44
Commitments and Contingencies (Details Narrative) | Oct. 30, 2015USD ($) | Aug. 31, 2015USD ($) | Aug. 18, 2015USD ($)shares | Aug. 18, 2015USD ($)shares | Jan. 27, 2015USD ($) | Nov. 11, 2014USD ($) | Oct. 15, 2014USD ($) | Jun. 27, 2014USD ($) | Mar. 10, 2010USD ($) | Dec. 31, 2015USD ($)shares | Aug. 17, 2015USD ($) | Aug. 16, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015CAD | Dec. 31, 2014USD ($)shares | Sep. 30, 2014shares | Dec. 31, 2013shares |
Cash compensation expense | $ 117,000 | ||||||||||||||||||
Stock options to purchase | shares | 251,823,581 | 251,823,581 | 251,823,581 | 251,823,581 | 25,716,668 | 25,716,668 | 5,166,668 | ||||||||||||
Minimum annual royalty payment amount | $ 70,000 | ||||||||||||||||||
Minimum amount to be spent to advance the ampakine compounds | 250,000 | ||||||||||||||||||
Clinical study and research total cost | $ 50,579 | ||||||||||||||||||
Estimated cost expected | $ 558,268 | ||||||||||||||||||
Principal cash obligations and commitments | $ 3,641,259 | $ 3,641,259 | $ 3,641,259 | 3,641,259 | |||||||||||||||
Neuroscience and Mental Health Institute at University of Alberta [Member] | |||||||||||||||||||
Research grants award amount | 110,000 | ||||||||||||||||||
Additional cost budgeted under research grant | 64,000 | ||||||||||||||||||
Funding cash installments | 16,000 | ||||||||||||||||||
Payments to patent costs | 15,000 | ||||||||||||||||||
Underwrite additional budgeted costs | 15,000 | ||||||||||||||||||
Research consideration total | $ 64,000 | ||||||||||||||||||
Foreign conversion exchange rate | 0.7548 | 0.7548 | 0.7548 | 0.7548 | |||||||||||||||
Neuroscience and Mental Health Institute at University of Alberta [Member] | CAD [Member] | |||||||||||||||||||
Research grants award amount | CAD | CAD 146,000 | ||||||||||||||||||
Additional cost budgeted under research grant | CAD | 85,000 | ||||||||||||||||||
Funding cash installments | CAD | 21,000 | ||||||||||||||||||
Payments to patent costs | CAD | 20,000 | ||||||||||||||||||
Underwrite additional budgeted costs | CAD | CAD 20,000 | ||||||||||||||||||
Foreign conversion exchange rate | 1 | 1 | 1 | 1 | |||||||||||||||
Employment and Consulting Agreements [Member] | |||||||||||||||||||
Cash compensation expense | $ 150,000 | $ 25,000 | |||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | $ 100,000 | ||||||||||||||||||
License agreement effective date | Sep. 18, 2014 | ||||||||||||||||||
License fee | $ 25,000 | ||||||||||||||||||
Outstanding patent costs | $ 15,840 | ||||||||||||||||||
Percentage of royalty on net sale | 4.00% | 4.00% | |||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | 12.50% | |||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Closing Of First Patient Product Phase Two Human Clinical Study [Member] | |||||||||||||||||||
Payment for sale of product | $ 75,000 | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Closing Of First Patient Product Phase Three Human Clinical Trial [Member] | |||||||||||||||||||
Payment for sale of product | 350,000 | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | |||||||||||||||||||
Payment for sale of product | 500,000 | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Twelve Months After First Commercial Sale Of Product Member [Member] | |||||||||||||||||||
Payment for sale of product | 1,000,000 | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | ResearchAndDevelopmentExpenses [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | $ 250,000 | 100,000 | |||||||||||||||||
Maximum [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | 100,000 | ||||||||||||||||||
Maximum [Member] | First Sale Of Product [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | 150,000 | ||||||||||||||||||
Maximum [Member] | First Commercial Sale Of Product [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | 200,000 | ||||||||||||||||||
Richard Purcell [Member] | DNA Healthlink, Inc [Member] | |||||||||||||||||||
Cash fee | $ 12,500 | ||||||||||||||||||
Mr. Manuso [Member] | |||||||||||||||||||
Cash compensation expense | $ 375,000 | $ 146,060 | |||||||||||||||||
Increase annually upon the first anniversary | $ 450,000 | ||||||||||||||||||
Stock options to purchase | shares | 85,081,300 | 85,081,300 | |||||||||||||||||
Purchase newly issued securities | $ 250,000 | ||||||||||||||||||
Automobile lease expenses | 16,000 | ||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||
Proceeds from offering financing debt | 2,000,000 | ||||||||||||||||||
Health plan for employees expense | 1,200 | ||||||||||||||||||
Mr. Manuso [Member] | Minimum [Member] | |||||||||||||||||||
Bonuses | 100,000 | $ 100,000 | |||||||||||||||||
Mr. Manuso [Member] | Maximum [Member] | |||||||||||||||||||
Bonuses | $ 300,000 | 300,000 | |||||||||||||||||
Dr. Arnold S. Lippa [Member] | |||||||||||||||||||
Cash compensation expense | 300,000 | 118,439 | |||||||||||||||||
Increase annually upon the first anniversary | $ 375,000 | ||||||||||||||||||
Stock options to purchase | shares | 10,000,000 | 10,000,000 | |||||||||||||||||
Automobile lease expenses | $ 12,000 | ||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||
Employee health plan | 1,200 | ||||||||||||||||||
Proceeds from offering financing debt | 2,000,000 | ||||||||||||||||||
Dr. Arnold S. Lippa [Member] | Minimum [Member] | |||||||||||||||||||
Bonuses | $ 75,000 | 75,000 | |||||||||||||||||
Dr. Arnold S. Lippa [Member] | Maximum [Member] | |||||||||||||||||||
Bonuses | $ 150,000 | 150,000 | |||||||||||||||||
President And Chief Executive Officer [Member] | |||||||||||||||||||
Cash compensation expense | $ 19,758 | ||||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | |||||||||||||||||||
Cash compensation expense | $ 195,000 | $ 159,540 | $ 31,612 | ||||||||||||||||
Stock options to purchase | shares | 10,000,000 | 10,000,000 | |||||||||||||||||
Automobile lease expenses | $ 9,000 | ||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||
Employee health plan | 1,200 | ||||||||||||||||||
Proceeds from offering financing debt | 2,000,000 | ||||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | Minimum [Member] | |||||||||||||||||||
Bonuses | $ 65,000 | 65,000 | |||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | Maximum [Member] | |||||||||||||||||||
Bonuses | $ 125,000 | $ 125,000 | |||||||||||||||||
Mr Margolis [Member] | |||||||||||||||||||
Cash compensation expense | 79,770 | 15,806 | |||||||||||||||||
Mr Weingarten [Member] | |||||||||||||||||||
Cash compensation expense | $ 15,806 | ||||||||||||||||||
Biovail [Member] | |||||||||||||||||||
Reimbursement related expenses | $ 15,000,000 | ||||||||||||||||||
Payments for future potential | $ 15,150,000 | ||||||||||||||||||
Sharp Clinical Services, Inc [Member] | |||||||||||||||||||
Estimated cost expected | $ 45,041 | ||||||||||||||||||
Budgeted cost | $ 109,833 | ||||||||||||||||||
February 5, 2016 [Member] | |||||||||||||||||||
Due and owing for unpaid services rendered | $ 146,000 | $ 146,000 | $ 146,000 | $ 146,000 | |||||||||||||||
Former Director [Member] | |||||||||||||||||||
Unpaid consulting compensation | $ 24,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Principal Cash Obligations and Commitments (Details) | Dec. 31, 2015USD ($) | |
2,016 | $ 1,921,409 | |
2,017 | 854,200 | |
2,018 | 665,650 | |
2,019 | 100,000 | |
2,020 | 100,000 | |
Total | 3,641,259 | |
Research and Development Contracts [Member] | ||
2,016 | $ 157,041 | |
2,017 | ||
2,018 | ||
2,019 | ||
2,020 | ||
Total | $ 157,041 | |
Clinical Trial Agreements [Member] | ||
2,016 | $ 558,268 | |
2,017 | ||
2,018 | ||
2,019 | ||
2,020 | ||
Total | $ 558,268 | |
License Agreements [Member] | ||
2,016 | 100,000 | |
2,017 | 100,000 | |
2,018 | 100,000 | |
2,019 | 100,000 | |
2,020 | 100,000 | |
Total | 500,000 | |
Employment and Consulting Agreements [Member] | ||
2,016 | 1,106,100 | [1] |
2,017 | 754,200 | [1] |
2,018 | $ 565,650 | [1] |
2,019 | [1] | |
2,020 | [1] | |
Total | $ 2,425,950 | [1] |
[1] | The payment of such amounts is subject to the Company reaching certain financing milestones, as described above. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 04, 2016 | Feb. 02, 2016 | Feb. 02, 2016 | Jan. 06, 2016 | Mar. 03, 2016 | Dec. 31, 2014 | Jan. 29, 2016 |
Sold units for aggregate cash consideration | $ 928,500 | ||||||
Subsequent Event [Member] | |||||||
Number of common stock shares | 4,266,683 | ||||||
Warrant to purchase common stock during period | 8,533,366 | ||||||
Received subscriptions | $ 94,635 | ||||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | |||||||
Issued a demand promissory note principal amount | $ 52,600 | ||||||
Subsequent Event [Member] | Dr. Lippa [Member] | |||||||
Warrant to purchase common stock during period | 3,350,319 | ||||||
Warrants exercisable price per share | $ 0.0157 | $ 0.0157 | |||||
Convertible debt | $ 52,600 | ||||||
Subsequent Event [Member] | Dr. Manuso [Member] | |||||||
Warrant to purchase common stock during period | 2,630,000 | ||||||
Warrants exercisable price per share | $ 0.02 | ||||||
Additional loan payable | $ 52,600 | ||||||
Debt instruments interest rate | 10.00% | 10.00% | |||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||
Sold units for aggregate cash consideration | $ 100,000 | ||||||
Number of common stock shares | 4,508,567 | ||||||
Warrant to purchase common stock during period | 9,017,133 | ||||||
Maximum proceeds from private placements | $ 2,500,000 | ||||||
Per unit price of private placement | $ 0.02218 | ||||||
Warrants exercisable price per share | $ 0.0244 | ||||||
Warrants expire date | Feb. 28, 2021 | ||||||
Percentage of beneficially own upon conversion | 4.99% |