Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 8,234,000 | ||
Entity Common Stock, Shares Outstanding | 2,169,045 | ||
Trading Symbol | RSPI | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 92,040 | $ 53,199 |
Advance payment on research contract | 48,912 | |
Deferred financing costs | 3,429 | |
Prepaid expenses, including current portion of long-term prepaid insurance of $14,945 at December 31, 2016 and 2015 | 54,724 | 29,144 |
Total current assets | 195,676 | 85,772 |
Equipment, net of accumulated depreciation of $15,730 and $8,776 at December 31, 2016 and 2015, respectively | 5,167 | 12,121 |
Long-term prepaid insurance, net of current portion of $14,945 at December 31, 2016 and 2015 | 33,004 | 47,949 |
Total assets | 233,847 | 145,842 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $194,066 and $111,688 payable to related parties at December 31, 2016 and 2015, respectively | 2,494,729 | 1,434,429 |
Accrued compensation and related expenses | 1,944,559 | 710,409 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $62,616 and $61,388, net of unamortized discounts of $0 and $342,932 at December 31, 2016 and 2015, respectively, (of which $75,038, including accrued interest of $14,038, was deemed to be in default at December 31, 2016) (Note 4) | 338,616 | 297,956 |
Note payable to SY Corporation, including accrued interest of $219,362 and $171,257 at December 31, 2016 and 2015, respectively (payment obligation currently in default - Note 4) | 594,007 | 561,568 |
Notes payable to officers, including accrued interest of $11,018 (Note 4) | 166,218 | |
Non-permanent equity (Note 6) | 185,000 | |
Other short-term notes payable | 4,095 | 3,689 |
Total current liabilities | 5,727,224 | 3,008,051 |
Stockholders' deficiency: (Note 6) | ||
Common stock, $0.001 par value; shares authorized: 65,000,000; shares issued and outstanding: 2,149,045 and 1,507,221 at December 31, 2016 and 2015, respectively (Note 1) | 2,149 | 1,507 |
Additional paid-in capital | 151,993,550 | 145,135,869 |
Accumulated deficit | (157,510,779) | (148,279,854) |
Total stockholders' deficiency | (5,493,377) | (2,862,209) |
Total liabilities and stockholders' deficiency | 233,847 | 145,842 |
Series B Preferred Stock [Member] | ||
Stockholders' deficiency: (Note 6) | ||
Preferred stock value | 21,703 | 21,703 |
Series G 1.5% Cumulative Mandatorily Convertible Preferred Stock [Member] | ||
Stockholders' deficiency: (Note 6) | ||
Preferred stock value | $ 258,566 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Long term prepaid insurance current portion | $ 14,945 | $ 14,945 |
Equipment, accumulated depreciation | 15,730 | 8,776 |
Long-term prepaid insurance current portion | 14,945 | 14,945 |
Accounts payable and accrued expenses to related party | 194,066 | 111,688 |
Accrued interest on note payable to SY corporation | 219,362 | $ 171,257 |
Accrued interest on notes payable to officers | $ 11,018 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 2,149,045 | 1,507,221 |
Common stock, shares outstanding | 2,149,045 | 1,507,221 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 62,616 | $ 61,388 |
Unamortized discount | 0 | $ 342,932 |
Notes default amount | $ 75,038 | |
Series B 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 | $ 0.00030 | $ 0.00030 |
Common stock shares issuable upon conversion of series G | 11 | 11 |
Series G 1.5% Cumulative Mandatorily Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, liquidation preference per share | $ 1,000 | |
Preferred stock, liquidation preference value | $ 1,000 | |
Preferred stock, shares authorized | 1,700 | |
Preferred stock, shares issued | 258.6 | |
Preferred stock, shares outstanding | 258.6 | |
Preferred stock, aggregate liquidation preference value including dividend | $ 258,566 | |
Number of common shares issuable for conversion of Series G per share | 932.4 | |
Common stock shares issuable upon conversion in series G | 241,088 | |
Common stock issuable upon conversion due to 1.5% dividend | 6,384 | |
Amount of accrued preferred stock dividends | $ 6,847 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Grant revenues | $ 86,916 | |
Operating expenses: | ||
General and administrative, including $4,198,750 and $2,912,607 to related parties for the years ended December 31, 2016 and 2015, respectively | 5,295,683 | 3,619,929 |
Research and development, including $1,646,092 and $560,425 to related parties for the years ended December 31, 2016 and 2015, respectively | 3,176,207 | 1,706,603 |
Total operating costs and expenses | 8,471,890 | 5,326,532 |
Loss from operations | (8,471,890) | (5,239,616) |
Gain on settlement with former management | 91,710 | |
Gain on settlements with service providers | 1,076 | 75,375 |
Fair value of inducement cost to effect exchange of convertible notes payable for common stock | (188,274) | |
Interest income | 8 | 9 |
Interest expense, including $151,958 and $877 to related parties for the years ended December 31, 2016 and 2015, respectively | (586,346) | (902,698) |
Foreign currency transaction gain | 15,666 | 13,328 |
Net loss | (9,229,760) | (5,961,892) |
Adjustment related to Series G 1.5% Convertible Preferred Stock: | ||
Dividends on Series G 1.5% Convertible Preferred Stock | (1,165) | (6,867) |
Net loss attributable to common stockholders | $ (9,230,925) | $ (5,968,759) |
Net loss per common share - basic and diluted | $ (4.95) | $ (5.05) |
Weighted average common shares outstanding - basic and diluted | 1,864,045 | 1,182,926 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
General and administrative expense to related parties | $ 4,198,750 | $ 2,912,607 |
Research and development expenses to related parties | 1,646,092 | 560,425 |
Interest expense to related parties | $ 151,958 | $ 877 |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Series B Convertible Preferred Stock [Member] | ||
Balance beginning | $ 21,703 | $ 21,703 |
Balance beginning, shares | 37,500 | 37,500 |
Conversion of Series G 1.5% Convertible Preferred Stock | ||
Conversion of Series G 1.5% Convertible Preferred Stock, 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 | ||
Shares issued in connection with the exercise of placement agent warrants on a cashless basis | ||
Shares issued in connection with the exercise of placement agent 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 to service providers in partial settlement of accounts payable | ||
Fair value of common stock options issued in connection with settlements with former management | ||
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 placement agents 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 | ||
Reclassification to non-permanent equity | ||
Common stock issued in connection with convertible notes payable exchange transactions | ||
Common stock issued in connection with convertible notes payable exchange transactions, shares | ||
Common stock issued in connection with unit exchanges | ||
Common stock issued in connection with unit exchanges, shares | ||
Common stock issued to service provider | ||
Common stock issued to service provider, shares | ||
Fair value of common stock options issued for compensation and fees | ||
Fair value of common stock options issued to service provider in partial settlement of accounts payable | ||
Fair value of common stock warrants issued as additional consideration in connection with loans from officers | ||
Fair value of inducement cost to effect conversion of convertible notes payable into common stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock, shares | ||
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | ||
Mandatory conversion of Series G 1.5% Convertible Preferred Stock, shares | ||
Cash payment in lieu of fractional shares resulting from reverse stock split | ||
Cash payment in lieu of fractional shares resulting from reverse stock split, 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 | $ 258,566 | $ 872,737 |
Balance beginning, shares | 258.6 | 872.7 |
Conversion of Series G 1.5% Convertible Preferred Stock | $ (621,038) | |
Conversion of Series G 1.5% Convertible Preferred Stock, shares | (621) | |
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 | ||
Shares issued in connection with the exercise of placement agent warrants on a cashless basis | ||
Shares issued in connection with the exercise of placement agent 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 to service providers in partial settlement of accounts payable | ||
Fair value of common stock options issued in connection with settlements with former management | ||
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 placement agents 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 | ||
Reclassification to non-permanent equity | ||
Common stock issued in connection with convertible notes payable exchange transactions | ||
Common stock issued in connection with convertible notes payable exchange transactions, shares | ||
Common stock issued in connection with unit exchanges | ||
Common stock issued in connection with unit exchanges, shares | ||
Common stock issued to service provider | ||
Common stock issued to service provider, shares | ||
Fair value of common stock options issued for compensation and fees | ||
Fair value of common stock options issued to service provider in partial settlement of accounts payable | ||
Fair value of common stock warrants issued as additional consideration in connection with loans from officers | ||
Fair value of inducement cost to effect conversion of convertible notes payable into common stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock | $ 1,165 | $ 6,867 |
Dividend on Series G 1.5% Convertible Preferred Stock, shares | 1.1 | 6.9 |
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | $ (259,731) | |
Mandatory conversion of Series G 1.5% Convertible Preferred Stock, shares | (259.7) | |
Cash payment in lieu of fractional shares resulting from reverse stock split | ||
Cash payment in lieu of fractional shares resulting from reverse stock split, shares | ||
Net loss | ||
Balance ending | $ 258,566 | |
Balance ending, shares | 258.6 | |
Common Stock [Member] | ||
Balance beginning | $ 1,507 | $ 714 |
Balance beginning, shares | 1,507,221 | 714,293 |
Conversion of Series G 1.5% Convertible Preferred Stock | $ 579 | |
Conversion of Series G 1.5% Convertible Preferred Stock, shares | 579,057 | |
Common stock issued as compensation | $ 8 | |
Common stock issued as compensation, shares | 7,692 | |
Common stock issued to service providers in partial settlement of accounts payable | $ 28 | |
Common stock issued to service providers in partial settlement of accounts payable, shares | 27,890 | |
Shares issued in connection with the exercise of placement agent warrants on a cashless basis | $ 3 | |
Shares issued in connection with the exercise of placement agent warrants on a cashless basis, shares | 3,490 | |
Sale of common stock units in private placement | $ 173 | $ 175 |
Sale of common stock units in private placement, shares | 173,287 | 174,799 |
Costs incurred in connection with sale of common stock units | ||
Fair value of common stock options issued to service providers in partial settlement of accounts payable | ||
Fair value of common stock options issued in connection with settlements with former management | ||
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 placement agents 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 | ||
Reclassification to non-permanent equity | ||
Common stock issued in connection with convertible notes payable exchange transactions | $ 102 | |
Common stock issued in connection with convertible notes payable exchange transactions, shares | 101,508 | |
Common stock issued in connection with unit exchanges | $ 109 | |
Common stock issued in connection with unit exchanges, shares | 108,594 | |
Common stock issued to service provider | $ 16 | |
Common stock issued to service provider, shares | 16,453 | |
Fair value of common stock options issued for compensation and fees | ||
Fair value of common stock options issued to service provider in partial settlement of accounts payable | ||
Fair value of common stock warrants issued as additional consideration in connection with loans from officers | ||
Fair value of inducement cost to effect conversion of convertible notes payable into common stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock, shares | ||
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | $ 242 | |
Mandatory conversion of Series G 1.5% Convertible Preferred Stock, shares | 242,173 | |
Cash payment in lieu of fractional shares resulting from reverse stock split | $ 0 | |
Cash payment in lieu of fractional shares resulting from reverse stock split, shares | (191) | |
Net loss | ||
Balance ending | $ 2,149 | $ 1,507 |
Balance ending, shares | 2,149,045 | 1,507,221 |
Additional Paid-In Capital [Member] | ||
Balance beginning | $ 145,135,869 | $ 139,215,541 |
Conversion of Series G 1.5% Convertible Preferred Stock | 620,459 | |
Common stock issued as compensation | 188,992 | |
Common stock issued to service providers in partial settlement of accounts payable | 158,597 | |
Shares issued in connection with the exercise of placement agent warrants on a cashless basis | (3) | |
Sale of common stock units in private placement | 494,812 | 1,194,535 |
Costs incurred in connection with sale of common stock units | (7,429) | (101,385) |
Fair value of common stock options issued to service providers in partial settlement of accounts payable | 608,064 | |
Fair value of common stock options issued in connection with settlements with former management | 26,290 | |
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | 112,557 | |
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 placement agents in connection with the convertible note and warrant financing | 12,726 | |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | 97,443 | |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | 206,689 | |
Reclassification to non-permanent equity | (185,000) | |
Common stock issued in connection with convertible notes payable exchange transactions | 577,227 | |
Common stock issued in connection with unit exchanges | 529,285 | |
Common stock issued to service provider | 96,234 | |
Fair value of common stock options issued for compensation and fees | 4,733,974 | 2,517,446 |
Fair value of common stock options issued to service provider in partial settlement of accounts payable | 31,174 | |
Fair value of common stock warrants issued as additional consideration in connection with loans from officers | 140,939 | |
Fair value of inducement cost to effect conversion of convertible notes payable into common stock | 188,274 | |
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock, shares | ||
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | $ 259,489 | |
Cash payment in lieu of fractional shares resulting from reverse stock split | (1,298) | |
Net loss | ||
Balance ending | 151,993,550 | 145,135,869 |
Accumulated Deficit [Member] | ||
Balance beginning | (148,279,854) | (142,311,095) |
Conversion of Series G 1.5% Convertible Preferred Stock | ||
Common stock issued as compensation | ||
Common stock issued to service providers in partial settlement of accounts payable | ||
Shares issued in connection with the exercise of placement agent 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 to service providers in partial settlement of accounts payable | ||
Fair value of common stock options issued in connection with settlements with former management | ||
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 placement agents 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 | ||
Reclassification to non-permanent equity | ||
Common stock issued in connection with convertible notes payable exchange transactions | ||
Common stock issued in connection with unit exchanges | ||
Common stock issued to service provider | ||
Fair value of common stock options issued for compensation and fees | ||
Fair value of common stock options issued to service provider in partial settlement of accounts payable | ||
Fair value of common stock warrants issued as additional consideration in connection with loans from officers | ||
Fair value of inducement cost to effect conversion of convertible notes payable into common stock | ||
Dividend on Series G 1.5% Convertible Preferred Stock | (1,165) | (6,867) |
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | ||
Cash payment in lieu of fractional shares resulting from reverse stock split | ||
Net loss | (9,229,760) | (5,961,892) |
Balance ending | (157,510,779) | (148,279,854) |
Balance beginning | (2,862,209) | (2,200,400) |
Conversion of Series G 1.5% Convertible Preferred Stock | ||
Common stock issued as compensation | 189,000 | |
Common stock issued to service providers in partial settlement of accounts payable | 158,625 | |
Shares issued in connection with the exercise of placement agent warrants on a cashless basis | ||
Sale of common stock units in private placement | 494,985 | 1,194,710 |
Costs incurred in connection with sale of common stock units | (7,429) | (101,385) |
Fair value of common stock options issued to service providers in partial settlement of accounts payable | 608,064 | |
Fair value of common stock options issued in connection with settlements with former management | 26,290 | |
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | 112,557 | |
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 placement agents in connection with the convertible note and warrant financing | 12,726 | |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | 97,443 | |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the extension of convertible notes payable | 206,689 | |
Reclassification to non-permanent equity | (185,000) | |
Common stock issued in connection with convertible notes payable exchange transactions | 577,329 | |
Common stock issued in connection with unit exchanges | 529,394 | |
Common stock issued to service provider | 96,250 | |
Fair value of common stock options issued for compensation and fees | 4,733,974 | 2,517,446 |
Fair value of common stock options issued to service provider in partial settlement of accounts payable | 31,174 | |
Fair value of common stock warrants issued as additional consideration in connection with loans from officers | 140,939 | |
Fair value of inducement cost to effect conversion of convertible notes payable into common stock | 188,274 | |
Dividend on Series G 1.5% Convertible Preferred Stock | ||
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | ||
Cash payment in lieu of fractional shares resulting from reverse stock split | (1,298) | |
Net loss | (9,229,760) | (5,961,892) |
Balance ending | $ (5,493,377) | $ (2,862,209) |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Deficiency (Parenthetical) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (9,229,760) | $ (5,961,892) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 6,954 | 7,117 |
Amortization of debt discounts (including beneficial conversion feature) related to convertible notes payable | 226,433 | 675,025 |
Write-off of unamortized debt discounts (including beneficial conversion feature) related to exchange of convertible notes payable for common stock | 116,499 | |
Fair value of inducement cost to effect exchange of convertible notes payable for common stock | 188,274 | |
Amortization of capitalized financing costs | 114,128 | |
Fair value of warrants issued as additional consideration in connection with loans from officers | 140,939 | |
Gain from settlement(s) - With former management | (91,710) | |
Gain from settlement(s) - With service providers | (1,076) | (75,375) |
Stock-based compensation and fees included in - General and administrative expenses | 3,391,848 | 2,326,388 |
Stock-based compensation and fees included in - Research and development expenses | 1,342,126 | 380,058 |
Foreign currency transaction gain | (15,666) | (13,328) |
(Increase) decrease in - | ||
Grant receivable | 48,000 | |
Advance on research contract | (48,912) | |
Prepaid expenses | (10,635) | 46,145 |
Increase (decrease) in - | ||
Accounts payable and accrued expenses | 1,228,816 | 490,380 |
Accrued compensation and related expenses | 1,234,150 | 684,409 |
Accrued interest payable | 101,326 | 108,888 |
Unearned grant revenues | (34,333) | |
Net cash used in operating activities | (1,328,684) | (1,296,100) |
Cash flows from investing activities: | ||
Purchases of equipment | (2,497) | |
Net cash used in investing activities | (2,497) | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock units | 494,985 | 1,194,710 |
Proceeds from warrant exchange transactions | 762,240 | |
Proceeds from convertible note and warrant financing | 210,000 | |
Proceeds from issuance of notes payable to officers | 155,200 | 40,000 |
Principal paid on other short-term notes payable | (39,602) | (95,152) |
Cash payments in lieu of fractional common shares resulting from reverse stock split | (1,298) | |
Repayment of note payable to Chairman | (40,000) | |
Cash payments made for costs incurred in connection with the sale of common stock units | (4,000) | (104,814) |
Cash payments made for deferred costs incurred in connection with convertible note and warrant financing | (15,700) | |
Net cash provided by financing activities | 1,367,525 | 1,189,044 |
Cash and cash equivalents: | ||
Net increase (decrease) | 38,841 | (109,553) |
Balance at beginning of period | 53,199 | 162,752 |
Balance at end of period | 92,040 | 53,199 |
Supplemental disclosures of cash flow information: | ||
Interest | 1,133 | 6,873 |
Income taxes | ||
Non-cash financing activities: | ||
Dividends on Series G 1.5% Convertible Preferred Stock | 1,165 | 6,867 |
Deferred financing costs charged to additional paid-in capital | 3,429 | |
Gross exercise price of Series G 1.5% Convertible Preferred Stock placement agent warrants exercised on a cashless basis | 4,778 | |
Gross exercise price of convertible notes payable placement agent warrants exercised on a cashless basis | 35,595 | |
Short-term note payable issued in connection with financing of directors and officers insurance policy | 40,016 | 36,125 |
Stated value of Series G 1.5% Convertible Preferred Stock converted into common stock | 259,731 | 621,038 |
Fair value of common stock options issued in connection with settlements with former management | 26,290 | |
Fair value of common stock options issued in connection with settlements with service providers | 608,064 | |
Fair value of common stock issued to service provider | 96,250 | |
Fair value of common stock options issued to service provider | 31,174 | |
Fair value of common stock warrants issued to investors in connection with the convertible note and warrant financing | 112,557 | |
Fair value of common stock warrants issued to placement agents in connection with the convertible note and warrant financing | 12,726 | |
Fair value of beneficial conversion feature of convertible notes payable issued to investors in connection with the convertible note and warrant financing | 97,443 | |
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 common stock units | 135,116 | |
Convertible notes payable, including accrued interest of $40,983, extinguished in common stock exchange transactions | $ 344,483 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accrued interest payable | $ 12,004 | |
Convertible Notes Payable [Member] | ||
Accrued interest payable | $ 40,983 | |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% | 1.50% |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation 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, RespireRx filed a Certificate of Amendment to its Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to amend its Second Restated Certificate of Incorporation to change its name from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. In August 2012, RespireRx acquired Pier Pharmaceuticals, Inc. (“Pier”). RespireRx and its wholly-owned subsidiary, Pier, are collectively referred to herein as the “Company.” Reverse Stock Split On August 16, 2016, at a special meeting of the stockholders of the Company, the stockholders approved an amendment to the Company’s Second Restated Certificate of Incorporation (i) to effect, at the discretion of the Company’s Board of Directors, a three hundred twenty five-to-one (325-to-1) reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share, and (ii) to set the number of the Company’s authorized shares of stock at 70,000,000 shares, consisting of 65,000,000 shares designated as common stock, par value $0.001 per share, and 5,000,000 shares designated as preferred stock, par value $0.001 per share. On September 1, 2016, the Company filed a Certificate of Amendment to the Company’s Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the approved amendment. Pursuant to the amendment, an aggregate of 191.068 fractional shares resulting from the reverse stock split were not issued, but were paid out in cash (without interest or deduction) in an amount equal to the number of shares exchanged into such fractional share multiplied by the average closing trading price of the Company’s common stock on the OTCQB for the five trading days immediately before the Certificate of Amendment effecting the reverse stock split was filed with the Delaware Secretary of State ($6.7899 per share, on a post reverse stock split basis) for an aggregate of $1,298. All share and per share amounts with respect to common stock presented herein have been retroactively restated to reflect the 325 to 1 reverse stock split as if it had been effected on the first day of the earliest period presented. Certain share amounts have been rounded to whole shares in the process of recording the effect of the reverse stock split. |
Business
Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 2. 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 Pompe 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. The Company owns patents and patent applications, or the rights thereto, for certain families of chemical compounds, including ampakines, which claim the chemical structures, their actions as ampakines and their use in the treatment of various disorders. Patents claiming a family of chemical structures, including CX1739 and CX1942, as well as their use in the treatment of various disorders extend through at least 2028. Additional patents claiming a family of chemical structures, including CX717, as well as their use in the treatment of various disorders expire in 2017 in the U.S. and in 2018 internationally. In 2011, RespireRx conducted a re-evaluation of its 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 in August 2012, as described below. The Company has continued to implement this strategic focus, notwithstanding a change in management in March 2013, and has continued its efforts to obtain the capital necessary to fund the clinical activities. 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. 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 as a treatment for 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. 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. Through the merger, RespireRx gained access to an Exclusive License Agreement (as amended, the “2007 License Agreement”) that Pier had entered into with the University of Illinois on October 10, 2007. The 2007 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. 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 505(b)(2) application, as opposed to the submission and approval of a full new drug application. The 2007 License Agreement was terminated effective March 21, 2013, due to the Company’s failure to make a required payment. Subsequently, current management opened negotiations with the University of Illinois, and as a result, the Company entered into a new license agreement (the “2014 License Agreement”) with the University of Illinois on June 27, 2014, the material terms of which were similar to the previous 2007 License Agreement. Similar to the 2007 License Agreement, the 2014 License Agreement grants the Company, among other provisions, exclusive rights: (i) to practice certain patents and patent applications, as defined in the 2014 License Agreement, that are 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 2014 License Agreement, subject to the provisions of the 2014 License Agreement. The Company is required under the 2014 License Agreement, among other terms and conditions, to pay the University of Illinois a license fee, royalties, patent costs and certain milestone payments. 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 $9,229,760 and $5,961,892 and had negative operating cash flows of $1,328,684 and $1,296,100 for the fiscal years ended December 31, 2016 and 2015, respectively. The Company also had a stockholders’ deficiency of $5,493,377 at December 31, 2016, 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. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2016, 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 sustainable revenue. 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 both related and unrelated parties, as described at Notes 4 and 6. The Company is continuing efforts to raise additional capital in order to pay its liabilities, fund its business activities and underwrite its research and development programs. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including the development of agreements with collaborative partners and, when necessary, the exchange or restructuring of the Company’s outstanding securities. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing, and has recently utilized short-term borrowings from its Chief Executive Officer and its Chief Scientific Officer to fund operations, although there can be no assurances that such borrowings will continue to be available. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources on a timely basis, the Company may be forced to reduce or suspend operations indefinitely, or to discontinue operations entirely and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. 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. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. 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, advances on research grants and accounts payable and accrued expenses) is considered by the Company to be representative of the respective fair values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed debt financings are presented as a direct deduction from the carrying amount of the related debt liability (see “Capitalized Financing Costs” below). Costs related to completed equity financings are charged directly to additional paid-in capital. Capitalized Financing Costs Through December 31, 2015, costs related to completed debt financings were capitalized on the balance sheet and amortized over the term of the related debt agreements. Amortization of these costs was calculated on the straight-line basis, which approximated the effective interest method, and was charged to interest expense in the consolidated statements of operations. Pursuant to Accounting Standards Update No. 2015-03 (ASU 2015-03), Interest – Imputation of Interest (Subtopic 835-30), effective January 1, 2016, the Company is 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 the presentation for debt discounts. The Company is required to apply the new accounting 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 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., the debt issuance cost asset and the debt liability). As the Company did not have any capitalized financing costs on its consolidated balance sheet at December 31, 2015 or 2016, the implementation of ASU 2015-03 did not have any impact on the Company’s financial statements as presented herein. Series G 1.5% Convertible Preferred Stock The shares of Series G 1.5% Convertible Preferred Stock (including accrued dividends) issued in 2014 were mandatorily convertible into common stock at a fixed conversion rate on April 17, 2016 (if not converted earlier) and provided no right to receive a cash payment. Additionally, the Series G 1.5% Convertible Preferred Stock included no participatory or reset rights, or other protections (other than normal anti-dilution rights) based on subsequent events, including equity transactions. Accordingly, the Company categorized the Series G 1.5% Convertible Preferred Stock in stockholders’ equity (deficiency), as there were 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 had a stated value of $1,000 per share and was convertible into shares of common stock at a fixed price of $1.0725 per share of common stock. 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 $13.0000 per share and $11.3100 per share, respectively, which was greater than the effective purchase price of such common shares of $1.0725 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 equaled 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. Dr. Arnold S. Lippa, Ph.D., the Chairman of the Company’s Board of Directors and Chief Executive Officer at that time, purchased 250 shares of Series G 1.5% Convertible Preferred Stock 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 the 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 236,942 shares of common stock. Convertible Notes Payable Original Issuance of Notes and Warrants The convertible notes sold to investors in 2014 and 2015 had a fixed interest rate of 10% per annum and are convertible into common stock at a fixed price of $11.3750 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 were exercisable at a fixed price of $11.3750 per share, provided no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were 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 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 $11.3750 (reflecting 100% warrant coverage). The warrants did not have any cashless exercise provisions and, when issued, were exercisable through September 30, 2015 at a fixed price of $11.3750 per share. The shares of common stock issuable upon conversion of the notes payable and the exercise of the warrants were not subject to any registration rights. In the same offering, 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 effective February 18, 2015, which had generated aggregate gross proceeds of $579,500, and in connection with which the Company had issued warrants to purchase 50,945 shares of common stock. 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 $17.0300 per share, $13.3575 per share, $14.6575 per share and $13.9750 per share, respectively, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of the warrants of $11.3750 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 sold with the convertible notes. 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 incurred from November 5, 2014 through February 2, 2015 with respect to this financing were deferred and capitalized as deferred offering costs and were amortized to interest expense over the original term of the convertible notes through September 15, 2015 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 Original Warrants, and Issuance of New Warrants On August 13, 2015, pursuant to the terms of the convertible notes, the Company elected to extend the maturity date of the convertible notes to September 15, 2016. Under the terms of the convertible notes, the Company was required to issue to note holders 27,396 additional warrants (the “New Warrants”) that were exercisable through September 15, 2016. The New Warrants were 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 $11.3750. The New Warrants otherwise had terms substantially similar to the 50,945 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 50,945 original warrants to September 15, 2016, so that they were 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. The Company deferred the debt modification costs related to the modification of the convertible notes and the issuance of the New Warrants (consisting of the fair value of the New Warrants) over the remaining term of the extended notes. The Company accounted for such costs as a discount to the convertible notes and amortized 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 Company deferred the debt modification costs related to the extension of the original warrants (consisting of the fair value of the extension of the original warrants) over the remaining term of the extended convertible notes. The Company accounted for such costs as a discount to the convertible notes and amortized 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 $10.0750 per share, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of both the original warrants and the New Warrants of $10.0750 per share. The Company accounted for the beneficial conversion features with respect to the extension of the convertible notes and the extension of the original 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 27,396 New Warrants and the fair value of extending the 50,945 original 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 original warrants, of approximately 55% for the convertible notes, including accrued interest, and approximately 45% for the New Warrants and extension of the original warrants. Once these values were determined, the fair value of the New Warrants and extension of the original 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 was 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. Note Exchange Agreements During April and May 2016, the Company entered into Note Exchange Agreements with certain note holders, including one non-officer/director affiliate, as described below, representing an aggregate of $303,500 of principal amount of the convertible notes (out of a total of $579,500 of original principal amount of the convertible notes payable). The Note Exchange Agreements were substantially similar, and provided for the note holders to exchange their notes, original warrants and New Warrants (collectively, the “Exchanged Securities”), plus cash, in exchange for shares of the Company’s common stock. In the aggregate, $344,483 of principal amount (which included accrued interest of $40,983) of the convertible notes, original warrants to purchase 26,681 shares of the Company’s common stock and New Warrants to purchase 14,259 shares of the Company’s common stock, plus an aggregate of $232,846 in cash, were exchanged for 101,508 shares of the Company’s common stock, with a total market value of $631,023 (average $6.2075 per share), which resulted in a credit to total stockholders’ deficiency of $577,329. All of the Exchanged Securities were cancelled as a result of the respective exchange transactions. Among the executed Note Exchange Agreements, the Company entered into one Note Exchange Agreement with a non-officer/director affiliate effective May 4, 2016 (the financial information with respect thereto is included in the summary paragraph presented above), pursuant to which this affiliate exchanged $28,498 of principal amount (which included accrued interest of $3,498) of the convertible notes, original warrants to purchase 2,198 shares of the Company’s common stock and New Warrants to purchase 1,178 shares of the Company’s common stock, plus $19,200 in cash, in return for 8,386 shares of the Company’s common stock. In this transaction, the exchanging note holders agreed to exchange their convertible notes (including accrued interest) into common stock at a 50% discount to the conversion rate ($11.3750 per share) provided for by the terms of the convertible notes, if they also exchanged all of their warrants associated with the convertible notes, plus paid cash equal to a 50% discount to the exercise price ($11.3750 per share). For accounting purposes, the transactions have been treated as if (i) the participants had converted the convertible notes (which included accrued but unpaid interest of $40,993) at a conversion price reduced from $11.3750 to $5.6875 per share, and that such conversions in the aggregate resulted in the issuance of an aggregate of 60,568 shares of common stock, and (ii) the participants had exercised their original warrants to purchase an aggregate of 26,681 shares of common stock and the New Warrants to purchase an aggregate of 14,259 shares of common stock, all at an exercise price reduced from $11.3750 to $5.6875 per share, and that such exercise of the warrants generated an aggregate cash payment to the Company of $232,846 and resulted in the issuance of an aggregate of 40,940 shares of common stock. In connection with the exchange of the convertible notes, original warrants, New Warrants and the payment of cash, a total of 101,508 shares of common stock in the aggregate were issued. The closing market price of the Company’s common stock during the period that these exchange transactions were entered into ranged from $5.8500 to $7.7675 per share. The Company reviewed the guidance in ASC 470-20-40-13 through 17, Recognition of Expense Upon Conversion, and in ASC 470-20-40-26, Induced Conversions. Pursuant to this accounting guidance, for those convertible note holders accepting the Company’s exchange offer, the Company evaluated the fair value of the incremental consideration paid to induce the convertible note holders to exchange their convertible notes for equity (i.e., 30,284 shares of common stock), based on the closing market price of the Company’s common stock on the date of each transaction, and recorded a charge to operations of $188,274. The Company evaluated the warrants exchanged in conjunction with the Note Exchange Agreements. The Company calculated the fair value of the warrants exchanged (consisting of the warrants issued in conjunction with the original issuance of the convertible notes) as if the warrants were modified immediately before the theoretical warrant modification and immediately after such warrant modification. As the fair value of the warrants immediately after the modifications was less than the fair value of the warrants immediately before the modifications (both amounts calculated pursuant to the Black-Scholes option-pricing model), the Company did not record any accounting entry with respect to the warrant exchange transactions. The fair value of the warrants subject to the Note Exchange Agreements was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Before Warrant Modifications After Warrant Modifications Exercise price per warrant $ 11.3750 $ 5.6875 Stock price $ 5.8500 to $7.5400 $ 5.8500 to $7.5400 Risk-free interest rate 0.23 % 0.23 % Expected dividend yield 0 % 0 % Expected volatility 201.59 % 201.59 % Expected life 4.4 to 4.5 months 0 months 2015 Unit Offering Units sold to investors on August 28, 2015, September 28, 2015 and November 2, 2015 were comprised of one share of the Company’s common stock and one common stock purchase warrant to purchase two additional shares of the Company’s common stock. Units were sold for $6.83475 per unit and the warrants issued in connection with the units were exercisable at a fixed price $6.83475 per share of the Company’s common stock. The warrants provided no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this unit financing. The aggregate gross proceeds of this unit financing was $1,194,710. The closing market prices of the Company’s common stock on the transaction closing dates of August 28, 2015, September 28, 2015 and November 2, 2015 were $12.50, $8.1169 and $8.1169 respectively compared to the fixed unit price per unit and warrant exercise price per share of $6.83475. Unit Exchange Agreements During April and May 2016, the Company entered into Unit Exchange Agreements with certain warrant holders, including two affiliates, one of whom was Dr. Manuso, and the other of whom was a non-officer/director affiliate, both as described below. The Unit Exchange Agreements were substantially similar, and provided for the warrant holders to exchange (i) existing warrants to purchase an aggregate of 217,188 shares of the Company’s common stock (which were cancelled as a result of the respective exchange transactions), plus (ii) an aggregate of $529,394 in cash, in return for (i) an aggregate of 108,594 shares of the Company’s common stock, and (ii) new warrants to purchase an aggregate of 108,594 shares of the Company’s common stock. The new warrants have the same expiration date as the original warrants (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. Among the executed Unit Exchange Agreements, the Company entered into a Unit Exchange Agreement with Dr. Manuso effective April 6, 2016 (the financial information with respect thereto is included in the summary paragraph presented above), pursuant to which Dr. Manuso exchanged a warrant to purchase 73,156 shares of the Company’s common stock that was originally issued to him in the Company’s August 28, 2015 unit offering (which was cancelled as a result of the exchange transaction), plus $178,317 in cash, in return for 36,578 shares of the Company’s common stock and the issuance of a new warrant to purchase 36,578 shares of the Company’s common stock. The new warrant has the same expiration date as the original warrant (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. The closing market price of the Company’s common stock on April 6, 2016 was $7.7675 per share. Among the executed Unit Exchange Agreements, the Company also entered into Unit Exchange Agreements (which are included in the summary paragraph above) with a non-officer/director affiliate (and his affiliate) effective May 4, 2016 (the financial information with respect thereto is included in the summary paragraph presented above), pursuant to which this affiliate exchanged warrants to purchase 88,132 shares of the Company’s common stock that were originally issued to the affiliate in the Company’s August 28, 2015 unit offering (which were cancelled as a result of the exchange transaction), plus $214,822 in cash, in return for 44,066 shares of the Company’s common stock and the issuance of new warrants to purchase 44,066 shares of the Company’s common stock. The new warrants have the same expiration date as the original warrants (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. The closing market price of the Company’s common stock on May 4, 2016 was $5.8500 per share. In this transaction, exchanging warrant holders who received their warrants in any of the three closings of the Company’s 2015 unit offering agreed to exchange their warrants associated with such financing, plus paid cash equal to a reduced exercise price per share ($4.8750 per share) for 50% of such warrants, with 50% of the warrants replaced with similar warrants with the same term at a reduced exercise price. For accounting purposes, the transactions have been treated as if (i) participants exercised one-half of the existing warrants entitling them to purchase an aggregate of 217,188 shares of the Company’s common stock that were originally issued to them in the Company’s unit offering, with closings on August 28, 2015, September 28, 2015 and November 2, 2015 (i.e., warrants to purchase 108,594 shares of common stock), at an exercise price reduced from $6.8348 to $4.8750 per share, and (ii) the other one-half of the original warrants were cancelled. The Unit Exchange Agreements also provided for the Company to issue new warrants to the participants to purchase an aggregate of 108,594 shares of common stock. The new warrants have the same expiration date as the original warrants (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. For accounting purposes, the transaction was treated as if the warrant exercise price for all of the warrants was reduced from $6.8348 to $4.8750 per share, in exchange for which 50% of the warrants were exercised for cash at the reduced exercise price, and the remaining 50% of the warrants continued to remain outstanding through September 30, 2020 and gained a cashless exercise provision. The closing market price of the Company’s common stock during the period that these exchange transactions were entered into ranged from $5.8500 to $7.7675 per share. The Company evaluated the warrants exchanged in conjunction with the Unit Exchange Agreements. The Company calculated the fair value of the warrants exchanged as if the warrants were modified immediately before the theoretical warrant modification and immediately after such warrant modification. As the fair value of the warrants immediately after the modifications was less than the fair value of the warrants immediately before the modifications (both amounts calculated pursuant to the Black-Scholes option-pricing model), the Company did not record any accounting entry with respect to the warrant exchange transactions. The fair value of the warrants subject to the Unit Exchange Agreements was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Before Warrant Modifications After Warrant Modifications Exercise price per warrant $ 6.8348 $ 4.8750 Stock price $ 5.8500 to $7.7675 $ 5.8500 to $7.7675 Risk-free interest rate 1.12 % 0.23 % and 1.12 % Expected dividend yield 0 % 0 % Expected volatility 201.59 % 201.59 % Expected life 4.4 to 4.5 years 0 years to 4.5 years 1 st Units were sold to investors from January 8, 2016 through June 30, 2016. These units were comprised of one share of the Company’s common stock and one common stock purchase warrant to purchase two additional shares of the Company’s common stock. Units were sold for $7.2085 per unit and the warrants issued in connection with the units were exercisable at a fixed price $7.93 per share of the Company’s common stock. The warrants provided no right to r |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable 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) 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. When initially issued, the outstanding principal balance of each Note and all accrued and unpaid interest, compounded annually at 10%, was due and payable in full on September 15, 2015. As discussed below, the maturity date of the Notes was subsequently extended to September 15, 2016, in accordance with the terms of the Notes. Each Purchaser could elect, at any time, 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, plus any accrued and unpaid interest, by $11.3750. 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 would automatically convert into common stock at a common stock equivalent price of $11.3750. In the case of an Acquisition (as defined in the Purchase Agreement), the Company could 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 was exercisable into a fixed number of shares of common stock of the Company calculated as each Purchaser’s investment amount divided by $11.3750. The Warrants were originally exercisable through September 15, 2015 at a fixed price of $11.3750 per share and did not have any cashless exercise provisions. The shares of common stock issuable upon conversion of the Notes and exercise of the Warrants were 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 1,467 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 62 Placement Agent Warrants were issued. In connection with the third closing, fees of $3,500 were paid in cash and 308 Placement Agent Warrants were issued. In connection with the fourth closing, fees of $14,700 were paid in cash and 1,292 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 $11.3750 per share. The warrants issued to the placement agent and/or its designees or affiliates in connection with the 2014 closings of the Purchase Agreement, to purchase 1,837 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 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 1,292 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 through September 15, 2015. During the years ended December 31, 2016 and 2015, zero dollars and $114,129, respectively, was charged to interest expense with respect to the amortization of capitalized financing costs. Aurora Capital LLC (“Aurora”), a related party as described at Note 8, 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 2,938 shares of common stock in connection with the four closings. The Notes 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 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 were not 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 50,945 shares of the Company’s common stock sold to investors in connection with the four closings at a fixed exercise price of $11.3750 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 was amortized as additional interest expense over the original term of the Notes. During the years ended December 31, 2016 and 2015, zero dollars and $267,822, respectively, 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 was amortized as additional interest expense over the original term of the Notes During the years ended December 31, 2016 and 2015, zero dollars and $265,529, 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 issued to Note holders 27,396 additional warrants (the “New Warrants”) that were exercisable through September 15, 2016. As set forth in the Notes, the New Warrants were exercisable for that number of shares of common stock of the Company calculated as the principal amount of the 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 $11.3750. The New Warrants otherwise had terms substantially similar to the 50,945 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 50,945 original Warrants to September 15, 2016, so that they were 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 27,396 shares of the Company’s common stock and the fair value of extending the termination date of the 50,945 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 was amortized as additional interest expense over the extended term of the Notes. During the years ended December 31, 2016 and 2015, $129,857 and $81,249, respectively, 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 was amortized as additional interest expense over the extended term of the Notes. During the years ended December 31, 2016 and 2015, $45,186 and $60,425, respectively, was charged to interest expense from the amortization of debt discount related to the value attributed to the beneficial conversion feature. 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 3,129 shares of common stock, were exercised on a cashless basis, resulting in the net issuance of 145 shares of common stock. The gross exercise price of the placement agent warrants that were exercised on a cashless basis was $35,595. During April and May 2016, the Company entered into Note Exchange Agreements with certain note holders representing an aggregate of $303,500 of principal amount of the Notes (out of a total of $579,500 of original principal amount of the Notes). Pursuant to the Note Exchange Agreements, an aggregate of $344,483, which included accrued interest of $40,983, of the Notes were exchanged (together with original warrants to purchase 26,681 shares of the Company’s common stock, New Warrants to purchase 14,259 shares of the Company’s common stock, and the payment of an aggregate of $232,846 in cash) into a total of 101,508 shares of the Company’s common stock. None of the Notes had previously been converted into shares of the Company’s common stock. For accounting purposes, for those convertible note holders accepting the Company’s exchange offer, the Company evaluated the fair value of the incremental consideration paid to induce the convertible note holders to exchange their convertible notes for equity (i.e., 30,284 shares of common stock), based on the closing market price of the Company’s common stock on the date of each transaction, and recorded a charge to operations of $188,274. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of the exchange consideration is provided at Note 3. During year ended December 31, 2016, in connection with the Note Exchange Agreements, the Company wrote off and charged to interest expense the unamortized discount related to the value attributed to the New Warrants and the extension of the original Warrants of $66,811, and the unamortized discount related to the value attributed to the related beneficial conversion feature of $49,688. On September 15, 2016, the remaining outstanding Notes previously issued by the Company on November 5, 2014, December 9, 2014, December 31, 2014, and February 2, 2015, matured and the principal and accrued interest under those remaining Notes became due and payable upon demand. At the September 15, 2016 maturity date, Notes totaling $329,261, which included accrued interest of $53,261, became due and payable upon demand. During October 2016, holders of four Notes issued formal notices of default, and as a result, those four Notes were deemed to be in default under the terms of the Notes and began to accrue interest at the default rate of 12% per annum from the default date in accordance with the terms of the Notes. As of December 31, 2016 such notes remained in default and totaled $75,038, including accrued interest of $14,038. Additionally, on September 15, 2016, the remaining outstanding 13,137 New Warrants and 24,264 original Warrants (which had been previously extended) expired. The Notes consist of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Principal amount of notes payable $ 276,000 $ 579,500 Add accrued interest payable 62,616 61,388 338,616 640,888 Less unamortized costs: Stock warrant discounts - (196,669 ) Beneficial conversion feature discounts - (146,263 ) Capitalized financing costs - - $ 338,616 $ 297,956 As of December 31, 2016, the remaining outstanding Notes were convertible into 29,768 shares of the Company’s common stock, including 5,505 shares attributable to accrued interest of $62,616 payable as of such date. As of December 31, 2015, the Notes were convertible into 56,342 shares of the Company’s common stock, including 5,397 shares attributable to accrued interest of $61,388 payable as of such date. Note Payable to SY Corporation Co., Ltd. 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. (“SY Corporation”), an approximately 20% common stockholder of the Company at that time. SY Corporation was a significant stockholder and a related party at the time of the transaction, but has not been a significant stockholder or related party of the Company subsequent to December 31, 2014. The note accrues simple interest at the rate of 12% per annum and had a maturity date of June 25, 2013. The Company has not made any payments on the promissory note. At June 30, 2013 and subsequently, the promissory note was outstanding and in default, although SY Corporation has not issued a notice of default or a demand for repayment. The Company believes that SY Corporation 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 SY Corporation. 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. Note payable to SY Corporation consists of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 219,362 171,257 Foreign currency transaction adjustment (25,129 ) (9,463 ) $ 594,007 $ 561,568 Interest expense with respect to this promissory note was $48,105 and $48,639 for years ended December 31, 2016 and 2015, respectively. Advances and Notes Payable to Officers On June 16, 2015, Dr. Arnold S. Lippa, the Chairman of the Company’s Board of Directors and Chief Executive Officer at that time, 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, which included 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. On January 29, 2016, Dr. Arnold S. Lippa, the Company’s Chief Scientific Officer and Chairman of the Board of Directors, advanced $52,600 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. The note was secured by the assets of the Company. During the year ended December 31, 2016, $4,856 was charged to interest expense with respect to the note. In connection with the loan, Dr. Lippa was issued a fully vested warrant to purchase 10,309 shares of the Company’s common stock at an exercise price of $5.1025 per share, which was the closing market price of the Company’s common stock on the date of grant. The warrant expires on January 29, 2019 and may be exercised on a cashless basis. The aggregate grant date fair value of the warrant, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $48,245, and was charged to interest expense as additional consideration for the loan during the year ended December 31, 2016. On February 2, 2016, Dr. James S. Manuso, the Company’s Chief Executive Officer and Vice Chairman of the Board of Directors, advanced $52,600 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. The note was secured by the assets of the Company. During the year ended December 31, 2016, $4,799 was charged to interest expense with respect to the note. In connection with the loan, Dr. Manuso was issued a fully vested warrant to purchase 8,092 shares of the Company’s common stock at an exercise price of $6.5000 per share, which was the closing market price of the Company’s common stock on the date of grant. The warrant expires on February 2, 2019 and may be exercised on a cashless basis. The aggregate grant date fair value of the warrant, as calculated pursuant to the Black-Scholes option pricing model, was determined to be $48,392, and was charged to interest expense as additional consideration for the loan during the year ended December 31, 2016. On September 22, 2016, Dr. James S. Manuso, the Company’s Chief Executive Officer and Vice Chairman of the Board of Directors, each advanced $25,000 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. The note was secured by the assets of the Company. During the year ended December 31, 2016, $685 was charged to interest expense with respect to the note. In connection with the loan, Dr. Manuso was issued a fully vested warrant to purchase 5,000 shares of the Company’s common stock at an exercise price of $5.0000 per share, which was the closing market price of the Company’s common stock on the date of grant. The warrant expires on September 22, 2019 and may be exercised on a cashless basis. The aggregate grant date fair value of the warrant, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $22,151, and was charged to interest expense as additional consideration for the loan during the year ended December 31, 2016. On September 23, 2016, Dr. Arnold S. Lippa, the Company’s Chief Scientific Officer and Chairman of the Board of Directors, advanced $25,000 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. The note was secured by the assets of the Company. During the year ended December 31, 2016, $678 was charged to interest expense with respect to the note. In connection with the loan, Dr. Lippa was issued a fully vested warrant to purchase 5,155 shares of the Company’s common stock at an exercise price of $4.8500 per share, which was the closing market price of the Company’s common stock on the date of grant. The warrant expires on September 23, 2019 and may be exercised on a cashless basis. The aggregate grant date fair value of the warrant, as calculated pursuant to the Black-Scholes option pricing model, was determined to be $22,152, and was charged to interest expense as additional consideration for the loan during the year ended December 31, 2016. Other Short-Term Notes Payable Other short-term notes payable at December 31, 2016 and 2015 consisted of premium financing agreements with respect to various insurance policies. At December 31, 2016, a premium financing agreement was payable, with interest at 6.21% per annum, in ten monthly installments of $4,116 through January 14, 2017. At December 31, 2015, a premium financing agreement was payable, with interest at 5.08% per annum, in ten monthly installments of $3,697 through January 14, 2016. |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Settlement And Payment Agreements | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements 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 1,538 shares of common stock exercisable at $16.6400 (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 Company owed $18,500 at March 31, 2015 for the remaining balance of the cash portion of the settlement. On June 29, 2015, the settlement agreement was further amended, resulting in a cash payment of $3,000 against the outstanding balance, 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 154 shares of common stock exercisable at $5.8500 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 7,755 shares of common stock exercisable at $15.4700 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 Company’s common stock on April 8, 2015 of $15.4700 per share. The note payable, with interest at 10% per annum, was paid as scheduled in December 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 Company’s patents and patent applications relating to its ampakine technology in the United States Patent and Trademark Office, as well as for mutual releases. During the three months ended December 31, 2015, the Company executed agreements with four current professional service providers (including the Company’s patent law firm referred to above) that resulted in the partial settlement of amounts owed to them by the Company. Obligations aggregating $916,827 were settled for $15,000 in cash, the issuance of a short-term note payable of $59,763 as described above, the issuance of 27,890 shares of common stock valued at $158,625 ($5.6875 per share), which was the then closing market price of the Company’s common stock, and the issuance of stock options to purchase an aggregate of 97,288 shares of common stock exercisable, in each case, at the closing market price of the Company’s common stock on the date of issuance of the stock options. Options for 7,755 shares were exercisable at $15.4700 per share for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at an aggregate of $119,217 ($15.3725 per share). Options for 89,532 shares were exercisable at $5.6875 per share for a period of five years, and valued pursuant to the Black-Scholes option-pricing model at an aggregate of $488,847 ($5.4600 per share). The negotiated agreements resulted in the Company recognizing a gain of $75,375 during the year ended December 31, 2015. On June 27, 2016, the Company issued 16,453 of its common stock valued at $96,250 ($5.8500 per share), which was the closing market price of the Company’s common stock on that date, in partial payment of legal fees to one of its patent law firms. On September 2, 2016, the issued a stock option to purchase 7,222 shares of its common stock in partial payment of consulting fees to one of its professional service providers. The stock option was fully vested on the date of grant and will expire on September 2, 2021. The exercise price of the stock option was established on the grant date at $4.50 per share, which was the closing market price of the Company’s common stock on the date of grant. The aggregate grant date fair value of the stock option, calculated pursuant to the Black-Scholes option-pricing model, was determined to be $31,174. The issuance of the stock option resulted in a gain to the Company of $1,076 during the year ended December 31, 2016. The Company continues to explore ways to reduce its obligations and indebtedness, and might in the future enter into additional settlement and payment agreements. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015, 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, 2016, 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, 2016 and 2015. Series B Preferred Stock outstanding as of December 31, 2016 and 2015 consisted of 37,500 shares issued in a May 1991 private placement. Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208,375 per share of common stock, which is subject to adjustment under certain circumstances. As of December 31, 2016 and 2015, the shares of Series B Preferred Stock outstanding are convertible into 11 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 Chairman of the Company’s Board of Directors and Chief Executive Officer at that time, 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 had 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 39,585 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 $1.287, 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 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. 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 had 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 19,650 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 $1.287, 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 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. The Series G 1.5% Convertible Preferred Stock had 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. As the stated value of the Series G 1.5% Convertible Preferred Stock was $1,000 per share, and the fixed conversion price was $1.0725, each share of Series G 1.5% Convertible Preferred Stock was convertible into 932.4 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 865,734 shares of common 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. In addition, the Company had 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, were mandatorily convertible 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). Except as described in the Certificate of Designation, holders of the Series G 1.5% Convertible Preferred Stock voted 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 were entitled to receive, in preference to the holders of the Company’s 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 Second Restated Certificate of Incorporation that increased the number of authorized shares of the Company to 1,405,000,000, of which 1,400,000,000 were shares of common stock and 5,000,000 were shares of preferred stock, and (ii) approving and adopting the Cortex Pharmaceuticals, Inc. 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan. Subsequently, a Certificate of Amendment to the Company’s Second Restated Certificate of Incorporation, to effect the decrease in the authorized shares to 70,000,000, of which 65,000,000 are shares of common stock and 5,000,000 are shares of preferred stock, was filed with the Secretary of State of the State of Delaware on September 1, 2016. The shares of Series G 1.5% Convertible Preferred Stock 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(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 were not 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 recorded dividends on the Series G 1.5% Convertible Preferred Stock of $1,165 and $6,867 for the years ended December 31, 2016 and 2015, respectively, which was paid through the issuance of an additional 1.1 shares and 6.9 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 59,235 shares of common stock exercisable for five years at a fixed price of $1.287, 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 32,083 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, 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 7,424 shares of common stock, was exercised in part (50%, or 3,712 shares) on a cashless basis, resulting in the net issuance of 3,345 shares of common stock. The gross exercise price of the placement agent warrant that was exercised on a cashless basis was $4,778. 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 23,612 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 501,826 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 53,619 shares of common stock on a cashless basis. There were no conversions of Series G 1.5% Convertible Preferred Stock into shares of common stock during the three months ended December 31, 2015. 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 579,057 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 241,088 shares of the Company’s common stock, including 6,384 shares attributable to the 1.5% dividend on such shares of $6,847 accrued as of such date. On April 17, 2016, the remaining unconverted 259.7 shares of Series G 1.5% Convertible Preferred Stock outstanding (including accrued but unpaid dividends) were automatically and mandatorily redeemed by conversion into 242,173 newly issued shares of common stock at a conversion price of $1.0725 per share. 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, of which 1,400,000,000 were shares of common stock and 5,000,000 were 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 August 16, 2016, at a special meeting of the stockholders of the Company, the stockholders approved an amendment to the Company’s Second Restated Certificate of Incorporation (i) to effect, at the discretion of the Company’s Board of Directors, a three hundred twenty five-to-one (325-to-1) reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share, and (ii) to set the number of the Company’s authorized shares of stock at 70,000,000 shares, consisting of 65,000,000 shares designated as common stock, par value $0.001 per share, and 5,000,000 shares designated as preferred stock, par value $0.001 per share. On September 1, 2016, the Company filed a Certificate of Amendment to the Company’s Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the approved amendment. Pursuant to the amendment, an aggregate of 191.068 fractional shares resulting from the reverse stock split were not issued, but were to be paid out in cash (without interest or deduction) in an amount equal to the number of shares exchanged into such fractional share multiplied by the average closing trading price of the Company’s common stock on the OTCQB for the five trading days immediately before the Certificate of Amendment effecting the reverse stock split was filed with the Delaware Secretary of State ($6.7899 per share, on a post reverse stock split basis) for an aggregate of $1,298. 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 former Director of the Neuroscience and Mental Health Institute at the University of Alberta, holds multiple 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 6,154 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 $21.4500 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 a charge 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 6,154 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 $25.3500 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. 2015 Unit Offering 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 105,517 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 211,034 warrants. This financing represented the initial closing of a private placement of up to $3,000,000. On September 28, 2015, the Company completed 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 31,973 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 63,946 Warrants. On November 2, 2015, the Company completed 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 37,309 shares of common stock, and (ii) one warrant to purchase two additional shares of common stock, representing an aggregate of 74,618 warrants. This third closing brought the aggregate amount raised under this private placement as of November 2, 2015 to $1,194,710. The unit price in each closing of the private placement was $6.8348 (the “Per Unit Price”). The Warrants are exercisable through September 30, 2020 and may be exercised at a price of $6.8348 for each share of Common Stock to be acquired upon exercise. The Purchasers consisted of non-affiliated investors, other than Dr. James S. Manuso, the current President and Chief Executive Officer of the Company, who invested $250,000 in the initial closing of the private placement, and one other investor who invested $301,180 in the private placement and became an affiliate of the Company by virtue of his aggregate stock holdings in the Company. The Warrants do not contain any cashless exercise provisions 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 Dr. James S. 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 6,894 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 2,722 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 3,731 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 cashless exercise provisions. 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 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 were 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. Unit Exchange Agreement During April and May 2016, the Company entered into Unit Exchange Agreements with certain warrant holders who had acquired units in connection with the Second Amended and Restated Common Stock and Warrant Purchase Agreement on August 28, 2015, September 28, 2015 or November 2, 2015. The Unit Exchange Agreements provided for the warrant holders to exchange (i) existing warrants to purchase an aggregate of 217,187 shares of the Company’s common stock, plus (ii) an aggregate of $529,394 in cash, in return for (i) an aggregate of 108,594 shares of the Company’s common stock with a total market price of $728,859 (average $6.7275 per share), and (ii) new warrants to purchase an aggregate of 108,594 shares of the Company’s common stock with an exercise price of $4.8750 per share, exercisable for cash or on a cashless basis through the original expiration date of September 30, 2020. For accounting purposes, for those unit warrant holders accepting the Company’s exchange offer, the Company evaluated the fair value of the incremental consideration paid to induce the unit warrant holders to exchange their original warrants for exchanged warrants and determined that the Company did not incur any cost with respect to the exchange transactions. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of the exchange consideration is provided at Note 2. 1st 2016 Unit Offering On January 8, 2016, the Company initiated a new equity private placement, consisting of units of common stock and warrants, up to an aggregate of $2,500,000, with each unit consisting of (i) one share of common stock, and (ii) one warrant to purchase two additional shares of common stock. During the nine months ended September 30, 2016, the Company entered into purchase agreements with nine accredited and four non-accredited, non-affiliated investors, pursuant to which an aggregate of 43,003 shares of common stock and an aggregate of 86,006 warrants were sold, generating gross proceeds of $309,985. Included in the gross proceeds of $309,985 received was $25,350 received on June 30, 2016 from the sale of 3,517 shares of common stock and an aggregate of 7,034 warrants to an unrelated entity with which the Company simultaneously entered into one-year agreement for investor relations services. The unit price in the private placement closings was $7.2085. The warrants are exercisable at $7.9300, for each share of common stock to be acquired, and expire on February 28, 2021. The warrants have cashless exercise provisions 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. In the case of an acquisition 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 purchasers in the 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. No placement agent fees, brokerage commissions, finder’s fees or similar payments were made in the form of cash or warrants to qualified referral sources in connection with the sale of the shares of common stock and warrants. The Company paid $3,429 in cash to other professionals for services related to the seven closings. 2nd 2016 Unit Offering On December 29, 2016, the Company entered into purchase agreements with certain accredited investors, pursuant to which, the Company sold units in a private placement for aggregate cash consideration of $125,000, with each unit consisting of (i) one share of common stock, and (ii) one warrant to purchase an additional share of common stock. On December 30, 2016, the Company sold additional units to additional investors for aggregate cash consideration of $60,000 in a second and final closing, bringing the total aggregate consideration paid in the private placement to $185,000 through December 31, 2016. On December 31, 2016, the private placement terminated pursuant to its terms. The price per unit in the initial closing of the private placement was $1.42. The warrants are exercisable until December 31, 2021 and may be exercised at 110% of the per unit price, or $1.562 per share of common stock. The warrants have a cashless exercise provision and certain “blocker” provisions limiting the percentage of shares of common stock of the Company that the purchaser can hold upon exercise. The warrants are also subject to a call by the Company at $0.001 per share upon ten (10) days written notice if the Company’s common stock closes at 200% or more of the unit purchase price for any five (5) consecutive trading days. The purchasers were non-affiliated investors. In total, 130,284 shares of common stock were purchased in the private placement, together with warrants to purchase an additional 130,284 shares of Common Stock. In addition, as set forth in the purchase agreements, each purchaser has the option, but not the obligation, to exchange the entire amount invested in the private placement (but not less than the entire amount), in such purchaser’s sole discretion, into any subsequent offering of the Company until the earlier of (i) the completion of subsequent offerings by the Company aggregating at least $15 million of gross proceeds to the Company, or (ii) December 31, 2017. If exchanged, the amount to be invested in a subsequent offering will be 1.2 times the amount of the initial investment in the private placement, or 1.4 times the amount of the initial investment if the Company has entered into financing transactions pursuant to Sections 3(a)(9) or 3(a)(10) of the Securities Act of 1933, as amended, or other financing arrangements that have full-ratchet anti-dilution provisions (i) without a floor, or (ii) with an indeterminate and potentially infinite number of shares issuable pursuant to such provisions. If neither termination condition has been reached, and the Company has more than one subsequent offering, the purchaser may elect to exchange into any subsequent offering, regardless of whether such purchaser has already exchanged into a subsequent offering; provided, however, that the amount invested in such subsequent offering will only and always be 1.2 (or 1.4, as applicable) times the amount of the initial investment. In the case of an acquisition, as defined in the agreement, in which the Company is not the surviving entity, the holder of each warrant would receive from any surviving entity or successor to the Company, in exchange for such 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. Unlimited piggy-back registration rights have been granted with respect to the common stock, and the common stock underlying the warrants, unless such common stock is eligible to be sold without volume limits under an exemption from registration under any rule or regulation of the SEC that permits the holder to sell securities of the Company to the public without registration. The Company is obligated to pay placement agent fees, brokerage commissions, finder’s fees or similar payments totaling up to $13,875 to an unaffiliated qualified referral source as well as warrants up to 7.5% of number of units sold in the private placement. The Company paid $4,000 in cash to other professionals for services related to the closings. The shares of common stock 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(b) of Regulation D promulgated thereunder. None of the shares of common stock issued |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
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 Company’s deferred tax assets as of December 31, 2016 and 2015 are summarized below. December 31, 2016 2015 Capitalized research and development costs $ 150,000 $ 150,000 Research and development credits 3,239,000 3,239,000 Stock-based compensation 3,430,000 1,496,000 Stock options issued in connection with the payment of debt 289,000 276,000 Net operating loss carryforwards 37,745,000 36,663,000 Accrued compensation 794,000 290,000 Accrued interest due to related party 94,000 70,000 Other, net 14,000 13,000 Total deferred tax assets 45,755,000 42,197,000 Valuation allowance (45,755,000 ) (42,197,000 ) 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, 2016 and 2015, management was unable to determine that it was more likely than not that the Company’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, 2016 and 2015 due to the losses incurred during such periods. The Company’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, 2016 and 2015. Years Ended December 31, 2016 2015 U. S. federal statutory tax rate (35.0 )% (35.0 )% Stock-based compensation - % - % Change in valuation allowance 33.0 % 31.1 % Amortization of warrant discounts 1.3 % 4.0 % Fair value of note payable conversion discounts 0.7 % - % Other - % (0.1 )% Effective tax rate 0.0 % 0.0 % As of December 31, 2016, the Company had federal and state tax net operating loss carryforwards of approximately $91,607,000 and $97,352,000, respectively. The state tax net operating loss carryforward consists of $92,084,000 for California purposes and $5,268,000 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 2017 through 2036. 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, 2016. The federal research and development tax credit carryforwards will expire at various dates from 2017 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 Company’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, 2016 | |
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 (“Aurora”) through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora. Aurora 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 in conjunction with the removal of the Company’s prior Board of Directors on March 22, 2013, which amount has been included in accounts payable and accrued expenses at December 31, 2016 and 2015. On June 30, 2015, the Board of Directors of the Company awarded, but did not pay, cash bonuses totaling $215,000, including an aggregate of $195,000 to certain of the Company’s executive officers and an aggregate of $20,000 to the independent members of the Company’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 Company’s Board of Directors were as follows: James E. Sapirstein - $10,000; and Kathryn MacFarlane - $10,000. The cash bonuses 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 Company’s consolidated balance sheet at December 31, 2016 and 2015. On June 30, 2015, the Board of Directors also established cash compensation arrangements for certain of the Company’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 Company’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. These compensation arrangements have been extended through December 31, 2017. 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 were accrued and will 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 Company’s operations on an ongoing basis. Effective August 18, 2015, Company entered into 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. Additional information with respect to these employment agreements entered into on August 18, 2015 is provided at Note 9. During the years ended December 31, 2016 and 2015, the Company recorded charges to operations of $20,464 and $24,875, respectively, for consulting services rendered by an entity controlled by family members of Dr. Arnold S. Lippa. A description of other transactions between the Company and Aurora is provided at Notes 4, 6 and 10. A description of advances and notes payable to officers is provided at Note 4. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Pending or Threatened Legal Actions and Claims 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. The Company has not received any further communications from the former director with respect to this matter. By letter dated February 5, 2016, the Company received a demand from a law firm representing a professional services vendor of the Company alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator awarded the vendor the full amount sought in arbitration of $146,082. Additionally, the arbitrator granted the vendor attorneys’ fees and costs of $47,930. All such amounts have been accrued at December 31, 2016. By e-mail dated July 21, 2016, the Company received a demand from an investment banking consulting firm that represented the Company in 2012 in conjunction with the Pier transaction alleging that $225,000 is due and owing for unpaid investment banking services rendered. The Company has been in discussions with this firm regarding this matter. 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, 2016 and 2015 with respect to such matters, including, specifically, the matters noted above. The Company intends to vigorously defend itself if any of the matters described above results in the filing of a lawsuit or formal claim. Significant Agreements and Contracts Consulting Agreement 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 for the years ended December 31, 2016 and 2015, which is included in research and development expenses in the Company’s consolidated statements of operations for such periods. Employment Agreements On August 18, 2015, the Company entered into an employment agreement with Dr. James S. Manuso, Ph.D., to be its new President and Chief Executive Officer. Pursuant to the agreement, which is for an initial term through September 30, 2018 (and which will be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date), Dr. Manuso received an annual base salary of $375,000. Dr. Manuso is also eligible to earn a performance-based annual bonus award of up to 50% of his base salary, based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year, or any amount at the discretion of the Board of Directors. Additionally, Dr. Manuso was granted stock options to acquire 261,789 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 is also entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as additional compensation for a term life insurance policy and disability insurance policy. Dr. Manuso is also entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Dr. Manuso is provided at Note 6. Cash compensation accrued pursuant to this agreement totaled $421,350 for the year ended December 31, 2016, and $146,060 for the period August 18, 2015 through December 31, 2015. Such amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2016 and 2015, respectively, and in general and administrative expenses in the Company’s consolidated statement of operations for the years ended December 31, 2016 and 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. Such amounts have not been paid to Dr. Manuso. 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. On August 18, 2015, concurrently with the hiring of Dr. James S. Manuso as the Company’s new President and Chief Executive Officer, Dr. Arnold S. Lippa resigned as the Company’s President and Chief Executive Officer. Dr. Lippa continues to serve as the Company’s Executive Chairman and as 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 through September 30, 2018 (and which will be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date), Dr. Lippa received an annual base salary of $300,000. Dr. Lippa is also eligible to earn a performance-based annual bonus award of up to 50% of his base salary, based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year, or any amount at the discretion of the Board of Directors. Additionally, Dr. Lippa was granted stock options to acquire 30,769 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 is also entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy. Dr. Lippa is also entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Dr. Lippa is provided at Note 6. Cash compensation accrued pursuant to this agreement totaled $254,700 and $118,438 for the years ended December 31, 2016 and 2015, respectively, which is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2016 and 2015, and in research and development expenses in the Company’s consolidated statement of operations. Cash compensation accrued to Dr. Lippa for bonuses and under a prior superseded arrangement, while still serving as the Company’s President and Chief Executive Officer, totaled $94,758 and is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2016 and 2015, and in general and administrative expenses in the Company’s consolidated statement of operations. Such amounts have not been paid to Dr. Lippa. Dr. Lippa does 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 through September 30, 2016 (and which will be deemed to be automatically extended upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date), Mr. Margolis and Mr. Weingarten each received an annual base salary of $195,000, and each is also eligible to receive performance-based annual bonus awards ranging from $65,000 to $125,000, based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year, or any amount at the discretion of the Board of Directors. Additionally, Mr. Margolis and Mr. Weingarten were each granted stock options to acquire 30,769 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 are also each entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy. Both Mr. Margolis and Mr. Weingarten are also each entitled to 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. Cash compensation accrued pursuant to these agreements totaled $433,200 ($216,600 each) and $159,540 ($79,770 each) for the years ended December 31, 2016 and 2015, respectively, which is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2016 and 2015, and in general and administrative expenses in the Company’s consolidated statement of operations. Cash compensation accrued to Mr. Margolis and Mr. Weingarten for bonuses and under prior superseded arrangements totaled $151,612 ($75,806 each) and is also included in accrued compensation and related expenses in the Company’s consolidated balance sheet at September 30, 2016, and in general and administrative expenses in the Company’s consolidated statement of operations. Such amounts have not been paid to Mr. Margolis or Mr. Weingarten. Mr. Margolis and Mr. Weingarten also continue to serve as Directors of the Company, but do not receive any additional compensation for serving on the Board of Directors. The employment agreements between the Company and each of Dr. Manuso, Dr. Lippa, Mr. Margolis and Mr. Weingarten, respectively, provided that the payment obligations associated with the first year base salary were to accrue, but no payments were 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, was received by the Company, at which time scheduled payments were to commence. As this financing milestone has not been achieved, Dr. Manuso, Dr. Lippa, Mr. Margolis and Mr. Weingarten (who are each also directors of the Company) have each agreed, effective as of August 11, 2016, to continue to defer the payment of such amounts indefinitely, 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 Company’s operations on an ongoing basis. 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 to 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, 2016 and 2015. 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 had 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 and also requires the Company to pay the University of Illinois a license fee, royalties, patent costs and certain milestone payments. The 2014 License Agreement provides for various royalty payments by the Company, including a royalty on net sales of 4%, payment on sub-licensee revenues of 12.5%, and a minimum annual royalty of $100,000 beginning in 2015, which is due and payable on December 31 of each year. The 2015 minimum annual royalty of $100,000 was paid as scheduled in December 2015, and the 2016 minimum annual royalty of $100,000 was paid as scheduled in December 2016. 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 payable by the Company 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 2014 License Agreement also provides for certain one-time milestone payments by the Company. 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. During the years ended December 31, 2016 and 2015, the Company recorded a charge to operations of $100,000 and $100,000, respectively, with respect to its 2016 and 2015 minimum annual royalty obligation, which is included in research and development expenses in the Company’s consolidated statement of operations for the years ended December 31, 2016 and 2015. 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 Pompe 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 (approximately US$111,000), consisting of approximately CAD$85,000 (approximately US$65,000) of personnel funding in cash in four installments during 2016, to provide approximately CAD$21,000 (approximately US$16,000) in equipment, to pay patent costs of CAD$20,000 (approximately US$15,000), and to underwrite additional budgeted costs of CAD$20,000 (approximately US$15,000). As of December 31, 2016, all payments required pursuant to this Research Contract had been made as required. The conversion to US dollars above utilizes an exchange rate of approximately US$0.76 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, 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 were 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 and charged to research and development expenses during the three months ended March 31, 2015. On October 30, 2015, the Agreement was amended to provide for a Phase 2A clinical trial of CX1739 at a cost of $558,268. During March 2016, a Phase 2A clinical trial at Duke University School of Medicine was initiated, with the dosing portion of the clinical trial completed in June 2016 and the clinical trial formally completed on July 11, 2016. On July 28, 2016, the Agreement was further amended to reflect additional post-clinical trial costs of $120,059, increasing the total amount payable under the Agreement to $678,327. During the year ended December 31, 2016, the Company recorded a charge to operations of $602,642 for research and development expenses with respect to work conducted pursuant to the amended Agreement. Sharp Clinical Services, Inc. Agreement The Company has various agreements with Sharp Clinical Services, Inc. to provide packaging, labeling, distribution and analytical services. Covance Laboratories Inc. Agreement On October 26, 2016, the Company entered into a twelve month agreement with Covance Laboratories Inc. to provide compound testing and storage services with respect to CX1739, CX1866 and CX1929 at a total budgeted cost of $35,958. Summary of Principal Cash Obligations and Commitments The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of December 31, 2016, aggregating $2,251,324. Payments Due By Year Total 2017 2018 2019 2020 2021 Research and development contracts $ 52,801 $ 52,801 $ — $ — $ — $ — Clinical trial agreements (1) 26,773 26,773 — — — — License agreements 500,000 100,000 100,000 100,000 100,000 100,000 Employment and consulting agreements (2) 1,671,750 1,106,100 565,650 — — — Total $ 2,251,324 $ 1,285,674 $ 665,650 $ 100,000 $ 100,000 $ 100,000 (1) The amount presented is net of the remaining balance of an advance payment of $48,912 made on May 6, 2016, which has been reflected as advance payment on research contract in the Company’s consolidated balance sheet at December 31, 2016. (2) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events 2017 Unit Offering On March 10, 2017, the Company entered into a private placement agreement with an accredited investor, pursuant to which, the Company sold units for aggregate cash consideration of $50,000 in the first closing of an offering of up to $1,500,000. On March 28, 2017, the Company entered into private placement agreements with two additional accredited investors, pursuant to which the Company sold additional units for aggregate cash consideration of $300,000. Each unit consists of (i) one share of common stock, and (ii) one warrant to purchase an additional share of common stock. The price per unit in the initial and second closing which will be the price per unit in subsequent closings of the private placement, was $2.50. The warrants are exercisable until December 31, 2021 and may be exercised at 110% of the per unit price, or $2.75 per share of common stock. The warrants have a cashless exercise provision and certain “blocker” provisions limiting the percentage of shares of common stock of the Company that the purchaser can hold upon exercise. The warrants are also subject to a call by the Company at $0.001 per share upon ten (10) days written notice if the Company’s common stock closes at 200% or more of the unit purchase price for any five (5) consecutive trading days. The purchaser is a non-affiliated investor. 20,000 shares of common stock were purchased in the private placement, together with warrants to purchase an additional 20,000 shares of Common Stock. In addition, the purchaser has the option, but not the obligation, to exchange the entire amount invested in the private placement (but not less than the entire amount), in such purchaser’s sole discretion, into any subsequent equity offering accounted for in the equity section of the Company’s Statement of Financial Condition, until the earlier of (i) the completion of subsequent offerings by the Company aggregating at least $15 million of gross proceeds to the Company, or (ii) December 31, 2017. If exchanged, the amount to be invested in a subsequent offering will be 1.2 times the amount of the initial investment in the private placement, or 1.4 times the amount of the initial investment if the Company has entered into financing transactions pursuant to Sections 3(a)(9) or 3(a)(10) of the Securities Act of 1933, as amended, or other financing arrangements that have full-ratchet anti-dilution provisions (i) without a floor, or (ii) with an indeterminate and potentially infinite number of shares issuable pursuant to such provisions. If neither termination condition has been reached, and the Company has more than one subsequent offering, the purchaser may elect to exchange into any subsequent offering, regardless of whether such purchaser has already exchanged into a subsequent offering; provided, however, that the amount invested in such subsequent offering will only and always be 1.2 (or 1.4, as applicable) times the amount of the initial investment. These exchange rights are effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings that aggregate at least $15 million of gross proceeds, or (ii) December 31, 2017. In the case of an acquisition, as defined in the agreement, in which the Company is not the surviving entity, the holder of each warrant would receive from any surviving entity or successor to the Company, in exchange for such 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. Unlimited piggy-back registration rights have been granted with respect to the common stock, and the common stock underlying the warrants, unless such common stock is eligible to be sold without volume limits under an exemption from registration under any rule or regulation of the SEC that permits the holder to sell securities of the Company to the public without registration. The Company is not obligated to pay placement agent fees, brokerage commissions, finder’s fees or similar payments or warrants in respect to the closing, but is obligated to pay $20,000 in placement agent fees to Aurora in connection with the second closing. The Company also may be obligated to pay such fees including warrant fees in subsequent 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 or any warrants issued to a qualified referral source. 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. Approval of Amendment of the Amended and Restated 2015 Stock and Stock Option Plan On January 17, 2017, the Board of Directors of the Company approved the adoption of the Amendment of the Amended and Restated RespireRx Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (the “2015 Plan”). As a result of the 325-to-1 reverse stock split of the Company’s issued and outstanding common stock on September 1, 2016, the shares issuable under the 2015 Plan had effectively been reduced from 500,000,000 to 1,538,461 by the terms of the 2015 Plan. The Amendment increases the shares issuable under the plan by 1,500,000, from 1,538,461 to 3,038,461. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by the Amendment. Award of Common Stock Options On January 17, 2017, the Board of Directors of the Company awarded stock options for a total of 395,000 shares of common stock in various quantities to seventeen individuals who are members of management, the Company’s Scientific Advisory Board, independent members of the Board of Directors, or outside service providers pursuant to the Company’s 2015 Plan. The stock options vested 25% on January 17, 2017, 25% on March 31, 2017, and will vest 50% on June 30, 2017, and will expire on January 17, 2022. The exercise price of the stock options was established on the grant date at $3.9000 per share, which was the closing market price of the Company’s common stock on such date. The aggregate grant date fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was $1,464,305. Arbitration Award By letter dated February 5, 2016, the Company received a demand from a law firm representing a professional services vendor of the Company alleging an amount due and owing for unpaid services rendered. On January 18, 2017, an arbitrator awarded the vendor the full amount sought in arbitration of $146,082. The arbitrator granted the vendor attorneys’ fees and costs of $47,930. All such amounts have been accrued at December 31, 2016. 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, or could affect, the amounts or disclosures in the condensed consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. 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 Company’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, advances on research grants and accounts payable and accrued expenses) is considered by the Company to be representative of the respective fair values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed debt financings are presented as a direct deduction from the carrying amount of the related debt liability (see “Capitalized Financing Costs” below). Costs related to completed equity financings are charged directly to additional paid-in capital. |
Capitalized Financing Costs | Capitalized Financing Costs Through December 31, 2015, costs related to completed debt financings were capitalized on the balance sheet and amortized over the term of the related debt agreements. Amortization of these costs was calculated on the straight-line basis, which approximated the effective interest method, and was charged to interest expense in the consolidated statements of operations. Pursuant to Accounting Standards Update No. 2015-03 (ASU 2015-03), Interest – Imputation of Interest (Subtopic 835-30), effective January 1, 2016, the Company is 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 the presentation for debt discounts. The Company is required to apply the new accounting 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 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., the debt issuance cost asset and the debt liability). As the Company did not have any capitalized financing costs on its consolidated balance sheet at December 31, 2015 or 2016, the implementation of ASU 2015-03 did not have any impact on the Company’s financial statements as presented herein. |
Series G 1.5% Convertible Preferred Stock | Series G 1.5% Convertible Preferred Stock The shares of Series G 1.5% Convertible Preferred Stock (including accrued dividends) issued in 2014 were mandatorily convertible into common stock at a fixed conversion rate on April 17, 2016 (if not converted earlier) and provided no right to receive a cash payment. Additionally, the Series G 1.5% Convertible Preferred Stock included no participatory or reset rights, or other protections (other than normal anti-dilution rights) based on subsequent events, including equity transactions. Accordingly, the Company categorized the Series G 1.5% Convertible Preferred Stock in stockholders’ equity (deficiency), as there were 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 had a stated value of $1,000 per share and was convertible into shares of common stock at a fixed price of $1.0725 per share of common stock. 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 $13.0000 per share and $11.3100 per share, respectively, which was greater than the effective purchase price of such common shares of $1.0725 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 equaled 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. Dr. Arnold S. Lippa, Ph.D., the Chairman of the Company’s Board of Directors and Chief Executive Officer at that time, purchased 250 shares of Series G 1.5% Convertible Preferred Stock 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 the 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 236,942 shares of common stock. |
Convertible Notes Payable | Convertible Notes Payable Original Issuance of Notes and Warrants The convertible notes sold to investors in 2014 and 2015 had a fixed interest rate of 10% per annum and are convertible into common stock at a fixed price of $11.3750 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 were exercisable at a fixed price of $11.3750 per share, provided no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were 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 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 $11.3750 (reflecting 100% warrant coverage). The warrants did not have any cashless exercise provisions and, when issued, were exercisable through September 30, 2015 at a fixed price of $11.3750 per share. The shares of common stock issuable upon conversion of the notes payable and the exercise of the warrants were not subject to any registration rights. In the same offering, 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 effective February 18, 2015, which had generated aggregate gross proceeds of $579,500, and in connection with which the Company had issued warrants to purchase 50,945 shares of common stock. 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 $17.0300 per share, $13.3575 per share, $14.6575 per share and $13.9750 per share, respectively, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of the warrants of $11.3750 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 sold with the convertible notes. 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 incurred from November 5, 2014 through February 2, 2015 with respect to this financing were deferred and capitalized as deferred offering costs and were amortized to interest expense over the original term of the convertible notes through September 15, 2015 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 Original Warrants, and Issuance of New Warrants On August 13, 2015, pursuant to the terms of the convertible notes, the Company elected to extend the maturity date of the convertible notes to September 15, 2016. Under the terms of the convertible notes, the Company was required to issue to note holders 27,396 additional warrants (the “New Warrants”) that were exercisable through September 15, 2016. The New Warrants were 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 $11.3750. The New Warrants otherwise had terms substantially similar to the 50,945 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 50,945 original warrants to September 15, 2016, so that they were 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. The Company deferred the debt modification costs related to the modification of the convertible notes and the issuance of the New Warrants (consisting of the fair value of the New Warrants) over the remaining term of the extended notes. The Company accounted for such costs as a discount to the convertible notes and amortized 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 Company deferred the debt modification costs related to the extension of the original warrants (consisting of the fair value of the extension of the original warrants) over the remaining term of the extended convertible notes. The Company accounted for such costs as a discount to the convertible notes and amortized 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 $10.0750 per share, as compared to the fixed conversion price of the convertible notes and the fixed exercise price of both the original warrants and the New Warrants of $10.0750 per share. The Company accounted for the beneficial conversion features with respect to the extension of the convertible notes and the extension of the original 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 27,396 New Warrants and the fair value of extending the 50,945 original 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 original warrants, of approximately 55% for the convertible notes, including accrued interest, and approximately 45% for the New Warrants and extension of the original warrants. Once these values were determined, the fair value of the New Warrants and extension of the original 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 was 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. Note Exchange Agreements During April and May 2016, the Company entered into Note Exchange Agreements with certain note holders, including one non-officer/director affiliate, as described below, representing an aggregate of $303,500 of principal amount of the convertible notes (out of a total of $579,500 of original principal amount of the convertible notes payable). The Note Exchange Agreements were substantially similar, and provided for the note holders to exchange their notes, original warrants and New Warrants (collectively, the “Exchanged Securities”), plus cash, in exchange for shares of the Company’s common stock. In the aggregate, $344,483 of principal amount (which included accrued interest of $40,983) of the convertible notes, original warrants to purchase 26,681 shares of the Company’s common stock and New Warrants to purchase 14,259 shares of the Company’s common stock, plus an aggregate of $232,846 in cash, were exchanged for 101,508 shares of the Company’s common stock, with a total market value of $631,023 (average $6.2075 per share), which resulted in a credit to total stockholders’ deficiency of $577,329. All of the Exchanged Securities were cancelled as a result of the respective exchange transactions. Among the executed Note Exchange Agreements, the Company entered into one Note Exchange Agreement with a non-officer/director affiliate effective May 4, 2016 (the financial information with respect thereto is included in the summary paragraph presented above), pursuant to which this affiliate exchanged $28,498 of principal amount (which included accrued interest of $3,498) of the convertible notes, original warrants to purchase 2,198 shares of the Company’s common stock and New Warrants to purchase 1,178 shares of the Company’s common stock, plus $19,200 in cash, in return for 8,386 shares of the Company’s common stock. In this transaction, the exchanging note holders agreed to exchange their convertible notes (including accrued interest) into common stock at a 50% discount to the conversion rate ($11.3750 per share) provided for by the terms of the convertible notes, if they also exchanged all of their warrants associated with the convertible notes, plus paid cash equal to a 50% discount to the exercise price ($11.3750 per share). For accounting purposes, the transactions have been treated as if (i) the participants had converted the convertible notes (which included accrued but unpaid interest of $40,993) at a conversion price reduced from $11.3750 to $5.6875 per share, and that such conversions in the aggregate resulted in the issuance of an aggregate of 60,568 shares of common stock, and (ii) the participants had exercised their original warrants to purchase an aggregate of 26,681 shares of common stock and the New Warrants to purchase an aggregate of 14,259 shares of common stock, all at an exercise price reduced from $11.3750 to $5.6875 per share, and that such exercise of the warrants generated an aggregate cash payment to the Company of $232,846 and resulted in the issuance of an aggregate of 40,940 shares of common stock. In connection with the exchange of the convertible notes, original warrants, New Warrants and the payment of cash, a total of 101,508 shares of common stock in the aggregate were issued. The closing market price of the Company’s common stock during the period that these exchange transactions were entered into ranged from $5.8500 to $7.7675 per share. The Company reviewed the guidance in ASC 470-20-40-13 through 17, Recognition of Expense Upon Conversion, and in ASC 470-20-40-26, Induced Conversions. Pursuant to this accounting guidance, for those convertible note holders accepting the Company’s exchange offer, the Company evaluated the fair value of the incremental consideration paid to induce the convertible note holders to exchange their convertible notes for equity (i.e., 30,284 shares of common stock), based on the closing market price of the Company’s common stock on the date of each transaction, and recorded a charge to operations of $188,274. The Company evaluated the warrants exchanged in conjunction with the Note Exchange Agreements. The Company calculated the fair value of the warrants exchanged (consisting of the warrants issued in conjunction with the original issuance of the convertible notes) as if the warrants were modified immediately before the theoretical warrant modification and immediately after such warrant modification. As the fair value of the warrants immediately after the modifications was less than the fair value of the warrants immediately before the modifications (both amounts calculated pursuant to the Black-Scholes option-pricing model), the Company did not record any accounting entry with respect to the warrant exchange transactions. The fair value of the warrants subject to the Note Exchange Agreements was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Before Warrant Modifications After Warrant Modifications Exercise price per warrant $ 11.3750 $ 5.6875 Stock price $ 5.8500 to $7.5400 $ 5.8500 to $7.5400 Risk-free interest rate 0.23 % 0.23 % Expected dividend yield 0 % 0 % Expected volatility 201.59 % 201.59 % Expected life 4.4 to 4.5 months 0 months 2015 Unit Offering Units sold to investors on August 28, 2015, September 28, 2015 and November 2, 2015 were comprised of one share of the Company’s common stock and one common stock purchase warrant to purchase two additional shares of the Company’s common stock. Units were sold for $6.83475 per unit and the warrants issued in connection with the units were exercisable at a fixed price $6.83475 per share of the Company’s common stock. The warrants provided no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this unit financing. The aggregate gross proceeds of this unit financing was $1,194,710. The closing market prices of the Company’s common stock on the transaction closing dates of August 28, 2015, September 28, 2015 and November 2, 2015 were $12.50, $8.1169 and $8.1169 respectively compared to the fixed unit price per unit and warrant exercise price per share of $6.83475. Unit Exchange Agreements During April and May 2016, the Company entered into Unit Exchange Agreements with certain warrant holders, including two affiliates, one of whom was Dr. Manuso, and the other of whom was a non-officer/director affiliate, both as described below. The Unit Exchange Agreements were substantially similar, and provided for the warrant holders to exchange (i) existing warrants to purchase an aggregate of 217,188 shares of the Company’s common stock (which were cancelled as a result of the respective exchange transactions), plus (ii) an aggregate of $529,394 in cash, in return for (i) an aggregate of 108,594 shares of the Company’s common stock, and (ii) new warrants to purchase an aggregate of 108,594 shares of the Company’s common stock. The new warrants have the same expiration date as the original warrants (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. Among the executed Unit Exchange Agreements, the Company entered into a Unit Exchange Agreement with Dr. Manuso effective April 6, 2016 (the financial information with respect thereto is included in the summary paragraph presented above), pursuant to which Dr. Manuso exchanged a warrant to purchase 73,156 shares of the Company’s common stock that was originally issued to him in the Company’s August 28, 2015 unit offering (which was cancelled as a result of the exchange transaction), plus $178,317 in cash, in return for 36,578 shares of the Company’s common stock and the issuance of a new warrant to purchase 36,578 shares of the Company’s common stock. The new warrant has the same expiration date as the original warrant (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. The closing market price of the Company’s common stock on April 6, 2016 was $7.7675 per share. Among the executed Unit Exchange Agreements, the Company also entered into Unit Exchange Agreements (which are included in the summary paragraph above) with a non-officer/director affiliate (and his affiliate) effective May 4, 2016 (the financial information with respect thereto is included in the summary paragraph presented above), pursuant to which this affiliate exchanged warrants to purchase 88,132 shares of the Company’s common stock that were originally issued to the affiliate in the Company’s August 28, 2015 unit offering (which were cancelled as a result of the exchange transaction), plus $214,822 in cash, in return for 44,066 shares of the Company’s common stock and the issuance of new warrants to purchase 44,066 shares of the Company’s common stock. The new warrants have the same expiration date as the original warrants (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. The closing market price of the Company’s common stock on May 4, 2016 was $5.8500 per share. In this transaction, exchanging warrant holders who received their warrants in any of the three closings of the Company’s 2015 unit offering agreed to exchange their warrants associated with such financing, plus paid cash equal to a reduced exercise price per share ($4.8750 per share) for 50% of such warrants, with 50% of the warrants replaced with similar warrants with the same term at a reduced exercise price. For accounting purposes, the transactions have been treated as if (i) participants exercised one-half of the existing warrants entitling them to purchase an aggregate of 217,188 shares of the Company’s common stock that were originally issued to them in the Company’s unit offering, with closings on August 28, 2015, September 28, 2015 and November 2, 2015 (i.e., warrants to purchase 108,594 shares of common stock), at an exercise price reduced from $6.8348 to $4.8750 per share, and (ii) the other one-half of the original warrants were cancelled. The Unit Exchange Agreements also provided for the Company to issue new warrants to the participants to purchase an aggregate of 108,594 shares of common stock. The new warrants have the same expiration date as the original warrants (September 30, 2020) and may be exercised for cash or on a cashless basis at $4.8750 per share. For accounting purposes, the transaction was treated as if the warrant exercise price for all of the warrants was reduced from $6.8348 to $4.8750 per share, in exchange for which 50% of the warrants were exercised for cash at the reduced exercise price, and the remaining 50% of the warrants continued to remain outstanding through September 30, 2020 and gained a cashless exercise provision. The closing market price of the Company’s common stock during the period that these exchange transactions were entered into ranged from $5.8500 to $7.7675 per share. The Company evaluated the warrants exchanged in conjunction with the Unit Exchange Agreements. The Company calculated the fair value of the warrants exchanged as if the warrants were modified immediately before the theoretical warrant modification and immediately after such warrant modification. As the fair value of the warrants immediately after the modifications was less than the fair value of the warrants immediately before the modifications (both amounts calculated pursuant to the Black-Scholes option-pricing model), the Company did not record any accounting entry with respect to the warrant exchange transactions. The fair value of the warrants subject to the Unit Exchange Agreements was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Before Warrant Modifications After Warrant Modifications Exercise price per warrant $ 6.8348 $ 4.8750 Stock price $ 5.8500 to $7.7675 $ 5.8500 to $7.7675 Risk-free interest rate 1.12 % 0.23 % and 1.12 % Expected dividend yield 0 % 0 % Expected volatility 201.59 % 201.59 % Expected life 4.4 to 4.5 years 0 years to 4.5 years 1 st Units were sold to investors from January 8, 2016 through June 30, 2016. These units were comprised of one share of the Company’s common stock and one common stock purchase warrant to purchase two additional shares of the Company’s common stock. Units were sold for $7.2085 per unit and the warrants issued in connection with the units were exercisable at a fixed price $7.93 per share of the Company’s common stock. The warrants provided no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants contained a cashless exercise provision and certain blocker provisions preventing exercise during periods of time when the investor would beneficially own more than 4.99% of the Company’s outstanding shares of common stock if such exercise were to occur. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this unit financing. The aggregate gross proceeds of this unit financing was $307,985. The closing market prices of the Company’s common stock on the transaction closing dates ranging from January 8, 2016 through June 30, 2016, ranged from a low of $3.4416 on February 9, 2016 to a high of $9.7403 on February 29, 2016. 2 nd On December 29, 2016 and December 30, 2016, the Company sold units to investors for aggregate gross proceeds of $185,000, comprised of one share of the Company’s common stock and one common stock purchase warrant to purchase one share of the Company’s common stock. Units were sold for $1.42 per unit and the warrants issued in connection with the units are exercisable at a fixed price $1.562 per share of the Company’s common stock. The warrants contain a cashless exercise provision and certain blocker provisions preventing exercise during periods of time when the investor would beneficially own more than 4.99% of the Company’s outstanding shares of common stock if such exercise were to occur. The warrants are also subject to redemption by the Company at $0.001 per share upon ten (10) days written notice if the Company’s common stock closes at 200% or more of the unit purchase price for any five (5) consecutive trading days. Investors received an unlimited number of piggy-back registration rights. Investors received an unlimited number of exchange rights to exchange such investor’s entire investment (and not less than the entire investment) into subsequent offerings of the Company until the earlier of: (i) the completion of any number of subsequent financings aggregating at least $15 million gross proceeds to the Company, or (ii) December 30, 2017. The dollar amount used to determine the amount invested or exchanged into the subsequent financing will be 1.2 times the amount of the original investment. Under certain circumstances, the ratio may be 1.4 instead of 1.2. The Company evaluated whether the warrants or the exchange rights met criteria to be accounted for as a derivative in accordance with Accounting Standard Codification (ASC) 815, and determined that the derivative criteria were not met. Therefore, the Company determined no bifurcation and separate valuation was necessary and the warrants and exchange right should be accounted for with the host instrument. The Company then looked to how the host instrument should be classified and determined that it cannot be classified as permanent equity as there is a potential that the Unit investment amount could be exchanged for debt (convertible or otherwise) or for redeemable preferred stock. Since the exchange right expires within one year, the Company concluded that the Unit investment would be appropriately classified as a current liability. The closing market prices of the Company’s common stock on December 29, 2016 and December 30, 2016 were $2.85 and $2.80 respectively. |
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 in March 2014 for directors and officers 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 | 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, 2016. |
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 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 subject to time-based vesting, 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 uses 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 requiring an assessment of value during the year ended December 31, 2016, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Risk-free interest rate 0.87% to 1.93 % Expected dividend yield 0 % Expected volatility 173.87% to 202.51 % Expected life 3.9 to 5 years For stock options requiring an assessment of value during the year ended December 31, 2015, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Risk-free interest rate 0.30% to 1.70 % Expected dividend yield 0 % Expected volatility 183.90% to 249.00 % Expected life 5 to 7 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, 2016 and 2015. |
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, 2016, 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, 2016, 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 SY Corporation, 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 | 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. Amounts 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 receivable are based on progress reports provided to the grant provider by the Company. The research grant from the National Institute of Drug Abuse 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. The Company had no research grant revenue during the year ended December 31, 2016. During the year ended December 31, 2015, the Company had research grant revenues of $86,916. At December 31, 2016 and 2015, the Company did not have any grants receivable or unearned grant revenues. |
Research and Development | Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, and 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. On May 6, 2016, the Company made an advance payment to Duke University with respect to the Phase 2A clinical trial of CX1739. At December 31, 2016, a balance of $48,912 remained from the advance payment. |
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 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 | 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) | 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, 2016 and 2015. |
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, 2016 and 2015, 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, 2016 2015 Series B convertible preferred stock 11 11 Series G 1.5% convertible preferred stock - 241,088 convertible notes payable 29,768 56,342 Common stock warrants 540,198 482,288 Common stock options 1,307,749 774,842 Total 1,877,726 1,554,571 |
Reclassifications | Reclassifications Certain comparative figures in 2015 have been reclassified to conform to the current year’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 (“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. ASU 2014-09 is 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 and therefore is effective for this annual period. The adoption of ASU 2014-15 did not have any impact on the 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. 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 is currently in the process of evaluating the impact that the adoption of ASU 2016-02 will have on the Company’s financial statement presentation and disclosures. In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 requires, among other things, that all income tax effects of awards be recognized in the statement of operations when the awards vest or are settled. ASU 2016-09 also allows for an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and therefore is effective for this annual period. The adoption of ASU 2016-09 has not had a significant impact 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, 2016 | |
Accounting Policies [Abstract] | |
Summary of Fair Value of Warrants Estimated Using Black-scholes Pricing Model with Valuation Assumptions | The fair value of the warrants subject to the Note Exchange Agreements was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Before Warrant Modifications After Warrant Modifications Exercise price per warrant $ 11.3750 $ 5.6875 Stock price $ 5.8500 to $7.5400 $ 5.8500 to $7.5400 Risk-free interest rate 0.23 % 0.23 % Expected dividend yield 0 % 0 % Expected volatility 201.59 % 201.59 % Expected life 4.4 to 4.5 months 0 months The fair value of the warrants subject to the Unit Exchange Agreements was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Before Warrant Modifications After Warrant Modifications Exercise price per warrant $ 6.8348 $ 4.8750 Stock price $ 5.8500 to $7.7675 $ 5.8500 to $7.7675 Risk-free interest rate 1.12 % 0.23 % and 1.12 % Expected dividend yield 0 % 0 % Expected volatility 201.59 % 201.59 % Expected life 4.4 to 4.5 years 0 years to 4.5 years |
Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions | For stock options requiring an assessment of value during the year ended December 31, 2016, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Risk-free interest rate 0.87% to 1.93 % Expected dividend yield 0 % Expected volatility 173.87% to 202.51 % Expected life 3.9 to 5 years For stock options requiring an assessment of value during the year ended December 31, 2015, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Risk-free interest rate 0.30% to 1.70 % Expected dividend yield 0 % Expected volatility 183.90% to 249.00 % Expected life 5 to 7 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At December 31, 2016 and 2015, 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, 2016 2015 Series B convertible preferred stock 11 11 Series G 1.5% convertible preferred stock - 241,088 convertible notes payable 29,768 56,342 Common stock warrants 540,198 482,288 Common stock options 1,307,749 774,842 Total 1,877,726 1,554,571 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Notes consist of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Principal amount of notes payable $ 276,000 $ 579,500 Add accrued interest payable 62,616 61,388 338,616 640,888 Less unamortized costs: Stock warrant discounts - (196,669 ) Beneficial conversion feature discounts - (146,263 ) Capitalized financing costs - - $ 338,616 $ 297,956 |
Summary of Note Payable to Related Party | Note payable to SY Corporation consists of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 219,362 171,257 Foreign currency transaction adjustment (25,129 ) (9,463 ) $ 594,007 $ 561,568 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the year ended December 31, 2016 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2015 482,288 $ 7.10125 Issued 244,845 3.57665 Reduction through transactions in conjunction with - Note Exchange Agreements (40,940 ) 5.68750 Unit Exchange Agreements (108,594 ) 4.87500 Expired (37,401 ) - Warrants outstanding at December 31, 2016 540,198 $ 4.84842 3.93 Warrants exercisable at December 31, 2015 482,288 $ 7.10125 Warrants exercisable at December 31, 2016 540,198 $ 4.84842 3.93 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 79,034 $ 5.66800 Issued 410,095 7.32225 Exercised (6,841 ) 5.90200 Expired - - Warrants outstanding at December 31, 2015 482,288 $ 7.10125 3.97 Warrants exercisable at December 31, 2014 79,034 $ 5.66800 Warrants exercisable at December 31, 2015 482,288 $ 7.10125 3.97 |
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, 2016: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.2870 41,002 41,002 April 17, 2019 $ 1.5620 130,284 130,284 December 31, 2021 $ 4.8500 5,155 5,155 September 23, 2019 $ 4.8750 108,594 108,594 September 30, 2020 $ 5.0000 5,000 5,000 September 22, 2019 $ 5.1025 10,309 10,309 January 29, 2019 $ 6.5000 8,092 8,092 February 4, 2019 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 540,198 540,198 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 $ 1.2870 41,001 41,001 April 17, 2019 $ 6.8348 362,946 362,946 September 30, 2020 $ 11.3750 78,341 78,341 September 15, 2016 482,288 482,288 |
Schedule of Stock Options Activity | A summary of stock option activity for the year ended December 31, 2016 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2015 774,842 $ 7.8325 Granted 532,907 7.3305 Expired - - Forfeited - - Options outstanding at December 31, 2016 1,307,749 $ 7.6241 5.31 Options exercisable at December 31, 2015 519,662 $ 8.5150 Options exercisable at December 31, 2016 1,307,749 $ 7.6515 5.31 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 79,128 $ 16.3475 Granted 695,714 6.8575 Expired - - Forfeited - - Options outstanding at December 31, 2015 774,842 $ 7.8325 7.03 Options exercisable at December 31, 2014 79,128 $ 16.3475 Options exercisable at December 31, 2015 519,662 $ 8.5150 6.57 |
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, 2016: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 4.5000 7,222 7,222 September 2, 2021 $ 5.6875 89,686 89,686 June 30, 2020 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.0000 7,385 7,385 March 13, 2019 $ 13.0000 3,846 3,846 April 14, 2019 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 16.0500 46,154 46,154 July 17, 2019 $ 16.6400 1,538 1,538 January 29, 2020 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 1,307,749 1,307,749 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 $ 5.6875 89,686 89,686 June 30, 2020 $ 6.4025 27,692 6,923 August 18, 2020 $ 6.4025 129,231 32,308 August 18, 2022 $ 6.4025 261,789 130,894 August 18, 2025 $ 6.8250 8,791 2,198 December 11, 2020 $ 8.12500 169,231 169,231 June 30, 2022 $ 13.0000 7,385 7,385 March 13, 2019 $ 13.0000 3,846 3,846 April 14, 2019 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 16.2500 46,154 46,154 July 17, 2019 $ 16.6400 1,538 1,538 January 29, 2020 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 774,842 519,662 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2016 and 2015 are summarized below. December 31, 2016 2015 Capitalized research and development costs $ 150,000 $ 150,000 Research and development credits 3,239,000 3,239,000 Stock-based compensation 3,430,000 1,496,000 Stock options issued in connection with the payment of debt 289,000 276,000 Net operating loss carryforwards 37,745,000 36,663,000 Accrued compensation 794,000 290,000 Accrued interest due to related party 94,000 70,000 Other, net 14,000 13,000 Total deferred tax assets 45,755,000 42,197,000 Valuation allowance (45,755,000 ) (42,197,000 ) 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, 2016 and 2015. Years Ended December 31, 2016 2015 U. S. federal statutory tax rate (35.0 )% (35.0 )% Stock-based compensation - % - % Change in valuation allowance 33.0 % 31.1 % Amortization of warrant discounts 1.3 % 4.0 % Fair value of note payable conversion discounts 0.7 % - % Other - % (0.1 )% Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Principal Cash Obligations and Commitments | The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of December 31, 2016, aggregating $2,251,324. Payments Due By Year Total 2017 2018 2019 2020 2021 Research and development contracts $ 52,801 $ 52,801 $ — $ — $ — $ — Clinical trial agreements (1) 26,773 26,773 — — — — License agreements 500,000 100,000 100,000 100,000 100,000 100,000 Employment and consulting agreements (2) 1,671,750 1,106,100 565,650 — — — Total $ 2,251,324 $ 1,285,674 $ 665,650 $ 100,000 $ 100,000 $ 100,000 (1) The amount presented is net of the remaining balance of an advance payment of $48,912 made on May 6, 2016, which has been reflected as advance payment on research contract in the Company’s consolidated balance sheet at December 31, 2016. (2) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. |
Organization and Basis of Pre26
Organization and Basis of Presentation (Details Narrative) - USD ($) | Aug. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 65,000,000 | 65,000,000 | |
Preferred stock designated | 5,000,000 | 5,000,000 | |
Preferred stock, per share | $ 0.001 | $ 0.001 | |
Board of Directors [Member] | |||
Reverse stock split | 325 to 1 reverse stock split | ||
Common stock, par value | $ 0.001 | ||
Capital stock, authorized | 70,000,000 | ||
Common stock, shares authorized | 65,000,000 | ||
Preferred stock designated | 5,000,000 | ||
Preferred stock, per share | $ 0.001 | ||
Board of Directors [Member] | Amendment [Member] | |||
Reverse stock split | Pursuant to the amendment, an aggregate of 191.068 fractional shares resulting from the reverse stock split were not issued, but were paid out in cash (without interest or deduction) in an amount equal to the number of shares exchanged into such fractional share multiplied by the average closing trading price of the Companys common stock on the OTCQB for the five trading days immediately before the Certificate of Amendment effecting the reverse stock split was filed with the Delaware Secretary of State ($6.7899 per share, on a post reverse stock split basis) for an aggregate of $1,298. | ||
Fractional shares resulting from reverse stock split | 191.068 | ||
Reverse stock split per share | $ 6.7899 | ||
Total value of Reverse stock split | $ 1,298 |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 10, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Percentage of pier issued and outstanding share acquire | 100.00% | |||
Net losses | $ 9,229,760 | $ 5,961,892 | ||
Negative operating cash flows | 1,328,684 | 1,296,100 | ||
Stockholders' deficiency | $ 5,493,377 | $ 2,862,209 | $ 2,200,400 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 30, 2016 | Sep. 15, 2016 | May 04, 2016 | Apr. 07, 2016 | Jan. 08, 2016 | Aug. 13, 2015 | Apr. 15, 2015 | Feb. 18, 2015 | Feb. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 09, 2014 | Nov. 05, 2014 | Mar. 18, 2014 | May 31, 2016 | Dec. 31, 2015 | Apr. 30, 2014 | Mar. 31, 2014 | Sep. 15, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 29, 2016 | Jun. 27, 2016 | Feb. 29, 2016 | Feb. 09, 2016 | Nov. 02, 2015 | Sep. 30, 2015 | Sep. 28, 2015 | Sep. 15, 2015 | Aug. 28, 2015 | Mar. 31, 2015 | Apr. 17, 2014 | Aug. 10, 2012 |
Convertible preferred stock, per share | $ 5.8500 | |||||||||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 18.2000 | |||||||||||||||||||||||||||||||||
Voting equity securities on preferred stock | Cumulative Convertible Preferred Stock (non-voting, 9% Preferred Stock) | |||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | |||||||||||||||||||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 2,500,000 | $ 309,985 | ||||||||||||||||||||||||||||||||
Number of extension warrants issued during period | 27,951,763 | |||||||||||||||||||||||||||||||||
Accrued and unpaid interest | $ 12,004 | |||||||||||||||||||||||||||||||||
Number of original warrants issued during period | 13,137 | 24,264 | ||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 7.9300 | $ 0.035 | $ 11.3750 | $ 0.035 | ||||||||||||||||||||||||||||||
Cumulative change in ownership percentage | 50.00% | |||||||||||||||||||||||||||||||||
Total stockholders' deficiency | $ (2,200,400) | $ (2,200,400) | $ (2,862,209) | $ (5,493,377) | $ (2,862,209) | $ (2,200,400) | ||||||||||||||||||||||||||||
Common stock, shares issued | 1,507,221 | 2,149,045 | 1,507,221 | |||||||||||||||||||||||||||||||
Grant Revenues | $ 86,916 | |||||||||||||||||||||||||||||||||
Unearned grant revenue | ||||||||||||||||||||||||||||||||||
Comprehensive income (loss) | ||||||||||||||||||||||||||||||||||
Advance on research contracts | $ 48,912 | |||||||||||||||||||||||||||||||||
2015 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 6.83475 | $ 6.83475 | ||||||||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 6.83475 | $ 6.83475 | ||||||||||||||||||||||||||||||||
Gross proceeds | $ 1,194,710 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 8.1169 | $ 8.1169 | $ 12.50 | |||||||||||||||||||||||||||||||
2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||||||||
Fair value of warrants, percentage | 50.00% | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 217,188 | |||||||||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||
1st 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 7.2085 | $ 9.7403 | $ 3.4416 | |||||||||||||||||||||||||||||||
Gross proceeds | $ 307,985 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 7.93 | |||||||||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | |||||||||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 2.85 | $ 1.42 | $ 2.80 | |||||||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 0.001 | |||||||||||||||||||||||||||||||||
Gross proceeds | $ 185,000 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 1.562 | |||||||||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | |||||||||||||||||||||||||||||||||
Percentage of unit purchase price | 200.00% | |||||||||||||||||||||||||||||||||
Minimum [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 5.8500 | |||||||||||||||||||||||||||||||||
Debt conversion per share | 6.8348 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | 6.8348 | |||||||||||||||||||||||||||||||||
Maximum [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | 7.7675 | |||||||||||||||||||||||||||||||||
Debt conversion per share | 4.8750 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 4.8750 | |||||||||||||||||||||||||||||||||
Note Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 50.00% | 10.00% | ||||||||||||||||||||||||||||||||
Debt conversion per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Fair value of beneficial conversion feature value | $ 49,688 | |||||||||||||||||||||||||||||||||
Convertible notes principal amount | $ 28,498 | $ 303,500 | ||||||||||||||||||||||||||||||||
Accrued and unpaid interest | 3,498 | $ 40,993 | ||||||||||||||||||||||||||||||||
Convertable debt original principal amount | 579,500 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 40,940 | |||||||||||||||||||||||||||||||||
Common stock warrant for cash | $ 19,200 | $ 232,846 | $ 232,846 | |||||||||||||||||||||||||||||||
Number of common stock shares exchanged for note during the period | 8,386 | 101,508 | 60,568 | |||||||||||||||||||||||||||||||
Number of common stock shares exchanged for note of market value | $ 631,023 | |||||||||||||||||||||||||||||||||
Debt conversion interest rate percent | 50.00% | |||||||||||||||||||||||||||||||||
Note Exchange Agreements [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Debt conversion per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Note Exchange Agreements [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Debt conversion per share | $ 5.6875 | |||||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||||
Debt conversion per share | $ 13.9750 | $ 14.6575 | $ 14.6575 | $ 13.3575 | $ 17.0300 | $ 14.6575 | ||||||||||||||||||||||||||||
December 30, 2017 [Member] | Subsequent Financings Aggregate [Member] | 2nd 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Gross proceeds | $ 15,000,000 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 210,000 | $ 85,000 | $ 46,000 | |||||||||||||||||||||||||||||||
Gross proceeds | $ 579,500 | |||||||||||||||||||||||||||||||||
Number of extension warrants issued during period | 50,945 | |||||||||||||||||||||||||||||||||
Dr. Arnold S. Lippa [Member] | ||||||||||||||||||||||||||||||||||
Voting equity securities on preferred stock | Dr. Lippa did not control, directly or indirectly, 10% or more of the Companys voting equity securities at the time of his investment. | |||||||||||||||||||||||||||||||||
Investors [Member] | Warrant Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | |||||||||||||||||||||||||||||||||
Investors [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 11.3750 | $ 11.3750 | ||||||||||||||||||||||||||||||||
Purchaser [Member] | Warrant Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance convertible notes payable | $ 238,500 | |||||||||||||||||||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | |||||||||||||||||||||||||||||||||
Percentage of warrants coverage | 100.00% | |||||||||||||||||||||||||||||||||
Investors [Member] | Warrant Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Debt conversion per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Two Affiliates [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 217,188 | |||||||||||||||||||||||||||||||||
Common stock warrant for cash | $ 529,394 | |||||||||||||||||||||||||||||||||
Common stock, shares issued | 108,594 | |||||||||||||||||||||||||||||||||
Dr. Manuso [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 73,156 | |||||||||||||||||||||||||||||||||
Common stock warrant for cash | $ 178,317 | |||||||||||||||||||||||||||||||||
Non-Officer/Director Affiliate [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, per share | $ 4.8750 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 5.8500 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 88,132 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, per share | $ 8.728190 | $ 0.323705 | ||||||||||||||||||||||||||||||||
Preferred stock deemed dividend value | $ 8,376,719 | |||||||||||||||||||||||||||||||||
Accrued dividends | $ 4,120 | $ 1,165 | $ 6,867 | |||||||||||||||||||||||||||||||
Series G preferred share convertible into common stock | 236,942 | 501,826 | 23,612 | |||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | 443,848 | |||||||||||||||||||||||||||||||||
Total stockholders' deficiency | $ 872,737 | $ 872,737 | $ 258,566 | $ 258,566 | $ 872,737 | |||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Dr. Arnold S. Lippa [Member] | ||||||||||||||||||||||||||||||||||
Preferrd stock demand dividend value attributable to lippa | $ 2,780,303 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 85,000 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 108,594 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Note Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 26,681 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Two Affiliates [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 4.8750 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 108,594 | |||||||||||||||||||||||||||||||||
Original Warrants [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ 4.8750 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 108,594 | |||||||||||||||||||||||||||||||||
Original Warrants [Member] | Note Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 14,259 | |||||||||||||||||||||||||||||||||
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 | 1.0725 | 1.0725 | ||||||||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 13 | $ 11.3100 | ||||||||||||||||||||||||||||||||
Preferred stock deemed dividend value | $ 1,673,127 | |||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Dr. Arnold S. Lippa [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock purchased, shares | 250 | |||||||||||||||||||||||||||||||||
Preferred stock purchased | $ 250,000 | |||||||||||||||||||||||||||||||||
Percentage of shares held on sale | 33.20% | |||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||
Debt conversion per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Gross proceeds | $ 579,500 | |||||||||||||||||||||||||||||||||
Number of extension warrants issued during period | 27,396 | |||||||||||||||||||||||||||||||||
Fair value of convertible notes, percentage | 50.00% | |||||||||||||||||||||||||||||||||
Fair value of warrants, percentage | 50.00% | |||||||||||||||||||||||||||||||||
Fair value of warrants | $ 289,106 | |||||||||||||||||||||||||||||||||
Fair value of beneficial conversion feature value | $ 206,689 | $ 290,394 | ||||||||||||||||||||||||||||||||
Convertible notes principal amount | 579,500 | |||||||||||||||||||||||||||||||||
Accrued and unpaid interest | $ 43,758 | |||||||||||||||||||||||||||||||||
Percentage of unpaid interest multiplied | 50.00% | |||||||||||||||||||||||||||||||||
Dividend price per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Number of original warrants issued during period | 50,945 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 0.031 | $ 0.031 | $ 0.031 | |||||||||||||||||||||||||||||||
Number of new extensive warrants issued | 27,396 | |||||||||||||||||||||||||||||||||
Convertable debt original principal amount | $ 579,500 | |||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||
Fair value of new warrants and extension of old warrants | $ 277,918 | |||||||||||||||||||||||||||||||||
Old Warrants [Member] | ||||||||||||||||||||||||||||||||||
Number of original warrants issued during period | 50,945 | |||||||||||||||||||||||||||||||||
Original Warrants [Member] | ||||||||||||||||||||||||||||||||||
Dividend price per share | $ 100.750 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | 10.0750 | |||||||||||||||||||||||||||||||||
Original Warrants [Member] | Note Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 2,198 | 26,681 | ||||||||||||||||||||||||||||||||
New Warrants [Member] | ||||||||||||||||||||||||||||||||||
Dividend price per share | 0.031 | |||||||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 10.0750 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Note Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 50.00% | |||||||||||||||||||||||||||||||||
Debt instrument due date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||
Debt conversion per share | $ 11.3750 | |||||||||||||||||||||||||||||||||
Convertible notes principal amount | $ 344,483 | |||||||||||||||||||||||||||||||||
Accrued and unpaid interest | $ 40,983 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 1,178 | 14,259 | ||||||||||||||||||||||||||||||||
Common stock exchange average price per share | $ 6.2075 | |||||||||||||||||||||||||||||||||
Total stockholders' deficiency | $ 577,329 | |||||||||||||||||||||||||||||||||
Common stock, shares issued | 30,284 | |||||||||||||||||||||||||||||||||
Note exchange inducement cost | $ 188,274 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Note Exchange Agreements [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, per share | $ 5.8500 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Note Exchange Agreements [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, per share | $ 7.7675 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 487.50% | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Dr. Manuso [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, per share | $ 7.7675 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | 36,578 | |||||||||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||
New Warrants [Member] | Non-Officer/Director Affiliate [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 44,066 | |||||||||||||||||||||||||||||||||
Common stock warrant for cash | $ 214,822 | |||||||||||||||||||||||||||||||||
Number of common stock shares exchanged for note during the period | 44,066 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Summary of Fair Value of Warrants Estimated Using Black-Scholes Pricing Model With Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Note Exchange Agreements [Member] | Before Warrant Modifications [Member] | |
Exercise price per warrant | $ 11.3750 |
Note Exchange Agreements [Member] | Before Warrant Modifications [Member] | |
Risk-free interest rate | 0.23% |
Expected dividend yield | 0.00% |
Expected volatility | 201.59% |
Note Exchange Agreements [Member] | Before Warrant Modifications [Member] | Minimum [Member] | |
Stock price | $ 5.8500 |
Expected life | 4 years 4 months 24 days |
Note Exchange Agreements [Member] | Before Warrant Modifications [Member] | Maximum [Member] | |
Stock price | $ 7.5400 |
Expected life | 4 years 6 months |
Note Exchange Agreements [Member] | After Warrant Modifications [Member] | |
Exercise price per warrant | $ 5.6875 |
Risk-free interest rate | 0.23% |
Expected dividend yield | 0.00% |
Expected volatility | 201.59% |
Expected life | 0 months |
Note Exchange Agreements [Member] | After Warrant Modifications [Member] | Minimum [Member] | |
Stock price | $ 5.8500 |
Note Exchange Agreements [Member] | After Warrant Modifications [Member] | Maximum [Member] | |
Stock price | 7.5400 |
Unit Exchange Agreements [Member] | Before Warrant Modifications [Member] | |
Exercise price per warrant | $ 6.8348 |
Risk-free interest rate | 1.12% |
Expected dividend yield | 0.00% |
Expected volatility | 201.59% |
Unit Exchange Agreements [Member] | Before Warrant Modifications [Member] | Minimum [Member] | |
Stock price | $ 5.8500 |
Expected life | 4 years 4 months 24 days |
Unit Exchange Agreements [Member] | Before Warrant Modifications [Member] | Maximum [Member] | |
Stock price | $ 7.7675 |
Expected life | 4 years 6 months |
Unit Exchange Agreements [Member] | After Warrant Modifications [Member] | |
Exercise price per warrant | $ 4.8750 |
Expected dividend yield | 0.00% |
Expected volatility | 201.59% |
Unit Exchange Agreements [Member] | After Warrant Modifications [Member] | Minimum [Member] | |
Stock price | $ 5.8500 |
Risk-free interest rate | 0.23% |
Expected life | 0 years |
Unit Exchange Agreements [Member] | After Warrant Modifications [Member] | Maximum [Member] | |
Stock price | $ 7.7675 |
Risk-free interest rate | 1.12% |
Expected life | 4 years 6 months |
Summary of Significant Accoun30
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, 2016 | Dec. 31, 2015 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 0.87% | 0.30% |
Expected volatility | 173.87% | 183.90% |
Expected life | 3 years 10 months 24 days | 5 years |
Maximum [Member] | ||
Risk-free interest rate | 1.93% | 1.70% |
Expected volatility | 202.51% | 249.00% |
Expected life | 5 years | 7 years |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,877,726 | 1,554,571 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 11 | 11 |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 241,088 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 29,768 | 56,342 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 540,198 | 482,288 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,307,749 | 774,842 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 23, 2016 | Sep. 22, 2016 | Sep. 15, 2016 | May 04, 2016 | Feb. 02, 2016 | Jan. 29, 2016 | Jan. 08, 2016 | Sep. 14, 2015 | Aug. 13, 2015 | Feb. 18, 2015 | Feb. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 09, 2014 | Nov. 05, 2014 | May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 15, 2015 | Jun. 16, 2015 | Jun. 25, 2013 |
Debt instruments maturity date | Sep. 15, 2015 | |||||||||||||||||||||
Proceeds from issuance of private placements | $ 2,500,000 | $ 309,985 | ||||||||||||||||||||
Percentage of convertible notes payable | 12.00% | 10.00% | 10.00% | |||||||||||||||||||
Note automatically convert into common stock equivalent price | $ 11.3750 | $ 11.3750 | ||||||||||||||||||||
Warrants exercise price per share | $ 7.9300 | $ 11.3750 | $ 11.3750 | $ 0.035 | ||||||||||||||||||
Warrants orginally exercisable fixed price per share | $ 11.3750 | |||||||||||||||||||||
Amortization of capitalized financing costs | $ 114,128 | |||||||||||||||||||||
Common shares issuable in private placement | 13,975,883 | |||||||||||||||||||||
Amortization of debt discount | $ 226,433 | 675,025 | ||||||||||||||||||||
Number of extension warrants issued during period | 27,951,763 | |||||||||||||||||||||
Accrued interest payable | $ 53,261 | $ 14,038 | $ 14,038 | |||||||||||||||||||
Number of original warrants issued during period | 13,137 | 24,264 | ||||||||||||||||||||
Interest expense | $ 586,346 | 902,698 | ||||||||||||||||||||
Secured note payable value | $ 329,261 | 75,038 | 75,038 | |||||||||||||||||||
Stockholder's percentage | 20.00% | |||||||||||||||||||||
Note Exchange Agreements [Member] | ||||||||||||||||||||||
Proceeds from issuance of private placements | $ 303,500 | |||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | |||||||||||||||||||||
Common shares issuable in private placement | 30,284 | |||||||||||||||||||||
Fair value of beneficial conversion feature value | 49,688 | |||||||||||||||||||||
Amortization of debt discount related value attributed beneficial conversion feature | $ 66,811 | |||||||||||||||||||||
Convertable debt original principal amount | $ 579,500 | |||||||||||||||||||||
Converted into common stock | 8,386 | 101,508 | 60,568 | |||||||||||||||||||
Interest expense | $ 188,274 | |||||||||||||||||||||
Common stock warrant for cash | $ 19,200 | $ 232,846 | 232,846 | $ 232,846 | ||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||
Proceeds from issuance of private placements | $ 85,000 | |||||||||||||||||||||
Charged interest expense | 129,857 | 81,249 | ||||||||||||||||||||
Interest expense | 45,186 | 60,425 | ||||||||||||||||||||
Original Warrants [Member] | Note Exchange Agreements [Member] | ||||||||||||||||||||||
Number of note warrants | 26,681 | |||||||||||||||||||||
Dr. Arnold S. Lippa [Member] | ||||||||||||||||||||||
Black-scholes option-pricing model | 48,245 | |||||||||||||||||||||
Accrued interest payable | $ 877 | |||||||||||||||||||||
Interest expense | 4,856 | |||||||||||||||||||||
Working capital requirements | $ 40,000 | |||||||||||||||||||||
Dr. Lippa [Member] | ||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | ||||||||||||||||||||
Warrants exercise price per share | $ 5 | $ 5.1025 | ||||||||||||||||||||
Black-scholes option-pricing model | 22,151 | |||||||||||||||||||||
Interest expense | 685 | |||||||||||||||||||||
Warrants expiration date | Sep. 22, 2019 | Jan. 29, 2019 | ||||||||||||||||||||
Advances total | $ 25,000 | $ 52,600 | ||||||||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | 5,000 | 10,309 | ||||||||||||||||||||
Dr. James S. Manuso [Member] | ||||||||||||||||||||||
Percentage of convertible notes payable | 1000.00% | 10.00% | ||||||||||||||||||||
Warrants exercise price per share | $ 4.8500 | $ 6.5000 | ||||||||||||||||||||
Black-scholes option-pricing model | $ 22,152 | $ 48,392 | ||||||||||||||||||||
Interest expense | $ 678 | $ 4,799 | ||||||||||||||||||||
Warrants expiration date | Sep. 23, 2019 | Feb. 2, 2019 | ||||||||||||||||||||
Advances total | $ 25,000 | $ 52,600 | ||||||||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | 5,155 | 8,092 | ||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||
Debt instruments maturity date | Sep. 15, 2016 | |||||||||||||||||||||
Warrants exercise price per share | $ 0.031 | $ 0.031 | ||||||||||||||||||||
Proceeds from borrowing were attributed to debt instrument percentage | 50.00% | 50.00% | ||||||||||||||||||||
Proceeds from borrowing were attributed to debt instrument | $ 290,394 | |||||||||||||||||||||
Fair value of warrants, percentage | 50.00% | 50.00% | ||||||||||||||||||||
Fair value of warrants | $ 289,106 | |||||||||||||||||||||
Fair value of beneficial conversion feature value | $ 206,689 | $ 290,394 | ||||||||||||||||||||
Number of extension warrants issued during period | 27,396 | |||||||||||||||||||||
Convertable debt original principal amount | $ 579,500 | |||||||||||||||||||||
Accrued interest payable | $ 43,758 | |||||||||||||||||||||
Percentage of unpaid interest multiplied | 50.00% | |||||||||||||||||||||
Dividend price per share | $ 11.3750 | |||||||||||||||||||||
Number of original warrants issued during period | 50,945 | |||||||||||||||||||||
Number of new extensive warrants issued | 27,396 | |||||||||||||||||||||
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. | |||||||||||||||||||||
Exercise of warrant during period | 3,129 | |||||||||||||||||||||
Cashless basis issuance of common stock during period | 145 | |||||||||||||||||||||
Warrants exercised cashless basis gross | $ 35,595 | |||||||||||||||||||||
New Warrants [Member] | ||||||||||||||||||||||
Warrants exercise price per share | 10.0750 | |||||||||||||||||||||
Dividend price per share | 0.031 | |||||||||||||||||||||
New Warrants [Member] | Note Exchange Agreements [Member] | ||||||||||||||||||||||
Debt instruments maturity date | Sep. 30, 2020 | |||||||||||||||||||||
Number of note warrants | 14,259 | |||||||||||||||||||||
Accrued interest payable | $ 40,983 | |||||||||||||||||||||
Secured note payable value | $ 344,483 | |||||||||||||||||||||
New Warrants [Member] | Investors [Member] | ||||||||||||||||||||||
Debt instruments maturity date | Sep. 15, 2016 | |||||||||||||||||||||
Fair value of beneficial conversion feature value | $ 206,689 | |||||||||||||||||||||
Number of original warrants issued during period | 50,945 | |||||||||||||||||||||
Extension of original warrants amount | $ 277,918 | |||||||||||||||||||||
Percentage of warrants description | 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 was amortized as additional interest expense over the extended term of the Notes. | |||||||||||||||||||||
Aurora Capital LLC [Member] | ||||||||||||||||||||||
Warrants exercise price per share | $ 11.3750 | |||||||||||||||||||||
Warrants issued for placement | 50,945 | |||||||||||||||||||||
Financing cost paid in cash | $ 33,425 | |||||||||||||||||||||
Common shares issuable in private placement | 2,938 | |||||||||||||||||||||
SY Corporation [Member] | ||||||||||||||||||||||
Percentage of convertible notes payable | 12.00% | |||||||||||||||||||||
Interest expense | $ 48,105 | 48,639 | ||||||||||||||||||||
SY Corporation [Member] | Won [Member] | ||||||||||||||||||||||
Secured note payable value | $ 465,000,000 | |||||||||||||||||||||
SY Corporation [Member] | US Dollars [Member] | ||||||||||||||||||||||
Secured note payable value | $ 400,000 | |||||||||||||||||||||
Warrant Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||
Debt instruments maturity date | Sep. 15, 2015 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Warrants exercise price per share | $ 11.3750 | |||||||||||||||||||||
Financing consisting costs related note payable paid in cash | $ 93,110 | |||||||||||||||||||||
Black-scholes option-pricing model | $ 12,726 | |||||||||||||||||||||
Warrants issued for placement | 1,292 | |||||||||||||||||||||
Financing costs | $ 129,776 | |||||||||||||||||||||
Value of placement warrants | 36,666 | |||||||||||||||||||||
Amortization of capitalized financing costs | 0 | 114,129 | ||||||||||||||||||||
Amortization of debt discount | 0 | 267,822 | ||||||||||||||||||||
Amortization of debt discount related value attributed beneficial conversion feature | $ 0 | $ 265,529 | ||||||||||||||||||||
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 note warrants | 1,467 | |||||||||||||||||||||
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 note warrants | 62 | |||||||||||||||||||||
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 note warrants | 308 | |||||||||||||||||||||
Private Placement [Member] | Fourth Closing Fees [Member] | ||||||||||||||||||||||
Number of note warrants | 1,292 | |||||||||||||||||||||
Private Placement [Member] | 2014 Closing [Member] | ||||||||||||||||||||||
Number of note warrants | 1,837 | |||||||||||||||||||||
Premium Financing Agreement [Member] | ||||||||||||||||||||||
Accrued note payable compounded annual interest percentage | 6.21% | 6.21% | 5.08% | |||||||||||||||||||
Debt periodic payment | $ 4,116 | $ 3,697 | ||||||||||||||||||||
Early repayment of promissory note, date | Jan. 14, 2017 | Jan. 14, 2016 | ||||||||||||||||||||
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 | 50,945 | |||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||
Accrued interest payable | $ 62,616 | $ 62,616 | $ 61,388 | |||||||||||||||||||
Converted into common stock | 290,768 | 5,505 | ||||||||||||||||||||
Number of conversion into common shares attributable to accrued interest | 56,342 | 5,397 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - Notes Payable [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Principal amount of notes payable | $ 276,000 | $ 579,500 |
Add accrued interest payable | 62,616 | 61,388 |
Notes payable, gross | 338,616 | 640,888 |
Less unamortized discounts Stock warrant discounts | (196,669) | |
Less unamortized discounts Beneficial conversion feature discounts | (146,263) | |
Less unamortized discounts Capitalized financing costs | ||
Notes payable | $ 338,616 | $ 297,956 |
Notes Payable - Summary of Note
Notes Payable - Summary of Note Payable to Related Party (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total note payable | $ 594,007 | $ 561,568 |
SY Corporation [Member] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 219,362 | 171,257 |
Foreign currency transaction adjustment | (25,129) | (9,463) |
Total note payable | $ 594,007 | $ 561,568 |
Settlement and Payment Agreem35
Settlement and Payment Agreements (Details Narrative) - USD ($) | Sep. 02, 2016 | Sep. 28, 2015 | Jun. 29, 2015 | Apr. 08, 2015 | Jan. 29, 2015 | Jun. 27, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Issuance of stock options to purchase of common stock | 7,222 | |||||||||
Stock option exercise price per share | $ 4.50 | |||||||||
Stock option fair value | $ 31,174 | |||||||||
Percentage of convertible notes payable | 10.00% | |||||||||
Outstanding obligation balance | $ 2,251,324 | |||||||||
Number of common stock shares issued | 16,453 | |||||||||
Number of common stock value | $ 96,250 | |||||||||
Shares issued price per share | $ 5.8500 | |||||||||
Gain on settlements with service providers | $ 75,375 | |||||||||
Vested option expiration date | Sep. 2, 2021 | |||||||||
Stock Option [Member] | ||||||||||
Gain on settlements with service providers | $ 1,076 | |||||||||
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 | 154 | |||||||||
Stock option exercise price per share | $ 5.8500 | |||||||||
Stock option period | 5 years | |||||||||
Stock option fair value | $ 840 | |||||||||
Due to related party | $ 12,500 | 12,500 | ||||||||
Gain on settlements | 91,710 | |||||||||
Accrued interest | $ 775 | $ 775 | ||||||||
Settlement Agreements [Member] | Patent Law Firms [Member] | ||||||||||
Issuance of stock options to purchase of common stock | 7,755 | |||||||||
Stock option exercise price per share | $ 15.4700 | |||||||||
Stock option period | 5 years | |||||||||
Stock option fair value | $ 119,217 | |||||||||
Due to related party | 194,736 | |||||||||
Amount of claims settled | $ 15,000 | |||||||||
Stock options exercisable per share | $ 15.4700 | |||||||||
Short-term unsecured note payable | $ 59,763 | |||||||||
Percentage of convertible notes payable | 10.00% | |||||||||
Settlement Agreements [Member] | Former Vice President and Chief Financial Officer [Member] | ||||||||||
Made cash payment to settlement | $ 26,000 | $ 6,000 | ||||||||
Portion of cash settlement paid | 1,500 | |||||||||
Issuance of stock options to purchase of common stock | 1,538 | |||||||||
Stock option exercise price per share | $ 16.6400 | |||||||||
Stock option period | 5 years | |||||||||
Stock option fair value | $ 25,450 | |||||||||
Due to related party | $ 18,500 | |||||||||
Executed Settlement Agreements [Member] | Options Tranche One [Member] | ||||||||||
Stock option exercise price per share | $ 15.3725 | $ 15.3725 | ||||||||
Stock option fair value | $ 119,217 | |||||||||
Stock options exercisable per share | $ 15.4700 | $ 15.4700 | ||||||||
Stock options exercisable | 7,755 | 7,755 | ||||||||
Executed Settlement Agreements [Member] | Tranche Two [Member] | ||||||||||
Stock option exercise price per share | $ 5.4600 | $ 5.4600 | ||||||||
Stock option fair value | $ 488,847 | |||||||||
Stock options exercisable per share | $ 0.0175 | $ 0.0175 | ||||||||
Stock options exercisable | 89,532 | 89,532 | ||||||||
Executed Settlement Agreements [Member] | Four Current Professional Service Providers [Member] | ||||||||||
Issuance of stock options to purchase of common stock | 97,288 | |||||||||
Amount of claims settled | $ 15,000 | |||||||||
Outstanding obligation balance | 916,827 | $ 916,827 | ||||||||
Notes payable | $ 59,763 | $ 59,763 | ||||||||
Number of common stock shares issued | 27,890 | |||||||||
Number of common stock value | $ 158,625 | |||||||||
Shares issued price per share | $ 5.6875 | $ 5.6875 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 30, 2016 | Dec. 29, 2016 | Aug. 16, 2016 | Apr. 17, 2016 | Mar. 31, 2016 | Jan. 08, 2016 | Dec. 11, 2015 | Sep. 28, 2015 | Sep. 14, 2015 | Aug. 28, 2015 | Aug. 25, 2015 | Aug. 18, 2015 | Aug. 18, 2015 | Aug. 13, 2015 | Apr. 15, 2015 | Oct. 15, 2014 | Sep. 18, 2014 | Apr. 17, 2014 | Mar. 18, 2014 | Aug. 10, 2012 | Aug. 16, 2016 | Jun. 30, 2016 | Jun. 27, 2016 | May 31, 2016 | Dec. 31, 2015 | Nov. 02, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 02, 2016 | Sep. 15, 2015 | Mar. 31, 2015 |
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) | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 5.8500 | |||||||||||||||||||||||||||||||||||
Amount of common stock split | $ 96,250 | |||||||||||||||||||||||||||||||||||
Purchase price per share | $ 18.2000 | |||||||||||||||||||||||||||||||||||
Stock issued to for services | $ 96,250 | |||||||||||||||||||||||||||||||||||
Number of stock issued for service | 43,003 | |||||||||||||||||||||||||||||||||||
Common stock fixed price per shares | $ 2.8000 | $ 2.8000 | ||||||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 4.99% | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 2,500,000 | $ 309,985 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||
Purchase of warrants | 86,006 | |||||||||||||||||||||||||||||||||||
Paid cash to other professionals for services | $ 4,000 | |||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 13,975,883 | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 27,951,763 | |||||||||||||||||||||||||||||||||||
Private placement per unit price | $ 7.2085 | |||||||||||||||||||||||||||||||||||
Warrant exercisable date | Feb. 28, 2021 | |||||||||||||||||||||||||||||||||||
Fair value of stock awards, per share | $ 4.50 | |||||||||||||||||||||||||||||||||||
Number of Warrants, Outstanding, Exercisable | 540,198 | 482,288 | 79,034 | 540,198 | 482,288 | 79,034 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 117,000 | |||||||||||||||||||||||||||||||||||
Fair value of market price per share | $ 2.8000 | $ 6.0450 | $ 2.8000 | $ 6.0450 | ||||||||||||||||||||||||||||||||
Stock warrant intrinsic value of exercisable | $ 223,328 | $ 195,086 | $ 223,328 | $ 195,086 | ||||||||||||||||||||||||||||||||
Unvested stock option weighted-average period | 3 months | |||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 2,149,045 | 443,205 | 1,507,221 | 2,149,045 | 1,507,221 | |||||||||||||||||||||||||||||||
Issuance of contingent shares of common stock | 6,497 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares unreserved for future issuance | 60,611,296 | 60,611,296 | ||||||||||||||||||||||||||||||||||
Stock options to purchase | 1,307,749 | 774,842 | 79,128 | 1,307,749 | 774,842 | 79,128 | ||||||||||||||||||||||||||||||
Stock option exerciable per share | $ 0.069 | |||||||||||||||||||||||||||||||||||
Stock option intrinsic value of exercisable | $ 0 | $ 32,063 | ||||||||||||||||||||||||||||||||||
Number of common stock reserved for issuance | 2,239,659 | 2,239,659 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 532,907 | 695,714 | ||||||||||||||||||||||||||||||||||
Deferred compensation expense | ||||||||||||||||||||||||||||||||||||
Unvested stock options | ||||||||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 179,747 | |||||||||||||||||||||||||||||||||||
Percentage of common stock issued | 41.00% | |||||||||||||||||||||||||||||||||||
Issue additional contingent consideration | 56,351 | |||||||||||||||||||||||||||||||||||
Option available for grant | 63,236 | 63,236 | ||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 3,271,402 | |||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 11.3750 | $ 7.9300 | $ 0.035 | $ 11.3750 | $ 0.035 | |||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 3,406,232 | $ 2,326,388 | ||||||||||||||||||||||||||||||||||
Research and Development Member [Member] | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 1,327,742 | $ 380,058 | ||||||||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 11.3750 | |||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||
Stock option period | 3 years 10 months 24 days | 5 years | ||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Stock option period | 5 years | 7 years | ||||||||||||||||||||||||||||||||||
Tranche Two [Member] | Placement Agents [Member] | ||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock exercisable period | 5 years | |||||||||||||||||||||||||||||||||||
2014 Equity Plan [Member] | ||||||||||||||||||||||||||||||||||||
Share granted during peirod | 325,025 | |||||||||||||||||||||||||||||||||||
2015 Stock and Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||
Option available for grant | 292,201 | 292,201 | ||||||||||||||||||||||||||||||||||
2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Share granted during peirod | 246,154 | |||||||||||||||||||||||||||||||||||
2014 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Share granted during peirod | 15,635 | |||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 939,710 | $ 9,231 | $ 1,194,710 | |||||||||||||||||||||||||||||||||
Private placement representing the acquire number of share | 3,000,000 | |||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 31,973 | 105,517 | 37,309 | |||||||||||||||||||||||||||||||||
Number of warrants issued during period | 74,618 | |||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 125,000 | $ 218,530 | $ 721,180 | $ 255,000 | ||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Additional Units to Additional Investors in Second Closing [Member] | ||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 60,000 | |||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Final Closing [Member] | ||||||||||||||||||||||||||||||||||||
Issuance of warrants to acquire common stock | 130,284 | 130,284 | ||||||||||||||||||||||||||||||||||
Warrants purchase additional shares of common stock | 130,284 | 130,284 | ||||||||||||||||||||||||||||||||||
Warrant exercisable date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||
Fair value of closing stock share per price | $ 1.42 | |||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 185,000 | |||||||||||||||||||||||||||||||||||
Warrants description | The warrants are also subject to a call by the Company at $0.001 per share upon ten (10) days written notice if the Companys common stock closes at 200% or more of the unit purchase price for any five (5) consecutive trading days. | |||||||||||||||||||||||||||||||||||
Percentage of warrant exercised per unit price | 110.00% | 110.00% | ||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 1.562 | $ 1.562 | ||||||||||||||||||||||||||||||||||
Unaffiliated [Member] | ||||||||||||||||||||||||||||||||||||
Maximum obligated to pay placement agent fees | $ 13,875 | $ 13,875 | ||||||||||||||||||||||||||||||||||
Maximum percentage of referral source of warrant sold in private placement | 7.50% | 7.50% | ||||||||||||||||||||||||||||||||||
Investor Relations Services [Member] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 25,350 | $ 309,985 | ||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 3,517 | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 7,034 | |||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | |||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 407,493 | $ 210,510 | ||||||||||||||||||||||||||||||||||
Stock option fair value | 609,000 | |||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | 2015 Stock and Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||
Share granted during peirod | 30,769 | |||||||||||||||||||||||||||||||||||
Common stock price per share | $ 7.02 | |||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | |||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 6.4025 | |||||||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||||
Consulting Agreement For Investor Relations Services [Member] | 2015 Stock and Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 50,286 | $ 12,857 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 8,791 | |||||||||||||||||||||||||||||||||||
Stock option fair value | $ 58,286 | |||||||||||||||||||||||||||||||||||
Stock option expiration date | Dec. 11, 2020 | |||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 6.825 | |||||||||||||||||||||||||||||||||||
Consulting Agreement Services [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Purchase of option | 2,608 | |||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 14,384 | |||||||||||||||||||||||||||||||||||
Stock option expiration date | Sep. 12, 2021 | |||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 5.7500 | |||||||||||||||||||||||||||||||||||
Series B 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 | $ 0.00030 | $ 0.00030 | $ 0.00030 | $ 0.00030 | ||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 11 | 11 | 11 | 11 | ||||||||||||||||||||||||||||||||
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 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. | Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. | ||||||||||||||||||||||||||||||||||
Fair value of stock option | $ 0 | |||||||||||||||||||||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 205,000 | 205,000 | 205,000 | 205,000 | ||||||||||||||||||||||||||||||||
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 | $ 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 | 11.3100 | 13 | ||||||||||||||||||||||||||||||||||
Fair market value per shares | 1.0725 | $ 1.0725 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 1,000 | |||||||||||||||||||||||||||||||||||
Aggregate purchase amount of shares | $ 175,280 | $ 753,220 | ||||||||||||||||||||||||||||||||||
Fair market value per shares | $ 1,000 | |||||||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 175.28 | 753.22 | ||||||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion of series G | 865.734 | |||||||||||||||||||||||||||||||||||
Preferred stock fixed conversation price per share | $ 1.287 | |||||||||||||||||||||||||||||||||||
Financing fee | $ 2,800 | |||||||||||||||||||||||||||||||||||
Purchase of warrants | 32,083 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock exercisable period | 5 years | |||||||||||||||||||||||||||||||||||
Resulted issuance of common stock | 59,235 | |||||||||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 35,595 | |||||||||||||||||||||||||||||||||||
Cashless basis issuance of common stock during period | 145 | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 27,396 | |||||||||||||||||||||||||||||||||||
Number of Warrants, Outstanding, Exercisable | 540,198 | 482,288 | 540,198 | 482,288 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.031 | $ 0.031 | ||||||||||||||||||||||||||||||||||
Warrants [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 250,000 | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 63,946 | 211,034 | 6,894 | |||||||||||||||||||||||||||||||||
Private placement per unit price | $ 6.8348 | |||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 6.50% | |||||||||||||||||||||||||||||||||||
Warrant exercisable date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||
Fee paid | $ 47,118 | $ 47,118 | ||||||||||||||||||||||||||||||||||
Warrants [Member] | Purchase Agreement [Member] | Second Closing [Member] | ||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 2,722 | |||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 8.50% | |||||||||||||||||||||||||||||||||||
Fee paid | $ 18,603 | $ 18,603 | ||||||||||||||||||||||||||||||||||
Warrants [Member] | Purchase Agreement [Member] | Third Closing [Member] | ||||||||||||||||||||||||||||||||||||
Received cash fees | $ 3,429 | |||||||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 4.99% | |||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 3,731 | |||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 10.00% | |||||||||||||||||||||||||||||||||||
Service cost paid | $ 10,164 | |||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 25,500 | |||||||||||||||||||||||||||||||||||
Warrant Holders [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 108,594 | |||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 6.7275 | |||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 728,859 | |||||||||||||||||||||||||||||||||||
Existing Warrants [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Issuance of warrants to acquire common stock | 217,187 | |||||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 529,394 | |||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 4.8750 | |||||||||||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||
New Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 10.0750 | |||||||||||||||||||||||||||||||||||
New Warrants [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Issuance of warrants to acquire common stock | 108,594 | |||||||||||||||||||||||||||||||||||
Stock Option Five [Member] | ||||||||||||||||||||||||||||||||||||
Stock options to purchase | 129,231 | 8,791 | 129,231 | 8,791 | ||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | Dec. 11, 2020 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares undesignated | 3,505,800 | 3,505,800 | ||||||||||||||||||||||||||||||||||
Stockholders' equity, reverse stock split | 325 to 1 reverse stock split | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 169,232 | 1,538,461 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | January 17, 2017 [Member] | ||||||||||||||||||||||||||||||||||||
Share granted during peirod | 3,038,461 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2014 Equity Plan [Member] | ||||||||||||||||||||||||||||||||||||
Share granted during peirod | 769,231 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||
Stock option period | 10 years | |||||||||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 461,538 | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 64,617 | |||||||||||||||||||||||||||||||||||
Common stock price per share | $ 7.0200 | |||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | |||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 6.4025 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 523,075 | |||||||||||||||||||||||||||||||||||
Fair value of stock option | $ 3,774,000 | |||||||||||||||||||||||||||||||||||
Percentage of awards vesting upon chairman appointment | 25.00% | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 3,469,500 | $ 0 | ||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 7.3775 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | March 31, 2016 [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | 25.00% | ||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 110,702 | |||||||||||||||||||||||||||||||||||
Stock option fair value | 430,800 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | June 30, 2016 [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 27,693 | |||||||||||||||||||||||||||||||||||
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 | 36,924 | |||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Employment Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 223,089 | $ 133,907 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | June 30, 2016 [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of awards vesting upon chairman appointment | 25.00% | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | September 30, 2016 [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of awards vesting upon chairman appointment | 25.00% | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | December 30, 2016 [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of awards vesting upon chairman appointment | 25.00% | |||||||||||||||||||||||||||||||||||
Chairman and Chief Executive Officer [Member] | Series G 1.5% Convertible Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||||||
Stock issued to for services | $ 250,000 | |||||||||||||||||||||||||||||||||||
Stock issued for services, Shares | 250 | |||||||||||||||||||||||||||||||||||
Dr. Greer [Member] | ||||||||||||||||||||||||||||||||||||
Fair value of stock awards | $ 99,000 | $ 33,000 | ||||||||||||||||||||||||||||||||||
Fair value of stock awards, per share | $ 21.4500 | |||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 6,154 | |||||||||||||||||||||||||||||||||||
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 | 6,154 | |||||||||||||||||||||||||||||||||||
Fair value of closing stock share per price | $ 25.3500 | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | |||||||||||||||||||||||||||||||||||
Stock option fair value | $ 156,000 | |||||||||||||||||||||||||||||||||||
Investors [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 301,180 | |||||||||||||||||||||||||||||||||||
Three Executive Officers [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | 25.00% | 50.00% | |||||||||||||||||||||||||||||||||
Share granted during peirod | 46,154 | |||||||||||||||||||||||||||||||||||
Five Other Individuals [Member] | ||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 2.4375 | $ 2.4375 | ||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 0 | $ 946,000 | ||||||||||||||||||||||||||||||||||
Common stock price per share | $ 5.6875 | |||||||||||||||||||||||||||||||||||
Stock option expiration date | Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 8.125 | |||||||||||||||||||||||||||||||||||
Other Individuals [Member] | ||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 0 | 945,400 | ||||||||||||||||||||||||||||||||||
Dr. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 261,789 | |||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 50.00% | |||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 569,222 | $ 1,223,772 | ||||||||||||||||||||||||||||||||||
Share granted during peirod | 246,154 | |||||||||||||||||||||||||||||||||||
Stock option fair value | $ 1,786,707 | |||||||||||||||||||||||||||||||||||
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 | $ 19.5000 | |||||||||||||||||||||||||||||||||||
Share granted during peirod | 22,651 | |||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 11 | |||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 1.50% | 1.50% | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 538.208190 | 25.323705 | ||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 8.728190 | $ 0.323705 | ||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 236,942 | 501,826 | 23,612 | |||||||||||||||||||||||||||||||||
Stock issued to for services | ||||||||||||||||||||||||||||||||||||
Stock issued for services, Shares | ||||||||||||||||||||||||||||||||||||
Number of stock issued for service | 39,585 | |||||||||||||||||||||||||||||||||||
Received cash fees | $ 3,955 | |||||||||||||||||||||||||||||||||||
Percentage of common stock shares converted into convertible preferred stock | 5.6365% | |||||||||||||||||||||||||||||||||||
Common stock fixed price per shares | $ 1.287 | $ 1.287 | ||||||||||||||||||||||||||||||||||
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 | 29,768 | 932.4 | ||||||||||||||||||||||||||||||||||
Preferred stock fixed conversation price per share | $ 1.0725 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock exercisable period | 5 years | |||||||||||||||||||||||||||||||||||
Dividends preferred stock | $ 4,120 | $ 1,165 | $ 6,867 | |||||||||||||||||||||||||||||||||
Issuance of additional shares | $ 1.1 | $ 6.9 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | 1.5% Dividend [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 1.50% | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 259.7 | |||||||||||||||||||||||||||||||||||
Accrued dividends | $ 6,847 | $ 6,847 | ||||||||||||||||||||||||||||||||||
Effective conversion price per share of common stock | $ 1.0725 | |||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 242,173 | 6,384 | 6,384 | |||||||||||||||||||||||||||||||||
Common shares issuable upon conversion of series G | 241,088 | |||||||||||||||||||||||||||||||||||
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] | 2014 Equity Derivative Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | 2014 Equity Derivative Incentive Plan [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | 2014 Equity Derivative Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 70,000,000 | 70,000,000 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock designated, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Stockholders' equity, reverse stock split | (325 to 1) reverse stock split | 191.068 fractional shares resulting from the reverse stock split | ||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common stock, shares designated | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||||
Common stock designated, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 6.7899 | $ 6.7899 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 70,000,000 | 70,000,000 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | Reverse Stock Split [Member] | ||||||||||||||||||||||||||||||||||||
Amount of common stock split | $ 1,297 | |||||||||||||||||||||||||||||||||||
Placement Agents [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||||||
Common stock fixed price per shares | $ 1.287 | $ 1.287 | ||||||||||||||||||||||||||||||||||
Issuance of warrants to acquire common stock | 19,650 | 19,650 | ||||||||||||||||||||||||||||||||||
Series G 1.5% Cumulative Mandatorily Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Private placement representing the acquire number of share | 7,424 | |||||||||||||||||||||||||||||||||||
Resulted issuance of common stock | 3,345 | |||||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 4,778 | |||||||||||||||||||||||||||||||||||
Cashless basis issuance of common stock during period | 3,712 | |||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [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 | 579,057 | 53,619 | 579,057 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 482,288 | 79,034 |
Number of Warrants, Outstanding, Exercisable, Beginning balance | 482,288 | 79,034 |
Number of Warrants, Issued | 244,845 | 410,095 |
Number of Warrants, Exercised | (6,841) | |
Number of Warrants, Reduction through transactions in conjunction with - Note Exchange Agreements | (40,940) | |
Number of Warrants, Reduction through transactions in conjunction with - Unit Exchange Agreements | (108,594) | |
Number of Warrants, Expired | (37,401) | |
Number of Warrants, Outstanding, Ending balance | 540,198 | 482,288 |
Number of Warrants, Outstanding, Exercisable Ending balance | 540,198 | 482,288 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 7.10125 | $ 5.66800 |
Weighted Average Exercise Price, Exercisable Beginning | 7.10125 | 5.66800 |
Weighted Average Exercise Price, Issued | 3.57665 | 7.32225 |
Weighted Average Exercise Price, Exercised | 5.90200 | |
Weighted Average Exercise Price, Reduction through transactions in conjunction with - Note Exchange Agreements | 5.68750 | |
Weighted Average Exercise Price, Reduction through transactions in conjunction with - Unit Exchange Agreements | 4.87500 | |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Outstanding, Ending | 4.84842 | 7.10125 |
Weighted Average Exercise Price, Exercisable, Ending | $ 4.84842 | $ 7.10125 |
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years) | 3 years 11 months 5 days | 3 years 11 months 19 days |
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years) | 3 years 11 months 5 days | 3 years 11 months 19 days |
Stockholders' Deficiency - Sc38
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants, Outstanding (Shares) | 540,198 | 482,288 | 79,034 |
Warrants, Exercisable (Shares) | 540,198 | 482,288 | 79,034 |
Warrants [Member] | |||
Warrants, Outstanding (Shares) | 540,198 | 482,288 | |
Warrants, Exercisable (Shares) | 540,198 | 482,288 | |
Exercise Price Range One [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 1.2870 | $ 1.2870 | |
Warrants, Outstanding (Shares) | 41,002 | 41,001 | |
Warrants, Exercisable (Shares) | 41,002 | 41,001 | |
Warrants, Expiration Date | Apr. 17, 2019 | Apr. 17, 2019 | |
Exercise Price Range Two [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 1.5620 | $ 6.8348 | |
Warrants, Outstanding (Shares) | 130,284 | 362,946 | |
Warrants, Exercisable (Shares) | 130,284 | 362,946 | |
Warrants, Expiration Date | Dec. 31, 2021 | Sep. 30, 2020 | |
Exercise Price Range Three [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 4.8500 | $ 11.3750 | |
Warrants, Outstanding (Shares) | 5,155 | 78,341 | |
Warrants, Exercisable (Shares) | 5,155 | 78,341 | |
Warrants, Expiration Date | Sep. 23, 2019 | Sep. 15, 2016 | |
Exercise Price Range Four [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 4.8750 | ||
Warrants, Outstanding (Shares) | 108,594 | ||
Warrants, Exercisable (Shares) | 108,594 | ||
Warrants, Expiration Date | Sep. 30, 2020 | ||
Exercise Price Range Five [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 5 | ||
Warrants, Outstanding (Shares) | 5,000 | ||
Warrants, Exercisable (Shares) | 5,000 | ||
Warrants, Expiration Date | Sep. 22, 2019 | ||
Exercise Price Range Six [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 5.1025 | ||
Warrants, Outstanding (Shares) | 10,309 | ||
Warrants, Exercisable (Shares) | 10,309 | ||
Warrants, Expiration Date | Jan. 29, 2019 | ||
Exercise Price Range Seven [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 6.5000 | ||
Warrants, Outstanding (Shares) | 8,092 | ||
Warrants, Exercisable (Shares) | 8,092 | ||
Warrants, Expiration Date | Feb. 4, 2019 | ||
Exercise Price Range Eight [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 6.8348 | ||
Warrants, Outstanding (Shares) | 145,758 | ||
Warrants, Exercisable (Shares) | 145,758 | ||
Warrants, Expiration Date | Sep. 30, 2020 | ||
Exercise Price Range Nine [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 7.9300 | ||
Warrants, Outstanding (Shares) | 86,004 | ||
Warrants, Exercisable (Shares) | 86,004 | ||
Warrants, Expiration Date | Feb. 28, 2021 |
Stockholders' Deficiency - Sc39
Stockholders' Deficiency - Schedule of Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 774,842 | 79,128 |
Number of Options, Exercisable, Beginning balance | 519,662 | 79,128 |
Number of Options, Granted | 532,907 | 695,714 |
Number of Options, Expired | ||
Number of Options, Forfeited | ||
Number of Options, Outstanding, Ending balance | 1,307,749 | 774,842 |
Number of Options, Exercisable, Ending balance | 1,307,749 | 519,662 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 7.8325 | $ 16.3475 |
Weighted Average Exercise Price, Exercisable, Beginning | 8.5150 | 16.3475 |
Weighted Average Exercise Price, Granted | 7.3305 | 6.8575 |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding, Ending | 7.6241 | 7.8325 |
Weighted Average Exercise Price, Exercisable, Ending | $ 7.6515 | $ 8.5150 |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 5 years 3 months 22 days | 7 years 11 days |
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) | 5 years 3 months 22 days | 6 years 6 months 26 days |
Stockholders' Deficiency - Sc40
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding (Shares) | 1,307,749 | 774,842 | 79,128 |
Options Exercisable (Shares) | 1,307,749 | 519,662 | 79,128 |
Stock Option One [Member] | |||
Options Exercise Price | $ 4.5000 | $ 5.6875 | |
Options Outstanding (Shares) | 7,222 | 89,686 | |
Options Exercisable (Shares) | 7,222 | 89,686 | |
Options, Expiration Date | Sep. 2, 2021 | Jun. 30, 2020 | |
Stock Option Two [Member] | |||
Options Exercise Price | $ 5.6875 | $ 6.4025 | |
Options Outstanding (Shares) | 89,686 | 27,692 | |
Options Exercisable (Shares) | 89,686 | 6,923 | |
Options, Expiration Date | Jun. 30, 2020 | Aug. 18, 2020 | |
Stock Option Three [Member] | |||
Options Exercise Price | $ 5.7500 | $ 6.4025 | |
Options Outstanding (Shares) | 2,608 | 129,231 | |
Options Exercisable (Shares) | 2,608 | 32,308 | |
Options, Expiration Date | Sep. 12, 2021 | Aug. 18, 2022 | |
Stock Option Four [Member] | |||
Options Exercise Price | $ 6.4025 | $ 6.4025 | |
Options Outstanding (Shares) | 27,692 | 261,789 | |
Options Exercisable (Shares) | 27,692 | 130,894 | |
Options, Expiration Date | Aug. 18, 2020 | Aug. 18, 2025 | |
Stock Option Five [Member] | |||
Options Exercise Price | $ 6.4025 | $ 6.8250 | |
Options Outstanding (Shares) | 129,231 | 8,791 | |
Options Exercisable (Shares) | 129,231 | 2,198 | |
Options, Expiration Date | Aug. 18, 2022 | Dec. 11, 2020 | |
Stock Option Six [Member] | |||
Options Exercise Price | $ 6.4025 | $ 8.12500 | |
Options Outstanding (Shares) | 261,789 | 169,231 | |
Options Exercisable (Shares) | 261,789 | 169,231 | |
Options, Expiration Date | Aug. 18, 2025 | Jun. 30, 2022 | |
Stock Option Seven [Member] | |||
Options Exercise Price | $ 6.8250 | $ 13 | |
Options Outstanding (Shares) | 8,791 | 7,385 | |
Options Exercisable (Shares) | 8,791 | 7,385 | |
Options, Expiration Date | Dec. 11, 2020 | Mar. 13, 2019 | |
Stock Option Eight [Member] | |||
Options Exercise Price | $ 7.3775 | $ 13 | |
Options Outstanding (Shares) | 523,077 | 3,846 | |
Options Exercisable (Shares) | 523,077 | 3,846 | |
Options, Expiration Date | Mar. 31, 2021 | Apr. 14, 2019 | |
Stock Option Nine [Member] | |||
Options Exercise Price | $ 8.1250 | $ 13.9750 | |
Options Outstanding (Shares) | 169,231 | 3,385 | |
Options Exercisable (Shares) | 169,231 | 3,385 | |
Options, Expiration Date | Jun. 30, 2022 | Mar. 14, 2024 | |
Stock Option Ten [Member] | |||
Options Exercise Price | $ 13 | $ 15.4700 | |
Options Outstanding (Shares) | 7,385 | 7,755 | |
Options Exercisable (Shares) | 7,385 | 7,755 | |
Options, Expiration Date | Mar. 13, 2019 | Apr. 8, 2020 | |
Stock Option Eleven [Member] | |||
Options Exercise Price | $ 13 | $ 15.9250 | |
Options Outstanding (Shares) | 3,846 | 2,462 | |
Options Exercisable (Shares) | 3,846 | 2,462 | |
Options, Expiration Date | Apr. 14, 2019 | Feb. 28, 2024 | |
Stock Option Twelve[Member] | |||
Options Exercise Price | $ 13.9750 | $ 16.2500 | |
Options Outstanding (Shares) | 3,385 | 46,154 | |
Options Exercisable (Shares) | 3,385 | 46,154 | |
Options, Expiration Date | Mar. 14, 2024 | Jul. 17, 2019 | |
Stock Option Thirteen [Member] | |||
Options Exercise Price | $ 15.4700 | $ 16.6400 | |
Options Outstanding (Shares) | 7,755 | 1,538 | |
Options Exercisable (Shares) | 7,755 | 1,538 | |
Options, Expiration Date | Apr. 8, 2020 | Jan. 29, 2020 | |
Stock Option Fourteen [Member] | |||
Options Exercise Price | $ 15.9250 | $ 19.5000 | |
Options Outstanding (Shares) | 2,462 | 9,487 | |
Options Exercisable (Shares) | 2,462 | 9,487 | |
Options, Expiration Date | Feb. 28, 2024 | Jul. 17, 2022 | |
Stock Option Fifeen [Member] | |||
Options Exercise Price | $ 16.0500 | $ 19.5000 | |
Options Outstanding (Shares) | 46,154 | 6,410 | |
Options Exercisable (Shares) | 46,154 | 6,410 | |
Options, Expiration Date | Jul. 17, 2019 | Aug. 10, 2022 | |
Stock Option Sixteen [Member] | |||
Options Exercise Price | $ 16.6400 | ||
Options Outstanding (Shares) | 1,538 | ||
Options Exercisable (Shares) | 1,538 | ||
Options, Expiration Date | Jan. 29, 2020 | ||
Stock Option Seventeen [Member] | |||
Options Exercise Price | $ 19.5000 | ||
Options Outstanding (Shares) | 9,487 | ||
Options Exercisable (Shares) | 9,487 | ||
Options, Expiration Date | Jul. 17, 2022 | ||
Stock Option Eighteen [Member] | |||
Options Exercise Price | $ 19.5000 | ||
Options Outstanding (Shares) | 6,410 | ||
Options Exercisable (Shares) | 6,410 | ||
Options, Expiration Date | Aug. 10, 2022 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Percentage of federal tax rate | (35.00%) | (35.00%) |
California [Member] | ||
Operating loss carryforwards | $ 92,084,000 | |
Deferred tax assets, tax credit carryforwards, research and development | $ 1,146,000 | |
Federal Tax [Member] | ||
Percentage of federal tax rate | 35.00% | |
Operating loss carryforwards | $ 91,607,000 | |
Net operating loss carryforwards expiration term | from 2017 through 2036 | |
Deferred tax assets, tax credit carryforwards, research and development | $ 2,093,000 | |
Research and development tax credit carryforwards expiration term | from 2017 through 2032 | |
State Tax [Member] | ||
Operating loss carryforwards | $ 97,352,000 | |
Net operating loss carryforwards expiration term | from 2017 through 2036 | |
State Tax [Member] | New Jersey [Member] | ||
Operating loss carryforwards | $ 5,268,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 3,430,000 | 1,496,000 |
Stock options issued in connection with the payment of debt | 289,000 | 276,000 |
Net operating loss carryforwards | 37,745,000 | 36,663,000 |
Accrued compensation | 794,000 | 290,000 |
Accrued interest due to related party | 94,000 | 70,000 |
Other, net | 14,000 | 13,000 |
Total deferred tax assets | 45,755,000 | 42,197,000 |
Valuation allowance | (45,755,000) | (42,197,000) |
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, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (35.00%) | (35.00%) |
Stock-based compensation | ||
Change in valuation allowance | 33.00% | 31.10% |
Amortization of warrant discounts | 1.30% | 4.00% |
Fair value of note payable conversion discounts | 0.70% | |
Other | (0.10%) | |
Effective tax rate | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2013 | |
Board of Directors [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 | $ 20,464 | $ 24,875 |
Commitments and Contingencies45
Commitments and Contingencies (Details Narrative) | Oct. 26, 2016USD ($) | Jul. 28, 2016USD ($) | Jul. 21, 2016USD ($) | Jan. 12, 2016USD ($) | Jan. 12, 2016CAD | Oct. 30, 2015USD ($) | Aug. 18, 2015USD ($)shares | Aug. 18, 2015USD ($)shares | Aug. 18, 2015USD ($)shares | Jan. 27, 2015USD ($) | Nov. 11, 2014USD ($) | Oct. 15, 2014USD ($) | Jun. 27, 2014USD ($) | Mar. 31, 2011USD ($) | Mar. 31, 2010USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares |
Unpaid investment banking services | $ 225,000 | ||||||||||||||||||
Cash compensation expense | $ 117,000 | ||||||||||||||||||
Stock options to purchase | shares | 774,842 | 1,307,749 | 774,842 | 79,128 | |||||||||||||||
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 | ||||||||||||||||||
Research and development expenses | 3,176,207 | $ 1,706,603 | |||||||||||||||||
Principal cash obligations and commitments | 2,251,324 | ||||||||||||||||||
Advance on research contracts | $ 48,912 | ||||||||||||||||||
Neuroscience and Mental Health Institute at University of Alberta [Member] | |||||||||||||||||||
Research grants award amount | $ 111,000 | ||||||||||||||||||
Additional cost budgeted under research grant | 65,000 | ||||||||||||||||||
Funding cash installments | 16,000 | ||||||||||||||||||
Payments to patent costs | 15,000 | ||||||||||||||||||
Underwrite additional budgeted costs | $ 15,000 | ||||||||||||||||||
Foreign conversion exchange rate | 0.76 | ||||||||||||||||||
Research and development expenses | $ 602,642 | ||||||||||||||||||
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 | ||||||||||||||||||
Duke University Clinical Trial Agreement [Member] | |||||||||||||||||||
Post-clinical trial costs | $ 120,059 | ||||||||||||||||||
Amount payable | $ 678,327 | ||||||||||||||||||
Budgeted cost | $ 35,958 | ||||||||||||||||||
Mr. Manuso [Member] | |||||||||||||||||||
Cash compensation expense | $ 375,000 | $ 146,060 | $ 421,350 | ||||||||||||||||
Percentage of annual bonus from base salary | 50.00% | ||||||||||||||||||
Stock options to purchase | shares | 261,789 | 261,789 | 261,789 | ||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||
Purchase newly issued securities | $ 250,000 | ||||||||||||||||||
Dr. Arnold S. Lippa [Member] | |||||||||||||||||||
Cash compensation expense | $ 300,000 | ||||||||||||||||||
Percentage of annual bonus from base salary | 50.00% | ||||||||||||||||||
Stock options to purchase | shares | 30,769 | 30,769 | 30,769 | ||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||
President And Chief Executive Officer [Member] | |||||||||||||||||||
Cash compensation expense | 94,758 | 94,758 | |||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | |||||||||||||||||||
Cash compensation expense | $ 151,612 | $ 195,000 | 433,200 | 159,540 | |||||||||||||||
Stock options to purchase | shares | 30,769 | 30,769 | 30,769 | ||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | Minimum [Member] | |||||||||||||||||||
Bonuses | $ 65,000 | 65,000 | $ 65,000 | ||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | Maximum [Member] | |||||||||||||||||||
Bonuses | 125,000 | $ 125,000 | $ 125,000 | ||||||||||||||||
Mr Margolis [Member] | |||||||||||||||||||
Cash compensation expense | 75,806 | 216,600 | 79,770 | ||||||||||||||||
Mr Weingarten [Member] | |||||||||||||||||||
Cash compensation expense | $ 75,806 | 216,600 | 79,770 | ||||||||||||||||
Dr. Manuso, Dr. Lippa, Mr. Margolis and Mr. Weingarten [Member] | |||||||||||||||||||
Net proceeds from offering cost | 2,000,000 | ||||||||||||||||||
Biovail [Member] | |||||||||||||||||||
Reimbursement related expenses | $ 15,000,000 | ||||||||||||||||||
Payments for future potential | $ 15,150,000 | ||||||||||||||||||
Additional payments received upto | $ 15,000,000 | ||||||||||||||||||
DNA Healthlink, Inc [Member] | Richard Purcell [Member] | |||||||||||||||||||
Cash fee | $ 12,500 | ||||||||||||||||||
Employment and Consulting Agreements [Member] | |||||||||||||||||||
Cash compensation expense | 150,000 | 150,000 | |||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
License agreement effective date | Sep. 18, 2014 | ||||||||||||||||||
License fee | $ 25,000 | ||||||||||||||||||
Outstanding patent costs | $ 15,840 | ||||||||||||||||||
Charge to operations with stock options | 1,000,000 | 1,000,000 | |||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | ResearchAndDevelopmentExpenses [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | 250,000 | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | 100,000 | $ 100,000 | |||||||||||||||||
Percentage of royalty on net sale | 4.00% | ||||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Sale Of Product [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | $ 150,000 | ||||||||||||||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Commercial Sale Of Product [Member] | |||||||||||||||||||
Minimum annual royalty payment amount | 200,000 | ||||||||||||||||||
January 18, 2017 [Member] | |||||||||||||||||||
Arbitrator awarded amount | 146,082 | ||||||||||||||||||
Attorneys' fees and costs | 47,930 | ||||||||||||||||||
Due Within Five Days After Closing Of First Patient Product Phase Two Human Clinical Study [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Payment for sale of product | 75,000 | ||||||||||||||||||
Due Within Five Days After Closing Of First Patient Product Phase Three Human Clinical Trial [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Payment for sale of product | 350,000 | ||||||||||||||||||
Due Within Five Days After First New Drug Application Filing [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Payment for sale of product | 500,000 | ||||||||||||||||||
Due Within Twelve Months After First Commercial Sale Of Product Member [Member] | University Of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||||
Payment for sale of product | 1,000,000 | ||||||||||||||||||
Former Director [Member] | |||||||||||||||||||
Unpaid consulting compensation | $ 24,000 | ||||||||||||||||||
Dr. Arnold S. Lippa [Member] | |||||||||||||||||||
Cash compensation expense | $ 118,438 | $ 254,700 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Principal Cash Obligations and Commitments (Details) | Dec. 31, 2016USD ($) | |
2,017 | $ 1,285,674 | |
2,018 | 665,650 | |
2,019 | 100,000 | |
2,020 | 100,000 | |
2,021 | 100,000 | |
Total | 2,251,324 | |
Research and Development Contracts [Member] | ||
2,017 | 52,801 | |
2,018 | ||
2,019 | ||
2,020 | ||
2,021 | ||
Total | 52,801 | |
Clinical Trial Agreements [Member] | ||
2,017 | 26,773 | [1] |
2,018 | [1] | |
2,019 | [1] | |
2,020 | [1] | |
2,021 | [1] | |
Total | 26,773 | [1] |
License Agreements [Member] | ||
2,017 | 100,000 | |
2,018 | 100,000 | |
2,019 | 100,000 | |
2,020 | 100,000 | |
2,021 | 100,000 | |
Total | 500,000 | |
Employment and Consulting Agreements [Member] | ||
2,017 | 1,106,100 | [2] |
2,018 | 65,650 | [2] |
2,019 | [2] | |
2,020 | [2] | |
2,021 | [2] | |
Total | $ 1,671,750 | [2] |
[1] | The amount presented is net of the remaining balance of an advance payment of $48,912 made on May 6, 2016, which has been reflected as advance payment on research contract in the Company's consolidated balance sheet at December 31, 2016. | |
[2] | The payment of such amounts has been deferred indefinitely, as described above at "Employment Agreements". |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 28, 2017 | Mar. 10, 2017 | Jan. 18, 2017 | Jan. 17, 2017 | Jan. 08, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 27, 2016 | Aug. 10, 2012 |
Maximum offering cost | $ 2,500,000 | $ 309,985 | |||||||
Initial closing price per unit | $ 18.2000 | ||||||||
Shares issued price per share | $ 5.8500 | ||||||||
Number of shares available under the plan total | 63,236 | ||||||||
Number of common stock options awarded during the period | 532,907 | 695,714 | |||||||
Subsequent Event [Member] | |||||||||
Arbitrator awarded amount | $ 146,082 | ||||||||
Attorneys' fees and costs | $ 47,930 | ||||||||
Subsequent Event [Member] | Amended and Restated 2015 Stock and Stock Option Plan [Member] | |||||||||
Reverse stock split description | 325-to-1 reverse stock split | ||||||||
Number of common stock shares issued during the period | 500,000,000 | ||||||||
Reduction of common stock shares | 1,538,461 | ||||||||
Shares issuable increase during the period | 1,500,000 | ||||||||
Number of shares available under the plan total | 3,038,461 | ||||||||
Subsequent Event [Member] | 2015 Stock Option Plan [Member] | Seventeen Individuals [Member] | |||||||||
Number of common stock options awarded during the period | 395,000 | ||||||||
Stock options award expiration date | Jan. 17, 2022 | ||||||||
Stock options exercise price grant date per share | $ 3.9000 | ||||||||
Aggregate grant date fair value of stock options | $ 1,464,305 | ||||||||
Subsequent Event [Member] | January 17, 2017 [Member] | 2015 Stock Option Plan [Member] | |||||||||
Stock options vested percentage | 25.00% | ||||||||
Subsequent Event [Member] | March 31, 2017 [Member] | 2015 Stock Option Plan [Member] | |||||||||
Stock options vested percentage | 25.00% | ||||||||
Subsequent Event [Member] | June 30, 2017 [Member] | 2015 Stock Option Plan [Member] | |||||||||
Stock options vested percentage | 50.00% | ||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||
Placement agent fees | $ 20,000 | ||||||||
Subsequent Event [Member] | Private Placement [Member] | Minimum [Member] | |||||||||
Gross proceeds from offering | 15,000,000 | ||||||||
Subsequent Event [Member] | Private Placement Agreement [Member] | Accredited Investor [Member] | |||||||||
Units sold for aggregate cash consideration | 50,000 | ||||||||
Maximum offering cost | $ 1,500,000 | ||||||||
Aggregate cash consideration | $ 300,000 | ||||||||
Initial closing price per unit | $ 2.50 | ||||||||
Warrants exercisable date | Dec. 31, 2021 | ||||||||
Percentage of warrants exercised per unit price | 110.00% | ||||||||
Shares issued price per share | $ 2.75 | ||||||||
Warrants description | The warrants are also subject to a call by the Company at $0.001 per share upon ten (10) days written notice if the Companys common stock closes at 200% or more of the unit purchase price for any five (5) consecutive trading days. | ||||||||
Number of common stock shares purchased during the period | 20,000 | ||||||||
Warrants to purchase shares of common stock | 20,000 |