Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Public Float | $ 3,567,000 | ||
Entity Common Stock, Shares Outstanding | 3,123,332 | ||
Trading Symbol | RSPI | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 84,902 | $ 92,040 |
Advance payment on research contract | 48,912 | 48,912 |
Prepaid expenses, including current portion of long-term prepaid insurance of $14,945 at December 31, 2017 and 2016 | 42,897 | 54,724 |
Total current assets | 176,711 | 195,676 |
Equipment, net of accumulated depreciation of $20,897 and $15,730 at December 31, 2017 and 2016, respectively | 5,167 | |
Long-term prepaid insurance, net of current portion of $14,945 at December 31, 2017 and 2016 | 18,059 | 33,004 |
Total assets | 194,770 | 233,847 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $228,939 and $194,066 payable to related parties at December 31, 2017 and 2016, respectively | 2,922,013 | 2,494,729 |
Accrued compensation and related expenses | 479,300 | 1,944,559 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $98,646 and $62,616 at December 31, 2017 and 2016, respectively, (of which $91,028, including accrued interest of $25,028, was deemed to be in default at December 31, 2017) (Note 4) | 374,646 | 338,616 |
Note payable to SY Corporation, including accrued interest of $267,335 and $219,362 at December 31, 2017 and 2016, respectively (payment obligation currently in default - Note 4) | 583,827 | 594,007 |
Notes payable to officers, including accrued interest of $26,538 and $11,018 at December 31, 2017 and 2016, respectively (Note 4) | 181,738 | 166,218 |
Non-permanent equity (Note 6) | 185,000 | |
Other short-term notes payable | 8,630 | 4,095 |
Total current liabilities | 4,550,154 | 5,727,224 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficiency: (Note 6) | ||
Series B convertible preferred stock, $0.001 par value; $0.6667 per share liquidation preference; aggregate liquidation preference $25,001; shares authorized: 37,500; shares issued and outstanding: 37,500; common shares issuable upon conversion at 0.00030 common shares per Series B share: 11 | 21,703 | 21,703 |
Common stock, $0.001 par value; shares authorized: 65,000,000; shares issued and outstanding: 3,065,261 and 2,149,045 at December 31, 2017 and 2016, respectively (Note 1) | 3,065 | 2,149 |
Additional paid-in capital | 157,422,110 | 151,993,550 |
Accumulated deficit | (161,802,262) | (157,510,779) |
Total stockholders' deficiency | (4,355,384) | (5,493,377) |
Total liabilities and stockholders' deficiency | $ 194,770 | $ 233,847 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Long term prepaid insurance current portion | $ 14,945 | $ 14,945 |
Equipment, accumulated depreciation | 20,897 | 15,730 |
Long-term prepaid insurance current portion | 14,945 | 14,945 |
Accounts payable and accrued expenses to related party | 228,939 | 194,066 |
Accrued interest on note payable to SY corporation | 267,335 | 219,362 |
Accrued interest on notes payable to officers | $ 26,538 | $ 11,018 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 3,065,261 | 2,149,045 |
Common stock, shares outstanding | 3,065,261 | 2,149,045 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 98,646 | $ 62,616 |
Unamortized discount | 91,028 | |
Notes default amount | $ 25,028 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference, per share | $ 0.6667 | $ 0.6667 |
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 |
Preferred stock, shares authorized | 37,500 | 37,500 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Preferred stock shares issuable upon conversion, per share | $ 0.00030 | $ 0.00030 |
Common stock shares issuable upon conversion of series B | 11 | 11 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||
General and administrative, including $1,846,947 and $4,198,750 to related parties for the years ended December 31, 2017 and 2016, respectively | $ 2,515,846 | $ 5,295,683 |
Research and development, including $1,132,604 and $1,646,092 to related parties for the years ended December 31, 2017 and 2016, respectively | 1,731,565 | 3,176,207 |
Total operating costs and expenses | 4,247,411 | 8,471,890 |
Loss from operations | (4,247,411) | (8,471,890) |
Gain on settlements with service providers | 1,076 | |
Fair value of inducement cost to effect exchange of convertible notes payable for common stock | (188,274) | |
Interest income | 8 | |
Interest expense, including $155,219 and $151,958 to related parties for the years ended December 31, 2017 and 2016, respectively | (102,225) | (586,346) |
Foreign currency transaction gain | 58,153 | 15,666 |
Net loss | (4,291,483) | (9,229,760) |
Adjustment related to Series G 1.5% Convertible Preferred Stock: | ||
Dividends on Series G 1.5% Convertible Preferred Stock | (1,165) | |
Net loss attributable to common stockholders | $ (4,291,483) | $ (9,230,925) |
Net loss per common share - basic and diluted | $ (1.77) | $ (4.95) |
Weighted average common shares outstanding - basic and diluted | 2,418,271 | 1,864,045 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
General and administrative expense to related parties | $ 1,846,947 | $ 4,198,750 |
Research and development expenses to related parties | 1,132,604 | 1,646,092 |
Interest expense to related parties | $ 155,219 | $ 151,958 |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Series B Convertible Preferred Stock [Member] | ||
Balance beginning | $ 21,703 | $ 21,703 |
Balance beginning, shares | 37,500 | 37,500 |
Sale of common stock units in private placement | ||
Sale of common stock units in private placement, shares | ||
Reclassification of non-permanent equity | ||
Costs incurred in connection with sale of common stock units | ||
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 | ||
Dividends on Series G 1.5% Convertible Preferred Stock | ||
Dividends 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 | ||
Placement Agent fees associated with sale of common stock units in private placement | ||
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 | |
Balance beginning, shares | 258.6 | |
Sale of common stock units in private placement | ||
Sale of common stock units in private placement, shares | ||
Reclassification of non-permanent equity | ||
Costs incurred in connection with sale of common stock units | ||
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 | ||
Dividends on Series G 1.5% Convertible Preferred Stock | $ 1,165 | |
Dividends on Series G 1.5% Convertible Preferred Stock, shares | 1.1 | |
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 | ||
Placement Agent fees associated with sale of common stock units in private placement | ||
Net loss | ||
Balance ending | ||
Balance ending, shares | ||
Common Stock [Member] | ||
Balance beginning | $ 2,149 | $ 1,507 |
Balance beginning, shares | 2,149,045 | 1,507,221 |
Sale of common stock units in private placement | $ 544 | $ 173 |
Sale of common stock units in private placement, shares | 544,500 | 173,287 |
Reclassification of non-permanent equity | ||
Costs incurred in connection with sale of common stock units | ||
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 | $ 372 | $ 109 |
Common stock issued in connection with unit exchanges, shares | 371,716 | 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 | ||
Dividends on Series G 1.5% Convertible Preferred Stock | ||
Dividends 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) | |
Placement Agent fees associated with sale of common stock units in private placement | ||
Net loss | ||
Balance ending | $ 3,065 | $ 2,149 |
Balance ending, shares | 3,065,261 | 2,149,045 |
Additional Paid-in Capital [Member] | ||
Balance beginning | $ 151,993,550 | $ 145,135,869 |
Sale of common stock units in private placement | 753,956 | 494,812 |
Reclassification of non-permanent equity | 185,000 | (185,000) |
Costs incurred in connection with sale of common stock units | (7,429) | |
Common stock issued in connection with convertible notes payable exchange transactions | 577,227 | |
Common stock issued in connection with unit exchanges | (372) | 529,285 |
Common stock issued to service provider | 96,234 | |
Fair value of common stock options issued for compensation and fees | 4,509,976 | 4,733,974 |
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 | |
Dividends on Series G 1.5% Convertible Preferred Stock | ||
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) | |
Placement Agent fees associated with sale of common stock units in private placement | (20,000) | |
Net loss | ||
Balance ending | 157,422,110 | 151,993,550 |
Accumulated Deficit [Member] | ||
Balance beginning | (157,510,779) | (148,279,854) |
Sale of common stock units in private placement | ||
Reclassification of non-permanent equity | ||
Costs incurred in connection with sale of common stock units | ||
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 | ||
Dividends on Series G 1.5% Convertible Preferred Stock | (1,165) | |
Mandatory conversion of Series G 1.5% Convertible Preferred Stock | ||
Cash payment in lieu of fractional shares resulting from reverse stock split | ||
Placement Agent fees associated with sale of common stock units in private placement | ||
Net loss | (4,291,483) | (9,229,760) |
Balance ending | (161,802,262) | (157,510,779) |
Balance beginning | (5,493,377) | (2,862,209) |
Sale of common stock units in private placement | 754,500 | 494,985 |
Reclassification of non-permanent equity | 185,000 | (185,000) |
Costs incurred in connection with sale of common stock units | (7,429) | |
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 | 4,509,976 | 4,733,974 |
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 | |
Dividends 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) | |
Placement Agent fees associated with sale of common stock units in private placement | (20,000) | |
Net loss | (4,291,483) | (9,229,760) |
Balance ending | $ (4,355,384) | $ (5,493,377) |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Deficiency (Parenthetical) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,291,483) | $ (9,229,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 5,167 | 6,954 |
Amortization of debt discounts (including beneficial conversion feature) related to convertible notes payable | 226,433 | |
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 | |
Fair value of warrants issued as additional consideration in connection with loans from officers | 140,939 | |
Gain from settlement(s) - With service providers | (1,076) | |
Stock-based compensation and fees included in - General and administrative expenses | 2,966,420 | 3,391,848 |
Stock-based compensation and fees included in - Research and development expenses | 1,543,556 | 1,342,126 |
Foreign currency transaction gain | (58,153) | (15,666) |
(Increase) decrease in - | ||
Advance on research contract | (48,912) | |
Prepaid expenses | 26,772 | (10,635) |
Increase (decrease) in - | ||
Accounts payable and accrued expenses | 476,449 | 1,228,816 |
Accrued compensation and related expenses | (1,465,259) | 1,234,150 |
Accrued interest payable | 99,522 | 101,326 |
Net cash used in operating activities | (697,009) | (1,328,684) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock units | 754,500 | 494,985 |
Proceeds from warrant exchange transactions | 762,240 | |
Proceeds from issuance of notes payable to officers | 155,200 | |
Principal paid on other short-term notes payable | (64,629) | (39,602) |
Cash payments in lieu of fractional common shares resulting from reverse stock split | (1,298) | |
Cash payments made for costs incurred in connection with the sale of common stock units | (4,000) | |
Net cash provided by financing activities | 689,871 | 1,367,525 |
Cash and cash equivalents: | ||
Net increase (decrease) | (7,138) | 38,841 |
Balance at beginning of period | 92,040 | 53,199 |
Balance at end of period | 84,902 | 92,040 |
Supplemental disclosures of cash flow information: | ||
Interest | 2,608 | 1,133 |
Income taxes | ||
Non-cash financing activities: | ||
Dividends on Series G 1.5% Convertible Preferred Stock | 1,165 | |
Deferred financing costs charged to additional paid-in capital | 3,429 | |
Short-term note payable issued in connection with financing of directors and officers insurance policy | 59,857 | 40,016 |
Short-term note payable issued in connection with financing of clinical trial and other office insurance policies | 9,307 | |
Stated value of Series G 1.5% Convertible Preferred Stock converted into common stock | 259,731 | |
Fair value of common stock issued to service provider | 96,250 | |
Fair value of common stock options issued to service providers | 31,174 | |
Convertible notes payable, including accrued interest of $40,983, extinguished in common stock exchange transactions | 344,483 | |
Accrual of fees payable to placement agent in connection with the sale common stock units | 20,000 | |
Fair value of common stock warrants issued to placement agent in connection with the sale of common stock units | 27,648 | |
Reclassification of non-permanent equity | $ 185,000 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Series G 1.5% Convertible Preferred Stock [Member] | ||
Percentage of dividend on convertible preferred stock | 1.50% | |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 40,983 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization RespireRx Pharmaceuticals Inc. (“RespireRx”) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December 16, 2015, 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”), which is now its wholly-owned subsidiary. Basis of Presentation The consolidated financial statements are of RespireRx and its wholly-owned subsidiary, Pier (collectively referred to herein as the “Company,” unless the context indicates otherwise), as of December 31, 2017 and for each of the years ended December 31, 2017 and 2016. 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, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 2. Business RespireRx is developing dronabinol, a synthetic derivative of a naturally occurring substance in the cannabis plant, otherwise known as Δ9-THC or Δ9-tetrahydrocannabinol, for the treatment of Obstructive Sleep Apnea (“OSA”), a serious respiratory disorder that impacts an estimated 30 million people in the United States. OSA has been linked to increased risk for hypertension, heart failure, depression, and diabetes, and has an annual economic cost of $162 billion according to the American Academy of Sleep Medicine. There are no approved drug treatments for OSA. RespireRx holds the exclusive world-wide license to a family of patents for the use of cannabinoids, including dronabinol, in the treatment of sleep disordered breathing from the University of Illinois at Chicago (“UIC”). In addition, RespireRx has several extensions and pending applications that, if issued, will extend patent protection for over a decade. With approximately $5 million in funding from the National Heart, Lung and Blood Institute of the National Institutes of Health, UIC recently completed a Phase 2B multi-center, double-blind, placebo-controlled clinical trial of dronabinol in patients with OSA. Entitled P A C E RespireRx believes that the most direct route to commercialization is to proceed directly to a Phase 3 pivotal trial using the currently available dronabinol formulation (2.5, 5 and 10 mg gel caps) and to then commercialize a RespireRx branded dronabinol capsule (“RBDC”). There are also numerous opportunities for reformulation of dronabinol to produce a second generation proprietary, branded product for the treatment of OSA with an improved profile. Therefore, simultaneous with the development of the RBDC, RespireRx plans to develop a proprietary dronabinol formulation to optimize the dose and duration of action for treating OSA. RespireRx initiated its dronabinol program when it 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 a 2007 Exclusive License Agreement (as amended, the “Old License”) that Pier had entered into with the University of Illinois on October 10, 2007. The Old License covered certain patents and patent applications in the United States and other countries claiming the use of certain compounds referred to as cannabinoids, including dronabinol, for the treatment of sleep-related breathing disorders (including sleep apnea). 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) new drug application, an efficient regulatory pathway. The Old License 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 Old License. Similar to the Old License, 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. 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 expired in 2017 in the U.S. and will expire 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 above. 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 which is a form of apnea. 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 OSA. 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 $4,291,483 and $9,229,760 and had negative operating cash flows of $697,009 and $1,328,684 for the fiscal years ended December 31, 2017 and 2016, respectively. The Company also had a stockholders’ deficiency of $4,355,384 at December 31, 2017, 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, 2017, 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, 2017 | |
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 of financial instruments 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 The Company presents 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. Series G 1.5% Convertible Preferred Stock The shares of Series G 1.5% Convertible Preferred Stock (“Series G 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. There were no shares of Series G Preferred Stock outstanding at any time in 2017. There were $1,165 of accrued dividends in respect to the Series G Preferred Stock for the year ended December 31, 2016. All Series G Preferred Stock, including accrued dividends, that had not been earlier converted, was mandatorily converted to the Company’s common stock, par value $0.001 on April 17, 2016. Convertible Notes Payable Original Issuance of Notes and Warrants The convertible notes sold to investors in 2014 and 2015, which aggregated a total of $579,500, 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 to purchase 50,945 shares of common stock 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. The maturity date of the notes was extended to September 15, 2016 and included the issuance of 27,936 additional warrants to purchase common stock, exercisable at $11.375 per share of common stock. Note Exchange Agreements During April and May 2016, the Company entered into Note Exchange Agreements with certain note holders, including one then 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 $40,993) 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 then 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 then 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 were $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 then 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 warrant 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 then 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 then affiliate exchanged warrants to purchase 88,132 shares of the Company’s common stock that were originally issued to the then 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 were $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 were exercisable through December 31, 2021 at a fixed price $1.562 per share of the Company’s common stock. The warrants contained a cashless exercise provision and certain blocker provisions preventing exercise if the investor would beneficially own more than 4.99% of the Company’s outstanding shares of common stock as a result of such exercise. The warrants were 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. The investors were not affiliates of the Company. Investors received an unlimited number of piggy-back registration rights. The investors also 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 was 1.2 times the amount of the original investment. Under certain circumstances, the ratio might have been 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 that 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 could not, at that time, be classified as permanent equity as there was a potential that the Unit investment amount could be exchanged for debt (convertible or otherwise) or for redeemable preferred stock. Since the exchange right expired 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. 1 st On March 10, 2017 and March 28, 2017, the Company sold units to investors for aggregate gross proceeds of $350,000, with each unit consisting 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 (the “1 st nd st On July 26, 2017, the Company’s Board approved an offering of securities conducted via private placement (the “2 nd nd nd st nd st nd nd st nd nd st nd nd 2 nd On August 29, 2017, September 27, 2017, September 28, 2017, October 5, 2017, October 25, 2017, November 29, 2017, December 13, 2017, December 21, 2017, December 22, 2017 and December 29, 2017 the Company sold units to investors in the 2 nd u o st nd nd nd The terms of the 2 nd nd st nd st nd st nd nd Equipment Equipment is recorded at cost and depreciated on a straight-line basis over their estimated useful lives, which range from three to five years. Long-Term Prepaid Insurance Long-term prepaid insurance represents the premium paid 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 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, 2017. 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, 2017, 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 1.89% to 2.20 % Expected dividend yield 0 % Expected volatility 132.87% to 184.92 % Expected life 4.55 to 5 years For stock options granted with a 10 year life, all of which vested immediately, the simple method of estimating the option life, which is the of the sum of the vesting period and the term of the option divided by 2 was used and resulted in the use of a 5 year estimated life when using the Black-Scholes option-pricing model. 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 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, 2017 and 2016. 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, 2017, 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, 2017, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Foreign Currency Transactions The note payable to 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 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 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable The convertible notes sold to investors in 2014 and 2015, which aggregated a total of $579,500, 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 to purchase 50,945 shares of common stock 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. The maturity date of the notes was extended to September 15, 2016 and included the issuance of 27,936 additional warrants to purchase common stock, exercisable at $11.375 per share of common stock. During the years ended December 31, 2017 and 2016, $0 and $129,857, 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, 2017 and 2016, $0 and $45,186, respectively, was charged to interest expense from the amortization of debt discount related to the value attributed to the beneficial conversion feature. 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, 2017 such notes remained in default and totaled $91,028, including accrued interest of $25,028. 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, 2017 and 2016: December 31, 2017 December 31, 2016 Principal amount of convertible notes payable $ 276,000 $ 276,000 Add accrued interest payable 98,646 62,616 $ 374,646 $ 338,616 As of December 31, 2017, the remaining outstanding Notes were convertible into 32,941 shares of the Company’s common stock, including 8,677 shares attributable to accrued interest of $98,646 payable as of such date. As of December 31, 2016, the 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. 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, 2017 and 2016: December 31, 2017 December 31, 2016 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 267,335 219,362 Foreign currency transaction adjustment (83,282 ) (25,129 ) $ 583,827 $ 594,007 Interest expense with respect to this promissory note was $47,973 and $48,105 for years ended December 31, 2017 and 2016, respectively. Advances and Notes Payable to Officers 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. On September 23, 2016, Dr. Lippa advanced $25,000 to the Company for working capital purposes under a second demand promissory note with interest at 10% per annum. The notes are secured by the assets of the Company. During the year ended December 31, 2017, $7,760 was charged to interest expense with respect to the notes. In connection with the loan, Dr. Lippa was issued fully vested warrants to purchase 15,464 shares of the Company’s common stock, 10,309 of which have an exercise price of $5.1025 per share and 5,155 of which have an exercise price of $4.85 which were the closing prices of the Company’s common stock on the respective dates of grant. The warrant expires on January 29, 2019 and September 23, 2019 respectively and may be exercised on a cashless basis. The aggregate grant date fair value of the warrants, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $70,577, 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. On September 22, 2016, Dr. Manuso, advanced $25,000 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. The notes are secured by the assets of the Company. During the year ended December 31, 2017, $7,760 was charged to interest expense with respect to the notes. In connection with the loan, Dr. Manuso was issued fully vested warrants to purchase 13,092 shares of the Company’s common stock, 8,092 of which have an exercise price of $6.5000 per share and 5,000 of which have an exercise price of $5.00, which were the closing market prices of the Company’s common stock on the respective dates of grant. The warrants expire on February 2, 2019 and September 22, 2019, respectively, and may be exercised on a cashless basis. The aggregate grant date fair value of the warrants, as calculated pursuant to the Black-Scholes option pricing model, was determined to be $70,543, 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, 2017 and 2016 consisted of premium financing agreements with respect to various insurance policies. On March 14, 2017 and April 1, 2017 the Company entered in insurance premium financing agreements of $59,857 and $9,307, respectively, that are in respect to director and officer liability coverage, clinical trial coverage and office and other coverages. As of December 31, 2017 and 2016, the aggregate amounts of such short-term notes were $8,630 and $4,095 respectively. |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Settlement And Payment Agreements | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements On December 9, 2017, the Company accepted offers from certain executive officers, a former executive officer, the independent members of the Board of Directors and two consultants (“Offerees”) pursuant to which such Offerees offered to forgive all, or in one case, a portion of their accrued compensation and compensation related amounts owed to them and vendor accounts payable as of September 30, 2017. Also, on December 9, 2017, the Company granted non-qualified stock options (“NQSOs”) to the Offerees. The NQSOs immediately vested, have a term of 10 years and have an exercise price of $1.45 per share, which was the closing price on the last trading day before the grant date (Friday, December 8, 2017). The NQSOs were valued using the Black-Scholes option pricing model utilizing the following assumptions: (i) stock price $1.45, (ii) exercise price $1.45, (iii) estimated term 5 years (utilizing the simple method to determine estimated when option terms exceed 5 years, which method is to sum the vesting period (in this case 0) and the term (in this case 10 years) and divide by 2), (iv) estimated volatility of 184.92%, (v) risk free rate 1.62% and (vi) dividend yield 0%. The resulting value was $1.396 per NQSO. The table below summarizes the result of the forgiveness and NQSO grant transactions: Dollar amount forgiven Number of NQSOs granted Value of NQSOs granted Gain Executive Officers, former executive officer, independent members of the Board of Directors $ 2,557,083 1,772,056 $ 2,475,561 $ 81,522 Consultants $ 111,635 77,362 $ 108,076 $ 3,559 Total $ 2,668,718 1,849,418 $ 2,583,637 $ 85,081 All of the amounts in the table above have been reflected in the Company’s Consolidated Statement of Operations for the year ended December 31, 2017 as a reduction of general and administrative or research and development expenses, as appropriate. The amounts forgiven reduced accrued compensation and related expenses and, in the case of the consultants, accounts payable and accrued expenses on the Company’s Consolidated Balance Sheet as of December 31, 2017. On September 2, 2016, the Company 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. On June 27, 2016, the Company issued 16,453 of its common stock valued at $96,250 ($5.85 per share), which was the then closing market price of the Company’s common stock, in payment of legal fees to one of its patent law firms. 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, 2017 | |
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, 2017 and 2016, 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, 2017, 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 or Series G 1.5% Convertible Preferred Stock outstanding as of December 31, 2017 and 2016. Series B Preferred Stock outstanding as of December 31, 2017 and 2016 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, 2017 and 2016, 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 April 17, 2016, the remaining 259.7 unconverted shares of Series G 1.5% Convertible Preferred Stock outstanding (including accrued but unpaid dividends) issued in 2014 were automatically and mandatorily converted into 242,173 newly issued shares of common stock at a conversion price of $1.0725 per share and provided no right to receive a cash payment. There were no shares of Series G Preferred Stock outstanding at any time in 2017. There were $1,165 of accrued dividends in respect to the Series G Preferred Stock for the year ended December 31, 2016. Common Stock 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. 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 3. 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 were exercisable until December 31, 2021 and would have been exercisable at 110% of the per unit price, or $1.562 per share of common stock. The warrants had a cashless exercise provision and certain “blocker” provisions limiting the percentage of shares of common stock of the Company that the purchaser would have been able to hold upon exercise. The warrants were 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 investors were not affiliates of the Company. 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 had 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 would 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 had 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 had 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 had been reached, and the Company had more than one subsequent offering, the purchaser could have elected 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 would 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 was 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 had been granted with respect to the common stock, and the common stock underlying the warrants, unless such common stock was eligible to be sold without volume limits under an exemption from registration under any rule or regulation of the SEC that permitted 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 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. 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 as of December 31, 2016. 1 st On March 10, 2017 and March 28, 2017, the Company sold units to investors for aggregate gross proceeds of $350,000, with each unit consisting 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 (the “1 st nd st On July 26, 2017, the Company’s Board approved an offering of securities conducted via private placement (the “2 nd nd nd st nd st nd nd st nd nd st nd nd 2 nd On August 29, 2017, September 27, 2017, September 28, 2017, October 5, 2017, October 25, 2017, November 29, 2017, December 13, 2017, December 21, 2017, December 22, 2017 and December 29, 2017 the Company sold units in the 2 nd st nd nd nd The terms of the 2 nd nd st nd st nd st nd nd Information with respect to the issuance of common stock in connection with the settlement of debt obligations is provided at Note 5. Common Stock Warrants A summary of warrant activity for the year ended December 31, 2017 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2016 540,198 $ 4.84842 3.93 Issued 1,194,500 Reduction through transactions in conjunction with - Unit Exchange Agreements (270,283 ) Warrants outstanding at December 31, 2017 1,464,415 $ 2.68146 4.88 Warrants exercisable at December 31, 2016 540,198 $ 4.84842 3.93 Warrants exercisable at December 31, 2017 1,464,415 $ 2.68146 4.88 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2017: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.0000 916,217 916,217 September 20, 2022 $ 1.2870 41,002 41,002 April 17, 2019 $ 1.5620 130,284 130,284 December 31, 2021 $ 2.7500 8,000 8000 September 20, 2022 $ 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 1,464,415 1,464,415 Based on a fair market value of $1.14 per share on December 31, 2017, the intrinsic value of exercisable in-the-money common stock warrants was $128,270 as of December 31, 2017. 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 Note exchanges (40,940 ) Unit exchanges (108,594 ) 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 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 Based on a fair market value of $2.80 per share on December 31, 2016, the intrinsic value of exercisable in-the-money common stock warrants was $223,328 as of December 31, 2016. Stock Options On March 18, 2014, the stockholders of the Company holding a majority of the votes to be cast on the issue approved the adoption of the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”), which had been previously adopted by the Board of Directors of the Company, subject to stockholder approval. The Plan permits the grant of options and restricted stock with respect to up to 325,025 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (the “2015 Plan”). The 2015 Plan initially provided for, among other things, the issuance of either or any combination of restricted shares of common stock and non-qualified stock options to purchase up to 461,538 shares of the Company’s common stock for periods up to ten years to management, members of the Board of Directors, consultants and advisors. The Company has not and does not intend to present the 2015 Plan to stockholders for approval. On August 18, 2015, the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 769,231 shares of the Company’s common stock. On March 31, 2016, the Board of Directors further increased the number of shares that may be issued under the 2015 Plan to 1,538,461 shares of the Company’s common stock. On January 17, 2017, the Board of Directors further increased the number of shares that may be issued under the 2015 Plan to 3,038,461 shares of the Company’s common stock. On December 9, 2017, the Board of Directors further increased the number of shares that may be issued under the 2015 Plan to 6,985,260 shares of the Company’s common stock. On August 18, 2015, the Company entered into an employment agreement with Dr. James S. Manuso to be its new President and Chief Executive Officer. In connection therewith, and in addition to other provisions, the Board of Directors of the Company awarded Dr. Manuso stock options to purchase a total of 261,789 shares of common stock, of which options for 246,154 shares were granted pursuant to the Company’s 2015 Plan and options for 15,635 shares were granted pursuant to the Company’s 2014 Plan. The stock options vested 50% on August 18, 2015 (at issuance), 25% on February 18, 2016, and 25% on August 18, 2016, and will expire on August 18, 2025. The exercise price of the stock options was established on the grant date at $6.4025 per share, which is equal to the simple average of the most recent four full trading weeks, weekly Volume Weighted Average Prices (“VWAPs”) of the Company’s common stock price immediately preceding the date of grant as reported by the OTC Markets, as compared to the closing market price of the Company’s common stock on August 18, 2015 of $7.0200 per share. The aggregate grant date fair value of these stock options calculated pursuant to the Black-Scholes option-pricing model was $1,786,707. During the years ended December 31, 2017 and 2016, the Company recorded charges to operations of $0 and $569,222, respectively, with respect to these stock options. Additional information with respect to other provisions of the employment agreement is provided at Note 9. On August 18, 2015, the Company also entered into employment agreements with Dr. Arnold S. Lippa, its new Chief Scientific Officer, Robert N. Weingarten, its then Vice President and Chief Financial Officer, and Jeff E. Margolis, its Vice President, Treasurer and Secretary. Mr. Weingarten resigned from the Company in February 2017. In connection therewith, and in addition to other provisions, the Board of Directors of the Company awarded to each of those officers stock options to purchase a total of 30,769 shares of common stock pursuant to the Company’s 2015 Plan. The stock options vested 25% on December 31, 2015, 25% on March 31, 2016, 25% on June 30, 2016, and 25% on September 30, 2016, and will expire on August 18, 2022. The exercise price of the stock options was established on the grant date at $6.4025 per share, which is equal to the simple average of the most recent four full trading weeks, weekly VWAPs of the Company’s common stock price immediately preceding the date of grant as reported by the OTC Markets as compared to the closing market price of the Company’s common stock on August 18, 2015 of $7.0200 per share. The aggregate grant date fair value of these stock options calculated pursuant to the Black-Scholes option-pricing model was $609,000. During the years ended December 31, 2017 and 2016, the Company recorded charges to operations of $0 and $407,493, respectively, with respect to these stock options. Additional information with respect to other provisions of the employment agreement is provided at Note 9. Additionally, on August 18, 2015, the Board of Directors of the Company awarded stock options for 9,231 shares of common stock to each of seven other 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, representing stock options for a total of 64,617 shares of common stock. The stock options vested 25% on December 31, 2015, 25% on March 31, 2016, 25% on June 30, 2016, and 25% on September 30, 2016, and will expire on August 18, 2020 as to stock options for 27,693 shares of common stock and August 18, 2022 as to stock options for 36,924 shares of common stock. The exercise price of the stock options was established on the grant date at $6.4025 per share, which is equal to the simple average of the most recent four full trading weeks, weekly VWAPs of the Company’s common stock price immediately preceding the date of grant as reported by the OTC Markets, as compared to the closing market price of the Company’s common stock on August 18, 2015 of $7.0200 per share. The aggregate grant date fair value of these stock options calculated pursuant to the Black-Scholes option-pricing model was $430,800. During the years ended December 31, 2017 and 2016, the Company recorded charges to operations of $0 and $223,089, respectively, with respect to these stock options. On December 11, 2015, the Company entered into a consulting agreement for investor relations services, which provided for the payment of a fee for such services through the granting of non-qualified stock options to purchase a total of 8,791 shares of common stock pursuant to the Company’s 2015 Plan. The stock options vested in equal installments on the last day of each month during the term of the consulting agreement, ranging from December 11, 2015 through March 31, 2016, and will expire on December 11, 2020. The exercise price of the stock options was established on the grant date at $6.825 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 these stock options calculated pursuant to the Black-Scholes option-pricing model was $58,286. During the years ended December 31, 2017 and 2016, the Company recorded charges to operations of $0 and $50,286, respectively, with respect to these stock options. On March 31, 2016, the Board of Directors of the Company awarded stock options for a total of 523,075 shares of common stock in various quantities to twelve 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 each of March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, and will expire on March 31, 2021. The exercise price of the stock options was established on the grant date at $7.3775 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 $3,774,000. During the years ended December 31, 2017 and 2016, the Company recorded a charge to operations of $0 and $3,469,500 dollars, respectively, with respect to these stock options. On September 12, 2016, the Company entered into an agreement for consulting services, which provided for the payment of a fee through the granting of a non-qualified stock option to purchase a total of 2,608 shares of common stock pursuant to the Company’s 2015 Plan. The stock option was fully vested on the date of grant and will expire on September 12, 2021. The exercise price of the stock option was established on the grant date at $5.7500 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 $14,384, which was charged to operations on the date of grant. On July 26, 2017, the Board of Directors of the Company awarded stock options for a total of 25,000 shares of common stock to one individual who is a member of management pursuant to the Company’s 2015 Plan. The stock options vested 25% upon grant, 25% on September 30, 2017 and 50% on December 31, 2017. T |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 are summarized below. December 31, 2017 2016 Capitalized research and development costs $ 183,000 $ 150,000 Research and development credits 3,017,000 3,239,000 Stock-based compensation 3,268,000 3,430,000 Stock options issued in connection with the payment of debt 199,000 289,000 Net operating loss carryforwards 25,569,000 37,745,000 Accrued compensation 135,000 794,000 Accrued interest due to related party 83,000 94,000 Other, net 10,000 14,000 Total deferred tax assets 32,824,000 45,755,000 Valuation allowance (32,824,000 ) (45,755,000 ) 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, 2017 and 2016, 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, 2017 and 2016 due to the losses incurred during such periods. 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, 2017 and 2016. Years Ended December 31, 2017 2016 U. S. federal statutory tax rate (35.0 )% (35.0 )% Forgiveness of indebtedness (0.9 )% - % Change in valuation allowance (2.4 )% 33.0 % Amortization of warrant discounts - % 1.3 % Fair value of note payable conversion discounts - % 0.7 % Adjustment to deferred tax asset 38.8 % - % Other (0.5 )% - % Effective tax rate 0.0 % 0.0 % As of December 31, 2017, the Company had federal and state tax net operating loss carryforwards of approximately $88,492,000 and $98,854,000, respectively. The state tax net operating loss carryforward consists of $92,084,000 for California purposes and $6,770,000 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 2018 through 2037. The Company also had federal and California research and development tax credit carryforwards that totaled approximately $1,872,000 and $1,146,000, respectively, at December 31, 2017. The federal research and development tax credit carryforwards will expire at various dates from 2018 through 2031. 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, 2017 | |
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, 2017 and 2016. On March 28, 2017, the Company recorded $20,000 of placement agent fees due to Aurora, which amount has been included in accounts payable and accrued expenses at December 31, 2017. On March 31, 2017, the Company issued 8,000 common stock purchase warrants to Aurora Capital LLC as an additional placement agent fee. Such warrants have an exercise price of $2.75 per share and are exercisable until December 31, 2021. 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, 2017 and 2016. 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 be 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. On February 17, 2017 Robert N. Weingarten resigned as a director and as the Company’s Vice President and Chief Financial Officer, but remains a consultant to the Company. Jeff E. Margolis’ employment agreement was amended effective July 1, 2017. The employment agreement amendment called for payment in three installments in cash of the $60,000 bonus granted on June 30, 2015. A minimum of $15,000 was to be payable in cash as follows: (a) $15,000 payable in cash upon the next closing (after July 1, 2017) of any financing in excess of $100,000 (b) $15,000 payable by the end of the following month assuming cumulative closings (beginning with the closing that triggered (a)) in excess of $200,000 and (c) $30,000 payable in cash upon the next closing of any financing in excess of an additional $250,000 . Additional information with respect to these employment agreements entered into on August 18, 2015 is provided at Note 9. On December 9, 2017, the Company accepted offers from Dr. Arnold S. Lippa, Dr. James S. Manuso, Jeff E. Margolis, James E. Sapirstein, Kathryn MacFarlane and Robert N. Weingarten (former Chief Financial Officer) pursuant to which such individuals would forgive accrued compensation and related accrued expenses as of September 30, 2017 in the following amounts: $807,497; $878,360; $560,876; $55,000; $55,000 and $200,350 respectively for a total of $2,557,083. On the same date, the Company granted to the same individuals, or designees of such individuals from the 2015 Plan, non-qualified stock options, exercisable for 10 years with an exercise price of $1.45 per share of common stock, among other terms and features as follows: 559,595; 608,704; 388,687; 38114; 38,114 and 138,842 respectively, for options exercisable into a total of 1,772,055 shares of common stock with a total value of $2,475,561. During the years ended December 31, 2017 and 2016, the Company recorded charges to operations of $0 and $20,464, 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, 2017 | |
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 $47,937. All such amounts have been accrued at December 31, 2017. 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, 2017 and 2016 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, 2017 and 2016, 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 $414,600 for the year ended December 31, 2017, and $421,350 for the year ended December 31, 2016. Such amounts were included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2017 and 2016, respectively, and in general and administrative expenses in the Company’s consolidated statement of operations for the years ended December 31, 2017 and 2016. On December 9, 2017, Dr. Manuso forgave $878,360 of accrued compensation and related expenses which was the amount owed by the Company as of September 30, 2017. Dr. Manuso does not receive any additional compensation for serving as Vice Chairman or a member of 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 $339,600 and $339,800 for the years ended December 31, 2017 and 2016, respectively, which is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2017 and 2016, 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, 2017 and 2016, 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 December 9, 2017, Dr. Lippa forgave $807,497 of accrued compensation and related expenses which was the amount owed by the Company as of September 30, 2017. 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 then Vice President and Chief Financial Officer. Mr. Weingarten resigned from the Company in February 2017. 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 $269,100 for Mr. Margolis and $28,524 from Mr. Weingarten for the year ended December 31, 2017 and $433,200 ($216,600 each) for the year ended December 31, 2016, which is included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2017 and 2016, and in general and administrative expenses in the Company’s consolidated statement of operations. On December 9, 2017, Mr. Margolis forgave $560,876 of accrued compensation and related expenses which was the amount owed by the Company as of September 30, 2017. On December 9, 2017, Mr. Weingarten forgave $200,350 which was 50% of the amount owed by the Company as of September 30, 2017. 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. On February 17, 2017 Robert N. Weingarten resigned as a director and as the Company’s Vice President and Chief Financial Officer. He remains a consultant to the Company. Jeff E. Margolis’ employment agreement was amended effective July 1, 2017. The employment agreement amendment called for payment in three installments in cash of the $60,000 bonus granted on June 30, 2015. A minimum of $15,000 was to be payable in cash as follows: (a) $15,000 payable in cash upon the next closing (after July 1, 2017) of any financing in excess of $100,000 (b) $15,000 payable by the end of the following month assuming cumulative closings (beginning with the closing that triggered (a)) in excess of $200,000 and (c) $30,000 payable in cash upon the next closing of any financing in excess of an additional $250,000 . On December 9, 2017, the Company accepted offers from Dr. Arnold S. Lippa, Dr. James S. Manuso, Jeff E. Margolis, James E. Sapirstein, Kathryn MacFarlane and Robert N. Weingarten (former Chief Financial Officer) pursuant to which such individuals would forgive accrued compensation and related accrued expenses as of September 30, 2017 in the following amounts: $807,497; $878,360; $560,876; $55,000; $55,000 and $200,350 respectively for a total of $2,557,083. On the same date, the Company granted to the same individuals, or designees of such individuals from the 2015 Plan, non-qualified stock options, exercisable for 10 years with an exercise price of $1.45 per share of common stock, among other terms and features as follows: 559,595; 608,704; 388,687; 38114; 38,114 and 138,842 respectively, for options exercisable into a total of 1,772,055 shares of common stock with a total value of $2,475,561. 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, 2017 and 2016. 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 2016 minimum annual royalty of $100,000 was paid as scheduled in December 2016, and the 2017 minimum annual royalty of $100,000 was paid as scheduled in December 2017. 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, 2017 and 2016, the Company recorded a charge to operations of $100,000 and $100,000, respectively, with respect to its 2017 and 2016 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, 2017 and 2016. 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, 2017, the Company had recorded amounts payable in respect to this Research Contract of US$16,207 (CAD$21,222) which amount was paid in US dollars in January 2018. The conversion to US dollars above utilizes an exchange rate of approximately US$0.76 for every CAD$1.00. The University of Alberta received matching funds through a grant from the Canadian Institutes of Health Research in support of this research. The Company retained the rights to research results and any patentable intellectual property generated by the research. Dr. John Greer, faculty member of the Department of Physiology, Perinatal Research Centre and Women & Children’s Health Research Institute at the University of Alberta collaborated 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 the twelve months ended December 31, 2017 and 2016, the Company charged $36,420 and $602,642, respectively, to 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. This agreement was renewed in October 2017. 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, 2017, aggregating $1,340,350. Payments Due By Year Total 2018 2019 2020 2021 2022 Research and development contracts $ - $ - $ - $ - $ - $ - Clinical trial agreements - - - - - - License agreements 500,000 100,000 100,000 100,000 100,000 100,000 Digital media consulting agreement 20,000 20,000 Employment and consulting agreements (1) 820,350 820,350 - - - - Total $ 1,340,350 $ 940,350 $ 100,000 $ 100,000 $ 100,000 $ 100,000 (1) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On April 5, 2018, the Board of Directors approved and the Company granted a non-qualified stock option from the 2015 Plan to a vendor, in satisfaction of $124,025 of amounts owed to that vendor (“Vendor Option”). The Vendor Option is exercisable into 125,000 shares of common stock at $1.12 per share, which was the closing price of the Company’s common stock on April 5, 2018 as reported by OTC Markets, vested upon grant and is exercisable for five years. The Vendor Option had an estimated value on April 5, 2018, based upon the Black-Scholes option valuation method of $1.081 per share of common stock, or $135,125. The assumptions used for the valuation of the Vendor Options included a stock price and exercise price of $1.12, an annual volatility of 186.07%, a risk-free rate equal to the yield on the five-year Treasury Note of 2.64% and a zero expected dividend yield. On April 5, 2018, the Board of Directors approved and the Company granted a non-qualified stock option from the 2015 Plan to Robert N. Weingarten (the “Weingarten Option”), the Company’s most recent former Chief Financial Officer who is also a former member of the Company’s Board of Directors, which grant was in connection with Mr. Weingarten’s agreement to forgive $200,350 of accrued compensation and related costs owed to him. The Weingarten Option is exercisable into 185,388 shares of common stock at $1.12 per share, which was the closing price of the Company’s common stock on April 5, 2018 as reported by OTC Markets, vested upon grant and is exercisable for five years. The Weingarten Option had an estimated value on April 5, 2018, based upon the Black-Scholes option valuation method of $1.081 per share of common stock, or $200,404. The assumptions used for the valuation of the Weingarten Option included a stock price and exercise price of $1.12, an annual volatility of 186.07%, a risk-free rate equal to the yield on the five-year Treasury Note of 2.64% and a zero expected dividend yield. On April 5, 2018, the Company agreed to issue one or more demand promissory notes, in exchange for borrowings up to a maximum principal amount of $100,000 in the aggregate to Arnold S. Lippa and James S. Manuso, the Company’s Executive Chairman and Chief Scientific Officer and the Company’s Vice Chairman and Chief Executive Officer respectively (“New Officer Notes”). The New Officer Notes bear simple interest at 10% per year. Demand for payment shall be available only after June 30, 2018. Until then, the principal amount of the New Officer Notes will mandatorily exchange into the first financing by the Company that results in accounting for the financing as an equity financing (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, but excluding any form of debt or convertible debt or preferred stock redeemable at the discretion of the holder. The principal amount of the New Officer Notes exchanged shall be included in determining if the minimum amount, if any, with respect to such offering is met. Accrued and unpaid interest may be exchanged into such offering, but is not mandatorily exchangeable and shall not be considered in determining if the minimum amount has been met. If no such offering has a first closing prior to June 30, 2018, a demand for payment of the New Officer Notes may be made individually by the holders of such notes. On February 28, 2018, the Company entered into an exchange agreement with a holder of two outstanding 10% Convertible Notes, both of which notes were subject to notices of default and thus were accruing compounded interest at 12% per year commencing on the dates of the notices of default. The total amount of principal and accrued interest that was due and payable was $43,552. The notes were exchanged for 58,071 shares of the Company’s common stock. The effective exchange rate was $0.75 per share of the Company’s common stock. The closing price of the Company’s common stock on February 28, 2018, was $1.90 as reported by the OTC Markets. On February 28, 2018, the Board of Directors authorized the offering of a similar exchange arrangement at the same effective exchange rate of $0.75 per share of the Company’s common stock to all remaining holders of 10% Convertible Notes. As of December 31, 2017, the aggregate amount of principal and accrued interest of the 10% Convertible Notes that have not been exchanged was $331,924. Such notes will continue to accrue interest until exchanged, if exchanged. If such notes are not exchanged, they will continue to accrue interest until either paid or disposed of in some other manner. There can be no assurance that any of the additional holders of the remaining 10% Convertible Notes will exchange their notes. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 of financial instruments 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 The Company presents 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. |
Series G 1.5% Convertible Preferred Stock | Series G 1.5% Convertible Preferred Stock The shares of Series G 1.5% Convertible Preferred Stock (“Series G 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. There were no shares of Series G Preferred Stock outstanding at any time in 2017. There were $1,165 of accrued dividends in respect to the Series G Preferred Stock for the year ended December 31, 2016. All Series G Preferred Stock, including accrued dividends, that had not been earlier converted, was mandatorily converted to the Company’s common stock, par value $0.001 on April 17, 2016. |
Convertible Notes Payable | Convertible Notes Payable Original Issuance of Notes and Warrants The convertible notes sold to investors in 2014 and 2015, which aggregated a total of $579,500, 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 to purchase 50,945 shares of common stock 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. The maturity date of the notes was extended to September 15, 2016 and included the issuance of 27,936 additional warrants to purchase common stock, exercisable at $11.375 per share of common stock. Note Exchange Agreements During April and May 2016, the Company entered into Note Exchange Agreements with certain note holders, including one then 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 $40,993) 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 then 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 then 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 were $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 then 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 warrant 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 then 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 then affiliate exchanged warrants to purchase 88,132 shares of the Company’s common stock that were originally issued to the then 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 were $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 were exercisable through December 31, 2021 at a fixed price $1.562 per share of the Company’s common stock. The warrants contained a cashless exercise provision and certain blocker provisions preventing exercise if the investor would beneficially own more than 4.99% of the Company’s outstanding shares of common stock as a result of such exercise. The warrants were 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. The investors were not affiliates of the Company. Investors received an unlimited number of piggy-back registration rights. The investors also 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 was 1.2 times the amount of the original investment. Under certain circumstances, the ratio might have been 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 that 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 could not, at that time, be classified as permanent equity as there was a potential that the Unit investment amount could be exchanged for debt (convertible or otherwise) or for redeemable preferred stock. Since the exchange right expired 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. 1 st On March 10, 2017 and March 28, 2017, the Company sold units to investors for aggregate gross proceeds of $350,000, with each unit consisting 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 (the “1 st nd st On July 26, 2017, the Company’s Board approved an offering of securities conducted via private placement (the “2 nd nd nd st nd st nd nd st nd nd st nd nd 2 nd On August 29, 2017, September 27, 2017, September 28, 2017, October 5, 2017, October 25, 2017, November 29, 2017, December 13, 2017, December 21, 2017, December 22, 2017 and December 29, 2017 the Company sold units to investors in the 2 nd u o st nd nd nd The terms of the 2 nd nd st nd st nd st nd nd |
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, 2017. |
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, 2017, 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 1.89% to 2.20 % Expected dividend yield 0 % Expected volatility 132.87% to 184.92 % Expected life 4.55 to 5 years For stock options granted with a 10 year life, all of which vested immediately, the simple method of estimating the option life, which is the of the sum of the vesting period and the term of the option divided by 2 was used and resulted in the use of a 5 year estimated life when using the Black-Scholes option-pricing model. 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 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, 2017 and 2016. |
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, 2017, 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, 2017, 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. Payments of grants receivable are based on progress reports provided to the grant provider by the Company. |
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, 2017 and 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, 2017 and 2016. |
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, 2017 and 2016, 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, 2017 2016 Series B convertible preferred stock 11 11 Convertible notes payable 32,941 29,768 Common stock warrants 1,464,415 540,198 Common stock options 3,996,167 1,307,749 Total 5,493,534 1,877,726 |
Reclassifications | Reclassifications Certain comparative figures in 2016 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 August 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2017-12 —Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new standard is intended to improve and simplify accounting rules around hedge accounting. The new standard refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes, for investors and analysts. The new standard takes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim period or fiscal years before the effective date of the standard. In July 2017, the FASB issued Accounting Standards Update No. 2017-11 (ASU 2017-11), Earnings Per Share (Topic 260): Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815). The relevant section for the Company is Tock 815 where it pertains to accounting for certain financial instruments with down round features. Until the issuance of this ASU, financial instruments with down round features required fair value measurement and subsequent changes in fair value were recognized in earnings. As a result of the ASU, financial instruments with down round features are no longer treated as a derivative liability measured at fair value. Instead, when the down round feature is triggered, the effect is treated as a dividend and as a reduction of income available to common shareholders in basic earnings per share. For public entities, the ASU is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted including adoption in an interim period. The adoption of ASU 2017-11 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718).” The amendments in in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: (i) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified, (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and (iii) the classification off the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in this update are effective for annual periods beginning after December 15, 2017 and for interim periods within those annual periods and are not expected to have any impact on the Company’s financial statement presentation or disclosures. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” The amendments in this update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which we are required to apply for annual and interim periods beginning after December 15, 2017. Management’s current analysis is that the new guidelines currently will not substantially impact our revenue recognition. The adoption of the ASU is not expected to have any impact on the Company’s financial statement presentation or disclosure. 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, 2017 | |
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, 2017, 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 1.89% to 2.20 % Expected dividend yield 0 % Expected volatility 132.87% to 184.92 % Expected life 4.55 to 5 years 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 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At December 31, 2017 and 2016, 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, 2017 2016 Series B convertible preferred stock 11 11 Convertible notes payable 32,941 29,768 Common stock warrants 1,464,415 540,198 Common stock options 3,996,167 1,307,749 Total 5,493,534 1,877,726 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Notes consist of the following at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Principal amount of convertible notes payable $ 276,000 $ 276,000 Add accrued interest payable 98,646 62,616 $ 374,646 $ 338,616 |
Summary of Note Payable to Related Party | Note payable to SY Corporation consists of the following at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 267,335 219,362 Foreign currency transaction adjustment (83,282 ) (25,129 ) $ 583,827 $ 594,007 |
Settlement and Payment Agreem23
Settlement and Payment Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Settlement And Payment Agreements | |
Summary of Result of the Forgiveness and NQSO Grant Transactions | The table below summarizes the result of the forgiveness and NQSO grant transactions: Dollar amount forgiven Number of NQSOs granted Value of NQSOs granted Gain Executive Officers, former executive officer, independent members of the Board of Directors $ 2,557,083 1,772,056 $ 2,475,561 $ 81,522 Consultants $ 111,635 77,362 $ 108,076 $ 3,559 Total $ 2,668,718 1,849,418 $ 2,583,637 $ 85,081 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the year ended December 31, 2017 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2016 540,198 $ 4.84842 3.93 Issued 1,194,500 Reduction through transactions in conjunction with - Unit Exchange Agreements (270,283 ) Warrants outstanding at December 31, 2017 1,464,415 $ 2.68146 4.88 Warrants exercisable at December 31, 2016 540,198 $ 4.84842 3.93 Warrants exercisable at December 31, 2017 1,464,415 $ 2.68146 4.88 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 Note exchanges (40,940 ) Unit exchanges (108,594 ) 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 |
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, 2017: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.0000 916,217 916,217 September 20, 2022 $ 1.2870 41,002 41,002 April 17, 2019 $ 1.5620 130,284 130,284 December 31, 2021 $ 2.7500 8,000 8000 September 20, 2022 $ 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 1,464,415 1,464,415 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 |
Schedule of Stock Options Activity | A summary of stock option activity for the year ended December 31, 2017 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2016 1,307,749 $ 7.6515 5.31 Granted 2,688,418 1.8721 8.38 Expired - - - Forfeited - - - Options outstanding at December 31, 2017 3,996,167 $ 3.7634 7.38 Options exercisable at December 31, 2016 1,307,749 $ 7.6515 5.31 Options exercisable at December 31, 2017 3,996,167 $ 3.7634 7.38 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 $ 7.6515 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 |
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, 2017: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 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 3,996,167 3,996,161 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 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 $ 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 $ 16.2500 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 1,307,749 1,307,749 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are summarized below. December 31, 2017 2016 Capitalized research and development costs $ 183,000 $ 150,000 Research and development credits 3,017,000 3,239,000 Stock-based compensation 3,268,000 3,430,000 Stock options issued in connection with the payment of debt 199,000 289,000 Net operating loss carryforwards 25,569,000 37,745,000 Accrued compensation 135,000 794,000 Accrued interest due to related party 83,000 94,000 Other, net 10,000 14,000 Total deferred tax assets 32,824,000 45,755,000 Valuation allowance (32,824,000 ) (45,755,000 ) Net deferred tax assets $ - $ - |
Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate | Years Ended December 31, 2017 2016 U. S. federal statutory tax rate (35.0 )% (35.0 )% Forgiveness of indebtedness (0.9 )% - % Change in valuation allowance (2.4 )% 33.0 % Amortization of warrant discounts - % 1.3 % Fair value of note payable conversion discounts - % 0.7 % Adjustment to deferred tax asset 38.8 % - % Other (0.5 )% - % Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, aggregating $1,340,350. Payments Due By Year Total 2018 2019 2020 2021 2022 Research and development contracts $ - $ - $ - $ - $ - $ - Clinical trial agreements - - - - - - License agreements 500,000 100,000 100,000 100,000 100,000 100,000 Digital media consulting agreement 20,000 20,000 Employment and consulting agreements (1) 820,350 820,350 - - - - Total $ 1,340,350 $ 940,350 $ 100,000 $ 100,000 $ 100,000 $ 100,000 (1) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. |
Organization and Basis of Pre27
Organization and Basis of Presentation (Details Narrative) - USD ($) | Aug. 16, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 65,000,000 | 65,000,000 | |
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 | ||
Aggregate value of Reverse stock split | $ 1,298 |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 10, 2012 | |
Percentage of pier issued and outstanding share acquire | 100.00% | |||
Net losses | $ 4,291,483 | $ 9,229,760 | ||
Negative operating cash flows | 697,009 | 1,328,684 | ||
Stockholders' deficiency | 4,355,384 | $ 5,493,377 | $ 2,862,209 | |
Obstructive Sleep Apnea [Member] | ||||
Approved durg treatments | ||||
Funding value | 5,000,000 | |||
American Academy of Sleep Medicine [Member] | ||||
Annual economic cost | $ 162,000,000,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 29, 2017 | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 13, 2017 | Nov. 29, 2017 | Oct. 25, 2017 | Oct. 05, 2017 | Sep. 28, 2017 | Sep. 27, 2017 | Aug. 29, 2017 | Mar. 28, 2017 | Mar. 10, 2017 | Dec. 30, 2016 | Dec. 29, 2016 | May 04, 2016 | May 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 17, 2016 | Apr. 06, 2016 | Feb. 29, 2016 | Feb. 09, 2016 | Nov. 02, 2015 | Sep. 28, 2015 | Aug. 28, 2015 | Aug. 10, 2012 |
Number of common stock shares exchanged for note during the period | 32,941 | |||||||||||||||||||||||||||
Total stockholders' deficiency | $ (4,355,384) | $ (5,493,377) | $ (2,862,209) | |||||||||||||||||||||||||
Common stock, shares issued | 3,065,261 | 2,149,045 | ||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 18.2000 | |||||||||||||||||||||||||||
Stock options granted term | 5 years 3 months 22 days | 5 years 3 months 22 days | ||||||||||||||||||||||||||
Cumulative change in ownership percentage | 50.00% | |||||||||||||||||||||||||||
Advance on research contracts | $ 48,912 | $ 48,912 | ||||||||||||||||||||||||||
2015 Unit Offering [Member] | ||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 6.83475 | $ 6.83475 | ||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 6.83475 | |||||||||||||||||||||||||||
Gross proceeds | $ 1,194,710 | |||||||||||||||||||||||||||
Common stock closing market price | $ 8.1169 | $ 8.1169 | $ 12.50 | |||||||||||||||||||||||||
2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 217,188 | |||||||||||||||||||||||||||
Common stock warrant for cash | $ 529,394 | |||||||||||||||||||||||||||
Debt conversion price per share | $ 6.8348 | |||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | 6.8348 | |||||||||||||||||||||||||||
Common stock, price per share at closing dates | 5.8500 | |||||||||||||||||||||||||||
1st 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | 7.93 | |||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 7.2085 | $ 9.7403 | $ 3.4416 | |||||||||||||||||||||||||
Gross proceeds | $ 307,985 | |||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | |||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 2.80 | $ 2.85 | $ 1.562 | |||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 1.42 | |||||||||||||||||||||||||||
Gross proceeds | $ 185,000 | $ 185,000 | ||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | |||||||||||||||||||||||||||
Percentage of unit purchase price | 200.00% | |||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | ||||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 4.05 | |||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||
Common stock warrant for cash | $ 27,648 | |||||||||||||||||||||||||||
Cash placement agent fees | $ 20,000 | |||||||||||||||||||||||||||
Number of warrant shares fee | 8,000 | |||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | Investors [Member] | ||||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 0.001 | 0.001 | ||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | 2.75 | 2.75 | ||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 3.80 | $ 4.05 | ||||||||||||||||||||||||||
Gross proceeds | $ 350,000 | $ 350,000 | ||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | 4.99% | ||||||||||||||||||||||||||
Percentage of unit purchase price | 200.00% | 200.00% | ||||||||||||||||||||||||||
Common stock fixed price per share | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||
2nd 2017 Unit Offering [Member] | Investors [Member] | ||||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Fixed exercise price of old and new warrants | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | 1.10 | $ 1.10 | |||||||||||||||||
Common stock, price per share at closing dates | $ 1.14 | $ 1.45 | $ 1.51 | $ 1.45 | $ 1.05 | $ 0.80 | $ 1.50 | $ 1.40 | $ 1.40 | $ 1 | $ 1 | |||||||||||||||||
Gross proceeds | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 15,000,000 | |||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | 4.99% | 4.99% | 4.99% | ||||||||||||||||||||||||
Percentage of unit purchase price | 250.00% | 250.00% | 250.00% | 250.00% | ||||||||||||||||||||||||
Common stock fixed price per share | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||
Estimated useful lives | 3 years | |||||||||||||||||||||||||||
Minimum [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||
Common stock fixed price per share | $ 5.8500 | |||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||
Estimated useful lives | 5 years | |||||||||||||||||||||||||||
Maximum [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||
Common stock fixed price per share | $ 7.7675 | |||||||||||||||||||||||||||
Conversion Price Reduced [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||
Debt conversion price per share | 4.8750 | |||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | 4.8750 | |||||||||||||||||||||||||||
Common stock, price per share at closing dates | $ 7.7675 | |||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 1.50% | |||||||||||||||||||||||||||
Accrued dividends | $ 1,165 | $ 1,165 | ||||||||||||||||||||||||||
Total stockholders' deficiency | $ 258,566 | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.001 | |||||||||||||||||||||||||||
Original Warrants [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 108,594 | |||||||||||||||||||||||||||
Warrants exercised percentage | 50.00% | |||||||||||||||||||||||||||
Warrants outstanding percentage | 50.00% | |||||||||||||||||||||||||||
Common stock fixed price per share | $ 4.8750 | |||||||||||||||||||||||||||
New Warrants [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 40,940 | |||||||||||||||||||||||||||
Common stock warrant for cash | $ 232,846 | |||||||||||||||||||||||||||
Number of common stock shares exchanged for note during the period | 101,508 | |||||||||||||||||||||||||||
Debt conversion price per share | $ 11.3750 | |||||||||||||||||||||||||||
New Warrants [Member] | 2015 unit offering Costs [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 108,594 | |||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 4.8750 | |||||||||||||||||||||||||||
New Warrants [Member] | Conversion Price Reduced [Member] | ||||||||||||||||||||||||||||
Debt conversion price per share | 5.6875 | |||||||||||||||||||||||||||
Warrants [Member] | 2015 Unit Offering [Member] | ||||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 6.83475 | |||||||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||||||
Stock options granted term | 10 years | |||||||||||||||||||||||||||
Stock options vested estimated term | 5 years | |||||||||||||||||||||||||||
Note Exchange Agreements [Member] | ||||||||||||||||||||||||||||
Percentage of convertible notes payable | 50.00% | 10.00% | ||||||||||||||||||||||||||
Convertible notes principal amount | $ 28,498 | $ 303,500 | ||||||||||||||||||||||||||
Convertible debt original principal amount | 579,500 | |||||||||||||||||||||||||||
Accrued and unpaid interest | 3,498 | |||||||||||||||||||||||||||
Common stock warrant for cash | $ 19,200 | $ 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 price per share | $ 11.3750 | $ 11.3750 | ||||||||||||||||||||||||||
Note Exchange Agreements [Member] | Original Warrants [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 2,198 | 26,681 | ||||||||||||||||||||||||||
Note Exchange Agreements [Member] | New Warrants [Member] | ||||||||||||||||||||||||||||
Percentage of convertible notes payable | 50.00% | |||||||||||||||||||||||||||
Convertible notes principal amount | $ 344,483 | |||||||||||||||||||||||||||
Warrant to purchase shares | 1,178 | 14,259 | ||||||||||||||||||||||||||
Common stock exchange average price per share | $ 6.2075 | |||||||||||||||||||||||||||
Total stockholders' deficiency | $ 577,329 | |||||||||||||||||||||||||||
Debt conversion price per share | $ 11.3750 | |||||||||||||||||||||||||||
Common stock, shares issued | 30,284 | |||||||||||||||||||||||||||
Note exchange inducement cost | $ 188,274 | |||||||||||||||||||||||||||
Note Exchange Agreements [Member] | New Warrants [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Shares issued price per share | $ 5.8500 | |||||||||||||||||||||||||||
Note Exchange Agreements [Member] | New Warrants [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Shares issued price per share | $ 7.7675 | |||||||||||||||||||||||||||
Note Exchange Agreements [Member] | Conversion Price Reduced [Member] | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 5.6875 | |||||||||||||||||||||||||||
Note Exchange Agreements [Member] | Original Warrants [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 14,259 | |||||||||||||||||||||||||||
Note Exchange Agreements [Member] | New Warrants [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 26,681 | |||||||||||||||||||||||||||
Unit Exchange Agreements [Member] | New Warrants [Member] | ||||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 | |||||||||||||||||||||||||||
Unit Exchange Agreements [Member] | New Warrants 1 [Member] | ||||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 | |||||||||||||||||||||||||||
Subsequent Financings Aggregate [Member] | December 30, 2017 [Member] | 2nd 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||
Gross proceeds | $ 15,000,000 | |||||||||||||||||||||||||||
Subsequent Financings Aggregate [Member] | December 30, 2017 [Member] | 1st 2017 Unit Offering [Member] | ||||||||||||||||||||||||||||
Gross proceeds | $ 15,000,000 | |||||||||||||||||||||||||||
Two Affiliates [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||
Accrued and unpaid interest | $ 40,993 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Dr. Manuso [Member] | Unit Exchange Agreements [Member] | New Warrants [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 36,578 | |||||||||||||||||||||||||||
Shares issued price per share | $ 7.7675 | |||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 4.8750 | |||||||||||||||||||||||||||
Non-Officer/Director Affiliate [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||
Warrant to purchase shares | 88,132 | 217,188 | ||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 4.8750 | |||||||||||||||||||||||||||
Common stock closing market price | $ 5.8500 | |||||||||||||||||||||||||||
Non-Officer/Director Affiliate [Member] | Unit Exchange Agreements [Member] | New Warrants [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 | |||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 | |||||||||||||||||||||||||||
Percentage of warrants coverage | 50.00% | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investors [Member] | ||||||||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | ||||||||||||||||||||||||||
Convertible into common stock fixed price per share | $ 11.3750 | $ 11.3750 | ||||||||||||||||||||||||||
Proceeds from issuance convertible notes payable | $ 579,500 | $ 579,500 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||
Number of warrants issued during period | 50,945 | |||||||||||||||||||||||||||
Debt instrument due date | Sep. 15, 2015 | |||||||||||||||||||||||||||
Accrued and unpaid interest | $ 40,983 | |||||||||||||||||||||||||||
Warrant to purchase shares | 27,936 | |||||||||||||||||||||||||||
Number of common stock shares exchanged for note during the period | 29,768 | |||||||||||||||||||||||||||
Fixed exercise price of old and new warrants | $ 11.375 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Additional Warrants [Member] | ||||||||||||||||||||||||||||
Number of warrants issued during period | 27,936 | |||||||||||||||||||||||||||
Warrant exercisable price per share | $ 11.3750 |
Summary of Significant Accoun30
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, 2017$ / 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 Accoun31
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, 2017 | Dec. 31, 2016 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.89% | 0.87% |
Expected volatility | 132.87% | 173.87% |
Expected life | 4 years 6 months 18 days | 3 years 10 months 25 days |
Maximum [Member] | ||
Risk-free interest rate | 2.20% | 1.93% |
Expected volatility | 184.92% | 202.51% |
Expected life | 5 years | 5 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 5,493,534 | 1,877,726 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 11 | 11 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 32,941 | 29,768 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,464,415 | 540,198 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,996,167 | 1,307,749 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 22, 2016 | Sep. 15, 2016 | May 04, 2016 | Feb. 02, 2016 | Jan. 29, 2016 | May 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2017 | Mar. 14, 2017 | Sep. 23, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 25, 2013 | Jun. 25, 2012 |
Convertible notes payable aggregate amount | $ 329,261 | $ 91,028 | |||||||||||||
Amortization of debt discount | $ 226,433 | ||||||||||||||
Accrued interest payable | $ 53,261 | $ 25,028 | |||||||||||||
Converted into common stock | 32,941 | ||||||||||||||
Interest expense | $ 102,225 | 586,346 | |||||||||||||
Percentage of convertible notes payable | 12.00% | ||||||||||||||
Number of original warrants issued during period | 13,137 | ||||||||||||||
Stockholder's percentage | 20.00% | ||||||||||||||
Insurance premium | $ 9,307 | $ 59,857 | |||||||||||||
Short term borrowings | 8,630 | 4,095 | |||||||||||||
SY Corporation [Member] | |||||||||||||||
Interest expense | 47,973 | 48,105 | |||||||||||||
Percentage of convertible notes payable | 12.00% | ||||||||||||||
SY Corporation [Member] | Won [Member] | |||||||||||||||
Convertible notes payable aggregate amount | $ 465,000,000 | ||||||||||||||
SY Corporation [Member] | US Dollars [Member] | |||||||||||||||
Convertible notes payable aggregate amount | $ 400,000 | ||||||||||||||
New Warrants [Member] | |||||||||||||||
Amortization of debt discount | 0 | 129,857 | |||||||||||||
Beneficial conversion feature value | 206,689 | ||||||||||||||
Amortization of debt discount related value attributed beneficial conversion feature | $ 0 | 45,186 | |||||||||||||
Number of original warrants issued during period | 24,264 | ||||||||||||||
Note Exchange Agreements [Member] | |||||||||||||||
Percentage of fixed interest percentage | 50.00% | 10.00% | |||||||||||||
Beneficial conversion feature value | 49,688 | ||||||||||||||
Amortization of debt discount related value attributed beneficial conversion feature | $ 66,811 | ||||||||||||||
Convertible debt original principal amount | $ 579,500 | ||||||||||||||
Common stock warrant for cash | $ 19,200 | $ 232,846 | |||||||||||||
Converted into common stock | 8,386 | 101,508 | 60,568 | ||||||||||||
Note Exchange Agreements [Member] | New Warrants [Member] | |||||||||||||||
Percentage of fixed interest percentage | 50.00% | ||||||||||||||
Warrant to purchase shares | 1,178 | 14,259 | |||||||||||||
Note Exchange Agreements [Member] | Original Warrants [Member] | |||||||||||||||
Warrant to purchase shares | 14,259 | ||||||||||||||
Note Exchange Agreements [Member] | April and May 2016 [Member] | |||||||||||||||
Convertible notes payable aggregate amount | $ 344,483 | ||||||||||||||
Proceeds from issuance of private placements | 303,500 | ||||||||||||||
Convertible debt original principal amount | 579,500 | ||||||||||||||
Accrued interest payable | 40,983 | ||||||||||||||
Common stock warrant for cash | $ 232,846 | ||||||||||||||
Converted into common stock | 101,508 | ||||||||||||||
Common shares issuable in private placement | 30,284 | ||||||||||||||
Interest expense | $ 188,274 | ||||||||||||||
Note Exchange Agreements [Member] | April and May 2016 [Member] | New Warrants [Member] | |||||||||||||||
Number of note warrants | 14,259 | ||||||||||||||
Note Exchange Agreements [Member] | April and May 2016 [Member] | Original Warrants [Member] | |||||||||||||||
Number of note warrants | 26,681 | ||||||||||||||
Dr. Lippa [Member] | |||||||||||||||
Interest expense | $ 7,760 | ||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | |||||||||||||
Advances total | $ 52,600 | $ 25,000 | |||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | 15,464 | ||||||||||||||
Dr. Lippa [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||
Warrant to purchase shares | 10,309 | ||||||||||||||
Warrants exercise price per share | $ 5.1025 | ||||||||||||||
Dr. Lippa [Member] | Tranche Two [Member] | |||||||||||||||
Warrant to purchase shares | 5,155 | ||||||||||||||
Warrants exercise price per share | $ 4.85 | ||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||
Warrants exercise price per share | $ 4.85 | ||||||||||||||
Warrants expires date discription | The warrants expires on February 2, 2019 and September 22, 2019. | The warrant expires on January 29, 2019 and September 23, 2019. | |||||||||||||
Black-Scholes option-pricing model | $ 70,577 | ||||||||||||||
Dr. James S. Manuso [Member] | |||||||||||||||
Warrants exercise price per share | $ 6.5000 | ||||||||||||||
Percentage of convertible notes payable | 10.00% | ||||||||||||||
Advances total | $ 52,600 | ||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | 13,092 | 8,092 | |||||||||||||
Black-Scholes option-pricing model | $ 70,543 | ||||||||||||||
Dr. Manuso [Member] | |||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||
Percentage of convertible notes payable | 10.00% | ||||||||||||||
Advances total | $ 25,000 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Warrant to purchase shares | 27,936 | ||||||||||||||
Warrants exercise price per share | $ 11.375 | ||||||||||||||
Converted into common stock | 29,768 | ||||||||||||||
Number of conversion into common shares attributable to accrued interest | 5,505 | ||||||||||||||
Convertible Notes Payable [Member] | Investors [Member] | |||||||||||||||
Convertible notes payable aggregate amount | $ 579,500 | $ 579,500 | |||||||||||||
Percentage of fixed interest percentage | 10.00% | 10.00% | |||||||||||||
Shares issued price per share | $ 11.3750 | $ 11.3750 | |||||||||||||
Warrant to purchase shares | 50,945 | 50,945 | |||||||||||||
Warrants exercisable fixed price per share | $ 11.3750 | $ 11.3750 | |||||||||||||
Notes Payable [Member] | |||||||||||||||
Accrued interest payable | $ 98,646 | $ 62,616 | |||||||||||||
Converted into common stock | 32,941 | ||||||||||||||
Number of conversion into common shares attributable to accrued interest | 8,677 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - Notes Payable [Member] - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Principal amount of convertible notes payable | $ 276,000 | $ 276,000 |
Add accrued interest payable | 98,646 | 62,616 |
Notes payable, gross | $ 374,646 | $ 338,616 |
Notes Payable - Summary of Note
Notes Payable - Summary of Note Payable to Related Party (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total note payable | $ 583,827 | $ 594,007 |
SY Corporation [Member] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 267,335 | 219,362 |
Foreign currency transaction adjustment | (83,282) | (25,129) |
Total note payable | $ 583,827 | $ 594,007 |
Settlement and Payment Agreem36
Settlement and Payment Agreements (Details Narrative) - USD ($) | Dec. 09, 2017 | Sep. 02, 2016 | Jul. 27, 2016 | Dec. 31, 2016 |
Stock option exercise price per share | $ 4.50 | |||
Number of common stock value | $ 2,475,561 | |||
Stock Option [Member] | ||||
Gain on settlements with service providers | $ 1,076 | |||
Number of common stock shares issued | 16,453 | |||
Number of common stock value | $ 96,250 | |||
Shares issued price per share | $ 5.85 | |||
Executive Officers a Former Executive Officer Board of Directors and Two Consultants [Member] | ||||
Stock option period | 10 years | |||
Stock option exercise price per share | $ 1.45 | |||
Fair value of assumption stock price | 1.45 | |||
Fair value assumption of exercise price | $ 1.45 | |||
Fair value assumption of estimated term description | Estimated term 5 years (utilizing the simple method to determine estimated when option terms exceed 5 years, which method is to sum the vesting period (in this case 0) and the term (in this case 10 years) and divide by 2),. | |||
Fair value assumption of estimated volatility | 184.92% | |||
Fair value assumption of risk free rate | 1.62% | |||
Fair value assumption of dividend yield | 0.00% | |||
Fair value per NQSO | $ 1.396 | |||
Issuance of stock options to purchase of common stock | 7,222 | |||
Vested option expiration date | Sep. 2, 2021 | |||
Stock option fair value | $ 31,174 |
Settlement and Payment Agreem37
Settlement and Payment Agreements - Summary of Result of the Forgiveness and NQSO Grant Transactions (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Dollar amount forgiven | $ 2,668,718 |
Number of NQSOs granted | shares | 1,849,418 |
Value of NQSOs granted | $ 2,583,637 |
Gain | 85,081 |
Executive Officers, Former Executive Officer, Independent Members of the Board of Directors [Member] | |
Dollar amount forgiven | $ 2,557,083 |
Number of NQSOs granted | shares | 1,772,056 |
Value of NQSOs granted | $ 2,475,561 |
Gain | 81,522 |
Consultants [Member] | |
Dollar amount forgiven | $ 111,635 |
Number of NQSOs granted | shares | 77,362 |
Value of NQSOs granted | $ 108,076 |
Gain | $ 3,559 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 29, 2017 | Dec. 29, 2017 | Dec. 22, 2017 | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 21, 2017 | Dec. 13, 2017 | Dec. 09, 2017 | Dec. 09, 2017 | Nov. 29, 2017 | Oct. 25, 2017 | Oct. 05, 2017 | Sep. 30, 2017 | Sep. 28, 2017 | Sep. 27, 2017 | Aug. 29, 2017 | Jul. 28, 2017 | Jul. 26, 2017 | Mar. 28, 2017 | Mar. 10, 2017 | Jan. 17, 2017 | Dec. 31, 2016 | Dec. 30, 2016 | Dec. 29, 2016 | Sep. 30, 2016 | Sep. 12, 2016 | Aug. 18, 2016 | Aug. 16, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Feb. 18, 2016 | Jan. 08, 2016 | Jan. 08, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 11, 2015 | Nov. 02, 2015 | Sep. 28, 2015 | Aug. 28, 2015 | Aug. 18, 2015 | Jun. 30, 2015 | Mar. 18, 2014 | Aug. 10, 2012 | Aug. 16, 2016 | Jul. 27, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 17, 2016 | Feb. 02, 2016 |
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amount of common stock split | $ 2,475,561 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 754,500 | $ 494,985 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 18.2000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock warrant intrinsic value of exercisable | $ 128,270 | $ 223,328 | $ 128,270 | $ 223,328 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of market price per share | $ 1.14 | $ 2.80 | $ 1.14 | $ 2.80 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 2,688,418 | 532,907 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued compensation Expense | $ 2,557,083 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per shares | $ 1.14 | $ 2.8000 | $ 1.14 | $ 2.8000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options exercisable shares of common stock | 3,996,161 | 1,772,055 | 1,772,055 | 1,307,749 | 1,307,749 | 519,662 | 519,662 | 1,307,749 | 3,996,161 | 1,307,749 | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 2,557,083 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 179,747 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 3,271,402 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of common stock issued | 41.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 3,065,261 | 2,149,045 | 443,205 | 3,065,261 | 2,149,045 | |||||||||||||||||||||||||||||||||||||||||||||||
Issue additional contingent consideration | 56,351 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 3,065,261 | 2,149,045 | 3,065,261 | 2,149,045 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Warrants, Outstanding, Exercisable | 1,464,415 | 540,198 | 482,288 | 482,288 | 1,464,415 | 540,198 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock reserved for issuance | 8,952,423 | 8,952,423 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion into shares | 32,941 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares unreserved for future issuance | 53,311,660 | 53,311,660 | ||||||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 2,966,420 | $ 3,391,848 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Member [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 1,543,556 | 1,342,126 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2014 Equity Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 325,025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock reserved for issuance | 3,059,812 | 3,059,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2014 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock reserved for issuance | 63,236 | 63,236 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 246,154 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | 2014 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 15,635 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement Services [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 2,608 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Sep. 12, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 5.7500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 14,384 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Pier Merger Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of contingent shares of common stock | 6,497 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2015 Unit Offering [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 255,000 | $ 218,530 | $ 721,180 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 37,309 | 31,973 | 105,517 | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 6,894 | 74,618 | 63,946 | 211,034 | 6,894 | |||||||||||||||||||||||||||||||||||||||||||||||
Private placement representing the acquire number of share | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 1,194,710 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Private placement per unit price | $ 6.8348 | $ 6.8348 | $ 6.8348 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 6.8348 | $ 6.8348 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fee paid | $ 47,118 | $ 47,118 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 6.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||
2015 Unit Offering [Member] | Purchase Agreement [Member] | Second Closing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 2,722 | 2,722 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fee paid | $ 18,603 | $ 18,603 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 8.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||
2015 Unit Offering [Member] | Purchase Agreement [Member] | Third Closing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 25,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 3,731 | 3,731 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of aggregate amount paid for unit sold | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Service cost paid | $ 10,164 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 259.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 242,173 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Effective conversion price per share of common stock | $ 1.0725 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividends | $ 1,165 | 1,165 | $ 1,165 | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 544 | $ 173 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 5.85 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of common stock split | $ 96,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of market price per share | $ 2.1000 | $ 2.8000 | $ 2.1000 | $ 2.8000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Options exercisable shares of common stock | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 period | 9,231 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 0 | $ 223,089 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2014 Equity Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 6,985,260 | 3,038,461 | 1,538,461 | 769,231 | ||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 8,791 | 64,617 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 461,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option period | 10 years | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Dec. 11, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 6.825 | $ 6.4025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 7.0200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 58,286 | $ 430,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 0 | 58,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 50.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 1.45 | $ 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 139,700 | $ 27,225 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 139,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 100,000 | 100,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Closing market price of common stock | $ 1.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | Twelve Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 7.3775 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 3,774,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 0 | 3,469,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 523,075 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | One Individual [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 27,225 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 9,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option vested percentage, description | With respect to one individual, the 9,000 options vested 33 1/3% upon grant, 33 1/3 % on August 31, 2017 and 33 1/3% on September 30, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | Two Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 1.35 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 39,807 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 37,457 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 34,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | Other Individual [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option vested percentage, description | With respect to the other individual, the 25,000 options vested 20% on each of August 31, 2017, September 30, 2017, October 31, 2017, November 30, 2017 and December 31, 2017, thus all options had vested by December 31, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | Six Executive Officers [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 1.45 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 2,475,561 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 2,475,561 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 1,772,055 | 1,772,055 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued compensation Expense | $ 2,557,083 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Plan [Member] | Two Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 1.45 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 108,076 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 108,076 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares awarded | 77,363 | 77,363 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued compensation Expense | $ 112 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | August 18, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 27,693 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | August 18, 2022 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 36,924 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Employment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 30,769 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 6.4025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 7.0200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 609,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | $ 0 | 407,493 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, Per share | $ 6.7899 | $ 6.7899 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 authorized | 70,000,000 | 70,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares designated | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock designated, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock designated, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse Stock Split [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of common stock split | $ 1,298 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 6.5000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued compensation Expense | $ 878,360 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Options exercisable shares of common stock | 608,704 | 608,704 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 878,360 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | Employment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 261,789 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of vesting appointment rate | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 18, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option established on grant data price per share | $ 6.4025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 7.0200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option fair value | $ 1,786,707 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Charge to operations with stock options | 0 | $ 569,222 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | 2015 Unit Offering [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | 2015 Unit Offering [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | 301,180 | |||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 2,500,000 | $ 309,985 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Private placement per unit price | $ 7.2085 | $ 7.2085 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable date | Feb. 28, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 7.9300 | $ 7.9300 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service | 43,003 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of warrants | 86,006 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2016 Unit Offering [Member] | Seven Closing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Received cash fees | $ 3,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2016 Unit Offering [Member] | Investor Relations Services [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 3,517 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 7,034 | 7,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placements | $ 25,350 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | Purchase Agreement [Member] | Additional Units to Additional Investors in Second Closing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | Purchase Agreement [Member] | Final Closing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 185,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 130,284 | 130,284 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 1.562 | $ 1.562 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of closing stock share per price | $ 1.42 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of warrant exercised per unit price | 110.00% | 110.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants description | The warrants were 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants purchase additional shares of common stock | 130,284 | 130,284 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | Subsequent Financings Aggregate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2nd 2016 Unit Offering [Member] | 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% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Paid cash to other professionals for services | $ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 4.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | Aurora Capital LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash placement agent fees | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrant shares fee | 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital warrants | $ 27,648 | |||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable date | Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | 2.75 | $ 2.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 350,000 | $ 350,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of unit purchase price | 200.00% | 200.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 2.75 | $ 2.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 350,000 | $ 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 3.80 | $ 4.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of unit purchase price | 200.00% | 200.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
1st 2017 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 3.80 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2nd 2017 Unit Offering [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable date | Sep. 29, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||||||||||||||
Warrants description | The warrants are also subject to redemption by the Company at $0.001 per share upon ten (10) days written notice if the Companys common stock closes at 250% or more of the unit purchase price for any five (5) consecutive trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ 1 | $ 1.14 | $ 1.14 | $ 1.45 | $ 1.45 | $ 1.51 | $ 1.51 | $ 1.45 | $ 1.05 | $ 0.80 | $ 1.50 | $ 1.40 | $ 1.40 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||
Percentage of unit purchase price | 250.00% | 250.00% | 250.00% | 250.00% | 250.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from sale of units | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | $ 404,500 | ||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Officer And Director [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share granted during period | 22,651 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 19.5000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | 37,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 37,500 | 37,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemed preferred stock price per share | $ 0.6667 | $ 0.6667 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | 3,996,167 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 205,000 | 205,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 1,700 | 1,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Existing Warrants [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration, value | $ 728,859 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issuable upon conversion | 108,594 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 217,187 | 217,187 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercised cashless basis gross | $ 529,394 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 6.7275 | |||||||||||||||||||||||||||||||||||||||||||||||||||
New Warrants [Member] | Unit Exchange Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants issued during period | 108,594 | 108,594 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock at an exercise price | $ 4.8750 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants expiration date | Sep. 30, 2020 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 540,198 | 482,288 |
Number of Warrants, Outstanding, Exercisable, Beginning balance | 540,198 | 482,288 |
Number of Warrants, Issued | 1,194,500 | 244,845 |
Number of Warrants, Reduction through transactions in conjunction with - Unit Exchange Agreements | (270,283) | |
Number of Warrants, Note exchanges | (40,940) | |
Number of Warrants, Unit exchanges | (108,594) | |
Number of Warrants, Expired | (37,401) | |
Number of Warrants, Outstanding, Ending balance | 1,464,415 | 540,198 |
Number of Warrants, Outstanding, Exercisable Ending balance | 1,464,415 | 540,198 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 4.84842 | $ 7.10125 |
Weighted Average Exercise Price, Exercisable Beginning | 4.84842 | 7.10125 |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Outstanding, Ending | 2.68146 | 4.84842 |
Weighted Average Exercise Price, Exercisable, Ending | $ 2.68146 | $ 4.84842 |
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years) | 4 years 10 months 17 days | 3 years 11 months 4 days |
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years) | 4 years 10 months 17 days | 3 years 11 months 4 days |
Stockholders' Deficiency - Sc40
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants, Outstanding (Shares) | 1,464,415 | 540,198 | 482,288 |
Warrants, Exercisable (Shares) | 1,464,415 | 540,198 | 482,288 |
Warrants [Member] | |||
Warrants, Outstanding (Shares) | 1,464,415 | ||
Warrants, Exercisable (Shares) | 1,464,415 | ||
Exercise Price Range One [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 1 | $ 1.2870 | |
Warrants, Outstanding (Shares) | 916,217 | 41,002 | |
Warrants, Exercisable (Shares) | 916,217 | 41,002 | |
Warrants, Expiration Date | Sep. 20, 2022 | Apr. 17, 2019 | |
Exercise Price Range Two [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 1.2870 | $ 1.5620 | |
Warrants, Outstanding (Shares) | 41,002 | 130,284 | |
Warrants, Exercisable (Shares) | 41,002 | 130,284 | |
Warrants, Expiration Date | Apr. 17, 2019 | Dec. 31, 2021 | |
Exercise Price Range Three [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 1.5620 | $ 4.8500 | |
Warrants, Outstanding (Shares) | 130,284 | 5,155 | |
Warrants, Exercisable (Shares) | 130,284 | 5,155 | |
Warrants, Expiration Date | Dec. 31, 2021 | Sep. 23, 2019 | |
Exercise Price Range Four [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 2.7500 | $ 4.8750 | |
Warrants, Outstanding (Shares) | 8,000 | 108,594 | |
Warrants, Exercisable (Shares) | 8,000 | 108,594 | |
Warrants, Expiration Date | Sep. 20, 2022 | Sep. 30, 2020 | |
Exercise Price Range Five [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 4.8500 | $ 5 | |
Warrants, Outstanding (Shares) | 5,155 | 5,000 | |
Warrants, Exercisable (Shares) | 5,155 | 5,000 | |
Warrants, Expiration Date | Sep. 23, 2019 | Sep. 22, 2019 | |
Exercise Price Range Six [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 4.8750 | $ 5.1025 | |
Warrants, Outstanding (Shares) | 108,594 | 10,309 | |
Warrants, Exercisable (Shares) | 108,594 | 10,309 | |
Warrants, Expiration Date | Sep. 30, 2020 | Jan. 29, 2019 | |
Exercise Price Range Seven [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 5 | $ 6.5000 | |
Warrants, Outstanding (Shares) | 5,000 | 8,092 | |
Warrants, Exercisable (Shares) | 5,000 | 8,092 | |
Warrants, Expiration Date | Sep. 22, 2019 | Feb. 4, 2019 | |
Exercise Price Range Eight [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 5.1025 | $ 6.8348 | |
Warrants, Outstanding (Shares) | 10,309 | 145,758 | |
Warrants, Exercisable (Shares) | 10,309 | 145,758 | |
Warrants, Expiration Date | Jan. 29, 2019 | Sep. 30, 2020 | |
Exercise Price Range Nine [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 6.5000 | $ 7.9300 | |
Warrants, Outstanding (Shares) | 8,092 | 86,004 | |
Warrants, Exercisable (Shares) | 8,092 | 86,004 | |
Warrants, Expiration Date | Feb. 4, 2019 | Feb. 28, 2021 | |
Exercise Price Range Ten [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 Eleven [Member] | Warrants [Member] | |||
Warrants, Exercise Price | $ 7.9300 | ||
Warrants, Outstanding (Shares) | 86,004 | ||
Warrants, Exercisable (Shares) | 86,004 | ||
Warrants, Expiration Date | Feb. 28, 2021 | ||
Warrants [Member] | |||
Warrants, Outstanding (Shares) | 540,198 | ||
Warrants, Exercisable (Shares) | 540,198 |
Stockholders' Deficiency - Sc41
Stockholders' Deficiency - Schedule of Stock Options Activity (Details) - $ / shares | Dec. 09, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||
Number of Options, Outstanding, Beginning balance | 1,307,749 | 774,842 | |
Number of Options, Exercisable, Beginning balance | 1,307,749 | 519,662 | |
Number of Options, Granted | 2,688,418 | 532,907 | |
Number of Options, Expired | |||
Number of Options, Forfeited | |||
Number of Options, Outstanding, Ending balance | 3,996,167 | 1,307,749 | |
Number of Options, Exercisable, Ending balance | 1,772,055 | 3,996,161 | 1,307,749 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 7.6515 | $ 7.8325 | |
Weighted Average Exercise Price, Exercisable, Beginning | 7.6515 | 8.5150 | |
Weighted Average Exercise Price, Granted | 1.8721 | 7.3305 | |
Weighted Average Exercise Price, Expired | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Outstanding, Ending | $ 1.45 | 3.7634 | 7.6515 |
Weighted Average Exercise Price, Exercisable, Ending | $ 3.7634 | $ 7.6515 | |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 5 years 3 months 22 days | 5 years 3 months 22 days | |
Weighted Average Remaining Contractual Life (in Years), Granted | 8 years 4 months 17 days | ||
Weighted Average Remaining Contractual Life (in Years), Expired | 0 years | ||
Weighted Average Remaining Contractual Life (in Years), Forfeited | 0 years | ||
Options Exercisable, Weighted Average Remaining Contractual Life (in Years) | 10 years | 7 years 4 months 17 days | 5 years 3 months 22 days |
Stockholders' Deficiency - Sc42
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 09, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | |
Options Outstanding (Shares) | 3,996,167 | 1,307,749 | 1,307,749 | 774,842 | |
Options Exercisable (Shares) | 3,996,161 | 1,307,749 | 1,772,055 | 1,307,749 | 519,662 |
Stock Option One [Member] | |||||
Options Exercise Price | $ 1.3500 | $ 4.5000 | |||
Options Outstanding (Shares) | 34,000 | 7,222 | |||
Options Exercisable (Shares) | 34,000 | 7,222 | |||
Options, Expiration Date | Jul. 28, 2022 | Sep. 2, 2021 | |||
Stock Option Two [Member] | |||||
Options Exercise Price | $ 1.4500 | $ 5.6875 | |||
Options Outstanding (Shares) | 1,849,418 | 89,686 | |||
Options Exercisable (Shares) | 1,849,418 | 89,686 | |||
Options, Expiration Date | Dec. 9, 2027 | Jun. 30, 2020 | |||
Stock Option Three [Member] | |||||
Options Exercise Price | $ 1.4500 | $ 5.7500 | |||
Options Outstanding (Shares) | 100,000 | 2,608 | |||
Options Exercisable (Shares) | 100,000 | 2,608 | |||
Options, Expiration Date | Dec. 9, 2027 | Sep. 12, 2021 | |||
Stock Option Four [Member] | |||||
Options Exercise Price | $ 2 | $ 6.4025 | |||
Options Outstanding (Shares) | 285,000 | 27,692 | |||
Options Exercisable (Shares) | 285,000 | 6,923 | |||
Options, Expiration Date | Jun. 30, 2022 | Aug. 18, 2020 | |||
Stock Option Five [Member] | |||||
Options Exercise Price | $ 2 | $ 6.4025 | |||
Options Outstanding (Shares) | 25,000 | 129,231 | |||
Options Exercisable (Shares) | 25,000 | 32,308 | |||
Options, Expiration Date | Jul. 26, 2022 | Aug. 18, 2022 | |||
Stock Option Six [Member] | |||||
Options Exercise Price | $ 3.9000 | $ 6.4025 | |||
Options Outstanding (Shares) | 395,000 | 261,789 | |||
Options Exercisable (Shares) | 395,000 | 130,894 | |||
Options, Expiration Date | Jan. 17, 2022 | Aug. 18, 2025 | |||
Stock Option Seven [Member] | |||||
Options Exercise Price | $ 4.5000 | $ 6.8250 | |||
Options Outstanding (Shares) | 7,222 | 8,791 | |||
Options Exercisable (Shares) | 7,222 | 2,198 | |||
Options, Expiration Date | Sep. 2, 2021 | Dec. 11, 2020 | |||
Stock Option Eight [Member] | |||||
Options Exercise Price | $ 5.6875 | $ 7.3775 | |||
Options Outstanding (Shares) | 89,686 | 523,077 | |||
Options Exercisable (Shares) | 89,686 | 523,077 | |||
Options, Expiration Date | Jun. 30, 2020 | Mar. 31, 2021 | |||
Stock Option Nine [Member] | |||||
Options Exercise Price | $ 5.7500 | $ 8.12500 | |||
Options Outstanding (Shares) | 2,608 | 169,231 | |||
Options Exercisable (Shares) | 2,608 | 169,231 | |||
Options, Expiration Date | Sep. 12, 2021 | Jun. 30, 2022 | |||
Stock Option Ten [Member] | |||||
Options Exercise Price | $ 6.4025 | $ 13 | |||
Options Outstanding (Shares) | 27,692 | 7,385 | |||
Options Exercisable (Shares) | 27,692 | 7,385 | |||
Options, Expiration Date | Aug. 18, 2020 | Mar. 13, 2019 | |||
Stock Option Eleven [Member] | |||||
Options Exercise Price | $ 6.4025 | $ 13 | |||
Options Outstanding (Shares) | 129,231 | 3,846 | |||
Options Exercisable (Shares) | 129,231 | 3,846 | |||
Options, Expiration Date | Aug. 18, 2022 | Apr. 14, 2019 | |||
Stock Option Twelve[Member] | |||||
Options Exercise Price | $ 6.4025 | $ 13.9750 | |||
Options Outstanding (Shares) | 261,789 | 3,385 | |||
Options Exercisable (Shares) | 261,789 | 3,385 | |||
Options, Expiration Date | Aug. 18, 2025 | Mar. 14, 2024 | |||
Stock Option Thirteen [Member] | |||||
Options Exercise Price | $ 6.8250 | $ 15.4700 | |||
Options Outstanding (Shares) | 8,791 | 7,755 | |||
Options Exercisable (Shares) | 8,791 | 7,755 | |||
Options, Expiration Date | Dec. 11, 2020 | Apr. 8, 2020 | |||
Stock Option Fourteen [Member] | |||||
Options Exercise Price | $ 7.3775 | $ 15.9250 | |||
Options Outstanding (Shares) | 523,077 | 2,462 | |||
Options Exercisable (Shares) | 523,077 | 2,462 | |||
Options, Expiration Date | Mar. 31, 2021 | Feb. 28, 2024 | |||
Stock Option Fifteen [Member] | |||||
Options Exercise Price | $ 8.1250 | $ 16.2500 | |||
Options Outstanding (Shares) | 169,231 | 46,154 | |||
Options Exercisable (Shares) | 169,231 | 46,154 | |||
Options, Expiration Date | Jun. 30, 2022 | Jul. 17, 2019 | |||
Stock Option Sixteen [Member] | |||||
Options Exercise Price | $ 13 | $ 16.6400 | |||
Options Outstanding (Shares) | 7,385 | 1,538 | |||
Options Exercisable (Shares) | 7,385 | 1,538 | |||
Options, Expiration Date | Mar. 13, 2019 | Jan. 29, 2020 | |||
Stock Option Seventeen [Member] | |||||
Options Exercise Price | $ 13 | $ 19.5000 | |||
Options Outstanding (Shares) | 3,846 | 9,487 | |||
Options Exercisable (Shares) | 3,846 | 9,487 | |||
Options, Expiration Date | Apr. 14, 2019 | Jul. 17, 2022 | |||
Stock Option Eighteen [Member] | |||||
Options Exercise Price | $ 13.9750 | $ 19.500 | |||
Options Outstanding (Shares) | 3,385 | 6,410 | |||
Options Exercisable (Shares) | 3,385 | 6,410 | |||
Options, Expiration Date | Mar. 14, 2024 | Aug. 10, 2022 | |||
Stock Option Nineteen [Member] | |||||
Options Exercise Price | $ 15.4700 | ||||
Options Outstanding (Shares) | 7,755 | ||||
Options Exercisable (Shares) | 7,755 | ||||
Options, Expiration Date | Apr. 8, 2020 | ||||
Stock Option Twenty [Member] | |||||
Options Exercise Price | $ 15.9250 | ||||
Options Outstanding (Shares) | 2,462 | ||||
Options Exercisable (Shares) | 2,462 | ||||
Options, Expiration Date | Feb. 28, 2024 | ||||
Stock Option Twenty One [Member] | |||||
Options Exercise Price | $ 16.0500 | ||||
Options Outstanding (Shares) | 46,154 | ||||
Options Exercisable (Shares) | 46,154 | ||||
Options, Expiration Date | Jul. 17, 2019 | ||||
Stock Option Twenty Two [Member] | |||||
Options Exercise Price | $ 16.6400 | ||||
Options Outstanding (Shares) | 1,538 | ||||
Options Exercisable (Shares) | 1,538 | ||||
Options, Expiration Date | Jan. 29, 2020 | ||||
Stock Option Twenty Three [Member] | |||||
Options Exercise Price | $ 19.5000 | ||||
Options Outstanding (Shares) | 9,487 | ||||
Options Exercisable (Shares) | 9,487 | ||||
Options, Expiration Date | Jul. 17, 2022 | ||||
Stock Option Twenty Four [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) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
California [Member] | |
Operating loss carryforwards | $ 92,084,000 |
Deferred tax assets, tax credit carryforwards, research and development | 1,146,000 |
New Jersey [Member] | |
Operating loss carryforwards | 6,770,000 |
Federal Tax [Member] | |
Operating loss carryforwards | $ 88,492,000 |
Net operating loss carryforwards expiration term | from 2018 through 2037 |
Deferred tax assets, tax credit carryforwards, research and development | $ 1,872,000 |
Research and development tax credit carryforwards expiration term | from 2018 through 2031 |
State Tax [Member] | |
Operating loss carryforwards | $ 98,854,000 |
Net operating loss carryforwards expiration term | from 2018 through 2037 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development costs | $ 183,000 | $ 150,000 |
Research and development credits | 3,017,000 | 3,239,000 |
Stock-based compensation | 3,268,000 | 3,430,000 |
Stock options issued in connection with the payment of debt | 199,000 | 289,000 |
Net operating loss carryforwards | 25,569,000 | 37,745,000 |
Accrued compensation | 135,000 | 794,000 |
Accrued interest due to related party | 83,000 | 94,000 |
Other, net | 10,000 | 14,000 |
Total deferred tax assets | 32,824,000 | 45,755,000 |
Valuation allowance | (32,824,000) | (45,755,000) |
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, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (35.00%) | (35.00%) |
Forgiveness of indebtedness | (0.90%) | 0.00% |
Change in valuation allowance | (2.40%) | 33.00% |
Amortization of warrant discounts | 0.00% | 1.30% |
Fair value of note payable conversion discounts | 0.00% | 0.70% |
Adjustment to deferred tax asset | 38.80% | 0.00% |
Other | (0.50%) | 0.00% |
Effective tax rate | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 09, 2017 | Mar. 31, 2017 | Mar. 28, 2017 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 23, 2016 | Jun. 30, 2016 | Feb. 02, 2016 | Dec. 31, 2015 | Mar. 31, 2013 |
Accrued compensation | $ 2,557,083 | |||||||||||
Stock option exercisable term | 10 years | 7 years 4 months 17 days | 5 years 3 months 22 days | |||||||||
Stock option exercise price per share | $ 1.45 | $ 3.7634 | $ 7.6515 | $ 7.8325 | ||||||||
Options exercisable shares of common stock | 1,772,055 | 3,996,161 | 1,307,749 | 1,307,749 | 519,662 | |||||||
Number of common stock shares issued | $ 2,475,561 | |||||||||||
Employment Agreements [Member] | Tranche One [Member] | ||||||||||||
Cash bonuses | $ 15,000 | |||||||||||
Employment Agreements [Member] | Tranche Two [Member] | ||||||||||||
Cash bonuses | 15,000 | |||||||||||
Employment Agreements [Member] | Tranche Three [Member] | ||||||||||||
Cash bonuses | 30,000 | |||||||||||
Excess of financing cost | 200,000 | |||||||||||
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 | |||||||||||
Accrued compensation | $ 560,876 | |||||||||||
Options exercisable shares of common stock | 388,687 | |||||||||||
Robert N Weingarten [Member] | ||||||||||||
Cash bonuses | 60,000 | |||||||||||
Cash compensation | 10,000 | |||||||||||
Accrued compensation | $ 200,350 | |||||||||||
Options exercisable shares of common stock | 138,842 | |||||||||||
James E. Sapirstein [Member] | ||||||||||||
Cash bonuses | 10,000 | |||||||||||
Cash compensation | 5,000 | |||||||||||
Accrued compensation | $ 55,000 | |||||||||||
Options exercisable shares of common stock | 38,114 | |||||||||||
Kathryn MacFarlane [Member] | ||||||||||||
Cash bonuses | 10,000 | |||||||||||
Cash compensation | 5,000 | |||||||||||
Accrued compensation | $ 55,000 | |||||||||||
Options exercisable shares of common stock | 38,114 | |||||||||||
Kathryn MacFarlane [Member] | Employment Agreements [Member] | ||||||||||||
Cash bonuses | 60,000 | |||||||||||
Excess of financing cost | 100,000 | |||||||||||
Kathryn MacFarlane [Member] | Employment Agreements [Member] | Additional [Member] | ||||||||||||
Excess of financing cost | 250,000 | |||||||||||
Kathryn MacFarlane [Member] | Employment Agreements [Member] | Minimum [Member] | ||||||||||||
Cash bonuses | $ 15,000 | |||||||||||
Dr. Arnold S.Lippa [Member] | ||||||||||||
Warrant exercise price per share | $ 4.85 | |||||||||||
Accrued compensation | $ 807,497 | |||||||||||
Options exercisable shares of common stock | 559,595 | |||||||||||
Dr. James S. Manuso [Member] | ||||||||||||
Warrant exercise price per share | $ 6.5000 | |||||||||||
Accrued compensation | $ 878,360 | |||||||||||
Options exercisable shares of common stock | 608,704 | |||||||||||
Aurora Capital LLC [Member] | ||||||||||||
Reimbursement for legal fees accrued | $ 85,000 | |||||||||||
Cash placement agent fees | $ 20,000 | |||||||||||
Common stock purchase warrants, shares | 8,000 | |||||||||||
Warrant exercise price per share | $ 2.75 | |||||||||||
Warrant exercisable date | Dec. 31, 2021 | |||||||||||
Dr. Arnold S.Lippa [Member] | ||||||||||||
Cash bonuses | 75,000 | |||||||||||
Cash compensation | $ 12,500 | |||||||||||
Consulting services | $ 0 | $ 20,464 |
Commitments and Contingencies47
Commitments and Contingencies (Details Narrative) | Dec. 09, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Jan. 18, 2017USD ($) | Oct. 26, 2016USD ($) | Jul. 28, 2016USD ($) | Jul. 21, 2016USD ($) | Jan. 12, 2016USD ($) | Jan. 12, 2016CAD ($) | Oct. 30, 2015USD ($) | Aug. 28, 2015USD ($) | Aug. 18, 2015USD ($)shares | Aug. 18, 2015USD ($)shares | Aug. 18, 2015USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jan. 27, 2015USD ($) | Nov. 11, 2014USD ($) | Oct. 15, 2014USD ($) | Jun. 27, 2014USD ($) | Mar. 31, 2011USD ($) | Mar. 31, 2010USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2017CAD ($)shares | Jun. 30, 2016shares | Aug. 10, 2012 |
Arbitrator awarded amount | $ 146,082 | ||||||||||||||||||||||||||
Attorneys' fees and costs | $ 47,937 | ||||||||||||||||||||||||||
Unpaid investment banking services | $ 225,000 | ||||||||||||||||||||||||||
Cash compensation expense | $ 2,557,083 | ||||||||||||||||||||||||||
Stock options to purchase | shares | 3,996,167 | 1,307,749 | 774,842 | 3,996,167 | 1,307,749 | ||||||||||||||||||||||
Equity method investment, ownership percentage | 100.00% | ||||||||||||||||||||||||||
Stock option exercisable term | 10 years | 7 years 4 months 17 days | 5 years 3 months 22 days | ||||||||||||||||||||||||
Stock option exercise price per share | $ / shares | $ 1.45 | $ 3.7634 | $ 7.6515 | $ 7.8325 | |||||||||||||||||||||||
Options exercisable shares of common stock | shares | 1,772,055 | 3,996,161 | 1,307,749 | 519,662 | 3,996,161 | 1,307,749 | |||||||||||||||||||||
Number of common stock shares issued | $ 2,475,561 | ||||||||||||||||||||||||||
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 | 1,731,565 | $ 3,176,207 | |||||||||||||||||||||||||
Principal cash obligations and commitments | 1,340,350 | ||||||||||||||||||||||||||
Mr. Manuso [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 375,000 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Dr. Manuso [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 878,360 | ||||||||||||||||||||||||||
Purchase of newly issued securities amount | $ 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 | ||||||||||||||||||||||||||
Cash bonuses | $ 75,000 | ||||||||||||||||||||||||||
President And Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Cash compensation expense | 94,758 | 94,758 | |||||||||||||||||||||||||
Dr. Lippa [Member] | |||||||||||||||||||||||||||
Cash compensation expense | 807,497 | ||||||||||||||||||||||||||
Mr Margolis And Mr Weingarten [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 151,612 | $ 195,000 | |||||||||||||||||||||||||
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 | 560,876 | $ 75,806 | 269,100 | 433,200 | |||||||||||||||||||||||
Mr Weingarten [Member] | |||||||||||||||||||||||||||
Cash compensation expense | 200,350 | 28,524 | 216,600 | ||||||||||||||||||||||||
Equity method investment, ownership percentage | 50.00% | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Cash compensation expense | 150,000 | 150,000 | |||||||||||||||||||||||||
Employment and Consulting Agreements [Member] | |||||||||||||||||||||||||||
Cash compensation expense | 414,600 | 421,350 | |||||||||||||||||||||||||
Employment Agreements [Member] | Tranche One [Member] | |||||||||||||||||||||||||||
Cash bonuses | $ 15,000 | ||||||||||||||||||||||||||
Employment Agreements [Member] | Tranche Two [Member] | |||||||||||||||||||||||||||
Cash bonuses | 15,000 | ||||||||||||||||||||||||||
Employment Agreements [Member] | Tranche Three [Member] | |||||||||||||||||||||||||||
Cash bonuses | 30,000 | ||||||||||||||||||||||||||
Excess of financing cost | 200,000 | ||||||||||||||||||||||||||
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 | 100,000 | 100,000 | |||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Closing Of First Patient Product Phase Two Human Clinical Study [Member] | |||||||||||||||||||||||||||
Payment for sale of product | 75,000 | ||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Closing Of First Patient Product Phase Three Human Clinical Trial [Member] | |||||||||||||||||||||||||||
Payment for sale of product | 350,000 | ||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | |||||||||||||||||||||||||||
Payment for sale of product | 500,000 | ||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Twelve Months After First Commercial Sale Of Product Member [Member] | |||||||||||||||||||||||||||
Payment for sale of product | 1,000,000 | ||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Research and Development Expenses [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 | $ 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 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Accounts payable | 16,207 | ||||||||||||||||||||||||||
Foreign conversion exchange rate | 0.76 | 0.76 | |||||||||||||||||||||||||
Research and development expenses | 36,420 | 602,642 | |||||||||||||||||||||||||
Neuroscience and Mental Health Institute at University of Alberta [Member] | CAD [Member] | |||||||||||||||||||||||||||
Research grants award amount | $ 146,000 | ||||||||||||||||||||||||||
Additional cost budgeted under research grant | 85,000 | ||||||||||||||||||||||||||
Funding cash installments | 21,000 | ||||||||||||||||||||||||||
Payments to patent costs | 20,000 | ||||||||||||||||||||||||||
Underwrite additional budgeted costs | $ 20,000 | ||||||||||||||||||||||||||
Accounts payable | $ 21,222 | ||||||||||||||||||||||||||
Foreign conversion exchange rate | 1 | 1 | |||||||||||||||||||||||||
Duke University Clinical Trial Agreement [Member] | |||||||||||||||||||||||||||
Post-clinical trial costs | $ 120,059 | ||||||||||||||||||||||||||
Amount payable | $ 678,327 | ||||||||||||||||||||||||||
Budgeted cost | $ 35,958 | ||||||||||||||||||||||||||
Former Director [Member] | |||||||||||||||||||||||||||
Unpaid consulting compensation | $ 24,000 | ||||||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 807,497 | 339,600 | 339,800 | ||||||||||||||||||||||||
Options exercisable shares of common stock | shares | 559,595 | ||||||||||||||||||||||||||
Kathryn MacFarlane [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 55,000 | ||||||||||||||||||||||||||
Cash bonuses | 10,000 | ||||||||||||||||||||||||||
Options exercisable shares of common stock | shares | 38,114 | ||||||||||||||||||||||||||
Kathryn MacFarlane [Member] | Employment Agreements [Member] | |||||||||||||||||||||||||||
Cash bonuses | 60,000 | ||||||||||||||||||||||||||
Excess of financing cost | 100,000 | ||||||||||||||||||||||||||
Kathryn MacFarlane [Member] | Employment Agreements [Member] | Additional [Member] | |||||||||||||||||||||||||||
Excess of financing cost | 250,000 | ||||||||||||||||||||||||||
Kathryn MacFarlane [Member] | Employment Agreements [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Cash bonuses | $ 15,000 | ||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 878,360 | ||||||||||||||||||||||||||
Options exercisable shares of common stock | shares | 608,704 | ||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | Employment Agreements [Member] | |||||||||||||||||||||||||||
Charge to operations with stock options | $ 0 | $ 569,222 | |||||||||||||||||||||||||
Jeff E. Margolis [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 560,876 | ||||||||||||||||||||||||||
Cash bonuses | 60,000 | ||||||||||||||||||||||||||
Options exercisable shares of common stock | shares | 388,687 | ||||||||||||||||||||||||||
James E. Sapirstein [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 55,000 | ||||||||||||||||||||||||||
Cash bonuses | 10,000 | ||||||||||||||||||||||||||
Options exercisable shares of common stock | shares | 38,114 | ||||||||||||||||||||||||||
Robert N Weingarten [Member] | |||||||||||||||||||||||||||
Cash compensation expense | $ 200,350 | ||||||||||||||||||||||||||
Cash bonuses | $ 60,000 | ||||||||||||||||||||||||||
Options exercisable shares of common stock | shares | 138,842 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Principal Cash Obligations and Commitments (Details) | Dec. 31, 2017USD ($) | |
2,018 | $ 940,350 | |
2,019 | 100,000 | |
2,020 | 100,000 | |
2,021 | 100,000 | |
2,022 | 100,000 | |
Total | 1,340,350 | |
Research and Development Contracts [Member] | ||
2,018 | ||
2,019 | ||
2,020 | ||
2,021 | ||
2,022 | ||
Total | ||
Clinical Trial Agreements [Member] | ||
2,018 | ||
2,019 | ||
2,020 | ||
2,021 | ||
2,022 | ||
Total | ||
License Agreements [Member] | ||
2,018 | 100,000 | |
2,019 | 100,000 | |
2,020 | 100,000 | |
2,021 | 100,000 | |
2,022 | 100,000 | |
Total | 500,000 | |
Digital Media Consulting Agreement [Member] | ||
2,018 | 20,000 | |
Total | 20,000 | |
Employment and Consulting Agreements [Member] | ||
2,018 | 820,350 | [1] |
2,019 | [1] | |
2,020 | [1] | |
2,021 | [1] | |
2,022 | [1] | |
Total | $ 820,350 | [1] |
[1] | The payment of such amounts has been deferred indefinitely, as described above at "Employment Agreements". |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 05, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 09, 2017 | Sep. 15, 2016 | Sep. 02, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Aug. 10, 2012 |
Number of stock option exercisable | 3,996,161 | 1,307,749 | 1,772,055 | 1,307,749 | 519,662 | |||||
Common stock closing price, per share | $ 18.2000 | |||||||||
Fair value assumptions, exercise price | $ 4.50 | |||||||||
Fair value assumptions, expected dividend yield | 0.00% | 0.00% | ||||||||
Debt instrument principal amount | $ 91,028 | $ 329,261 | ||||||||
Maximum [Member] | ||||||||||
Fair value assumptions, expected volatility rate | 184.92% | 202.51% | ||||||||
Fair value assumptions, risk free interest rate | 2.20% | 1.93% | ||||||||
Fair value assumptions, expected term | 5 years | 5 years | ||||||||
Subsequent Event [Member] | New Officer Notes [Member] | ||||||||||
Debt instrument interest rate | 10.00% | |||||||||
Subsequent Event [Member] | New Officer Notes [Member] | Maximum [Member] | ||||||||||
Debt instrument principal amount | $ 100,000 | |||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | ||||||||||
Common stock closing price, per share | $ 1.90 | |||||||||
Debt instrument principal amount | $ 43,552 | |||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||
Debt instrument default interest rate per year | 12.00% | |||||||||
Number of exchanged for common stock shares | 58,071 | |||||||||
Common stock exchange rate per share | $ 0.75 | |||||||||
Convertible notes payable | $ 331,924 | |||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Board of Directors [Member] | ||||||||||
Debt instrument interest rate | 10.00% | |||||||||
Common stock exchange rate per share | $ 0.75 | |||||||||
Subsequent Event [Member] | 2015 Plan [Member] | Vendor [Member] | ||||||||||
Equity method investment, aggregate cost | $ 124,025 | |||||||||
Number of stock option exercisable | 125,000 | |||||||||
Common stock closing price, per share | $ 1.12 | |||||||||
Stock option vested upon grant and is exercisable term | 5 years | |||||||||
Fair value assumptions of common stock price per share | $ 1.081 | |||||||||
Stock option valuation method of common stock amount | $ 135,125 | |||||||||
Fair value assumptions, exercise price | $ 1.12 | |||||||||
Fair value assumptions, expected volatility rate | 186.07% | |||||||||
Fair value assumptions, expected dividend yield | 0.00% | |||||||||
Subsequent Event [Member] | 2015 Plan [Member] | Vendor [Member] | Treasury Note [Member] | ||||||||||
Fair value assumptions, risk free interest rate | 2.64% | |||||||||
Fair value assumptions, expected term | 5 years | |||||||||
Subsequent Event [Member] | 2015 Plan [Member] | Robert N Weingarten [Member] | ||||||||||
Equity method investment, aggregate cost | $ 200,350 | |||||||||
Number of stock option exercisable | 185,388 | |||||||||
Common stock closing price, per share | $ 1.12 | |||||||||
Stock option vested upon grant and is exercisable term | 5 years | |||||||||
Fair value assumptions of common stock price per share | $ 1.081 | |||||||||
Stock option valuation method of common stock amount | $ 200,404 | |||||||||
Fair value assumptions, exercise price | $ 1.12 | |||||||||
Fair value assumptions, expected volatility rate | 186.07% | |||||||||
Fair value assumptions, expected dividend yield | 0.00% | |||||||||
Subsequent Event [Member] | 2015 Plan [Member] | Robert N Weingarten [Member] | Treasury Note [Member] | ||||||||||
Fair value assumptions, risk free interest rate | 2.64% | |||||||||
Fair value assumptions, expected term | 5 years |