Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | RespireRx Pharmaceuticals Inc. | |
Entity Central Index Key | 849,636 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 3,588,433 | |
Trading Symbol | RSPI | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 80,686 | $ 84,902 |
Advance payment on research contract | 48,912 | 48,912 |
Prepaid expenses, including current portion of long-term prepaid insurance of $14,945 at September 30, 2018 and December 31, 2017 | 67,137 | 42,897 |
Total current assets | 196,735 | 176,711 |
Long-term prepaid insurance, net of current portion of $14,945 at September 30, 2018 and December 31, 2017 | 6,850 | 18,059 |
Total assets | 203,585 | 194,770 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $364,837 and $228,939 payable to related parties at September 30, 2018 and December 31, 2017, respectively | 3,254,290 | 2,922,013 |
Accrued compensation and related expenses | 1,115,800 | 479,300 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $57,647 and $98,646 at September 30, 2018 and December 31, 2017, respectively (Note 4) | 182,647 | 374,646 |
Note payable to SY Corporation, including accrued interest of $303,216 and $267,335 at September 30, 2018 and December 31, 2017, respectively (payment obligation currently in default Note 4) | 728,290 | 583,827 |
Notes payable to officers, including accrued interest of $45,808 and $26,538 as of September 30, 2018 and December 31, 2017, respectively (Note 4) | 251,009 | 181,738 |
Other short-term notes payable | 30,703 | 8,630 |
Total current liabilities | 5,562,739 | 4,550,154 |
Commitments and contingencies (Note 8) | ||
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: 11 common shares issuable upon conversion at 0.00030 common shares per Series B share | 21,703 | 21,703 |
Common stock, $0.001 par value; shares authorized: 65,000,000; shares issued and outstanding: 3,588,433 and 3,065,261 at September 30, 2018 and December 31, 2017, respectively (Note 2) | 3,588 | 3,065 |
Additional paid-in capital | 158,335,634 | 157,422,110 |
Accumulated deficit | (163,720,079) | (161,802,262) |
Total stockholders' deficiency | (5,359,154) | (4,355,384) |
Total liabilities and stockholders' deficiency | $ 203,585 | $ 194,770 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Long term prepaid insurance current portion | $ 14,945 | $ 14,945 |
Long-term prepaid insurance net of current portion | 14,945 | 14,945 |
Accounts payable and accrued expenses to related party | $ 364,837 | $ 228,939 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 3,588,433 | 3,065,261 |
Common stock, shares outstanding | 3,588,433 | 3,065,261 |
Officers [Member] | ||
Accrued interest | $ 45,808 | $ 26,538 |
SY Corporation [Member] | ||
Accrued interest | 303,216 | 267,335 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 57,647 | $ 98,646 |
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 | 11 | 11 |
Preferred stock, shares outstanding | 11 | 11 |
Preferred stock shares issuable upon conversion, per share | $ 0.00030 | $ 0.00030 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses: | ||||
General and administrative, including $204,383 and $232,401 to related parties for the three months ended September 30, 2018 and 2017, respectively, and $614,465 and $1,671,765 to related parties for the nine months ended September 30, 2018 and 2017, respectively | $ 330,560 | $ 404,642 | $ 1,118,335 | $ 2,415,718 |
Research and development, including $122,400 and $133,983 to related parties for the three months ended September 30, 2018 and 2017, respectively, and $367,613 and $702,718 to related parties for the nine months ended September 30, 2018 and 2017, respectively | 173,036 | 188,506 | 478,262 | 1,147,633 |
Total operating expenses | 503,596 | 593,148 | 1,596,597 | 3,563,351 |
Loss from operations | (503,596) | (593,148) | (1,596,597) | (3,563,351) |
Loss on extinguishment of debt and other liabilities in exchange for equity | (116,407) | |||
Interest expense, including $11,714 and $3,992 to related parties for the three months ended September 30, 2018 and 2017, respectively, and $29,937 and $11,688 to related parties for the nine months ended September 30, 2018 and 2017, respectively | (35,161) | (26,354) | (96,231) | (77,674) |
Foreign currency transaction gain (loss) | 2,983 | 960 | (108,582) | (30,728) |
Net loss | (535,774) | (618,542) | (1,917,817) | (3,671,753) |
Net loss attributable to common stockholders | $ (535,774) | $ (618,542) | $ (1,917,817) | $ (3,671,753) |
Net loss per common share - basic and diluted | $ (0.16) | $ (0.27) | $ (0.59) | $ (1.62) |
Weighted average common shares outstanding - basic and diluted | 3,398,940 | 2,333,257 | 3,228,528 | 2,261,160 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
General and administrative expense to related parties | $ 204,383 | $ 232,401 | $ 614,465 | $ 1,671,765 |
Research and development expenses to related parties | 122,400 | 133,983 | 367,613 | 702,718 |
Interest expense to related parties | $ 11,714 | $ 3,992 | $ 29,937 | $ 11,688 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Series B Convertible Preferred Stock [Member] | |||
Balance beginning | $ 21,703 | ||
Balance beginning, shares | 37,500 | ||
Fair value of common stock options issued to consultants | |||
Fair value of common stock options issued to consultants, shares | |||
Common stock issued related to extinguishment of convertible notes | |||
Common stock issued related to extinguishment of convertible notes, shares | |||
Sale of common stock units in private placement, net of escrow fees of $5,000 | |||
Sale of common stock units in private placement, net of escrow fees of $5,000, shares | |||
Issuance of common stock units in exchange for note payable to officer | |||
Issuance of common stock units in exchange for note payable to officer, shares | |||
Net loss | |||
Balance ending | $ 21,703 | $ 21,703 | $ 21,703 |
Balance ending, shares | 37,500 | 37,500 | 37,500 |
Common Stock [Member] | |||
Balance beginning | $ 3,065 | ||
Balance beginning, shares | 3,065,261 | ||
Fair value of common stock options issued to consultants | |||
Fair value of common stock options issued to consultants, shares | |||
Common stock issued related to extinguishment of convertible notes | $ 284 | ||
Common stock issued related to extinguishment of convertible notes, shares | 284,358 | ||
Sale of common stock units in private placement, net of escrow fees of $5,000 | $ 191 | ||
Sale of common stock units in private placement, net of escrow fees of $5,000, shares | 191,194 | ||
Issuance of common stock units in exchange for note payable to officer | $ 47,620 | ||
Issuance of common stock units in exchange for note payable to officer, shares | 48 | ||
Net loss | |||
Balance ending | $ 3,588 | $ 3,588 | $ 3,065 |
Balance ending, shares | 3,588,433 | 3,588,433 | 3,065,261 |
Additional Paid-in Capital [Member] | |||
Balance beginning | $ 157,422,110 | ||
Fair value of common stock options issued to consultants | 349,777 | ||
Common stock issued related to extinguishment of convertible notes | 318,236 | ||
Sale of common stock units in private placement, net of escrow fees of $5,000 | 195,559 | ||
Issuance of common stock units in exchange for note payable to officer | 195,559 | ||
Net loss | |||
Balance ending | $ 158,335,634 | 158,335,634 | $ 157,422,110 |
Accumulated Deficit [Member] | |||
Balance beginning | (161,802) | ||
Fair value of common stock options issued to consultants | |||
Common stock issued related to extinguishment of convertible notes | |||
Sale of common stock units in private placement, net of escrow fees of $5,000 | |||
Issuance of common stock units in exchange for note payable to officer | |||
Net loss | (1,917,817) | ||
Balance ending | (163,720,079) | (163,720,079) | (161,802) |
Balance beginning | (4,355,384) | ||
Fair value of common stock options issued to consultants | 349,777 | ||
Common stock issued related to extinguishment of convertible notes | 318,520 | ||
Sale of common stock units in private placement, net of escrow fees of $5,000 | 195,750 | ||
Issuance of common stock units in exchange for note payable to officer | 195,750 | ||
Net loss | (535,774) | (1,917,817) | (4,291,483) |
Balance ending | $ (5,359,154) | $ (5,359,154) | $ (4,355,384) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholders' Deficiency (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Private Placement [Member] | |
Escrow fees | $ 5,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,917,817) | $ (3,671,753) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 4,860 | |
Stock-based compensation expense included in - General and administrative expenses | 14,248 | 1,150,925 |
Stock-based compensation expense included in - Research and development expenses | 606,901 | |
Foreign currency transaction loss | 108,582 | 30,728 |
Loss on extinguishment of debt | 116,407 | |
Loss on extinguishment of other liabilities | 11,154 | |
(Increase) decrease in - | ||
Prepaid expenses | (13,030) | 5,599 |
Increase (decrease) in - | ||
Accounts payable and accrued expenses | 456,302 | 463,510 |
Accrued compensation and related expenses | 836,849 | 812,874 |
Notes payable and accrued interest | 198,493 | 75,540 |
Short-term note payable | 24,999 | |
Net cash used in operating activities | (199,966) | (495,817) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock units | 200,750 | 476,000 |
Placement agent and other offering fees | (5,000) | (20,000) |
Net cash provided by financing activities | 195,750 | 456,000 |
Cash and cash equivalents: | ||
Net (decrease) increase | (4,216) | (39,817) |
Balance at beginning of period | 84,902 | 92,040 |
Balance at end of period | 80,686 | 52,223 |
Supplemental disclosures of cash flow information: | ||
Interest | 2,802 | 2,133 |
Non-cash financing activities: | ||
10% convertible notes payable, including accrued interest of $62,267, exchanged for common stock | 213,266 | |
Accounts payable and accrued expenses extinguished with common stock options | 335,529 | |
Officer note payable, exchanged for common stock units | 50,000 | |
Accrual of fees payable to placement agent in connection with the sale of 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 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Sep. 30, 2018USD ($) |
Percentage of convertible debt | 8.93% |
Convertible Notes Payable [Member] | |
Percentage of convertible debt | 10.00% |
Accrued interest payable | $ 62,267 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
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. While developing potential applications for respiratory disorders, RespireRx has retained and expanded its ampakine intellectual property and data with respect to neurological and psychiatric disorders and is considering developing certain potential products in this platform, pending additional financing and/or strategic relationships. In August 2012, RespireRx acquired Pier Pharmaceuticals, Inc. (“Pier”), which is now its wholly-owned subsidiary. Basis of Presentation The condensed consolidated financial statements are of RespireRx and its wholly-owned subsidiary, Pier (collectively referred to herein as the “Company” or “we” or “our” unless the context indicates otherwise). The condensed consolidated financial statements of the Company at September 30, 2018 and for the three and nine month periods ended September 30, 2018 and 2017, are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the condensed consolidated financial position of the Company as of September 30, 2018, the results of its condensed consolidated operations for the three and nine month periods ended September 30, 2018 and 2017, and its condensed consolidated cash flows for the nine months ended September 30, 2018 and 2017. Condensed consolidated operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at December 31, 2017 has been derived from the Company’s audited consolidated financial statements at such date. The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC. |
Business
Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 2. Business The mission of the Company is to develop innovative and revolutionary treatments to combat diseases caused by disruption of neuronal signaling. We are developing treatment options that address conditions that affect millions of people, but for which there are few or poor treatment options, including obstructive sleep apnea (“OSA”), attention deficit hyperactivity disorder (“ADHD”) and recovery from spinal cord injury (“SCI”), as well as certain neurological orphan diseases such as Fragile X Syndrome. RespireRx is developing a pipeline of new drug products based on our broad patent portfolios for two drug platforms: cannabinoids, including dronabinol (“∆9-THC”), and the ampakines, proprietary compounds that positively modulate AMPA-type glutamate receptors to promote neuronal function. RespireRx is developing a number of potential products. From the cannabinoid platform, two Phase 2 clinical trials have been completed demonstrating the ability of dronabinol to significantly reduce the symptoms of OSA, which management believes is potentially a multi-billion-dollar market. Subject to raising sufficient financing, we believe that we have put most of the necessary pieces into place to rapidly initiate a Phase 3 clinical trial program. By way of definition, when a new drug is allowed by the United States Food and Drug Administration (“FDA”) to be tested in humans, Phase 1 clinical trials are conducted in healthy people to determine safety and pharmacokinetics. If successful, Phase 2 clinical trials are conducted in patients to determine safety and preliminary efficacy. Phase 3 trials, large scale studies to determine efficacy and safety, are the final step prior to seeking FDA approval to market a drug. From our ampakine platform, our lead clinical compounds, CX717 and CX1739, have successfully completed multiple Phase 1 safety trials. Both compounds have also completed Phase 2 efficacy trials demonstrating target engagement, by antagonizing the ability of opioids to induce respiratory depression. CX717 has completed a Phase 2 trial demonstrating the ability to significantly reduce the symptoms of adult ADHD. In an early Phase 2 study, CX1739 improved breathing in patients with central sleep apnea. Preclinical studies have highlighted the potential ability of these ampakines to improve motor function in animals with spinal injury. Subject to raising sufficient financing (of which no assurance can be provided), we believe that we will be able to rapidly initiate a human Phase 2 study with CX1739 and/or CX717 in patients with spinal cord injury and a human Phase 2B study in patients with ADHD with either CX717 or CX1739. RespireRx is considering an internal restructuring plan that contemplates spinning out the cannabinoid platform into what would initially be a wholly-owned subsidiary that the Company currently intends would ultimately have its own management team and board of directors. This spin-out company would be tasked with raising financing in order to develop and commercialize the dronabinol platform for the treatment of OSA. As previously disclosed on June 19, 2018, James S. Manuso, Ph.D., the Company’s former President and Chief Executive Officer, resigned as an officer and as Vice Chairman and a member of the Company’s Board of Directors, effective as of the end of the term of his employment agreement, September 30, 2018. On October 12, 2018, Arnold S. Lippa, Ph.D. was named Interim President and Interim Chief Executive Officer. Dr. Lippa continues to serve as the Company’s Chief Scientific Officer and Chairman of the Board of Directors. Going Concern The Company’s condensed 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 $1,917,817 for the nine months ended September 30, 2018 and $4,291,483 for the fiscal year ended December 31, 2017, and negative operating cash flows of $199,966 for the nine months ended September 30, 2018 and $697,009 for the fiscal year ended December 31, 2017. The Company also had a stockholders’ deficiency of $5,359,154 at September 30, 2018 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2017, 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 extremely 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 taken steps to continue to raise new debt and equity capital to fund the Company’s business activities from both related and unrelated parties. The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities. The Company is evaluating certain changes to its operations and structure to facilitate raising capital from sources that may be interested in financing only discrete aspects of the Company’s development programs. Such changes could include a significant reorganization, which may include the formation of one or more subsidiaries into which one or more programs may be contributed. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its operations entirely and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed 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 amounts of financial instruments (consisting of cash, cash equivalents, advances on research grants and accounts payable and accrued expenses) are 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. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective fair values of such instruments due to the short-term nature of those instruments and their terms. 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 debt liability in its condensed consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. Convertible Notes Payable Original Issuance of Notes and Warrants Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued at fair value in connection with and at the time of such financing. 2018 Notes Exchange In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged for equity to the fair value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. Extinguishment of Debt The Company accounts for the extinguishment of debt in accordance with GAAP by comparing the carrying value of the debt to the fair value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. 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. All equipment was fully depreciated as of September 30, 2018. Long-Term Prepaid Insurance Long-term prepaid insurance represents the premium paid in March 2017 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 condensed 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 September 30, 2018. Stock-Based Compensation The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and other vendors 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, consultants and other vendors 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, outside consultants and other vendors 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. There were no stock options requiring an assessment of value during the nine months ended September 30, 2018. For stock options requiring an assessment of value during the nine months ended September 30, 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 1.83% to 1.92 % Expected dividend yield 0 % Expected volatility 132.87 % Expected life 4.833 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 condensed 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 nine months ended September 30, 2018. and 2017. There were no warrants issued as compensation or for services during the nine months ended September 30, 2018 requiring such assessment. During the nine months ended September 30, 2017, the Company issued warrants to purchase 8,000 shares of the Company’s common stock at an exercise price of $2.75 per share and expiring on December 31, 2021 to Aurora Capital LLC, an affiliate of the Company, for placement agent services. The warrants were valued at $27,648 and were accounted for in Additional paid-in capital as of March 31, 2017, the date of issuance, and remain valued at that amount as of September 30, 2017 and December 31, 2017. 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 September 30, 2018, 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 September 30, 2018, 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 condensed consolidated statements of operations. 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), 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 September 30, 2018, an asset balance of $48,912 remained from the advance payment. 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 condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed 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 condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred. 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 September 30, 2018 and 2017, 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. September 30, 2018 2017 Series B convertible preferred stock 11 11 Convertible notes payable 16,061 32,239 Common stock warrants 1,703,229 985,915 Common stock options 4,323,317 2,046,749 Total 6,042,618 3,064,914 Reclassifications Certain comparative figures in 2017 have been reclassified to conform to the current quarter’s presentation. These reclassifications were immaterial, both individually and in the aggregate. Recent Accounting Pronouncements Management does not believe that any 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. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
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 those that remain outstanding 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. All such warrants have either been exchanged as part of April and May 2016 note and warrant exchange agreements or expired on September 15, 2016. The maturity date of the convertible 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, which expired on September 15, 2016. The convertible notes (including those for which default notices have been received) consist of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Principal amount of notes payable $ 125,000 $ 276,000 Add accrued interest payable 57,647 98,646 $ 182,647 $ 374,646 Between October 3, 2016 and October 25, 2016, the Company received several notices of default from holders of convertible notes. The effect of such notices of default was to increase the annual interest rate from 10% to 12% with respect to the convertible notes to which such notices applied. On February 28, 2018, two of such convertible notes were exchanged for common stock of the Company and were extinguished. The Company measured the fair value of the shares of common stock issued to the holder in respect to the extinguishment of the two convertible notes as compared to the aggregate of principal and interest on such notes and recorded a loss of $66,782 which is the amount of the excess fair value paid as compared to the aggregate principal and interest extinguished. The total amount of principal and accrued interest that was due and payable was $43,552. The convertible 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 (some of which convertible notes are the subject of notices of default and therefore accruing annual interest at 12%). On May 31, 2018, the Company entered into exchange agreements with four holders of convertible notes who agreed to exchange their convertible notes for the Company’s common stock at an exchange rate of $0.75 per share. The note holders, in the aggregate, agreed to exchange $169,715 of principal and accrued interest for 226,287 shares of the Company’s common stock. The closing price of the Company’s common stock on May 31, 2018 was $0.92 per share. As a result of the exchange, $169,715 of convertible notes, inclusive of accrued interest, were cancelled and $208,185 market value of common stock was issued, resulting in a loss on extinguishment of debt of $38,470. As of September 30, 2018, principal and accrued interest on the remaining outstanding convertible note subject to a default notice totaled $37,817, of which $12,817 was accrued interest. As of December 31, 2017, principal and accrued interest on convertible notes subject to default notices totaled $91,028 of which $25,028 was accrued interest. As of September 30, 2018, the remaining total outstanding convertible notes, inclusive of accrued interest, were convertible into 16,061 shares of the Company’s common stock, including 5,071 shares attributable to accrued interest of $57,647 payable as of such date. As of December 31, 2017, the outstanding convertible 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. Such convertible notes will continue to accrue interest until exchanged, paid or otherwise discharged. There can be no assurance that any of the additional holders of the remaining 10% Convertible Notes will exchange their notes. 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. Management 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 has in the past made several efforts towards a comprehensive resolution of the aforementioned matters involving SY Corporation. During the nine months ended September 30, 2018, there were no further communications between the Company and 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 CX717, 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 September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 303,216 267,335 Foreign currency transaction adjustment 25,300 (83,282 ) $ 728,290 $ 583,827 Interest expense with respect to this promissory note was $12,092 and $12,092 for each of the three months ended September 30, 2018 and 2017, respectively. Interest expense with respect to this promissory note was $35,881 and $35,881 for nine months ended September 30, 2018 and 2017, respectively. Advances and Notes Payable to Officers On January 29, 2016, Dr. Arnold S. Lippa, the Company’s Interim President, Interim Chief Executive Officer, 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. Additionally, on April 9, 2018, Dr. Lippa advanced another $50,000 to the Company as discussed in more detail below. During the three and nine months ended September 30, 2018, $3,319 and $8,963 was charged to interest expense with respect to these notes, respectively. In connection with the loans, 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 warrants expire on January 29, 2019 and September 23, 2019 respectively and may be exercised on a cashless basis. On February 2, 2016, Dr. James S. Manuso, the Company’s then 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. Additionally, on April 9, 2018, Dr. Manuso advanced another $50,000 to the Company as discussed in more detail below. During the three and nine months ended September 30, 2018, $3,964 and $9,206 was charged to interest expense with respect to these notes, respectively. In connection with the loans, 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 $6.50 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. On April 9, 2018, Dr. Arnold S. Lippa, the Company’s Interim President, Interim Chief Executive Officer, Chief Scientific Officer and Chairman of the Board of Directors and Dr. James S. Manuso, the Company’s then Chief Executive Officer and Vice Chairman of the Board of Directors, advanced $50,000 each, for a total of $100,000, to the Company for working capital purposes. Each note is payable on demand after June 30, 2018. Each note was subject to a mandatory exchange provision that provided that the principal amount of the note would be mandatorily exchanged into a board approved offering of the Company’s securities, if such offering held its first closing on or before June 30, 2018 and the amount of proceeds from such first closing was at least $150,000, not including the principal amounts of the notes that would be exchanged, or $250,000 including the principal amounts of such notes. Upon such exchange, the notes would be deemed repaid and terminated. Any accrued but unpaid interest outstanding at the time of such exchange will be (i) repaid to the note holder or (ii) invested in the offering, at the note holder’s election. A first closing did not occur on or before June 30, 2018. Dr. Arnold S. Lippa agreed to exchange his note into the board approved offering that had its initial closing on September 12, 2018. Accrued interest on Dr. Lippa’s note did not exchange. As of September 30, 2018, Dr. James S. Manuso had not exchanged his note. Other Short-Term Notes Payable Other short-term notes payable at September 30, 2018 and December 31, 2017 consisted of premium financing agreements with respect to various insurance policies. At September 30, 2018, a premium financing agreement was payable in the initial amount of $63,750, with interest at 8.930% per annum, in ten monthly installments of $6,639, and another premium financing arrangement was payable in the initial amount of $9,322 payable in equal quarterly installments. At September 30, 2018, the aggregate amount of the short-term notes payable was $30,703. |
Settlement and Payments
Settlement and Payments | 9 Months Ended |
Sep. 30, 2018 | |
Settlement And Payments | |
Settlement and Payments | 5. Settlement and Payments On April 5, 2018, the Company issued 185,388 common stock purchase options to Robert N. Weingarten, the Company’s former Chief Financial Officer and 125,000 common stock purchase options to Pharmaland Executive Consulting Services LLC (“Pharmaland”) exercisable until April 5, 2023 at $1.12 per share of common stock which was the closing price of the common stock as quoted on the OTC QB on that date. All of these common stock purchase options vested immediately. Each of the common stock purchase options were valued on the issuance date based upon a Black-Scholes valuation method at $1.081. The assumptions used for the Black Scholes calculation were a volatility of 186.07%, a risk-free rate of 2.64%, a zero-dividend yield and a five-year period to option maturity. Mr. Weingarten simultaneously with the issuance of the common stock purchase options, agreed to forgive $200,350 of accrued compensation owed to him. The value of the options granted to Mr. Weingarten was $200,404. The resulting loss on extinguishment of the accrued liability was $54. The common stock purchase options issued to Pharmaland was in partial payment of accounts payable owed. The common stock purchase options issued to Pharmaland had a value of $135,125 and the accounts payable paid was $124,025. The loss on extinguishment of this accounts payable was $11,100. The Company continues to explore ways to reduce its indebtedness, and might in the future enter additional settlements of potential claims or payments with respect to outstanding debts. As of September 30, 2018 and December 31, 2017, total stockholders’ deficiency was $5,359,154 and $4,355,384, respectively. |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficiency | 6. Stockholders’ Deficiency Company has 70,000,000 authorized shares of stock, 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. Preferred Stock The Company has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2018 and December 31, 2017, 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 September 30, 2018 and 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, Series A Junior Participating Preferred Stock, or Series G 1.5% Convertible Preferred Stock outstanding as of September 30, 2018 and December 31, 2017. Series B Preferred Stock outstanding as of September 30, 2018 and December 31, 2017 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 September 30, 2018 and December 31, 2017, the shares of Series B Preferred Stock outstanding were 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 of Series B Preferred Stock, an amount equal to its liquidation preference, at any time upon 30 days prior notice. Common Stock There are 3,588,433 shares of the Company’s Common Stock outstanding as of September 30, 2018. After reserving for conversions of convertible debt as well as common stock purchase options and warrants exercises, there are 52,566,553 shares of the Company’s Common Stock available for future issuances. 2018 Unit Offering On September 12, 2018, the Company consummated an initial closing on an offering (“2018 Unit Offering”) of Units comprised of one share of the Company’s common stock and one common stock purchase warrant. The 2018 Unit Offering may be up to $1.5 million and has a final closing date of October 15, 2018. The initial closing was for $250,750 of which $200,750 was the gross cash proceeds. The additional $50,000 was represented by the conversion or exchange into the 2018 Unit Offering of the principal amount of the Arnold S. Lippa, Demand Promissory Note described below. Units were sold for $1.05 per unit and the warrants issued in connection with the units are exercisable through April 30, 2023 at a fixed price of 150% of the unit purchase price. The warrants contain 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 are also subject to redemption by the Company at $0.001 per share upon ten (10) days written notice if the Company’s common stock closes at $3.00 or more for any five (5) consecutive trading days. In total, 238,814 shares of the Company’s common stock and 238,814 common stock purchase warrants were purchased. Other than Arnold S. Lippa, the investors in the offering were not affiliates of the Company. Investors also received an unlimited number of piggy-back registration rights in respect to the shares of common stock and the shares of common stock underlying the common stock purchase warrants, unless such common stock is eligible to be sold with volume limits under an exemption from registration under any rule or regulation of the SEC that permits the holder to sell securities of the Company to the public without registration and without volume limits (assuming the holder is not an affiliate). The shares of common stock and common stock purchase warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the shares of common stock issued as part of the units, the common stock purchase warrants, the Common Stock issuable upon exercise of the common stock purchase warrants or any warrants issued to a qualified referral source (of which there were none in the initial closing) 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. Prior to the initial closing of the 2018 Unit Offering, the Company issued to Arnold S. Lippa, Ph.D, the Company’s Interim President, Interim Chief Executive Officer, Executive Chairman and Chief Scientific Officer and James S. Manuso, Ph.D., the Company’s then Vice Chairman and then Chief Executive Officer, respectively, $100,000 aggregate principal amount ($50,000 each) of demand promissory notes bearing interest at 10% (the “Demand Promissory Notes”). The Demand Promissory Note issued to Dr. Lippa, exclusive of any interest accrued, was exchanged into the 2018 Unit Offering simultaneously with its initial closing. The principal amount of, but not the interest on, the Demand Promissory Note was taken into consideration when determining if the Company had achieved the minimum amount necessary to effect the initial closing of the 2018 Unit Offering. The Demand Promissory Note issued to Dr. Manuso was not exchanged or converted in connection with the closing of the 2018 Unit Offering. In addition, as set forth in the Purchase Agreements, each Purchaser has an unlimited number of exchange rights, which are options and not obligations, to exchange such Purchaser’s entire investment as defined (but not less than the entire investment) into one or more subsequent equity financings (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, and excluding any form of debt or convertible debt or preferred stock redeemable at the discretion of the holder (each such financing a “Subsequent Equity Financing”). These exchange rights are effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings that aggregate at least $15 million of gross proceeds, or (ii) December 30, 2018. For clarity, a Purchaser’s entire investment is the entire amount invested (“Investment Amount”) (for purposes of the multiple described below) and all of the Common Stock and Warrants purchased (for purposes of the exchange) pursuant to the Purchase Agreement of such Purchaser, however, if the Warrants have been exercised in part or in whole on a cashless basis, then the Investment Amount (for purposes of the multiple described below) will be the Investment Amount (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to the Purchase Agreement of such Purchaser plus any shares of Common Stock issued pursuant to a cashless exercise and any Warrants remaining after such cashless exercise (for purposes of the exchange), or, if the Warrants have been exercised for cash, then the entire investment will be the Investment Amount plus the amount of cash paid upon cash exercise (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to the Purchase Agreement of such Purchaser plus any shares of Common Stock issued pursuant to the cash exercise and any Warrants remaining after such cash exercise (for purposes of the exchange). 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 st st nd st 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 Common Stock Warrants A summary of warrant activity for the nine months ended September 30, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2017 1,464,415 $ 2.68146 3.73 Issued 238,814 1.57500 4.58 Warrants outstanding at September 30, 2018 1,703,229 $ 2.52632 4.08 Warrants exercisable at December 31, 2017 1,464,415 $ 2,68146 3.73 Warrants exercisable at September 30, 2018 1,703,229 $ 2.52632 4.08 The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2018: 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 $ 1.5750 238,814 238,814 April 30, 2023 $ 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 1,703,229 1,703,229 Based on a fair market value of $0.7101 per share on September 30, 2018, there were no exercisable in-the money common stock warrants as of September 30, 2018. A summary of warrant activity for the nine months ended September 30, 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 Issued 445,717 1.36478 Warrants outstanding at September 30, 2017 985,915 $ 3.27352 4.7567 Warrants exercisable at December 31, 2016 540,198 $ 4.84842 Warrants exercisable at September 30, 2017 985,915 $ 3.27352 4.7567 The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2017: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.2870 41,002 41,002 April 17, 2019 $ 1.5620 0 0 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 86,005 86,005 February 28, 2021 $ 2.7500 108,000 108,000 December 31, 2021 $ 1.1000 468,000 468,000 September 29, 2022 985,915 985,915 Based on a fair market value of $1.40 per share on September 30, 2017, the intrinsic value of exercisable in-the-money common stock warrants was $144,633 as of September 30, 2017. 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. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation is provided at Note 3. A summary of stock option activity for the nine months ended September 30, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2017 3,996,167 $ 3.7634 6.30 Granted 327,150 1.1267 4.50 Options outstanding at September 30, 2018 4,323,317 $ 3.5855 6.17 Options exercisable at December 31, 2017 3,996,167 $ 3.7634 6.30 Options exercisable at September 30, 2018 4,323,317 $ 3.5855 6.17 The exercise prices of common stock options outstanding and exercisable were as follows at September 30, 2018: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 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 4,323,317 4,323,317 Based on a fair market value of $0.7101 per share on September 30, 2018, there were no exercisable in-the-money common stock options as of September 30, 2018. A summary of stock option activity for the nine months ended September 30, 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 Granted 739,000 Options outstanding at September 30, 2017 2,046,749 $ 6.0125 4.54 Options exercisable at December 31, 2016 1,307,749 $ 7.6515 Options exercisable at September 30, 2017 2,019,249 $ 6.0125 4.54 The exercise prices of common stock options outstanding and exercisable were as follows at September 30, 2017: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 1.3500 34,000 19,000 July 28, 2022 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 12,500 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 2,046,749 2,019,249 Based on a fair market value of $1.40 per share on September 30, 2017, exercisable in-the-money common stock options had an intrinsic value of $950. For the nine months ended September 30, 2018 and 2017, stock-based compensation costs included in the condensed consolidated statements of operations consisted of general and administrative expenses of $14,248 and $1,150,925, respectively, and research and development expenses of $0 and $606,901, respectively. Pier Contingent Stock Consideration In connection with the merger transaction with Pier effective August 10, 2012, RespireRx issued 179,747 newly issued shares of its common stock with an aggregate fair value of $3,271,402 ($18.2000 per share), based upon the closing price of RespireRx’s common stock on August 10, 2012. The shares of common stock were distributed to stockholders, convertible note holders, warrant holders, option holders, and certain employees and vendors of Pier in satisfaction of their interests and claims. The common stock issued by RespireRx represented approximately 41% of the 443,205 common shares outstanding immediately following the closing of the transaction. Pursuant to the terms of the transaction, RespireRx agreed to issue additional contingent consideration, consisting of up to 56,351 shares of common stock, to Pier’s former security holders and certain other creditors and service providers (the “Pier Stock Recipients”) that received RespireRx’s common stock as part of the Pier transaction if certain of RespireRx’s stock options and warrants outstanding immediately prior to the closing of the merger were subsequently exercised. In the event that such contingent shares were issued, the ownership percentage of the Pier Stock Recipients, following their receipt of such additional shares, could not exceed their ownership percentage as of the initial transaction date. The stock options and warrants outstanding at June 30, 2012 were all out-of-the-money on August 10, 2012. During late July and early August 2012, shortly before completion of the merger, the Company issued options to officers and directors at that time to purchase a total of 22,651 shares of common stock exercisable for ten years at $19.5000 per share. By October 1, 2012, these options, as well as the options and warrants outstanding at June 30, 2012, were also out-of-the-money and continued to be out-of-the-money through September 30, 2018. There were no stock options or warrants exercised subsequent to August 10, 2012 that triggered additional contingent consideration, and the only remaining stock options outstanding that could still trigger the additional contingent consideration remained out-of-the-money through September 30, 2018. As of September 30, 2018, due to the expirations and forfeitures of RespireRx stock options and warrants occurring since August 10, 2012, 6,497 contingent shares of common stock remained potentially issuable under the Pier merger agreement. The Company concluded that the issuance of any of the contingent shares to the Pier Stock Recipients was remote, as a result of the large spread between the exercise prices of these stock options and warrants as compared to the common stock trading range, the subsequent expiration or forfeiture of most of the options and warrants, the Company’s distressed financial condition and capital requirements, and that these stock options and warrants have remained significantly out-of-the-money through September 30, 2018. Accordingly, the Company considered the fair value of the contingent consideration to be immaterial and therefore did not ascribe any value to such contingent consideration. If any such shares are ultimately issued to the former Pier stockholders, the Company will recognize the fair value of such shares as a charge to operations at that time. Reserved and Unreserved Shares of Common Stock On January 17, 2017, the Board of Directors of the Company approved the adoption of an amendment of the Amended and Restated RespireRx Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). That amendment increases the shares issuable under the plan by 1,500,000, from 1,538,461 to 3,038,461. On December 9, 2017, the Board of Directors further amended the 2015 Plan to increase the number of shares that may be issued under the 2015 Plan to 6,985,260 shares of the Company’s common stock. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by these amendments. At September 30, 2018, the Company had 65,000,000 shares of common stock authorized and 3,588,433 shares of common stock issued and outstanding. Furthermore, as of September 30, 2018, the Company had reserved an aggregate of 11 shares for issuance upon conversion of the Series B Preferred Stock; 1,703,229 shares for issuance upon exercise of warrants; 4,323,317 shares for issuance upon exercise of outstanding stock options; 63,236 shares to cover equity grants available for future issuance pursuant to the 2014 Plan; 2,732,662 shares to cover equity grants available for future issuance pursuant to the 2015 Plan; 16,061 shares for issuance upon conversion of the Convertible Notes; and 6,497 shares issuable as contingent shares pursuant to the Pier merger. Accordingly, as of September 30, 2018, the Company had an aggregate of 8,845,013 shares of common stock reserved for issuance and 52,566,553 shares of common stock unreserved and available for future issuance. The Company expects to satisfy its future common stock commitments through the issuance of authorized but unissued shares of common stock. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. 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 September 30, 2018 and December 31, 2017. 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 (resigned as an officer and director of the Company in February 2017, but remains a consultant to the Company) - $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. 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 (resigned as an officer and director of the Company in February 2017, but remains a consultant to the Company) - $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. On August 18, 2015, the cash compensation arrangements for these executive officers were further revised as described below in Note 8. These new compensation arrangements have been extended through September 30, 2018. Both the cash bonuses and the cash monthly compensation were accrued and will not be paid in cash 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. Such amounts of accrued compensation through September 30, 2017 were forgiven on December 9, 2017 when, on the same date certain amounts were granted as options, as further described below, and therefore such amounts are no longer included in accrued compensation and related expenses as of September 30, 2018 or December 31, 2017. 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. The conditions of (a), (b) and (c) above were met as of December 31, 2017, however Mr. Margolis has waived the Company’s obligation to make any payments of the cash bonus until 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. Obligations through September 30, 2017 were forgiven by Mr. Margolis as described below. On March 28, 2017, Aurora earned $20,000 of cash fees and 8,000 placement agent common stock warrants associated with the closing of 1 st 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. Dr. James S. Manuso resigned as the Company’s President and Chief Executive Officer as well as Vice Chairman and member of the Board of Directors effective as of September 30, 2018. As a result of his resignation in February 2017, Mr. Weingarten is no longer considered a related party of the Company as of September 30, 2018. A description of advances and notes payable to officers is provided at Note 4. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Pending or Threatened Legal Action and Claims By letter dated May 18, 2018, the Company received notice from counsel claiming to represent TEC Edmonton and The Governors of the University of Alberta, which purports to terminate, effective December 12, 2017, the license agreement dated May 9, 2007 between the Company and The Governors of the University of Alberta. The Company, through its counsel, disputed any grounds for termination and notified the representative that it invoked Section 13 of that license agreement, which mandates a meeting to be attended by individuals with decision-making authority to attempt in good faith to negotiate a resolution to the dispute. The Company remains in discussions with TEC Edmonton to determine whether and under what conditions a resolution to the dispute can be reached and the parties have extended the applicable deadlines under the license agreement to continue those discussions, but a resolution has not yet been reached. No assurance can be provided that the parties will reach an acceptable resolution and we cannot estimate the possible impact of this disagreement on the Company’s operations or business prospects. 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. Such amount has been accrued at June 30, 2018 and December 31, 2017. 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 September 30, 2018 and December 31, 2017, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through September 30, 2018, totaling $5,239. 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 as of September 30, 2018 and December 31, 2017 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, the Company’s Senior Vice President of Research and Development since October 15, 2014, 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 that have been issued to Mr. Purcell is provided at Note 6. Cash compensation expense pursuant to this agreement totaled $37,500 for the three months ended September 30, 2018 and 2017 and $112,500 for the nine months ended September 30, 2018 and 2017, which is included in research and development expenses in the Company’s condensed 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. Dr. Manuso resigned as President and Chief Executive Officer effective September 30, 2018 and therefore Dr. Manuso’s employment agreement was not automatically extended as described below. Pursuant to the agreement, which was for an initial term through September 30, 2018 (and which would have been deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provided written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date, except that Dr. Manuso resigned effective September 30, 2018), Dr. Manuso received an annual base salary of $375,000. Dr. Manuso was, through September 30, 2018, 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. No such bonuses were earned or granted during the three and nine-month periods ended September 30, 2018 and September 30, 2017. Additionally, Dr. Manuso was granted stock options to acquire 261,789 shares of common stock of the Company and was eligible to receive additional awards under the Company’s Plans in the discretion of the Board of Directors. No such awards were granted to Dr. Manuso granted during the three and nine-month periods ended September 30, 2018 and September 30, 2017. Dr. Manuso was also entitled to receive, until such time as the Company established 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. Such amounts were accrued for the three and nine-month periods ended September 30, 2018 and September 30, 2017. Dr. Manuso was also entitled to be reimbursed for business expenses. The Company has accrued all submitted and approved business expenses as of September 30, 2018, December 30, 2017 and September 30, 2017. 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 $103,650 for each of the three months ended September 2018, and 2017, respectively and $310,950 for the nine months ended September 30, 2018 and 2017, respectively. Such amounts were included in accrued compensation and related expenses in the Company’s condensed consolidated balance sheet at June 30, 2018 and 2017, respectively, and in general and administrative expenses in the Company’s consolidated statement of operations for the three and six months ended June 30, 2018 and 2017, as appropriate. 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, as described in more detail below. On the same date, Dr. Manuso received options to purchase 608,704 shares of common stock, as described in more detail below. Dr. Manuso did not receive any additional compensation for serving as Vice Chairman or a member of on the Board of Directors. Amounts accruing after September 30, 2017 have not been paid to Dr. Manuso. Effective on September 30, 2018, Dr. Manuso resigned as Vice Chairman and as a member of the Board of Directors. On August 18, 2015, concurrently with the hiring of Dr. James S. Manuso as the Company’s President and Chief Executive Officer, Dr. Arnold S. Lippa resigned as the Company’s President and Chief Executive Officer. On October 12, 2018, Dr. Lippa was named Interim President and Interim Chief Executive Officer (see Note 9. Subsequent Events) to replace Dr. Manuso who resigned effective September 30, 2018. 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 $84,900 for each of the three months ended September 30, 2018 and 2017, respectively, and $254,700 for the nine months ended September 30, 2018 and 2017, respectively, which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet at September 30, 2018 and December 31, 2017, 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 was part of the amount forgiven on December 9, 2017 and therefore is no longer included in accrued compensation and related expenses as of September 30, 2018 and December 31, 2017. 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 the same date, Dr. Lippa received options to purchase 559,595 shares of common stock, as described in more detail below. On August 18, 2015, the Company also entered into an employment agreement with Jeff E. Margolis, in his continuing role as Vice President, Secretary and Treasurer. Pursuant to the agreement, which was for an initial term 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 received an annual base salary of $195,000, and 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 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. Mr. Margolis 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. Mr. Margolis is also each entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Mr. Margolis is provided at Note 6. 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. The conditions of (a), (b) and (c) above were met as of December 31, 2017, however Mr. Margolis has waived the Company’s obligation to make any payments of the cash bonus until 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. Recurring cash compensation accrued pursuant to this amended agreement totaled $80,400 and $54,150 for the three months ended September 30, 2018 and September 30, 2017, respectively, and $241,200 and $188,700 for the nine months ended September 30, 2018 and 2017, respectively, which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet at September 30, 2018, September 30, 2017 and December 31, 2017, respectively, and in general and administrative expenses in the Company’s consolidated statement of operations. The employment agreements between the Company and each of Dr. Manuso, Dr. Lippa, and Mr. Margolis, 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, and Mr. Margolis (who are or were 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 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. 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 September 30, 2018 and December 31, 2017. University of Alberta License Agreement On May 9, 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. On May 18, 2018, the Company received a letter from counsel claiming to represent TEC Edmonton and The Governors of the University of Alberta, which purports to terminate, effective December 12, 2017, the license agreement dated May 9, 2007 (as subsequently amended) between the Company and The Governors of the University of Alberta. The Company, through its counsel, disputed any grounds for termination and notified the representative that it invoked Section 13 of that license agreement, which mandates a meeting to be attended by individuals with decision-making authority to attempt in good faith to negotiate a resolution to the dispute. The Company remains in discussions with TEC Edmonton to determine whether and under what conditions a resolution to the dispute can be reached and the parties have extended the applicable deadlines under the license agreement to continue those discussions. No assurance can be provided that the parties will reach an acceptable resolution and we cannot estimate the possible impact of this disagreement on the Company’s operations or business prospects. See Note 9. Subsequent Events. 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 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 three and nine months ended September 30, 2018 and 2017, the Company recorded charges to operations of $25,000 and $75,000, respectively, with respect to its 2018 and 2017 minimum annual royalty obligation, which is included in research and development expenses in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2018 and 2017. 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 final 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 and completed the payments under the contract. 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. See “University of Alberta License Agreement” above for more information on the related license agreement. National Institute of Drug Abuse Agreement As a result of agreements entered into on October 19, 2015 and January 19, 2016, the Medications Development Program of the National Institute of Drug Abuse (“NIDA”) funded and conducted research on the Company’s ampakine compounds CX717 and CX1739 to determine their potential usefulness for the treatment of cocaine and methamphetamine addiction and abuse. The Company retains all intellectual property resulting from this research, as well as proprietary and commercialization rights to these compounds. In general, the ampakines did not produce behavioral effects in rats and mice that are commonly associated with administration of stimulants such as cocaine or amphetamines. Instead, the ampakines reduced the stimulation produced by both of these drugs. In addition, the ampakines were not recognized as cocaine- or amphetamine-like when administered to rats that had been trained to recognize whether they had been administered these drugs. The absence of stimulant properties on the part of the ampakines may confirm their value as potential non-stimulant treatments for ADHD. Duke University Clinical Trial Agreement On January 27, 2015, the Company entered into a Clinical Study and Research Agreement with Duke University (as amended, the “Duke Agreement”) to develop and conduct a protocol for a program of clinical study and research which was amended on October 30, 2015 and further amended on July 28, 2016, which agreement, as amended, resulted in a total amount payable under the Agreement to $678,327. During the nine months ended September 30, 2018 and 2017, the Company charged $0 to research and development expenses with respect to work conducted pursuant to the Duke Agreement. The clinical trial completed in October 2016 and the Company announced the study results on December 15, 2016. Amounts still owing under this agreement are in the Company’s balance sheets at September 30, 2018 and December 31, 2017 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. Noramco Inc. - Dronabinol Development and Supply Agreement On September 4, 2018, RespireRx entered into a dronabinol Development and Supply Agreement with Noramco Inc., one of the world’s major dronabinol manufacturers. Under the terms of the Agreement, Noramco agreed to (i) provide all of the active pharmaceutical ingredient (“API”) estimated to be needed for the clinical development process for both the first- and second-generation products (each a “Product” and collectively, the “Products”), three validation batches for New Drug Application (“NDA”) filing(s) and adequate supply for the initial inventory stocking for the wholesale and retail channels, subject to certain limitations, (ii) maintain or file valid drug master files (“DMFs”) with the FDA or any other regulatory authority and provide the Company with access or a right of reference letter entitling the Company to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by the Company, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by the Company and participate in all FDA or Drug Enforcement Agency (“DEA”) meetings as appropriate and as related to the API. In consideration for these |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing these financial statements with the SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements, other than those discussed below. On October 12, 2018, Dr. Lippa was named Interim President and Interim Chief Executive Officer to replace Dr. Manuso who resigned effective September 30, 2018. Dr. Lippa continues to serve as the Company’s Executive Chairman and as a member of the Board of Directors as well as the Company’s Chief Scientific Officer. The 2018 Unit Offering terminated on October 15, 2018 without any additional closings. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed 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 amounts of financial instruments (consisting of cash, cash equivalents, advances on research grants and accounts payable and accrued expenses) are 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. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective fair values of such instruments due to the short-term nature of those instruments and their terms. |
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 debt liability in its condensed consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. |
Convertible Notes Payable | Convertible Notes Payable Original Issuance of Notes and Warrants Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued at fair value in connection with and at the time of such financing. 2018 Notes Exchange In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged for equity to the fair value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. |
Extinguishment of Debt | Extinguishment of Debt The Company accounts for the extinguishment of debt in accordance with GAAP by comparing the carrying value of the debt to the fair value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. |
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. All equipment was fully depreciated as of September 30, 2018. |
Long-Term Prepaid Insurance | Long-Term Prepaid Insurance Long-term prepaid insurance represents the premium paid in March 2017 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 condensed 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 September 30, 2018. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and other vendors 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, consultants and other vendors 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, outside consultants and other vendors 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. There were no stock options requiring an assessment of value during the nine months ended September 30, 2018. For stock options requiring an assessment of value during the nine months ended September 30, 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 1.83% to 1.92 % Expected dividend yield 0 % Expected volatility 132.87 % Expected life 4.833 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 condensed 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 nine months ended September 30, 2018. and 2017. There were no warrants issued as compensation or for services during the nine months ended September 30, 2018 requiring such assessment. During the nine months ended September 30, 2017, the Company issued warrants to purchase 8,000 shares of the Company’s common stock at an exercise price of $2.75 per share and expiring on December 31, 2021 to Aurora Capital LLC, an affiliate of the Company, for placement agent services. The warrants were valued at $27,648 and were accounted for in Additional paid-in capital as of March 31, 2017, the date of issuance, and remain valued at that amount as of September 30, 2017 and December 31, 2017. |
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 September 30, 2018, 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 September 30, 2018, 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 condensed consolidated statements of operations. |
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), 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 September 30, 2018, an asset 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 condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed 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 condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed 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. |
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 September 30, 2018 and 2017, 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. September 30, 2018 2017 Series B convertible preferred stock 11 11 Convertible notes payable 16,061 32,239 Common stock warrants 1,703,229 985,915 Common stock options 4,323,317 2,046,749 Total 6,042,618 3,064,914 |
Reclassifications | Reclassifications Certain comparative figures in 2017 have been reclassified to conform to the current quarter’s presentation. These reclassifications were immaterial, both individually and in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any 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 Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
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 nine months ended September 30, 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 1.83% to 1.92 % Expected dividend yield 0 % Expected volatility 132.87 % Expected life 4.833 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At September 30, 2018 and 2017, 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. September 30, 2018 2017 Series B convertible preferred stock 11 11 Convertible notes payable 16,061 32,239 Common stock warrants 1,703,229 985,915 Common stock options 4,323,317 2,046,749 Total 6,042,618 3,064,914 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The convertible notes (including those for which default notices have been received) consist of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Principal amount of notes payable $ 125,000 $ 276,000 Add accrued interest payable 57,647 98,646 $ 182,647 $ 374,646 |
Summary of Note Payable to Related Party | Note payable to SY Corporation consists of the following at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 303,216 267,335 Foreign currency transaction adjustment 25,300 (83,282 ) $ 728,290 $ 583,827 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the nine months ended September 30, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2017 1,464,415 $ 2.68146 3.73 Issued 238,814 1.57500 4.58 Warrants outstanding at September 30, 2018 1,703,229 $ 2.52632 4.08 Warrants exercisable at December 31, 2017 1,464,415 $ 2,68146 3.73 Warrants exercisable at September 30, 2018 1,703,229 $ 2.52632 4.08 A summary of warrant activity for the nine months ended September 30, 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 Issued 445,717 1.36478 Warrants outstanding at September 30, 2017 985,915 $ 3.27352 4.7567 Warrants exercisable at December 31, 2016 540,198 $ 4.84842 Warrants exercisable at September 30, 2017 985,915 $ 3.27352 4.7567 |
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 September 30, 2018: 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 $ 1.5750 238,814 238,814 April 30, 2023 $ 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 1,703,229 1,703,229 The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2017: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.2870 41,002 41,002 April 17, 2019 $ 1.5620 0 0 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 86,005 86,005 February 28, 2021 $ 2.7500 108,000 108,000 December 31, 2021 $ 1.1000 468,000 468,000 September 29, 2022 985,915 985,915 |
Schedule of Stock Options Activity | A summary of stock option activity for the six months ended September 30, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2017 3,996,167 $ 3.7634 6.30 Granted 327,150 1.1267 4.50 Options outstanding at September 30, 2018 4,323,317 $ 3.5855 6.17 Options exercisable at December 31, 2017 3,996,167 $ 3.7634 6.30 Options exercisable at September 30, 2018 4,323,317 $ 3.5855 6.17 A summary of stock option activity for the nine months ended September 30, 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 Granted 739,000 Options outstanding at September 30, 2017 2,046,749 $ 6.0125 4.54 Options exercisable at December 31, 2016 1,307,749 $ 7.6515 Options exercisable at September 30, 2017 2,019,249 $ 6.0125 4.54 |
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 September 30, 2018: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 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 4,323,317 4,323,317 The exercise prices of common stock options outstanding and exercisable were as follows at September 30, 2017: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 1.3500 34,000 19,000 July 28, 2022 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 12,500 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 2,046,749 2,019,249 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Principal Cash Obligations and Commitments | Payments Due By Year Total 2018 2019 2020 2021 2022 License agreements $ 425,000 $ 25,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 Employment and consulting agreements (1) 661,200 165,300 495,900 - - - Total $ 1,086,200 $ 190,300 $ 595,900 $ 100,000 $ 100,000 $ 100,000 (1) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. 2018 obligations include three months of employment agreement obligations for Dr. Lippa and Mr. Margolis as their employment contracts renewed on September 30, 2018 and 2019 obligations include nine months of obligations through September 30, 2019. |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net losses | $ 535,774 | $ 618,542 | $ 1,917,817 | $ 3,671,753 | $ 4,291,483 |
Negative operating cash flows | 199,966 | $ 495,817 | 697,009 | ||
Stockholders' deficiency | $ 5,359,154 | $ 5,359,154 | $ 4,355,384 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Warrants to purchase shares of common stock | 8,000 | ||
Warrant exercise price | $ 2.75 | ||
Warrant expiring date | Dec. 31, 2021 | ||
Fair value of warrants | $ 27,648 | ||
Advance payment on research contract | $ 48,912 | $ 48,912 | $ 48,912 |
Minimum [Member] | |||
Estimated useful lives of equipment | P3Y | ||
Maximum [Member] | |||
Estimated useful lives of equipment | P5Y |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Expected dividend yield | 0.00% |
Expected volatility | 132.87% |
Expected life in years | 4 years 99 months 29 days |
Minimum [Member] | |
Risk-free interest rate | 1.83% |
Maximum [Member] | |
Risk-free interest rate | 1.92% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,042,618 | 3,064,914 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,703,229 | 985,915 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 4,323,317 | 2,046,749 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 16,061 | 32,239 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 11 | 11 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 31, 2018 | Feb. 28, 2018 | Feb. 02, 2016 | Jan. 29, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Apr. 09, 2018 | Apr. 05, 2018 | Sep. 23, 2016 | Sep. 22, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 10, 2012 | Jun. 25, 2012 |
Debt instrument interest rate | 8.93% | 8.93% | |||||||||||||||
Warrants, exercise price | $ 2.75 | $ 2.75 | |||||||||||||||
Common stock closing price, per share | $ 1.12 | $ 18.2000 | |||||||||||||||
Loss on extinguishment of debt | $ (116,407) | ||||||||||||||||
Converted into common stock | 16,061 | ||||||||||||||||
Stockholder's percentage | 20.00% | ||||||||||||||||
Percentage of convertible notes payable | 12.00% | ||||||||||||||||
Interest expense | 35,161 | 26,354 | $ 96,231 | $ 77,674 | |||||||||||||
Insurance premium | 63,750 | 63,750 | |||||||||||||||
Short term borrowings | 30,703 | 30,703 | |||||||||||||||
Ten Monthly Installments [Member] | |||||||||||||||||
Debt periodic payments | $ 6,639 | ||||||||||||||||
SY Corporation [Member] | |||||||||||||||||
Interest expense | 12,092 | $ 12,092 | |||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | 35,881 | 35,881 | |||||||||||||||
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 | ||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||
Convertible notes payable aggregate amount | $ 169,715 | $ 43,552 | |||||||||||||||
Number of exchanged for common stock shares | 169,715 | 58,071 | |||||||||||||||
Common stock exchange rate per share | $ 0.75 | $ 0.75 | |||||||||||||||
Common stock closing price, per share | $ 0.92 | $ 1.90 | |||||||||||||||
Debt instrument default interest rate per year | 12.00% | ||||||||||||||||
Accrued interest | $ 226,287 | ||||||||||||||||
Market value of common stock on exchange | 208,185 | ||||||||||||||||
Loss on extinguishment of debt | $ 38,470 | ||||||||||||||||
Premium Financing Arrangement [Member] | |||||||||||||||||
Debt periodic payments | $ 9,322 | ||||||||||||||||
Board of Directors [Member] | Exchange Agreement [Member] | |||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Common stock exchange rate per share | $ 0.75 | ||||||||||||||||
Dr. Lippa [Member] | |||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | |||||||||||||||
Advances total | $ 52,600 | $ 50,000 | $ 25,000 | ||||||||||||||
Interest expense | $ 3,319 | $ 8,963 | |||||||||||||||
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 | $ 5.1025 | ||||||||||||||||
Dr. Lippa [Member] | Tranche Two [Member] | |||||||||||||||||
Warrant to purchase shares | 5,155 | ||||||||||||||||
Warrants, exercise price | $ 4.85 | ||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||
Advances total | 50,000 | ||||||||||||||||
Warrants expires date description | The warrant expires on January 29, 2019 and September 23, 2019. | ||||||||||||||||
Dr. James S. Manuso [Member] | |||||||||||||||||
Percentage of convertible notes payable | 10.00% | ||||||||||||||||
Advances total | $ 52,600 | 50,000 | |||||||||||||||
Interest expense | $ 3,964 | $ 9,206 | |||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | 13,092 | ||||||||||||||||
Dr. James S. Manuso [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||
Warrant to purchase shares | 8,092 | ||||||||||||||||
Warrants, exercise price | $ 6.50 | ||||||||||||||||
Dr. James S. Manuso [Member] | Tranche Two [Member] | |||||||||||||||||
Warrant to purchase shares | 5,000 | ||||||||||||||||
Warrants, exercise price | $ 5 | ||||||||||||||||
Dr. Manuso [Member] | |||||||||||||||||
Percentage of convertible notes payable | 10.00% | ||||||||||||||||
Advances total | 50,000 | $ 25,000 | |||||||||||||||
Four Officer [Member] | |||||||||||||||||
Warrants expires date description | The warrants expire on February 2, 2019 and September 22, 2019 | ||||||||||||||||
Dr. Arnold S. Lippa and Dr. James S. Manuso [Member] | |||||||||||||||||
Convertible notes payable aggregate amount | 250,000 | $ 250,000 | |||||||||||||||
Advances total | $ 100,000 | ||||||||||||||||
Closing value of common stock | $ 150,000 | $ 150,000 | |||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||
Warrant to purchase shares | 27,936 | 27,936 | |||||||||||||||
Extended maturity date | Sep. 15, 2016 | ||||||||||||||||
Warrants, exercise price | $ 11.375 | $ 11.375 | |||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | October 3, 2016 and October 25, 2016 | |||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | October 3, 2016 and October 25, 2016 | |||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||
Convertible Notes Payable [Member] | Investor [Member] | |||||||||||||||||
Convertible notes payable aggregate amount | $ 579,500 | $ 579,500 | |||||||||||||||
Debt instrument interest rate | 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 | |||||||||||||||
Two Convertible Notes [Member] | |||||||||||||||||
Debt periodic payments | $ 66,782 | ||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Debt periodic payments | $ 37,817 | $ 91,028 | |||||||||||||||
Accrued interest | $ 12,817 | 12,817 | 25,028 | ||||||||||||||
Notes Payable [Member] | |||||||||||||||||
Accrued interest | $ 57,647 | $ 57,647 | $ 98,646 | ||||||||||||||
Converted into common stock | 16,061 | 32,941 | |||||||||||||||
Number of conversion into common shares attributable to accrued interest | 5,071 | 8,677 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible notes payable, gross | $ 182,647 | $ 374,646 |
Notes Payable [Member] | ||
Principal amount of notes payable | 125,000 | 276,000 |
Add accrued interest payable | 57,647 | 98,646 |
Convertible notes payable, gross | $ 182,647 | $ 374,646 |
Notes Payable - Summary of Note
Notes Payable - Summary of Note Payable to Related Party (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Total note payable | $ 728,290 | $ 583,827 |
SY Corporation [Member] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 303,216 | 267,335 |
Foreign currency transaction adjustment | 25,300 | (83,282) |
Total note payable | $ 728,290 | $ 583,827 |
Settlement and Payments (Detail
Settlement and Payments (Details Narrative) - USD ($) | Apr. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Aug. 10, 2012 |
Common stock purchase options | 327,150 | 739,000 | |||||
Stock option exercisable date | Apr. 5, 2023 | ||||||
Common stock closing price, per share | $ 1.12 | $ 18.2000 | |||||
Stock options valuation amount | $ 1.081 | ||||||
Loss on extinguishment of debt | $ (116,407) | ||||||
Common stock options issued | $ 135,125 | ||||||
Accounts payable paid | 124,025 | ||||||
Total stockholders' deficiency | $ 5,359,154 | $ 5,359,154 | $ 4,355,384 | ||||
Accrued Liability [Member] | |||||||
Loss on extinguishment of debt | 54 | ||||||
Accounts Payable [Member] | |||||||
Loss on extinguishment of debt | $ 11,100 | ||||||
Valuation Technique, Option Pricing Model [Member] | Volatility [Member] | |||||||
Fair value assumptions, measurement input, percentages | 18607.00% | ||||||
Valuation Technique, Option Pricing Model [Member] | Risk-Free Rate [Member] | |||||||
Fair value assumptions, measurement input, percentages | 2.64% | ||||||
Valuation Technique, Option Pricing Model [Member] | Expected Dividend Rate [Member] | |||||||
Fair value assumptions, measurement input, percentages | 0.00% | ||||||
Valuation Technique, Option Pricing Model [Member] | Expected Term [Member] | |||||||
Fair value assumptions, measurement input, term | 5 years | ||||||
Robert N. Weingarten [Member] | |||||||
Common stock purchase options | 185,388 | ||||||
Accrued compensation | $ 200,350 | ||||||
Value of options granted | $ 200,404 | ||||||
Pharmaland Executive Consulting Services LLC [Member] | |||||||
Common stock purchase options | 125,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Sep. 12, 2018 | Dec. 29, 2017 | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 13, 2017 | Dec. 09, 2017 | Dec. 09, 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 | Jan. 17, 2017 | Mar. 31, 2016 | Sep. 30, 2015 | Aug. 18, 2015 | Aug. 18, 2015 | Mar. 18, 2014 | Aug. 10, 2012 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Apr. 05, 2018 | Dec. 31, 2016 |
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||
Common stock, shares designated | 65,000,000 | 65,000,000 | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Preferred stock, shares designated | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Stockholders' deficiency | $ 5,359,154 | $ 5,359,154 | $ 4,355,384 | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||
Preferred stock voting | Cumulative Convertible Preferred Stock (non-voting, “9% Preferred Stock”) | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 443,205 | 3,588,433 | 3,588,433 | 3,065,261 | |||||||||||||||||||||||||
Common stock available for future issuances | 8,845,013 | 8,845,013 | |||||||||||||||||||||||||||
Offering of common stock | $ 2,475,561 | $ 195,750 | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 200,750 | $ 476,000 | |||||||||||||||||||||||||||
Debt conversion, shares issued | 16,061 | ||||||||||||||||||||||||||||
Common stock purchase of warrants | 8,000 | 8,000 | |||||||||||||||||||||||||||
Debt instrument interest rate | 8.93% | 8.93% | |||||||||||||||||||||||||||
Purchase price per share | $ 18.2000 | $ 1.12 | |||||||||||||||||||||||||||
Warrants, exercise price | $ 2.75 | $ 2.75 | |||||||||||||||||||||||||||
Fair value of market price per share | $ 1 | $ 1.40 | $ 1 | $ 1.40 | |||||||||||||||||||||||||
Stock warrant intrinsic value of exercisable | $ 144,633 | $ 144,633 | |||||||||||||||||||||||||||
Share granted during period | 327,150 | 739,000 | |||||||||||||||||||||||||||
Stock option period | 4 years 99 months 29 days | ||||||||||||||||||||||||||||
Common stock fixed price per shares | $ 1 | $ 2 | $ 1 | $ 2 | |||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||
Issue additional contingent consideration | 56,351 | ||||||||||||||||||||||||||||
Common stock, shares issued | 3,588,433 | 3,588,433 | 3,065,261 | ||||||||||||||||||||||||||
Number of warrants, outstanding, exercisable | 1,703,229 | 985,915 | 1,703,229 | 985,915 | 1,464,415 | 540,198 | |||||||||||||||||||||||
Debt instrument conversion into shares | 16,061 | ||||||||||||||||||||||||||||
Number of common stock shares unreserved for future issuance | 52,566,553 | 52,566,553 | |||||||||||||||||||||||||||
Pier Merger Agreement [Member] | |||||||||||||||||||||||||||||
Issuance of contingent shares of common stock | 6,497 | ||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||
Stock-based compensation expense | $ 14,248 | $ 1,150,925 | |||||||||||||||||||||||||||
Research and Development Member [Member] | |||||||||||||||||||||||||||||
Stock-based compensation expense | $ 0 | 606,901 | |||||||||||||||||||||||||||
2014 Equity Plan [Member] | |||||||||||||||||||||||||||||
Share granted during period | 325,025 | ||||||||||||||||||||||||||||
2018 Unit Offering [Member] | |||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, per share | $ 1.05 | ||||||||||||||||||||||||||||
Offering of common stock | $ 1,500,000 | ||||||||||||||||||||||||||||
Initial closing amount | 250,750 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 200,750 | ||||||||||||||||||||||||||||
Debt conversion, shares issued | 50,000 | ||||||||||||||||||||||||||||
Sales price per share | $ 1.05 | ||||||||||||||||||||||||||||
Warrants exercisable date | Apr. 30, 2023 | ||||||||||||||||||||||||||||
Purchase price, percentage | 150.00% | ||||||||||||||||||||||||||||
Redemption of warrants price per share | $ 0.001 | ||||||||||||||||||||||||||||
Common stock purchase of warrants | 238,814 | ||||||||||||||||||||||||||||
Warrant description | The warrants are also subject to redemption by the Company at $0.001 per share upon ten (10) days written notice if the Company’s common stock closes at $3.00 or more for any five (5) consecutive trading days. In total, 238,814 shares of the Company’s common stock and 238,814 common stock purchase warrants were purchased. | ||||||||||||||||||||||||||||
Debt instrument principal amount | $ 100,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Gross proceeds | $ 15,000,000 | ||||||||||||||||||||||||||||
Warrant exercisable date | Apr. 30, 2023 | ||||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||
Debt instrument conversion into shares | 50,000 | ||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||
Preferred stock, shares undesignated | 3,505,800 | 3,505,800 | 3,505,800 | ||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 461,538 | ||||||||||||||||||||||||||||
Stock option period | 10 years | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 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 | 1,500,000 | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Share granted during period | 1,538,461 | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Share granted during period | 3,038,461 | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||||||||||||||
Share granted during period | 6,985,260 | ||||||||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||||||||||||||
Stock-based compensation expense | $ 300,000 | $ 84,900 | $ 84,900 | $ 254,700 | $ 169,800 | ||||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | 2018 Unit Offering [Member] | |||||||||||||||||||||||||||||
Debt instrument principal amount | $ 50,000 | ||||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | 2018 Unit Offering [Member] | |||||||||||||||||||||||||||||
Debt instrument principal amount | $ 50,000 | ||||||||||||||||||||||||||||
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 designated | 37,500 | 37,500 | 37,500 | ||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Stockholders' deficiency | $ (21,703) | $ (21,703) | $ (21,703) | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | ||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, per share | $ 0.00030 | $ 0.00030 | $ 0.00030 | ||||||||||||||||||||||||||
Debt instrument, conversion price per share | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | ||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 11 | 11 | 11 | ||||||||||||||||||||||||||
Preferred stock redemption amount | $ 25,001 | $ 25,001 | $ 25,001 | ||||||||||||||||||||||||||
Redeemed preferred stock price per share | $ 0.6667 | $ 0.6667 | $ 0.6667 | ||||||||||||||||||||||||||
Preferred stock conversion into common stock description | Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. | Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. | |||||||||||||||||||||||||||
Offering of common stock | |||||||||||||||||||||||||||||
Sales price per share | $ 0.00030 | $ 0.00030 | $ 0.00030 | ||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Stock Option [Member] | |||||||||||||||||||||||||||||
Conversion of stock | 4,323,317 | ||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | 2014 Plan [Member] | |||||||||||||||||||||||||||||
Common stock available for future issuances | 63,236 | 63,236 | |||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | 2015 Plan [Member] | |||||||||||||||||||||||||||||
Common stock available for future issuances | 2,732,662 | 2,732,662 | |||||||||||||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||||||||||||||||||||
Preferred stock, shares designated | 205,000 | 205,000 | 205,000 | ||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Preferred stock, shares designated | 1,700 | 1,700 | 1,700 | ||||||||||||||||||||||||||
9% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Preferred stock, shares designated | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Stockholders' deficiency | $ (3,588) | $ (3,588) | $ (3,065) | ||||||||||||||||||||||||||
Common stock, shares outstanding | 3,588,434 | 3,588,434 | |||||||||||||||||||||||||||
Common stock available for future issuances | 52,566,553 | 52,566,553 | |||||||||||||||||||||||||||
Offering of common stock | $ 191 | ||||||||||||||||||||||||||||
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] | Investors [Member] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Warrants exercisable date | Dec. 31, 2021 | ||||||||||||||||||||||||||||
Gross proceeds | $ 350,000 | $ 350,000 | $ 15,000,000 | ||||||||||||||||||||||||||
Purchase price per share | 2.50 | $ 2.50 | |||||||||||||||||||||||||||
Warrant exercisable date | Dec. 31, 2021 | ||||||||||||||||||||||||||||
Warrants, exercise price | $ 2.75 | $ 2.75 | |||||||||||||||||||||||||||
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] | Subsequent Equity Financing [Member] | |||||||||||||||||||||||||||||
Purchase price per share | $ 3.80 | $ 4.05 | |||||||||||||||||||||||||||
2nd 2017 Unit Offering [Member] | Investors [Member] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Warrants exercisable date | Sep. 29, 2022 | ||||||||||||||||||||||||||||
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 | $ 1.14 | $ 1.45 | $ 1.51 | $ 1.45 | $ 1.05 | $ 0.80 | $ 1.50 | $ 1.40 | $ 1.40 | $ 1 | 1 | $ 1 | |||||||||||||||||
Warrant exercisable date | Sep. 29, 2022 | ||||||||||||||||||||||||||||
Warrants, exercise price | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | 4.99% | |||||||||||||||||||||||||||
Percentage of unit purchase price | 250.00% | 250.00% | |||||||||||||||||||||||||||
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 Company's common stock closes at 250% or more of the unit purchase price for any five (5) consecutive trading days. |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 1,464,415 | 540,198 |
Number of Warrants, Outstanding, Exercisable, Beginning balance | 1,464,415 | 540,198 |
Number of Warrants, Issued | 238,814 | 445,717 |
Number of Warrants, Outstanding, Ending balance | 1,703,229 | 985,915 |
Number of Warrants, Outstanding, Exercisable Ending balance | 1,703,229 | 985,915 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 2.68146 | $ 4.84842 |
Weighted Average Exercise Price, Exercisable Beginning | 2.68146 | 4.84842 |
Weighted Average Exercise Price, Issued | 1.57500 | 1.36478 |
Weighted Average Exercise Price, Outstanding, Ending | 2.52632 | 3.27352 |
Weighted Average Exercise Price, Exercisable, Ending | $ 2.52632 | $ 3.27352 |
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years), Beginning | 3 years 8 months 23 days | |
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years), Beginning | 3 years 8 months 23 days | |
Number of Warrants, Issued weighted Average Remaining Contractual Life (in Years) | 4 years 6 months 29 days | |
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years), Ending | 3 years 8 months 23 days | 4 years 9 months 18 days |
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years), Ending | 3 years 10 months 6 days | 4 years 9 months 18 days |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Warrants, Exercise Price | $ 2.75 | |||
Warrants, Outstanding (Shares) | 1,703,229 | 1,464,415 | 985,915 | 540,198 |
Warrants, Exercisable (Shares) | 1,703,229 | 1,464,415 | 985,915 | 540,198 |
Warrants [Member] | ||||
Warrants, Outstanding (Shares) | 1,703,229 | 985,915 | ||
Warrants, Exercisable (Shares) | 1,703,229 | 985,915 | ||
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 | 0 | ||
Warrants, Exercisable (Shares) | 41,002 | 0 | ||
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 | $ 1.5750 | $ 4.8750 | ||
Warrants, Outstanding (Shares) | 238,814 | 108,594 | ||
Warrants, Exercisable (Shares) | 238,814 | 108,594 | ||
Warrants, Expiration Date | Apr. 30, 2023 | Sep. 30, 2020 | ||
Exercise Price Range Five [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 2.7500 | $ 5 | ||
Warrants, Outstanding (Shares) | 8,000 | 5,000 | ||
Warrants, Exercisable (Shares) | 8,000 | 5,000 | ||
Warrants, Expiration Date | Sep. 20, 2022 | Sep. 22, 2019 | ||
Exercise Price Range Six [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 4.8500 | $ 5.1025 | ||
Warrants, Outstanding (Shares) | 5,155 | 10,309 | ||
Warrants, Exercisable (Shares) | 5,155 | 10,309 | ||
Warrants, Expiration Date | Sep. 23, 2019 | Jan. 29, 2019 | ||
Exercise Price Range Seven [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 4.8750 | $ 6.5000 | ||
Warrants, Outstanding (Shares) | 108,594 | 8,092 | ||
Warrants, Exercisable (Shares) | 108,594 | 8,092 | ||
Warrants, Expiration Date | Sep. 30, 2020 | Feb. 4, 2019 | ||
Exercise Price Range Eight [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 5 | $ 6.8348 | ||
Warrants, Outstanding (Shares) | 5,000 | 145,758 | ||
Warrants, Exercisable (Shares) | 5,000 | 145,758 | ||
Warrants, Expiration Date | Sep. 22, 2019 | Sep. 30, 2020 | ||
Exercise Price Range Nine [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 5.1025 | $ 7.9300 | ||
Warrants, Outstanding (Shares) | 10,309 | 86,005 | ||
Warrants, Exercisable (Shares) | 10,309 | 86,005 | ||
Warrants, Expiration Date | Jan. 29, 2019 | Feb. 28, 2021 | ||
Exercise Price Range Ten [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 6.5000 | $ 2.7500 | ||
Warrants, Outstanding (Shares) | 8,092 | 108,000 | ||
Warrants, Exercisable (Shares) | 8,092 | 108,000 | ||
Warrants, Expiration Date | Feb. 4, 2019 | Dec. 31, 2021 | ||
Exercise Price Range Eleven [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 6.8348 | $ 1.1000 | ||
Warrants, Outstanding (Shares) | 145,758 | 468,000 | ||
Warrants, Exercisable (Shares) | 145,758 | 468,000 | ||
Warrants, Expiration Date | Sep. 30, 2020 | Sep. 29, 2022 | ||
Exercise Price Range Twelve [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 7.9300 | |||
Warrants, Outstanding (Shares) | 86,004 | |||
Warrants, Exercisable (Shares) | 86,004 | |||
Warrants, Expiration Date | Feb. 28, 2021 |
Stockholders' Deficiency - Sc_3
Stockholders' Deficiency - Schedule of Stock Options Activity (Details) - $ / shares | Dec. 09, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Equity [Abstract] | |||
Number of Options, Outstanding, Beginning balance | 3,996,167 | 1,307,749 | |
Number of Options, Exercisable, Beginning balance | 3,996,167 | 1,307,749 | |
Number of Options, Granted | 327,150 | 739,000 | |
Number of Options, Outstanding, Ending balance | 4,323,317 | 2,046,749 | |
Number of Options, Exercisable, Ending balance | 1,772,055 | 4,323,317 | 2,046,749 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 3.7634 | $ 7.6515 | |
Weighted Average Exercise Price, Exercisable, Beginning | 3.7634 | 7.6515 | |
Weighted Average Exercise Price, Granted | 1.1267 | ||
Weighted Average Exercise Price, Outstanding, Ending | $ 1.45 | 3.5855 | 6.0125 |
Weighted Average Exercise Price, Exercisable, Ending | $ 3.5855 | $ 6.0125 | |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years), Beginning | 6 years 3 months 19 days | ||
Options Exercisable, Weighted Average Remaining Contractual Life (in Years), Beginning | 10 years | 4 years 6 months | |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years), Granted | 6 years 2 months 1 day | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in Years), Ending | 6 years 3 months 19 days | 4 years 6 months 14 days | |
Options Exercisable, Weighted Average Remaining Contractual Life (in Years), Ending | 6 years 2 months 1 day | 4 years 6 months 14 days |
Stockholders' Deficiency - Sc_4
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 09, 2017 | Dec. 31, 2016 | |
Options Outstanding (Shares) | 4,323,317 | 2,046,749 | 3,996,167 | 1,307,749 | |
Options Exercisable (Shares) | 4,323,317 | 2,046,749 | 3,996,167 | 1,772,055 | 1,307,749 |
Stock Option One [Member] | |||||
Options Exercise Price | $ 1.1200 | $ 1.3500 | |||
Options Outstanding (Shares) | 310,388 | 34,000 | |||
Options Exercisable (Shares) | 310,388 | 19,000 | |||
Options, Expiration Date | Apr. 5, 2023 | Jul. 28, 2022 | |||
Stock Option Two [Member] | |||||
Options Exercise Price | $ 1.2500 | $ 2 | |||
Options Outstanding (Shares) | 16,762 | 285,000 | |||
Options Exercisable (Shares) | 16,762 | 285,000 | |||
Options, Expiration Date | Dec. 7, 2022 | Jun. 30, 2022 | |||
Stock Option Three [Member] | |||||
Options Exercise Price | $ 1.3500 | $ 2 | |||
Options Outstanding (Shares) | 34,000 | 25,000 | |||
Options Exercisable (Shares) | 34,000 | 12,500 | |||
Options, Expiration Date | Jul. 28, 2022 | Jul. 26, 2022 | |||
Stock Option Four [Member] | |||||
Options Exercise Price | $ 1.4500 | $ 3.9000 | |||
Options Outstanding (Shares) | 1,849,418 | 395,000 | |||
Options Exercisable (Shares) | 1,849,418 | 395,000 | |||
Options, Expiration Date | Dec. 9, 2027 | Jan. 17, 2022 | |||
Stock Option Five [Member] | |||||
Options Exercise Price | $ 1.4500 | $ 4.5000 | |||
Options Outstanding (Shares) | 100,000 | 7,222 | |||
Options Exercisable (Shares) | 100,000 | 7,222 | |||
Options, Expiration Date | Dec. 9, 2027 | Sep. 2, 2021 | |||
Stock Option Six [Member] | |||||
Options Exercise Price | $ 2 | $ 5.6875 | |||
Options Outstanding (Shares) | 285,000 | 89,686 | |||
Options Exercisable (Shares) | 285,000 | 89,686 | |||
Options, Expiration Date | Jun. 30, 2022 | Jun. 30, 2020 | |||
Stock Option Seven [Member] | |||||
Options Exercise Price | $ 2 | $ 5.7500 | |||
Options Outstanding (Shares) | 25,000 | 2,608 | |||
Options Exercisable (Shares) | 25,000 | 2,608 | |||
Options, Expiration Date | Jul. 26, 2022 | Sep. 12, 2021 | |||
Stock Option Eight [Member] | |||||
Options Exercise Price | $ 3.9000 | $ 6.4025 | |||
Options Outstanding (Shares) | 395,000 | 27,692 | |||
Options Exercisable (Shares) | 395,000 | 27,692 | |||
Options, Expiration Date | Jan. 17, 2022 | Aug. 18, 2020 | |||
Stock Option Nine [Member] | |||||
Options Exercise Price | $ 4.5000 | $ 6.4025 | |||
Options Outstanding (Shares) | 7,222 | 129,231 | |||
Options Exercisable (Shares) | 7,222 | 129,231 | |||
Options, Expiration Date | Sep. 2, 2021 | Aug. 18, 2022 | |||
Stock Option Ten [Member] | |||||
Options Exercise Price | $ 5.6875 | $ 6.4025 | |||
Options Outstanding (Shares) | 89,686 | 261,789 | |||
Options Exercisable (Shares) | 89,686 | 261,789 | |||
Options, Expiration Date | Jun. 30, 2020 | Aug. 18, 2025 | |||
Stock Option Eleven [Member] | |||||
Options Exercise Price | $ 5.7500 | $ 6.8250 | |||
Options Outstanding (Shares) | 2,608 | 8,791 | |||
Options Exercisable (Shares) | 2,608 | 8,791 | |||
Options, Expiration Date | Sep. 12, 2021 | Dec. 11, 2020 | |||
Stock Option Twelve[Member] | |||||
Options Exercise Price | $ 6.4025 | $ 7.3775 | |||
Options Outstanding (Shares) | 27,692 | 523,077 | |||
Options Exercisable (Shares) | 27,692 | 523,077 | |||
Options, Expiration Date | Aug. 18, 2020 | Mar. 31, 2021 | |||
Stock Option Thirteen [Member] | |||||
Options Exercise Price | $ 6.4025 | $ 8.1250 | |||
Options Outstanding (Shares) | 129,231 | 169,231 | |||
Options Exercisable (Shares) | 129,231 | 169,231 | |||
Options, Expiration Date | Aug. 18, 2022 | Jun. 30, 2022 | |||
Stock Option Fourteen [Member] | |||||
Options Exercise Price | $ 6.4025 | $ 13 | |||
Options Outstanding (Shares) | 261,789 | 7,385 | |||
Options Exercisable (Shares) | 261,789 | 7,385 | |||
Options, Expiration Date | Aug. 18, 2025 | Mar. 13, 2019 | |||
Stock Option Fifteen [Member] | |||||
Options Exercise Price | $ 6.8250 | $ 13 | |||
Options Outstanding (Shares) | 8,791 | 3,846 | |||
Options Exercisable (Shares) | 8,791 | 3,846 | |||
Options, Expiration Date | Dec. 11, 2020 | Apr. 14, 2019 | |||
Stock Option Sixteen [Member] | |||||
Options Exercise Price | $ 7.3775 | $ 13.9750 | |||
Options Outstanding (Shares) | 523,077 | 3,385 | |||
Options Exercisable (Shares) | 523,077 | 3,385 | |||
Options, Expiration Date | Mar. 31, 2021 | Mar. 14, 2024 | |||
Stock Option Seventeen [Member] | |||||
Options Exercise Price | $ 8.1250 | $ 15.4700 | |||
Options Outstanding (Shares) | 169,231 | 7,755 | |||
Options Exercisable (Shares) | 169,231 | 7,755 | |||
Options, Expiration Date | Jun. 30, 2022 | Apr. 8, 2020 | |||
Stock Option Eighteen [Member] | |||||
Options Exercise Price | $ 13 | $ 15.9250 | |||
Options Outstanding (Shares) | 7,385 | 2,462 | |||
Options Exercisable (Shares) | 7,385 | 2,462 | |||
Options, Expiration Date | Mar. 13, 2019 | Feb. 28, 2024 | |||
Stock Option Nineteen [Member] | |||||
Options Exercise Price | $ 13 | $ 16.0500 | |||
Options Outstanding (Shares) | 3,846 | 46,154 | |||
Options Exercisable (Shares) | 3,846 | 46,154 | |||
Options, Expiration Date | Apr. 14, 2019 | Jul. 17, 2019 | |||
Stock Option Twenty [Member] | |||||
Options Exercise Price | $ 13.9750 | $ 16.6400 | |||
Options Outstanding (Shares) | 3,385 | 1,538 | |||
Options Exercisable (Shares) | 3,385 | 1,538 | |||
Options, Expiration Date | Mar. 14, 2024 | Jan. 29, 2020 | |||
Stock Option Twenty One [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 Two [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 Three [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 Four [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 Five [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 Six [Member] | |||||
Options Exercise Price | $ 19.5000 | ||||
Options Outstanding (Shares) | 6,410 | ||||
Options Exercisable (Shares) | 6,410 | ||||
Options, Expiration Date | Aug. 10, 2022 | ||||
Stock Option Twenty Seven [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 Eight [Member] | |||||
Options Exercise Price | $ 19.5000 | ||||
Options Outstanding (Shares) | 6,410 | ||||
Options Exercisable (Shares) | 6,410 | ||||
Options, Expiration Date | Aug. 10, 2022 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 09, 2017 | Mar. 28, 2017 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2013 |
Accrued compensation | $ 2,557,083 | ||||||||
Stock option exercisable term | 10 years | 4 years 6 months | |||||||
Stock option exercise price per share | $ 1.45 | $ 3.5855 | $ 3.7634 | $ 6.0125 | $ 7.6515 | ||||
Options exercisable shares of common stock | 1,772,055 | 4,323,317 | 3,996,167 | 2,046,749 | 1,307,749 | ||||
Number of common stock shares issued | $ 2,475,561 | $ 195,750 | |||||||
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 | ||||||||
Aurora Capital LLC [Member] | |||||||||
Reimbursement for legal fees accrued | $ 85,000 | ||||||||
Cash placement agent fees | $ 20,000 | ||||||||
Common stock purchase warrants, shares | 8,000 | ||||||||
Common stock warrant for cash | $ 27,648 | $ 27,648 | |||||||
Board of Directors [Member] | |||||||||
Cash bonuses | $ 215,000 | ||||||||
Executive Officers [Member] | |||||||||
Cash bonuses | 195,000 | ||||||||
Independent [Member] | |||||||||
Cash bonuses | 20,000 | ||||||||
Dr. Arnold S.Lippa [Member] | |||||||||
Cash bonuses | 75,000 | ||||||||
Cash compensation | 12,500 | ||||||||
Accrued compensation | $ 807,497 | ||||||||
Options exercisable shares of common stock | 559,595 | ||||||||
Jeff E. Margolis [Member] | |||||||||
Cash bonuses | 60,000 | ||||||||
Cash compensation | 10,000 | ||||||||
Accrued compensation | $ 560,876 | ||||||||
Options exercisable shares of common stock | 388,687 | ||||||||
Jeff E. Margolis [Member] | Employment Agreements [Member] | |||||||||
Cash bonuses | 60,000 | ||||||||
Excess of financing cost | 100,000 | ||||||||
Jeff E. Margolis [Member] | Employment Agreements [Member] | Additional [Member] | |||||||||
Excess of financing cost | 250,000 | ||||||||
Jeff E. Margolis [Member] | Employment Agreements [Member] | Minimum [Member] | |||||||||
Cash bonuses | $ 15,000 | ||||||||
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 | ||||||||
Dr. James S. Manuso [Member] | |||||||||
Accrued compensation | $ 878,360 | ||||||||
Options exercisable shares of common stock | 608,704 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Feb. 26, 2018USD ($) | Dec. 09, 2017USD ($)$ / sharesshares | Jan. 18, 2017USD ($) | Oct. 26, 2016USD ($) | Jul. 21, 2016USD ($) | Jan. 12, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Aug. 18, 2015USD ($)shares | Aug. 18, 2015USD ($)shares | Oct. 15, 2014USD ($) | Jun. 27, 2014USD ($) | Mar. 31, 2011USD ($) | Mar. 31, 2010USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Apr. 05, 2018USD ($) | Dec. 31, 2016$ / sharesshares | Jul. 28, 2016USD ($) | Oct. 30, 2015USD ($) |
Unpaid investment banking services | $ 225,000 | ||||||||||||||||||||||
Arbitrator awarded amount | $ 146,082 | ||||||||||||||||||||||
Attorneys' fees and costs | $ 47,937 | ||||||||||||||||||||||
Accrued interest | $ 5,239 | ||||||||||||||||||||||
Cash fee | $ 5,000 | $ 20,000 | |||||||||||||||||||||
Cash compensation expense | $ 2,557,083 | ||||||||||||||||||||||
Percentage of annual bonus from base salary | 4.50% | ||||||||||||||||||||||
Stock options to purchase | shares | 4,323,317 | 2,046,749 | 4,323,317 | 2,046,749 | 3,996,167 | 1,307,749 | |||||||||||||||||
Stock option exercisable term | 10 years | 4 years 6 months | |||||||||||||||||||||
Stock option exercise price per share | $ / shares | $ 1.45 | $ 3.5855 | $ 6.0125 | $ 3.5855 | $ 6.0125 | $ 3.7634 | $ 7.6515 | ||||||||||||||||
Options exercisable shares of common stock | shares | 1,772,055 | 4,323,317 | 2,046,749 | 4,323,317 | 2,046,749 | 3,996,167 | 1,307,749 | ||||||||||||||||
Number of common stock shares issued | $ 2,475,561 | $ 195,750 | |||||||||||||||||||||
Accounts payable | $ 124,025 | ||||||||||||||||||||||
Research and development expenses | $ 173,036 | $ 188,506 | 478,262 | $ 1,147,633 | |||||||||||||||||||
Principal cash obligations and commitments | 1,380,150 | 1,380,150 | |||||||||||||||||||||
Next Five Fiscal Years [Member] | |||||||||||||||||||||||
Principal cash obligations and commitments | 1,086,200 | 1,086,200 | |||||||||||||||||||||
Jeff E. Margolis [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 560,876 | ||||||||||||||||||||||
Cash bonuses | $ 60,000 | ||||||||||||||||||||||
Options exercisable shares of common stock | shares | 388,687 | ||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 807,497 | ||||||||||||||||||||||
Cash bonuses | 75,000 | ||||||||||||||||||||||
Options exercisable shares of common stock | shares | 559,595 | ||||||||||||||||||||||
Dr. James S. Manuso [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 878,360 | ||||||||||||||||||||||
Options exercisable shares of common stock | shares | 608,704 | ||||||||||||||||||||||
James E. Sapirstein [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 55,000 | ||||||||||||||||||||||
Cash bonuses | 10,000 | ||||||||||||||||||||||
Options exercisable shares of common stock | shares | 38,114 | ||||||||||||||||||||||
Kathryn MacFarlane [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 | ||||||||||||||||||||||
Employment and Consulting Agreements [Member] | |||||||||||||||||||||||
Cash compensation expense | |||||||||||||||||||||||
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 | ||||||||||||||||||||||
Employment Agreements [Member] | Jeff E. Margolis [Member] | |||||||||||||||||||||||
Cash bonuses | 60,000 | ||||||||||||||||||||||
Excess of financing cost | 100,000 | ||||||||||||||||||||||
Employment Agreements [Member] | Jeff E. Margolis [Member] | Additional [Member] | |||||||||||||||||||||||
Excess of financing cost | 250,000 | ||||||||||||||||||||||
Employment Agreements [Member] | Minimum [Member] | Jeff E. Margolis [Member] | |||||||||||||||||||||||
Cash bonuses | $ 15,000 | ||||||||||||||||||||||
Recurring Cash Compensation Accrued Pursuant Amended Agreement [Member] | |||||||||||||||||||||||
Cash compensation expense | 80,400 | 54,150 | 241,200 | 188,700 | |||||||||||||||||||
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 | 25,000 | 25,000 | 50,000 | 75,000 | |||||||||||||||||||
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] | 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] | Minimum [Member] | |||||||||||||||||||||||
Minimum annual royalty payment amount | $ 100,000 | $ 100,000 | |||||||||||||||||||||
Percentage of royalty on net sale | 4.00% | ||||||||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | ||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Sale Of Product [Member] | |||||||||||||||||||||||
Minimum annual royalty payment amount | $ 150,000 | ||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Commercial Sale Of Product [Member] | |||||||||||||||||||||||
Minimum annual royalty payment amount | 200,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Research and development expenses | 0 | 0 | |||||||||||||||||||||
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 | ||||||||||||||||||||||
Duke University Clinical Trial Agreement [Member] | |||||||||||||||||||||||
Amount payable | $ 678,327 | $ 678,327 | |||||||||||||||||||||
Budgeted cost | $ 35,958 | ||||||||||||||||||||||
Richard Purcell [Member] | DNA Healthlink, Inc [Member] | |||||||||||||||||||||||
Cash compensation expense | 75,000 | ||||||||||||||||||||||
Richard Purcell [Member] | DNA Healthlink, Inc [Member] | |||||||||||||||||||||||
Cash fee | $ 12,500 | ||||||||||||||||||||||
Cash compensation expense | 37,500 | 37,500 | 75,000 | ||||||||||||||||||||
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 | |||||||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | ||||||||||||||||||||||
Dr. Manuso [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 878,360 | $ 103,650 | 103,650 | $ 310,950 | 207,300 | ||||||||||||||||||
Stock options to purchase | shares | 608,704 | 608,704 | |||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 300,000 | $ 84,900 | $ 84,900 | $ 254,700 | $ 169,800 | ||||||||||||||||||
Percentage of annual bonus from base salary | 50.00% | ||||||||||||||||||||||
Stock options to purchase | shares | 30,769 | 30,769 | |||||||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||||||
President And Chief Executive Officer [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 94,758 | ||||||||||||||||||||||
Dr. Lippa [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 807,497 | ||||||||||||||||||||||
Stock options to purchase | shares | 559,595 | 559,595 | |||||||||||||||||||||
Mr Margolis [Member] | |||||||||||||||||||||||
Cash compensation expense | $ 195,000 | ||||||||||||||||||||||
Stock options to purchase | shares | 30,769 | 30,769 | |||||||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||||||||
Maximum health coverage amount per month | 1,000 | ||||||||||||||||||||||
Mr Margolis [Member] | Minimum [Member] | |||||||||||||||||||||||
Bonuses | 65,000 | $ 65,000 | |||||||||||||||||||||
Mr Margolis [Member] | Maximum [Member] | |||||||||||||||||||||||
Bonuses | $ 125,000 | $ 125,000 | |||||||||||||||||||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Principal Cash Obligations and Commitments (Details) | Sep. 30, 2018USD ($) | |
2,018 | $ 1,086,200 | |
2,019 | 190,300 | |
2,020 | 595,900 | |
2,021 | 100,000 | |
2,022 | 100,000 | |
Total | 100,000 | |
License Agreements [Member] | ||
2,018 | 425,000 | |
2,019 | 25,000 | |
2,020 | 100,000 | |
2,021 | 100,000 | |
2,022 | 100,000 | |
Total | 100,000 | |
Employment and Consulting Agreements [Member] | ||
2,018 | 661,200 | [1] |
2,019 | 165,300 | [1] |
2,020 | 495,900 | [1] |
2,021 | [1] | |
2,022 | [1] | |
Total | [1] | |
[1] | The payment of such amounts has been deferred indefinitely, as described above at "Employment Agreements". 2018 obligations include three months of employment agreement obligations for Dr. Lippa and Mr. Margolis as their employment contracts renewed on September 30, 2018 and 2019 obligations include nine months of obligations through September 30, 2019. |