Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 15, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | EVOLUTIONARY GENOMICS, INC. | ||
Entity Central Index Key | 884,363 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 201,277 | ||
Entity Common Stock, Shares Outstanding | 7,894,111 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 3,823 | $ 459,583 |
Accounts receivable | 16,148 | 40,631 |
Trading securities | 257,698 | 269,694 |
Prepaid expenses | 22,094 | 16,041 |
Total current assets | 299,763 | 785,949 |
Non-current assets | ||
Property and equipment, net | 138,826 | 164,334 |
Intangible assets, net | 2,560,317 | 32,007 |
Investment in VetDC, Inc. | $ 171,924 | 201,924 |
Equity investment in EG I, LLC | 174,131 | |
Total non-current assets | $ 2,871,067 | 572,396 |
Total assets | 3,170,830 | 1,358,345 |
Current liabilities | ||
Accounts payable and accrued expenses | 139,850 | 59,500 |
Billings in excess of costs | 113,902 | 116,965 |
Total current liabilities | $ 253,752 | $ 176,465 |
Commitments and contingencies | ||
Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 authorized, and no shares issued outstanding at December 31, 2015; 10,000,000 authorized at December 31, 2014; Series B-2 Convertible Preferred Stock, $0.001 par value; 2,500,000 shares authorized, 1,219,244 shares issued and outstanding at December 31, 2014; liquidation preference of $1,341,168 | $ 1,341,168 | |
Stockholders' equity | ||
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 and 4,662,654 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 5,882 | 3,853 |
Additional paid-in capital | 12,699,467 | 9,340,428 |
Accumulated deficit | (9,788,271) | (9,502,272) |
Total Evolutionary Genomics, Inc. stockholders' equity (deficit) | $ 2,917,078 | (157,991) |
Non-controlling interest | (1,297) | |
Total equity (deficit) | $ 2,917,078 | (159,288) |
Total liabilities and stockholders' equity | $ 3,170,830 | $ 1,358,345 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 20,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | |
Preferred stock, outstanding shares | 0 | |
Preferred stock, liquidation preference | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 780,000,000 | 780,000,000 |
Common stock, issued shares | 5,881,898 | 4,662,654 |
Common stock, outstanding shares | 5,881,898 | 4,662,654 |
Series B-2 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, authorized shares | 2,500,000 | |
Preferred stock, issued shares | 1,219,244 | |
Preferred stock, outstanding shares | 1,219,244 | |
Preferred stock, liquidation preference | $ 1,341,168 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Service revenue | $ 262,924 | $ 348,031 |
Cost of services sold | 146,576 | 540,133 |
Gross profit (loss) | 116,348 | (192,102) |
Operating expenses | ||
Research and development | 416,160 | 115,725 |
Salaries and benefits | 128,929 | 212,021 |
General and administrative | 294,117 | 470,569 |
Total operating expenses | 839,206 | 798,315 |
Operating (loss) | (722,858) | (990,417) |
Other income (expenses): | ||
Investment income | 57 | $ 775 |
Gain on investment in EG I, LLC | 473,203 | |
Realized loss on the sale of investments | (14,786) | |
Unrealized gain (loss) on trading securities | 25,049 | $ (328,139) |
Equity method investment losses of EG I, LLC | (46,664) | (82,483) |
Total other income (expenses) | 436,859 | (409,847) |
Net (loss) income | $ (285,999) | (1,400,264) |
Net loss attributable to non-controlling interest | 1,297 | |
Net loss attributable to common shareholders | $ (285,999) | $ (1,398,967) |
Net loss per common share, basic and diluted | $ (0.06) | $ (0.31) |
Weighted average common shares outstanding, basic and diluted | 4,906,503 | 4,529,537 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Minority Interest [Member] | Total |
Balance at Dec. 31, 2013 | $ 3,035 | $ 7,465,585 | $ (8,103,305) | $ (634,685) | |
Balance, shares at Dec. 31, 2013 | 3,034,857 | ||||
Issuance of Common Stock | $ 657 | 1,970,346 | 1,971,003 | ||
Issuance of Common Stock, shares | 657,001 | ||||
Common Stock issued on option exercise | $ 120 | 65,880 | $ 66,000 | ||
Common Stock issued on option exercise, shares | 120,000 | 120,000 | |||
Common Stock issued on warrant exercise | $ 3 | 3,634 | $ 3,637 | ||
Common Stock issued on warrant exercise, shares | 3,306 | ||||
Common Stock issued to consultant | $ 20 | 21,980 | 22,000 | ||
Common Stock issued to consultant, shares | 20,000 | ||||
Stock compensation | $ 18 | 68,003 | 68,021 | ||
Stock compensation, shares | 18,000 | ||||
Distribtuion to Fona Shareholders in connection with purchase of Fona, Inc. | (255,000) | (255,000) | |||
Net (loss) | (1,398,967) | $ (1,297) | (1,400,264) | ||
Balance at Dec. 31, 2014 | $ 3,853 | 9,340,428 | (9,502,272) | (1,297) | $ (159,288) |
Balance, shares at Dec. 31, 2014 | 3,853,164 | 4,662,654 | |||
Stock compensation | 8,929 | $ 8,929 | |||
Shares issued for Acquisition of EG I, LLC | $ 777 | 2,010,161 | 2,010,938 | ||
Shares issued for Acquisition of EG I, LLC, shares | 777,286 | ||||
Issuance of Common Stock to Fona, Inc shareholders | $ 33 | $ 1,297 | 1,330 | ||
Issuance of Common Stock to Fona, Inc shareholders, shares | 32,204 | ||||
Conversion of Preferred Stock | $ 1,219 | 1,339,949 | 1,341,168 | ||
Conversion of Preferred Stock, shares | 1,219,244 | ||||
Net (loss) | (285,999) | (285,999) | |||
Balance at Dec. 31, 2015 | $ 5,882 | $ 12,699,467 | $ (9,788,271) | $ 2,917,078 | |
Balance, shares at Dec. 31, 2015 | 5,881,898 | 5,881,898 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (285,999) | $ (1,400,264) |
Adjustments to reconcile net (loss) to net cash flows from operating activities | ||
Depreciation and amortization | 28,111 | 10,788 |
Equity method investment losses | 46,664 | 82,483 |
Stock-based compensation | 8,929 | $ 90,021 |
Realized gain on sale of investment in VetDC, Inc. | (4,500) | |
Realized loss on sale of trading securities | 19,286 | |
Gain on investment in EG I, LLC | (473,203) | |
Unrealized (gain) or loss on trading securities | (25,049) | $ 328,139 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 24,483 | 83,833 |
Prepaid expenses | (6,053) | (10,541) |
Accounts payable and accrued expenses | 80,350 | 11,516 |
Billings in excess of costs | (3,063) | 116,965 |
Cash flows from operating activities | $ (590,044) | (687,060) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (163,641) | |
Distribution to shareholders in connection with purchase of Fona, Inc. | (255,000) | |
Investment in EG I, LLC | $ (249,280) | |
Cash received in acquisition of EG I, LLC | $ 82,025 | |
Proceeds from sale of investment in VetDC, Inc. | $ 34,500 | |
Purchase of trading securities | $ (597,833) | |
Proceeds from sale of trading securities | $ 17,759 | |
Payment of subscription payable | $ (201,924) | |
Cash flows from investing activities | $ 134,284 | (1,467,678) |
Cash flows from financing activities: | ||
Proceeds from issuance of Common Stock | 1,971,003 | |
Proceeds from exercise of Common Stock warrants | 3,637 | |
Proceeds from exercise of Common Stock options | 66,000 | |
Cash flows from financing activities | 2,040,640 | |
Net change in cash | $ (455,760) | (114,098) |
Cash, beginning of year | 459,583 | 573,681 |
Cash, end of year | 3,823 | $ 459,583 |
Supplemental disclosure of non-cash investing and financing activities | ||
Stock issued in acquisition of EG I, LLC | $ 2,011,000 |
Business Activity
Business Activity | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Activity | Note 1: Business Activity Evolutionary Genomics, Inc. (the Company, We, or Our) has developed a unique technology platform, the Adapted Traits Platform (ATP), to identify commercially valuable genes that control important traits in animals and plants. We are using the ATP to identify genes to improve crop plant traits such as yield, sugar content, biomass, drought tolerance, and pest/disease resistance. Our platform identifies key genes that have changed successfully to impart new or improved traits. The Company performs its research on behalf of governmental organizations, non-profit foundations, and commercial entities and receives revenue from grants and commercial research contracts. These grants/contracts contain fixed-fee arrangements and may also have licensing provisions upon effective commercialization of research results. Successful commercialization may take many years to produce license royalty payments. Ownership of intellectual property developed in research projects varies from the Company retaining no rights to intellectual property, to joint ownership, to the Company retaining all rights. During the year ended December 31, 2014, the Company purchased 75.16% of the outstanding stock of Fona, Inc., (Fona) a public shell company for $255,000. As a public shell company does not constitute a business and the purchase was done in contemplation of a reverse merger, the Company accounted for the payment as a distribution to Fona, Inc. shareholders. The Company also entered into an Agreement and Plan of Merger (the Merger), which was consummated on October 19, 2015. Further information about these transactions can be found in Note 13. As a result of the Merger, Evolutionary Genomics, Inc. became a wholly owned subsidiary of Fona. For accounting purposes, the merger was treated as a reverse acquisition with Evolutionary Genomics, Inc. as the acquirer and Fona as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Evolutionary Genomics, Inc. Pro-forma information has not been presented as the financial information of Fona was insignificant. Subsequent to the Merger, Fona, Inc. was renamed Evolutionary Genomics Inc. In conjunction with the Merger, the Company acquired the remaining 77% of EG I, LLC. This transaction was accounted for as a business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principals of Consolidation Use of Estimates Cash Accounts Receivable: Trading Securities Property and Equipment Long-Lived Assets Intangible Assets Investment in VetDC, Inc. Billings in Excess of Costs Revenue Recognition In our Master Services Agreement with the Bill and Melinda Gates Foundation, we grant them a royalty-free license for use of intellectual property developed in low-income economies and lower-middle-income economies according to the World Bank classification and expressly excludes all of North America and Europe. The Company retains all rights to the use of intellectual property outside of these regions. Income Taxes Under the Income Tax topic of the ASC, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. The Company has no accruals for uncertain tax benefits. Stock-Based Compensation The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services received follows the provisions of ASC Topic 505-50. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendors performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Research and Development Net Loss Per Common Share Subsequent Events |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncement or Change in Accounting Principle, Current Period Disclosures [Abstract] | |
New Accounting Standards | Note 3: New Accounting Standards In November 2014, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Related to the Balance Sheet Classification of Deferred Taxes, which will require entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as non-current in a classified balance sheet. The ASU simplifies the current guidance (ASC 740-10-45-4), which requires entities to separately present DTAs and DTLs as current and non-current in a classified balance sheet. The ASU is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. The Company is evaluating the impact of the standard on its consolidated financial statements, but upon adoption it is not expected to have a material impact on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective for public companies for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of the standard on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15), which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company believes the adoption of this guidance will not have a material effect on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4: Fair Value Measurements The Company complies with the provisions of FASB ASC No. 820, Fair Value Measurements and Disclosures (ASC 820), in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under other accounting pronouncements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements also reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. ASC 820 provides three levels of the fair value hierarchy as described below: Level 1 Inputs Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Inputs Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities. Level 3 Inputs Unobservable inputs that are supported by little or no market activity. When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheets: Total Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2014 Trading securities $ 269,694 $ 269,694 $ $ $ 269,694 $ 269,694 $ $ Balance at December 31, 2015 Trading securities $ 257,698 $ 257,698 $ $ $ 257,698 $ 257,698 $ $ The following summarizes the valuation technique for assets and liabilities measured and recorded at fair value: For the Companys Level 1 measures, which represent common stock in publicly traded companies, fair value is based on the closing trade on December 31, 2015. For the Companys Level 3 measures, the Investment in VetDC, Inc. is carried at its cost basis and the Intangible asset research in progress is carried at its cost basis as explained in Note 6. The carrying value of financial instruments, including cash, receivables, accounts payable, and accrued expenses, approximates their fair value at December 31, 2015 and 2014 due to the relatively short-term nature of these instruments. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5: Property and Equipment Property and equipment is comprised of the following as of December 31, 2015 and 2014: 2015 2014 Equipment $ 329,304 $ 329,304 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 400,470 400,470 Accumulated depreciation (261,644 ) (236,136 ) Property and equipment, net $ 138,826 $ 164,334 Depreciation expense for the years ended December 31, 2015 and 2014 was $25,508 and $8,186, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6: Intangible Assets Intangible assets are comprised of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Acquired research in progress - indefinite lived $ 2,530,913 $ Patents 52,045 52,045 Accumulated amortization (22,641 ) (20,038 ) Intangible assets, net $ 2,560,317 $ 32,007 The Company expects to recognize $2,603 of amortization expense related to its patents during each of the next five years and the remaining $16,394 thereafter. Amortization expense for the patents during the years ended December 31, 2015 and 2014 was $2,603 and $2,602, respectively. In its merger completed on October 19, 2015 (Note 13), the Company acquired research in progress. The value of the acquired research in progress was based upon several factors including, evaluation of other intangible assets, the purchase price, estimated future cash flows, and the amounts expended on the research to date. Acquired research in progress is an indefinite lived intangible asset until the development phase is complete, at which time a useful life of the asset will be determined. The research in progress was the identification and validation of genes to provide pest and disease resistance to soybean plants performed by EG I, LLC. The research had been in process since November 2010 and the Company expects to complete the research and place this asset in service in early 2017. Additional expected costs to complete the research are expected to be approximately $280,000, which will be expensed as incurred. The timing and cost of additional research may vary from these estimates as the success of the research is subject to many factors outside of the Companys control. If this research is not completed within a reasonable timeframe or within estimated costs, future licensing revenue and the financial condition of the Company could be significantly impacted. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7: Income Taxes The Company has incurred net losses every year and expects to incur losses in the future. As a result, the Company did not record a federal tax provision or benefit during 2015 or 2014. Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows: Year Ended December 31, 2015 2014 Federal statutory rate 35.00 % 35.00 % Effective state rate 3.35 % 3.35 % Permanent differences: Incentive stock options -1.20 % -0.62 % Lobbying expense -8.05 % -3.01 % Meals and entertainment -0.03 % -0.02 % Valuation allowance -29.07 % -34.70 % Effective rate 0.00 % 0.00 % The components of deferred income tax assets and liabilities were as follows: December 31, 2015 2014 Deferred tax assets Loss carryforwards $ 1,447,000 $ 1,357,000 Marketable securities 116,000 126,000 Less valuation allowance (1,557,000 ) (1,474,000 ) Deferred tax assets $ 6,000 $ 9,000 Deferred tax liabilities Depreciation/amortization $ (6,000 ) $ (9,000 ) Deferred tax liabilities $ (6,000 ) $ (9,000 ) The Company records a valuation allowance for certain temporary differences for which it is more likely than not that it will not receive future tax benefits. The Company assesses its past earnings history and trends and projections of future net income. The Company recorded a valuation allowance for the entire amount of the net deferred tax asset at December 31, 2015 and 2014. The change in the valuation allowance during the years ended December 31, 2015 and 2014 was an increase of $83,000 and $486,000, respectively. The Company will continue to review this valuation allowance and make adjustments as appropriate. As of December 31, 2015 and 2014, the Company maintained federal net operating loss (NOL) carryforwards of approximately $3,772,000 and $3,565,000. Use of NOL carryforwards are limited by the provisions of section 382 of the Internal Revenue Code. As of December 31, 2015, the Company also maintained a general business tax credit carryover of approximately $200,000 related to its qualifying research and development activities. The NOL carryforwards and tax credits expire in the years 2027 through 2033. |
Stockholders' Equity and Warran
Stockholders' Equity and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity and Warrants | Note 8: Stockholders Equity and Warrants The Amended and Restated Certificate of Incorporation of the Company dated October 19, 2015 authorized the issuance of 800,000,000 shares of all classes of stock, including 780,000,000 shares of Common Stock having a par value of $0.001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.001 per share. The Board of Directors is authorized to issue shares of Preferred Stock in series and to establish the characteristics thereof. Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Balance, January 1, 2014 141,305 $ 6.60 6.75 Granted Exercised (3,306 ) Expired (10,884 ) Balance, December 31, 2014 127,115 $ 6.60 5.75 Granted Exercised Expired (13,636 ) Balance, December 31, 2015 113,479 $ 6.60 4.78 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 9: Stock-Based Compensation The Company grants stock-based instruments under the 2015 Stock Incentive Plan (Plan) for which 1,400,000 shares of the Companys Common Stock has been reserved. The Plan allows for the issuance of incentive stock options and non-qualified stock options with a maximum contractual term of 10 years. Shares and options that are cancelled reload in the Plan for future issuance. For the years ended December 31, 2015 and 2014, the Company recorded compensation costs for incentive stock options of $8,929 and $22,571, respectively. Stock options are generally issued with an exercise price at or above the estimated per-share value of the Companys Common Stock. The Company granted no options during the years ended December 31, 2015 and 2014. Additionally, during the year ended December 31, 2014, the Company granted unrestricted Common Stock to the Companys Board of Directors. The value of the grant was $45,450 and was recorded as stock-based compensation. Management has valued the options at their date of grant utilizing the Black-Scholes option pricing model. As of the issuance of the outstanding options, there was not a public market for the Companys shares. Accordingly, the Company utilized the value obtained in equity transactions with unrelated parties to estimate the fair value of the Companys Common Stock on the date of grant. Volatility of the underlying common shares was determined based on the historical volatility for similar companies that are actively traded in the public markets for a term consistent with the expected life of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options on the date of the grant. Due to the lack of sufficient historical activity, the expected life of the options was estimated using the formula set forth in Securities and Exchange Commission SAB 107 and the forfeiture rate was set at 0%. The following table summarizes the status of the Companys aggregate stock options granted: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Total Intrinsic Value Balance, January 1, 2014 340,000 $ 0.55 8.39 Granted Exercised (120,000 ) 0.55 Cancelled Balance, December 31, 2014 220,000 $ 0.55 7.39 Exercisable at December 31, 2014 120,000 $ 0.55 7.39 Balance, January 1, 2015 220,000 $ 0.55 7.39 Granted Exercised Cancelled (33,333 ) Balance, December 31, 2015 186,667 $ 0.55 6.39 $ 364,001 Exercisable at December 31, 2015 186,667 $ 0.55 6.39 $ 364,001 During each of the years ended December 31, 2015 and 2014, options for 100,000 shares vested. As of December 31, 2015, there was no unrecognized compensation cost related to share-based compensation arrangements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies Officer Indemnification Lease Commitments Royalty The Company is obligated to pay royalties to the United Soybean Board of 10% of the sale of products derived from the soybean genes that were the subject of the research performed by the Contractor or from royalties received by the Company from the sale of products by a third party not to exceed 150% of the total amount paid to the Contractor under this Agreement. The Company has recognized to date grant revenue from the contract of $262,400 as of December 31, 2015, thus limiting any future royalties as of December 31, 2015 to a total of $393,600. The Company has not accrued or paid any royalties under the terms of the Agreement as of and during the years ended December 31, 2015 and 2014 because it has not received any revenue from the sale of products to date. |
Related Parties and Transaction
Related Parties and Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties and Transactions | Note 11: Related Parties and Transactions Steve B. Warnecke: VetDC, Inc. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 12: Concentrations Revenue and Account Receivable Concentrations Considerations of Credit Risk |
Agreement and Plan of Merger
Agreement and Plan of Merger | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Agreement and Plan of Merger | Note 13: Agreement and Plan of Merger On June 6, 2014, the Company, EG I, LLC (EG I), Fona, Inc., a Nevada corporation (Fona), Fona Merger Sub, Inc., a Delaware corporation (Sub), and Fona Merger Sub, LLC, a Colorado limited liability company (Sub LLC) entered into an Agreement and Plan of Merger as amended by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 (the Merger Agreement), pursuant to which, on October 19, 2015 Sub merged with the Company and Sub LLC merged with EG I, with each the Company and EG I surviving as wholly owned subsidiaries of Fona. On October 19, 2015, Fona changed its name to Evolutionary Genomics, Inc. Pursuant to the terms of the Merger Agreement, Fona issued to stockholders of record of the Company 308,821,675 newly issued shares of Common Stock, par value $0.001 per share of Fona, giving them 86.2% of the combined company, and 47,323,188 shares of Common Stock to the members of EG I, giving them 13.3% of the combined company. The original shareholders of Fona retained 1,960,688 shares, or 0.5% of the combined company. The Mergers are intended to be a transaction or transactions described in Section 351 of the Internal Revenue Code (the Code). In addition, a 1 for 60.8826565 shares reverse split of the Common Stock took place on October 19, 2015. The acquisition of the remaining 77% of EG, I LLC was accounted for as a business combination on October 19, 2015. The outstanding shares were acquired by issuing 777,286 (post-split) shares of common stock with an estimated fair value of approximately $2,011,000. The purchase price was allocated as follows: Cash $ 82,000 In process research and development $ 2,530,000 Investment in subsidiary $ (600,670 ) The following unaudited pro forma financial information presents the combined results of the Company and EG I, LLC for the full years ended December 31, 2015 and 2014 as if the acquisition had closed on January 1, 2014 (in thousands): December 31, 2015 2014 Revenue $ 110,997 $ 1,644 Net loss $ 928,414 $ 1,748,227 Loss per share basic and diluted $ 0.16 $ 0.30 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principals of Consolidation | Principals of Consolidation |
Use of Estimates | Use of Estimates |
Cash | Cash |
Accounts Receivable | Accounts Receivable: |
Trading Securities | Trading Securities |
Property and Equipment | Property and Equipment |
Long-lived Assets | Long-Lived Assets |
Intangible Assets | Intangible Assets |
Investment in VetDC, Inc. | Investment in VetDC, Inc. |
Billings in Excess of Costs | Billings in Excess of Costs |
Revenue Recognition | Revenue Recognition In our Master Services Agreement with the Bill and Melinda Gates Foundation, we grant them a royalty-free license for use of intellectual property developed in low-income economies and lower-middle-income economies according to the World Bank classification and expressly excludes all of North America and Europe. The Company retains all rights to the use of intellectual property outside of these regions. |
Income Taxes | Income Taxes Under the Income Tax topic of the ASC, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. The Company has no accruals for uncertain tax benefits. |
Stock-Based Compensation | Stock-Based Compensation The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services received follows the provisions of ASC Topic 505-50. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendors performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
Research and Development | Research and Development |
Net Loss Per Common Share | Net Loss Per Common Share |
Subsequent Events | Subsequent Events |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheets: Total Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2014 Trading securities $ 269,694 $ 269,694 $ $ $ 269,694 $ 269,694 $ $ Balance at December 31, 2015 Trading securities $ 257,698 $ 257,698 $ $ $ 257,698 $ 257,698 $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property and equipment is comprised of the following as of December 31, 2015 and 2014: 2015 2014 Equipment $ 329,304 $ 329,304 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 400,470 400,470 Accumulated depreciation (261,644 ) (236,136 ) Property and equipment, net $ 138,826 $ 164,334 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Acquired research in progress - indefinite lived $ 2,530,913 $ Patents 52,045 52,045 Accumulated amortization (22,641 ) (20,038 ) Intangible assets, net $ 2,560,317 $ 32,007 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax rate reconciliation | Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows: Year Ended December 31, 2015 2014 Federal statutory rate 35.00 % 35.00 % Effective state rate 3.35 % 3.35 % Permanent differences: Incentive stock options -1.20 % -0.62 % Lobbying expense -8.05 % -3.01 % Meals and entertainment -0.03 % -0.02 % Valuation allowance -29.07 % -34.70 % Effective rate 0.00 % 0.00 % |
Schedule of deferred tax assets and liabilities | The components of deferred income tax assets and liabilities were as follows: December 31, 2015 2014 Deferred tax assets Loss carryforwards $ 1,447,000 $ 1,357,000 Marketable securities 116,000 126,000 Less valuation allowance (1,557,000 ) (1,474,000 ) Deferred tax assets $ 6,000 $ 9,000 Deferred tax liabilities Depreciation/amortization $ (6,000 ) $ (9,000 ) Deferred tax liabilities $ (6,000 ) $ (9,000 ) |
Stockholders' Equity and Warr25
Stockholders' Equity and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Warrants Activity | The following table summarizes the status of the Companys aggregate warrants outstanding: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Balance, January 1, 2014 141,305 $ 6.60 6.75 Granted Exercised (3,306 ) Expired (10,884 ) Balance, December 31, 2014 127,115 $ 6.60 5.75 Granted Exercised Expired (13,636 ) Balance, December 31, 2015 113,479 $ 6.60 4.78 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the status of the Companys aggregate stock options granted: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Total Intrinsic Value Balance, January 1, 2014 340,000 $ 0.55 8.39 Granted Exercised (120,000 ) 0.55 Cancelled Balance, December 31, 2014 220,000 $ 0.55 7.39 Exercisable at December 31, 2014 120,000 $ 0.55 7.39 Balance, January 1, 2015 220,000 $ 0.55 7.39 Granted Exercised Cancelled (33,333 ) Balance, December 31, 2015 186,667 $ 0.55 6.39 $ 364,001 Exercisable at December 31, 2015 186,667 $ 0.55 6.39 $ 364,001 |
Agreement and Plan of Merger (T
Agreement and Plan of Merger (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Price of EG, I, LLC | The purchase price was allocated as follows: Cash $ 82,000 In process research and development $ 2,530,000 Investment in subsidiary $ (600,670 ) |
Schedule of Pro Forma Financial Information for Acquisitions | The following unaudited pro forma financial information presents the combined results of the Company and EG I, LLC for the full years ended December 31, 2015 and 2014 as if the acquisition had closed on January 1, 2014 (in thousands): December 31, 2015 2014 Revenue $ 110,997 $ 1,644 Net loss $ 928,414 $ 1,748,227 Loss per share basic and diluted $ 0.16 $ 0.30 |
Business Activity (Details)
Business Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Distribution to shareholders in connection with purchase of Fona, Inc. | $ 255,000 | ||
Percentage of outstanding stock purchased during reverse merger with Fona, Inc. | 75.16% | ||
Eg I, LLC [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of acquisition accounted for as a business combination | 77.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Other) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | ||
Asset impairment charges |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Intangilbe Assets) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets useful lives | 20 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Investment in VetDC, Inc.) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Investment in VetDC, Inc. | $ 171,924 | $ 201,924 |
VetDC, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Value of committed investment for 201,924 shares of Series A-2 preferred stock in VetDC, Inc. | $ 201,924 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 257,698 | $ 269,694 |
Total | 257,698 | 269,694 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 257,698 | 269,694 |
Total | $ 257,698 | $ 269,694 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | ||
Total |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 400,470 | $ 400,470 |
Accumulated depreciation | (261,644) | (236,136) |
Property and equipment, net | 138,826 | 164,334 |
Depreciation expense | 25,508 | 8,186 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 329,304 | 329,304 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 63,179 | 63,179 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,987 | $ 7,987 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated amortization | $ (22,641) | $ (20,038) |
Intangible assets, net | 2,560,317 | $ 32,007 |
Acquired research in progress [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,530,913 | |
Additional expected costs to complete research | 280,000 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 52,045 | $ 52,045 |
Amortization expense | 2,603 | $ 2,602 |
Year one | 2,603 | |
Year two | 2,603 | |
Year three | 2,603 | |
Year four | 2,603 | |
Year five | 2,603 | |
After year five | $ 16,394 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Change in Valuation Allowance | $ 83,000 | $ 486,000 |
Estimated NOL Carry-forward | 3,772,000 | $ 3,565,000 |
General business tax credit carryover | $ 200,000 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL and tax credit expiration dates | Dec. 31, 2027 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL and tax credit expiration dates | Dec. 31, 2033 |
Income Taxes (Income Tax Reconc
Income Taxes (Income Tax Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 35.00% | 35.00% |
Effective state rate | 3.35% | 3.35% |
Permanent differences: | ||
Incentive stock options | (1.20%) | (0.62%) |
Lobbying expense | (8.05%) | (3.01%) |
Meals and entertainment | (0.03%) | (0.02%) |
Valuation allowance | (29.07%) | (34.70%) |
Effective rate | 0.00% | 0.00% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets | ||
Loss carryforwards | $ 1,447,000 | $ 1,357,000 |
Marketable securities | 116,000 | 126,000 |
Less valuation allowance | (1,557,000) | (1,474,000) |
Deferred tax assets | 6,000 | 9,000 |
Deferred tax liabilities | ||
Depreciation/amortization | (6,000) | (9,000) |
Deferred tax liabilities | $ (6,000) | $ (9,000) |
Stockholders' Equity and Warr39
Stockholders' Equity and Warrants (Narrative) (Details) - $ / shares | Dec. 31, 2015 | Oct. 19, 2015 | Dec. 31, 2014 |
Equity [Abstract] | |||
Capital stock, authorized shares | 800,000,000 | ||
Common stock, authorized shares | 780,000,000 | 780,000,000 | 780,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ .001 | $ 0.001 |
Stockholders' Equity and Warr40
Stockholders' Equity and Warrants (Summary of Warrants Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Warrants | |||
Warrants outstanding at beginning of period | 127,115 | 141,305 | |
Granted | |||
Exercised | (3,306) | ||
Expired | (13,636) | (10,884) | |
Warrants outstanding at end of period | 113,479 | 127,115 | 141,305 |
Weighted Average Exercise Price | |||
Warrants outstanding at beginning of period | $ 6.60 | $ 6.60 | |
Granted | |||
Exercised | |||
Expired | |||
Warrants outstanding at end of period | $ 6.60 | $ 6.60 | $ 6.60 |
Weighted Average Remaining Term (Years) | 4 years 9 months 11 days | 5 years 9 months | 6 years 9 months |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares reserved for issuance under 2015 Stock Incentive Plan | 1,400,000 | |
Expiration period for stock options | 10 years | |
Compensation costs for incentive stock options | $ 8,929 | $ 22,571 |
Stock options granted during period | ||
Value of unrestricted common stock granted to Board of Directors | $ 45,450 | |
Number of shares vested during the period | 100,000 | 100,000 |
Unrecognized compensation cost related to share-based compensation arrangements |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Options Activity) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options | |||
Balance, beginning | 220,000 | 340,000 | |
Granted | |||
Exercised | (120,000) | ||
Cancelled | (33,333) | ||
Balance, ending | 186,667 | 220,000 | 340,000 |
Exercisable | 186,667 | 120,000 | |
Outstanding, intrinsic value | $ 364,001 | ||
Exercisable, intrinsic value | $ 364,001 | ||
Weighted Average Exercise Price | |||
Balance, beginning | $ 0.55 | $ 0.55 | |
Granted | |||
Exercised | $ 0.55 | ||
Cancelled | |||
Balance, ending | $ 0.55 | $ 0.55 | $ 0.55 |
Exercisable | $ 0.55 | $ 0.55 | |
Outstanding, contractual term | 6 years 4 months 21 days | 7 years 4 months 21 days | 8 years 4 months 21 days |
Exercisable, contractual term | 6 years 4 months 21 days | 7 years 4 months 21 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Total amount of second year rent | $ 27,500 | |
Monthly rent payment owed for second year | $ 2,291 | |
Prepaid rent | $ 13,750 | |
Rent expense | $ 27,500 | $ 24,750 |
Total amount of grant revenue recognized to date | 262,400 | |
Total possible future royalties owed | $ 393,600 |
Related Parties and Transacti44
Related Parties and Transactions (Details) | Dec. 31, 2015USD ($)shares |
Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Number of common stock shares outstanding owned by related party | shares | 2,052,840 |
Percentage of common stock shares outstanding owned by related party | 34.90% |
VetDC, Inc. [Member] | |
Related Party Transaction [Line Items] | |
Value of committed investment for 201,924 shares of Series A-2 preferred stock in VetDC, Inc. | $ | $ 201,924 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)Customers | Dec. 31, 2014USD ($)Customers | |
Concentration Risk [Line Items] | ||
Maximum exposure to credit losses from customers during period | $ | $ 16,148 | $ 40,631 |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100.00% | 100.00% |
Number of customers in concentration percentage | 1 | 1 |
Gross Service Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers in concentration percentage | 2 | 2 |
Agreement and Plan of Merger (N
Agreement and Plan of Merger (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Oct. 19, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Shares issued for Acquisition of EG I, LLC | $ 2,010,938 | ||||
Evolutionary Genomics, Inc. [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Newly issued shares provided to shareholders pursuant to terms of Merger Agreement | 308,821,675 | ||||
Common stock, par value | $ 0.001 | ||||
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement | 86.20% | ||||
Eg I, LLC [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Newly issued shares provided to shareholders pursuant to terms of Merger Agreement | 47,323,188 | ||||
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement | 13.30% | ||||
Percentage of acquisition accounted for as a business combination | 77.00% | ||||
Shares issued for Acquisition of EG I, LLC, shares | 777,286 | ||||
Shares issued for Acquisition of EG I, LLC | $ 2,011,000 | ||||
Fona, Inc. [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement | 0.50% | ||||
Number of shares to be retained by original shareholders pursuant to merger agreement | 1,960,688 |
Agreement and Plan of Merger (P
Agreement and Plan of Merger (Purchase Price Allocation) (Details) | Oct. 19, 2015USD ($) |
Business Combinations [Abstract] | |
Cash | $ 82,000 |
In process research and development | 2,530,000 |
Investment in subsidiary | $ (600,670) |
Agreement and Plan of Merger (U
Agreement and Plan of Merger (Unaudited Proforma Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Revenue | $ 110,997 | $ 1,644 |
Net loss | $ 928,414 | $ 1,748,227 |
Loss per share basic and diluted | $ 0.16 | $ 0.30 |