Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | EVOLUTIONARY GENOMICS, INC. |
Entity Central Index Key | 884,363 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 5,881,898 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,017 |
Condensed and Consolidated Bala
Condensed and Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 91,738 | $ 2,057,548 |
Accounts receivable | 9,289 | |
Trading securities | 1,288,998 | 64,299 |
Prepaid expenses | 16,439 | 22,414 |
Total current assets | 1,397,175 | 2,153,550 |
Non-current assets | ||
Property and equipment, net | 185,601 | 205,726 |
Intangible assets, net | 4,042,097 | 4,043,398 |
Total non-current assets | 4,227,698 | 4,249,124 |
Total assets | 5,624,873 | 6,402,674 |
Current liabilities | ||
Accounts payable and accrued expenses | 11,841 | 46,064 |
Total current liabilities | 11,841 | 46,064 |
Long-term liabilities | ||
Deferred tax liability | 1,485,683 | 1,485,683 |
Total liabilities | 1,497,524 | 1,531,747 |
Commitments and contingencies | ||
Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 authorized at June 30, 2017 and December 31, 2016 Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000 shares authorized, 577,063 shares issued and outstanding at June 30, 2017 and December 31, 2016; liquidation preference of $3,347,311 | 3,029,579 | 3,029,579 |
Stockholders' equity | ||
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 5,882 | 5,882 |
Preferred Stock | 317,732 | 196,549 |
Additional paid-in capital | 12,510,637 | 12,579,212 |
Accumulated deficit | (11,736,481) | (10,940,295) |
Total stockholders' equity | 1,097,770 | 1,841,348 |
Total liabilities and stockholders' equity | $ 5,624,873 | $ 6,402,674 |
Condensed and Consolidated Bal3
Condensed and Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
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 | 5,881,898 |
Common stock, outstanding shares | 5,881,898 | 5,881,898 |
Series A-1 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 600,000 | 600,000 |
Preferred stock, issued shares | 577,063 | 577,063 |
Preferred stock, outstanding shares | 577,063 | 577,063 |
Preferred stock, liquidation preference | $ 3,347,311 |
Condensed and Consolidated Stat
Condensed and Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Service and grant revenue | $ 6,010 | $ 50,255 | $ 32,690 | $ 118,239 |
Operating expenses | ||||
Research and development | 137,818 | 139,458 | 507,381 | 309,042 |
Salaries and benefits | 62,467 | 84,876 | 147,611 | 125,466 |
General and administrative | 55,947 | 79,717 | 150,076 | 156,863 |
Total operating expenses | 256,232 | 304,051 | 805,068 | 591,371 |
Operating (loss) | (250,222) | (253,796) | (772,378) | (473,132) |
Other income (expenses): | ||||
Investment income | 2,626 | 3,312 | 3,270 | 4,512 |
Realized (loss) gain on the sale of investments | (273) | 8,699 | ||
Unrealized gain (loss) on trading securities | (19,921) | (68,791) | (27,078) | (150,643) |
Total other (expenses) | (17,295) | (65,752) | (23,808) | (137,432) |
Net loss | (267,517) | (319,548) | (796,186) | (610,564) |
Preferred stock dividend | (60,591) | (58,592) | (121,183) | (72,076) |
Net loss attributable to common stockholders | $ (328,108) | $ (378,140) | $ (917,369) | $ (682,640) |
Net loss per common share, basic and diluted | $ (0.06) | $ (0.06) | $ (0.16) | $ (0.12) |
Weighted average common shares outstanding, basic and diluted | 5,881,898 | 5,881,898 | 5,881,898 | 5,881,898 |
Condensed and Consolidated Sta5
Condensed and Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (796,186) | $ (610,564) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation and amortization | 21,426 | 17,411 |
Stock-based compensation | 52,608 | 37,966 |
Realized gain on the sale of trading securities | (8,699) | |
Unrealized loss on trading securities | 27,078 | 150,643 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,289 | (33,146) |
Prepaid expenses | 5,975 | 3,296 |
Accounts payable and accrued expenses | (34,223) | (124,633) |
Billings in excess of costs | (49,982) | |
Cash flows from operating activities | (714,033) | (617,708) |
Cash flows from investing activities: | ||
Purchase of equipment | (103,196) | |
Proceeds from sale of investments | 718,184 | |
Proceeds from sale of investment in VetDC, Inc. | 55,000 | |
Purchase of trading securities, net | (1,251,777) | (2,672,802) |
Cash flows from investing activities | (1,251,777) | (2,002,814) |
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred Stock, net of offering expense | 2,904,033 | |
Cash flows from financing activities | 2,904,033 | |
Net change in cash | (1,965,810) | 283,511 |
Cash, beginning of period | 2,057,548 | 3,823 |
Cash, end of period | 91,738 | 287,334 |
Supplemental cash flow information | ||
Preferred stock dividend accrual | $ 121,183 | $ 72,076 |
Business Activity
Business Activity | 6 Months Ended |
Jun. 30, 2017 | |
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 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 2014, the Company purchased 75.16% of the outstanding stock of Fona, Inc., (Fona) a public shell company. Since Fona was a public shell company which 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. 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. Subsequent to the Merger, Fona, Inc. was renamed Evolutionary Genomics, Inc. and our subsidiary was renamed from Evolutionary Genomics, Inc. to EG Crop Science, Inc. On May 9, 2016, we formed ICAM Therapeutics, Inc. (a Delaware corporation) as a wholly owned subsidiary of Evolutionary Genomics, Inc. We have not incurred any transactions in this company nor have we established any business plan for the future. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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 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 | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | Note 3: New Accounting Standards Recently Adopted Accounting Standards 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 adoption of this guidance did not have an impact on the condensed and consolidated financial statements. 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. Adoption has not had a material impact on the condensed and consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, "CompensationStock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We have adopted this standard. Recently Issued Accounting Standards In May 2014, and further amended in August 2015, March 2016 and April 2016, ASUs No. 2014-09, No. 2015-14, No. 2016-08, and No. 2016-10 were issued related to revenue from contracts with customers which supersedes existing revenue recognition guidance. In August 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. The core principle of the comprehensive new guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The guidance defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The new standard permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company will apply the retrospective method and expects incremental disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of adoption. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, this ASU requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. The Company is currently assessing the impact this guidance will have on its condensed and consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4: Fair Value Measurements The Company complies with the provisions of 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 condensed and 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, 2016 Trading securities $ 64,299 $ 64,299 $ $ $ 64,299 $ 64,299 $ $ Balance at June 30, 2017 Trading securities $ 1,288,998 $ 1,288,998 $ $ $ 1,288,998 $ 1,288,998 $ $ 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, treasury bonds or bank certificates of deposit, fair value is based on the last closing trade occurring on, or closest to, the respective period end date. The carrying value of financial instruments, including cash, receivables, accounts payable, and accrued expenses, approximates their fair value at June 30, 2017 and December 31, 2016 due to the relatively short-term nature of these instruments. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5: Property and Equipment Property and equipment is comprised of the following: June 30, December 31, 2017 2016 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (318,064 ) (297,939 ) Property and equipment, net $ 185,601 $ 205,726 Depreciation expense for the six months ended June 30, 2017 and 2016 was $20,125 and $16,109, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6: Intangible Assets Intangible assets are comprised of the following: June 30, December 31, 2017 2016 Acquired research in progress - indefinite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (26,544 ) (25,243 ) Intangible assets, net $ 4,042,097 $ 4,043,398 The Company expects to recognize $2,603 of amortization expense related to its patents during each of the next five years and the remaining $12,486 thereafter. Amortization expense for the patents during the six months ended June 30, 2017 and 2016 was $1,301 and $1,301, respectively. In its merger completed on October 19, 2015, 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 late 2017. Additional costs to complete the research are expected to be approximately $260,424, 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. |
Stockholders' Equity and Warran
Stockholders' Equity and Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Warrants | Note 7: 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, 600,000 of which were designated as Series A-1 Convertible Preferred Stock (Series A-1). The Board of Directors, without a vote of the shareholders, is authorized to issue additional shares of Preferred Stock in series and to establish the characteristics thereof. Liquidation Conversion Optional Redemption; Sinking Fund Account: Dividends Voting Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Balance, January 1, 2016 113,479 $ 6.60 4.78 Granted Exercised Expired Balance, December 31, 2016 113,479 $ 6.60 3.78 Granted Exercised Expired (2,595 ) 6.60 Balance, June 30, 2017 110,884 $ 6.60 3.38 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 8: 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 six months ended June 30, 2017 and 2016, the Company recorded compensation costs for incentive stock options of $52,608 and $37,966, 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 six months ended June 30, 2017 and 380,000 options at exercises prices of $3.00 and $3.50 per share during the six months ended June 30, 2016. 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. 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, 2016 186,667 $ 0.55 7.39 Granted 380,000 3.21 10.00 Exercised Cancelled Balance, December 31, 2016 566,667 $ 2.33 7.95 Exercisable at December 31, 2016 216,667 $ 0.89 7.95 Balance, January 1, 2017 566,667 $ 2.33 7.95 Granted Exercised Cancelled Balance, June 30, 2017 566,667 $ 2.33 7.45 $ 85,867 Exercisable at June 30, 2017 333,334 $ 1.71 6.68 $ 85,867 During the six months ended June 30, 2017 and 2016, options for 116,667 and 0 shares vested, respectively. As of June 30, 2017, there was $169,706 unrecognized compensation cost related to share-based compensation arrangements that will be recognized over the next 23 months. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9: 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 June 30, 2017, thus limiting any future royalties as of June 30, 2017 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 six months ended June 30, 2017 and 2016 because it has not received any revenue from the sale of products to date. |
Related Parties and Transaction
Related Parties and Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties and Transactions | Note 10: Related Parties and Transactions Steve B. Warnecke: VetDC, Inc.: |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 11: Concentrations Revenue and Account Receivable Concentrations Considerations of Credit Risk |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 |
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) | 6 Months Ended |
Jun. 30, 2017 | |
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 condensed and 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, 2016 Trading securities $ 64,299 $ 64,299 $ $ $ 64,299 $ 64,299 $ $ Balance at June 30, 2017 Trading securities $ 1,288,998 $ 1,288,998 $ $ $ 1,288,998 $ 1,288,998 $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment is comprised of the following: June 30, December 31, 2017 2016 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (318,064 ) (297,939 ) Property and equipment, net $ 185,601 $ 205,726 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following: June 30, December 31, 2017 2016 Acquired research in progress - indefinite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (26,544 ) (25,243 ) Intangible assets, net $ 4,042,097 $ 4,043,398 |
Stockholders' Equity and Warr21
Stockholders' Equity and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Warrants Activity | Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Balance, January 1, 2016 113,479 $ 6.60 4.78 Granted Exercised Expired Balance, December 31, 2016 113,479 $ 6.60 3.78 Granted Exercised Expired (2,595 ) 6.60 Balance, June 30, 2017 110,884 $ 6.60 3.38 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2016 186,667 $ 0.55 7.39 Granted 380,000 3.21 10.00 Exercised Cancelled Balance, December 31, 2016 566,667 $ 2.33 7.95 Exercisable at December 31, 2016 216,667 $ 0.89 7.95 Balance, January 1, 2017 566,667 $ 2.33 7.95 Granted Exercised Cancelled Balance, June 30, 2017 566,667 $ 2.33 7.45 $ 85,867 Exercisable at June 30, 2017 333,334 $ 1.71 6.68 $ 85,867 |
Business Activity (Details)
Business Activity (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of outstanding stock purchased during reverse merger with Fona, Inc. | 75.16% |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Other) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | |||
Asset impairment charges |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Intangible Assets) (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets useful lives | 20 years |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Net Loss Per Common Share) (Details) | 6 Months Ended |
Jun. 30, 2017shares | |
Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive shares excluded from earnings per share calculation | 577,063 |
Stock Options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive shares excluded from earnings per share calculation | 566,667 |
Common Stock and Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive shares excluded from earnings per share calculation | 110,884 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 1,288,998 | $ 64,299 |
Total | 1,288,998 | 64,299 |
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 | 1,288,998 | 64,299 |
Total | 1,288,998 | 64,299 |
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 ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 503,665 | $ 503,665 | |
Accumulated depreciation | (318,064) | (297,939) | |
Property and equipment, net | 185,601 | 205,726 | |
Depreciation expense | 20,125 | $ 16,109 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 432,499 | 432,499 | |
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 ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, accumulated amortization | $ (26,544) | $ (25,243) | |
Intangible assets, net | 4,042,097 | 4,043,398 | |
Acquired research in progress [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 4,016,596 | 4,016,596 | |
Additional expected costs to complete research | 260,424 | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 52,045 | $ 52,045 | |
Amortization expense | 1,301 | $ 1,301 | |
Year one | 2,603 | ||
Year two | 2,603 | ||
Year three | 2,603 | ||
Year four | 2,603 | ||
Year five | 2,603 | ||
After year five | $ 12,486 |
Stockholders' Equity and Warr31
Stockholders' Equity and Warrants (Narrative) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Oct. 19, 2015 | |
Class of Stock [Line Items] | |||
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 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ .001 |
Series A-1 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 600,000 | 600,000 | 600,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Stated per share value of preferred stock | 5.25 | ||
Liquidation preference per share | $ 5.25 | ||
Dividend rate | 8.00% | ||
Dividends accrued | $ 317,732 |
Stockholders' Equity and Warr32
Stockholders' Equity and Warrants (Summary of Warrants Activity) (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Warrants | |||
Warrants outstanding at beginning of period | 113,479 | 113,479 | |
Granted | |||
Exercised | |||
Expired | (2,595) | ||
Warrants outstanding at end of period | 110,884 | 113,479 | 113,479 |
Weighted Average Exercise Price | |||
Warrants outstanding at beginning of period | $ 6.60 | $ 6.60 | |
Granted | |||
Exercised | |||
Expired | 6.60 | ||
Warrants outstanding at end of period | $ 6.60 | $ 6.60 | $ 6.60 |
Weighted Average Remaining Term (Years) | 3 years 4 months 17 days | 3 years 9 months 11 days | 4 years 9 months 11 days |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
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 | $ 52,608 | $ 37,966 | |
Stock options granted during period | 380,000 | 380,000 | |
Options granted during period exercise price | $ 3.50 | $ 3.21 | |
Number of shares vested during the period | 116,667 | 0 | |
Unrecognized compensation cost related to share-based compensation arrangements | $ 169,706 | ||
Unrecognized compensation cost period of recognition | 23 months |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Options Activity) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | ||||
Balance, beginning | 566,667 | 186,667 | 186,667 | |
Granted | 380,000 | 380,000 | ||
Exercised | ||||
Cancelled | ||||
Balance, ending | 566,667 | 566,667 | 186,667 | |
Exercisable | 333,334 | 216,667 | ||
Outstanding, intrinsic value | $ 85,867 | |||
Exercisable, intrinsic value | $ 85,867 | |||
Weighted Average Exercise Price | ||||
Balance, beginning | $ 2.33 | $ 0.55 | $ 0.55 | |
Granted | $ 3.50 | 3.21 | ||
Exercised | ||||
Cancelled | ||||
Balance, ending | 2.33 | 2.33 | $ 0.55 | |
Exercisable | $ 1.71 | $ 0.89 | ||
Outstanding, contractual term | 7 years 5 months 12 days | 7 years 11 months 12 days | 7 years 4 months 21 days | |
Exercisable, contractual term | 6 years 8 months 5 days | 7 years 11 months 12 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Monthly rent payment | $ 2,378 | |
Rent expense | 14,267 | $ 13,750 |
Total amount of grant revenue recognized to date | 262,400 | |
Total possible future royalties owed | 393,600 | |
Accrued royalties | ||
Payments for royalties |
Related Parties and Transacti36
Related Parties and Transactions (Details) - Chief Executive Officer [Member] | Jun. 30, 2017shares |
Related Party Transaction [Line Items] | |
Number of common stock shares outstanding owned by related party | 1,932,088 |
Percentage of common stock shares outstanding owned by related party | 29.90% |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017USD ($)Customers | Dec. 31, 2016USD ($)Customers | |
Concentration Risk [Line Items] | ||
Maximum exposure to credit losses from customers during period | $ | $ 0 | $ 9,289 |
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 | 1 |