(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

AsThe number of ~~February 7, 2019, there were 103,342,036~~ shares outstanding of the registrant’s common stock ~~par value $0.0001 per share, issued and outstanding.~~on October 29, 2019 was 111,950,937.

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believes,” “expects,” “hopes,” “may,” “will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,” “continue,” “seeks,” “anticipates,” and similar expressions (including their use in the negative), are intended to identify forward-looking statements. Forward looking statements can also be identified by discussions of future matters such as the development and potential commercialization of our ~~lead~~ drug ~~candidate~~candidates (including SM-88 and Tyme-18) and of other new products, technology enhancements, possible collaborations, the timing, scope and objectives of our ongoing and planned clinical trials and other statements that are not historical. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including ~~those~~ but not limited to, that the information is of a preliminary nature and may be subject to change; uncertainties inherent in research and development, including the cost and availability of acceptable quality clinical supply and the ability to achieve adequate clinical study design and start and completion dates; the possibility of unfavorable study results, including unfavorable new clinical data and additional analyses of existing data; risks associated with early, initial data, including the risk that the final data from any clinical trials may differ from prior or preliminary study data; final results of additional clinical trials that may be different from the preliminary data analysis and may not support further clinical development; that past reported data are not necessarily predictive of future patient or clinical data outcomes; whether and when any applications or other submissions for SM-88 may be filed with regulatory authorities; whether and when regulatory authorities may approve any applications or submissions; decisions by regulatory authorities regarding labeling and other matters that could affect commercial availability of SM-88; competitive developments; and the factors described in our Form 10-K for the year ended March 31, ~~2018~~2019 and in this report under “Risk Factors,” and in any subsequent filings with the United States Securities and Exchange Commission and many of which are beyond our control. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report and our Annual Report on Form 10-K for the year ended March 31, ~~2018~~2019 and subsequent reports we file from time to time may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We cannot assure you that forward-looking statements in this report or therein will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us to any other person that we will achieve our objectives and plans in any specified time frame, or at all. We disclaim any intent or duty to update any of these forward-looking statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.

The cautionary statements made in this report are intended to be applicable to all related forward-looking statements wherever they may appear in this report. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available in the future.

	December 31, 2018			March 31, 2018			September 30, 2019			March 31, 2019
	(unaudited)						(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	16,733,139		$	28,975,822		$	15,308,068		$	14,302,328
Prepaid rent		242,755			—			—			242,755
Prepaid clinical costs		510,346			—			296,682			592,134
Prepaid expenses and other current assets		286,723			732,555			406,185			1,001,898
Total current assets		17,772,963			29,708,377			16,010,935			16,139,115

Property and equipment, net of accumulated depreciation		11,675			3,239
Prepaid clinical costs		1,266,025			1,306,225
Property and equipment, net								7,772			10,363
Prepaid rent, net of current portion		161,836			—			—			101,148
Prepaid clinical costs, net of current portion								1,266,025			1,266,025
Operating lease right-of-use asset								300,682			—

Total assets	$	19,212,499		$	31,017,841		$	17,585,414		$	17,516,651

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and other current liabilities (including $181,000 and $384,000 of related party accounts payable, respectively)	$	2,295,250		$	2,817,090
Accounts payable and other current liabilities (including $104,000 and $325,000 of related party accounts payable, respectively)							$	3,248,696		$	3,692,308
Severance payable								369,497			428,240
Accrued bonuses		1,167,789			1,248,690			858,610			1,495,248
Insurance note payable		39,015			480,094			—			597,339
Operating lease liability								60,008			—
Total current liabilities		3,502,054			4,545,874			4,536,811			6,213,135
Long-term liabilities
Severance payable								1,451,726			1,635,634
Operating lease liability, net of current portion								26,661			—
Warrant liability								4,264,205			—
Total liabilities		3,502,054			4,545,874			10,279,403			7,848,769

Commitments and contingencies (see Note 8)
Commitments and contingencies (see Note 9)

Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		—			—			—			—
Common stock, $0.0001 par value, 300,000,000 shares authorized, 103,190,385 and 101,226,479 issued and outstanding at December 31, 2018 and March 31, 2018, respectively		10,322			10,125
Common stock, $0.0001 par value, 300,000,000 shares authorized, 111,950,937 issued and outstanding at September 30, 2019, 300,000,000 authorized, 103,946,048 issued and outstanding at March 31, 2019								11,197			10,397
Additional paid in capital		90,317,576			79,293,423			102,427,576			95,472,181
Accumulated deficit		(74,617,453	)		(52,831,581	)		(95,132,762	)		(85,814,696	)
Total stockholders' equity		15,710,445			26,471,967			7,306,011			9,667,882
Total liabilities and stockholders' equity	$	19,212,499		$	31,017,841		$	17,585,414		$	17,516,651

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

	Three Months Ended December 31,						Nine Months Ended December 31,						Three Months Ended September 30,						Six Months Ended September 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Revenues	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Operating expenses:
Research and development		4,525,228			2,585,991			10,979,432			6,402,270			3,117,798			3,443,516			5,838,560			6,454,203
General and administrative (including $132,000, $588,000, $794,000 and $1,559,000 of related party legal expenses, respectively)		3,550,223			2,975,274			10,827,879			7,644,476
General and administrative (including $97,000, $251,000, $249,000 and $651,000 of related party legal expenses, respectively)														3,127,454			3,569,174			6,584,178			7,277,656
Total operating expenses		8,075,451			5,561,265			21,807,311			14,046,746			6,245,252			7,012,690			12,422,738			13,731,859
Loss from operations		(8,075,451	)		(5,561,265	)		(21,807,311	)		(14,046,746	)		(6,245,252	)		(7,012,690	)		(12,422,738	)		(13,731,859	)
Other income		28,718			—			28,718			390,385
Other income (expenses):
Change in fair value of warrant liability														81,154			—			3,019,396			—
Interest income														67,259			—			147,496			—
Interest expense		(1,221	)		—			(7,279	)		—			(29,241	)		(2,430	)		(62,220	)		(6,057	)
Total other income (expenses)														119,172			(2,430	)		3,104,672			(6,057	)
Net loss	$	(8,047,954	)	$	(5,561,265	)	$	(21,785,872	)	$	(13,656,361	)	$	(6,126,080	)	$	(7,015,120	)	$	(9,318,066	)	$	(13,737,916	)
Basic and diluted loss per common share	$	(0.08	)	$	(0.06	)	$	(0.21	)	$	(0.15	)	$	(0.05	)	$	(0.07	)	$	(0.08	)	$	(0.14	)
Basic and diluted weighted average shares outstanding		103,009,449			89,929,161			101,963,833			89,499,882			111,950,937			101,647,555			111,906,981			101,438,168

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

For the ~~Nine~~Three and Six Months Ended ~~December 31,~~September 30, 2019 and 2018

														Common Stock				Additional					Total
														Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders' Equity

Balance, April 1, 2019															103,946,048	$	10,397	$	95,472,181	$	(85,814,696	)	$	9,667,882
Issuance of common stock from underwritten registered offering, net of associated expenses of $111,227															8,000,000		800		3,884,372		—			3,885,172
Cashless exercise of warrants															4,889		—		—		—			—
Stock based compensation															—		—		1,624,961		—			1,624,961
Net loss															—		—		—		(3,191,986	)		(3,191,986	)
Balance, June 30, 2019															111,950,937	$	11,197	$	100,981,514	$	(89,006,682	)	$	11,986,029
Stock based compensation															—		—		1,446,062		—			1,446,062
Net loss															—		—		—		(6,126,080	)		(6,126,080	)
Balance, September 30, 2019															111,950,937	$	11,197	$	102,427,576	$	(95,132,762	)	$	7,306,011
	Common Stock				Additional						Total
	Shares		Amount		Paid-in Capital			Accumulated Deficit			Stockholders' Equity
Balance, April 1, 2018		101,226,479	$	10,125	$	79,293,423		$	(52,831,581	)	$	26,471,967			101,226,479	$	10,125	$	79,293,423	$	(52,831,581	)	$	26,471,967
Issuance of common stock from at-the-market financing facility, net of associated expenses of $125,327		1,779,872		179		4,052,086						4,052,265
Exercise of options		100,000		10		269,990						270,000
Cashless exercise of warrants		84,034		8		(8	)					-
Stock based compensation						6,702,085						6,702,085		—		—			2,519,269	—				2,519,269
Net loss									(21,785,872	)		(21,785,872	)	—		—		—			(6,722,796	)		(6,722,796	)
Balance, December 31, 2018		103,190,385	$	10,322	$	90,317,576		$	(74,617,453	)	$	15,710,445
Balance, June 30, 2018															101,226,479	$	10,125	$	81,812,692	$	(59,554,377	)	$	22,268,440
Issuance of common stock from at-the-market financing facility, net of associated expenses of $103,237															1,497,317		150		3,337,840	—				3,337,990
Stock based compensation														—		—			2,183,157	—				2,183,157
Net loss														—		—		—			(7,015,120	)		(7,015,120	)
Balance, September 30, 2018															102,723,796	$	10,275	$	87,333,689	$	(66,569,497	)	$	20,774,467

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

	Nine Months Ended December 31,						Six Months Ended September 30,
	2018			2017			2019			2018
Cash flows from operating activities
Net loss	$	(21,785,872	)	$	(13,656,361	)	$	(9,318,066	)	$	(13,737,916	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		7,108			3,222			2,591			4,739
Amortization of employees, directors and consultants stock options		6,702,085			6,642,428			3,071,023			4,702,426
Gain on remeasurement of derivative liability		—			(390,385	)
Change in fair value of warrant liability								(3,019,396	)		—
Change in operating assets and liabilities:
Prepaid rent		(404,591	)		—			—			(465,280	)
Prepaid clinical costs								295,452			(634,467	)
Prepaid expenses and other assets		445,832			(1,566,505	)		595,713			200,430
Prepaid clinical costs		(470,146	)		—
Operating lease right-of-use asset								147,215			—
Accounts payable and other current liabilities		(521,841	)		765,367			(443,612	)		(416,287	)
Severance payable								(242,651	)		—
Accrued bonuses		(80,901	)		—			(636,638	)		(557,322	)
Net cash used in operating expenses		(16,108,326	)		(8,202,234	)
Operating lease liability								(17,325	)		—
Net cash used in operating activities								(9,565,694	)		(10,903,677	)

Cash flows from investing activities
Purchase of property & equipment		(15,544	)		—			—			(15,544	)
Net cash used in investing activities		(15,544	)		—			—			(15,544	)

Cash flows from financing activities
Insurance note payments		(441,078	)		—			(597,339	)		(324,847	)
Proceeds from private placement offering of common stock and warrants, net of issuance costs		—			2,597,100
Issuance of common stock from at-the-market financing		4,052,265			5,752,936
Proceeds from collection of stock subscription receivable		—			174,998
Proceeds from exercise of stock options		270,000			—

Proceeds from underwritten registered offering, net of issuance costs								11,168,773			3,337,990
Net cash provided by financing activities		3,881,187			8,525,034			10,571,434			3,013,143

Net (decrease)increase in cash and cash equivalents		(12,242,683	)		322,800
Net increase (decrease) in cash and cash equivalents								1,005,740			(7,906,078	)

Cash and cash equivalents - beginning		28,975,822			10,482,977			14,302,328			28,975,822
Cash and cash equivalents - ending	$	16,733,139		$	10,805,777		$	15,308,068		$	21,069,744

Supplemental Cash Flow Information:
Interest	$	7,279		$	—		$	62,220		$	6,057
Income taxes	$	—		$	—		$	—		$	—

Noncash investing and financing activities:
Cashless exercise of 301,959 warrants for 84,034 shares of common stock in 2018	$	—		$	—
Derivative liability associated with the price protection feature of shares of common stock issued	$	—		$	11,785

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Tyme Technologies, Inc. ~~(“TYME”)~~ is a Delaware corporation headquartered in New York, NY, with wholly-owned subsidiaries, Tyme Inc. and Luminant Biosciences, LLC (“Luminant”) (collectively, “TYME” or the “Company”). Prior to 2014, Luminant conducted the initial research and development of the Company’s therapeutic platform. Since January 1, 2014, the majority of the Company’s research, development and other business activities have been conducted by Tyme Inc., which was incorporated in Delaware in 2013. ~~On October 27, 2016, the Board of Directors of~~

TYME ~~approved a change in fiscal year end from December 31 to March 31 of each year.~~

~~The Company~~ is ~~a clinical stage~~an emerging biotechnology company developing cancer ~~therapeutics~~metabolism-based therapies (CMBTs^TM) that are intended to be ~~broadly~~ effective across ~~many tumor types~~a broad range of solid tumors and ~~have~~hematologic cancers, while maintaining patients’ quality of life with relatively low toxicity profiles. Unlike targeted therapies that attempt to regulate specific ~~mutations~~pathways within cancer, ~~the Company’s~~TYME’s therapeutic approach is designed to take advantage of a cancer cell’s innate metabolic ~~weaknesses~~requirements to ~~compromise its defenses, leading to~~cause cancer cell ~~death through oxidative stress~~death.

The Company’s lead clinical CMBT program, SM-88 (racemetyrosine), is a novel, oral, monotherapy investigational agent that has been studied in approximately 180 patients over five years, including Phase I and ~~exposure to the body’s natural immune system. The Company has ongoing IND-enabled Phase~~ II clinical trials for pancreatic, prostate and other cancers. TYME recently launched its pivotal study for SM-88 in ~~metastatic~~third-line treatment of pancreatic cancer ~~and biomarker recurrent prostate cancer. In September 2018, the Company~~ ~~announced~~through an ~~investigator-initiated Phase II~~amendment to its ongoing TYME-88-Panc trial ~~of SM-88 in patients with previously treated metastatic sarcoma. In addition, on October 9, 2018, the Company entered into a Clinical Research Funding and Drug Supply Agreement~~(Part 2). TYME also partnered with the Pancreatic Cancer Action Network ~~Inc., a non-profit tax exempt organization~~ (“PanCAN”) to study SM-88 in an adaptive Phase II/III trial known as Precision Promise^SM, ~~whereby SM-88 will be included~~which the Company believes can serve as ~~an experimental arm in the~~a pivotal trial. In Precision Promise, ~~adaptive pivotal~~SM-88 is starting as second-line monotherapy and could expand to first-line combination therapy with standard of care. A Phase II investigator-initiated trial ~~platform sponsored by PanCAN.~~evaluating SM-88 monotherapy in late-stage sarcomas was also launched in May 2019, under the direction of principal investigator Dr. Sant Chawla and in collaboration with The Joseph Ahmed Foundation. Enrollment is expected to start the third quarter of fiscal year 2020. The Company has also recently completed and presented final data from its Phase II clinical trial for prostate cancer. All of SM-88’s current clinical programs, as well as its recently completed Phase II prostate cancer trial, study SM-88 in use with three low-dose conditioning agents: methoxsalen, phenytoin, and sirolimus. The Company is actively evaluating the expansion of its clinical ~~programs~~program to other ~~types~~cancers as SM-88 has demonstrated complete or partial responses in 15 different forms of cancer ~~and continues to pursue the development of oncology drug candidates in addition to SM-88, its lead clinical program.~~with a well-tolerated safety profile.

The accompanying condensed consolidated financial statements include the results of operations of ~~TYME~~Tyme Technologies, Inc. and its wholly-owned subsidiaries.

The condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has historically funded its operations primarily through equity offerings. ~~During fiscal year 2018,~~In April 2019, the Company raised ~~gross~~net proceeds of approximately ~~$32.1~~$11.3 million ~~through the issuance of its common stock, par value $0.0001 per share (“Common Stock”). Most recently in March 2018, the Company raised aggregate gross proceeds of $23.3 million before~~after underwriting discounts and ~~commissions and~~before expenses ~~of the offering~~ through an underwritten ~~public~~registered offering. Previously on November 2, 2017, the Company entered into an equity distribution agreement ~~(“Equity~~(the “Equity Distribution Agreement”) with Canaccord Genuity Inc. (“Canaccord”), with respect to ~~commence~~ an at-the-market (“ATM”) offering ~~(the “ATM Financing Facility”)~~ pursuant to which the Company, ~~may,~~ from time to time, ~~subject to certain rules and regulations, sell~~sold shares of the Company’s common stock, par value $0.0001 per share (“Common ~~Stock~~Stock”), having an aggregate offering price up to $30.0 million, through Canaccord, as the Company’s sales ~~agent.~~agent (the “Canaccord ATM”). In the year ended March 31, ~~2018,~~2019, the Company raised approximately ~~$6.2~~$5.8 million in aggregate gross proceeds before commissions and expenses through the Canaccord ATM ~~Financing Facility~~ and paid Canaccord aggregate commissions of ~~$0.3~~$0.2 million. ~~For~~The Company did not sell any shares through the ~~nine~~Canaccord ATM during the six months ended ~~December 31, 2018, the Company raised approximately $4.2 million in aggregate gross proceeds before commissions~~September 30, 2019 and ~~expenses through the ATM Financing Facility and paid Canaccord aggregate commissions of $0.1 million. At~~ ~~December 31, 2018,~~at September 30, 2019, there remained approximately ~~$19.6~~$17.9 million of availability to sell shares through the ~~facility.~~Canaccord ATM. On October ~~25, 2018,~~2, 2019, TYME sent notice to Canaccord that it was terminating the Equity Distribution Agreement, effective October 12, 2019. On October 18, 2019, TYME entered into an Open Market Sale Agreement^SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) as sales agent, pursuant to which the Company ~~decided~~may, from time to ~~discontinue use~~time, sell shares of Common Stock through Jefferies having an aggregate offering price of up to $30.0 million (the “Jefferies ATM”) (see Note 14 - Subsequent Events). The proceeds of the ~~ATM Financing Facility~~aforementioned offerings are being used by the Company for the remainder of calendar year 2018, to be reassessed in calendar year 2019. The Company has concluded it intends to reopen the ATM Financing Facility for potential use shortly after the filing of this Form 10-Q (see Part 2. Item 5. Other Information).continued clinical studies, drug commercialization and development activities and other general corporate and operating expenses.

For the ~~nine~~six months ended ~~December 31, 2018,~~September 30, 2019, the Company had negative cash flow from operations of ~~$16.1~~$9.6 million and net loss of ~~$21.8~~$9.3 million, which included ~~$6.7~~non-cash income of $3.0 million (related to change in fair value of ~~non-cash expenses, primarily non-cash equity compensation expense. For the three months ended December 31, 2018, the Company had negative cash flow from operations of $5.2 million~~warrant liability) and ~~net loss of $8.0 million, which included $2.0~~$3.1 million of non-cash expenses, primarily non-cash equity compensation expense. As of ~~December 31, 2018,~~September 30, 2019, the Company had working capital of approximately ~~$14.3~~$11.5 million.

Management has concluded that substantial doubt does not exist regarding the Company’s ability to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial ~~statements.~~statements. This conclusion is based on the Company’s assessment of qualitative and quantitative conditions and events, considered in ~~the~~ aggregate as of the date of issuance of these financial statements that are known and reasonably knowable. Among other relevant conditions and events, the Company has considered its operational plans, liquidity sources, obligations due or expected, funds necessary to maintain the Company’s operations, and potential adverse conditions or events as of the issuance date of these financial statements. ~~The Company has developed an operational plan that manages expenses and delays initiation of certain operational initiatives to focus on core programs if appropriate funding is not available.~~

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our ~~condensed~~ consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended March 31, ~~2018~~2019 filed with the ~~SEC~~Securities and Exchange Commission (the “SEC”) on June ~~13, 2018~~12, 2019 (the ~~“2018~~“2019 10-K”). The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the ~~Securities and Exchange Commission (the “SEC”)~~SEC related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

The Company’s condensed consolidated financial statements include the accounts of ~~TYME~~Tyme Technologies, Inc. and its subsidiaries, Tyme Inc. and Luminant. All intercompany transactions and balances have been eliminated in consolidation.

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended March 31, ~~2018~~2019 included in the Company’s ~~2018~~2019 10-K.

The Company has reclassified certain prior period amounts to conform to the current period ~~presentation relating to prepaid clinical costs for $1,306,225.~~presentation. These reclassifications have no effect on the previously reported net loss or cash flows.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~ ~~(“ASU 2016-02”).~~ 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.~~ ~~In July 2018, the FASB issued both ASU 2018-10,~~ ~~Codification Improvements to Topic 842, Leases~~ ~~(“ASU 2018-10”) and ASU 2018-11,~~ ~~Leases (Topic 842)—Targeted Improvements~~ ~~(“ASU 2018-11”), which provide additional guidance or clarifications affecting certain aspects of ASU 2016-02 and~~ certain practical expedients. Further, the updated guidance allows an additional transition method to apply the new leases standard at the adoption date, as compared to the beginning of the earliest period presented, and to recognize a cumulative-effect adjustment to the beginning balance of retained earningscarrying amounts reported in the ~~period of adoption~~. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02, ASU 2018-10 and ASU 2018-11 are effective for annual periods beginning after December 15, 2018, and for interim periods therein, with early adoption permitted. The Company is currently evaluating the impact that the standards will have on its consolidated financial statements. Due to the small number of lease transactions, the Company does not expect the adoption of ASU 2016-02, ASU 2018-10 and ASU 2018-11 to have a material impact on itsCompany’s consolidated financial statements for cash, accounts payable, and ~~disclosures.~~other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the severance payable approximates the carrying value, which represents the present value of future severance payments. The fair value of the derivative liability is discussed in Note 6.

Certain freestanding common stock warrants that are related to the issuance of common stock are classified as liabilities and recorded at fair value due to characteristics that require liability accounting, primarily the obligation to issue registered shares of common stock upon notification of exercise and certain price protection provisions. Warrants of this type are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. The Company utilizes Level 3 fair value criteria to measure the fair value of the warrants.

As noted in Note 8, Stockholders’ Equity, the Company classifies a warrant to purchase shares of its Common Stock as a liability on its condensed consolidated balance sheet if the warrant is a free-standing financial instrument that contains certain price protection features which cause the warrants to be treated as derivatives. Each warrant of this type is initially recorded at fair value on date of grant using the Monte Carlo simulation model, and is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense) in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

The Company adopted ASU 2016‑02, Leases (Topic 842) on April 1, 2019. For its long-term operating leases, the Company recognized an operating lease right-of-use asset and an operating lease liability on its condensed consolidated balance sheets. The lease liability is determined as the present value of future lease payments using an estimated rate of interest that the Company would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent. The Company determines the lease term at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise.

Fixed rent expense for the Company's operating leases is recognized on a straight-line basis over the term of a lease and is included in operating expenses on the condensed consolidated statements of operations. Variable lease payments including lease operating expenses are recorded as incurred.

The Company elected the optional practical expedients to forgo applying guidance in Topic 842 to short-term leases (leases 12 or fewer months at commencement and no purchase option). The package of expedients allows an entity to forgo reassessing (1) whether a contract contains a lease, (2) classification of leases, and (3) whether capitalized costs associated with a lease meet the definition of “initial direct costs” in Topic 842.

The Company elected to use the optional transition method and therefore prior period amounts continue to be reported in accordance with the historic accounting under the previous lease guidance, ASC 840, Leases (Topic 840).

Upon adoption, the Company recognized an operating right-of use asset and operating lease liability in its condensed consolidated balance sheet of approximately $0.4 million and $0.1 million, respectively. The Company also classified prepaid rent of $0.3 million as an operating right-of-use asset upon adoption. There were no adjustments to the Company’s opening accumulated deficit upon adoption.

The impact of the adoption of Topic 842 on the condensed consolidated balance sheets as of April 1, 2019 was as follows:

In ~~June 2018,~~July 2017, the FASB issued ASU ~~2018-07 which simplifies~~No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for ~~share-based payments made~~certain financial instruments with down round features. The amendments require companies to ~~nonemployees so that~~disregard the ~~accounting~~down round feature when assessing whether the instrument is indexed to its own stock, for ~~such payments is substantially the same as those made to employees, with certain exceptions. Under this~~purposes of determining liability or equity classification. This ASU equity-classified share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to ASC 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees, unless the award is modified after the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing services. The guidance is effective for ~~fiscal years~~the Company beginning ~~after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted.~~with the quarter ending June 30, 2020. The Company ~~elected to early adopt~~has adopted this ASU ~~2018-07~~ effective ~~July~~April 1, ~~2018.~~ 2019 and there was no impact on the consolidated financial statements.

The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated:

	Three Months Ended December 31,						Nine Months Ended December 31,						Three Months Ended September 30,						Six Months Ended September 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Basic and diluted net loss per common share calculation:
Net loss	$	(8,047,954	)	$	(5,561,265	)	$	(21,785,872	)	$	(13,656,361	)	$	(6,126,080	)	$	(7,015,120	)	$	(9,318,066	)	$	(13,737,916	)
Weighted average common shares outstanding — basic and diluted:		103,009,449			89,929,161			101,963,833			89,499,882			111,950,937			101,647,555			111,906,981			101,438,168
Net loss per share of common stock — basic and diluted	$	(0.08	)	$	(0.06	)	$	(0.21	)	$	(0.15	)	$	(0.05	)	$	(0.07	)	$	(0.08	)	$	(0.14	)

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per ~~Share.”~~Share” (“EPS”). Basic net loss per share is computed by dividing net loss attributable to the Company by the weighted average number of shares of Company ~~common stock~~Common Stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period. During the periods presented, the calculation excludes any potential dilutive common shares and any equivalents as they would have been ~~anti-dilutive as~~anti-dilutive.

Warrants issued in April 2019, discussed further in Note 8, participate on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors (the “Board”) on the Company’s Common Stock. For purposes of computing EPS, these warrants are considered to participate with common stock in the earnings of the Company ~~incurred losses~~and, therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the ~~periods then ended.~~period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No income was allocated to the warrants for the three and six months ended September 30, 2019 as results of operations was a loss for both periods.

The following outstanding securities at ~~December 31,~~September 30, 2019 and 2018 ~~and 2017~~ have been excluded from the computation of diluted weighted average shares outstanding, as they are anti-dilutive:

	December 31 ,				September 30,
	2018		2017		2019		2018
Stock options		8,931,305		5,240,120		12,010,807		8,105,472
Warrants		5,283,915		5,625,641		8,937,651		5,615,641
Total		14,215,220		10,865,761		20,948,458		13,721,113

Accounts payable (including accounts payable to a related party – see Note 9)11) and other current liabilities consisted of the following:

	December 31, 2018		March 31, 2018		September 30, 2019		March 31, 2019
Legal		280,546	$	421,128	$	247,094	$	602,129
Consulting		7,996		37,071
Consultant and professional services						199,757		170,257
Accounting and auditing		181,258		81,652		210,599		331,119
Research and development		1,159,310		1,678,675		1,935,831		1,907,787
Board of Directors and Scientific Advisory		462,736		442,610
Board of Directors and Scientific Advisory Board Compensation						490,125		489,393
Other		203,404		155,954		165,290		191,623
Total	$	2,295,250	$	2,817,090	$	3,248,696	$	3,692,308

8On March 15, 2019 the Company entered into a Release Agreement related to the separation of employment of its then-Chief Operating Officer. The agreement provides for salary continuance for five years, reimbursement of health benefits for three years and a modification to his outstanding stock options to extend the post-termination exercise period for his vested options from three months to five years. The Company recorded severance expense at its present value of $2.5 million (using a discount rate of 6%) for the year ended March 31, 2019, including $0.4 million relating to the stock option modification. The severance liability payable as of September 30, 2019 and March 31, 2019 was $1.8 million and $2.1 million, respectively.

~~There~~The carrying amounts reported in the Company’s consolidated financial statements for cash, accounts payable, and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the severance payable approximates the carrying value, which represents the present value of future severance payments. The fair value of the derivative liability is discussed below.

Fair value is defined as the price that would be received if selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1), and the lowest priority to unobservable inputs (Level 3). The Company’s financial assets are classified within the fair value hierarchy based on the lowest level of inputs that is significant to the fair value measurement. The three levels of the fair value hierarchy, and their applicability to the Company’s financial assets, are described below.

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.

Level 2: Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security.

Level 3: Pricing inputs are unobservable for the assets. Level 3 assets include private investments that are supported by little or no market activity. Level 3 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no material re-measurements of fair value with respect to financial assets and liabilities, during the periods presented, other than those assets and liabilities that are measured at fair value on a recurring basis.

The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis ~~as of December 31, 2018 and March 31, 2018.~~

~~The changes in~~into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. Other than the warrants issued in connection with the issuance of Common Stock from the underwritten registered offering that closed on April 2, 2019, the Company had no assets or liabilities classified as Level 3 as of March 31, 2019 or September 30, 2019. Transfers are calculated on values as of the ~~derivative liability for~~transfer date. There were no transfers between Levels 1, 2 and 3 during the ~~nine~~six months ended ~~December 31, 2017 are as follows:~~

The fair value of the ~~derivative liability~~warrants is considered a Level 3 valuation and was ~~written down to zero as~~determined using a Monte Carlo simulation model. This model incorporated several assumptions at each valuation date including: the price of ~~September 30, 2017, as~~ the ~~anti-dilution provisions associated with a private placement in March 2017~~ ~~expired~~ ~~on September 10, 2017 and the anti-dilution provision~~Company’s Common Stock on the ~~April 2017 Private Placement (defined in~~date of valuation, its expected volatility, the remaining contractual term of the warrant, the risk free interest rate over the term and estimates of the probability of fundamental transactions occurring (See Note ~~7) expired~~8 for further discussion of the issuance of Common Stock from an underwritten registered offering).

The Company’s financial instruments measured at fair value on ~~October 7, 2017, in each case with no shares issued pursuant to such provisions.~~a recurring basis are as follows:

The following table summarizes activity for liabilities measured at fair value using Level 3 significant unobservable inputs:

During the year ended March 31, ~~2018,~~2019, the Company entered into a short-term financing arrangement with its insurance carrier related to payment of premium for its Director and Officer liability insurance coverage totaling ~~$480,000~~$0.6 million for the policy year ending on March ~~31, 2019.~~18, 2020. As of ~~December 31, 2018~~September 30, 2019 and March 31, ~~2018,~~2019, there remained a balance of ~~$39,000~~$0 million and ~~$480,000,~~$0.6 million, respectively, recorded to ~~Insurance~~insurance note payable on the accompanying consolidated balance sheets.

~~In April 2017,~~The following summarizes the ~~Company raised $2.7 million in gross proceeds through a private placement (“April 2017 Private Placement”) of 1,069,603 shares of Common Stock and 1,069,603~~ common stock purchase warrants (each, a “Warrant”). Each Warrant entitles its holder to purchase one share of common stock (each, a “Warrant Share”) at an exercise price of $3.00 per Warrant Share. The Warrants expire two years fromwarrant activity for the ~~date of issuance and vest immediately. The warrants are included within additional paid-in capital on the statement of stockholders’ equity and will not be subject to remeasurement.~~six months ended September 30, 2019:

At ~~December 31, 2018~~each of September 30, 2019 and March 31, ~~2018, 5,254,148~~2019, 8,907,884 and ~~5,556,107,~~4,469,836, respectively, of common stock purchase warrants relating to securities purchase agreements were outstanding and exercisable.

The ~~following summarizes the~~Company has warrants to purchase its common stock ~~warrant activity for the nine months ended December 31, 2018:~~outstanding as of September 30, 2019, as follows:

During the six months ended September 30, 2019, the Company ~~entered into the Equity Distribution Agreement with Canaccord, to commence the ATM Financing Facility pursuant to which the Company may, from time to time,~~did not sell shares ~~of the Company’s Common Stock having an aggregate offering price up to $30,000,000 through~~under Canaccord ~~as the Company’s sales agent. For the nine months ended December~~ATM. At September 30, 2019 and March 31, ~~2018, the Company sold 1,779,872 shares for net proceeds after commissions of $4,052,000. At December 31, 2018,~~2019, there remained approximately ~~$19,600,000~~$17.9 million of availability to sell shares through the facility. ~~Under~~In the ~~ATM Financing Facility,~~year ended March 31, 2019, the Company ~~is not required to issue~~raised approximately $5.8 million in gross proceeds through the ~~full available amount authorized and it may be cancelled at any time.~~Canaccord ATM via sale of 2,383,884 shares of Common Stock. The Company incurred $0.2 million of related costs which offset the proceeds. On October ~~25, 2018,~~2, 2019, the Company ~~decided to discontinue use of~~sent notice terminating the Canaccord ATM ~~Financing Facility for at least~~effective October 12, 2019, and on October 18, 2019, the ~~remainder of calendar year 2018, to be reassessed in calendar year 2019. The~~ Company ~~has concluded it intends to reopen~~commenced the ~~use of the~~Jefferies ATM ~~Financing Facility shortly after the filing of this Form 10-Q~~ (see ~~Part 2. Item 5. Other Information)~~Note 14 -Subsequent Events).

In ~~March 2018,~~April 2019, the Company ~~raised approximately $23,288,000 in gross proceeds through a public~~completed an underwritten registered offering (the “Offering”) of ~~10,350,000~~8,000,000 shares of ~~its~~ Common ~~Stock.~~Stock at a price of $1.50 per share. The ~~Offering was made pursuant~~total net proceeds of the offering were $11.3 million after deducting underwriter’s discounts and before expenses related to the ~~Company’s registration statement on Form S-3 (Registration No. 333-211489), which was declared effective by~~Offering.

As part of the ~~U.S. Securities and Exchange Commission on August 16, 2017, a base prospectus dated August 16, 2017 and a prospectus supplement dated March 1, 2018.~~

~~On December 31, 2018, TYME filed a registration statement on Form S-3 (Registration No. 333-229104) with~~Offering, the ~~Securities and Exchange Commission~~investors received warrants to ~~register the resale of 12,093,745~~purchase up to 8,000,000 shares of the Company’s Common Stock at an exercise price of $2.00 per share (the “Warrants”).

The Warrants participate with common stock on a one-for-one basis for distribution dividends or other assets of the Company.

The exercise price of the Warrants is subject to adjustment upon the occurrence of specific events, including ~~5,254,148 issuable~~stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock. Subject to certain exceptions, if the Company issues or sells Common Stock or other securities convertible into Common Stock during the term of the Warrants at a per share price less than the exercise price of the Warrants, or if the Company subsequently reduces the exercise price of equity-linked instruments that were outstanding on April 2, 2019, the exercise price of the Warrants will be reduced to such lower sale or exercise price.

The Company determined that the Warrants should be recorded as a derivative liability on the condensed consolidated balance sheet due to the Warrants’ contractual provisions requiring issuance of registered common shares upon exercise and certain price protection rights. At the issuance date, the Warrants were recorded at the fair value of ~~warrants, currently held by our security holders named therein. This registration~~$7.3 million as determined using the Monte Carlo pricing simulation. The Warrants were re-measured at September 30, 2019 and the change in fair value for the three and six months ending September 30, 2019 of approximately $81 thousand and $3.0 million, respectively, was recorded as a component of other income (expense) within the condensed consolidated statement ~~referred to above is not yet effective.~~ of operations.

The ~~securities were previously issued in connection with private financings completed during calendar years 2015, 2016~~following table details key inputs and 2017 as well as in private transactions with certain affiliates. Securities associated with these financings had not previously been registered. The Company is not selling any securities under this registration statement and will not receive any proceeds from the sale of our securities by the selling security holders, although we could receive certain proceeds upon the exercise of outstanding warrants referred toassumptions used in the ~~registration statement.~~ Monte Carlo simulation models used to estimate the fair value of the warrant liability as of September 30, 2019 and April 2, 2019, respectively:

In the course of the Company’s normal business operations, it enters into agreements and arrangements with contract service providers to assist in the performance of its research and development and clinical research activities.

On June 30, 2019, the Company amended the Clinical Research Funding and Drug Supply Agreement dated October 9, 2018, with PanCAN, to enroll individuals diagnosed with pancreatic cancer in a platform style clinical research study. Stage 1 of the study is expected to start in the third quarter of fiscal year 2020. After taking into consideration amounts already paid, the remaining estimated cost to the Company is approximately $7.0 million, subject to enrollment adjustments, and is expected to be incurred over two years.

~~During the fiscal year ended March 31, 2018, the~~The Company has entered into two contracts with manufacturers to supply certain components used in ~~SM-88~~SM- 88 in order to achieve favorable pricing on supplied products. These contracts have non-cancellable elements related to the scheduled deliveries of these products in future periods. Payments are made by us to the manufacturer when the products are delivered and of acceptable quality. The contracts are structured to match clinical supply needs for our ongoing trials and we expect the timing of ~~the remaining~~ associated payments to predominately occur during fiscal year 2020. During the three months ended September 30, 2018, the purchase commitment under one of the contracts was cancelled without penalty. During the three months ended December 31, 2018, the remaining contract was amended, increasing the contractual obligation by $338,000. Total outstanding future obligations associated with ~~commitments~~the contracts were ~~$1,074,486~~$2.1 million at ~~December 31, 2018, a decrease of $602,514 from $1,677,000 at March 31, 2018.~~

In January 2019, the Company entered into an additional contract with a manufacturer for certain components used in SM-88 with an aggregated estimated cost to the Company of $550,000. Production and costs commenced in January 2019 and material is expected to be delivered in fiscal 2020.

In November 2018, the Company entered into a two-year lease for new office space in New Jersey with a monthly rent of $2,289 for the first six months and $4,292 for the remaining term. As per the lease agreement, the lease commencement is dependent on the performance of certain improvements by the landlord which were not completed as of December 31, 2018. As such, this lease is not accounted for in the accompanying financial statements as of December 31, 2018.September 30, 2019.

From time to time, the Company may be involved in litigation, claims or other contingencies arising in the ordinary course of business. The Company would accrue a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company would not record a liability, but instead would disclose the nature and the amount of the claim, and an estimate of the loss or range of loss, if such estimate can be made. Legal fees are expensed as incurred. The Company is not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on us, our business, operating results or financial condition.

The Company leases office space in New York and office space and furniture in New Jersey. The New York rent obligation has been prepaid through August 30, 2020, the end of the lease. The New Jersey leases expire in February 2021.

Total Company rent expense, including short term rentals, was approximately $79,000 and $156,000 for the three and six months ended September 30, 2019, respectively, and approximately $65,000 and $108,000 for the three and six months ended September 30, 2018, respectively.

Operating lease right-of-use (“ROU”) assets and liabilities on the condensed consolidated balance sheet represents the present value of the remaining lease payments over the remaining lease terms. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. Payments for additional monthly fees to cover the Company's share of certain facility expenses are not included in operating lease right-of-use assets and liabilities. The Company uses its incremental borrowing rate of 6.0% to calculate the present value of its lease payments, as the implicit rates in the leases are not readily determinable.

As of September 30, 2019, the future minimum lease payments under non-cancellable operating lease agreements for which the Company has recognized operating lease right-of-use assets and lease liabilities were as follows:

Drinker Biddle & Reath LLP (“DBR”) has provided legal services to the Company. A partner of DBR was a member of the Company’s Board ~~of Directors~~ and had received, and was entitled to receive in the future, cash compensation payable to non-employee directors generally and equity compensation payable to non-employee directors ~~generally~~ under the Amended and Restated 2016 Stock Option Plan for Non-Employee ~~Directors.~~Directors (the “2016 Director Plan”). See Note 12, Equity Incentive Plan. On September 10, 2018, the Company entered into an employment agreement with the partner and he was appointed as the Company’s Chief Legal Officer and Secretary. He ceased to be a non-employee director on September 10, 2018 and he resigned as a member of the Board, effective September 30, 2018. On September 1, 2018, the partner resigned from the partnership of DBR and he assumed the consulting role “of Counsel” with the firm. ~~During~~Legal fees incurred associated with DBR were approximately $97,000 and $249,000 for the three and ~~nine~~six months ~~ending December 31,~~ended September 30, 2019, respectively, and $251,000 and $651,000 for the three and six months ended September 30, 2018, ~~and 2017, approximately $132,000, $794,000, $588,000, and $1,559,000, respectively, have been incurred as legal fees associated with DBR.~~respectively. At ~~December 31, 2018~~September 30, 2019 and March 31, ~~2018,~~2019, the Company had approximately ~~$181,000~~$104,000 and ~~$384,000,~~$325,000, respectively, in accounts payable and accrued expenses payable to DBR.

As of ~~December 31, 2018,~~September 30, 2019, there was approximately ~~$9,271,000~~$7.2 million of total unrecognized compensation expense related to non-vested stock options. The cost is expected to be recognized over the remaining weighted average service period of 11.24 ~~year.~~years. As of ~~December 31, 2018,~~September 30, 2019, there were ~~4,657,122~~4,631,012 shares available for grant under the ~~Equity Incentive Plans.~~

~~On July 30, 2018, the Board approved modifications to the vesting terms of stock options awarded to employees and the Board of Directors under the~~Company’s 2015 Equity Incentive Plan ~~on May 24, 2018 which previously vested over a four-year period (with 25% of the award vesting on the one-year anniversary of grant~~ and the remaining vesting in pro rata quarterly increments), and were modified to vest instead on a three-year vesting schedule, vesting in pro rata quarterly increments. No other terms of these options were modified. Due to the accelerated vesting as a result of these modifications, the Company recorded an additional $432,000 of expense during the nine months ended December 31, 2018.

	Three Months Ended December 31,				Nine Months Ended December 31,				Three Months Ended September 30,				Six Months Ended September 30,
	2018		2017		2018		2017		2019		2018		2019		2018
General and administrative	$	1,316,000	$	1,400,000	$	4,548,000	$	3,300,000	$	833,000	$	1,390,000	$	1,788,000	$	3,232,000
Research and development		684,000		1,600,000		2,154,000		3,300,000		613,000		793,000		1,283,000		1,470,000
Total	$	2,000,000	$	3,000,000	$	6,702,000	$	6,600,000	$	1,446,000	$	2,183,000	$	3,071,000	$	4,702,000

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. For employees and non-employees, the compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. The Company accounts for forfeitures as they occur, rather than estimating forfeitures as of an award’s grant date.

The expected volatility of options granted has been determined using the method described under ASC 718 using the expected volatility of similar companies. The expected term of options granted to employees, non-employees and consultants in the current fiscal period has been based on the term by using the simplified method as allowed under SAB No. ~~110. The expected term of options granted to non-employees~~110 and ~~consultants was based on the grant’s full contractual life. Effective July 1, 2018, the Company adopted~~ ASU ~~2018-07 and, as such, the expected term is determined using the simplified method for options granted to non-employees and consultants.~~

Prior to the three months ended December 31, 2017, the Company used the full contractual term as the expected term in its Black Scholes model to estimate stock option value. The Company used the full contractual term because there was no history of exercise activity and the stock was thinly-traded on the OTC Market.

Beginning in the three months ended December 31, 2017, the Company determined the use of the simplified method was more appropriate than the full contractual term due to the increased trading volume and activity during the quarter and the increased market and demand for shares.

Based on these factors, the Company deemed it no longer appropriate to use the full contractual term for expected life, because these changes in the business indicate the likelihood that there will be exercise activity before completion of the full contractual term.

The Company considered other methods to estimate expected term other than the simplified method. However, as noted above, there is no historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded and no other refined estimate of expected life that is appropriate.2018-7.

The weighted average assumptions used to determine such values are presented in the following table:

	December 31, 2018			December 31, 2017			September 30, 2019		September 30, 2018
Risk free interest rate		2.90	%		2.13	%	1.38% - 2.38%			2.86%
Expected volatility		74.89	%		83.41	%	71.14% - 76.22%			75.08%
Expected term (in years)	5.8 years			7.6 years			2.5 - 6		5.97
Dividend yield		0	%		0	%		0%		0%

The following is a summary of the status of the Company’s stock options as of ~~December 31, 2018:~~September 30, 2019:

			Stock Options Outstanding						Stock Options Vested								Stock Options Outstanding						Stock Options Vested
Range of Exercise Price	Number Outstanding at December 31, 2018		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value		Number Vested at December 31, 2018		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number Outstanding at September 30, 2019		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value		Number Vested at September 30, 2019		Weighted Average Exercise Price		Aggregate Intrinsic Value
$2.25-$8.75		8,931,305	$	4.15		8.13	$	5,563,315		4,893,714	$	4.90	$	1,644,654
$1.04 - $8.75																12,010,807	$	3.46		7.87	$	17,500		6,851,269	$	4.43	$	1,000

The intrinsic value ~~which is~~ calculated as the excess of the market value as of ~~December 31, 2018~~September 30, 2019 over the exercise price of the options, is ~~approximately $5,563,000 and $1,645,000 for outstanding stock options and vested stock options, respectively.~~zero. The market value per share as of ~~December 31, 2018~~September 30, 2019 was ~~$3.69~~$1.19 as reported by the NASDAQ Capital Market.

A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. The Company weighed available positive and negative evidence and concluded that a full valuation allowance should continue to be maintained on its net deferred tax assets.

The Company is required to evaluate uncertain tax positions taken or expected to be taken in the course of preparing the Company’s condensed consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. As of ~~December 31, 2018,~~September 30, 2019, the Company’s uncertain tax positions remain unchanged. Due to the full valuation allowance, none of the gross unrecognized tax benefits would affect the effective tax rate at ~~December 31, 2018,~~September 30, 2019, if recognized.

The Company had no income tax related penalties or interest for periods presented in these condensed consolidated financial statements related to uncertain tax positions due to available net operating loss carryforwards, which would be recorded as tax expense should the Company accrue for such items.

On December 22, 2017 the U.S. Tax Cuts and Jobs Act (“the Act”) was signed into legislation. The Act changed the Federal statutory tax rate to 21% for tax years beginning January 1, 2018. Because the Company has a full valuation allowance against its net deferred tax asset, the rate change has no effect on the Company’s income tax expense.

On October 2, 2019, ~~784,312 warrants were exercised~~the Company sent notice to Canaccord that it was terminating the equity distribution agreement, dated November 2, 2017, by and between the parties. Under the terms of the Equity Distribution Agreement, the termination became effective on October 12, 2019.

Initiation of a ~~cashless basis resulting in the issuance of 151,651 shares.~~new ATM Facility

On January 28, 2019, a purported stockholder filed a securities lawsuit against us and our CEO and CFO. The plaintiff purported to represent a class of stockholders for the period from March 14, 2018 through JanuaryOctober 18, 2019, ~~inclusive. Due~~the Company entered into the Sale Agreement with Jefferies, pursuant to which the Company may, from time to time, sell shares of Common Stock, having an aggregate offering price of up to $30,000,000 through Jefferies, as the Company’s sales agent. The shares will be offered and sold by the Company pursuant to its previously filed and currently effective Registration Statement on Form S-3, as amended (Reg. No. 333-211489). Jefferies will use commercially reasonable efforts to sell the shares from time to time, based on the instructions of the Company. The Company will pay Jefferies a commission rate of three percent (3%) of the gross proceeds from the sales of shares of Common Stock sold pursuant to the ~~recent status of~~Sale Agreement. Under the ~~complaint,~~Sale Agreement, the Company is ~~unable~~not required to ~~estimate a potential loss or range of loss, if~~use the full available amount authorized and it may, by giving notice as specified in the Sale Agreement, terminate the Sale Agreement at any ~~at this~~ time ~~(see Part II, Item 1. Legal Proceedings)~~.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The disclosures in this Quarterly Report are complementary to those made in our Annual Report on Form 10-K filed with the SEC on June 12, 2019 (the “2019 10-K”). You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly ~~Report.~~Report as well as our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2019 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this report and of our ~~Annual Report on~~2019 Form 10-K, ~~filed on June 13, 2018,~~ our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. As used in this report, unless the context suggests otherwise, “we,” “us,” “our,” “the Company,” “TYME” or “Tyme Technologies” refer to Tyme Technologies, Inc. together with its subsidiaries. All amounts in Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.

TYME is an emerging biotechnology company developing cancer metabolism-based therapies (CMBTs^TM) that are intended to be effective across a broad range of solid tumors and hematologic cancers, while also maintaining patients’ quality of life through relatively low toxicity profiles. Unlike targeted therapies that attempt to regulate specific pathways within cancer, TYME’s therapeutic approach is designed to take advantage of a cancer cell’s innate metabolic requirements to cause cancer cell death.

Our lead clinical CMBT program, SM-88 (racemetyrosine), is a novel, oral, monotherapy investigational agent that has been studied in approximately 180 patients over five years, including Phase I and II clinical trials for pancreatic, prostate and other cancers. We recently launched our pivotal study for SM-88 in third-line treatment of pancreatic cancer through an amendment to our ongoing TYME-88-Panc trial (Part 2). We currently expect enrollment to begin in the fourth quarter of calendar year 2019, with anticipated enrollment completion by the end of calendar year 2020, and data expected in 2021. We currently estimate the cost of the TYME-88-Panc trial (Part 2) to range from $15 million to $20 million, with expected completion of enrollment by the end of calendar year 2020, and with such costs anticipated to extend through calendar year 2021. We also partnered with the Pancreatic Cancer Action Network (“PanCAN”) to study SM-88 in an adaptive Phase II/III trial known as Precision Promise^SM, which we believe can serve as a pivotal trial. In Precision Promise, SM-88 is starting as second-line monotherapy and could expand to first-line combination therapy with standard of care. A Phase II investigator-initiated trial evaluating SM-88 monotherapy in late-stage sarcomas was also launched in May 2019, under the direction of principal investigator Dr. Sant Chawla and in collaboration with The Joseph Ahmed Foundation. Enrollment is expected to start the third quarter of fiscal year 2020. We also recently completed and presented final data from our Phase II clinical trial in prostate cancer. All of SM-88’s current clinical programs, as well as its recently completed Phase II prostate cancer trial, study SM-88 in use with three low-dose conditioning agents: methoxsalen, phenytoin, and sirolimus. We are actively evaluating the expansion of our clinical program to other cancers, particularly prostate, breast and blood cancers, as SM-88 has demonstrated complete or partial responses in 15 different forms of cancer with a well-tolerated safety profile.

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses, ~~revenue recognition, deferred revenue~~warrant liability, and stock-based compensation. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies and significant judgments and estimates as discussed in our ~~Form 10-K filed with the SEC on June 13, 2018 (the “2018 10-K”).~~2019 10-K.

~~We are a clinical stage biotechnology company developing cancer therapeutics~~Certain freestanding common stock warrants that are ~~intended~~related to the issuance of common stock are classified as liabilities and recorded at fair value due to characteristics that require liability accounting, primarily the obligation to issue registered shares of common stock upon notification of exercise and certain price protection provisions. Warrants of this type are subject to re-measurement

at each balance sheet date and any change in fair value is recognized as a component of other income (expense) in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. The Company utilizes Level 3 fair value criteria to measure the fair value of the warrants.

As noted in Item 1. Note 8, Stockholders’ Equity, the Company classifies a warrant to purchase shares of its common stock as a liability on its condensed consolidated balance sheet if the warrant is a free-standing financial instrument that contains certain price protection features which cause the warrants to be ~~broadly effective across many tumor types~~treated as derivatives. Each warrant of this type is initially recorded at fair value on date of grant using the Monte Carlo simulation model, and ~~have low toxicity profiles. Unlike targeted therapies that attempt~~is subsequently re-measured to ~~regulate specific mutations within cancer,~~fair value at each subsequent balance sheet date. Changes in fair value of the ~~Company’s therapeutic approach is designed to take advantage~~warrant are recognized as a component of a cancer cell’s innate metabolic weaknesses to compromise its defenses, leading to cell death through oxidative stress and exposure to the body’s natural immune system. We have ongoing IND-enabled Phase II clinical trials in metastatic pancreatic cancer and biomarker recurrent prostate cancer. In September 2018, we announced an investigator-initiated Phase II trial of SM-88 in patients with previously treated metastatic sarcoma. On October 9, 2018, the Company entered into a Clinical Research Funding and Drug Supply Agreement with the Pancreatic Cancer Action Network, Inc., a non-profit tax-exempt organization (“PanCAN”) whereby SM-88 will be included as an experimental armother income (expense) in the ~~novel Precision Promise adaptive pivotal trial platform sponsored by PanCAN.~~ ~~We are actively evaluating~~consolidated statement of operations. The Company will continue to adjust the ~~expansion~~liability for changes in fair value until the earlier of ~~our clinical programs to other types~~the exercise or expiration of ~~cancer and may also seek to pursue~~ the ~~development of oncology drug candidates in addition to SM-88, our lead clinical program.~~warrant.

Consistent with our overall corporate mission of developing effective cancer therapies that can extend patients’ lives while not compromising on the quality of life gained, during the three ~~and nine~~ months ended ~~December 31, 2018~~September 30, 2019 and subsequently, we note the following activities:

~~In January~~The pivotal stage of the TYME-88-Panc trial was launched to evaluate the clinical benefits of our lead CMBT candidate, oral SM-88, for third-line treatment of patients with metastatic pancreatic cancer. We currently expect enrollment to begin in the fourth quarter of calendar year 2019, ~~TYME announced~~with an enrollment target of 250 patients.

Presented Final Data at the European Society for Medical Oncology Congress 2019 (“ESMO 2019”) from SM-88 Phase II Prostate Cancer Study Demonstrating Encouraging Clinical Benefit in Patients with Recurrent Prostate Cancer

We presented final data from our Phase II trial of SM-88 in patients with non-metastatic biochemical-recurrent prostate cancer at the European Society of Medical Oncology Congress held on September 27- October 1, 2019 in Barcelona, Spain. Based on data as of September 2019, the study demonstrated that ~~its~~SM-88 had encouraging efficacy and safety outcomes for prostate cancer patients where sparing testosterone is important. The study also showed that reduction of circulating tumor cells, which we believe is emerging as an important prognostic indicator, may prove to be a better surrogate for patient outcomes than prostate specific antigens, particularly for SM-88 and other non-hormonal agents.

Presented Supporting Data at ESMO 2019 from the TYME-88-Panc Phase II Study Demonstrating Overall Survival Trends, Well Tolerated Safety, and Quality of Life Data in Patients with Advanced Pancreatic Cancer

Phase II TYME-88-Panc is a two-part, open label ~~Phase II clinical trial, TYME-88-Panc,~~study evaluating SM-88 as an oral monotherapy in ~~end-stage~~ patients with advanced pancreatic ~~cancer,~~cancer. Part 1 was designed to determine optimal doses for pivotal testing. Data and analysis from Part 1 were presented at the European Society of Medical Oncology Congress held on September 27- October 1, 2019 in Barcelona, Spain. Based on data as of April 2019, SM-88 demonstrated encouraging ~~preliminary~~overall results and a well-tolerated safety profile.

Presented Positive Circulating Tumor Cell Data from TYME-88-Panc ~~Phase II results involved 38 heavily pretreated patients~~Study in Patients with radiographically progressive metastatic pancreatic cancer who had received a median of two prior systemic therapies and had significant disease related morbidity before receiving TYME’s investigational agent. TYME-88-Panc is a two-stage Phase II study intended to determine optimal dosing and assess if early clinical benefit supported further development of SM-88 in pancreatic cancer. This study is being performed under a TYME IND with input fromAdvanced Pancreatic Cancer at the ~~FDA prior to study initiation. As a Phase II, open-label study, the design involved comparison of two dose levels with an independent Data and Safety Monitoring Board determining continuation.~~American Association for Cancer Research (“AACR”) PANC 2019

14TYME also presented data based on information available as of April 2019 from Part 1 of TYME-88-Panc at the AACR Special Conference on Pancreatic Cancer in September 2019. The data demonstrated encouraging results and a well-tolerated safety profile.

Dr. O’Brien has been a principal investigator for more than 40 funded clinical research protocols and has authored more than 800 articles in peer-reviewed journals, 30 invited articles, and numerous book chapters and abstracts. After 30 years at the MD Anderson Cancer Center, she is currently the Associate Director for Clinical Science for the Chao Family Comprehensive Cancer Center, Medical Director of the Sue and Ralph Stern Center for Cancer Clinical Trials and Research, and the Chao Family Endowed Chair for Cancer Clinical Science at the University of California Irvine. She is the hematology representative to the Southwest Oncology Group Executive Committee, and the Hematology Editor for the journal Cancer. She serves on the Medical Scientific Advisory

Announced New Collaboration with NYU Langone to Advance TYME’s Cancer Metabolism-Based Therapy, SM-88 to advance the development of innovative treatments for patients with metastatic cancers, including pancreatic cancer

The purpose of this academic preclinical collaboration is to help inform the ~~first stage~~development of clinical therapies, focusing on identifying potential future biomarkers or combination approaches to treat cancer.

Presented Updated Data at ESMO GI 2019 from SM-88 Phase II TYME-88-Panc ~~using~~study Demonstrating Encouraging Overall Survival Trends in Patients with Advanced Pancreatic Cancer

TYME presented data based on information available as of ~~January 6,~~April 2019 from Part 1 of TYME-88-Panc at the European Society of Medical Oncology 21st World Congress on Gastrointestinal Cancer (ESMO GI) on July 4, 2019 in Barcelona, Spain. The data demonstrated encouraging results, a well-tolerated safety profile and that ~~68%~~certain efficacy indicators correlated with greater overall survival.

Based on data available as of October 25, 2019, we analyzed patient responses reported in position emission topography (PET”) scans, which are utilized for the PET Response in Solid Tumors (“PERCIST”) criteria. 60% (12/20) of the evaluable patients ~~(19 of 28) were alive at~~achieved a ~~median follow-up of 4.3+ months (with further survival data to be evaluated~~PERCIST clinical benefit rate (“CBR”), which is defined as ~~the~~those patients and study progress) and that patients also avoided significant grade 4/5 toxicities normally associated with standard of care treatments. Median survival had also not been reached on an intent-to-treat (ITT) basis, with 60% (23 of 38) of patients still alive. In addition, to assess the natural history for survival, as a comparator, in these advanced cancer patients, TYME performed a review of published studies to determine expected patient outcomes in collaboration with PanCAN.

The Company believes that these outcomes justify further development of SM-88. The results compare favorably to the analysis of 19 prospective second-line+ pancreatic cancer trials where the mean and median reported survival after progressing on second-line therapy was 3 months¹based on reported historical trials. TYME-88-Panc also demonstrated monotherapy activity with SM-88 in some patients based on common measures of anti-tumor activity, including computed tomography (CT), positron emission tomography (PET), and reductions in biomarkers carcinoembryonic antigen (CEA), CA-19.9 and circulating tumor cell (CTC) burden.

~~As of January 6, 2019, the study reported that SM-88 was well tolerated with only 2 out of 31 (6.5%) serious adverse events deemed~~who achieved at least ~~potentially-related~~a stable disease. There was a 72% reduction in the risk of death (p=0.11, HR = 0.28) as compared to ~~the study drug. These SAEs both occurred in one patient,~~those patients who ~~continued on the~~did not achieve at PERCIST CBR.

~~The 88-Panc research results are from an investigational study. SM-88 is not approved~~cancer therapy designed for the ~~treatment~~intra-tumoral delivery of ~~patients with advanced pancreatic cancer.~~

In calendar year 2019, PanCAN’s Precision Promise(SM) plans to launch its adaptive pivotal trials at 14 high-volume pancreatic cancer treatment centers in the United States, which represent some of the nation’s most prestigious medical institutions and oncologists in the field. Initiation of the first adaptive randomized pivotal trial evaluating SM-88 as second-line monotherapy in patients with pancreatic cancer is expected for the first half of 2019. SM-88 is expected to be evaluated in an adaptive pivotal trial as a first line combination therapy with gemcitabine (Gemzar®) and nab-paclitaxel (Abraxane®) in patients with pancreatic cancer. The primary end point of these randomized trials is expected to be overall survival.

The Company is nearing enrollment completion of its multi-center, open label Phase II study of patients with biomarker-recurrent prostate cancer who have rising prostate specific antigen (PSA) levels and no radiographically detectable lesions. The Company will provide updated data from this trial at the 2019 ASCO Genitourinary Cancers Symposium, which will be held February 14-16, 2019.

This is a prospective open-label Phase II trial evaluating the efficacy and safety of SM-88 in two cohorts of patients. Up to 24 evaluable patients (12 per cohort) will be enrolled. The first cohort will evaluate oral SM-88 as maintenance monotherapy following standard primary or palliative treatments for Ewing's sarcoma patients with a high risk of relapse or disease progression. The second cohort will determine the clinical benefits of SM-88 as salvage monotherapy for patients with clinically advanced sarcomas. The Joseph Ahmed Foundation, a 501(c) not for profit organization is providing funding and patient support for this investigator-initiated Phase II (HopES) trial of SM-88 in patients with previously-treated metastatic sarcoma. The trial is expected to begin in the first quarter of 2019.

~~In addition to SM-88, we have been conducting pre-clinical studies in TYME-18. This is a novel intra-tumoral delivered therapy designed~~medicine to increase the permeability of cancer cells while delivering ~~an agent~~a therapy that will have a selective cytotoxic effect on the tumor. TYME-18 is distinct in composition, but like SM-88, it ~~is designed~~aims to ~~decrease~~enhance the ~~viability~~susceptibility of a cancer ~~cells in a~~to the highly acidic and toxic tumor microenvironment, while minimizing the impact to normal tissues.

InAs we announced earlier in 2019, in initial preclinical xenograft mouse studies, TYME-18 was able to completely resolve over ~~90%~~90 percent (11/12 mice) of established colorectal ~~cancer~~ tumors ~~in test animals~~ within 12 days ~~observing that 11 of 12 test animals were tumor free on day 12 of treatment. This is compared to~~versus an average of over ~~600%~~600 percent growth in the control animals. Additionally, there was no detected necrosis of the normal tissue surrounding the tumor site or other identified toxicities in the animals treated ~~animals during~~with TYME-18. A subsequent study repeated the same ~~time period. The Company plans~~efficacy results, with 11 of 12 TYME-18 treated mice showing complete resolution of targeted lesions. We plan to continue with the development of TYME-18 in solid tumors and ~~plans~~ to provide details of an IND-enabling program ~~over the coming months.~~in calendar year 2020.

~~Our co-founders, Mr. Hoffman and Mr. Demurjian, hold certain intellectual property rights with respect to the treatment~~18

Three and ~~Nine~~Six Months Ended ~~December 31, 2018~~September 30, 2019 Compared to Three and ~~Nine~~Six Months Ended ~~December 31, 2017~~September 30, 2018

Net loss for the three months ended ~~December 31, 2018~~September 30, 2019 was ~~$8,048,000~~$6,126,000 compared to ~~$5,561,000~~$7,015,000 for the three months ended ~~December 31, 2017;~~September 30, 2018; and the loss for the ~~nine~~six months ended ~~December 31, 2018~~September 30, 2019 was ~~$21,786,000~~$9,318,000 compared to ~~$13,656,000~~$13,738,000 for the ~~nine~~six months ended ~~December 31, 2017.~~September 30, 2018. The ~~increases~~decreases in losses ~~were primarily~~is due to decreased operating costs and expenses ~~related to~~of $768,000 and $1,309,000 for the ~~Phase II pancreatic~~three and ~~prostate cancer clinical trials, new key personnel hires, and~~six month periods as highlighted below. The six month period loss was also reduced by the ~~initiation~~$3,000,000 change in fair value of ~~pre-clinical animal testing.~~warrant liability.

During the three and ~~nine~~six month periods ended ~~December 31,~~September 30, 2019 and 2018, ~~and 2017,~~ the Company did not realize any revenues from operations. ~~The Company does~~We do not anticipate ~~recognizing~~ any revenues until such time as ~~(1)~~ one of our ~~product candidates~~products has been approved for marketing by appropriate regulatory authorities, ~~which is not anticipated to occur in the near future,~~ or ~~(2)~~ we enter into a collaboration or licensing ~~arrangement.~~arrangements, none of which is anticipated to occur in the near future.

For the three months ended ~~December 31, 2018,~~September 30, 2019, operating costs and expenses totaled ~~$8,075,000~~$6,245,000 compared to ~~$5,561,000~~$7,013,000 for the three months ended ~~December 31, 2017, representing an increase~~September 30, 2018, a decrease of ~~$2,514,000.~~$768,000. Operating costs and expenses were comprised of the following:

For the ~~nine~~six months ended ~~December 31, 2018,~~September 30, 2019, operating costs and expenses totaled ~~$21,807,000~~$12,423,000 compared to ~~$14,047,000~~$13,732,000 for the ~~nine~~six months ended ~~December 31, 2017, representing an increase~~September 30, 2018, a decrease of ~~$7,760,000.~~$1,309,000. Operating costs and expenses were comprised of the following:

17For the three and six months ended September 30, 2019, the Company had $81,000 and $3,019,000 of income relating to the change in fair value of the warrant liability during the period, compared to $0 for the three and six months ended September 30, 2018.

For the three and six months ended September 30, 2019, the Company had interest income on cash accounts of $67,000 and $148,000 compared to $0 for both the three and six months ended September 30, 2018.

For the three and six months ended September 30, 2019, the Company had interest expense of $29,000 and $62,000 primarily related to the amortization of the severance payable discount, compared to $2,000 and $6,000 for the three and six months ended September 30, 2018.

Adjusted net loss for the three months ended September 30, 2019 was $4,761,000 or $0.04 per share compared to $4,832,000 or $0.05 per share for the three months ended September 30, 2018. Adjusted net loss for the six-month period ended September 30, 2019 was $9,266,000 or $0.08 per share compared to $9,036,000 or $0.09 per share for the same period in the prior year, after adjusting for change in fair value of warrant liability and amortization of employees, directors and consultants stock options. Adjusted net loss and adjusted net loss per share are non-GAAP measures. See “Use of Non-GAAP Measures” below for a reconciliation to the comparable GAAP measures.

Adjusted net loss and adjusted net loss per share as presented in this report are non-GAAP measures. The adjustments relate to the change in fair value of warrant liabilities and amortization of employees, directors and consultants stock based compensation. These financial measures are presented on a basis other than in accordance with U.S. generally accepted accounting principles ("Non-GAAP Measures"). In the reconciliation tables that follow, we present adjusted net loss and adjusted net loss per share, reconciled

to their comparable GAAP measures, net loss and net loss per share. These items are adjusted because they are not operational or because they are significant non-cash charges and management believes these adjustments are meaningful to understanding the Company's performance during the periods presented. These Non-GAAP Measures should be considered a supplement to, not a substitute for, or superior to, the corresponding financial measures calculated in accordance with GAAP. Our definitions of adjusted net loss and adjusted loss per share may not be comparable to similar measures reported by other companies.

Reconciliation of Net Loss to Adjusted Net Loss
	Three Months Ended September 30,						Six Months Ended September 30,
	2019			2018			2019			2018
Net loss (GAAP)	$	(6,126,000	)	$	(7,015,000	)	$	(9,318,000	)	$	(13,738,000	)
Adjustments:
Change in fair value of warrant liability		(81,000	)		—			(3,019,000	)		—
Amortization of employees, directors and consultants stock options		1,446,000			2,183,000			3,071,000			4,702,000
Adjusted net loss (non-GAAP)	$	(4,761,000	)	$	(4,832,000	)	$	(9,266,000	)	$	(9,036,000	)


Reconciliation of Net Loss Per Share to Adjusted Net Loss Per Share
	Three Months Ended September 30,						Six Months Ended September 30,
	2019			2018			2019			2018
Net loss per share (GAAP)	$	(0.05	)	$	(0.07	)	$	(0.08	)	$	(0.14	)
Adjustments:
Change in fair value of warrant liability	*				—			(0.03	)		—
Amortization of employees, directors and consultants stock options		0.01			0.02			0.03			0.05
Adjusted net loss per share (non-GAAP)	$	(0.04	)	$	(0.05	)	$	(0.08	)	$	(0.09	)

* The effect of the change in fair value of the warrant liability was negligible to the adjusted net loss per share.

The Non-GAAP Measures for the three and six months ended September 30, 2019 and 2018 provide management with additional insight into the Company’s results of operations from period to period by excluding certain non-operational and non-cash charges, and are calculated using the following adjustments to net loss:

a) The warrants issued as part of an equity offering on April 2, 2019 are measured at fair value using a Monte Carlo model which takes into account, as of the valuation date, factors including the current exercise price, the remaining contractual term of the warrant, the current price of the underlying stock, its expected volatility, the risk-free interest rate for the term of the warrant and the estimates of the probability of fundamental transactions occurring. The warrant liability is revalued at each reporting period or upon exercise. Changes in fair value are recognized in the consolidated statements of operations and are excluded from adjusted net loss and adjusted net loss per share.

b) The Company uses the Black-Scholes option pricing model to determine fair value of stock options granted. For employees and non-employees, the compensation expense is amortized over the requisite service period which approximates the vesting period. The expense is excluded from adjusted net loss and adjusted net loss per share.

Adjusted basic net loss per share is computed by dividing adjusted net loss by the weighted average number of shares of Company common stock outstanding for the period, and adjusted diluted loss per share is computed by also including common stock equivalents outstanding for the period. During the periods presented, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive as the Company incurred losses for the periods then ended.

For the three months ended December 31, 2018, the Company had other income of $29,000. The other income was attributed to interest income earned on bank deposits. For the three months ended December 31, 2017, the Company had other income of $0.

For the nine months ended December 31, 2018, the Company had other income of $29,000 compared to $390,000 for the nine months ended December 31, 2017. Other income for the nine months ended December 31, 2017 was attributed to the remeasurement of the derivative liability relating to anti-dilution provisions of two private placement offerings in March 2017 and April 2017. The anti-dilution provisions expired in September 2017.

At ~~December 31, 2018,~~September 30, 2019, we had cash and cash equivalents of ~~$16,733,000,~~$15.3 million, working capital of ~~$14,271,000,~~$11.5 million, and stockholders’ equity of ~~$15,710,000.~~$7.3 million.

Net cash used in or provided by operating, investing and financing activities from continuing operations were as follows:

	Nine Months Ended December 31,						Six Months Ended September 30,
	2018			2017			2019			2018
Net cash (used in) provided by operating activities	$	(16,108,000	)	$	(8,202,000	)	$	(9,566,000	)	$	(10,904,000	)
Net cash (used in) provided by investing activities		(16,000	)		—			—			(16,000	)
Net cash (used in) provided by financing activities		3,881,000			8,525,000			10,571,000			3,013,000

Our cash used in operating activities in the ~~nine~~six months ended ~~December 31, 2018~~September 30, 2019 totaled ~~$16,108,000,~~$9.6 million, which is the sum of (i) our net loss of ~~$21,786,000, less~~$9.3 million, adjusted for non-cash income of $3.0 million (related to change in fair value of warrant liability) and non-cash expenses totaling ~~$6,710,000~~$3.0 million (principally amortization of stock-based compensation), and (ii) changes in operating assets and liabilities of ~~$1,032,000,~~$0.3 million, primarily due to ~~increased prepaid clinical costs~~payment of ~~$470,000~~accrued 2019 bonuses for $1.5 million in the first quarter of fiscal year 2020, which was offset by the accrual of $859,000 for the current fiscal year with the remainder comprised of changes in asset and ~~decreases in accounts payable and other liabilities of $522,000.~~liability accounts.

Our cash used in operating activities in the ~~nine~~six months ended ~~December 31, 2017~~September 30, 2018 totaled ~~$8,202,000,~~$10.9 million, which is the sum of (i) our net loss of ~~$13,656,000, less~~$13.7 million, adjusted for non-cash expenses totaling ~~$6,255,000~~$4.7 million (principally amortization of stock-based ~~compensation)~~compensation, including immediately vested options granted to the Board of Directors), and (ii) changes in operating assets and liabilities of ~~$801,000.~~$1.9 million, primarily due to the payment of accrued 2018 bonuses for $1.2 million in the first quarter of fiscal year 2019, which was offset by the accrual of $691,000 for the year ended March 31, 2019. Additionally, prepaid clinical costs increased $634,000 and accounts payable and other liabilities decreased $416,000.

No cash was used in investing activities for the six months ended September 30, 2019.

During the ~~nine~~six months ended ~~December 31,~~September 30, 2018, our investing activities consisted of purchases of $16,000 of ~~property~~machinery and equipment.

~~No cash was used in investing activities for the nine months ended December 31, 2017.~~

During the nine months ended December 31, 2018, there was $3,881,000 of financing activities, consisting of $4,052,000 of proceeds from the issuance of Common Stock from the Company’s ATM Financing Facility pursuant to the Equity Distribution Agreement, dated November 2, 2017 (the “Equity Distribution Agreement”), by and between the Company and Canaccord Genuity LLC (“Canaccord”), proceeds from the exercise of stock options of $270,000 and offset by insurance note payments of $441,000.

~~During the nine months ended December 31, 2017, our financing activities consisted of the following:~~

In April ~~2017,~~2019, the Company raised ~~$2,727,000 in gross proceeds~~$11.3 million after underwriting discounts and before offering expenses through ~~a private placement (“April 2017 Private Placement”)~~an underwritten registered offering of ~~1,069,603~~8,000,000 shares of our common stock, $0.0001 par value per share (“Common ~~Stock~~Stock”), and ~~1,069,603~~8,000,000 common stock purchase warrants (each a “Warrant”). Each Warrant entitles its holder to purchase one share of Common Stock (each, a “Warrant Share”) at an exercise price of ~~$3.00~~$2.00 per Warrant Share. The ~~warrants~~Warrants expire ~~two~~five years from the date of issuance and vest immediately. The warrants are ~~included within additional paid-in capital~~recorded as a derivative liability on the statement of ~~stockholders’ equity~~balance sheet and will ~~not~~ be subject to remeasurement. ~~The Company collected approximately $175,000 of subscription receivables in the quarter ended June 30, 2017.~~

During fiscal year 2018, we raised net proceeds of approximately $28.1 million through the issuance of our Common Stock. Most recently in March 2018, we raised aggregate net proceeds of $21.9 million after underwriting discounts and commissions and expenses of the offering through an underwritten public offering. Previously, on November 2, 2017, the Company entered into the Equity Distribution Agreement with Canaccord, to commence the ATM Financing Facility pursuant to which the Company may, from time to time, subject to certain rules and regulations, sell shares of the Company’s Common Stock, having an aggregate offering price up to $30.0 million, through Canaccord as the Company’s sales agent. In the year ended March 31, 2018, the Company raised approximately $6.2 million in aggregate gross proceeds before commissions and expenses through the ATM Financing Facility and incurred related costs, including commissions to Canaccord, of approximately $0.3 million. ~~During fiscal year 2019, for the three and nine months ended~~ ~~December 31~~, 2018, the Company sold 282,555 and 1,779,872 shares of Common Stock and received net proceeds after commissions of $0.7 million and $4.0 million, respectively. The Company paid commissions to Canaccord of $0.022 million and $0.125 million during the three and nine months ended ~~December 31, 2018. The Company is using the net proceeds raised through the ATM Financing Facility for general corporate purposes and to fund its operating activities.~~ On October 25, 2018, the Company decided to discontinue use of its at-the-market (“ATM”) financing facility for at least the remainder of calendar year 2018, to be reassessed in calendar year 2019. The Company has concluded it intends to reopen the ATM Financing Facility for potential use shortly after the filing of this Form 10-Q (see Part 2. Item 5. Other Information).

We anticipate requiring additional capital to further fund the development of our product candidates, as well as to engage in potential partnerships or collaborations. ~~The most significant~~Significant funding ~~needs continue to~~will be needed in connection with ~~conducting immediate~~completing Phase II clinical trials of our SM-88 drug candidate for pancreatic cancer and prostate cancer, participating in the Precision Promise adaptive Phase II/III pancreatic trial platform sponsored by PanCAN, participating in an ~~investor-initiated~~investigator-initiated clinical trial of SM-88 in sarcoma, and conducting additional or related studies and investigations, including small-scale pre-clinical studies related to the mechanism of action of our lead clinical program SM-88 and other potential drug candidates. The Company’s financing needs also relate to expenses associated with initiation of Part 2 of its ~~participation~~TYME-88-Panc trial SM-88, which will be a pivotal trial for patients with third line pancreatic cancer. The SM-88 pivotal trial to study SM-88 for third-line treatment of pancreatic cancer initiated in ~~the~~September 2019. The Precision Promise ~~adaptive pivotal pancreatic~~ trial ~~platform sponsored by PanCAN. Precision Promise~~

is expected to launch in the ~~first half~~third quarter of fiscal year 2020. We currently estimate the cost of the TYME-88-Panc trial (Part 2) to range from $15 million and $20 million, with expected completion of enrollment by the end of calendar year ~~2019. Primarily as a result~~2020, and with such costs anticipated to extend through calendar year 2021. The greater scale of ~~its active clinical~~these trials is expected to lead to increased costs, including providing SM-88 for use by the ~~launch of the Precision Promise trial, and the pause in enrollment and initiation of Stage 2 of the Company’s ongoing- Phase II trial in pancreatic cancer, the Company currently anticipates~~ that its quarterly cash usage, or “cash burn rate”, will approximate $5 million for the quarter ending March 31, 2019. The burn rate for the quarter ending December 31, 2018 was $5.3 million, $0.6 million higher than the previous quarter due to higher clinical expenses, including $1 million payment to PanCAN for initial program set up costs. Ifsubjects. Furthermore, if we determine to move beyond the pre-clinical stage for any of our pre-clinical ~~trials or if we amend Stage 2 of the Company’s ongoing Phase II trial in pancreatic cancer and proceed with Phase II~~ ~~or significantly expand currently active clinical~~ trials, our liquidity requirements will be increased.

Primarily as a result of ~~December~~its active clinical trials, the expected launch of the Precision Promise trial, and the initiation of Part 2 of the Company’s ongoing TYME-88-PANC trial, as well as other business developments, the Company currently anticipates that its quarterly cash usage, or “cash burn rate”, to average between $5.0 million and $6.0 million per quarter for fiscal year 2020.

During the six months ended September 30, 2018, there was $3,013,000 of financing activities, consisting of $3,338,000 of proceeds from the issuance of Common Stock from the Company’s at-the-market offering pursuant to the Equity Distribution Agreement, dated November 2, 2017 (the “Equity Distribution Agreement”), by and between the Company and Canaccord Genuity LLC (“Canaccord”), and offset by insurance note payments.

The Company has historically funded its operations primarily through equity offerings of its Common Stock. Previously, on November 2, 2017, the Company entered into the Equity Distribution Agreement with Canaccord, to commence an at-the-market offering pursuant to which the Company, from time to time, sold shares of the Company’s Common Stock, having an aggregate offering price up to $30,000,000, through Canaccord, as the Company’s sales agent (the “Canaccord ATM”). In the year ended March 31, 2018, the Company ~~has~~raised approximately $6,152,000 in gross proceeds through the Canaccord ATM. During the fiscal year ended March 31, 2019, the Company raised approximately $5,844,000 in gross proceeds from the Canaccord ATM. At September 30, 2019, there remained approximately $17.9 million of availability to sell shares through the Canaccord ATM. On October 2, 2019, TYME sent notice to Canaccord that it was terminating the Equity Distribution Agreement, effective October 12, 2019. On October 18, 2019, TYME entered into an Open Market Sale Agreement^SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) as sales agent, pursuant to which the Company may, from time to time, sell shares of the Company’s Common Stock, having an aggregate offering price of up to $30,000,000(the “Jefferies ATM”). See Item 1. Note 14 - Subsequent Events.

As further discussed under “Financing Activities” above, in April 2019, the Company raised approximately $11.3 million, net of underwriting discounts and before offering expenses, through an underwritten registered offering of 8,000,000 shares of our Common Stock and 8,000,000 common stock purchase warrants.

As of September 30, 2019, the Company had cash on hand of approximately ~~$16.7~~$15.3 million and working capital of approximately ~~$14.3~~$11.5 million.

Management has concluded that substantial doubt does not exist regarding the Company’s ability to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial statements. This conclusion is based on the Company’s assessment of qualitative and quantitative conditions and events, considered in aggregate as of the date of issuance of these financial statements that are known and reasonably knowable. Among other relevant conditions and events, the Company has considered its operational plans, liquidity sources, obligations due or expected, funds necessary to maintain the Company’s operations, and potential adverse conditions or events as of the issuance date of these financial statements. ~~The Company has developed an operational plan that manages expenses and delays initiation of certain operational initiatives to focus on core programs if appropriate funding is not available.~~

We regularly evaluate opportunities to raise capital and obtain necessary, as well as opportunistic, financing. To meet our short and long-term liquidity needs, we currently expect to use existing cash balances and a variety of other means, including potential issuances of debt or equity securities in public or private financings, including ~~our~~the Jefferies ATM, ~~Financing Facility,~~ option exercises, and partnerships, collaborations and/or ~~collaborations.~~royalty arrangements. The demand for the equity and debt of biotechnology companies like ours is dependent upon many factors, including the general state of the financial markets. During times of extreme market volatility, capital may not be available on favorable terms, if at all. Our inability to obtain such additional capital could materially and adversely affect our business operations.

While we will continue to seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all, and our negotiating position in capital generating efforts may worsen as existing resources are used.

Additional equity financing, which we expect to raise, may be dilutive to our stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business; and our stock price may not reach levels necessary to induce option exercises. If we are unable to raise the funds necessary to meet our long-term liquidity needs, we may have to delay or discontinue the development of certain or all of our drug candidates or raise funds on terms that we currently consider unfavorable.

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

Under the supervision of and with the participation of management, including our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer, has~~principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures, ~~(as~~as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of ~~the end of the period covered by this Quarterly Report on Form 10-Q.~~September 30, 2019. Based on such evaluation our principal executive officer and in light of the material weaknesses described below identified by Messrs. Hoffman and Taylor disclosed in our Annual Report on Form 10-K for the year ended March 31, 2018, our Chief Executive Officer and Chief Financial Officer haveprincipal financial officer concluded that ~~as of December 31, 2018,~~ our disclosure controls and procedures were ~~not~~ effective. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~The matters involving internal controls and procedures that our management considered to be material weaknesses were as follows:~~

Management is implementing certain practices and procedures to address the foregoing material weaknesses and significant deficiencies with plans to complete the remediation of the foregoing deficiencies in the future. Such remediation efforts are discussed below under “Management’s Remediation Initiatives.”

~~Our management believes that the material weaknesses set forth above did not have an effect on our financial results.~~

Management is in the process of implementing certain practices and procedures to address the foregoing material weaknesses with plans to complete the remediation of the foregoing deficiencies in the future. Such remediation efforts are discussed below.

Management believes that progress has been made during the quarter ended December 31, 2018, and through the date of this report, to remediate the underlying causes of the material weaknesses in internal control over financial reporting and has taken the following steps to remediate such material weaknesses:

The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period and management has concluded, through testing, that the controls are operating effectively.

~~Other than as described above under “Management Remediation Initiatives”, there have been~~

There were no changes in our internal control over financial reporting that occurred during ~~our three months~~the quarter ended ~~December 31, 2018~~September 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~On January 28, 2019,~~We are not currently a ~~purported stockholder filed a securities lawsuit~~party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us ~~and~~that we believe could have a material adverse effect on us, our CEO and CFO. The plaintiff purported to represent a class of stockholders for the period from March 14, 2018 through January 18, 2019, inclusive. The case is styled Canas v. Tyme Technologies Inc., et al., and was filed in the U.S. District Court for the Southern District of New York. The complaint asserts claims under Securities Exchange Act Section 10(b) (and Rule 10b-5) against all defendants and Section 20(a) control person liability against the individual defendants. In general, the plaintiff’s allegations focus on events during the period from March 14, 2018 through January 18, 2019 and contends that the defendants provided inadequatebusiness, operating results or misleading disclosure at various times during the period concerning its Phase II clinical trial for SM-88 in pancreatic cancer. The plaintiff seeks a determination that the proceeding may be maintained as a class action and certification of the plaintiff as class representative. The plaintiff also seeks damages on behalf of the class, as well as interest, fees and other costs, but does not provide an estimate of damages in the complaint. Due to the recent status of the complaint, the Company is unable to estimate a potential loss or range of loss, if any, at this time. We intend to defend the lawsuit vigorously.financial condition.

Our Annual Report on Form 10-K for the year ended March 31, ~~2018~~2019 includes a detailed discussion of our risk factors. AtExcept as set forth below, at the time of this filing, ~~in addition~~there have been no material changes to the risk factors that were included in the Form ~~10-K,~~10-K.

We will require substantial additional funding, which may require us to agree to restrictions on our operations or may not be available to us on acceptable terms or at all and, if not available, may require us to delay, scale back or cease our drug development programs or operations.

In addition to SM-88, we seek to advance multiple drug candidates through our research and clinical development process. The completion of the ~~following should be carefully considered.~~

~~Health care reform measures could hinder or prevent~~development and the ~~commercial success~~potential commercialization of SM-88 or any other drug ~~product we may develop.~~

~~In the United States, there have been and we expect there~~candidate will ~~continue to be, a number of legislative and regulatory changes to the healthcare system that could affect our~~require substantial funds. Our future revenue and profitability and the future revenue and profitability of our potential customers. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the healthcare system,financing requirements will depend on many factors, some of which are ~~intended to contain or reduce~~ beyond our control, which include, but are not limited to:

Until we can generate sufficient drug and royalty revenue to finance our cash requirements, which we may never achieve, we expect to finance future cash needs through a ~~Phase I clinical trial~~combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements, royalty agreements and ~~that are undergoing investigation~~other marketing and distribution arrangements. The demand for ~~FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials~~the equity and ~~without obtaining FDA permission under~~debt of biotechnology companies like ours is dependent upon many factors, including the ~~FDA expanded access program. There is no obligation for a drug manufacturer to make its drug products~~general state of the financial markets. During times of extreme market volatility, capital may not be available on favorable terms, if at all. Any additional fundraising efforts may divert management’s attention from day-to-day activities and financing may not be available to ~~eligible patients~~us when we need it or financings may not be available on favorable terms. If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances royalty rights or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our drug candidates, technologies, future revenue streams or research programs and/or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, as ~~a result~~we expect to do, the ownership interests of our then existing stockholders could be diluted and the ~~Right~~terms of these securities may include liquidation or other preferences that adversely affect stockholders’ rights.

~~There have been,~~raise additional capital and ~~likely~~obtain financing and will continue to seek capital through a number of means, there can be ~~legislative~~no assurance that additional financing will be available on acceptable terms, if at all, and regulatory proposals at the foreign, federal and state levels directed at broadening the availability of healthcare and containing or lowering the cost of healthcare. We cannot predict the initiatives that may be adopted in the future. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare and/or impose price controls may adversely affect:

~~The recently passed comprehensive tax reform bill could adversely affect~~ our ~~business~~negotiating position in capital generating efforts may worsen as existing resources are used. Additionally, if we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed and ~~financial condition.~~

~~The recently enacted Tax Cuts and Jobs Act~~on favorable terms, we may have to delay, reduce the scope of ~~2017 (the “Tax Act~~”) federal income tax law, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks,or suspend one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain and our business and financial condition could be adversely affected. In addition, it is unknown if and to what extent various states will conform to the newly enacted federal tax law. The impact of this tax reform on holdersmore of our ~~common stock is likewise uncertain~~clinical trials or research and ~~could be adverse. We urge our stockholders to consult with their legal and tax advisors with respect to this legislation and the potential tax consequences of investing in or holding our common stock.~~

~~Use of social media could give rise to liability, breaches of data security, or reputational harm.~~

~~We and our employees use social media to communicate externally. There is risk that the use of social media by us~~development programs or our employees to communicate about our product candidates or business may give rise to liability, lead to the loss of trade secrets or other intellectual property, or result in public exposure of personal information of our employees, clinical trial patients, customers, and others. Furthermore, negative posts or comments about us or our product candidates in social media could seriously damage our reputation, brand image, and goodwill. Any of these events could have a material adverse effect on our business, prospects, operating results, and financial condition and could adversely affect the price of our common stock.commercialization efforts.

As previously disclosed, The Company decided to discontinue use of its ATM Financing Facility on October 25, 2018 for at least the remainder of calendar year 2018 and to reassess the use of the ATM Facility to sell common stock in calendar year 2019. After such review, the Company intends to reopen the ATM Financing Facility for potential use. Sales of Common Stock under the facility could begin as early as two business days after the filing of this Form 10-Q.None.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	TYME	Nasdaq Capital Market

			Page

Special Note Regarding Forward-Looking Statements			1

	PART I- FINANCIAL INFORMATION
Item 1.	Financial Statements.		2
		��
	Condensed Consolidated Balance Sheets as of ~~December 31, 2018~~September 30, 2019 (unaudited) and March 31, ~~2018~~2019		2

	Condensed Consolidated Statements of Operations (unaudited) for the three and ~~nine~~six months ended ~~December 31,~~September 30, 2019 and 2018 ~~and 2017~~		3

	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the ~~nine~~three and six months ended ~~December 31,~~September 30, 2019 and 2018 ~~(unaudited)~~		4

	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~December 31,~~September 30, 2019 and 2018 ~~and 2017 (unaudited)~~		5

	Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		1416

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		2024

Item 4.	Controls and ~~Procedures.~~Procedures.		2024

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings.		2225

Item 1A.	Risk Factors.		2225

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		2326

Item 3.	Defaults Upon Senior Securities.		2326

Item 4.	Mine Safety Disclosures.		2326

Item 5.	Other Information.		2326

Item 6.	Exhibits.		2427

SIGNATURES			2528

	April 1, 2019					April 1, 2019
	Prior to Adoption of ASC Topic 842		ASC Topic 842 Adjustment			As Adjusted
Prepaid rent	$	343,903	$	(343,903	)	$	—
Deferred rent	$	—	$	—		$	—
Operating right-of-use assets	$	—	$	447,897		$	447,897
Operating lease liability	$	—	$	103,994		$	103,994

Fair value at March 31, 2017	$	378,600
Fair value of liability-classified anti-dilution feature	$	11,785
Change in fair value of derivative liability		(390,385	)
Fair value at December 31, 2017	$	—

	Warrant Shares of Common Stock			Weighted Average Exercise Price
Outstanding at March 31, 2019		4,499,603		$	3.42
Granted		8,000,000			2.00
Exercised		(78,431	)		3.00
Expired		(3,483,521	)		3.00
Outstanding at September 30, 2019		8,937,651		$	2.31

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

Description	Total		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
			(Level 1)		(Level 2)		(Level 3)
September 30, 2019
Warrant liability	$	4,264,205		—		—	$	4,264,205
March 31, 2019
Warrant liability		—		—		—		—

	September 30, 2019
Beginning balance, March 31, 2019	$	—
Fair value of liability-classified warrants issued with common stock		7,283,601
Change in fair value of warrant liability		(3,019,396	)
Ending balance	$	4,264,205

	Warrant Shares of Common Stock			Weighted Average Exercise Price
Outstanding at March 31, 2018		5,585,874		$	3.34
Less: Exercised		(301,959	)
Outstanding at December 31, 2018		5,283,915		$	3.35

	September 30, 2019			April 2, 2019
Stock price	$	1.19		$	1.85
Volatility		58	%		48	%
Remaining term (years)	4.51				5.00
Expected dividend yield		—			—
Risk-free rate		1.55	%		2.28	%

	September 30, 2019
Remainder of fiscal year 2020	$	32,000
Fiscal year 2021		58,000
Total remaining lease payments		90,000
Less: present value adjustment		(3,000	)
Total operating lease liabilities		87,000
Less: current portion		(60,000	)
Operating lease liabilities, net of current portion	$	27,000

	Number of Options			Weighted Average Exercise Price
Outstanding at March 31, 2018		5,438,072		$	5.11
Granted		3,643,233			2.65
Exercised		(100,000	)		2.70
Forfeited/Cancelled		(50,000	)		2.33
Outstanding at December 31, 2018		8,931,305			4.15
Options exercisable at December 31, 2018		4,893,714			4.90

Exhibit
Number		Description

3.1		Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on September 19, 2014.)

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc., effective April 2, ~~2018~~2018. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on April 2, 2018.)

3.3		Amended and Restated By-Laws of Tyme Technologies, Inc., effective April 2, 2018. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed with the SEC on April 2, 2018.)


31.1 ^*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer.

31.2 ^*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer.

32.1 ^**		Section 1350 Certification of Chief Executive Officer and ~~Chief~~Principal Financial Officer.

101.INS^*		XBRL Instance Document.

101.SCH^*		XBRL Schema Document.

101.CAL^*		XBRL Calculation Linkbase Document.

101.DEF^*		XBRL Definition Linkbase Document.

101.LAB^*		XBRL Label Linkbase Document.

101.PRE^*		XBRL Presentation Linkbase Document.

TYME TECHNOLOGIES, INC.

By:		/s/ Steve Hoffman
		Steve Hoffman
		Chief Executive Officer (Principal Executive Officer)

By:		/s/ Ben R. Taylor
		Ben R. Taylor
		President and Chief Financial Officer
		(Principal Financial Officer)