Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 17, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | Protagenic Therapeutics, Inc.\new | |
Entity Central Index Key | 1,022,899 | |
Trading Symbol | atrn | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 8,307,915 | |
Document Type | S-1/A | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | true | |
Amendment Description | On February 12, 2016, Artinsic, Inc., a Delaware corporation, (“Atrinsic”) completed a reverse business combination (merger) whereby Atrinsic’s wholly-owned subsidiary Protagenic Acquisition Corp. was merged with and into Protagenic Therapeutics, Inc., a Delaware corporation, and Protagenic Therapeutics, Inc. became the wholly-owned subsidiary of Atrinsic. On June 17, 2016, Protagenic Therapeutics, Inc. (the then wholly-owned subsidiary of Atrinsic) was merged with and into Atrinsic. Atrinsic was the surviving corporation in this merger and changed its name from Atrinsic to Protagenic Therapeutics, Inc. As used in this prospectus, the terms the “Company,” “we,” “us,” and “our” refer to Protagenic Therapeutics, Inc. after giving effect to the mergers. The terms “Atrinsic” and “Predecessor” refer to Atrinsic, Inc. before giving effect to the mergers, and the term “Protagenic” refers to Protagenic Therapeutic, Inc. before giving effect to the mergers. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,488,978 | $ 3,343 |
Prepaid expenses | 96,667 | |
TOTAL CURRENT ASSETS | 3,585,645 | 3,343 |
Computer | 1,271 | 1,712 |
OTHER ASSETS | 6,230 | |
TOTAL ASSETS | 3,586,916 | 11,142 |
CURRENT LIABILITIES | ||
Bridge Loan Payable - Stockholder and accrued interest | 399,103 | |
Accounts payable and accrued expenses | 131,568 | 276,532 |
Derivative liability | 516,757 | |
TOTAL CURRENT LIABILITIES | 648,325 | 678,358 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | ||
Common stock at $.001 par value, 20,000,000 shares authorized; 7,613,338 shares issued and 6,613,338 outstanding for December 31, 2015 and 2014 | 831 | 7,613 |
Additional paid-in-capital | 11,137,911 | 5,880,119 |
Accumulated deficit | (8,026,046) | (6,306,297) |
Treasury stock, at cost $.001 par value, 1,000,000 shares, for December 31, 2015 and 2014 | (100,000) | |
Accumulated other comprehensive loss | (174,108) | (148,651) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 2,938,591 | (667,216) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,586,916 | 11,142 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, par value | ||
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 20,000,000 |
Common Stock, Shares Issued (in shares) | 8,307,915 | 7,612,838 |
Common Stock, Shares Outstanding (in shares) | 8,307,915 | 6,612,838 |
Treasury Stock, Par Value | $ 0.001 | $ 0.001 |
Treasury Stock, Shares (in shares) | 1,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 18,000,000 | 18,000,000 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares issued (in shares) | 2,796,929 | 0 |
Preferred stock, shares outstanding (in shares) | 2,796,929 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 | |||
OPERATING AND ADMINISTRATIVE EXPENSES | |||||||
Research and development | 114,941 | 203,814 | 265,238 | 537,662 | 456,274 | 191,069 | |
General and administrative expenses | 339,886 | 157,025 | 246,485 | 735,394 | 568,764 | 101,031 | |
Goodwill impairment | 404,169 | ||||||
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES | 454,827 | 360,839 | 511,723 | 1,677,225 | 1,025,038 | 292,100 | |
LOSS FROM OPERATIONS | (454,827) | (360,839) | (511,723) | (1,677,225) | (1,025,038) | (292,100) | |
OTHER INCOME (EXPENSE) | |||||||
Interest income | 332 | 611 | 49 | ||||
Interest expense - stockholder | (7,161) | (11,473) | (11,473) | ||||
Foreign currency exchange gain (loss) | (43) | (78,638) | (74,664) | (6,642) | 13,089 | (10,430) | |
Change in fair value of derivative liability | (938) | (29,332) | |||||
TOTAL OTHER INCOME (EXPENSE) | (649) | (78,638) | (74,664) | (42,524) | 1,616 | (10,381) | |
NET LOSS | (455,476) | (439,477) | (586,387) | (1,719,749) | $ (586,387) | (1,023,422) | (302,481) |
COMPREHENSIVE LOSS | |||||||
Foreign exchange translation loss | (47,750) | (7,816) | (7,925) | (25,457) | (1,070) | (156,338) | |
TOTAL COMPREHENSIVE LOSS | $ (503,226) | $ (447,293) | $ (594,312) | $ (1,745,206) | $ (1,024,492) | $ (458,819) | |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.06) | $ (0.07) | $ (0.09) | $ (0.45) | $ (0.15) | $ (0.05) | |
Weighted average common shares - basic and diluted (in shares) | 7,956,625 | 6,612,838 | 6,612,838 | 3,826,068 | 6,613,338 | 6,613,338 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series B Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Common Stock [Member] | Series B Preferred Stock [Member]Additional Paid-in Capital [Member] | Series B Preferred Stock [Member]Retained Earnings [Member] | Series B Preferred Stock [Member]Treasury Stock [Member] | Series B Preferred Stock [Member]AOCI Attributable to Parent [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Total |
BALANCE (in shares) at Dec. 31, 2013 | 7,613,338 | ||||||||||||
BALANCE at Dec. 31, 2013 | $ 7,613 | $ 5,316,322 | $ (4,980,394) | $ 8,757 | $ 252,298 | ||||||||
Stock Issued During Period, Shares, New Issues | 0 | ||||||||||||
Stock compensation - stock options | 85,168 | 85,168 | |||||||||||
Net Loss | (302,481) | (302,481) | |||||||||||
BALANCE (in shares) at Dec. 31, 2014 | 7,613,338 | ||||||||||||
BALANCE at Dec. 31, 2014 | $ 7,613 | 5,401,490 | (5,282,875) | (147,581) | (121,353) | ||||||||
Stock Issued During Period, Shares, New Issues | 0 | ||||||||||||
Stock compensation - stock options | 478,629 | 478,629 | |||||||||||
Net Loss | (1,023,422) | (1,023,422) | |||||||||||
BALANCE (in shares) at Dec. 31, 2015 | 7,612,838 | (1,000,000) | |||||||||||
BALANCE at Dec. 31, 2015 | $ 761 | 5,886,971 | (6,306,297) | $ (100,000) | (148,651) | (667,216) | |||||||
Atrinsic shares converted (in shares) | 297,468 | 25,867 | |||||||||||
Atrinsic shares converted | $ 1 | $ 3 | 63,381 | 63,385 | |||||||||
Protagenic shares converted (in shares) | 6,612,838 | (7,612,838) | 1,000,000 | ||||||||||
Protagenic shares converted | $ 6 | $ (761) | (99,245) | $ 100,000 | |||||||||
Warrants issued for exchange of debt | 340,784 | 340,784 | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,108,460 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 4 | 4,761,793 | 4,761,797 | ||||||||||
Warrants issued to placement agent | 146,641 | 146,641 | |||||||||||
Reclassification of warrants to derivative liability | (487,425) | (487,425) | |||||||||||
Foreign currency translation (loss) | (25,457) | (25,457) | |||||||||||
Stock compensation - stock options | 450,566 | 450,566 | |||||||||||
Conversion of series B Preferred Stock (in shares) | (8,221,837) | 8,221,837 | 60,211 | ||||||||||
Conversion of series B Preferred Stock | $ (8) | $ 822 | $ (814) | $ 6 | 75,259 | 75,265 | |||||||
Net Loss | (1,719,749) | (1,719,749) | |||||||||||
BALANCE (in shares) at Sep. 30, 2016 | 2,796,929 | 8,307,915 | |||||||||||
BALANCE at Sep. 30, 2016 | $ 3 | $ 831 | $ 11,137,911 | $ (8,026,046) | $ (174,108) | $ 2,938,591 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net Loss | $ (1,719,749) | $ (586,387) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 379 | 107 |
Goodwill impairment | 404,169 | |
Stock based compensation | 450,566 | 358,972 |
Interest added to bridge loan | 7,161 | 11,473 |
Legal fees satisfied through issuance of Series B preferred stock | 150,000 | |
Change in fair value of the derivative liability | 29,332 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (96,667) | |
Other receivables | 6,428 | (321) |
Other assets | 4,147 | |
Accounts payable and accrued expenses | (30,131) | 51,893 |
NET CASH USED IN OPERATING ACTIVITIES | (798,511) | (160,116) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 214,149 | |
Proceeds from bridge loan | 19,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,302,437 | 214,149 |
Effect of exchange rate on cash and cash quivalents | (18,291) | (17,916) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | 3,485,635 | 36,117 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 3,343 | 22,733 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 3,488,978 | 58,850 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
NONCASH TRANSACTIONS | ||
Warrants issued to placement agent | 146,641 | |
Warrants issued for Atrinsic debt settlement and conversion | 340,784 | |
Debt settled with issuance of Series B preferred stock | 425,265 | |
Reclassification of warrants to derivative liabilities from equity | 487,425 | |
Accrued liabilities paid through the issuances of Series B preferred stock | 125,000 | |
Series B Preferred stock converted to common stock | 8 | |
Goodwill Acquired through Stock Issuance to Predecessor Stockholders [Member] | ||
NONCASH TRANSACTIONS | ||
Goodwill recognized in connection with reverse business combination | 404,169 | |
Series B Preferred Stock [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of Series B Preferred Stock | $ 4,283,437 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,343 | $ 22,733 |
TOTAL CURRENT ASSETS | 3,343 | 22,733 |
Office | 9,414 | |
Computer | 1,712 | 12,506 |
1,712 | 21,920 | |
Less: Accumulated depreciation | (143) | (21,920) |
Total equipment | 1,569 | |
OTHER ASSETS | 6,230 | 4,147 |
TOTAL ASSETS | 11,142 | 26,880 |
CURRENT LIABILITIES | ||
Bridge Loan Payable - Stockholder and accrued interest | 399,103 | 0 |
Accounts payable and accrued expenses | 276,532 | 145,733 |
Income taxes payable | 2,723 | 2,500 |
TOTAL CURRENT LIABILITIES | 678,358 | 148,233 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock at $.001 par value, 20,000,000 shares authorized; 7,613,338 shares issued and 6,613,338 outstanding for December 31, 2015 and 2014 | 7,613 | 7,613 |
Additional paid-in-capital | 5,880,119 | 5,401,490 |
Accumulated deficit | (6,306,297) | (5,282,875) |
Treasury stock, at cost $.001 par value, 1,000,000 shares, for December 31, 2015 and 2014 | (100,000) | (100,000) |
Accumulated other comprehensive loss | (148,651) | (147,581) |
TOTAL STOCKHOLDERS' DEFICIT | (667,216) | (121,353) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 11,142 | $ 26,880 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 27, 2016 | Jun. 27, 2016 | Jun. 26, 2016 | Feb. 12, 2016 | Oct. 02, 2015 | Oct. 01, 2015 | |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.000001 | $ 0.0001 | $ 0.001 | |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 20,000,000 | 20,000,000 | 100,000,000 | 100,000,000 | 100,000,000,000 | 20,000,000 | 10,000,000 | |
Common Stock, Shares Issued (in shares) | 8,307,915 | 7,612,838 | 7,613,338 | ||||||
Common Stock, Shares Outstanding (in shares) | 8,307,915 | 6,612,838 | 6,613,338 | ||||||
Treasury Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Treasury Stock, Shares (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | $ 0 | $ 0 |
OPERATING AND ADMINISTRATIVE EXPENSES | ||
Sponsorship research and development | 170,575 | 67,270 |
Legal fees | 164,855 | 25,287 |
Salaries | 73,815 | 88,791 |
Patent expense | 22,435 | 60,434 |
Consulting | 10,008 | 10,861 |
Payroll taxes and employee benefits | 10,170 | 5,335 |
Rent - related party and officer | 4,546 | 5,862 |
Travel | 6,228 | 2,892 |
Telephone, internet and website | 1,658 | 2,703 |
Miscellaneous | 165 | |
Rebates from research and development Canadian tax credits | (8,181) | (78,366) |
Total research and development expenses | 456,274 | 191,069 |
General and administrative expenses | 568,764 | 101,031 |
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES | 1,025,038 | 292,100 |
LOSS FROM OPERATIONS | (1,025,038) | (292,100) |
OTHER INCOME (EXPENSE) | ||
Interest income | 49 | |
Interest expense - stockholder | (11,473) | |
Foreign currency exchange gain (loss) | 13,089 | (10,430) |
TOTAL OTHER INCOME (EXPENSE) | 1,616 | (10,381) |
NET LOSS | (1,023,422) | (302,481) |
COMPREHENSIVE LOSS | ||
Foreign exchange translation loss | (1,070) | (156,338) |
TOTAL COMPREHENSIVE LOSS | $ (1,024,492) | $ (458,819) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.15) | $ (0.05) |
Weighted average common shares - basic and diluted (in shares) | 6,613,338 | 6,613,338 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Preferred Stock [Member]Preferred Class A [Member] | AOCI Attributable to Parent [Member] | Total |
BALANCE (in shares) at Dec. 31, 2013 | 7,613,338 | (1,000,000) | ||||
BALANCE at Dec. 31, 2013 | $ 7,613 | $ 5,316,322 | $ (4,980,394) | $ (100,000) | $ 8,757 | $ 252,298 |
Stock compensation - stock options | 85,168 | 85,168 | ||||
Foreign currency translation loss | (156,338) | (156,338) | ||||
Net Income (Loss) Attributable to Parent | (302,481) | (302,481) | ||||
BALANCE (in shares) at Dec. 31, 2014 | 7,613,338 | (1,000,000) | ||||
BALANCE at Dec. 31, 2014 | $ 7,613 | 5,401,490 | (5,282,875) | $ (100,000) | (147,581) | (121,353) |
Stock compensation - stock options | 478,629 | 478,629 | ||||
Foreign currency translation loss | (1,070) | (1,070) | ||||
Net Income (Loss) Attributable to Parent | (1,023,422) | (1,023,422) | ||||
BALANCE (in shares) at Dec. 31, 2015 | 7,612,838 | (1,000,000) | ||||
BALANCE at Dec. 31, 2015 | $ 761 | 5,886,971 | (6,306,297) | $ (100,000) | (148,651) | (667,216) |
Stock compensation - stock options | 450,566 | 450,566 | ||||
Net Income (Loss) Attributable to Parent | (1,719,749) | (1,719,749) | ||||
BALANCE (in shares) at Sep. 30, 2016 | 8,307,915 | |||||
BALANCE at Sep. 30, 2016 | $ 831 | $ 11,137,911 | $ (8,026,046) | $ (174,108) | $ 2,938,591 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net Loss | $ (1,023,422) | $ (302,481) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 143 | 380 |
Stock based compensation | 478,629 | 85,168 |
Interest added to bridge loan | 11,473 | |
Changes in operating assets and liabilities | ||
Prepaid research and development expenses | 47,224 | |
Other assets | (2,916) | (1,084) |
Accounts payable and accrued expenses | 154,529 | 15,423 |
Income taxes payable | 223 | (600) |
NET CASH USED IN OPERATING ACTIVITIES | (381,341) | (155,970) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (1,791) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,791) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from bridge loan | 387,630 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 387,630 | |
Effect of exchange rate on cash and cash quivalents | (23,888) | 22,720 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (19,390) | (133,250) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 22,733 | 155,983 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 3,343 | 22,733 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | ||
Cash paid for income taxes |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Nature of Operations [Text Block] | NOTE 1 ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”) was originally incorporated in Delaware on February 3, 1994 February 1994, For the next 10 February 6, 2004, 11 That same year, a biotechnology company called Protagenic Therapeutics, Inc. (referred to herein as “Prior Protagenic”) was organized on September 29, 2004 September 14, 2015, August 7, 2015. Protagenic Therapeutics Canada (2006) 2006 7 On January 31, 2007, March 2005 May 2, 2007, As part of a corporate re-branding strategy, on June 25, 2009, The Reverse Business Combination (Merger) On February 12, 2016 June 17, 2016, On the Closing Date, all of the issued and outstanding (6,612,838) 1 1 $0.000001 1 1 1,807,744 $0.87 3,403,367 $1.03 The common stockholders of Atrinsic, Inc. before the Merger (“Predecessor”) retained 25,867 $0.0001 297,468 17,784 $1.25 295,945 $1.25 $665,000 $35,000 The Merger is being accounted for as a “Reverse Business Combination,” and Prior Protagenic is deemed to be the accounting acquirer in the merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Prior Protagenic, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Prior Protagenic, historical operations of Prior Protagenic and combined operations of Prior Protagenic, Predecessor and the Company from the Closing Date of the Merger. Further, as a result of the issuance of the shares of Series B Preferred Stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger. The Merger will be treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Predecessor before the Merger will be replaced with the historical financial statements of Prior Protagenic before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”). At the closing of the Merger, Predecessor had a 51% 49% 51% Immediately after the closing of the Merger, the Company also split off all of its equity interest in 29 The Private Offering Concurrently and a condition of the closing of the Merger, we conducted the first first 2,775,000 $1.25 $3,468,750. $350,000 $150,000 March 2, 2016, second 913,200 $1,141,500. April 15, 2016 420,260 $525,325. $159,183 $15,000 $266,727 127,346 $146,641 $1.25 three 4,108,460 $4,635,575 $4,283,438 $5,135,575 $4,783,438, $350,000 $150,000 Debt Exchange Simultaneous with the Merger and the Private Offering, holders of $665,000 $35,000 295,945 $1.25 $340,784 6). The Reverse Split Our stockholders voted at a special meeting held on June 17, 2016 1 15,463.7183 1 1 9.99% July 27, 2016, 10,146,000 11,018,766 10,146,000 872,766 one September 30, 2016, 8,221,837 8,221,837 (1,924,163) fourth 2016 Also at this time, the total number of stock which the Company is authorized to issue will be 120,000,000, 100,000,000 $0.0001 20,000,000 $0.000001 | NOTE 1 Protagenic Therapeutics, Inc. (“PTI U.S.A.”) was organized on September 29, 2004 September 14, 2015, August 7, 2015. Protagenic Therapeutics Canada (2006) 2006 |
Note 2 - Liquidity
Note 2 - Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Liquidity and Going Concern [Text Block] | NOTE 2 - LIQUIDITY As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $1,719,749 $586,387 nine September 30, 2016 2015, $455,476 $439,477 three September 30, 2016 2015, $8,026,046 September 30, 2016. three nine $2,937,320 September 30, 2016 eighteen 2018. | NOTE 2 As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $1,023,422 $302,481 December 31, 2015 2014, $6,306,297 December 31, 2015, $675,015 December 31, 2015. The Company intends to finance its activities through managing current cash and cash equivalents on hand and seeking additional funds raised in the future through the issuance of common stock, borrowing of funds or merging with another company (see Note 11). February 2016 April 2016, $4,635,575 $4,283,438) 2017. 12 $2,691,000. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Significant Accounting Policies [Text Block] | NOTE 3 SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2016 2015. The condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which was merged with and into Protagenic Acquisition Corp, on February 12, 2016, The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2015, December 31, 2015 2014 8 July 12, 2016. three nine September 30, 2016 December 31, 2016 Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, assessment of intangible assets, including goodwill and income tax provisions and allowances. The Company also relies on estimates for the valuation of stock-based compensation expense and financial instruments. Goodwill and indefinite-lived assets Goodwill and indefinite-lived assets are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. On the date of the Merger, the Company recorded the fair value of shares given to Predeccesor stockholders as Goodwill, and subsequent to the merger the Company determined that goodwill was impaired and wrote it down to zero. The allocation of the consideration transferred is as follows: Allocated to: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger date 404,169 Goodwill 404,169 Net value of consideration $ 0 Fair Value Measurements Accounting Standards Codification 820, 820”) 820 three 1) 3). The three Level 1 Level 2 Level 3 Cash equivalents consisting of money market funds are carried at cost which approximate fair value due to its short-term nature. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of September 30, 2016. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrant liabilities $ 516,757 $ — $ — $ 516,757 $ 516,757 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) nine September 30, 2016: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2015 $ — Issuance of derivative warrants liabilities 487,425 Change in fair value of derivative warrant liabilities 29,332 Balance, September 30, 2016 $ 516,757 The fair value of the derivative feature of the 127,346 295,945 February 12 , 201 6 September 30 , 201 6 Risk free interest rate 1.20 % 1.14 % Dividend yield 0.00 % 0.00 % Expected volatility 156 % 213 % Contractual term (in years) 5.0 4.25 Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Dividend yield: The Company uses a 0% Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Remaining term: The Company’s remaining term is based on the remaining contractual maturity of the warrants. During the nine September 30, 2016, $29,332 Impairment The Company estimates the expected undiscounted future cash flows and operating plans and compares such amounts to the carrying amount of the goodwill to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the goodwill to the fair value. The factors used to determine fair value are subject to management’s judgement and expertise and include, but are not limited to, recent sales prices of comparable companies, the present value of future cash flows, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. These assumptions represent Level 3 nine September 30, 2016 $404,169. Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815 10 05 4 815 40 25 The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 The Company utilizes a Black-Scholes option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company determined the fair value of the binomial lattice model and the Black-Scholes valuation model to be materially the same. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. Revenue Recognition The Company has not begun planned principal operations and has not generated any revenue since inception. Stock-Based Compensation Expenses The Company accounts for stock based compensation costs under the provisions of ASC No. 718, 718. 718 Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505 50, Equity – Equity Based Payments to Non-Employees, Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. For the nine September 30, 2016 2015, 6,418,887 4,801,112, nine September 30, 2016 2015, 2,796,929 0, Potentially Outstanding Dilutive Common Shares For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 2,796,929 - Stock Option Shares 2,592,229 1,647,745 Warrant Shares 3,826,658 3,153,367 Total potentially outstanding dilutive common shares 9,215,816 4,801,112 Recent accounting pronouncements In November 2015, 2015 17, 740). 2015 17 December 15, 2016. On March 30, 2016, 2016 09, December 15, 2016, In February 2016, 2016 02, 2016 02 2016 02 December 15, 2018, In August 2016, 2016 15, “Statement of Cash Flows (Topic 230): 2016 15”). 2016 15 eight 2016 15 December 15, 2017. 2016 15 Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements filed with this annual report. | NOTE 3 Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of PTI U.S.A, and its wholly owned subsidiary, PTI Canada. All significant intercompany transactions and balances have been eliminated from the consolidated financial statements. PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 Foreign Currency Translation and Transactions The assets and liabilities of the Company’s foreign subsidiary PTI Canada are translated into U.S. dollars from its functional currency using the exchange rate in effect at the balance sheets date. Additionally, the accounts on the statements of operations are translated using exchange rates approximating average rates prevailing during the years. Equity accounts are translated at historical exchange rates. Translation adjustments that arise from translating its financial statements from the local currency to the U.S. dollar are accumulated and reflected as a separate component of stockholders’ deficit. The current year effect of the transaction adjustments are included on the statement of operations as a foreign currency exchange gain (loss). Use of Estimates In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates include accruals, contingencies, valuation allowance for deferred tax assets and valuation of stock options and warrants. These estimates may Cash and Cash Equivalents Cash equivalents consist of money market instruments with an original maturity at the time of purchase of three two one may Equipment Equipment was stated at cost less accumulated depreciation. Improvements and replacements of equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of equipment are charged to expense as incurred. When assets are retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss will be reported in the consolidated statements of operations. Depreciation is computed using straight- line methods over their estimated useful lives ranging from 3 5 PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Rebates from Research and Development Credits The Company derives rebates from scientific research and experimental development tax credits issued by the Canada Revenue Agency for qualified expenditures. The credits are recognized when the rebate is issued. The amounts received are reinvested into the Company’s scientific research, experimental development and operational works conducted in Canada. Research and Development Expenses, net of Rebates The Company’s research and development expenditures for present and future products are expensed as incurred. Treasury Stock Management of the Company does not plan to retire the stock and applies the cost method to its treasury stock transactions. Differences between proceeds for reissuance of treasury stock and the cost are credited or charged to additional paid in capital to the extent of the prior credits and thereafter to accumulated deficit. Fair Value Measurements Accounting Standards Codification 820, 820”) 820 three 1) 3). The three Level 1 Level 2 Level 3 There were no transfers in or out of any level for the years ended December 31, 2015 2014. Cash and cash equivalents, accounts payable, and accrued expenses carry value equals approximately the fair value due to its short term nature. Based on the borrowing rates currently available to the Company for loans with similar terms and the expected short term maturity, the carrying value of the bridge note payable approximates fair value. PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC No. 718, Compensation—Stock Compensation 718. 718 718 Income Taxes The Company accounts for income taxes utilizing the liability method. Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement basis and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized. Management has determined that a valuation allowance is required for the deferred tax assets which is primarily attributable to net operating loss carry forwards for federal and state tax purposes. The net operating losses expire through 2035 2022 Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted-average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially dilutive securities consisting of options and warrants aggregating 5,111,111 4,371,111 December 31, 2015 2014, . PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 Recent Accounting Pronouncements On March 30, 2016, 2016 09, December 15, 2016, In February 2016, 2016 02, Leases 2016 02 2016 02 December 15, 2018, In November 2015, 2015 17, Income taxes. 2015 17 December 15, 2016, In August 2014, 2014 15, 2014 15 (1) (2) (3) (4) (5) (6) one December 15, 2016, Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements filed with this annual report. |
Note 4 - Accounts Payable and A
Note 4 - Accounts Payable and Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 4 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: September 30, 2016 December 31, 2015 Legal $ 10,723 $ 186,936 Salaries - 41,166 Patent expense 31,315 29,239 Research and development 67,560 8,128 Payroll taxes and employee benefits - 6,222 Other 21,113 7,564 Accounting and tax expenses 857 - $ 131,568 $ 279,255 | NOTE 4 Accounts payable and accrued expenses consist of the following as of December 31: 201 5 201 4 Legal expenses $ 186,936 $ 51,120 Salaries 41,166 -- Patent cost 29,239 87,244 Research and development 8,128 6,089 Payroll taxes and employee benefits 6,222 -- Other 4,841 1,280 $ 276,532 $ 145,733 |
Note 5 - Bridge Loan Payable -
Note 5 - Bridge Loan Payable - Stockholder | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | NOTE 5 During January 1, 2015 February 12, 2016, $422,752 $1.25 10% $7,905 $0 nine September 30, 2016 2015, February 12, 2016, $350,000 $1.25 June 17, 2016, $75,265 $1.25 | NOTE 5 The Company did not 2014. January 1, 2015 December 31, 2015, $399,103 $1.25 10% $11,473 December 31, 2015. December 31, 2015, $350,000 $1.25 June 2016, $1.25 |
Note 6 - Derivative Liabilities
Note 6 - Derivative Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 6 Upon closing of the private placement transactions on February 12, 2016, 127,346 295,945 $1.25 five |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 STOCKHOLDERS’ EQUITY (DEFICIT) On June 17, 2016, third July 27, 2016 one 15,463.7183 15,463.7183 one 100 100 $0.000001 $0.0001 5 20 Stock-Based Compensation In connection with the Merger, all of the issued and outstanding options to purchase shares of Prior Protagenic common stock converted, on a 1 1 New Options 2006 2006 The Plan is authorized to issue up to 2,000,000 one five ten There were 2,592,229 September 30, 2016. Expected dividend yield 0% Risk free interest rate 1.01% - 2.43% Expected life in years 5 Expected volatility 85% - 213% The following is an analysis of the stock option grant activity under the Plan: Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2016 1,707,744 $ 0.84 Granted 1,301,084 $ 1.25 Expired (416,599 ) Outstanding September 30, 2016 2,592,229 $ 1.04 On February 12, 2016, 100,000 2006 $1.25 ten three 35 0.18 2,778 $10,383 $5,192 nine three September 30, 2016 March 31, 2016, On April 15, 2016, 40,000 5,000 10 24 $1.25 175,000 On April 15, 2016, 1,008,299 10 12 48 $1.25 During the quarter, 17,785 3 $1.25 The total number of options granted and vested during the nine September 30, 2016 1,974,445 133,229, 1,974,445 $1.25 The Company recognized compensation expense related to options issued of $450,566 nine September 30, 2016. On June 17, 2016, 2016 2006 8 June 20, 2016. Warrants: In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 1 New Warrants Simultaneous with the Merger and the Private Offering, New Warrants to purchase 3,403,367 $1.05 $665,000 $35,000 five 295,945 $1.25 127,346 $1.25 423,291 6. A summary of warrant issuances are as follows: Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2016 3,403,367 $ 1.05 Granted 423,291 $ 1.25 Outstanding September 30, 2016 3,826,658 $ 1.07 | NOTE 6 Common Stock The Company adopted a certificate of amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of its $.001 10,000,000 20,000,000 October 2, 2015. No December 31, 2015 2014. Stock-Based Compensation On March 15, 2006, 2006 140,000 April 1, 2012, 2,000,000 one five ten December 31, 2015 2014, 490,000 240,000 $1.25 $1.00 2015 2014 six five one Management has determined that for each round of stock options granted, it was reasonable to estimate the fair value of the common stock options using the Black Scholes option pricing model. Accordingly, the Company has accounted for options using this calculated value method. Based on the fact that the Company is a privately held company with no revenue, management has estimated its expected future equity volatility factor in valuing the Company’s common stock equivalents by starting with its historical volatility adjusted for the volatility of equity interests from comparable publicly traded and privately held published companies to arrive at such industry benchmarks to evaluate. The fair value of each stock option granted and warrant issued during 2015 2014 2015 2014 Expected dividend yield 0% 0 % Risk free interest rate 1.66% - 2.43% 2.30 % Expected life in years 10 10 Expected volatility 85% 85 % No December 31, 2015 2014. December 31, 2015, no $190,751 $85,168 December 31, 2015 2014, Stock-Based Compensation (continued) As of December 31, 2015 2014, 292,256 782,256, December 31, 2015 $290,985, The following is an analysis of the stock option grant activity under the Plan: Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2014 977,744 $ 0.60 Granted 240,000 $ 1.00 Outstanding December, 31, 2014 1,217,744 $ 0.68 Granted 490,000 $ 1.25 Outstanding December, 31, 2015 1,707,744 $ 0.84 The following is an analysis of the vested and non-vested stock options under the Plan as of December 31, 2015: Number of Options Expiration Date Remaining Contractual Life (Years) Exercise Price 104,150 March 1, 2016 0.17 $ 0.26 312,449 March 15, 2016 0.21 $ 0.26 55,000 August 1, 2016 0.59 $ 0.26 60,000 November 1, 2016 0.84 $ 0.26 21,145 February 1, 2017 1.09 $ 1.00 290,000 March 1, 2021 5.25 $ 1.00 10,000 June 10, 2021 5.45 $ 1.00 50,000 April 1, 2022 6.25 $ 1.00 75,000 December 1, 2022 6.92 $ 1.00 90,000 March 1, 2024 8.17 $ 1.00 215,000 March 1, 2025 9.17 $ 1.25 75,000 March 9, 2025 9.19 $ 1.25 150,000 March 1, 2027 11.17 $ 1.00 200,000 January 22, 2030 14.07 $ 1.25 1,707,744 Warrants The Company has conducted private placement offerings to raise financing since its formation. In connection with the private placement offerings that occurred in 2013, 2011, 2007, $1.00 $0.001 3 $1.00 ten The Company has warrants outstanding as follows: December 31, 2015 December 31, 2014 Financing and stock subscriptions (includes 300,000 warrants to the Major Stockholder and Chairman) 2,100,000 2,100,000 Consultants 350,000 100,000 Major Stockholder and Chairman 953,367 953,367 Total Warrants Issued 3,403,367 3,153,367 A summary of warrant issuances are as follows: Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2014 3,153,367 $ 1.01 Granted - $ - Outstanding December, 31, 2014 3,153,367 $ 1.00 Granted 250,000 $ 1.25 Outstanding December, 31, 2015 3,403,367 $ 1.05 All outstanding warrants are currently exercisable. A summary of warrants issued and outstanding at December 31, 2015 Number of Common Stock Equivalents Expiration Date Remaining Contractual Life(Years) Exercise Price 100,000 01/01/2017 1.2 $ 1.25 675,000 07/07/2021 5.5 to 6.7 $ 1.00 2,628,367 12/20/2023 7.3 to 8.1 $ 1.05 3,403,367 The Company recognized stock-based compensation expense pertaining to the warrants issued of $287,878 $0 December 31, 2015 2014, As of December 31, 2015, 1,253,367 417,789 $1.00 10 May 19, 2021 100,000 February18, 2023 317,789 |
Note 8 - Collaborative Agreemen
Note 8 - Collaborative Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
In Process Research and Development [Member] | ||
Notes to Financial Statements | ||
Intangible Assets Disclosure [Text Block] | NOTE 8 COLLABORATIVE AGREEMENTS The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 March 31, 2013. The Company and the University entered into an agreement effective April 1, 2014 March 30, 2015. September 2015, September 30, 2016 Prior to January 1, 2016 25,000 $1.00 10 April 1, 2022. September 30, 2016 275,000 125,000 $1.00 10 13 March 30, 2021 March 1, 2027. The sponsorship research and development expenses pertaining to the Research Agreements were $3,000 $7,056 three September 30, 2016 2015, $4,500 $10,584 nine September 30, 2016, | NOTE 8 The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 March 31, 2013. The Company and the University entered into an agreement effective April 1, 2014 March 31, 2015. September 2015, March 31, 2016 As of December 31, 2015 129,000 $.26 $1.00 10 March 15, 2016 April 1, 2022. December 31, 2015 483,299 62,500 $0.26 $1.00 10 13 March 15, 2016 March 1, 2027. The sponsorship research and development expenses were $170,575 $67,270 December 31, 2015 2014, |
Note 9 - Licensing Agreements
Note 9 - Licensing Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Licensing Agreements [Member] | ||
Notes to Financial Statements | ||
Intangible Assets Disclosure [Text Block] | NOTE 9 LICENSING AGREEMENTS On July 31, 2005, February 18, 2015 Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% 10% September 9, 2006, 2.5% no nine September 30, 2016 2015 In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may 3% may may may 2.5% The patent applications were made in the name of the Professor and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the six | NOTE 9 On July 31, 2005, February 18, 2015 Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% 10% September 9, 2006, 2.5% no December 31, 2015 2014 In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may 3% may may may 2.5% The Company has incurred legal expense for research and development projects associated with the License Agreement and its amendment of $0 $25,287 December 31, 2015 2014, The Company also incurred patent costs for research and development projects associated with the License Agreement and its amendment of $22,435 60,434 December 31, 2015 2014, The patent applications were made in the name of the Professor and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the six |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 Consulting Agreement The Company had an employment agreement with its Officer/Related Party which expired on December 31, 2015. $6,489 December 31, 2015, 75,000 $64,223 $53,519 2015. As the agreement above expired, the Company issued a consulting agreement in its place that extended the majority of the terms of the employment agreement on a month-to-month basis. As a consultant, he is responsible for financial reporting, data compilation, and document retrieval services, reporting to the Chief Financial Officer, and to endeavor to secure non-dilutive grant funding for the Company. Prior to January 1, 2016, 250,000 $0.26, $1.00, $1.25 10 August 1, 2016 March 9, 2025. $2,000 2016 may fifteen (15) The Company has accrued $20,600 nine September 30, 2016 $0 three nine September 30, 2015. Consulting Agreement PTI Canada entered into a consulting agreement with a stockholder of the Company (the “Consultant”) which expired on December 31, 2015, December 31, 2016 January 1, 2016, 150,000 $1.00 $1.25 10 March 30, 2021 March 1, 2025. CA$3,000 may fifteen (15) The Company has accrued $18,122 three September 30, 2016 $1,619 three September 30, 2015. $67,161 nine September 30, 2016 $1,619 nine September 30, 2015. Legal Proceedings From time to time we may | NOTE 10 CONTINGENCIES Operating Lease with Related Party The Company paid its sole employee and officer, a related party, serving as the interim president and chief operating officer of PTI U.S.A. and a director and president and chief operating officer of PTI Canada (the “Officer/Related Party”), rent on the property which the Company is renting. The Company occupies roughly 1/3 1/3 December 31, 2015, $430 As of January 1, 2016 Employment Agreement The Company had an employment agreement with its sole employee the Officer/Related Party which expired on December 31, 2015. $6,489 December 31, 2015, 75,000 $64,223 $53,519 2015. Consulting Agreement PTI Canada entered into a consulting agreement with a stockholder of the Company, (the “Consultant”) which expired on December 31, 2015 December 31, 2015, 100,000 4,167 $1.00 10 March 30, 2021 March 1, 2024. $42,816 $35,680 2015. CA$1,000 may i.e. fifteen (15) The Company paid the Consultant $10,861 $11,650 December 31, 2015 2014, Legal Proceedings From time to time we may |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Subsequent Events [Text Block] | NOTE 11 SUBSEQUENT EVENTS The Company has evaluated the period after the balance sheet date up through the date that the condensed consolidated financial statements were filed, and determined that other than noted above, there were subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements. At the October 26, 2016 one 25,000 $1.25 48 100,000 one 3 January 2017 January 2020. | NOTE 11 On February 12, 2016, Acquisition Corp. Atrinsic Merger Simultaneously with the Merger, on February 12, 2016, 1 1 $0.000001 Series B Preferred Stock February 12, 2016, 1 1 2006 February 12, 2016, one one 15,463.7183 Concurrently with the closing of the Merger, we conducted the first first 2,775,000 $1.25 $3,468,750. $350,000 $150,000 March 2, 2016 second 913,200 $1,141,500. April 15, 2016 420,260 $525,325. For all three $4,635,575 $4,283,438 $5,135,575 $4,783,438, $500,000 4,108,460 $159,183 $15,000 127,346 $1.25 |
Note 1 - Organization and Nat23
Note 1 - Organization and Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Nature of Operations [Text Block] | NOTE 1 ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”) was originally incorporated in Delaware on February 3, 1994 February 1994, For the next 10 February 6, 2004, 11 That same year, a biotechnology company called Protagenic Therapeutics, Inc. (referred to herein as “Prior Protagenic”) was organized on September 29, 2004 September 14, 2015, August 7, 2015. Protagenic Therapeutics Canada (2006) 2006 7 On January 31, 2007, March 2005 May 2, 2007, As part of a corporate re-branding strategy, on June 25, 2009, The Reverse Business Combination (Merger) On February 12, 2016 June 17, 2016, On the Closing Date, all of the issued and outstanding (6,612,838) 1 1 $0.000001 1 1 1,807,744 $0.87 3,403,367 $1.03 The common stockholders of Atrinsic, Inc. before the Merger (“Predecessor”) retained 25,867 $0.0001 297,468 17,784 $1.25 295,945 $1.25 $665,000 $35,000 The Merger is being accounted for as a “Reverse Business Combination,” and Prior Protagenic is deemed to be the accounting acquirer in the merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Prior Protagenic, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Prior Protagenic, historical operations of Prior Protagenic and combined operations of Prior Protagenic, Predecessor and the Company from the Closing Date of the Merger. Further, as a result of the issuance of the shares of Series B Preferred Stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger. The Merger will be treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Predecessor before the Merger will be replaced with the historical financial statements of Prior Protagenic before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”). At the closing of the Merger, Predecessor had a 51% 49% 51% Immediately after the closing of the Merger, the Company also split off all of its equity interest in 29 The Private Offering Concurrently and a condition of the closing of the Merger, we conducted the first first 2,775,000 $1.25 $3,468,750. $350,000 $150,000 March 2, 2016, second 913,200 $1,141,500. April 15, 2016 420,260 $525,325. $159,183 $15,000 $266,727 127,346 $146,641 $1.25 three 4,108,460 $4,635,575 $4,283,438 $5,135,575 $4,783,438, $350,000 $150,000 Debt Exchange Simultaneous with the Merger and the Private Offering, holders of $665,000 $35,000 295,945 $1.25 $340,784 6). The Reverse Split Our stockholders voted at a special meeting held on June 17, 2016 1 15,463.7183 1 1 9.99% July 27, 2016, 10,146,000 11,018,766 10,146,000 872,766 one September 30, 2016, 8,221,837 8,221,837 (1,924,163) fourth 2016 Also at this time, the total number of stock which the Company is authorized to issue will be 120,000,000, 100,000,000 $0.0001 20,000,000 $0.000001 | NOTE 1 Protagenic Therapeutics, Inc. (“PTI U.S.A.”) was organized on September 29, 2004 September 14, 2015, August 7, 2015. Protagenic Therapeutics Canada (2006) 2006 |
Note 2 - Liquidity24
Note 2 - Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Liquidity and Going Concern [Text Block] | NOTE 2 - LIQUIDITY As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $1,719,749 $586,387 nine September 30, 2016 2015, $455,476 $439,477 three September 30, 2016 2015, $8,026,046 September 30, 2016. three nine $2,937,320 September 30, 2016 eighteen 2018. | NOTE 2 As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $1,023,422 $302,481 December 31, 2015 2014, $6,306,297 December 31, 2015, $675,015 December 31, 2015. The Company intends to finance its activities through managing current cash and cash equivalents on hand and seeking additional funds raised in the future through the issuance of common stock, borrowing of funds or merging with another company (see Note 11). February 2016 April 2016, $4,635,575 $4,283,438) 2017. 12 $2,691,000. |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Significant Accounting Policies [Text Block] | NOTE 3 SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2016 2015. The condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which was merged with and into Protagenic Acquisition Corp, on February 12, 2016, The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2015, December 31, 2015 2014 8 July 12, 2016. three nine September 30, 2016 December 31, 2016 Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, assessment of intangible assets, including goodwill and income tax provisions and allowances. The Company also relies on estimates for the valuation of stock-based compensation expense and financial instruments. Goodwill and indefinite-lived assets Goodwill and indefinite-lived assets are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. On the date of the Merger, the Company recorded the fair value of shares given to Predeccesor stockholders as Goodwill, and subsequent to the merger the Company determined that goodwill was impaired and wrote it down to zero. The allocation of the consideration transferred is as follows: Allocated to: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger date 404,169 Goodwill 404,169 Net value of consideration $ 0 Fair Value Measurements Accounting Standards Codification 820, 820”) 820 three 1) 3). The three Level 1 Level 2 Level 3 Cash equivalents consisting of money market funds are carried at cost which approximate fair value due to its short-term nature. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of September 30, 2016. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrant liabilities $ 516,757 $ — $ — $ 516,757 $ 516,757 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) nine September 30, 2016: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2015 $ — Issuance of derivative warrants liabilities 487,425 Change in fair value of derivative warrant liabilities 29,332 Balance, September 30, 2016 $ 516,757 The fair value of the derivative feature of the 127,346 295,945 February 12 , 201 6 September 30 , 201 6 Risk free interest rate 1.20 % 1.14 % Dividend yield 0.00 % 0.00 % Expected volatility 156 % 213 % Contractual term (in years) 5.0 4.25 Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Dividend yield: The Company uses a 0% Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Remaining term: The Company’s remaining term is based on the remaining contractual maturity of the warrants. During the nine September 30, 2016, $29,332 Impairment The Company estimates the expected undiscounted future cash flows and operating plans and compares such amounts to the carrying amount of the goodwill to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the goodwill to the fair value. The factors used to determine fair value are subject to management’s judgement and expertise and include, but are not limited to, recent sales prices of comparable companies, the present value of future cash flows, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. These assumptions represent Level 3 nine September 30, 2016 $404,169. Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815 10 05 4 815 40 25 The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 The Company utilizes a Black-Scholes option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company determined the fair value of the binomial lattice model and the Black-Scholes valuation model to be materially the same. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. Revenue Recognition The Company has not begun planned principal operations and has not generated any revenue since inception. Stock-Based Compensation Expenses The Company accounts for stock based compensation costs under the provisions of ASC No. 718, 718. 718 Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505 50, Equity – Equity Based Payments to Non-Employees, Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. For the nine September 30, 2016 2015, 6,418,887 4,801,112, nine September 30, 2016 2015, 2,796,929 0, Potentially Outstanding Dilutive Common Shares For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 2,796,929 - Stock Option Shares 2,592,229 1,647,745 Warrant Shares 3,826,658 3,153,367 Total potentially outstanding dilutive common shares 9,215,816 4,801,112 Recent accounting pronouncements In November 2015, 2015 17, 740). 2015 17 December 15, 2016. On March 30, 2016, 2016 09, December 15, 2016, In February 2016, 2016 02, 2016 02 2016 02 December 15, 2018, In August 2016, 2016 15, “Statement of Cash Flows (Topic 230): 2016 15”). 2016 15 eight 2016 15 December 15, 2017. 2016 15 Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements filed with this annual report. | NOTE 3 Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of PTI U.S.A, and its wholly owned subsidiary, PTI Canada. All significant intercompany transactions and balances have been eliminated from the consolidated financial statements. PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 Foreign Currency Translation and Transactions The assets and liabilities of the Company’s foreign subsidiary PTI Canada are translated into U.S. dollars from its functional currency using the exchange rate in effect at the balance sheets date. Additionally, the accounts on the statements of operations are translated using exchange rates approximating average rates prevailing during the years. Equity accounts are translated at historical exchange rates. Translation adjustments that arise from translating its financial statements from the local currency to the U.S. dollar are accumulated and reflected as a separate component of stockholders’ deficit. The current year effect of the transaction adjustments are included on the statement of operations as a foreign currency exchange gain (loss). Use of Estimates In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates include accruals, contingencies, valuation allowance for deferred tax assets and valuation of stock options and warrants. These estimates may Cash and Cash Equivalents Cash equivalents consist of money market instruments with an original maturity at the time of purchase of three two one may Equipment Equipment was stated at cost less accumulated depreciation. Improvements and replacements of equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of equipment are charged to expense as incurred. When assets are retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss will be reported in the consolidated statements of operations. Depreciation is computed using straight- line methods over their estimated useful lives ranging from 3 5 PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Rebates from Research and Development Credits The Company derives rebates from scientific research and experimental development tax credits issued by the Canada Revenue Agency for qualified expenditures. The credits are recognized when the rebate is issued. The amounts received are reinvested into the Company’s scientific research, experimental development and operational works conducted in Canada. Research and Development Expenses, net of Rebates The Company’s research and development expenditures for present and future products are expensed as incurred. Treasury Stock Management of the Company does not plan to retire the stock and applies the cost method to its treasury stock transactions. Differences between proceeds for reissuance of treasury stock and the cost are credited or charged to additional paid in capital to the extent of the prior credits and thereafter to accumulated deficit. Fair Value Measurements Accounting Standards Codification 820, 820”) 820 three 1) 3). The three Level 1 Level 2 Level 3 There were no transfers in or out of any level for the years ended December 31, 2015 2014. Cash and cash equivalents, accounts payable, and accrued expenses carry value equals approximately the fair value due to its short term nature. Based on the borrowing rates currently available to the Company for loans with similar terms and the expected short term maturity, the carrying value of the bridge note payable approximates fair value. PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC No. 718, Compensation—Stock Compensation 718. 718 718 Income Taxes The Company accounts for income taxes utilizing the liability method. Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement basis and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized. Management has determined that a valuation allowance is required for the deferred tax assets which is primarily attributable to net operating loss carry forwards for federal and state tax purposes. The net operating losses expire through 2035 2022 Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted-average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially dilutive securities consisting of options and warrants aggregating 5,111,111 4,371,111 December 31, 2015 2014, . PROTAGENIC THERAPEUTICS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 NOTE 3 Recent Accounting Pronouncements On March 30, 2016, 2016 09, December 15, 2016, In February 2016, 2016 02, Leases 2016 02 2016 02 December 15, 2018, In November 2015, 2015 17, Income taxes. 2015 17 December 15, 2016, In August 2014, 2014 15, 2014 15 (1) (2) (3) (4) (5) (6) one December 15, 2016, Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements filed with this annual report. |
Note 4 - Accounts Payable and26
Note 4 - Accounts Payable and Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 4 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: September 30, 2016 December 31, 2015 Legal $ 10,723 $ 186,936 Salaries - 41,166 Patent expense 31,315 29,239 Research and development 67,560 8,128 Payroll taxes and employee benefits - 6,222 Other 21,113 7,564 Accounting and tax expenses 857 - $ 131,568 $ 279,255 | NOTE 4 Accounts payable and accrued expenses consist of the following as of December 31: 201 5 201 4 Legal expenses $ 186,936 $ 51,120 Salaries 41,166 -- Patent cost 29,239 87,244 Research and development 8,128 6,089 Payroll taxes and employee benefits 6,222 -- Other 4,841 1,280 $ 276,532 $ 145,733 |
Note 5 - Bridge Loans Payable -
Note 5 - Bridge Loans Payable - Stockholder | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | NOTE 5 During January 1, 2015 February 12, 2016, $422,752 $1.25 10% $7,905 $0 nine September 30, 2016 2015, February 12, 2016, $350,000 $1.25 June 17, 2016, $75,265 $1.25 | NOTE 5 The Company did not 2014. January 1, 2015 December 31, 2015, $399,103 $1.25 10% $11,473 December 31, 2015. December 31, 2015, $350,000 $1.25 June 2016, $1.25 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 STOCKHOLDERS’ EQUITY (DEFICIT) On June 17, 2016, third July 27, 2016 one 15,463.7183 15,463.7183 one 100 100 $0.000001 $0.0001 5 20 Stock-Based Compensation In connection with the Merger, all of the issued and outstanding options to purchase shares of Prior Protagenic common stock converted, on a 1 1 New Options 2006 2006 The Plan is authorized to issue up to 2,000,000 one five ten There were 2,592,229 September 30, 2016. Expected dividend yield 0% Risk free interest rate 1.01% - 2.43% Expected life in years 5 Expected volatility 85% - 213% The following is an analysis of the stock option grant activity under the Plan: Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2016 1,707,744 $ 0.84 Granted 1,301,084 $ 1.25 Expired (416,599 ) Outstanding September 30, 2016 2,592,229 $ 1.04 On February 12, 2016, 100,000 2006 $1.25 ten three 35 0.18 2,778 $10,383 $5,192 nine three September 30, 2016 March 31, 2016, On April 15, 2016, 40,000 5,000 10 24 $1.25 175,000 On April 15, 2016, 1,008,299 10 12 48 $1.25 During the quarter, 17,785 3 $1.25 The total number of options granted and vested during the nine September 30, 2016 1,974,445 133,229, 1,974,445 $1.25 The Company recognized compensation expense related to options issued of $450,566 nine September 30, 2016. On June 17, 2016, 2016 2006 8 June 20, 2016. Warrants: In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 1 New Warrants Simultaneous with the Merger and the Private Offering, New Warrants to purchase 3,403,367 $1.05 $665,000 $35,000 five 295,945 $1.25 127,346 $1.25 423,291 6. A summary of warrant issuances are as follows: Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2016 3,403,367 $ 1.05 Granted 423,291 $ 1.25 Outstanding September 30, 2016 3,826,658 $ 1.07 | NOTE 6 Common Stock The Company adopted a certificate of amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of its $.001 10,000,000 20,000,000 October 2, 2015. No December 31, 2015 2014. Stock-Based Compensation On March 15, 2006, 2006 140,000 April 1, 2012, 2,000,000 one five ten December 31, 2015 2014, 490,000 240,000 $1.25 $1.00 2015 2014 six five one Management has determined that for each round of stock options granted, it was reasonable to estimate the fair value of the common stock options using the Black Scholes option pricing model. Accordingly, the Company has accounted for options using this calculated value method. Based on the fact that the Company is a privately held company with no revenue, management has estimated its expected future equity volatility factor in valuing the Company’s common stock equivalents by starting with its historical volatility adjusted for the volatility of equity interests from comparable publicly traded and privately held published companies to arrive at such industry benchmarks to evaluate. The fair value of each stock option granted and warrant issued during 2015 2014 2015 2014 Expected dividend yield 0% 0 % Risk free interest rate 1.66% - 2.43% 2.30 % Expected life in years 10 10 Expected volatility 85% 85 % No December 31, 2015 2014. December 31, 2015, no $190,751 $85,168 December 31, 2015 2014, Stock-Based Compensation (continued) As of December 31, 2015 2014, 292,256 782,256, December 31, 2015 $290,985, The following is an analysis of the stock option grant activity under the Plan: Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2014 977,744 $ 0.60 Granted 240,000 $ 1.00 Outstanding December, 31, 2014 1,217,744 $ 0.68 Granted 490,000 $ 1.25 Outstanding December, 31, 2015 1,707,744 $ 0.84 The following is an analysis of the vested and non-vested stock options under the Plan as of December 31, 2015: Number of Options Expiration Date Remaining Contractual Life (Years) Exercise Price 104,150 March 1, 2016 0.17 $ 0.26 312,449 March 15, 2016 0.21 $ 0.26 55,000 August 1, 2016 0.59 $ 0.26 60,000 November 1, 2016 0.84 $ 0.26 21,145 February 1, 2017 1.09 $ 1.00 290,000 March 1, 2021 5.25 $ 1.00 10,000 June 10, 2021 5.45 $ 1.00 50,000 April 1, 2022 6.25 $ 1.00 75,000 December 1, 2022 6.92 $ 1.00 90,000 March 1, 2024 8.17 $ 1.00 215,000 March 1, 2025 9.17 $ 1.25 75,000 March 9, 2025 9.19 $ 1.25 150,000 March 1, 2027 11.17 $ 1.00 200,000 January 22, 2030 14.07 $ 1.25 1,707,744 Warrants The Company has conducted private placement offerings to raise financing since its formation. In connection with the private placement offerings that occurred in 2013, 2011, 2007, $1.00 $0.001 3 $1.00 ten The Company has warrants outstanding as follows: December 31, 2015 December 31, 2014 Financing and stock subscriptions (includes 300,000 warrants to the Major Stockholder and Chairman) 2,100,000 2,100,000 Consultants 350,000 100,000 Major Stockholder and Chairman 953,367 953,367 Total Warrants Issued 3,403,367 3,153,367 A summary of warrant issuances are as follows: Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2014 3,153,367 $ 1.01 Granted - $ - Outstanding December, 31, 2014 3,153,367 $ 1.00 Granted 250,000 $ 1.25 Outstanding December, 31, 2015 3,403,367 $ 1.05 All outstanding warrants are currently exercisable. A summary of warrants issued and outstanding at December 31, 2015 Number of Common Stock Equivalents Expiration Date Remaining Contractual Life(Years) Exercise Price 100,000 01/01/2017 1.2 $ 1.25 675,000 07/07/2021 5.5 to 6.7 $ 1.00 2,628,367 12/20/2023 7.3 to 8.1 $ 1.05 3,403,367 The Company recognized stock-based compensation expense pertaining to the warrants issued of $287,878 $0 December 31, 2015 2014, As of December 31, 2015, 1,253,367 417,789 $1.00 10 May 19, 2021 100,000 February18, 2023 317,789 |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 7 The components of (loss) income before income taxes are as follows: 2015 2014 Domestic (747,693 ) 16,001 Foreign (275,729 ) (318,482 ) (Loss) income before income taxes (1,023,422 ) (302,481 ) The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2015 2014. For the periods ended December 31, 2015 2014, 34% 2015 2014 Income taxes at Federal statutory rate -34.0 % -34.0 % State income taxes, net of Federal income tax effect -13.0 % -6.0 % Foreign tax rate differential 2.4 % 0.0 % Change in valuation allowance 43.5 % 40.0 % Other 1.1 % 0.0 % Income tax provision 0.0 % 0.0 % The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: 2015 2014 U.S. net operating loss carryforwards 563,000 401,000 Stock compensation 206,000 - Canadian Provincial income tax losses 402,000 333,000 Canadian Provincial scientific investment tax credits 201,000 193,000 1,372,000 927,000 Valuation allowance (1,372,000 ) (927,000 ) Net deferred tax assets - - As of December 31, 2015 2014, $1,310,000 $1,041,000, 2024. 382 may December 31, 2015 2014, $1,303,000 $1,033,000, 2035. As of December 31, 2015 2014, $1,256,000 $980,000, 2026. December 31, 2015 2014, $201,000 $193,000, As a result of losses and uncertainty of future profit, the net deferred tax asset has been fully reserved. The net change in the valuation allowance during the years ended December 31, 2015 2014 $445,000 $67,000, Foreign earnings are assumed to be permanently reinvested. U.S. Federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company has not December 31, 2015 2014. |
Note 8 - Collaborative Agreem30
Note 8 - Collaborative Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
In Process Research and Development [Member] | ||
Notes to Financial Statements | ||
Intangible Assets Disclosure [Text Block] | NOTE 8 COLLABORATIVE AGREEMENTS The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 March 31, 2013. The Company and the University entered into an agreement effective April 1, 2014 March 30, 2015. September 2015, September 30, 2016 Prior to January 1, 2016 25,000 $1.00 10 April 1, 2022. September 30, 2016 275,000 125,000 $1.00 10 13 March 30, 2021 March 1, 2027. The sponsorship research and development expenses pertaining to the Research Agreements were $3,000 $7,056 three September 30, 2016 2015, $4,500 $10,584 nine September 30, 2016, | NOTE 8 The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 March 31, 2013. The Company and the University entered into an agreement effective April 1, 2014 March 31, 2015. September 2015, March 31, 2016 As of December 31, 2015 129,000 $.26 $1.00 10 March 15, 2016 April 1, 2022. December 31, 2015 483,299 62,500 $0.26 $1.00 10 13 March 15, 2016 March 1, 2027. The sponsorship research and development expenses were $170,575 $67,270 December 31, 2015 2014, |
Note 9 - Licensing Agreements31
Note 9 - Licensing Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Licensing Agreements [Member] | ||
Notes to Financial Statements | ||
Intangible Assets Disclosure [Text Block] | NOTE 9 LICENSING AGREEMENTS On July 31, 2005, February 18, 2015 Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% 10% September 9, 2006, 2.5% no nine September 30, 2016 2015 In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may 3% may may may 2.5% The patent applications were made in the name of the Professor and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the six | NOTE 9 On July 31, 2005, February 18, 2015 Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% 10% September 9, 2006, 2.5% no December 31, 2015 2014 In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may 3% may may may 2.5% The Company has incurred legal expense for research and development projects associated with the License Agreement and its amendment of $0 $25,287 December 31, 2015 2014, The Company also incurred patent costs for research and development projects associated with the License Agreement and its amendment of $22,435 60,434 December 31, 2015 2014, The patent applications were made in the name of the Professor and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the six |
Note 10 - Commitments and Con32
Note 10 - Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 Consulting Agreement The Company had an employment agreement with its Officer/Related Party which expired on December 31, 2015. $6,489 December 31, 2015, 75,000 $64,223 $53,519 2015. As the agreement above expired, the Company issued a consulting agreement in its place that extended the majority of the terms of the employment agreement on a month-to-month basis. As a consultant, he is responsible for financial reporting, data compilation, and document retrieval services, reporting to the Chief Financial Officer, and to endeavor to secure non-dilutive grant funding for the Company. Prior to January 1, 2016, 250,000 $0.26, $1.00, $1.25 10 August 1, 2016 March 9, 2025. $2,000 2016 may fifteen (15) The Company has accrued $20,600 nine September 30, 2016 $0 three nine September 30, 2015. Consulting Agreement PTI Canada entered into a consulting agreement with a stockholder of the Company (the “Consultant”) which expired on December 31, 2015, December 31, 2016 January 1, 2016, 150,000 $1.00 $1.25 10 March 30, 2021 March 1, 2025. CA$3,000 may fifteen (15) The Company has accrued $18,122 three September 30, 2016 $1,619 three September 30, 2015. $67,161 nine September 30, 2016 $1,619 nine September 30, 2015. Legal Proceedings From time to time we may | NOTE 10 CONTINGENCIES Operating Lease with Related Party The Company paid its sole employee and officer, a related party, serving as the interim president and chief operating officer of PTI U.S.A. and a director and president and chief operating officer of PTI Canada (the “Officer/Related Party”), rent on the property which the Company is renting. The Company occupies roughly 1/3 1/3 December 31, 2015, $430 As of January 1, 2016 Employment Agreement The Company had an employment agreement with its sole employee the Officer/Related Party which expired on December 31, 2015. $6,489 December 31, 2015, 75,000 $64,223 $53,519 2015. Consulting Agreement PTI Canada entered into a consulting agreement with a stockholder of the Company, (the “Consultant”) which expired on December 31, 2015 December 31, 2015, 100,000 4,167 $1.00 10 March 30, 2021 March 1, 2024. $42,816 $35,680 2015. CA$1,000 may i.e. fifteen (15) The Company paid the Consultant $10,861 $11,650 December 31, 2015 2014, Legal Proceedings From time to time we may |
Note 11 - Subsequent Events33
Note 11 - Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Subsequent Events [Text Block] | NOTE 11 SUBSEQUENT EVENTS The Company has evaluated the period after the balance sheet date up through the date that the condensed consolidated financial statements were filed, and determined that other than noted above, there were subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements. At the October 26, 2016 one 25,000 $1.25 48 100,000 one 3 January 2017 January 2020. | NOTE 11 On February 12, 2016, Acquisition Corp. Atrinsic Merger Simultaneously with the Merger, on February 12, 2016, 1 1 $0.000001 Series B Preferred Stock February 12, 2016, 1 1 2006 February 12, 2016, one one 15,463.7183 Concurrently with the closing of the Merger, we conducted the first first 2,775,000 $1.25 $3,468,750. $350,000 $150,000 March 2, 2016 second 913,200 $1,141,500. April 15, 2016 420,260 $525,325. For all three $4,635,575 $4,283,438 $5,135,575 $4,783,438, $500,000 4,108,460 $159,183 $15,000 127,346 $1.25 |
Note 12 - Restatement of Previo
Note 12 - Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Accounting Changes and Error Corrections [Text Block] | NOTE 12 Subsequent to the original issuance of the Company’s consolidated financial statements for the years ended December 31, 2014 2013, $179,098 2013. December 31, 2014 2013. 108, 2014 Balance Sheet Amounts Previously Reported Adjustment As Restated Additional paid in capital $ 5,580,548 $ (179,058 ) $ 5,401,490 Accumulated deficit $ (5,461,933 ) $ 179,058 $ (5,282,875 ) Statement of Cash Flows Amounts Previously Reported Adjustment As Restated Cash flows from operating activities: Stock based compensation $ 264,226 $ (179,058 ) $ 85,168 Effect of exchange rate on cash and cash equivalents $ (156,338 ) $ 179,058 $ 22,720 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2016 2015. The condensed consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which was merged with and into Protagenic Acquisition Corp, on February 12, 2016, The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2015, December 31, 2015 2014 8 July 12, 2016. three nine September 30, 2016 December 31, 2016 | Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of PTI U.S.A, and its wholly owned subsidiary, PTI Canada. All significant intercompany transactions and balances have been eliminated from the consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, assessment of intangible assets, including goodwill and income tax provisions and allowances. The Company also relies on estimates for the valuation of stock-based compensation expense and financial instruments. | Use of Estimates In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates include accruals, contingencies, valuation allowance for deferred tax assets and valuation of stock options and warrants. These estimates may |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and indefinite-lived assets Goodwill and indefinite-lived assets are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. On the date of the Merger, the Company recorded the fair value of shares given to Predeccesor stockholders as Goodwill, and subsequent to the merger the Company determined that goodwill was impaired and wrote it down to zero. The allocation of the consideration transferred is as follows: Allocated to: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger date 404,169 Goodwill 404,169 Net value of consideration $ 0 | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Accounting Standards Codification 820, 820”) 820 three 1) 3). The three Level 1 Level 2 Level 3 Cash equivalents consisting of money market funds are carried at cost which approximate fair value due to its short-term nature. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of September 30, 2016. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrant liabilities $ 516,757 $ — $ — $ 516,757 $ 516,757 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) nine September 30, 2016: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2015 $ — Issuance of derivative warrants liabilities 487,425 Change in fair value of derivative warrant liabilities 29,332 Balance, September 30, 2016 $ 516,757 The fair value of the derivative feature of the 127,346 295,945 February 12 , 201 6 September 30 , 201 6 Risk free interest rate 1.20 % 1.14 % Dividend yield 0.00 % 0.00 % Expected volatility 156 % 213 % Contractual term (in years) 5.0 4.25 Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Dividend yield: The Company uses a 0% Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Remaining term: The Company’s remaining term is based on the remaining contractual maturity of the warrants. During the nine September 30, 2016, $29,332 | Fair Value Measurements Accounting Standards Codification 820, 820”) 820 three 1) 3). The three Level 1 Level 2 Level 3 There were no transfers in or out of any level for the years ended December 31, 2015 2014. Cash and cash equivalents, accounts payable, and accrued expenses carry value equals approximately the fair value due to its short term nature. Based on the borrowing rates currently available to the Company for loans with similar terms and the expected short term maturity, the carrying value of the bridge note payable approximates fair value. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment The Company estimates the expected undiscounted future cash flows and operating plans and compares such amounts to the carrying amount of the goodwill to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the goodwill to the fair value. The factors used to determine fair value are subject to management’s judgement and expertise and include, but are not limited to, recent sales prices of comparable companies, the present value of future cash flows, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. These assumptions represent Level 3 nine September 30, 2016 $404,169. | |
Derivatives, Policy [Policy Text Block] | Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815 10 05 4 815 40 25 The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 The Company utilizes a Black-Scholes option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company determined the fair value of the binomial lattice model and the Black-Scholes valuation model to be materially the same. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company has not begun planned principal operations and has not generated any revenue since inception. | |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation Expenses The Company accounts for stock based compensation costs under the provisions of ASC No. 718, 718. 718 Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505 50, Equity – Equity Based Payments to Non-Employees, | Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC No. 718, Compensation—Stock Compensation 718. 718 718 |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. For the nine September 30, 2016 2015, 6,418,887 4,801,112, nine September 30, 2016 2015, 2,796,929 0, Potentially Outstanding Dilutive Common Shares For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 2,796,929 - Stock Option Shares 2,592,229 1,647,745 Warrant Shares 3,826,658 3,153,367 Total potentially outstanding dilutive common shares 9,215,816 4,801,112 | Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted-average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially dilutive securities consisting of options and warrants aggregating 5,111,111 4,371,111 December 31, 2015 2014, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements In November 2015, 2015 17, 740). 2015 17 December 15, 2016. On March 30, 2016, 2016 09, December 15, 2016, In February 2016, 2016 02, 2016 02 2016 02 December 15, 2018, In August 2016, 2016 15, “Statement of Cash Flows (Topic 230): 2016 15”). 2016 15 eight 2016 15 December 15, 2017. 2016 15 Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements filed with this annual report. | Recent Accounting Pronouncements On March 30, 2016, 2016 09, December 15, 2016, In February 2016, 2016 02, Leases 2016 02 2016 02 December 15, 2018, In November 2015, 2015 17, Income taxes. 2015 17 December 15, 2016, In August 2014, 2014 15, 2014 15 (1) (2) (3) (4) (5) (6) one December 15, 2016, Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements filed with this annual report. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions The assets and liabilities of the Company’s foreign subsidiary PTI Canada are translated into U.S. dollars from its functional currency using the exchange rate in effect at the balance sheets date. Additionally, the accounts on the statements of operations are translated using exchange rates approximating average rates prevailing during the years. Equity accounts are translated at historical exchange rates. Translation adjustments that arise from translating its financial statements from the local currency to the U.S. dollar are accumulated and reflected as a separate component of stockholders’ deficit. The current year effect of the transaction adjustments are included on the statement of operations as a foreign currency exchange gain (loss). | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash equivalents consist of money market instruments with an original maturity at the time of purchase of three two one may | |
Property, Plant and Equipment, Policy [Policy Text Block] | Equipment Equipment was stated at cost less accumulated depreciation. Improvements and replacements of equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of equipment are charged to expense as incurred. When assets are retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss will be reported in the consolidated statements of operations. Depreciation is computed using straight- line methods over their estimated useful lives ranging from 3 5 | |
Research and Development Expense, Policy [Policy Text Block] | Rebates from Research and Development Credits The Company derives rebates from scientific research and experimental development tax credits issued by the Canada Revenue Agency for qualified expenditures. The credits are recognized when the rebate is issued. The amounts received are reinvested into the Company’s scientific research, experimental development and operational works conducted in Canada. Research and Development Expenses, net of Rebates The Company’s research and development expenditures for present and future products are expensed as incurred. | |
Stockholders' Equity, Policy [Policy Text Block] | Treasury Stock Management of the Company does not plan to retire the stock and applies the cost method to its treasury stock transactions. Differences between proceeds for reissuance of treasury stock and the cost are credited or charged to additional paid in capital to the extent of the prior credits and thereafter to accumulated deficit. | |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes utilizing the liability method. Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement basis and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized. Management has determined that a valuation allowance is required for the deferred tax assets which is primarily attributable to net operating loss carry forwards for federal and state tax purposes. The net operating losses expire through 2035 2022 |
Note 3 - Summary of Significa36
Note 3 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Allocated to: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger date 404,169 Goodwill 404,169 Net value of consideration $ 0 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrant liabilities $ 516,757 $ — $ — $ 516,757 $ 516,757 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2015 $ — Issuance of derivative warrants liabilities 487,425 Change in fair value of derivative warrant liabilities 29,332 Balance, September 30, 2016 $ 516,757 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | February 12 , 201 6 September 30 , 201 6 Risk free interest rate 1.20 % 1.14 % Dividend yield 0.00 % 0.00 % Expected volatility 156 % 213 % Contractual term (in years) 5.0 4.25 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially Outstanding Dilutive Common Shares For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 2,796,929 - Stock Option Shares 2,592,229 1,647,745 Warrant Shares 3,826,658 3,153,367 Total potentially outstanding dilutive common shares 9,215,816 4,801,112 |
Note 4 - Accounts Payable and37
Note 4 - Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes Tables | ||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | September 30, 2016 December 31, 2015 Legal $ 10,723 $ 186,936 Salaries - 41,166 Patent expense 31,315 29,239 Research and development 67,560 8,128 Payroll taxes and employee benefits - 6,222 Other 21,113 7,564 Accounting and tax expenses 857 - $ 131,568 $ 279,255 | 201 5 201 4 Legal expenses $ 186,936 $ 51,120 Salaries 41,166 -- Patent cost 29,239 87,244 Research and development 8,128 6,089 Payroll taxes and employee benefits 6,222 -- Other 4,841 1,280 $ 276,532 $ 145,733 |
Note 7 - Stockholders' Equity38
Note 7 - Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes Tables | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Expected dividend yield 0% Risk free interest rate 1.01% - 2.43% Expected life in years 5 Expected volatility 85% - 213% | 2015 2014 Expected dividend yield 0% 0 % Risk free interest rate 1.66% - 2.43% 2.30 % Expected life in years 10 10 Expected volatility 85% 85 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2016 1,707,744 $ 0.84 Granted 1,301,084 $ 1.25 Expired (416,599 ) Outstanding September 30, 2016 2,592,229 $ 1.04 | Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2014 977,744 $ 0.60 Granted 240,000 $ 1.00 Outstanding December, 31, 2014 1,217,744 $ 0.68 Granted 490,000 $ 1.25 Outstanding December, 31, 2015 1,707,744 $ 0.84 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2016 3,403,367 $ 1.05 Granted 423,291 $ 1.25 Outstanding September 30, 2016 3,826,658 $ 1.07 | Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2014 3,153,367 $ 1.01 Granted - $ - Outstanding December, 31, 2014 3,153,367 $ 1.00 Granted 250,000 $ 1.25 Outstanding December, 31, 2015 3,403,367 $ 1.05 |
Note 4 - Accounts Payable and39
Note 4 - Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes Tables | ||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | September 30, 2016 December 31, 2015 Legal $ 10,723 $ 186,936 Salaries - 41,166 Patent expense 31,315 29,239 Research and development 67,560 8,128 Payroll taxes and employee benefits - 6,222 Other 21,113 7,564 Accounting and tax expenses 857 - $ 131,568 $ 279,255 | 201 5 201 4 Legal expenses $ 186,936 $ 51,120 Salaries 41,166 -- Patent cost 29,239 87,244 Research and development 8,128 6,089 Payroll taxes and employee benefits 6,222 -- Other 4,841 1,280 $ 276,532 $ 145,733 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes Tables | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Expected dividend yield 0% Risk free interest rate 1.01% - 2.43% Expected life in years 5 Expected volatility 85% - 213% | 2015 2014 Expected dividend yield 0% 0 % Risk free interest rate 1.66% - 2.43% 2.30 % Expected life in years 10 10 Expected volatility 85% 85 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2016 1,707,744 $ 0.84 Granted 1,301,084 $ 1.25 Expired (416,599 ) Outstanding September 30, 2016 2,592,229 $ 1.04 | Exercise Weighted Average Number Price Exercise Price Stock Options Outstanding January 1, 2014 977,744 $ 0.60 Granted 240,000 $ 1.00 Outstanding December, 31, 2014 1,217,744 $ 0.68 Granted 490,000 $ 1.25 Outstanding December, 31, 2015 1,707,744 $ 0.84 |
Schedule of Nonvested Share Activity [Table Text Block] | Number of Options Expiration Date Remaining Contractual Life (Years) Exercise Price 104,150 March 1, 2016 0.17 $ 0.26 312,449 March 15, 2016 0.21 $ 0.26 55,000 August 1, 2016 0.59 $ 0.26 60,000 November 1, 2016 0.84 $ 0.26 21,145 February 1, 2017 1.09 $ 1.00 290,000 March 1, 2021 5.25 $ 1.00 10,000 June 10, 2021 5.45 $ 1.00 50,000 April 1, 2022 6.25 $ 1.00 75,000 December 1, 2022 6.92 $ 1.00 90,000 March 1, 2024 8.17 $ 1.00 215,000 March 1, 2025 9.17 $ 1.25 75,000 March 9, 2025 9.19 $ 1.25 150,000 March 1, 2027 11.17 $ 1.00 200,000 January 22, 2030 14.07 $ 1.25 1,707,744 | |
Schedule of Warrants Outstanding [Table Text Block] | December 31, 2015 December 31, 2014 Financing and stock subscriptions (includes 300,000 warrants to the Major Stockholder and Chairman) 2,100,000 2,100,000 Consultants 350,000 100,000 Major Stockholder and Chairman 953,367 953,367 Total Warrants Issued 3,403,367 3,153,367 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2016 3,403,367 $ 1.05 Granted 423,291 $ 1.25 Outstanding September 30, 2016 3,826,658 $ 1.07 | Exercise Weighted Average Number Price Exercise Price Warrants Outstanding January 1, 2014 3,153,367 $ 1.01 Granted - $ - Outstanding December, 31, 2014 3,153,367 $ 1.00 Granted 250,000 $ 1.25 Outstanding December, 31, 2015 3,403,367 $ 1.05 |
By Expiration Date [Member] | ||
Notes Tables | ||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Common Stock Equivalents Expiration Date Remaining Contractual Life(Years) Exercise Price 100,000 01/01/2017 1.2 $ 1.25 675,000 07/07/2021 5.5 to 6.7 $ 1.00 2,628,367 12/20/2023 7.3 to 8.1 $ 1.05 3,403,367 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | 2015 2014 Domestic (747,693 ) 16,001 Foreign (275,729 ) (318,482 ) (Loss) income before income taxes (1,023,422 ) (302,481 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2015 2014 Income taxes at Federal statutory rate -34.0 % -34.0 % State income taxes, net of Federal income tax effect -13.0 % -6.0 % Foreign tax rate differential 2.4 % 0.0 % Change in valuation allowance 43.5 % 40.0 % Other 1.1 % 0.0 % Income tax provision 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 U.S. net operating loss carryforwards 563,000 401,000 Stock compensation 206,000 - Canadian Provincial income tax losses 402,000 333,000 Canadian Provincial scientific investment tax credits 201,000 193,000 1,372,000 927,000 Valuation allowance (1,372,000 ) (927,000 ) Net deferred tax assets - - |
Note 12 - Restatement of Prev42
Note 12 - Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Balance Sheet Amounts Previously Reported Adjustment As Restated Additional paid in capital $ 5,580,548 $ (179,058 ) $ 5,401,490 Accumulated deficit $ (5,461,933 ) $ 179,058 $ (5,282,875 ) Statement of Cash Flows Amounts Previously Reported Adjustment As Restated Cash flows from operating activities: Stock based compensation $ 264,226 $ (179,058 ) $ 85,168 Effect of exchange rate on cash and cash equivalents $ (156,338 ) $ 179,058 $ 22,720 |
Note 1 - Organization and Nat43
Note 1 - Organization and Nature of Business (Details Textual) | Jul. 27, 2016$ / sharesshares | Jun. 27, 2016$ / sharesshares | Apr. 15, 2016USD ($)$ / sharesshares | Mar. 02, 2016USD ($)shares | Feb. 13, 2016 | Feb. 12, 2016USD ($)$ / sharesshares | Apr. 15, 2016USD ($)$ / sharesshares | Dec. 31, 2016shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jul. 26, 2016shares | Jun. 26, 2016$ / sharesshares | Oct. 02, 2015$ / sharesshares | Oct. 01, 2015shares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,974,445 | 490,000 | 240,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | $ 1.25 | $ 1 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 1 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.000001 | $ 0.001 | ||||||||
Number of Wholly-Owned Subsidiaries Split Off | 29 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 4,761,797 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | 75,265 | |||||||||||||||
Warrants Issued for Settlement and Conversion of Debt | $ | $ 340,784 | |||||||||||||||
Stock Shares Authorized | 120,000,000 | |||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 20,000,000 | 20,000,000 | 100,000,000,000 | 20,000,000 | 10,000,000 | ||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 5,000,000,000 | |||||||||||
Stock Conversion from Series B Preferred Stock to Common Stock [Member] | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | ||||||||||||||
Conversion of Stock, Shares Converted | 8,221,837 | |||||||||||||||
Conversion of Stock, Shares Issued | 8,221,837 | |||||||||||||||
Reverse Stock Split [Member] | ||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 15,463.7183 | |||||||||||||||
Scenario, Forecast [Member] | Stock Conversion from Series B Preferred Stock to Common Stock [Member] | ||||||||||||||||
Conversion of Stock, Shares Converted | 1,924,163 | |||||||||||||||
Private Placement [Member] | Placement Agent Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||
Private Placement [Member] | Commissions [Member] | ||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 159,183 | |||||||||||||||
Private Placement [Member] | Expense Allowance [Member] | ||||||||||||||||
Payments of Stock Issuance Costs | $ | 15,000 | |||||||||||||||
Private Placement [Member] | Legal and Miscellaneous Fees [Member] | ||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 266,727 | |||||||||||||||
Momspot LLC [Member] | ||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||||||||||||||
Interest Ownership Split Off | 51.00% | |||||||||||||||
Investors in the Private Offering [Member] | ||||||||||||||||
Number of Common Stock Held As Converted Basis | 2,775,000 | |||||||||||||||
Debt Principal Conversion to Predecessor Warrants [Member] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 665,000 | |||||||||||||||
Debt Interest Conversion to Predecessor Warrants [Member] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ | 35,000 | |||||||||||||||
Conversion of Outstanding Stockholder Debt [Member] | Chairman and Board Member Garo H. Armen [Member] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | 350,000 | |||||||||||||||
Conversion of Outstanding Stockholder Debt [Member] | Predecessor's Stockholder [Member] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 150,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Split, Post-split | 25,867 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 6 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | 0 | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | ||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ | $ 4,283,437 | |||||||||||||||
Potential Percentage of Common Stock Owned by Shareholder | 9.99% | |||||||||||||||
Conversion of Stock, Shares Eligible for Conversion | 10,146,000 | |||||||||||||||
Preferred Stock, Shares Outstanding | 2,796,929 | 0 | 11,018,766 | |||||||||||||
Conversion of Stock, Shares Eligible for Conversion, Shares to be Issued | 10,146,000 | |||||||||||||||
Conversion of Stock, Remaining Shares to be Converted | 872,766 | |||||||||||||||
Preferred Stock, Shares Authorized | 18,000,000 | 18,000,000 | ||||||||||||||
Series B Preferred Stock [Member] | Reverse Stock Split [Member] | ||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 15,463.7183 | 15,463.7183 | ||||||||||||||
Series B Preferred Stock [Member] | Predecessor Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 295,945 | |||||||||||||||
Warrants Issued for Settlement and Conversion of Debt | $ | $ 340,784 | |||||||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 423,291 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | |||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1.25 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 3,468,750 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 420,260 | 913,200 | 2,775,000 | 4,108,460 | ||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ | $ 525,325 | $ 1,141,500 | ||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 4,635,575 | |||||||||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | $ | 4,283,438 | |||||||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | Including Conversion of Principal and Interest [Member] | ||||||||||||||||
Proceeds from Issuance of Private Placement | $ | 5,135,575 | |||||||||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | $ | $ 4,783,438 | |||||||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | Placement Agent Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 127,346 | 127,346 | ||||||||||||||
Class of Warrant or Right, Value of Securities Called by Warrants or Rights | $ | $ 146,641 | $ 146,641 | ||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 822 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | ||||||||||||||||
Business Acquisition, Conversion of Stock, Ratio | 1 | |||||||||||||||
Business Combination, Stock Warrant Conversion Ratio | 1 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Series A Preferred Stock to Series B Preferred Stock | 297,468 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Placement Agent Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 127,346 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Predecessor Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 295,945 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Private Placement [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,403,367 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Common Shares Exchanged for Preferred Shares | 6,612,838 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.000001 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | New Options [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,807,744 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.87 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | New Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,403,367 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.03 | |||||||||||||||
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Predecessor Options [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 17,784 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 295,945 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 |
Note 2 - Liquidity (Details Tex
Note 2 - Liquidity (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Income (Loss) Attributable to Parent | $ (455,476) | $ (439,477) | $ (586,387) | $ (1,719,749) | $ (586,387) | $ (1,023,422) | $ (302,481) |
Retained Earnings (Accumulated Deficit) | (8,026,046) | (8,026,046) | (6,306,297) | $ (5,282,875) | |||
Net Working Capital | $ 2,937,320 | $ 2,937,320 | $ (675,015) |
Note 3 - Summary of Significa45
Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | Feb. 12, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 16, 2016 |
Goodwill, Fair Value Disclosure | $ 0 | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Derivative, Gain (Loss) on Derivative, Net | $ (938) | $ (29,332) | |||||||
Goodwill, Impairment Loss | $ 404,169 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,215,816 | 4,801,112 | |||||||
Options and Warrants [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,418,887 | 4,801,112 | 5,111,111 | 4,371,111 | |||||
Convertible Preferred Shares [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,796,929 | 0 | |||||||
Private Placement [Member] | Series B Preferred Stock [Member] | Strategic Bio Partners [Member] | Debt Settlement [Member] | |||||||||
Class of Warrant or Right, Issued | 295,945 | ||||||||
Private Placement [Member] | Series B Preferred Stock [Member] | Placement Agent Warrants [Member] | |||||||||
Class of Warrant or Right, Issued | 127,346 |
Note 3 - Allocation of Consider
Note 3 - Allocation of Consideration Transferred (Details) - Protagenic Therapeutics Inc [Member] | Feb. 12, 2016USD ($) |
Total value of shares issued to Atrinsic on Merger date | $ 404,169 |
Goodwill | 404,169 |
Net value of consideration | 0 |
Common Stock [Member] | |
Atrinsic 25,867 shares Common stock | 32,334 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | |
Atrinsic 25,867 shares Common stock | $ 371,835 |
Note 3 - Allocation of Consid47
Note 3 - Allocation of Consideration Transferred (Details) (Parentheticals) - Protagenic Therapeutics Inc [Member] | Feb. 12, 2016shares |
Stock Issued During Period, Shares, Conversion of Series A Preferred Stock to Series B Preferred Stock | 297,468 |
Common Stock [Member] | |
Stock Issued During Period, Shares, Reverse Stock Split, Post-split | 25,867 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | |
Stock Issued During Period, Shares, Conversion of Series A Preferred Stock to Series B Preferred Stock | 297,468 |
Note 3 - Assets Measured at Fai
Note 3 - Assets Measured at Fair Value (Details) - Fair Value, Measurements, Recurring [Member] | Sep. 30, 2016USD ($) |
Reported Value Measurement [Member] | |
Derivative warrant liabilities | $ 516,757 |
Estimate of Fair Value Measurement [Member] | |
Derivative warrant liabilities | 516,757 |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | |
Derivative warrant liabilities | |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | |
Derivative warrant liabilities | |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | |
Derivative warrant liabilities | $ 516,757 |
Note 3 - Changes in Fair Value
Note 3 - Changes in Fair Value for Assets and Liabilities Measured on a Recurring Basis (Details) - Derivative Financial Instruments, Liabilities [Member] | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Balance, December 31, 2015 | $ 0 |
Issuance of derivative warrants liabilities | 487,425 |
Change in fair value of derivative warrant liabilities | 29,332 |
Balance, September 30, 2016 | $ 516,757 |
Note 3 - Weighted Average Assum
Note 3 - Weighted Average Assumptions (Details) | Feb. 12, 2016 | Sep. 30, 2016 |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Derivative Financial Instruments, Liabilities [Member] | ||
Risk free interest rate | 1.20% | 1.14% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Expected volatility | 156.00% | 213.00% |
Contractual term (in years) (Year) | 5 years | 4 years 91 days |
Note 3 - Antidilutive Securitie
Note 3 - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Common shares issuable under the conversion feature of preferred shares (in shares) | 9,215,816 | 4,801,112 |
Convertible Preferred Shares [Member] | ||
Common shares issuable under the conversion feature of preferred shares (in shares) | 2,796,929 | 0 |
Employee Stock Option [Member] | ||
Common shares issuable under the conversion feature of preferred shares (in shares) | 2,592,229 | 1,647,745 |
Warrant [Member] | ||
Common shares issuable under the conversion feature of preferred shares (in shares) | 3,826,658 | 3,153,367 |
Note 4 - Summary of Accounts Pa
Note 4 - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Legal | $ 10,723 | $ 186,936 | $ 51,120 |
Salaries | 41,166 | ||
Patent expense | 31,315 | 29,239 | 87,244 |
Research and development | 67,560 | 8,128 | 6,089 |
Payroll taxes and employee benefits | 6,222 | ||
Other | 21,113 | 7,564 | 1,280 |
Accounting and tax expenses | 857 | ||
$ 131,568 | $ 276,532 | $ 145,733 |
Note 5 - Bridge Loan Payable 53
Note 5 - Bridge Loan Payable - Stockholder (Details Textual) - USD ($) | Jun. 17, 2016 | Feb. 12, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Bridge Loan | $ 399,103 | $ 0 | |||||||
Interest Expense | 7,161 | $ 11,473 | 11,473 | ||||||
Bridge Loan [Member] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | ||||||||
Chairman and Stockholder [Member] | |||||||||
Bridge Loan | $ 422,752 | $ 399,103 | |||||||
Chairman and Stockholder [Member] | Bridge Loan [Member] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||
Interest Expense | $ 7,905 | $ 0 | $ 11,473 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 75,265 | $ 350,000 |
Note 6 - Derivative Liabiliti54
Note 6 - Derivative Liabilities (Details Textual) - $ / shares | Feb. 12, 2016 | Apr. 15, 2016 | Dec. 31, 2015 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Private Placement [Member] | Placement Agent Warrants [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | ||
Private Placement [Member] | Series B Preferred Stock [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | ||
Class of Warrant or Right, Expiration Period | 5 years | ||
Private Placement [Member] | Series B Preferred Stock [Member] | Strategic Bio Partners [Member] | |||
Class of Warrant or Right, Issued During Period | 295,945 | ||
Private Placement [Member] | Series B Preferred Stock [Member] | Placement Agent Warrants [Member] | |||
Class of Warrant or Right, Issued During Period | 127,346 |
Note 7 - Stockholders' Equity55
Note 7 - Stockholders' Equity (Deficit) (Details Textual) | Jul. 27, 2016$ / sharesshares | Jun. 27, 2016$ / sharesshares | Apr. 15, 2016$ / sharesshares | Feb. 12, 2016USD ($)$ / sharesshares | Apr. 01, 2012shares | Sep. 30, 2016$ / sharesshares | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 26, 2016$ / sharesshares | Oct. 02, 2015$ / sharesshares | Oct. 01, 2015shares | Dec. 31, 2013shares | Mar. 15, 2006shares |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 20,000,000 | 20,000,000 | 100,000,000,000 | 20,000,000 | 10,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.000001 | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 5,000,000,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,592,229 | 2,592,229 | 1,707,744 | 1,217,744 | 977,744 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,974,445 | 490,000 | 240,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | $ 1.25 | $ 1 | ||||||||||||
Allocated Share-based Compensation Expense | $ | $ 450,566 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 133,229 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Shares Authorized | 18,000,000 | 18,000,000 | 18,000,000 | ||||||||||||
Predecessor Warrants [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 295,945 | ||||||||||||||
Private Placement [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 423,291 | ||||||||||||||
Class of Warrant or Right, Expiration Period | 5 years | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | ||||||||||||||
Private Placement [Member] | Placement Agent Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | ||||||||||||||
Private Placement [Member] | Placement Agent Warrants [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 127,346 | ||||||||||||||
Protagenic Therapeutics Inc [Member] | |||||||||||||||
Business Combination, Stock Warrant Conversion Ratio | 1 | ||||||||||||||
Debt Instrument, Face Amount | $ | $ 665,000 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ | $ 35,000 | ||||||||||||||
Class of Warrant or Right, Expiration Period | 5 years | ||||||||||||||
Protagenic Therapeutics Inc [Member] | Predecessor Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 295,945 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | ||||||||||||||
Protagenic Therapeutics Inc [Member] | Placement Agent Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 127,346 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | ||||||||||||||
Protagenic Therapeutics Inc [Member] | Private Placement [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,403,367 | ||||||||||||||
Each Member of Board of Directors [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Additional | 5,000 | ||||||||||||||
Director [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 175,000 | ||||||||||||||
Employees and Consultants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,008,299 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | ||||||||||||||
Former Executives [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 17,785 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | ||||||||||||||
Employee Stock Option [Member] | |||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 190,751 | $ 85,168 | |||||||||||||
Employee Stock Option [Member] | Each Member of Board of Directors [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Employee Stock Option [Member] | Employees and Consultants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||||||
Employee Stock Option [Member] | Former Executives [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||||||
Employee Stock Option [Member] | Minimum [Member] | Employees and Consultants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Employee Stock Option [Member] | Maximum [Member] | Employees and Consultants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||
The 2006 Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,592,229 | 2,592,229 | 292,256 | 782,256 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 490,000 | 240,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | $ 1 | |||||||||||||
The 2006 Plan [Member] | Chief Financial Officer [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 1.25 | ||||||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | 140,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | Chief Financial Officer [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting, Number of Monthly Installments | 35 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting, Monthly Installment, Shares | 0.18 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting, Final Monthly Installment, Shares | 2,778 | ||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 5,192 | $ 10,383 | |||||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | 180 days | ||||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | 5 years | |||||||||||||
Stock Conversion from Series B Preferred Stock to Common Stock [Member] | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | |||||||||||||
Reverse Stock Split [Member] | |||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 15,463.7183 | ||||||||||||||
Reverse Stock Split [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 15,463.7183 | 15,463.7183 |
Note 7 - Fair Value Assumptions
Note 7 - Fair Value Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rate | 2.30% | ||
Expected life in years (Year) | 5 years | 10 years | 10 years |
Expected volatility | 85.00% | 85.00% | |
Minimum [Member] | |||
Risk free interest rate | 1.01% | 1.66% | |
Expected volatility | 85.00% | ||
Maximum [Member] | |||
Risk free interest rate | 2.43% | 2.43% | |
Expected volatility | 213.00% |
Note 7 - Stock Option Grant Act
Note 7 - Stock Option Grant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding January 1, 2016 (in shares) | 1,707,744 | 1,217,744 | 977,744 |
Outstanding January 1, 2016 (in dollars per share) | $ 0.84 | $ 0.68 | $ 0.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,974,445 | 490,000 | 240,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.25 | $ 1.25 | $ 1 |
Expired (in shares) | (416,599) | ||
Outstanding September 30, 2016 (in shares) | 2,592,229 | 1,707,744 | 1,217,744 |
Outstanding September 30, 2016 (in dollars per share) | $ 1.04 | $ 0.84 | $ 0.68 |
Note 7 - Summary of Warrants (D
Note 7 - Summary of Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding January 1, 2016 (in shares) | 3,403,367 | 3,153,367 | 3,153,367 |
Outstanding January 1, 2016 (in dollars per share) | $ 1.05 | $ 1 | $ 1.01 |
Granted (in shares) | 423,291 | 250,000 | |
Granted (in dollars per share) | $ 1.25 | $ 1.25 | |
Outstanding September 30, 2016 (in shares) | 3,826,658 | 3,403,367 | 3,153,367 |
Outstanding September 30, 2016 (in dollars per share) | $ 1.07 | $ 1.05 | $ 1 |
Note 8 - Collaborative Agreem59
Note 8 - Collaborative Agreements (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 133 Months Ended | 142 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,707,744 | 1,707,744 | |||||||
Research and Development Expense | $ 114,941 | $ 203,814 | $ 265,238 | $ 537,662 | $ 456,274 | $ 191,069 | |||
In Process Research and Development [Member] | |||||||||
Research and Development Expense | $ 3,000 | $ 7,056 | $ 4,500 | $ 10,584 | |||||
University of Toronto [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 25,000 | ||||||||
University of Toronto [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1 | $ 1 | |||||||
University of Toronto [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | 0.26 | $ 0.26 | |||||||
University of Toronto [Member] | Employee Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Professor [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 483,299 | 275,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1 | $ 1 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 125,000 | 125,000 | 62,500 | 62,500 | 125,000 | ||||
Professor [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||
Professor [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.26 | $ 0.26 | |||||||
Professor [Member] | Employee Stock Option [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 13 years | 13 years | |||||||
Professor [Member] | Employee Stock Option [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years |
Note 9 - Licensing Agreements (
Note 9 - Licensing Agreements (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |||
Licensing Agreements [Member] | |||||||
Royalty Payment, Percentage | 2.50% | 2.50% | 2.50% | ||||
Up-front Sub-license Fees, Percentage | 10.00% | 10.00% | 10.00% | ||||
Interest on Amounts Owed Under License Agreement, Rate | 3.00% | 3.00% | 3.00% |
Note 10 - Commitments and Con61
Note 10 - Commitments and Contingencies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016CAD | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | |
Allocated Share-based Compensation Expense | $ 450,566 | |||||
Employee Stock Option [Member] | ||||||
Allocated Share-based Compensation Expense | $ 190,751 | $ 85,168 | ||||
Officer [Member] | Employment Agreement [Member] | ||||||
Monthly Salary Agreement Amount | $ 6,489 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 75,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Value | $ 64,223 | |||||
Allocated Share-based Compensation Expense | $ 53,519 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 250,000 | |||||
Compensation of Rendered Service | $ 2,000 | |||||
Accrued Salaries | 20,600 | $ 0 | ||||
Officer [Member] | Employment Agreement [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Officer [Member] | Employment Agreement [Member] | Range One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.26 | |||||
Officer [Member] | Employment Agreement [Member] | Range Two [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | 1 | |||||
Officer [Member] | Employment Agreement [Member] | Range Three [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.25 | |||||
Stockholder [Member] | Consulting Agreement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 150,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Compensation of Rendered Service | CAD | CAD 3,000 | |||||
Accrued Salaries | 1,619 | |||||
Increase (Decrease) in Accrued Salaries | 18,122 | |||||
Compensation | $ 1,619 | |||||
Stockholder [Member] | Consulting Agreement [Member] | Range One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 | |||||
Stockholder [Member] | Consulting Agreement [Member] | Range Two [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.25 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - $ / shares | Oct. 26, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,974,445 | 490,000 | 240,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.25 | $ 1.25 | $ 1 | |
Subsequent Event [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 25,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.25 | |||
Subsequent Event [Member] | Employee [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 48 years | |||
Subsequent Event [Member] | Former Consultant [Member] | ||||
Class of Warrant or Right, Extension, Number of Warrants | 100,000 | |||
Class of Warrant or Right, Extension Period | 3 years |
Note 2 - Liquidity (Details T63
Note 2 - Liquidity (Details Textual) - USD ($) | Apr. 16, 2016 | Apr. 15, 2016 | Apr. 15, 2016 | Sep. 30, 2016 | Apr. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Net Income (Loss) Attributable to Parent | $ (455,476) | $ (439,477) | $ (586,387) | $ (1,719,749) | $ (586,387) | $ (1,023,422) | $ (302,481) | |||||
Retained Earnings (Accumulated Deficit) | (8,026,046) | (8,026,046) | (6,306,297) | $ (5,282,875) | ||||||||
Net Working Capital | $ 2,937,320 | $ 2,937,320 | $ (675,015) | |||||||||
Scenario, Forecast [Member] | ||||||||||||
Effect on Future Cash Flows, Amount | $ 2,691,000 | |||||||||||
Private Placement [Member] | Series B Preferred Stock [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 4,635,575 | |||||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | 4,283,438 | |||||||||||
Private Placement [Member] | Including Conversion of Principal and Interest [Member] | Series B Preferred Stock [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | 5,135,575 | |||||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | $ 4,783,438 | |||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 525,325 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 4,635,575 | |||||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | $ 4,283,438 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | Including Conversion of Principal and Interest [Member] | Series B Preferred Stock [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 4,635,575 | |||||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | $ 4,283,438 |
Note 3 - Summary of Significa64
Note 3 - Summary of Significant Accounting Policies (Details Textual) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,215,816 | 4,801,112 | ||
Options and Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,418,887 | 4,801,112 | 5,111,111 | 4,371,111 |
Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 5 years |
Note 4 - Summary of Accounts 65
Note 4 - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Legal expenses | $ 10,723 | $ 186,936 | $ 51,120 |
Salaries | 41,166 | ||
Patent expense | 31,315 | 29,239 | 87,244 |
Research and development | 67,560 | 8,128 | 6,089 |
Payroll taxes and employee benefits | 6,222 | ||
Other | 21,113 | 7,564 | 1,280 |
$ 131,568 | $ 276,532 | $ 145,733 |
Note 5 - Bridge Loans Payable66
Note 5 - Bridge Loans Payable - Stockholder (Details Textual) - USD ($) | Jun. 17, 2016 | Feb. 12, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Bridge Loan | $ 399,103 | $ 0 | ||||||||
Interest Expense | 7,161 | $ 11,473 | 11,473 | |||||||
Bridge Loan [Member] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | |||||||||
Chairman and Stockholder [Member] | ||||||||||
Bridge Loan | $ 422,752 | $ 399,103 | ||||||||
Chairman and Stockholder [Member] | Bridge Loan [Member] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||
Interest Expense | $ 7,905 | $ 0 | $ 11,473 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 75,265 | $ 350,000 | ||||||||
Chairman and Stockholder [Member] | Bridge Loan [Member] | Common Stock [Member] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | |||||||||
Chairman and Stockholder [Member] | Bridge Loan [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | |||||||||
Chairman and Stockholder [Member] | Bridge Loan, Principal [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.25 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 350,000 |
Note 6 - Stockholders' Defici67
Note 6 - Stockholders' Deficit (Details Textual) - USD ($) | Apr. 01, 2012 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 18, 2023 | May 19, 2021 | Jul. 27, 2016 | Jun. 27, 2016 | Jun. 26, 2016 | Feb. 12, 2016 | Oct. 02, 2015 | Oct. 01, 2015 | Dec. 31, 2013 | Mar. 15, 2006 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.000001 | $ 0.0001 | $ 0.001 | ||||||
Common Stock, Shares Authorized | 100,000,000 | 20,000,000 | 20,000,000 | 100,000,000 | 100,000,000 | 100,000,000,000 | 20,000,000 | 10,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,974,445 | 490,000 | 240,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.25 | $ 1.25 | $ 1 | |||||||||||
Allocated Share-based Compensation Expense | $ 450,566 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,592,229 | 1,707,744 | 1,217,744 | 977,744 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||
Class of Warrant or Right, Exercise Period | 10 years | |||||||||||||
Major Stockholder and Chairman [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||
Class of Warrant or Right, Exercise Period | 10 years | |||||||||||||
Class of Warrant or Right, Issued | 1,253,367 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 417,789 | |||||||||||||
Major Stockholder and Chairman [Member] | Scenario, Forecast [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 317,789 | 100,000 | ||||||||||||
Employee Stock Option [Member] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 190,751 | $ 85,168 | ||||||||||||
Warrant [Member] | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||
Allocated Share-based Compensation Expense | $ 287,878 | $ 0 | ||||||||||||
Shares Issued, Price Per Share | $ 1 | |||||||||||||
The 2006 Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 490,000 | 240,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.25 | $ 1 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 0 | 0 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,592,229 | 292,256 | 782,256 | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 290,985 | |||||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | 2,000,000 | 140,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | 180 days | |||||||||||
The 2006 Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | 5 years | ||||||||||||
Common Stock [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | 0 |
Note 6 - Fair Value Assumption
Note 6 - Fair Value Assumption (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rate | 2.30% | ||
Expected life in years (Year) | 5 years | 10 years | 10 years |
Expected volatility | 85.00% | 85.00% | |
Minimum [Member] | |||
Risk free interest rate | 1.01% | 1.66% | |
Expected volatility | 85.00% | ||
Maximum [Member] | |||
Risk free interest rate | 2.43% | 2.43% | |
Expected volatility | 213.00% |
Note 6 - Stock Option Grant Act
Note 6 - Stock Option Grant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding January 1, 2016 (in shares) | 1,707,744 | 1,217,744 | 977,744 |
Outstanding January 1, 2016 (in dollars per share) | $ 0.84 | $ 0.68 | $ 0.60 |
Granted (in shares) | 1,974,445 | 490,000 | 240,000 |
Granted (in dollars per share) | $ 1.25 | $ 1.25 | $ 1 |
Outstanding September 30, 2016 (in shares) | 2,592,229 | 1,707,744 | 1,217,744 |
Outstanding September 30, 2016 (in dollars per share) | $ 1.04 | $ 0.84 | $ 0.68 |
Note 6 - Analysis of Non-vested
Note 6 - Analysis of Non-vested Stock Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options (in shares) | 1,707,744 | |||
Exercise Price (in dollars per share) | $ 0.84 | $ 1.04 | $ 0.68 | $ 0.60 |
Non-Vested Stock Options 1 [Member] | ||||
Number of Options (in shares) | 104,450 | |||
Remaining Contractual Life (Year) | 62 days | |||
Exercise Price (in dollars per share) | $ 0.26 | |||
Non-Vested Stock Options 2 [Member] | ||||
Number of Options (in shares) | 312,449 | |||
Remaining Contractual Life (Year) | 76 days | |||
Exercise Price (in dollars per share) | $ 0.26 | |||
Non-Vested Stock Options 3 [Member] | ||||
Number of Options (in shares) | 55,000 | |||
Remaining Contractual Life (Year) | 215 days | |||
Exercise Price (in dollars per share) | $ 0.26 | |||
Non-Vested Stock Options 4 [Member] | ||||
Number of Options (in shares) | 60,000 | |||
Remaining Contractual Life (Year) | 306 days | |||
Exercise Price (in dollars per share) | $ 0.26 | |||
Non-Vested Stock Options 5 [Member] | ||||
Number of Options (in shares) | 21,146 | |||
Remaining Contractual Life (Year) | 1 year 32 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 6 [Member] | ||||
Number of Options (in shares) | 290,000 | |||
Remaining Contractual Life (Year) | 5 years 91 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 7 [Member] | ||||
Number of Options (in shares) | 10,000 | |||
Remaining Contractual Life (Year) | 5 years 164 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 8 [Member] | ||||
Number of Options (in shares) | 50,000 | |||
Remaining Contractual Life (Year) | 6 years 91 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 9 [Member] | ||||
Number of Options (in shares) | 75,000 | |||
Remaining Contractual Life (Year) | 6 years 335 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 10 [Member] | ||||
Number of Options (in shares) | 90,000 | |||
Remaining Contractual Life (Year) | 8 years 62 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 11 [Member] | ||||
Number of Options (in shares) | 215,000 | |||
Remaining Contractual Life (Year) | 9 years 62 days | |||
Exercise Price (in dollars per share) | $ 1.25 | |||
Non-Vested Stock Options 12 [Member] | ||||
Number of Options (in shares) | 75,000 | |||
Remaining Contractual Life (Year) | 9 years 69 days | |||
Exercise Price (in dollars per share) | $ 1.25 | |||
Non-Vested Stock Options 13 [Member] | ||||
Number of Options (in shares) | 150,000 | |||
Remaining Contractual Life (Year) | 11 years 62 days | |||
Exercise Price (in dollars per share) | $ 1 | |||
Non-Vested Stock Options 14 [Member] | ||||
Number of Options (in shares) | 200,000 | |||
Remaining Contractual Life (Year) | 14 years 25 days | |||
Exercise Price (in dollars per share) | $ 1.25 |
Note 6 - Warrants Outstanding (
Note 6 - Warrants Outstanding (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Warrants Outstanding (in shares) | 3,403,367 | 3,153,367 |
Warrant Issued for Financing and Stock Subscriptions [Member] | ||
Warrants Outstanding (in shares) | 2,100,000 | 2,100,000 |
Warrants Issued to Consultants [Member] | ||
Warrants Outstanding (in shares) | 350,000 | 100,000 |
Warrants Issued to a Major Stockholder and Chairman [Member] | ||
Warrants Outstanding (in shares) | 953,367 | 953,367 |
Note 6 - Warrants Outstanding72
Note 6 - Warrants Outstanding (Details) (Parentheticals) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Warrants Outstanding (in shares) | 3,403,367 | 3,153,367 |
Warrant Issued for Financing and Stock Subscriptions [Member] | ||
Warrants Outstanding (in shares) | 2,100,000 | 2,100,000 |
Warrant Issued for Financing and Stock Subscriptions [Member] | Major Stockholder and Chairman [Member] | ||
Warrants Outstanding (in shares) | 300,000 | 300,000 |
Note 6 - Summary of Warrants (D
Note 6 - Summary of Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding January 1, 2016 (in shares) | 3,403,367 | 3,153,367 | 3,153,367 |
Outstanding January 1, 2016 (in dollars per share) | $ 1.05 | $ 1 | $ 1.01 |
Granted (in shares) | 423,291 | 250,000 | |
Granted (in dollars per share) | $ 1.25 | $ 1.25 | |
Outstanding September 30, 2016 (in shares) | 3,826,658 | 3,403,367 | 3,153,367 |
Outstanding September 30, 2016 (in dollars per share) | $ 1.07 | $ 1.05 | $ 1 |
Note 6 - Summary of Warrants Is
Note 6 - Summary of Warrants Issued and Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 |
Expires on January 1, 2017 [Member] | |
Remaining Contractual Life (Year) | 1 year 73 days |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.25 |
Expires on July 7, 2021 [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 |
Expires on July 7, 2021 [Member] | Minimum [Member] | |
Remaining Contractual Life (Year) | 5 years 182 days |
Expires on July 7, 2021 [Member] | Maximum [Member] | |
Remaining Contractual Life (Year) | 6 years 255 days |
Expires on December 20, 2023 [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.05 |
Expires on December 20, 2023 [Member] | Minimum [Member] | |
Remaining Contractual Life (Year) | 7 years 109 days |
Expires on December 20, 2023 [Member] | Maximum [Member] | |
Remaining Contractual Life (Year) | 8 years 36 days |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 445,000 | $ 67,000 |
Unrecognized Tax Benefits | 0 | 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | 1,310,000 | 1,041,000 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | 1,303,000 | 1,033,000 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards | 1,256,000 | 980,000 |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 201,000 | $ 193,000 |
Note 7 - Components of (Loss) I
Note 7 - Components of (Loss) Income before Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Domestic | $ (747,693) | $ 16,001 |
Foreign | (275,729) | (318,482) |
(Loss) income before income taxes | $ (1,023,422) | $ (302,481) |
Note 7 - Effective Tax Expense
Note 7 - Effective Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes at Federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of Federal income tax effect | (13.00%) | (6.00%) |
Foreign tax rate differential | 2.40% | 0.00% |
Change in valuation allowance | 43.50% | 40.00% |
Other | 1.10% | 0.00% |
Income tax provision | 0.00% | 0.00% |
Note 7 - Deferred Tax Assets an
Note 7 - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
U.S. net operating loss carryforwards | $ 563,000 | $ 401,000 |
Stock compensation | 206,000 | |
1,372,000 | 927,000 | |
Valuation allowance | (1,372,000) | (927,000) |
Net deferred tax assets | ||
Foreign Tax Authority [Member] | ||
Canadian Provincial income tax losses | 402,000 | 333,000 |
Canadian Provincial scientific investment tax credits | $ 201,000 | $ 193,000 |
Note 8 - Collaborative Agreem79
Note 8 - Collaborative Agreements (Details Textual) - USD ($) | 12 Months Ended | 133 Months Ended | 142 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,707,744 | 1,707,744 | ||
Research and Development Expense, Sponsored Research | $ 170,575 | $ 67,270 | ||
University of Toronto [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 25,000 | |||
University of Toronto [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
University of Toronto [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.26 | $ 0.26 | ||
University of Toronto [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | 1 | $ 1 | ||
Professor [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 483,299 | 275,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1 | $ 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 62,500 | 62,500 | 125,000 | |
Professor [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.26 | $ 0.26 | ||
Professor [Member] | Minimum [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||
Professor [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1 | $ 1 | $ 1 | |
Professor [Member] | Maximum [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 13 years | 13 years |
Note 9 - Licensing Agreements80
Note 9 - Licensing Agreements (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |||
Research and Development Expense, Legal Fees | 164,855 | 25,287 | |||||
Research and Development Expense, Patents | $ 22,435 | 60,434 | |||||
Licensing Agreements [Member] | |||||||
Royalty Payment, Percentage | 2.50% | 2.50% | 2.50% | ||||
Up-front Sub-license Fees, Percentage | 10.00% | 10.00% | 10.00% | ||||
Interest on Amounts Owed Under License Agreement, Rate | 3.00% | 3.00% | 3.00% | ||||
Research and Development Expense, Legal Fees | $ 0 | 25,287 | |||||
Research and Development Expense, Patents | $ 22,435 | $ 60,434 |
Note 10 - Commitments and Con81
Note 10 - Commitments and Contingencies (Details Textual) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CADshares | Dec. 31, 2014USD ($) | |
Operating Leases, Rent Expense | $ 430 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares | 133,229 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | shares | 1,707,744 | ||||||
Research and Development Expense | $ 114,941 | $ 203,814 | $ 265,238 | $ 537,662 | $ 456,274 | $ 191,069 | |
Employment [Member] | |||||||
Compensation | $ 6,489 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 75,000 | 75,000 | |||||
Stock Issued During Period, Value, Stock Options Exercised | $ 64,223 | ||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | 53,519 | ||||||
Consultant [Member] | |||||||
Compensation | CAD | CAD 1,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | 42,816 | ||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 35,680 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares | 100,000 | 100,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | shares | 4,167 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 | ||||||
Research and Development Expense | $ 10,861 | $ 11,650 | |||||
Consultant [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | 10 years |
Note 11 - Subsequent Events (82
Note 11 - Subsequent Events (Details Textual) | Jul. 27, 2016$ / shares | Jun. 27, 2016 | Apr. 16, 2016USD ($)$ / sharesshares | Apr. 15, 2016USD ($)shares | Mar. 02, 2016USD ($)shares | Feb. 12, 2016USD ($)$ / sharesshares | Apr. 15, 2016USD ($)shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2015$ / shares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||
Stock Issued During Period, Value, New Issues | $ 4,761,797 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 75,265 | |||||||||
Conversion of Outstanding Stockholder Debt [Member] | Predecessor's Stockholder [Member] | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 150,000 | |||||||||
Conversion of Outstanding Stockholder Debt [Member] | Chairman and Board Member Garo H. Armen [Member] | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 350,000 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Proceeds from Issuance of Private Placement | $ 4,635,575 | |||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | 4,283,438 | |||||||||
Private Placement Offering [Member] | Subsequent Event [Member] | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 500,000 | |||||||||
Proceeds from Issuance of Private Placement | 5,135,575 | |||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | 4,783,438 | |||||||||
Placement Agent Warrants [Member] | Subsequent Event [Member] | ||||||||||
Payments for Commissions | 159,183 | |||||||||
Cost and Expense Allowance | $ 15,000 | |||||||||
Reverse Stock Split [Member] | ||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 15,463.7183 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | ||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 4,283,437 | |||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||
Proceeds from Issuance of Private Placement | $ 525,325 | |||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 420,260 | 913,200 | 2,775,000 | 4,108,460 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 1.25 | |||||||||
Stock Issued During Period, Value, New Issues | $ 3,468,750 | |||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 525,325 | $ 1,141,500 | ||||||||
Proceeds from Issuance of Private Placement | $ 4,635,575 | |||||||||
Proceeds From Issuance of Private Placement, Net of Issuance Costs | $ 4,283,438 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 423,291 | |||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 420,260 | |||||||||
Series B Preferred Stock [Member] | Private Placement Offering [Member] | Subsequent Event [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 4,108,460 | |||||||||
Series B Preferred Stock [Member] | Placement Agent Warrants [Member] | Subsequent Event [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1.25 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 127,346 | |||||||||
Series B Preferred Stock [Member] | Reverse Stock Split [Member] | ||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 15,463.7183 | 15,463.7183 | ||||||||
Protagenic Therapeutics Inc [Member] | ||||||||||
Business Acquisition, Conversion of Stock, Ratio | 1 | |||||||||
Business Combination, Stock Warrant Conversion Ratio | 1 | |||||||||
Protagenic Therapeutics Inc [Member] | Private Placement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,403,367 | |||||||||
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.000001 |
Note 12 - Restatement of Prev83
Note 12 - Restatement of Previously Issued Financial Statements (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation | $ 450,566 | $ 358,972 | $ 478,629 | $ 85,168 |
Restatement Adjustment [Member] | ||||
Share-based Compensation | $ (179,058) |
Note 12 - Restated Financial St
Note 12 - Restated Financial Statements (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Additional paid in capital | $ 11,137,911 | $ 5,880,119 | $ 5,401,490 | |
Retained Earnings (Accumulated Deficit) | (8,026,046) | (6,306,297) | (5,282,875) | |
Cash flows from operating activities: | ||||
Share-based Compensation | 450,566 | $ 358,972 | 478,629 | 85,168 |
Effect of exchange rate on cash and cash equivalents | $ (18,291) | $ (17,916) | $ (23,888) | 22,720 |
Scenario, Previously Reported [Member] | ||||
Additional paid in capital | 5,580,548 | |||
Retained Earnings (Accumulated Deficit) | (5,461,933) | |||
Cash flows from operating activities: | ||||
Share-based Compensation | 264,226 | |||
Effect of exchange rate on cash and cash equivalents | (156,338) | |||
Restatement Adjustment [Member] | ||||
Additional paid in capital | (179,058) | |||
Retained Earnings (Accumulated Deficit) | 179,058 | |||
Cash flows from operating activities: | ||||
Share-based Compensation | (179,058) | |||
Effect of exchange rate on cash and cash equivalents | $ 179,058 |