Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CPMD | |
Entity Registrant Name | CANNAPHARMARX, INC. | |
Entity Central Index Key | 1,081,938 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,959,621 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 201,025 | $ 1,605,239 |
Prepaid expenses | 31,887 | 44,102 |
Total current assets | 232,912 | 1,649,341 |
Fixed Assets: | ||
Furniture and fixtures, net of $12,540 in accumulated depreciation | 90,259 | 97,701 |
Deposit on specialty pharmacy acquisition | 50,000 | |
Total Assets | 323,171 | 1,797,042 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 337,995 | 137,772 |
Accrued legal settlement payable in cash - current portion | 180,000 | 205,000 |
Accrued legal settlement payable in stock | 1,597,500 | |
Total current liabilities | 517,995 | 1,940,272 |
Accrued legal settlement payable in cash - noncurrent portion | 10,000 | 145,000 |
Total Liabilities | $ 527,995 | $ 2,085,272 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 17,959,621 and 17,374,407 issued and outstanding, respectively | $ 1,796 | $ 1,737 |
Additional paid in capital | 28,429,983 | 20,855,381 |
Retained deficit | (28,636,603) | (21,145,348) |
Total Stockholders' Equity (Deficit) | (204,824) | (288,230) |
Total Liabilities and Stockholders' Equity | $ 323,171 | $ 1,797,042 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 12,540 | $ 12,540 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,959,621 | 17,374,407 |
Common stock, shares outstanding | 17,959,621 | 17,374,407 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
Research and development | 145,821 | 135,120 | 468,383 | 172,321 |
General and administrative | 464,599 | 345,070 | 1,849,505 | 482,136 |
Stock-based compensation: | ||||
Research and development | 604,483 | 1,419,329 | ||
General and administrative | 491,277 | 3,751,967 | ||
Total operating expenses | 1,706,180 | 480,190 | 7,489,184 | 654,457 |
Income (loss) from operations | (1,706,180) | (480,190) | (7,489,184) | (654,457) |
Other income (expense) | ||||
Interest income (expense) net | (518) | 790 | (2,071) | (3,719) |
Other income (expense) net | (518) | 790 | (2,071) | (3,719) |
Income (loss) before provision for income taxes | (1,706,698) | (479,400) | (7,491,255) | (658,176) |
Net loss | $ (1,706,698) | $ (479,400) | $ (7,491,255) | $ (658,176) |
Net loss per share (Basic and fully diluted) | $ (0.10) | $ (0.03) | $ (0.42) | $ (0.07) |
Weighted average number of common shares outstanding | 17,959,621 | 16,807,074 | 17,839,206 | 9,898,629 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Retained Deficit [Member] |
Beginning Balance at Dec. 31, 2012 | $ (197,628) | $ 238 | $ 16,874,643 | $ (17,072,509) |
Beginning Balance, shares at Dec. 31, 2012 | 2,384,407 | |||
Net loss | (94,406) | (94,406) | ||
Ending Balance at Dec. 31, 2013 | (292,034) | $ 238 | 16,874,643 | (17,166,915) |
Ending Balance, shares at Dec. 31, 2013 | 2,384,407 | |||
Shares purchased in acquisition by Canna Colorado | 296,000 | $ 900 | 295,100 | |
Shares purchased in acquisition by Canna Colorado, shares | 9,000,000 | |||
Debt relief in sale | 71,672 | 71,672 | ||
Common stock sold | 3,035,000 | $ 599 | 3,034,401 | |
Common stock sold, shares | 5,990,000 | |||
Stock-based compensation | 579,565 | 579,565 | ||
Net loss | (3,978,433) | (3,978,433) | ||
Ending Balance at Dec. 31, 2014 | $ (288,230) | $ 1,737 | 20,855,381 | $ (21,145,348) |
Ending Balance, shares at Dec. 31, 2014 | 17,374,407 | 17,374,407 | ||
Common stock sold | $ 804,500 | $ 56 | 804,444 | |
Common stock sold, shares | 556,334 | |||
Shares issued in acquisition of Canna Colorado | 975 | $ 975 | ||
Shares issued in acquisition of Canna Colorado, shares | 9,750,000 | |||
Shares issued to vendor in prior year, paid par this period | $ 120 | $ 120 | ||
Shares issued to vendor in prior year, paid par this period, shares | 0 | 0 | 0 | 0 |
Cancellation of shares owned by Canna Colorado | $ 270 | $ (1,042) | $ 1,312 | |
Cancellation of shares owned by Canna Colorado, shares | (10,421,120) | |||
Shares issued in litigation settlement | 1,597,500 | $ 60 | 1,597,440 | |
Shares issued in litigation settlement, shares | 600,000 | |||
Stock-based compensation | 5,171,296 | $ 10 | 5,171,286 | |
Stock-based compensation, shares | 100,000 | |||
Net loss | (7,491,255) | $ (7,491,255) | ||
Ending Balance at Sep. 30, 2015 | $ (204,824) | $ 1,796 | $ 28,429,983 | $ (28,636,603) |
Ending Balance, shares at Sep. 30, 2015 | 17,959,621 | 17,959,621 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (7,491,255) | $ (658,176) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
Depreciation expense | 9,520 | 0 |
Stock-based compensation expense | 5,171,296 | 0 |
Compensatory loan increases/(decreases) | (180,000) | |
Non-cash write off of debt | 71,672 | |
Write off of deposit paid towards specialty pharmacy acquisition | 50,000 | |
Changes in operating assets & liabilities: | ||
(Increase)/decrease in prepaid expenses | 12,215 | |
Increase/(decrease) in accounts payable and accrued expenses | 40,223 | (52,206) |
Increase/(decrease) in accrued interest payable - related party | (25,894) | |
Net cash provided by (used for) operating activities | (2,208,001) | (844,604) |
Cash Flows From Investing Activities: | ||
Purchase of fixed assets | (2,078) | (12,339) |
Net cash provided by (used for) investing activities | (2,078) | (12,339) |
Cash Flows From Financing Activities: | ||
Payments of related party loans | (33,934) | |
Cash acquired in acquisition of Canna Colorado | 1,245 | |
Shares issued to vendor in prior year, paid par this period | 120 | |
Proceeds from sales of common stock | 804,500 | 3,331,000 |
Net cash provided by (used for) financing activities | 805,865 | 3,297,066 |
Net increase (decrease) in cash | (1,404,214) | 2,440,123 |
Cash at the beginning of the period | 1,605,239 | |
Cash at the end of the period | 201,025 | 2,440,123 |
Schedule of Non-Cash Investing and Financing Activities | ||
Value of stock issued in litigation settlement | 1,597,500 | |
Forgiveness of related party loans | 71,672 | |
Supplemental Disclosure | ||
Cash paid for interest | 2,071 | $ 3,719 |
Cash paid for income taxes | $ 500 |
Nature of Operations and Signif
Nature of Operations and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations and Significant Accounting Policies | NOTE 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS BUSINESS CannaPharmaRx, Inc. (together with its consolidated subsidiaries, the “ Company HISTORY The Company was originally incorporated as Golden Dragon Holding Co. in the State of Delaware in December 2010 as a wholly-owned subsidiary of Concord Ventures, Inc. On May 9, 2014, the Company entered into a Share Purchase Agreement (the “ Share Purchase Agreement Canna Colorado On May 15, 2014, the Company entered into an Agreement and Plan of Merger (the “ Plan of Merger Merger Agreement Acquisition Sub Merger On June 29, 2015, the Company closed the Merger Agreement, with 100% of the Canna Colorado shareholders exchanging, at a 1:1 exchange ratio, a total of 9,750,000 Canna Colorado shares in return for a total of 9,750,000 shares of the Company’s common stock. As such, prior to the closing of the Merger, and as a condition to the closing of the Merger, the Company issued 9,750,000 restricted shares of the Company’s common stock to the Canna Colorado shareholders. Additionally, pursuant to the Merger, all of the shares of the Company previously owned by Canna Colorado were cancelled. Canna Colorado is now the wholly-owned subsidiary of the Company. BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Canna Colorado and have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Operating results for the three and nine month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. For more complete financial information, these unaudited consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 included in our Form 10-K filed with the SEC on March 31, 2015. USE OF ESTIMATES The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months. PROPERTY AND EQUIPMENT The Company has acquired $102,800 in property and equipment, of which $100,721 was purchased during the year ended December 31, 2014, and another $2,078 purchased in the first quarter of 2015. Of this amount, $50,000 represents the capitalized cost of our proprietary RECRUIT RegistryTM website development. This patient registry project was largely completed in the fourth quarter of 2014, although it is not currently operational, and the timing of the project launch is not certain at this time. Accordingly, no depreciation expense has been recorded against the capitalized cost of the RECRUIT Registry to date. In addition to the investment in our patient registry, another $52,800 has been invested in office and computer equipment, primarily incurred since the November 2014 establishment of the Company’s new headquarters in Carneys Point, New Jersey. Accumulated depreciation to date totals $12,540 against these fixed assets. Depreciation expenses total $3,192 and $-0- for the quarters ended September 30, 2015 and September 30, 2014, respectively, and were $9,520 and $-0- respectively in the nine month periods ended September 30, 2015 and 2014. Depreciation expenses have been calculated using the straight line method over the estimated useful lives of the respective assets, ranging from three to seven years. DEFERRED COSTS AND OTHER OFFERING COSTS All costs with respect to raising capital in the two private placements of the Company’s common stock were expensed by the Company both in 2014 and 2015. These costs were applied as internal operational expenses. The Company had no deferred costs or other stock offering costs as of either September 30, 2015 or December 31, 2014. Future costs associated with raising capital, be it debt or equity, may more likely be incurred as a direct variable cost with third parties. Our intent is to initially defer these costs and ultimately offset them against the proceeds from these capital or financial transactions if successful, or expensed if the proposed financial transaction proves unsuccessful. IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value will be required. The Company had no intangible assets at September 30, 2015 or December 31, 2014. FAIR VALUES OF ASSETS AND LIABILITIES The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of September 30, 2015 and December 31, 2014, the Company does not have any assets or liabilities which are considered Level 2 or 3 in the hierarchy. The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no such adjustments in the periods ended September 30, 2015, nor December 31, 2014. FINANCIAL INSTRUMENTS The estimated fair value for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with exact precision. The fair value of the Company’s financial instruments, which include cash, prepaid expenses, accounts payable and the related party loan, each approximate their carrying value due either to their short length to maturity or interest rates that approximate prevailing market rates. INCOME TAXES The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. ADVERTISING COSTS Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $138 and $25,735 in the three-month and nine-month periods ended September 30, 2015 respectively, compared to $69,990 and $81,218 for the three- and nine-month periods ended September 30, 2014. COMPREHENSIVE INCOME (LOSS) Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception, there have been no differences between our comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the three and nine month periods ended September 30, 2015 and 2014. INCOME (LOSS) PER SHARE Income (loss) per share is presented in accordance with Accounting Standards Update (“ ASU Earning per Share EPS Stock options outstanding at September 30, 2015 to purchase 4,675,000 shares of common stock are excluded from the calculations of diluted net loss per share since their effect is antidilutive. STOCK-BASED COMPENSATION The Company has adopted ASC Topic 718, (Compensation—Stock Compensation) Effective November 1, 2014, the Company granted options to purchase shares of the Company’s common stock to each of its employees for a total of 5,000,000 options granted. Including the November 1, 2014 grant and all subsequent option grants, the Company has granted a total of 6,075,000 options at exercise prices ranging from $1.00 to $3.25. As a result of forfeitures, 4,675,000 options remain outstanding as of September 30, 2015. On June 25, 2015, the Company issued 100,000 shares of the Company’s common stock to a financial services firm as consideration for advisory and capital raising services. These shares were valued at an aggregate of $350,000 based on the trading average of the Company’s stock over the ten days preceding issuance of those shares and such amount was expensed to stock-based compensation costs during the period. Stock-based compensation expenses totaled $1,095,760 and $-0- for the three months ended September 30, 2015 and September 30, 2014, respectively. On a year to date basis, stock-based compensation expenses totaled $5,171,296 and $-0- for the nine months ended September 30, 2015 and September 30, 2014, respectively. BUSINESS SEGMENTS Our activities during the nine months ended September 30, 2015 comprised a single segment. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS On June 10, 2014, the FASB issued update ASU 2014-10, Development Stage Entities The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. |
Going Concern and Liquidity
Going Concern and Liquidity | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Liquidity | NOTE 2. GOING CONCERN AND LIQUIDITY The Company had cash on hand of $201,025 as of September 30, 2015, but no revenue-producing business or other sources of income. Additionally, as of September 30, 2015 the Company had outstanding liabilities totaling $527,995 and stockholders’ deficit of $204,824. The Company had a working capital deficit of $285,083 at September 30, 2015. In our financial statements for the fiscal years ended December 31, 2014 and 2013, the Reports of the Independent Registered Public Accounting Firm include an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Based on our current financial projections, we believe we have sufficient existing cash resources to fund our current limited operations through November 2015. However, current revenue growth expectations are not sufficient to sustain operations beyond that date. It is our current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that these events will be satisfactorily completed or at terms acceptable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by us to successfully implement these plans would have a material adverse effect on our business, including the possible inability to continue operations. |
Assets
Assets | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Assets | NOTE 3. ASSETS As of September 30, 2015, the Company had $232,912 in current assets (comprised of $201,025 in cash on deposit in a bank and $31,887 in prepaid expenses) and $90,259 in furniture and fixtures, net of $12,540 in accumulated depreciation. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of September 30, 2015, the balance of accounts payable and accrued expenses was $337,995, which is primarily comprised of trade payables and accrued salaries and wages and legal fees. Additionally, the current portion of accrued legal settlements payable in cash over the next 12 months total $180,000 as of September 30, 2015, as discussed in Note 6 (Litigation and Accrued Settlement Liabilities). |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 5. COMMITMENTS OPERATING LEASE The Company has a non-cancellable operating lease for its headquarters located in Carneys Point, New Jersey. The term of this lease extends until April 30, 2016. The remaining lease commitment totals $26,419 as of September 30, 2015. |
Litigation and Accrued Settleme
Litigation and Accrued Settlement Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Accrued Settlement Liabilities | NOTE 6. LITIGATION AND ACCRUED SETTLEMENT LIABILITIES On October 30, 2014, Gary M. Cohen (“ Cohen On November 11, 2014, the Company, under its former name Golden Dragon Holding Co., sued Cohen in U.S. District Court in New Jersey for libel and tortious interference. On March 30, 2015, the Company executed a Confidential Settlement and Release of Claims Agreement dated March 30, 2015 by and between the Company, Canna Colorado, Cohen and the other individuals named above (the “ Settlement Agreement As part of the Settlement Agreement, the Company agreed to purchase all of Mr. Cohen’s 2,250,000 shares of Canna Colorado for a purchase price of $350,000, with $85,000 payable up front and the remainder payable in equal installments of $15,000 per month over the next 17 months, and a payment of $10,000 in the eighteenth month. In addition, on May 4, 2015, the Company issued 600,000 unregistered restricted shares of its common stock to Mr. Cohen as part of the Settlement Agreement. The Company valued those shares at $1,597,500 based on the trading average of the Company’s stock over the ten days preceding entry into the Settlement Agreement and recorded an expense in such amount during the period ended December 31, 2014. Pursuant to the Settlement Agreement, $160,000 has been paid to Mr. Cohen in cash through September 30, 2015 in accordance with the settlement payment terms, leaving a remaining liability of $190,000 as of September 30, 2015 to be paid in cash in the future. In addition, the Company and Cohen have resolved their differences in the Company’s lawsuit filed against Cohen on November 11, 2014 in New Jersey. The Company has dismissed its claims against Cohen of libel and tortious interference. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY PREFERRED STOCK The Company is authorized, without further action by the stockholders, to issue up to 10,000,000 shares of one or more series of preferred stock, at a par value of $0.0001, all of which is nonvoting. The Board of Directors may, without stockholder approval, determine the dividend rates, redemption prices, preferences on liquidation or dissolution, conversion rights, voting rights and any other preferences. No shares of preferred stock were issued or outstanding as of September 30, 2015. COMMON STOCK The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2015, 17,959,621 shares of common stock were issued and outstanding. RECENT ISSUANCES OF COMMON STOCK In March 2015, the Company began offering in a private placement of shares of its unregistered restricted common stock to accredited investors at $1.50 per share (the “ Private Placement On June 25, 2015, the Company issued 100,000 shares of the Company’s common stock to Benjamin & Jerold Brokerage I, LLC, an Illinois limited liability company (“ B&J WARRANTS On January 20, 2015, the Company issued a 3-year warrant (the “ First Warrant VCR On February 23, 2015, the Company issued another 3-year warrant (the “ Second Warrant VCR Warrants STOCK OPTIONS To date, the following stock options were issued and outstanding to employees and members of the Board of Directors, which were not issued pursuant to a formal equity compensation plan: For the Three Months Ended For the Nine Months Ended Shares Option Weighted Shares Option Weighted Outstanding Options at Beginning of Period 4,425,000 $ 1.37 $ 1.37 3,600,000 $ 1.00 $ 1.00 Options Granted 250,000 $ 1.45 $ 1.45 1,075,000 $ 2.62 $ 2.62 Options Forfeited — — — — — — Options Outstanding at End of Period 4,675,000 $ 1.37 $ 1.37 4,675,000 $ 1.37 $ 1.37 Options Exercisable at End of Period 750,000 $ 1.00 $ 1.00 750,000 $ 1.00 $ 1.00 Effective November 1, 2014, the Company issued options to purchase 5,000,000 shares at an exercise price of $1.00 per share. In February 2015, the Company issued additional options to purchase 675,000 shares to newly hired employees and to two new independent members of the board of directors at an average weighted exercise price of $3.00 per share. In April 2015, the Company issued additional options to purchase 150,000 shares to three new members of the Board of Directors at an average weighted exercise price of $2.85 per share. In August 2015, the Company issued additional options to purchase 50,000 shares to one original member of the Board of Directors at an average weighted exercise price of $3.25 per share and revised a November 2014 option grant to one employee to grant additional options to purchase 200,000 shares dated as of the original grant date on November 1, 2014. The Board of Directors subsequently ratified the issuances of the November 2014, February 2015, April 2015 and August 2015 options during the quarter ended September 30, 2015. The exercise prices of all options issued with 2015 effective dates were determined based on the closing stock price quoted on the day prior to their issuance. The options vest over a three-year period from the date of issuance, one-third at each anniversary date. Effective June 26, 2015, Mr. Gary Herick, our former Chief Financial Officer, entered into a consulting agreement with the Company. That consulting agreement provided for the full and immediate vesting of any unvested stock options held by Mr. Herick as of the date of the agreement, which totaled options to purchase 750,000 shares of common stock at an exercise price of $1.00. The Company recorded an option acceleration modification charge of $1,718,946 in the three months ended June 30, 2015. As a result of all stock option activity to date, the Company has recorded aggregate stock-based compensation charges of $4,821,296 during the nine month period ended September 30, 2015. Stock-based compensation charges remaining to be amortized total $7,970,851 at September 30, 2015. These remaining stock-based compensation charges will be amortized to expense over the remaining vesting period through August 2018 in accordance with their vesting schedules. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8. INCOME TAXES The Company has had losses since its inception and therefore has not been subject to federal or state income taxes. As of September 30, 2015, the Company has approximately $4,004,000 and $3,964,000 of federal and state net operating loss carryforwards, respectively. The federal net operating loss carryforwards begin to expire in 2030 and the state net operating loss carryforwards begin to expire in 2034. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS Management of the Company has evaluated subsequent events through the date of this filing and note there have been no events that would require disclosure in this report. |
Nature of Operations and Sign16
Nature of Operations and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS BUSINESS CannaPharmaRx, Inc. (together with its consolidated subsidiaries, the “ Company HISTORY The Company was originally incorporated as Golden Dragon Holding Co. in the State of Delaware in December 2010 as a wholly-owned subsidiary of Concord Ventures, Inc. On May 9, 2014, the Company entered into a Share Purchase Agreement (the “ Share Purchase Agreement Canna Colorado On May 15, 2014, the Company entered into an Agreement and Plan of Merger (the “ Plan of Merger Merger Agreement Acquisition Sub Merger On June 29, 2015, the Company closed the Merger Agreement, with 100% of the Canna Colorado shareholders exchanging, at a 1:1 exchange ratio, a total of 9,750,000 Canna Colorado shares in return for a total of 9,750,000 shares of the Company’s common stock. As such, prior to the closing of the Merger, and as a condition to the closing of the Merger, the Company issued 9,750,000 restricted shares of the Company’s common stock to the Canna Colorado shareholders. Additionally, pursuant to the Merger, all of the shares of the Company previously owned by Canna Colorado were cancelled. Canna Colorado is now the wholly-owned subsidiary of the Company. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Canna Colorado and have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Operating results for the three and nine month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. For more complete financial information, these unaudited consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 included in our Form 10-K filed with the SEC on March 31, 2015. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The Company has acquired $102,800 in property and equipment, of which $100,721 was purchased during the year ended December 31, 2014, and another $2,078 purchased in the first quarter of 2015. Of this amount, $50,000 represents the capitalized cost of our proprietary RECRUIT RegistryTM website development. This patient registry project was largely completed in the fourth quarter of 2014, although it is not currently operational, and the timing of the project launch is not certain at this time. Accordingly, no depreciation expense has been recorded against the capitalized cost of the RECRUIT Registry to date. In addition to the investment in our patient registry, another $52,800 has been invested in office and computer equipment, primarily incurred since the November 2014 establishment of the Company’s new headquarters in Carneys Point, New Jersey. Accumulated depreciation to date totals $12,540 against these fixed assets. Depreciation expenses total $3,192 and $-0- for the quarters ended September 30, 2015 and September 30, 2014, respectively, and were $9,520 and $-0- respectively in the nine month periods ended September 30, 2015 and 2014. Depreciation expenses have been calculated using the straight line method over the estimated useful lives of the respective assets, ranging from three to seven years. |
DEFERRED COSTS AND OTHER OFFERING COSTS | DEFERRED COSTS AND OTHER OFFERING COSTS All costs with respect to raising capital in the two private placements of the Company’s common stock were expensed by the Company both in 2014 and 2015. These costs were applied as internal operational expenses. The Company had no deferred costs or other stock offering costs as of either September 30, 2015 or December 31, 2014. Future costs associated with raising capital, be it debt or equity, may more likely be incurred as a direct variable cost with third parties. Our intent is to initially defer these costs and ultimately offset them against the proceeds from these capital or financial transactions if successful, or expensed if the proposed financial transaction proves unsuccessful. |
IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS | IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value will be required. The Company had no intangible assets at September 30, 2015 or December 31, 2014. |
FAIR VALUES OF ASSETS AND LIABILITIES | FAIR VALUES OF ASSETS AND LIABILITIES The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of September 30, 2015 and December 31, 2014, the Company does not have any assets or liabilities which are considered Level 2 or 3 in the hierarchy. The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no such adjustments in the periods ended September 30, 2015, nor December 31, 2014. |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS The estimated fair value for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with exact precision. The fair value of the Company’s financial instruments, which include cash, prepaid expenses, accounts payable and the related party loan, each approximate their carrying value due either to their short length to maturity or interest rates that approximate prevailing market rates. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. |
ADVERTISING COSTS | ADVERTISING COSTS Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $138 and $25,735 in the three-month and nine-month periods ended September 30, 2015 respectively, compared to $69,990 and $81,218 for the three- and nine-month periods ended September 30, 2014. |
COMPREHENSIVE INCOME (LOSS) | COMPREHENSIVE INCOME (LOSS) Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception, there have been no differences between our comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the three and nine month periods ended September 30, 2015 and 2014. |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE Income (loss) per share is presented in accordance with Accounting Standards Update (“ ASU Earning per Share EPS Stock options outstanding at September 30, 2015 to purchase 4,675,000 shares of common stock are excluded from the calculations of diluted net loss per share since their effect is antidilutive. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company has adopted ASC Topic 718, (Compensation—Stock Compensation) Effective November 1, 2014, the Company granted options to purchase shares of the Company’s common stock to each of its employees for a total of 5,000,000 options granted. Including the November 1, 2014 grant and all subsequent option grants, the Company has granted a total of 6,075,000 options at exercise prices ranging from $1.00 to $3.25. As a result of forfeitures, 4,675,000 options remain outstanding as of September 30, 2015. On June 25, 2015, the Company issued 100,000 shares of the Company’s common stock to a financial services firm as consideration for advisory and capital raising services. These shares were valued at an aggregate of $350,000 based on the trading average of the Company’s stock over the ten days preceding issuance of those shares and such amount was expensed to stock-based compensation costs during the period. Stock-based compensation expenses totaled $1,095,760 and $-0- for the three months ended September 30, 2015 and September 30, 2014, respectively. On a year to date basis, stock-based compensation expenses totaled $5,171,296 and $-0- for the nine months ended September 30, 2015 and September 30, 2014, respectively. |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Our activities during the nine months ended September 30, 2015 comprised a single segment. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS On June 10, 2014, the FASB issued update ASU 2014-10, Development Stage Entities The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Summary of Stock Options | To date, the following stock options were issued and outstanding to employees and members of the Board of Directors, which were not issued pursuant to a formal equity compensation plan: For the Three Months Ended For the Nine Months Ended Shares Option Weighted Shares Option Weighted Outstanding Options at Beginning of Period 4,425,000 $ 1.37 $ 1.37 3,600,000 $ 1.00 $ 1.00 Options Granted 250,000 $ 1.45 $ 1.45 1,075,000 $ 2.62 $ 2.62 Options Forfeited — — — — — — Options Outstanding at End of Period 4,675,000 $ 1.37 $ 1.37 4,675,000 $ 1.37 $ 1.37 Options Exercisable at End of Period 750,000 $ 1.00 $ 1.00 750,000 $ 1.00 $ 1.00 |
Nature of Operations and Sign18
Nature of Operations and Significant Accounting Policies - Additional Information (Detail) | Jun. 29, 2015shares | Jun. 25, 2015USD ($)shares | Nov. 01, 2014shares | May. 09, 2014shares | Aug. 31, 2015shares | Apr. 30, 2015shares | Feb. 28, 2015shares | Sep. 30, 2015USD ($)shares | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Private_placementSegmentshares | Sep. 30, 2014USD ($)Private_placement | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Jun. 30, 2015shares | Apr. 21, 2015shares |
Nature Of Operations [Line Items] | ||||||||||||||||||
Restricted shares issued | shares | 9,000,000 | |||||||||||||||||
Property and equipment acquired | $ 2,078 | $ 2,078 | $ 12,339 | $ 100,721 | $ 102,800 | |||||||||||||
Website development for cannabinoid medicines | $ 50,000 | |||||||||||||||||
Depreciation expense recorded against capitalized cost | 0 | |||||||||||||||||
Payments to acquire office and computer equipment | 52,800 | |||||||||||||||||
Accumulated depreciation | $ 12,540 | 12,540 | 12,540 | $ 12,540 | 12,540 | 12,540 | ||||||||||||
Depreciation expense | 3,192 | $ 0 | $ 9,520 | $ 0 | ||||||||||||||
Number of private placements | Private_placement | 2 | 2 | ||||||||||||||||
Deferred cost and other offering costs | 0 | 0 | $ 0 | 0 | 0 | 0 | ||||||||||||
Intangible assets | 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Advertising and promotional expenses | $ 138 | 69,990 | $ 25,735 | $ 81,218 | ||||||||||||||
Stock options excluded from calculation of diluted net income per share due to anti-dilutive effect (in shares) | shares | 4,675,000 | |||||||||||||||||
Options issued during period | shares | 5,000,000 | 50,000 | 150,000 | 675,000 | 250,000 | 1,075,000 | 6,075,000 | |||||||||||
Options outstanding | shares | 4,675,000 | 3,600,000 | 4,675,000 | 4,675,000 | 3,600,000 | 4,675,000 | 4,425,000 | |||||||||||
Options exercise price, minimum | $ / shares | $ 1 | |||||||||||||||||
Options exercise price, maximum | $ / shares | $ 3.25 | |||||||||||||||||
Stock-based compensation expense | $ 1,095,760 | $ 0 | $ 5,171,296 | $ 0 | ||||||||||||||
Number of reportable segment | Segment | 1 | |||||||||||||||||
Canna Colorado [Member] | ||||||||||||||||||
Nature Of Operations [Line Items] | ||||||||||||||||||
Shares issuable upon merger | shares | 9,750,000 | |||||||||||||||||
Merger agreement, percentage | 100.00% | |||||||||||||||||
Merger agreement share Conversion Rate | 100.00% | |||||||||||||||||
Shares issued under exchange | shares | 9,750,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Nature Of Operations [Line Items] | ||||||||||||||||||
Estimated useful lives of assets | 3 years | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Nature Of Operations [Line Items] | ||||||||||||||||||
Estimated useful lives of assets | 7 years | |||||||||||||||||
Advisory and Capital Raising Services [Member] | ||||||||||||||||||
Nature Of Operations [Line Items] | ||||||||||||||||||
Common stock issued as stock-based compensation, shares | shares | 100,000 | |||||||||||||||||
Common stock issued as stock-based compensation, value | $ 350,000 | |||||||||||||||||
Former President, Chief Executive Officer, Chief Financial Officer and Director [Member] | ||||||||||||||||||
Nature Of Operations [Line Items] | ||||||||||||||||||
Number of shares sold to related party | shares | 1,421,120 | |||||||||||||||||
Restricted Shares [Member] | Canna Colorado [Member] | ||||||||||||||||||
Nature Of Operations [Line Items] | ||||||||||||||||||
Restricted shares of common stock issued | shares | 9,750,000 |
Going Concern and Liquidity - A
Going Concern and Liquidity - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Going Concern And Liquidity [Abstract] | |||||
Cash | $ 201,025 | $ 1,605,239 | $ 2,440,123 | ||
Liabilities | 527,995 | 2,085,272 | |||
Stockholders' deficit | (204,824) | $ (288,230) | $ (292,034) | $ (197,628) | |
Working capital deficit | $ 285,083 |
Assets - Additional Information
Assets - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Assets [Abstract] | |||
Current assets | $ 232,912 | $ 1,649,341 | |
Cash and cash equivalents | 201,025 | 1,605,239 | $ 2,440,123 |
Prepaid expenses | 31,887 | 44,102 | |
Furniture and fixtures, net of accumulated depreciation | 90,259 | 97,701 | |
Accumulated depreciation | $ 12,540 | $ 12,540 |
Accounts Payable and Accrued 21
Accounts Payable and Accrued Expenses - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 337,995 | $ 137,772 |
Accrued legal settlement payable in cash - current portion | $ 180,000 | $ 205,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining lease commitment | $ 26,419 |
Non-cancellable operating lease expiration date | Apr. 30, 2016 |
Litigation and Accrued Settle23
Litigation and Accrued Settlement Liabilities - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | May. 04, 2015 | Mar. 30, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||||
Accrued legal settlement payable in stock | $ 1,597,500 | ||||
Accrued legal settlement payable in cash - current portion | $ 180,000 | $ 180,000 | $ 205,000 | ||
Gary M. Cohen [Member] | |||||
Loss Contingencies [Line Items] | |||||
Settlement agreement, description | As part of the Settlement Agreement, the Company agreed to purchase all of Mr. Cohen's 2,250,000 shares of Canna Colorado for a purchase price of $350,000, with $85,000 payable up front and the remainder payable in equal installments of $15,000 per month over the next 17 months, and a payment of $10,000 in the eighteenth month. In addition, on May 4, 2015, the Company issued 600,000 unregistered restricted shares of its common stock to Mr. Cohen as part of the Settlement Agreement. | ||||
Settlement agreement, share purchased | 2,250,000 | ||||
Settlement agreement, share purchase price | $ 350,000 | ||||
Settlement agreement, up front payment | 85,000 | ||||
Settlement amount payable in Equal Monthly installment up to seventeen month | 15,000 | ||||
Settlement amount final payment on eighteenth month | 10,000 | ||||
Unregistered restricted shares of common stock issued | 600,000 | ||||
Accrued legal settlement payable in stock | $ 1,597,500 | ||||
Cash paid in accordance with settlement payment terms | 160,000 | ||||
Accrued legal settlement payable in cash - current portion | $ 190,000 | $ 190,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jun. 26, 2015 | Jun. 25, 2015 | Feb. 23, 2015 | Jan. 20, 2015 | Nov. 01, 2014 | May. 09, 2014 | Sep. 30, 2015 | Aug. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares issued | 17,959,621 | 17,959,621 | 17,959,621 | 17,959,621 | 17,374,407 | |||||||||||||
Common stock, shares outstanding | 17,959,621 | 17,959,621 | 17,959,621 | 17,959,621 | 17,374,407 | |||||||||||||
Unregistered restricted Common Stock, shares issued | 9,000,000 | |||||||||||||||||
Unregistered restricted Common Stock, anticipated gross proceeds | $ 804,500 | |||||||||||||||||
Options issued to purchase shares | 5,000,000 | 50,000 | 150,000 | 675,000 | 250,000 | 1,075,000 | 6,075,000 | |||||||||||
Options exercise price per share | $ 1 | $ 3.25 | $ 2.85 | $ 3 | $ 1.45 | $ 2.62 | ||||||||||||
Stock options, vesting period | 3 years | 3 years | 3 years | |||||||||||||||
Option acceleration modification charge | $ 1,718,946 | |||||||||||||||||
Aggregate stock-based compensation charges | $ 4,821,296 | |||||||||||||||||
Unamortized Stock based compensation charges | $ 7,970,851 | $ 7,970,851 | $ 7,970,851 | $ 7,970,851 | ||||||||||||||
Unamortized Stock based compensation charges, end date of amortization period based on vesting period | 2018-03 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, shares outstanding | 17,959,621 | 17,959,621 | 17,959,621 | 17,959,621 | 17,374,407 | 2,384,407 | 2,384,407 | |||||||||||
Common Stock [Member] | Mr. Gary Herick [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Options issued to purchase shares | 750,000 | |||||||||||||||||
Options exercise price per share | $ 1 | |||||||||||||||||
Revised November 2014 Option Grant to One Employee [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Options issued to purchase shares | 200,000 | |||||||||||||||||
Viridian Capital and Research, LLC [Member] | Warrant One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant expiration term | 3 years | |||||||||||||||||
Number of Securities exercised by Warrants or Rights | 244,283 | |||||||||||||||||
Exercise Price of Warrants per warrant | $ 2.90 | |||||||||||||||||
Exercise Price of Warrants, description | Price per share of the Company's common stock on the 10 days preceding January 20, 2015 or $2.90 | |||||||||||||||||
Notice period to call warrants | 60 days | |||||||||||||||||
Warrants callable description | The First Warrant is callable on 60 days' notice if (i) the Company's common stock trades on the NASDAQ and (ii) the Company's common stock trades at three times the exercise price of the First Warrant for 20 consecutive trading days. | |||||||||||||||||
Number of trading days to trade company's common stock | 20 days | |||||||||||||||||
Viridian Capital and Research, LLC [Member] | Warrants Two [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant expiration term | 3 years | |||||||||||||||||
Number of Securities exercised by Warrants or Rights | 244,283 | |||||||||||||||||
Exercise Price of Warrants per warrant | $ 2.50 | |||||||||||||||||
Exercise Price of Warrants, description | Price per share of the Company's common stock on the 10 days preceding February 23, 2015 or $2.50 | |||||||||||||||||
Notice period to call warrants | 60 days | |||||||||||||||||
Warrants callable description | The Second Warrant is callable on 60 days' notice if (i) the Company's common stock trades on the NASDAQ and (ii) the Company's common stock trades at three times the exercise price of the Second Warrant for 20 consecutive trading days. | |||||||||||||||||
Number of trading days to trade company's common stock | 20 days | |||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Options vesting, percentage on each anniversary date | 33.33% | 33.33% | 33.33% | |||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Unregistered restricted Common Stock, price per share | $ 1.50 | |||||||||||||||||
Unregistered restricted Common Stock, shares issued | 536,334 | |||||||||||||||||
Benjamin & Jerold Brokerage I, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock issued as stock-based compensation, shares | 100,000 | |||||||||||||||||
Common stock issued as stock-based compensation, value | $ 350,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options (Detail) - $ / shares | Nov. 01, 2014 | Aug. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Outstanding Options at Beginning of Period, Shares | 4,425,000 | 3,600,000 | |||||
Options Granted, Shares | 5,000,000 | 50,000 | 150,000 | 675,000 | 250,000 | 1,075,000 | 6,075,000 |
Options Forfeited, Shares | 0 | 0 | |||||
Options Outstanding at End of Period, Shares | 4,675,000 | 4,675,000 | 4,675,000 | ||||
Options Exercisable at End of Period, Shares | 750,000 | 750,000 | 750,000 | ||||
Options Outstanding at Beginning of Period, Option Price | $ 1.37 | $ 1 | |||||
Options Granted, Option Price | $ 1 | $ 3.25 | $ 2.85 | $ 3 | 1.45 | 2.62 | |
Options Forfeited, Option Price | 0 | 0 | |||||
Options Outstanding at End of Period, Option Price | 1.37 | 1.37 | $ 1.37 | ||||
Options Exercisable at End of Period | 1 | 1 | |||||
Options Outstanding at Beginning of Period , Weighted Average Price | 1.37 | 1 | |||||
Options Granted, Weighted Average Price | 1.45 | 2.62 | |||||
Options Forfeited, Weighted Average Price | 0 | 0 | |||||
Options Outstanding at End of Period, Weighted Average Price | 1.37 | 1.37 | $ 1.37 | ||||
Options Exercisable at End of Period, Weighted Average Price | $ 1 | $ 1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 4,004,000 |
Net operating loss carryforward expiration year | 2,030 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 3,964,000 |
Net operating loss carryforward expiration year | 2,034 |