Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TAPIMMUNE INC | |
Entity Central Index Key | 1,094,038 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TPIV | |
Entity Common Stock, Shares Outstanding | 8,379,101 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 9,586,773 | $ 6,576,564 |
Prepaid expenses and deposits | 111,652 | 68,803 |
Total Assets | 9,698,425 | 6,645,367 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,678,079 | 967,358 |
Research agreement obligations | 492,365 | 492,365 |
Derivative liability - warrants | 29,000 | 26,493,000 |
Promissory note | 5,000 | 30,000 |
Promissory note, related party | 0 | 23,000 |
Total Liabilities | 2,204,444 | 28,005,723 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Convertible preferred stock, $0.001 par value 5,000,000 shares authorized | ||
Common stock, $0.001 par value, 41,666,667 shares authorized, 8,395,768 and 5,882,976 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 8,396 | 5,884 |
Additional paid-in capital | 151,724,573 | 112,142,187 |
Accumulated deficit | (144,238,988) | (133,508,427) |
Total Stockholders’ Equity (Deficit) | 7,493,981 | (21,360,356) |
Total Liabilities and Stockholders’ Equity (Deficit) | 9,698,425 | 6,645,367 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible preferred stock, $0.001 par value 5,000,000 shares authorized | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Convertible preferred stock, $0.001 par value 5,000,000 shares authorized | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 5,000,000 | 5,000,000 |
Common stock shares par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 41,666,667 | 41,666,667 |
Common stock shares issued | 8,395,768 | 5,882,976 |
Common stock shares outstanding | 8,395,768 | 5,882,976 |
Series A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 1,250,000 | 1,250,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized/designated | 1,500,000 | 1,500,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Expenses: | ||||
Research and development | $ 1,109,332 | $ 968,759 | $ 3,343,248 | $ 2,324,432 |
General and administrative | 1,612,305 | 769,219 | 3,557,701 | 1,579,754 |
Loss from Operations | (2,721,637) | (1,737,978) | (6,900,949) | (3,904,186) |
Other Income (Expense) | ||||
Changes in fair value of derivative liabilities | 684,000 | 30,266,000 | 5,925,000 | (28,485,585) |
Foreign exchange gain | 0 | 0 | 0 | 775 |
Grant income | 0 | 0 | 231,200 | 0 |
Loss on debt settlement agreements | (65,325) | (24,697) | (135,640) | (24,697) |
Other income | 0 | 0 | 1,828 | 0 |
Net Income (Loss) | $ (2,102,962) | $ 28,503,325 | $ (878,561) | $ (32,413,693) |
Basic Net Income (Loss) per Share | $ (0.29) | $ 7.04 | $ (0.14) | $ (10.61) |
Diluted Net Income (Loss) per Share | $ (0.29) | $ 4.23 | $ (0.54) | $ (10.61) |
Weighted Average Number of Common Shares Outstanding, Basic | 7,281,000 | 4,048,750 | 6,370,000 | 3,054,297 |
Weighted Average Number of Common Shares Outstanding, diluted | 7,281,000 | 6,745,416 | 6,935,000 | 3,054,297 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 30, 2016 - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance, Amount at Dec. 31, 2015 | $ (21,360,356) | $ 5,884 | $ 112,142,187 | $ (133,508,427) |
Beginning Balance, Share at Dec. 31, 2015 | 5,882,976 | |||
Issuance of common stock in private placement (in shares) | 653,166 | |||
Issuance of common stock in private placement | 3,135,196 | $ 653 | 3,134,543 | 0 |
Finders’ fee and legal costs relating to private placements | (804,070) | 0 | (804,070) | 0 |
Fair value of shares issued as inducement on August 10, 2016 | 0 | $ 750 | 4,499,250 | (4,500,000) |
Fair value of shares issued as inducement on August 10, 2016 (in shares) | 750,000 | |||
Fair value of series F and F-1 warrants issued as inducement in August 2016 | 0 | $ 0 | 5,352,000 | (5,352,000) |
Reclassification of fair value of derivative liabilities to equity on amendment of warrant agreements | 15,465,000 | 0 | 15,465,000 | 0 |
Exercise of warrants Amount | 6,000,000 | $ 1,000 | 5,999,000 | 0 |
Exercise of warrants share | 1,000,000 | |||
Finders’ fee on exercise of warrants | (516,651) | $ 0 | (516,651) | 0 |
Reclassification of fair value of derivative liabilities at exercise date | 5,074,000 | 0 | 5,074,000 | 0 |
Shares issued in debt settlement agreements | 70,315 | $ 10 | 70,305 | 0 |
Shares issued in debt settlement agreements, Shares | 10,191 | |||
Stock- based compensation, Amount | 1,309,108 | $ 99 | 1,309,009 | 0 |
Stock- based compensation, Share | 99,435 | |||
Net loss | (878,561) | $ 0 | 0 | (878,561) |
Ending Balance, Amount at Sep. 30, 2016 | $ 7,493,981 | $ 8,396 | $ 151,724,573 | $ (144,238,988) |
Ending Balance, Share at Sep. 30, 2016 | 8,395,768 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flow from operating activities | ||
Net loss | $ (878,561) | $ (32,413,693) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Changes in fair value of derivative liabilities | (5,925,000) | 28,485,585 |
Loss on debt settlement agreements | 70,315 | 24,697 |
Stock based compensation | 1,309,109 | 261,805 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (42,849) | (55,782) |
Accounts payable and accrued liabilities | 710,720 | 204,956 |
Net cash used in operating activities | (4,756,266) | (3,492,432) |
Cash flow from financing activities | ||
Private placements | 3,135,196 | 2,464,000 |
Finders’ fee and legal costs on private placements | (804,070) | (137,986) |
Repayment of promissory note | (25,000) | 0 |
Repayment of promissory note - related party | (23,000) | 0 |
Proceeds from exercise of warrants | 6,000,000 | 7,427,998 |
Finders' fee on exercise of warrants | (516,651) | (316,508) |
Net cash provided by financing activities | 7,766,475 | 9,437,504 |
Net increase in cash | 3,010,209 | 5,945,072 |
Cash, beginning of period | 6,576,564 | 141,944 |
Cash, end of period | 9,586,773 | 6,087,016 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental schedule of non-cash investing and financing activities: | ||
Reclassification of accrued liability upon issuance of common shares relating to Dr. Glynn Wilson's compensation | 191,000 | 0 |
Accounts payable settled in common stock | 0 | 24,000 |
Fair value of issuance of series F and F-1 warrants as inducement in August 2016 | 5,352,000 | 0 |
Fair value of shares issued as inducement on August 10, 2016 | 4,500,000 | 0 |
Reclassification of fair value of derivative liabilities to equity on amendment of warrant agreements | 15,465,000 | 0 |
Fair value of issuance of warrants in January and March 2015 financing | 0 | 9,313,000 |
Issuance of additional warrants in May 28, 2015 transaction | 0 | 6,133,000 |
Reclassification of Derivative Warrant Liabilities to Equity at Exercise Date | $ 5,074,000 | $ 11,745,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | Nature of Operations TapImmune Inc. (the “Company”), a Nevada corporation incorporated in 1992, is a biotechnology company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune's approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition and killing by the immune system. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2016 or for any future interim period. The condensed consolidated balance sheet at December 31, 2015 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2015, and notes thereto included in the Company’s annual report on Form 10-K. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | LIQUIDITY AND FINANCIAL CONDITION The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing, develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. From inception, the Company has been funded by a combination of equity and debt financings. The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from product sales. As of September 30, 2016, the Company had cash and cash equivalents of approximately $ 9,587,000 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | Note 4: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2016 other than the one disclosed below relating to grant income: The Company recognizes grant income in accordance with the terms stipulated under the grant awarded to the Company’s collaborators at the Mayo Foundation from the U. S. Department of Defense. In various situations, the Company receives certain payments from the U.S. Department of Defense for reimbursement of clinical supplies. These payments are non-refundable, and are not dependent on the Company’s ongoing future performance. The Company has adopted a policy of recognizing these payments as grant income when received. Accounting Standards Update (“ASU”), No. 2016-09 - In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the specific changes associated with the update include all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) being recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company has evaluated the impact of ASU No. 2016-09 and has determined that the adoption of the impact of forfeitures, net of income taxes, will not have a material impact on the Company’s future financial statements. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | Note 5: net income (loss) per share Basic income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted income per common share is computed similar to basic income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Income (loss) per-share amounts for all periods have been retroactively adjusted to reflect the Company’s 1-for-12 For the Three Months Ended For the Nine Months Ended 2016 2015 2016 2015 Net income (loss) $ (2,102,962) $ 28,503,325 $ (878,561) $ (32,413,693) Less: Non cash income from changes in fair value of derivative liabilities - - (2,856,000) - Net income (loss) - diluted (2,102,962) 28,503,325 (3,734,561) (32,413,693) Weighted average shares outstanding - basic 7,281,000 4,048,750 6,370,000 3,054,297 Common stock warrants - 2,663,333 565,000 - Common stock options - 33,333 - - Weighted average shares outstanding - diluted 7,281,000 6,745,416 6,935,000 3,054,297 Net income (loss) per share data: Basic $ (0.29) $ 7.04 $ (0.14) $ (10.61) Diluted $ (0.29) $ 4.23 $ (0.54) $ (10.61) Nine Months Ended September 30, 2016 2015 Common stock options 432,000 39,000 Common stock warrants - equity treatment 5,054,000 211,000 Common stock warrants - liability treatment 6,000 4,750,000 Potentially dilutive securities 5,492,000 5,000,000 |
DERIVATIVE LIABILITY - WARRANTS
DERIVATIVE LIABILITY - WARRANTS | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
DERIVATIVE LIABILITY - WARRANTS | DERIVATIVE LIABILITY - WARRANTs 5 Share Purchase Warrants Weighted Average Inputs for the Period For the Nine For the Nine Months Ending Months Ending September 30, September 30, Date of valuation 2016 2015 Exercise price $ 1.20 $ 7.56 Contractual term (years) 1.3 4.5 Volatility (annual) 105 % 159 % Risk-free rate 1 % 1 % Dividend yield (per share) 0 % 0 % The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: ⋅ Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ⋅ Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and ⋅ Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. As of September 30, 2016 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 29,000 - - $ 29,000 $ 29,000 Total $ 29,000 - - $ 29,000 $ 29,000 As of December 31, 2015 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 26,493,000 - - $ 26,493,000 $ 26,493,000 Total $ 26,493,000 - - $ 26,493,000 $ 26,493,000 There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2016. Derivative liability warrants Balance December 31, 2015 $ 26,493,000 Reclassification of derivative liabilities to equity at exercise date (5,074,000) Reclassification of fair value of derivative liabilities to equity on amendment of warrant agreements (15,465,000) Change in fair value of warrant liability (5,925,000) Balance September 30, 2016 $ 29,000 Warrant Amendment Transaction On August 10, 2016, the Company and holders of an aggregate of 3,096,665 (the “Amended Warrants”) classification treatment In consideration for such amendment and the exercise of the Series C Warrants and Series C-1 Warrants, the Company issued an aggregate of 750,000 1,000,000 7.20 The value of the shares and fair value of the warrants was treated as dividend on the statement of stockholders’ equity of $ 4.5 The fair value of the Amended Warrants was re-measured immediately prior to the date of amendment with changes in fair value recorded as a gain of $ 556,000 15.5 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development $ - $ - $ - $ - General and administrative 573,137 13,244 1,309,109 261,805 Total stock-based compensation $ 573,137 $ 13,244 $ 1,309,109 $ 261,805 Stock Options Weighted Average Weighted Average Exercise Price Remaining Aggregate Stock Options per Share Contractual Life Intrinsic Value Outstanding as of December 31, 2015 298,679 $ 9.25 9.75 $ 177,000 Granted 135,000 6.00 Exercised - - Forfeited/Cancelled (1,667) 228.00 Outstanding as of September 30, 2016 432,013 $ 7.25 9.25 $ 271,000 Exercisable as of September 30, 2016 262,395 $ 8.00 9.00 $ 174,000 Unrecognized stock-based compensation cost: $ 1,081,000 Expected weighted average period compensation costs to be recognized (years): 1.75 |
PROMISSORY NOTE
PROMISSORY NOTE | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
PROMISSORY NOTE | Note 8: Promissory note At September 30, 2016, the Company had an outstanding promissory note in the amount of $ 5,000 30,000 10 During the nine months ended September 30, 2016, the Company paid a $ 25,000 |
PROMISSORY NOTE, RELATED PARTY
PROMISSORY NOTE, RELATED PARTY | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
PROMISSORY NOTE, RELATED PARTY | Note 9: Promissory note, related party At December 31, 2015, the Company had an outstanding promissory note in the amount of $ 23,000 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
CAPITAL STOCK | Note 10: Reverse Stock Split Effective September 16, 2016, the Company effected a one for twelve reverse stock-split of our issued and outstanding common stock and has retroactively adjusted our common shares outstanding, options and warrants amounts outstanding. The Company has presented its share data for and as of all periods presented on this basis. The par value was not adjusted as a result of the one for twelve reverse stock split. All prior period share transactions included in the Company’s stock transactions and balances have been retroactively restated. 2016 Common Stock Transactions Private placements On August 10, 2016 and August 25, 2016, the Company completed private placements of units with certain accredited investors. The units consisted of (i) one share of the Company’s common stock, par value $ 0.001 6.00 653,166 4.80 3.1 0.8 In addition, the Company issued five-year warrants to the placement agent in the offering providing for the purchase of up to 65,317 4.80 Pursuant to the registration rights agreements entered into in connection with the private placements, the Company is required to file a registration statement with the Securities and Exchange Commission registering for resale (a) the common stock issued in the private placement offering; (b) the shares of common stock issuable upon the exercise of the five-year warrants; and (c) the shares of common stock issuable upon the exercise of the warrants issued to the placement agent. The Company is required to file the registration statement within 120 days of the August 10, 2016 closing or by December 8, 2016. The Company is also required to ensure that the registration statement is declared effective within 90 calendar days after filing with the Securities and Exchange Commission, or by March 8, 2017. In accordance with the registration rights agreements, should the Company fail to meet the above criteria, the Company is subject to pay the investors liquidated damages. The liquidated damages shall be a cash sum payment calculated at a rate of ten percent ( 10 In accordance with applicable U.S. generally accepted accounting principles, a contingent obligation to make future payments must be recorded if the transfer of consideration under a registration payment arrangement is probable and can be reasonably estimated. The Company has determined that should it be required to pay liquidated damages to the investors of the private placements, the aggregate contingent liability it would be required to record would be approximately $ 29,000 At the August 10, 2016 and August 26,2016 private placement closings, and on September 30, 2016, the Company concluded that it is not probable that it will be required to remit any payments to the investors for failing to obtain an effective registration statement or failing to maintain its effectiveness. Warrant Amendment Transaction On August 10, 2016, the Company and holders of an aggregate of 3,096,665 In consideration for such amendment and the exercise of the Series C Warrants and Series C-1 Warrants, the Company issued an aggregate of 750,000 1,000,000 7.20 4.5 Share Purchase Warrants A summary of the Company’s share purchase warrants as of September 30, 2016 and changes during the period is presented below: Number of Weighted Average Balance, December 31, 2015 4,343,000 $ 8.67 Exercised (1,000,000) 6.00 Issued 1,718,000 6.65 Expired (2,000) 300 Balance, September 30, 2016 5,059,000 $ 8.51 Consulting Arangements During the nine months ended September 30, 2016, the Company issued 60,000 414,000 Debt Settlement In May 2016, the Company issued 10,191 70,000 27,000 38,000 65,000 |
GRANT INCOME
GRANT INCOME | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
GRANT INCOME | Note 11: During the nine months ended September 30, 2016, the Company received approximately $ 231,000 |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | COMMITMENTS Employment Agreements In November 2015, the Company entered into an employment agreement with Dr. Glynn Wilson, the Company’s Chief Executive Officer, President and Chairman of the Company. As part of the agreement, Dr. Wilson was awarded 19,018 146,000 In July, 2016, the Company entered into an employment agreement with Dr. John Bonfiglio relating to his appointment as the Company’s President and Chief Operating Officer. As part of the agreement, Dr. Bonfiglio was awarded 20,833 103,000 In August 2016, the Company appointed Michael Loiacono as the Company’s Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer. In connection with Mr. Loiacono’s appointment he entered into an employment agreement with the Company. The employment agreement provides that Mr. Loiacono’s base salary will be $ 200,000 50 |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Grant Income | Grant Income The Company recognizes grant income in accordance with the terms stipulated under the grant awarded to the Company’s collaborators at the Mayo Foundation from the U. S. Department of Defense. In various situations, the Company receives certain payments from the U.S. Department of Defense for reimbursement of clinical supplies. These payments are non-refundable, and are not dependent on the Company’s ongoing future performance. The Company has adopted a policy of recognizing these payments as grant income when received. |
Recent accounting pronouncement | Recent Accounting Pronouncement Accounting Standards Update (“ASU”), No. 2016-09 - In March 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the specific changes associated with the update include all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) being recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company has evaluated the impact of ASU No. 2016-09 and has determined that the adoption of the impact of forfeitures, net of income taxes, will not have a material impact on the Company’s future financial statements. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation Of Income Loss Per Share | The following table sets forth the computation of income (loss) per share: For the Three Months Ended For the Nine Months Ended 2016 2015 2016 2015 Net income (loss) $ (2,102,962) $ 28,503,325 $ (878,561) $ (32,413,693) Less: Non cash income from changes in fair value of derivative liabilities - - (2,856,000) - Net income (loss) - diluted (2,102,962) 28,503,325 (3,734,561) (32,413,693) Weighted average shares outstanding - basic 7,281,000 4,048,750 6,370,000 3,054,297 Common stock warrants - 2,663,333 565,000 - Common stock options - 33,333 - - Weighted average shares outstanding - diluted 7,281,000 6,745,416 6,935,000 3,054,297 Net income (loss) per share data: Basic $ (0.29) $ 7.04 $ (0.14) $ (10.61) Diluted $ (0.29) $ 4.23 $ (0.54) $ (10.61) |
Net Loss Per Share | The following securities, rounded to the thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented: Nine Months Ended September 30, 2016 2015 Common stock options 432,000 39,000 Common stock warrants - equity treatment 5,054,000 211,000 Common stock warrants - liability treatment 6,000 4,750,000 Potentially dilutive securities 5,492,000 5,000,000 |
DERIVATIVE LIABILITY - WARRAN21
DERIVATIVE LIABILITY - WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Valuation Methodology | A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the nine months ended 2016 and 201 5 Share Purchase Warrants Weighted Average Inputs for the Period For the Nine For the Nine Months Ending Months Ending September 30, September 30, Date of valuation 2016 2015 Exercise price $ 1.20 $ 7.56 Contractual term (years) 1.3 4.5 Volatility (annual) 105 % 159 % Risk-free rate 1 % 1 % Dividend yield (per share) 0 % 0 % |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability warrants: As of September 30, 2016 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 29,000 - - $ 29,000 $ 29,000 Total $ 29,000 - - $ 29,000 $ 29,000 As of December 31, 2015 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 26,493,000 - - $ 26,493,000 $ 26,493,000 Total $ 26,493,000 - - $ 26,493,000 $ 26,493,000 |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2016: Derivative liability warrants Balance December 31, 2015 $ 26,493,000 Reclassification of derivative liabilities to equity at exercise date (5,074,000) Reclassification of fair value of derivative liabilities to equity on amendment of warrant agreements (15,465,000) Change in fair value of warrant liability (5,925,000) Balance September 30, 2016 $ 29,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development $ - $ - $ - $ - General and administrative 573,137 13,244 1,309,109 261,805 Total stock-based compensation $ 573,137 $ 13,244 $ 1,309,109 $ 261,805 |
Schedule of Share-based Compensation, Activity | A summary of the Company’s stock option activity is as follows: Weighted Average Weighted Average Exercise Price Remaining Aggregate Stock Options per Share Contractual Life Intrinsic Value Outstanding as of December 31, 2015 298,679 $ 9.25 9.75 $ 177,000 Granted 135,000 6.00 Exercised - - Forfeited/Cancelled (1,667) 228.00 Outstanding as of September 30, 2016 432,013 $ 7.25 9.25 $ 271,000 Exercisable as of September 30, 2016 262,395 $ 8.00 9.00 $ 174,000 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | Total stock-based compensation cost related to unvested awards not yet recognized and the weighted average periods over which the awards are expected to be recognized as of September 30, 2016 are as follows: Unrecognized stock-based compensation cost: $ 1,081,000 Expected weighted average period compensation costs to be recognized (years): 1.75 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Capital Stock | Share Purchase Warrants A summary of the Company’s share purchase warrants as of September 30, 2016 and changes during the period is presented below: Number of Weighted Average Balance, December 31, 2015 4,343,000 $ 8.67 Exercised (1,000,000) 6.00 Issued 1,718,000 6.65 Expired (2,000) 300 Balance, September 30, 2016 5,059,000 $ 8.51 |
LIQUIDITY AND FINANCIAL CONDI24
LIQUIDITY AND FINANCIAL CONDITION - Additional Information (Detail) | Sep. 30, 2016USD ($) |
Cash and Cash Equivalents [Line Items] | |
Cash and cash equivalents | $ 9,587,000 |
NET INCOME (LOSS) PER SHARE - C
NET INCOME (LOSS) PER SHARE - Computation of income (loss) per share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ (2,102,962) | $ 28,503,325 | $ (878,561) | $ (32,413,693) |
Less: Non cash income from changes in fair value of derivative liabilities | 0 | 0 | (2,856,000) | 0 |
Net income (loss) - diluted | $ (2,102,962) | $ 28,503,325 | $ (3,734,561) | $ (32,413,693) |
Weighted average shares outstanding - basic | 7,281,000 | 4,048,750 | 6,370,000 | 3,054,297 |
Common stock warrants | 0 | 2,663,333 | 565,000 | 0 |
Common stock options | 0 | 33,333 | 0 | 0 |
Weighted average shares outstanding - diluted | 7,281,000 | 6,745,416 | 6,935,000 | 3,054,297 |
Net income (loss) per share data: | ||||
Basic | $ (0.29) | $ 7.04 | $ (0.14) | $ (10.61) |
Diluted | $ (0.29) | $ 4.23 | $ (0.54) | $ (10.61) |
NET INCOME (LOSS) PER SHARE - P
NET INCOME (LOSS) PER SHARE - Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Common stock options | 432,000 | 39,000 |
Common stock warrants - equity treatment | 5,054,000 | 211,000 |
Common stock warrants - liability treatment | 6,000 | 4,750,000 |
Potentially dilutive securities | 5,492,000 | 5,000,000 |
NET INCOME (LOSS) PER SHARE - A
NET INCOME (LOSS) PER SHARE - Additional Information (Detail) | 1 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity, Reverse Stock Split | 1-for-12 |
DERIVATIVE LIABILITY - WARRAN28
DERIVATIVE LIABILITY - WARRANTS - Additional Information (Detail) - USD ($) | Aug. 10, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Warrant or Right, Outstanding | 3,096,665 | 5,059,000 | 4,343,000 |
Stock Issued During Period Shares, Upon Exercise Of Warrants | 750,000 | ||
Class Of Warrant Or Right Expiration Period | 5 years | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.20 | ||
Derivative, Gain on Derivative | $ 556,000 | ||
Fair Value Of Warrant Reclassification To Equity | $ 15,500,000 | ||
Dividends | $ 4,500,000 |
DERIVATIVE LIABILITY - WARRAN29
DERIVATIVE LIABILITY - WARRANTS - Conversion Option - Valuation Methodology (Detail) - Share Purchase Warrants [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise price | $ 1.20 | $ 7.56 |
Contractual term (years) | 1 year 3 months 18 days | 4 years 6 months |
Volatility (annual) | 105.00% | 159.00% |
Risk-free rate | 1.00% | 1.00% |
Dividend yield (per share) | 0.00% | 0.00% |
DERIVATIVE LIABILITY - WARRAN30
DERIVATIVE LIABILITY - WARRANTS - Conversion Option - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | $ 29,000 | $ 26,493,000 |
Total | 29,000 | 26,493,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | 29,000 | 26,493,000 |
Total | 29,000 | 26,493,000 |
Fair Value [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | 29,000 | 26,493,000 |
Total | $ 29,000 | $ 26,493,000 |
DERIVATIVE LIABILITY - WARRAN31
DERIVATIVE LIABILITY - WARRANTS - Conversion Option - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Balance - December 31, 2015 | $ 26,493,000 |
Reclassification of derivative liabilities to equity at exercise date | (5,074,000) |
Reclassification of fair value of derivative liabilities to equity on amendment of warrant agreements | (15,465,000) |
Change in fair value of warrant liability | (5,925,000) |
Balance - September 30, 2016 | $ 29,000 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Components of Stock-based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Allocated Share-based Compensation Expense | $ 573,137 | $ 13,244 | $ 1,309,109 | $ 261,805 |
Research and Development Expense [Member] | ||||
Allocated Share-based Compensation Expense | 0 | 0 | 0 | 0 |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 573,137 | $ 13,244 | $ 1,309,109 | $ 261,805 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Stock Options Outstanding, Begining Balance | 298,679 | |
Stock Options, Granted | 135,000 | |
Stock Options, Exercised | 0 | |
Stock Options, Forfeited/Cancelled | (1,667) | |
Stock Options Outstanding, Ending Balance | 432,013 | 298,679 |
Stock Options, Exercisable as of September 30, 2016 | 262,395 | |
Weighted Average Exercise Price per Share Outstanding, Begining Balance | $ 9.25 | |
Weighted Average Exercise Price per Share, Granted | $ 6 | |
Weighted Average Exercise Price per Share, Exercised | 0 | |
Weighted Average Exercise Price per Share, Forfeited/Cancelled | 228 | |
Weighted Average Exercise Price per Share Outstanding, Ending Balance | 7.25 | |
Weighted Average Exercise Price per Share Exercisable as of September 30, 2016 | $ 8 | |
Weighted Average Remaining Contractual Life, Outstanding | 9 years 3 months | 9 years 9 months |
Weighted Average Remaining Contractual Life, Exercisable as of September 30, 2016 | 9 years | |
Aggregate Intrinsic Value Outstanding | $ 271,000 | $ 177,000 |
Aggregate Intrinsic Value, Exercisable as of September 30, 2016 | $ 174,000 |
STOCK-BASED COMPENSATION - Cost
STOCK-BASED COMPENSATION - Cost Related to Unvested Awards Not Yet Recognized and the Weighted Average Periods (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Unrecognized stock-based compensation cost: | $ 1,081,000 |
Expected weighted average period compensation costs to be recognized (years): | 1 year 9 months |
PROMISSORY NOTE - Additional In
PROMISSORY NOTE - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Outstanding promissory notes | $ 5,000 | $ 30,000 |
Repayments of Notes Payable | 25,000 | |
Debt Instrument Repayments of Accured Interest | $ 6,524 | |
Promissory Notes Due in 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Annual interest rate | 10.00% |
PROMISSORY NOTE, RELATED PARTY
PROMISSORY NOTE, RELATED PARTY - Additional Information (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Outstanding promissory notes | $ 0 | $ 23,000 |
CAPITAL STOCK - Share Purchase
CAPITAL STOCK - Share Purchase Warrants (Detail) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Warrants, Beginning balance | shares | 4,343,000 |
Number of Warrants, Exercised | shares | (1,000,000) |
Number of Warrants, Issued | shares | 1,718,000 |
Number of Warrants, Expired | shares | (2,000) |
Number of Warrants, Ending balance | shares | 5,059,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8.67 |
Weighted Average Exercise Price, Exercised | $ / shares | 6 |
Weighted Average Exercise Price, Issued | $ / shares | 6.65 |
Weighted Average Exercise Price, Expired | $ / shares | 300 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 8.51 |
CAPITAL STOCK - Additional Info
CAPITAL STOCK - Additional Information (Detail) | Aug. 10, 2016USD ($)$ / sharesshares | Sep. 16, 2016 | Aug. 31, 2016USD ($)$ / shares$ / Unitshares | May 31, 2016USD ($)shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.20 | ||||||||
Class Of Warrant Or Right Expiration Period | 5 years | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 12 | ||||||||
Class of Warrant or Right, Warrant Terms | 5 years | ||||||||
Payment Of Liquidated Damages, Percentages | 10.00% | ||||||||
Derivative Liability, Current | $ | $ 29,000 | $ 29,000 | $ 26,493,000 | ||||||
Repayments of Notes Payable | $ | 25,000 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ | $ (65,325) | $ (24,697) | $ (135,640) | $ (24,697) | |||||
Class of Warrant or Right, Outstanding | 3,096,665 | 5,059,000 | 5,059,000 | 4,343,000 | |||||
Commercial Paper [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Debt Instrument, Periodic Payment, Interest | $ | $ 38,000 | ||||||||
Amended Warrants [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.20 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | ||||||||
Class Of Warrant Or Right Warrant Term | 5 years | ||||||||
Class of Warrant or Right, Outstanding | 3,096,665 | ||||||||
Stock Issued During Period, Shares, New Issues | 750,000 | ||||||||
Fair Value Adjustment of Warrants | $ | $ 4,500,000 | ||||||||
Private Placement [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||
Class Of Warrant Or Right Expiration Period | 5 years | ||||||||
Legal Fees | $ | $ 800,000 | ||||||||
Number of common stocks included in unit offering | 1 | ||||||||
Number Of Equity Unit Issued | 653,166 | ||||||||
Equity Unit Issued Price Per Unit | $ / Unit | 4.80 | ||||||||
Aggregate Purchase Price Of Shares Agreed To Purchase Under Stock Purchases Agreement | $ | $ 3,100,000 | ||||||||
Consulting Agreements [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Fair value of common stock | $ | $ 414,000 | ||||||||
Common shares issued | 60,000 | ||||||||
Debt Conversion Agreement [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Fair value of common stock | $ | $ 70,000 | ||||||||
Common shares issued | 10,191 | ||||||||
Placement Agent [Member] | Private Placement [Member] | |||||||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.80 | ||||||||
Class Of Warrant Or Right Expiration Period | 5 years | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 65,317 |
GRANT INCOME - Additional Infor
GRANT INCOME - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue from Grants | $ 0 | $ 0 | $ 231,200 | $ 0 |
COMMITMENTS - Additional Inform
COMMITMENTS - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Aug. 31, 2016 | Jul. 31, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments And Contingencies [Line Items] | |||||
Annual Performance Bonus On Base Salary, Percentage | 50.00% | ||||
Salaries, Wages and Officers' Compensation | $ 200,000 | ||||
Share-based Compensation | $ 1,309,109 | $ 261,805 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 135,000 | ||||
Chief Executive Officer, President and Chairman [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 19,018 | ||||
Chief Executive Officer, President and Chairman [Member] | General and Administrative Expense [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Share-based Compensation | $ 146,000 | ||||
Chief Operating Officer [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 20,833 | ||||
Chief Operating Officer [Member] | General and Administrative Expense [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Share-based Compensation | $ 103,000 |