Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 8,470,833 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 5,927,565 | $ 7,851,243 |
Prepaid expenses and deposits | 177,511 | 70,149 |
Total current assets | 6,105,076 | 7,921,392 |
Total assets | 6,105,076 | 7,921,392 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,449,192 | 1,224,940 |
Research agreement obligations | 492,365 | 492,365 |
Warrant liability | 17,500 | 14,500 |
Promissory note | 5,000 | 5,000 |
Total current liabilities | 1,964,057 | 1,736,805 |
Total liabilities | 1,964,057 | 1,736,805 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 41,666,667 shares authorized, 8,470,833 and 8,421,185 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 8,471 | 8,421 |
Additional paid-in capital | 152,368,241 | 151,991,974 |
Accumulated deficit | (148,235,693) | (145,815,808) |
Total stockholders' equity | 4,141,019 | 6,184,587 |
Total liabilities and stockholders' equity | 6,105,076 | 7,921,392 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock, $0.001 par value 5,000,000 shares authorized: | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock, $0.001 par value 5,000,000 shares authorized: | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 8,470,833 | 8,421,185 |
Common stock shares outstanding | 8,470,833 | 8,421,185 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development | $ 989,092 | $ 985,751 |
General and administrative | 1,427,793 | 767,988 |
Total operating expenses | 2,416,885 | 1,753,739 |
Loss from operations | (2,416,885) | (1,753,739) |
Other expense: | ||
Change in fair value of warrant liability | (3,000) | (2,996,000) |
Net loss | $ (2,419,885) | $ (4,749,739) |
Net loss per share, Basic and Diluted | $ (0.29) | $ (0.81) |
Weighted average number of common shares outstanding | 8,429,595 | 5,882,770 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance, Amount at Dec. 31, 2016 | $ 6,184,587 | $ 8,421 | $ 151,991,974 | $ (145,815,808) |
Beginning Balance, Share at Dec. 31, 2016 | 8,421,185 | |||
Stock- based compensation, Amount | 376,317 | $ 50 | 376,267 | 0 |
Stock- based compensation, Share | 49,648 | |||
Net loss | (2,419,885) | $ 0 | 0 | (2,419,885) |
Ending Balance, Amount at Mar. 31, 2017 | $ 4,141,019 | $ 8,471 | $ 152,368,241 | $ (148,235,693) |
Ending Balance, Share at Mar. 31, 2017 | 8,470,833 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (2,419,885) | $ (4,749,739) |
Reconciliation of net loss to net cash used in operating activities: | ||
Changes in fair value of warrant liabilities | 3,000 | 2,996,000 |
Stock-based compensation | 376,317 | 214,250 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and deposits | (107,362) | 31,171 |
Accounts payable and accrued expenses | 224,252 | 678,555 |
Net cash used in operating activities | (1,923,678) | (829,763) |
Cash Flows from Financing Activities: | ||
Repayment of promissory note | 0 | (25,000) |
Net cash used in financing activities | 0 | (25,000) |
Net decrease in cash | (1,923,678) | (854,763) |
Cash at beginning of period | 7,851,243 | 6,576,564 |
Cash at end of period | 5,927,565 | 5,721,801 |
Supplemental schedule of non-cash activities: | ||
Reclassification of accrued liability upon issuance of common shares relating to Dr. Glynn Wilson’s compensation | $ 0 | $ 191,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | Note 1: Nature of Operations TapImmune Inc. (the “Company” or “we”), 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 | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2: 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 condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2017 or for any future interim period. The condensed consolidated balance sheet at March 31, 2017 has been derived from unaudited 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, 2016, and notes thereto included in the Company’s annual report on Form 10-K filed on March 14, 2017. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2017 | |
Text Block [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | NOTE 3: 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 and collaborations. 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 March 31, 2017, the Company had cash of approximately $ 5,928,000 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF 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 March 14, 2017. s From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. Statement of Cash Flows In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230). This amendment provides guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the effect that ASU 2016-15 will have on its financial statements and related disclosures. Deferred Taxes In November 2015, FASB issued ASU No. 2015-17, ”Balance Sheet Classification of Deferred Taxes”. ASU No. 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU No. 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted ASU No. 2015-17 on January 1, 2017 and its adoption did not have a material impact on the Company’s financial position and results of operations. Compensation-Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after January 1, 2017, with early adoption permitted but all of the guidance must be adopted in the same period. The Company adopted this on January 1, 2017. 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, did not have a material impact on the Company’s financial position and results of operations. |
NET LOSS PER SHARE APPLICABLE T
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER | NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss 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. Loss per-share amounts for all prior periods have been retroactively adjusted to reflect the Company’s 1-for-12 reverse stock split, which was effective September 16, 2016. The following table sets forth the computation of net loss per share: Three Months Ended March 31, 2017 2016 Numerator: Net loss $ (2,419,885) $ (4,749,739) Denominator: Weighted average common shares outstanding 8,429,595 5,882,770 Net loss per share data: Basic and Diluted $ (0.29) $ (0.81) Three Months Ended March 31, 2017 2016 Common stock options 417,000 299,000 Common stock warrants - equity treatment 5,054,000 213,000 Common stock warrants - liability treatment 5,000 4,127,000 Potentially dilutive securities 5,476,000 4,639,000 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | accounts payable and accrued liabilities March 31, December 31, 2017 2016 Accounts payable $ 688,351 $ 680,181 Compensation and benefits 161,439 217,622 Professional fees 188,828 53,428 Consulting agreements 82,119 94,576 Technology license fees 105,000 105,000 Investor relations fees 72,835 - Other (1) 150,620 74,133 Total accounts payable and accrued liabilities $ 1,449,192 $ 1,224,940 (1) For the March 31, 2017 period, "Other" includes $ 76,360 |
WARRANT LIABILITY AND FAIR VALU
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Derivatives and Fair Value [Abstract] | |
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS | Note 7: WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS Three Months Ended March 31, 2017 2016 Stock price $ 4.49 $ 8.16 Exercise price $ 1.20 $1.20 - $300.00 Contractual term (years) 0.12 - 1.28 0.53 - 4.45 Volatility (annual) 67% - 79% 85% - 151% Risk-free rate 0.74% - 1.03% 0.65% - 1.12% 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 Liabilities Measured at Fair Value on a Recurring Basis Fair value measured at March 31, 2017 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) March 31, 2017 Warrant liability $ - $ - $ 17,500 $ 17,500 Fair value measured at December 31, 2016 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2016 Warrant liability $ - $ - $ 14,500 $ 14,500 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. There were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2017. Warrant Liability Balance - December 31, 2016 $ 14,500 Change in fair value of warrant liability 3,000 Balance March 31, 2017 $ 17,500 |
PROMISSORY NOTE
PROMISSORY NOTE | 3 Months Ended |
Mar. 31, 2017 | |
Promissory Notes [Abstract] | |
PROMISSORY NOTES | Note 8: Promissory note At March 31, 2017 and December 31, 2016, the Company had an outstanding promissory note in the amount of $ 5,000 10 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 9: STOCKHOLDERS’ EQUITY Reverse Stock Split On 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. 2017 Common Stock Transactions 2017 Management Compensation On March 9, 2017, the Company issued 12,761 55,000 4.31 On March 9, 2017, the Company issued 5,220 22,500 4.31 Consulting Arrangements During the three months ended March 31, 2017, the Company issued 31,667 133,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | Note 10: STOCK-BASED COMPENSATION Th e Company recorded approximately $ 376,000 214,000 728,000 0.75 Future option grants will impact the compensation expense recognized. Stock-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | Note 11: SUBSEQUENT EVENT On April 27, 2017, The Company and Dr. John Bonfiglio have entered into a Separation and Release agreement (the “Separation Agreement”) pursuant to which Dr. John Bonfiglio resigned as President, Chief Operating Officer and director of the Company to pursue other opportunities. Dr. Bonfiglio’s resignation was not due to any disagreement with the Company on any matter related to its operations, policies or practices. The Separation Agreement provides for a customary release by Dr. Bonfiglio of claims against the Company and a mutual non-disparagement covenant. Dr. Bonfiglio is also obligated to comply with various restrictive covenants, including a non-compete, non-solicitation and protection of the Company’s confidential information. Any disputes arising under the Separation Agreement will be resolved by binding arbitration. The Separation Agreement is subject to revocation through May 4, 2017, and the Separation Agreement will not become effective and enforceable until the revocation period expires. The Company’s Chief Executive Officer, Dr. Glynn Wilson, was appointed to serve as the President of the Company and the size of the Company’s board of directors was reduced from seven members to six members. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncement s From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. Statement of Cash Flows In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230). This amendment provides guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the effect that ASU 2016-15 will have on its financial statements and related disclosures. Deferred Taxes In November 2015, FASB issued ASU No. 2015-17, ”Balance Sheet Classification of Deferred Taxes”. ASU No. 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU No. 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted ASU No. 2015-17 on January 1, 2017 and its adoption did not have a material impact on the Company’s financial position and results of operations. Compensation-Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after January 1, 2017, with early adoption permitted but all of the guidance must be adopted in the same period. The Company adopted this on January 1, 2017. 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, did not have a material impact on the Company’s financial position and results of operations. |
NET LOSS PER SHARE APPLICABLE19
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net loss per share: Three Months Ended March 31, 2017 2016 Numerator: Net loss $ (2,419,885) $ (4,749,739) Denominator: Weighted average common shares outstanding 8,429,595 5,882,770 Net loss per share data: Basic and Diluted $ (0.29) $ (0.81) |
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: Three Months Ended March 31, 2017 2016 Common stock options 417,000 299,000 Common stock warrants - equity treatment 5,054,000 213,000 Common stock warrants - liability treatment 5,000 4,127,000 Potentially dilutive securities 5,476,000 4,639,000 |
ACCOUNTS PAYABLE AND ACCRUED 20
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | March 31, December 31, 2017 2016 Accounts payable $ 688,351 $ 680,181 Compensation and benefits 161,439 217,622 Professional fees 188,828 53,428 Consulting agreements 82,119 94,576 Technology license fees 105,000 105,000 Investor relations fees 72,835 - Other (1) 150,620 74,133 Total accounts payable and accrued liabilities $ 1,449,192 $ 1,224,940 (1) For the March 31, 2017 period, "Other" includes $ 76,360 |
WARRANT LIABILITY AND FAIR VA21
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivatives and Fair Value [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 three months ended March 31, 2017 and 2016 is as follows: Three Months Ended March 31, 2017 2016 Stock price $ 4.49 $ 8.16 Exercise price $ 1.20 $1.20 - $300.00 Contractual term (years) 0.12 - 1.28 0.53 - 4.45 Volatility (annual) 67% - 79% 85% - 151% Risk-free rate 0.74% - 1.03% 0.65% - 1.12% Dividend yield (per share) 0% 0% |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Warrant liability: Fair value measured at March 31, 2017 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) March 31, 2017 Warrant liability $ - $ - $ 17,500 $ 17,500 Fair value measured at December 31, 2016 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) December 31, 2016 Warrant liability $ - $ - $ 14,500 $ 14,500 |
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 three months ended March 31, 2017: Warrant Liability Balance - December 31, 2016 $ 14,500 Change in fair value of warrant liability 3,000 Balance March 31, 2017 $ 17,500 |
LIQUIDITY AND FINANCIAL CONDI22
LIQUIDITY AND FINANCIAL CONDITION - Additional Information (Detail) | Mar. 31, 2017USD ($) |
Cash and Cash Equivalents [Line Items] | |
Cash and cash equivalents | $ 5,928,000 |
NET LOSS PER SHARE APPLICABLE23
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER - Computation of income (loss) per share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net loss | $ (2,419,885) | $ (4,749,739) |
Net loss per share data: | ||
Basic and Diluted | $ (0.29) | $ (0.81) |
Weighted average common shares outstanding | 8,429,595 | 5,882,770 |
NET LOSS PER SHARE APPLICABLE24
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDER - Potentially Dilutive Securities (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common stock options | 417,000 | 299,000 |
Common stock warrants - equity treatment | 5,054,000 | 213,000 |
Common stock warrants - liability treatment | 5,000 | 4,127,000 |
Potentially dilutive securities | 5,476,000 | 4,639,000 |
ACCOUNTS PAYABLE AND ACCRUED 25
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Accounts payable and accrued liabilities (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
Accounts Payable And Accrued Liabilities [Line Items] | |||
Accounts payable | $ 688,351 | $ 680,181 | |
Compensation and benefits | 161,439 | 217,622 | |
Professional fees | 188,828 | 53,428 | |
Consulting agreements | 82,119 | 94,576 | |
Technology license fees | 105,000 | 105,000 | |
Investor relations fees | 72,835 | 0 | |
Other | [1] | 150,620 | 74,133 |
Total accounts payable and accrued liabilities | $ 1,449,192 | $ 1,224,940 | |
[1] | For the March 31, 2017 period, "Other" includes $76,360 of miscellaneous accounts payable invoices not yet received |
ACCOUNTS PAYABLE AND ACCRUED 26
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Additional Information (Detail) | Mar. 31, 2017USD ($) |
Accounts Payable And Accrued Liabilities [Line Items] | |
Accounts Payable, Other, Current | $ 76,360 |
RESEARCH AGREEMENTS - Additiona
RESEARCH AGREEMENTS - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Accrued Liabilities | $ 492,000 | $ 492,000 |
WARRANT LIABILITY AND FAIR VA28
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Valuation Methodology (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Dividend yield (per share) | 0.00% | 0.00% |
Share Purchase Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock price | $ 4.49 | $ 8.16 |
Exercise price | $ 1.20 | |
Share Purchase Warrants [Member] | Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise price | $ 300 | |
Contractual term (years) | 1 year 3 months 11 days | 4 years 5 months 12 days |
Volatility (annual) | 79.00% | 151.00% |
Risk-free rate | 1.03% | 1.12% |
Share Purchase Warrants [Member] | Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise price | $ 1.20 | |
Contractual term (years) | 1 month 13 days | 6 months 11 days |
Volatility (annual) | 67.00% | 85.00% |
Risk-free rate | 0.74% | 0.65% |
WARRANT LIABILITY AND FAIR VA29
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Quoted prices in active markets (Level 1) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | $ 0 | $ 0 |
Significant other observable inputs (Level 2) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | 0 | 0 |
Significant other observable inputs (Level 3) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | 17,500 | 14,500 |
Fair Value [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - warrants | $ 17,500 | $ 14,500 |
WARRANT LIABILITY AND FAIR VA30
WARRANT LIABILITY AND FAIR VALUE MEASUREMENTS - Conversion Option - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Class of Warrant or Right [Line Items] | |
Balance | $ 14,500 |
Change in fair value of warrant liability | 3,000 |
Balance | $ 17,500 |
PROMISSORY NOTE - Additional In
PROMISSORY NOTE - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Outstanding promissory notes | $ 5,000 | $ 5,000 |
Promissory Notes Due in 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Annual interest rate | 10.00% |
STOCKHOLDERS_ EQUITY - Addition
STOCKHOLDERS’ EQUITY - Additional Information (Detail) - USD ($) | Mar. 09, 2017 | Mar. 31, 2017 |
Consulting Agreements [Member] | ||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||
Fair value of common stock | $ 133,000 | |
Common shares issued | 31,667 | |
Chief Executive Officer, President and Chairman [Member] | ||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 12,761 | |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 55,000 | |
Share Price | $ 4.31 | |
President and Chief Operating Officer [Member] | ||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 5,220 | |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 22,500 | |
Share Price | $ 4.31 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation | $ 376,317 | $ 214,250 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 728,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 9 months |