Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 23, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | TYME TECHNOLOGIES, INC. | |
Entity Central Index Key | 1,537,917 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | TYMI | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 177,200,000 | |
Entity Common Stock, Shares Outstanding | 87,611,370 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 4,446,284 | $ 9,724 |
Prepaid and other assets | 30,784 | 140,205 |
Total current assets | 4,477,068 | 149,929 |
Property and equipment, net | 12,878 | 17,170 |
Total assets | 4,489,946 | 167,099 |
Current liabilities | ||
Accounts payable and other current liabilities | $ 1,474,331 | 1,290,415 |
Current maturities of senior secured bridge notes | 1,350,000 | |
Total current liabilities | $ 1,474,331 | 2,640,415 |
Total liabilities | $ 1,474,331 | $ 2,640,415 |
Commitments and contingencies (See Note 10) | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value, 10,000,000 and 0 shares authorized at December 31, 2015 and December 31, 2014, respectively, 0 shares issued and outstanding at December 31, 2015 and December 31, 2014 | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 86,836,370 shares issued and outstanding at December 31, 2015, and 71,400,000 shares issued and 68,000,000 shares outstanding at December 31, 2014 | $ 8,685 | $ 6,800 |
Additional paid in capital | 18,911,110 | 2,053,012 |
Accumulated deficit | $ (15,904,180) | (4,177,362) |
Due from stockholders/members | (355,766) | |
Total stockholders' equity (deficit) | $ 3,015,615 | (2,473,316) |
Total liabilities and stockholders' equity (deficit) | $ 4,489,946 | $ 167,099 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 0 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 86,836,370 | 71,400,000 |
Common stock, outstanding | 86,836,370 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | $ 3,823,966 | $ 761,359 |
General and administrative | 4,775,806 | 1,822,757 |
Total operating expenses | 8,599,772 | 2,584,116 |
Loss from operations | (8,599,772) | (2,584,116) |
Interest expense | 3,503,301 | $ 76,561 |
Other income | (376,255) | |
Loss before income taxes | $ (11,726,818) | $ (2,660,677) |
Income tax expense | ||
Net loss | $ (11,726,818) | $ (2,660,677) |
Loss attributable to noncontrolling interests | (10,851) | |
Loss attributable to controlling interests | $ (11,726,818) | $ (2,649,826) |
Basic and diluted loss per common share (in dollars per share) | $ (0.15) | $ (0.04) |
Basic and diluted weighted average shares outstanding (in shares) | 77,848,850 | 68,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Memeber] | Non-Controlling Interest [Member] | Due From Stockholders/Members [Member] | Total |
Balance, at beginning at Dec. 31, 2013 | $ 6,800 | $ (1,527,536) | $ 1,976,693 | $ (1,306,238) | $ (850,281) | ||
Balance, at beginning (in shares) at Dec. 31, 2013 | 68,000,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of $1.126 million convertible debt plus accrued interest of $26,242 into 3,624,400 shares of common stock | $ 1,152,242 | $ 1,152,242 | |||||
Conversion of $1.126 million convertible debt plus accrued interest of $26,242 into 3,624,400 shares of common stock (in shares) | 3,624,400 | ||||||
Surrender of 3,624,400 common stock by two principal stockholders of the Company | |||||||
Surrender of 3,624,400 common stock by two principal stockholders of the Company (in shares) | (3,624,400) | ||||||
Capital contributions | $ 35,000 | $ 35,000 | |||||
Advances to stockholders/members | $ (149,600) | $ (149,600) | |||||
Luminant stockholder loans assigned in buyout of noncontrolling interests by certain stockholders of Tyme | $ (1,100,072) | 1,100,072 | |||||
Contribution of noncontrolling interests | $ 2,000,842 | $ (2,000,842) | |||||
Net Loss attributable to noncontrolling interests prior to contribution of noncontrolling interests | $ (10,851) | $ (10,851) | |||||
Net loss | $ (2,649,826) | (2,649,826) | |||||
Balance, at end at Dec. 31, 2014 | $ 6,800 | $ 2,053,012 | $ (4,177,362) | $ (355,766) | (2,473,316) | ||
Balance, at end (in shares) at Dec. 31, 2014 | 68,000,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repayment of stockholder loans | $ 355,766 | $ 355,766 | |||||
Common stock issued as part of the Merger | $ 1,272 | (1,272) | |||||
Common stock issued as part of the Merger (in shares) | 12,724,000 | ||||||
Issuance of common stock and warrants for services | $ 30 | 824,970 | $ 825,000 | ||||
Issuance of common stock and warrants for services (in shares) | 300,000 | ||||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense | $ 247 | 7,230,703 | $ 7,230,950 | ||||
Issuance of common stock and warrants in private placement offering for cash, net of associated expense (in shares) | 2,466,000 | ||||||
Issuance of common stock in private placement offering in exchange for subscription receivable | $ 100 | 2,499,900 | $ (2,500,000) | ||||
Issuance of common stock in private placement offering in exchange for subscription receivable (in shares) | 1,000,000 | ||||||
Issuance of common stock upon conversion of Bridge Note and accrued interest | $ 231 | 2,404,243 | $ 2,404,474 | ||||
Issuance of common stock upon conversion of Bridge Note and accrued interest (in shares) | 2,310,000 | ||||||
Incremental value of the modification to Bridge Note conversion rate as an inducement to convert | 3,465,000 | (3,465,000) | |||||
Stock based compensation | $ 5 | 324,995 | 325,000 | ||||
Stock based compensation (in shares) | 36,370 | ||||||
Fair value of price protection feature associated with shares issued under the PPO and Bridge Note conversion | (376,300) | (376,300) | |||||
Amortization of employee stock options | $ 485,859 | 485,859 | |||||
Proceeds from the collection of stock subscription receivable | $ 2,500,000 | 2,500,000 | |||||
Net loss | $ (11,726,818) | (11,726,818) | |||||
Balance, at end at Dec. 31, 2015 | $ 8,685 | $ 18,911,110 | $ (15,904,180) | $ 3,015,615 | |||
Balance, at end (in shares) at Dec. 31, 2015 | 86,836,370 | 86,836,370 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Debt | $ 1,126,000 | $ 1,126,000 |
Accrued interest | $ 26,242 | |
Number of equity instruments (in shares) | 3,624,400 | 3,624,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (11,726,818) | $ (2,660,677) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,292 | $ 4,293 |
Issuance of common stock for services | 825,000 | |
Stock-based compensation | 325,000 | |
Amortization of employee stock options | 485,859 | |
Inducement for conversion of Bridge Note to common shares | 3,465,000 | |
Gain on remeasurement of derivative liability | $ (376,300) | |
Loss on disposal of fixed assets | $ 2,676 | |
Changes in operating assets and liabilities - | ||
Prepaid and other assets | $ 109,421 | (30,025) |
Accounts payable and other current liabilities | 278,390 | 1,168,147 |
Net cash used in operating activities | $ (6,610,156) | (1,515,586) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,710) | |
Net cash used in investing activities | (2,710) | |
Cash flows from financing activities: | ||
Capital contributions - noncontrolling interest | 35,000 | |
Repayment from (advances to) stockholders/members | $ 355,766 | (149,600) |
Proceeds from Bridge Note | 960,000 | $ 1,350,000 |
Proceeds from private placement offering of common stock and warrants, net | $ 7,230,950 | |
Proceeds from issuance of convertible notes | $ 200,000 | |
Proceeds from the collection of stock subscription receivable | $ 2,500,000 | |
Net cash provided by financing activities | 11,046,716 | $ 1,435,400 |
Net increase (decrease) in cash | 4,436,560 | (82,896) |
Cash and cash equivalents - beginning of period | 9,724 | 92,620 |
Cash and cash equivalents - end of period | $ 4,446,284 | $ 9,724 |
Cash paid for interest and income taxes are as follows: | ||
Interest | ||
Income taxes | $ 675 | |
Noncash investing and financing activities: | ||
Conversion of the Bridge Note and all accrued interest into shares of common stock | 2,404,474 | |
Issuance of subscription receivable for shares issued in conjunction with private placement offering | 2,500,000 | |
Inducement for conversion of Bridge Note to common shares | 3,465,000 | |
Derivative liability associated with the price protection feature of shares of common stock issued in PPO and Bridge Note conversion | $ 376,300 | |
Conversion of $1.126 million of convertible debt into 3,624,400 shares of common stock; simultaneously, stockholders surrendered an equal amount of their own common stock, thereby having no change in the total number of shares outstanding | $ 1,152,242 | |
Luminant member advances assigned in buyout of noncontrolling interest | 1,100,072 | |
Contribution of noncontrolling interests by stockholders of Tyme Inc. | $ 2,000,842 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Conversion of debt, debt amount converted | $ 1,126,000 | $ 1,126,000 |
Conversion of debt, shares issued (in shares) | 3,624,400 | 3,624,400 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Note 1. Nature of Business and Basis of Presentation. The accompanying consolidated financial statements include the results of operations of Tyme Technologies, Inc. (“Tyme Tech”) and its wholly owned subsidiaries, Tyme Inc. (“Tyme”) and Luminant Biosciences, LLC (“Luminant”) (collectively, the “Company”). Luminant conducted the initial research and development of the Company’s therapeutic platform. Since January 1, 2014, the majority of the Company’s research and development activities and other business efforts have been conducted by Tyme and all of the Company’s patent and patent application rights are held by Tyme. Tyme Tech was incorporated in the State of Florida on November 22, 2011, to engage in the business of producing, marketing and selling an ultra-premium vodka product to retailers. Management determined to cease the ultra-premium vodka business and attempt to acquire other assets or business operations that would maximize shareholder value. Effective as of September 18, 2014, the Company (then constituting a Florida corporation with the name Global Group Enterprises Corp.) reincorporated in the State of Delaware by merging into its wholly-owned Delaware subsidiary, Tyme Technologies, Inc., which was formed on August 22, 2014 specifically for this purpose (the “Reincorporation”). Tyme Technologies, Inc. was the surviving corporation in such merger. On March 5, 2015, Tyme Tech consummated a reverse triangular merger with Tyme (the “Merger”). (See Reverse Triangular Merger below.) The Merger resulted in Tyme becoming a wholly-owned subsidiary of Tyme Tech. Tyme is a clinical-stage biopharmaceutical company focused on the development and commercialization of highly targeted cancer therapeutics with a broad range of oncology indications. Tyme was incorporated in Delaware in 2013 and its operations to date have been directed primarily toward developing business strategies, research and development activities and preparing for clinical trials for its product candidates. Tyme, and now the Company, has focused its research and development efforts on a proprietary platform technology for which it retains global intellectual property (“IP”) and commercial rights. The Company is currently formulating its regulatory and drug development program for its lead drug candidate, SM-88, and working towards the initiation of its first phase II clinical trial. Subsequent to December 31, 2015, the Company’s Investigational New Drug Application for its SM-88 drug candidate for breast cancer patients (the “IND”) was accepted by the United States Food and Drug Administration (the “FDA”). The Company is also evaluating the expansion of its phase II program to other types of cancer. Reverse Triangular Merger On March 5, 2015, Tyme Tech consummated a reverse triangular merger whereby a newly formed subsidiary formed specifically for the transaction merged with and into Tyme. The Merger resulted in Tyme becoming a wholly-owned subsidiary of Tyme Tech and the stockholders of Tyme as of immediately prior to the effective time of the Merger, receiving, in the aggregate, common stock of the Company equal to approximately 79% of the total number of shares of Company common stock outstanding immediately following such issuance to such former Tyme stockholders (34,000 shares of Company common stock for every one share of Tyme common stock outstanding as of the closing of the Merger). The Merger resulted in the Company issuing a total of 68,000,000 shares of common stock to the Pre-Merger Tyme stockholders and 12,724,000 shares to the Tyme Tech stockholders as of the date of the Merger. (See Note 8. Stockholders’ Equity.) The Merger Agreement contained representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties under the Merger Agreement are subject to indemnification provisions. Each of the pre-Merger Tyme stockholders initially received in the Merger 95% of the shares to which each such stockholder was entitled under the terms of the Merger Agreement, with the remaining 5% of such shares being held in escrow for two years to satisfy post-closing claims for indemnification by the Company (“Indemnity Shares”), pursuant to an Indemnification Shares Escrow Agreement. Any of the Indemnity Shares remaining in escrow at the end of such two-year period shall be distributed to the pre-Merger Tyme stockholders on a pro rata basis. Contemporaneous with the closing of the Merger, among other matters, the Company completed a private placement offering (the “PPO”) of 2,716,000 shares of Company common stock (the “PPO Shares”) for gross proceeds of $6,790,000 (of which, $4,264,000 was tendered in cash and the remaining subscription price paid by the delivery of a three-month promissory note in the principal amount of $2,500,000 (“PPO Note”). In addition, a Tyme convertible promissory note in the principal amount of $2,310,000 (the “Bridge Note”) was converted into 2,310,000 shares (the “Bridge Note Shares”) of Company common stock. The foregoing aggregate 79% ownership of the post-Merger Company by the former Tyme stockholders was calculated giving effect to the issuances of Company common stock in the PPO, the conversion of the Bridge Note and surrender of stock for cancellation by certain stockholders of the Pre-Merger Company. The purchaser of the PPO Shares and party receiving the Bridge Shares upon conversion of the Bridge Note were granted certain registration rights with respect to such shares (such shares being collectively referred to as the PPO/Bridge Note Conversion Registrable Shares”). The PPO Note was originally secured by the escrow of 5,000,000 shares of Company common stock pursuant to a Subscription Note Shares Escrow Agreement, dated as of March 5, 2015 (the “Subscription Note Escrow Agreement”). As originally provided in the Subscription Note Escrow Agreement, to the extent that the PPO Note was not paid at or prior to its maturity date of June 5, 2015, the escrowed shares would be forfeited for cancellation at the rate of one share for every $0.50 of PPO Note principal not paid. The Company received a payment of $1,250,000 in June 2015 and the maturity date on the remaining principal amount of the PPO Note was extended to July 6, 2015 pursuant to an Omnibus Amendment, dated as of June 5, 2015 (the “First Omnibus Amendment”). The Company entered into a Second Omnibus Amendment as of July 23, 2015 (the “Second Omnibus Amendment”), pursuant to which the terms of certain agreements entered into in connection with the Merger were modified and amended. Under the Second Omnibus Amendment, (x) the Company agreed to the extension of the maturity date of the remaining $1,250,000 outstanding amount due under the PPO Note to a date five business days following the Company providing the maker of the PPO Note of written evidence that an Investigational New Drug Application for the Company’s SM-88 drug candidate has been submitted by the Company to the FDA, (y) the holder of all of the PPO/Bridge Note Conversion Registrable Shares irrevocably waived any right to damages, including any liquidated damages, with respect to the date of filing or the effective date of the registration statement contemplated by a Registration Rights Agreement entered into in connection with the consummation of the Merger and PPO and (z) the amount of shares that the former-Tyme stockholders may include in such registration statement was increased to 15% of the total number of shares such stockholders received in connection with the Merger. (See Note 8. Stockholders’ Equity - Subscription Receivable.) At the point of Merger and since inception, Tyme Tech was essentially a “public reporting shell” with no substantive business operations. As such, Tyme Tech had no revenues and operating profits that require separate identification. The Merger established a public forum for the Company. Subject to executing on the Company’s goals, management envisages that the public forum may help the Company secure necessary future funding in the public markets as the Company further develops its business as a clinical-stage biopharmaceutical enterprise focused on the development and commercialization of highly targeted cancer therapeutics for humans with a broad range of oncology indications. The transaction costs associated with the Merger relate to professional fees incurred in respect of legal, investor relations, accounting and audit. All such transaction costs total approximately $1,000,000 and are included in general and administrative expense. For accounting purposes, the acquisition of Tyme by Tyme Tech was considered a reverse acquisition, an acquisition transaction where the acquired company, Tyme, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction was treated as a purchase by Tyme rather than a purchase by Tyme Tech was because Tyme Tech was a public reporting shell company with limited operations and Tyme’s stockholders gained majority control of the outstanding voting power of the Company’s equity securities through their collective ownership of a majority of the outstanding shares of Company common stock. Consequently, reverse acquisition accounting has been applied to the transaction. In conjunction with the reverse acquisition, Tyme Tech changed its fiscal year-end from November 30 to December 31, the historical fiscal year-end of Tyme. The capital structure, including the number and type of shares issued appearing in the consolidated balance sheets for the periods presented, reflects that of the legal parent or accounting acquiree, Tyme Tech, including the shares issued to effect the reverse acquisition after the Merger and the capital structure of Tyme modified by the 34,000-for-1 exchange ratio in the Merger for the periods prior to the consummation of the Merger. As a result of the Merger and its accounting treatment as a reverse acquisition, stockholders’ equity has been retrospectively adjusted as of the earliest period presented in these consolidated financial statements. These adjustments include an increase of $6,798 to the par value of common stock issued, a decrease of $2,008 to additional paid-in capital and an increase in accumulated deficit of $4,790 as of January 1, 2014. There was no change to total stockholders’ equity (deficit) as a result of the Merger. Going Concern The Company has incurred losses and negative cash flows from operations since inception (July 26, 2013) and has an accumulated deficit of approximately $15,904,000 as of December 31, 2015. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues from its products currently in development. The Company’s primary sources of liquidity to date have been the issuance of common stock, convertible promissory notes and contributed capital by its founders. Substantial additional financing will be needed by the Company to fund its operations and to seek applicable FDA and foreign governmental authorization to commercially market its product candidates. There is no assurance that such financing will be available when needed or on acceptable terms. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Management is evaluating different strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, additional funding from current or new investors, officers and directors; borrowings of debt; a public offering of the Company’s equity or debt securities; partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The Company is subject to those risks associated with any specialty pharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants, as well as third party contractors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies. Principles of Consolidation The Company’s consolidated financial statements include the accounts of Tyme Tech and its subsidiaries, Tyme and Luminant. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimation include the fair value of the Company underlying the conversion feature of the senior secured bridge notes, derivative value associated with the price protection feature of shares of Company common stock issued in connection with the PPO and Bridge Note conversion and stock-based compensation. Actual results could differ from such estimates. Cash and Cash Equivalents The Company considers all highly-liquid investments that have maturities of three months or less when acquired to be cash equivalents. As of December 31, 2015, the Company’s cash and cash equivalents consisted of $4,446,284 deposited in two checking accounts at two financial institutions. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash. Cash is deposited with major banks and, at times, such balances with any one financial institution may be in excess of FDIC insurance limits. The Company exceeded the FDIC limit of $250,000 by approximately $3,946,284 at December 31, 2015. Although the Company has exceeded the federally insured limit, it has not incurred losses related to these deposits. Management monitors the Company’s accounts with these institutions to minimize credit risk. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash, accounts payable and other current liabilities approximates fair value given their short-term nature. The carrying amount of the senior secured bridge notes payable as of December 31, 2014 approximated fair value because the interest rates on these instruments were reflective of rates that the Company could obtain on unaffiliated third party debt with similar terms and conditions. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value should be based on the assumptions that market participants would use when pricing an asset or liability and is based on a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets (observable inputs) and the lowest priority to the Company’s assumptions (unobservable inputs). Fair value measurements should be disclosed separately by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with established fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data are based primarily upon estimates, and often are calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as assets held for sale and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, 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. • Level 3—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 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. The Company’s derivative liability is classified as a Level 3 instrument. (See Note 7. Derivative Liability.) An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no assets or liabilities classified as Level 1 or Level 2 during the years ended December 31, 2015 and 2014 and there were no material re-measurements of fair value with respect to financial assets and liabilities, during those years, other than those assets and liabilities that are measured at fair value on a recurring basis. There were no transfers between Level 1 and Level 2 in any of the periods reported. Prepaid Assets Prepaid assets represent expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs. Property and Equipment, Net Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives. The Company estimates a life of five to seven years for equipment and furniture and fixtures. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in operating expenses. Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, which include fixed assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the years ended December 31, 2015 and 2014, the Company determined that there were no triggering events requiring an impairment analysis Research and Development Research and development costs are expensed as incurred and are primarily comprised of, but not limited to, external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”) and consultants that conduct clinical and preclinical studies, costs associated with preclinical and development activities, costs associated with regulatory operations, depreciation expense for assets used in research and development activities and employee related expenses, including salaries and benefits for research and development personnel. Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the patterns of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued expense, which are reported in prepaid assets or accounts payable and other current liabilities. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. The Company had no unrecognized tax benefits at December 31, 2015 and 2014. The tax years which currently remain subject to examination by major tax jurisdictions as of December 31, 2015, December 31, 2015 and 2014 and for the period from July 26, 2013 to December 31, 2013. In addition, the Company had no income tax related penalties or interest for periods presented in these consolidated financial statements. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views their operations and manages their business in one segment. Derivative Liabilities Accounting standards require presentation of derivative liabilities at fair value. Derivative liabilities are adjusted to reflect fair value at the end of each reporting period, with any change in the fair value being recorded in results of operations as other income or expense. Basic and Diluted Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, Earning per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Company common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period. At December 31, 2015 and 2014, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive as the Company had losses for the periods then ended. Stock-based Compensation The Company follows the authoritative guidance for accounting for stock-based compensation in ASC 718, Compensation-Stock Compensation. The guidance requires that stock-based payment transactions be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over the vesting period as services are being provided. (See Note 12. Equity Incentive Plan.) The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. For awards subject to time-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock-based awards issued to non-employees in accordance with ASC Topic 505-50 “Equity-Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is measured on the earlier of: a) the performance commitment date, or b) the date the services required under the arrangement have been completed. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 3. Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Year Ended Year Ended Basic and diluted net loss per common share calculation: Net loss attributable to controlling interests $ (11,726,818 ) $ (2,649,826 ) Weighted average common shares outstanding 77,848,850 68,000,000 Net loss per share of common stock—basic and diluted $ (0.15 ) $ (0.04 ) There are 3,500,000 shares in escrow, subject to cancellation, that have not been included in basic weighted average common shares outstanding for the year ended December 31, 2015 (See Note 8. Stockholders’ Equity.) The following outstanding securities at December 31, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive: Year Ended Year Ended Stock options 150,000 — Warrants 496,500 — Total 646,500 — |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net. Property and equipment, net consisted of the following: December 31, December 31, Machinery and equipment $ 21,463 $ 21,463 Less: accumulated depreciation 8,585 4,293 $ 12,878 $ 17,170 Depreciation expense was $4,292 and $4,293 for the years ended December 31, 2015 and 2014, respectively. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | Note 5. Accounts Payable and Other Current Liabilities. Accounts payable and other current liabilities consisted of the following: December 31, December 31, Interest $ — $ 56,174 Legal 781,933 844,602 Consulting 50,947 43,314 Accounting and auditing 157,129 272,913 Research and development 241,259 58,750 Board of Directors and Scientific Advisory Board compensation 225,000 — Other 18,063 14,662 $ 1,474,331 $ 1,290,415 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt. Convertible/Bridge Notes Payable On August 2, 2013, Tyme entered into a Convertible Promissory Note Agreement (the “Convertible Note Agreement”) to be funded in a series of loans up to a maximum principal amount of $997,000 (“Convertible Notes”). As of December 31, 2013, Tyme had received $997,000 in proceeds under the Convertible Notes. The Convertible Notes accrued interest at a rate of 2.5% per year. Principal repayments were to commence on April 30, 2014 equal to 1/24th of the then outstanding balance, with the entire principal amount due and payable on April 30, 2016. The lender opted not to collect principal payments in anticipation of converting the Convertible Notes. The Convertible Note Agreement provided that if, prior to April 30, 2014, Tyme entered into any financing transaction with the lender or an affiliate thereof, upon the closing of such transaction, the outstanding principal balance of the Convertible Notes would automatically convert on a dollar-for-dollar basis into the securities being issued and sold at a conversion price equal to the purchase price per share implied by a pre-investment valuation of Tyme equal to $20,000,000 (“Conversion Price”). The Convertible Note Agreement further provided that if Tyme entered into an agreement with a third party, other than the lender or affiliate thereof, into any debt or equity financing, exclusive license of any portion of the IP Rights, a sale of substantially all of the assets of Tyme, or subsidiary thereof, or any transaction or series of transactions resulting in the current stockholders holding less than a majority of the voting interests, then, at the lender’s option, effective immediately prior to closing of the third party transaction, the outstanding principal balance of the Convertible Notes would have been converted on a dollar-for-dollar basis into shares of common stock. The Convertible Note Agreement provided that in the case of conversion of principal under either scenario, Tyme would have no further obligations or liabilities under the Convertible Notes. In January 2014, the lender increased the aggregate principal amount of the Convertible Notes from $997,000 to $1,126,000 and advanced funds to Tyme to that effect, such that the total amount funded to the Company was equal to the increased principal amount of the Convertible Notes. On August 28, 2014, the lender converted the Convertible Notes in the aggregate principal amount of $1,126,000 plus accrued interest of $26,242, into shares of Tyme common stock (3,624,400 shares of the Company common stock). Simultaneous with the issuance of shares to the lender, the two principal stockholders of the Company, as capital contributions, surrendered to Tyme for cancellation an equal number of shares. The net effect of such issuance and cancellations resulted in no change in the total number of shares of Company common stock issued (71,400,000) and outstanding (68,000,000) at such time. For the years ended December 31, 2015 and 2014, the Company recorded interest expense on the Convertible Notes amounting to $0 and $20,387, respectively. On July 11, 2014, Tyme received $1,100,000 in proceeds from the issuance of a convertible promissory note (the “Bridge Note”) from an affiliate of GEM Global Yield Fund, LLC SCS (“GEM”). The Bridge Note bears interest at a rate of 10% per year, maturing fifteen months from the date of issue and was secured by all assets of Tyme. The Bridge Note was mandatorily convertible into Company common stock upon the closing of the PPO. To secure certain obligations relating to the Bridge Note and the then proposed merger, Tyme issued in the name of the purchaser of the Bridge Note but placed into escrow 3,400,000 shares of Company common stock. These shares were not deemed outstanding, but would either be delivered to the Bridge Note purchaser or returned to Tyme for cancellation pursuant to the terms of a Termination Shares Escrow Agreement, dated as of July 11, 2014, among Tyme, the purchaser of the Bridge Note and the escrow agent. On November 24, 2014, the purchaser of the Bridge Note loaned Tyme an additional $250,000. In connection with the funding of such loan, the Bridge Note was amended and restated to reflect a principal amount of $1,350,000. On January 15, 2015, the purchaser of the Bridge Note loaned Tyme a further $960,000. In connection with the funding of such further loan, the Bridge Note was amended and restated to reflect a principal amount of $2,310,000. On March 5, 2015, the Bridge Note was further amended and restated to effect that the mandatory conversion feature be amended to a set fixed conversion amount such that, upon mandatory conversion, the Bridge Note purchaser would receive one share of Company common stock (each, a “Bridge Note Conversion Share”) for each $1.00 of principal of the Bridge Note outstanding as of the date of the mandatory conversion. The Bridge Note, including accrued interest, was converted at the time of the Merger. The Company evaluated the modification to the conversion rate as an inducement to convert the Bridge Note and concluded that it provided the purchaser of the Bridge Note an incremental value of $3,465,000, which is included as interest expense on the consolidated statement of operations for the year ended December 31, 2015. The Company recorded interest expense of $38,301 and $56,174 during the years ended December 31, 2015 and 2014, respectively, on the Bridge Note. The aggregate outstanding principal and accrued interest balance at December 31, 2015 and 2014 was $0 and $1,406,174, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 7. Derivative Liability. The investor in the PPO and the Bridge Note holder has been granted anti-dilution protection with respect to the PPO Shares and Bridge Note Conversion Shares such that, if within two years after the closing of the Merger, the Company shall issue additional shares of Company common stock or common stock equivalents, for a consideration per share less than $0.50 per share (the “Lower Price”), each such investor and holder will be entitled to receive from the Company additional shares (“Lower Price Shares”) of Company common stock in an amount such that, when added to the number of shares initially purchased by such investor or received upon conversion of the Bridge Note, will equal the number of shares that such investor’s PPO subscription amount would have purchased or the Bridge Note holder would have received upon conversion of the Bridge Note at the Lower Price. GEM was the sole investor in the PPO and designee of the Bridge Note holder who received the Bridge Note Conversion Shares. The Company has determined that this anti-dilution protection is a freestanding financial instrument that will be carried as a liability at fair value. At the time of the merger, in the quarter ended March 31, 2015, management measured this derivative at fair value and recognized a derivative liability of $376,300 on the consolidated balance sheet, with the offset recorded against additional paid-in capital. The derivative is valued primarily using models based on unobservable inputs that represent management’s best estimate of what market participants would use in pricing the liability at the measurement date and thus are classified as Level 3. The model incorporates various assumptions related to the Company’s stock price and ascribes a probability based on management’s expectation that such assumptions would occur. Changes in the fair values of the derivative are recognized in earnings in the current period. As of December 31, 2015, the Company determined that the likelihood of the anti-dilution provisions being met was remote based on the Company’s current stock price and the length of time remaining until maturity, and therefore, the anti-dilution protection had no value. As a result, a gain of $376,300 was recorded in Other income in the Consolidated Statements of Operations to reflect the remeasurement of the derivative liability to $0. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity. Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001. Shares of Company preferred stock may be issued from time to time in one or more series and/or classes, each of which will have such distinctive designation or title as shall be determined by the Company’s board of directors prior to the issuance of any shares of such series or class. The Company preferred stock will have such voting powers, full or limited or no voting powers and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such series or class of Company preferred stock as may be adopted from time to time by the Company’s board of directors prior to the issuance of any shares thereof. No shares of Company preferred stock are currently issued or outstanding and the Company’s board of directors has not designated any class or series of Company preferred stock for use in the future. Common Stock Authorized, Issued and Outstanding The Company is authorized to issue 300,000,000 shares of common stock, each with a par value of $0.0001, of which 86,836,370 shares were issued and outstanding at December 31, 2015 and 71,400,000 shares were issued and 68,000,000 shares were outstanding at December 31, 2014. Included in the shares issued and outstanding at December 31, 2015 are 3,500,000 shares that are in escrow, subject to cancellation, as discussed further below. The 3,400,000 shares issued but not outstanding at December 31, 2014 were held in escrow to secure certain obligations of Tyme to the holder of the Bridge Note. Prior to the Merger, the Company conducted a 4.3334-for-1 forward stock split. The Merger resulted in the Company issuing a total of 68,000,000 shares of Company common stock to the Pre-Merger Tyme stockholders and 12,274,000 shares to the Tyme Tech stockholders as of the date of the Merger. As a result of the Merger and its accounting treatment as a reverse acquisition, stockholders’ equity (deficit) has been presented to reflect such stock split and stock issuances as of the earliest period presented in these consolidated financial statements. (See Note 1. Nature of Business and Basis of Presentation - Reverse Triangular Merger.) Voting Each holder of Company common stock is entitled to one vote for each share thereof held by such holder at all meetings of stockholders (and written action in lieu of meetings). The number of authorized shares of Company common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of majority of the combined number of issued and outstanding shares of the Company. Dividends Dividends may be declared and paid on the Company common stock from funds lawfully available therefore, as and when determined by the board of directors. Liquidation In the event of the liquidation, dissolution, or winding-up of the Company, holders of Company common stock will be entitled to receive all assets of the Company available for distribution to its stockholders. Subscription Receivable Contemporaneous with the closing of the Merger, the Company completed a private placement of 2,716,000 shares of Company common stock for gross proceeds of $6,765,000 of which $4,265,000 was paid in cash. The remaining subscription price was paid by the delivery of a three-month promissory note in the principal amount of $2,500,000 (the “PPO Subscription Note”). (See Note 1. Nature of Business and Basis of Presentation - Reverse Triangular Merger.) On June 5, 2015, in accordance with the First Omnibus Amendment, the Company received $1,250,000, representing one-half of the principal amount of the PPO Subscription Note, and the maturity date of the PPO Subscription Agreement was extended to July 6, 2015. The First Omnibus Amendment, among other matters, also made corresponding adjustments to the Subscription Note Escrow Agreement and authorized the release of 2,500,000 of the 5,000,000 shares of Company common stock initially placed into escrow under such agreement. Effective as of July 23, 2015 and pursuant to a Second Omnibus Amendment (the “Second Omnibus Amendment”), the maturity date of the PPO Subscription Note was further extended to the fifth business day following the date on which the Company notifies the maker of the PPO Subscription Note that the Company had filed with the United States Food and Drug Administration (the “FDA”) an Investigational New Drug Application (an “IND”) for the Company’s SM-88 drug candidate. Such IND was received by the FDA on September 21, 2015, and notice of such was given on September 25, 2015. The Company received the balance of the PPO Subscription Note on October 16, 2015 and the remaining 2,500,000 shares were released from escrow. Escrow shares Pursuant to the Merger Agreement, the Company would have been required to issue 1,333,333 shares of Company common stock to the Pre-Merger Company stockholders in the event that the Company conducts an offering of at least $20,000,000 at a pre-money Company valuation between $200,000,000 and $400,000,000 with such offering proceeds placed in escrow on or before the date which was five months following the consummation of the Merger. As this offering did not occur, these 1,333,333 shares were not issued. The Merger Agreement further provided that, if the pre-money valuation on which the raised funds were placed into escrow was less than $200,000,000, or if no money was raised within such five month period, up to 3,500,000 shares of Company common stock were required to be surrendered for cancellation. Such 3,500,000 shares were placed into escrow pursuant to an Adjustment Shares Escrow Agreement entered into at the time of Merger Closing (the “Adjustment Shares Escrow Agreement”). The date on which the offering funds were required to be placed into escrow was extended under the terms of the Second Omnibus Amendment to November 5, 2015. No offering was consummated, nor were any offering funds placed into escrow. On November 10, 2015, the Company advised the escrow agent of such facts and demanded the surrender for cancellation of the 3,500,000 shares placed into escrow under the Adjustment Shares Escrow Agreement. Under the Adjustment Shares Escrow Agreement, the depositor of such escrowed shares had until November 18, 2015 to challenge the Company’s demand for surrender of the Escrowed Shares. On November 17, 2015, the Company received notice from the depositor of such 3,500,000 shares disputing the grounds for the surrender for cancellation of those shares. Until resolved, by court order or otherwise, the 3,500,000 shares shall remain in escrow. On December 2, 2015, the Company filed a complaint against the depositor with the Supreme Court of New York, seeking, among other things, a declaratory judgment directing the depositor to deliver to the Company the 3,500,000 Adjustment Shares for cancellation. Registration Rights Agreement In connection with the PPO, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchaser in the PPO and the holder of the Bridge Note, pursuant to which the Company agreed to promptly, but no later than 90 days following the maturity date of the PPO Note (such maturity date initially being 90 calendar days after the closing of the PPO), file a registration statement with the SEC (the “Registration Statement”) covering (a) all of the PPO Shares issued in the PPO, (b) the Bridge Note Conversion Shares issued upon conversion of the Bridge Note, (c) the Lower Price Shares, if any, and (d) any shares of the Company common stock issued or issuable with respect to the PPO Shares, Conversion Shares and Lower Price Shares upon any stock split, dividend or other distribution, recapitalization or similar event. The Merger Agreement provided that the Registration Statement may also cover 9% of the total number of shares issued to the former stockholders of Tyme in connection with the Merger. The required filing date of the Registration Statement to avoid the imposition of liquidated damages was extended by an additional 31 days pursuant to the First Omnibus Amendment. The Registration Rights Agreement was further modified by the Second Omnibus Amendment to the effect of (x) the holder of all of the PPO/Bridge Note Conversion Registrable Shares agreeing to irrevocable waive any right to damages for the late filing and/or effectiveness of the registration statement contemplated by the Registration Rights Agreement and (y) the total number of shares that can be registered by the former Tyme stockholders was increased to 15% of the total number of shares issued to them in connection with the Merger. Securities Purchase Agreement On December 23, 2015, pursuant to a Securities Purchase Agreement, dated as of December 18, 2015, for the aggregate consideration of $3,000,000, before deducting offering costs of $34,000, the Company sold and issued in a private placement an aggregate of: (i) 750,000 shares of the Company’s common stock, par value $0.0001 per share, and (ii) 446,500 common stock purchase warrants. Each Warrant entitles its holder to purchase one share of common stock at an initial exercise price of $5.00 at any time during the period commencing on December 23, 2015 and terminating on the tenth anniversary of such date. No registration rights were granted to the purchasers of these shares or warrants. The warrants are included within additional paid-in capital on the statement of stockholders’ equity and will not be subject to remeasurement. Securities Issued for Services On March 5, 2015, as a condition of the Merger Agreement, pursuant to a Consulting Agreement, the Company issued 250,000 fully vested, non-forfeitable shares to an Investor Relations firm for services provided in conjunction with the merger. The value of these shares was $625,000, based on the price of the shares issued as part of the Merger. No registration rights were granted related to these shares. On December 21, 2015, pursuant to a Securities Acquisition Agreement, dated as of December 18, 2015, the Company issued to a law firm, in satisfaction of $200,000 of payables due such law firm, an aggregate of (i) 50,000 shares of the Company’s common stock, par value $0.0001 per share, and (ii) 29,767 Warrants. Each Warrant entitles its holder to purchase one share of common stock at an initial exercise price of $5.00 at any time during the period commencing on December 18, 2015 and terminating on the tenth anniversary of such date. No registration rights were granted related to these shares or warrants. The warrants are included within additional paid-in capital on the statement of stockholders’ equity and will not be subject to remeasurement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes. The Company provides for income taxes under ASC 740. Under ASC 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has not recorded a current or deferred income tax expense or benefit since its inception. The Company’s loss before income taxes was $11,726,818 and $2,660,677 for the years ended December 31, 2015 and 2014, respectively, and was generated entirely in the United States. Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following: Year Ended Year Ended Net operating loss carryforward $ 4,316,110 $ 1,330,660 Research and development credit carryforward 198,490 — Other temporary differences 62,928 — Gross deferred tax assets 4,577,528 1,330,660 Deferred tax valuation allowance (4,577,528 ) (1,330,660 ) $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses since inception, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2015 and 2014. The valuation allowance increased by $3,246,868 and $1,064,660 for the years ended December 31, 2015 and 2014, respectively, due primarily to the generation of net operating losses during the periods. A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: December 31, 2015 December 31, 2014 U.S. statutory income tax rate 34.0 % 35.0 % State income taxes, net of federal benefit 7.9 5.0 Permanent differences (12.8 ) — Rate change and provision to return true-up 8.0 — R&D credit carryforwards 1.8 — Valuation allowance (38.9 ) (40.0 ) Effective tax rate — % — % As of December 31, 2015 and 2014, the Company had U.S. federal net operating loss carryforwards of $10,005,274 and $3,312,651, respectively, which may be available to offset future income tax liabilities and will begin to expire at various dates starting in 2033. As of December 31, 2015 and 2014, the Company also had U.S. state net operating loss carryforwards of $17,467,895 and $0, respectively, which may be available to offset future income tax liabilities and will begin to expire at various dates starting in 2033. Under the provisions of the Internal Revenue Code, the NOL carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financing transactions since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the years ended December 31, 2015 and 2014 and for the period from July 26, 2013 through December 31, 2013. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies. Contract Service Providers In the course of the Company’s normal business operations, it enters into agreements and arrangements with contract service providers to assist in the performance of its research and development and clinical research activities. Substantially all of these agreements and arrangements are on an as needed basis. Employment Agreements On March 5, 2015, the Company entered into employment agreements with its Chief Executive Officer and Chief Operating Officer. Under these agreements, each of such two executive officers will be entitled to an annual base salary of $450,000 and such performance bonuses as the Company’s board of directors may determine, from time to time, in its sole discretion. The base salaries will be reviewed annually (commencing in 2016) by the Company’s board of directors; provided that the base salaries may not be decreased from their then current levels due to any board review. The employment agreements each have a term of five years; provided, however, that, commencing on the first anniversary of the dates of the agreements and on each anniversary thereafter, the term shall automatically be extended by one year, such that, at any time during the term of the agreement, the remaining employment term shall never be less than four years and one day. If the executive is terminated without “Cause” (as defined in the agreements) or for “Good Reason” (as defined in the agreements), the executive will be entitled to receive his base salary plus any accrued but unpaid performance bonus, with the base salary payable at the same intervals as the base salary would have been payable if the termination had not occurred. If the employment is terminated for “Cause,” or in the case of the executive’s death or disability, the executive will only be entitled to his base salary through the termination date, plus any accrued and unpaid performance bonus as of the termination date. On May 15, 2015, the Company appointed a new Chief Financial Officer. The new officer has entered into an employment agreement with the Company that requires the officer to expend one-third of his working time to the Company for which he will be compensated at the rate of $80,000 per annum. The new officer was also granted a five-year option to purchase 150,000 shares of Company common stock at $7.75 per share. The option vested with respect to 75,000 shares on November 15, 2015 and the remaining 75,000 shares will vest on May 15, 2016. Vesting is dependent upon the new officer being in the Company’s employment on the applicable vesting date. (See Note 12. Equity Incentive Plan – Stock Options.) On January 27, 2016, the Company entered into a new employment agreement with the Chief Financial Officer. (See Note. 13. Subsequent Events). Legal Proceedings Other than discussed below, the Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial condition, results of operations or cash flows. As described in Note 8. Stockholders’ equity, the Merger Agreement further provided that, if the pre-money valuation on which the raised funds were placed into escrow was less than $200,000,000, or if no money was raised within such five month period, up to 3,500,000 shares of Company common stock were required to be surrendered for cancellation. Such 3,500,000 shares were placed into escrow pursuant to an Adjustment Shares Escrow Agreement entered into at the time of Merger Closing (the “Adjustment Shares Escrow Agreement”). The date on which the offering funds were required to be placed into escrow was extended under the terms of the Second Omnibus Amendment to November 5, 2015. No offering was consummated, nor were any offering funds placed into escrow. On November 10, 2015, the Company advised the escrow agent of such facts and demanded the surrender for cancellation of the 3,500,000 shares placed into escrow under the Adjustment Shares Escrow Agreement. Under the Adjustment Shares Escrow Agreement, the depositor of such escrowed shares had until November 18, 2015 to challenge the Company’s demand for surrender of the Escrowed Shares. On November 17, 2015, the Company received notice from the depositor of such 3,500,000 shares disputing the grounds for the surrender for cancellation of those shares. On December 2, 2015, the Company filed a complaint against the depositor with the Supreme Court of New York, seeking, among other things, a declaratory judgment directing the depositor to deliver to the Company the 3,500,000 Adjustment Shares for cancellation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions. Due from Stockholders/Members Tyme and Luminant obtained from and granted cash advances to certain of their stockholders/members. These net advances were non-interest bearing and had no terms for repayment. At December 31, 2015 and 2014, amounts due to the Company totaled $0 and $355,766 and were reflected as a reduction of stockholders equity. Effective as of the consummation of and in anticipation of the Merger, the non-interest bearing advances of $355,766 made to such stockholders/members were settled by payments received from such stockholders. Sale of Excess Ingredient Materials On December 17, 2015, the CompanyÂ’s board of directors approved a future sale of certain excess ingredient materials which the Company believes will expire, terminate and/or lose potency prior to any anticipated use by the Company. The sale of such excess ingredients will be made to Steve Hoffman, the CompanyÂ’s President and Chief Executive Officer, at the pro rata cost of obtaining such items. In his capacity as a director, Mr. Hoffman abstained from voting on this matter. (See Note. 13 Subsequent Events.) |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Note 12. Equity Incentive Plan. On March 5, 2015, the Company’s Board of Directors adopted and the Company’s stockholders approved, the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). A reserve of 10,000,000 shares of Company common stock has been established for issuance under the 2015 Plan. No more than an aggregate of 3,333,333 shares of common stock may be awarded during the twelve months following the 2015 Plan adoption. Awards under the 2015 Plan may include, but need not be limited to, one or more of the following: options, stock appreciation rights, restricted stock, performance grants, stock bonuses, and any other type of award deemed by the administrator to be consistent with the purposes of the 2015 Plan. The exercise price of all options awarded under the 2015 Plan must be no less than 100% of the fair market value of the Company common stock on the date of the grant and have a term of no greater than ten years from the date of grant. As of December 31, 2015, there were 9,813,630 shares available for grant under the 2015 Plan. Stock Options As of December 31, 2015, there was $281,841 of total unrecognized compensation related to non-vested stock options. The cost is expected to be recognized over the remaining period of the options which are expected to vest through May 2016. During the years ended December 31, 2015 and 2014, $485,859 and $0, respectively, has been recognized as stock based compensation in general and administrative expense. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. In accordance with ASC 718 for employees, the compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. The assumptions utilized to determine such values are presented in the following table: December 31, 2015 December 31, 2014 Risk free interest rate 1.65% N/A Expected volatility 82.90% N/A Expected term 5 years N/A Dividend yield 0% N/A Risk-free interest rate Expected volatility Expected term Dividend yield Forfeitures The following is a summary of the status of the Company’s stock options as of December 31, 2015: Number of Weighted Average Outstanding at December 31, 2014 — $ — Granted 150,000 7.75 Exercised — — Forfeited/Cancelled — — Outstanding at December 31, 2015 150,000 $ 7.75 Grant date fair value $ 5.12 Stock Options Outstanding Stock Options Vested Range of Number Weighted Weighted Aggregate Number Weighted Aggregate $ 7.75 150,000 $ 7.75 4.4 $ 525,500 75,000 $ 7.75 $262,500 The intrinsic value is calculated as the excess of the market value of December 31, 2015 over the exercise price of the option. The market value as of December 31, 2015 was $11.25 as reported by the OTC Market, Inc. Stock Grants On March 10, 2015, the Company adopted an independent director compensation policy and also adopted a compensation policy with respect to a special advisor to the Company’s board of directors. Under such independent director compensation policy, each of those directors meeting the NASDAQ stock market definition of independent director is entitled to receive annual compensation in the amount of $100,000, one-half to be paid in cash on a quarterly basis, in arrears, and the remaining one-half of the compensation to be paid in the form of Company common stock on a quarterly basis, in arrears, with the shares valued at the closing sale price of the Company common stock on the last trading day of the applicable quarterly period. The special advisor is being compensated in the same manner as the independent directors. Effective as of September 30, 2015, the Company established a Scientific and Medical Advisory Board, five individuals were appointed as members of such advisory board and a compensation policy for the advisory board’s members, substantially identical to the compensation policy for the Company’s independent directors, was adopted. Accordingly, as compensation with respect to the year ended December 31, 2015, the Company issued to its three independent directors, special advisor and five advisory board members an aggregate of 36,370 shares of Company common stock (7,248 shares as of March 31, 2015, 5,884 shares as of June 30, 2015, 13,239 shares as of September 30, 2015 and 9,999 shares as of December 31, 2015), which were valued at the closing sale price of the Company common stock on the last trading day of each of the quarters ended during 2015 ($6.90 per share with respect to the quarter ended March 31, 2015, $8.50 per share with respect to the quarters ended June and September 30, 2015 and $11.25 with respect to the quarter ended December 31, 2015). Total stock compensation expense related to these stock grants was $325,000 for the year ended December 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events. Employment Agreement The Company entered into a new employment arrangement, set forth in a letter agreement, dated as of January 27, 2016, with Robert Dickey IV, Vice President - Finance and Chief Financial Officer. The new employment arrangement supersedes the prior letter agreement with Mr. Dickey which was dated as of May 15, 2015. As part of the new employment agreement, Mr. Dickey has been granted a five year option to purchase up to 200,000 shares of the CompanyÂ’s common stock at a per share purchase price of $11.00, the closing price of the common stock on the date of the new agreement. One-half of the shares subject to such option vested immediately upon grant and the remaining 100,000 shares subject to the option will vest on July 27, 2016, provided that Mr. Dickey is still employed by the Company on said vesting date. The option granted to Mr. Dickey under the prior agreement has not been terminated and remains exercisable in accordance with its terms. Securities Purchase Agreement Pursuant to a Securities Purchase Agreement, dated as of February 2, 2016, for the aggregate consideration of $3,100,000, the Company sold and issued to a total of two individuals an aggregate of: (i) 775,000 shares of the CompanyÂ’s common stock, par value $0.0001 per share, and (ii) 461,384 common stock purchase warrants. Each Warrant entitles its holder to purchase one share of common stock at an initial exercise price of $5.00 at any time during the period commencing on February 2, 2016 and terminating on the tenth anniversary of such date. No registration rights were granted to the purchasers of these shares or warrants. Sale of Excess Ingredient Materials On March 24, 2016, Steve Hoffman, the CompanyÂ’s President and Chief Executive Officer, purchased excess ingredient materials from the Company for a cost of $170,000, which was the pro rata cost of obtaining items. The income from this will be recorded as an offset to Research and Development expense on the Consolidated Statements of Operations, where the cost of such materials was originally recorded. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The CompanyÂ’s consolidated financial statements include the accounts of Tyme Tech and its subsidiaries, Tyme and Luminant. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimation include the fair value of the Company underlying the conversion feature of the senior secured bridge notes, derivative value associated with the price protection feature of shares of Company common stock issued in connection with the PPO and Bridge Note conversion and stock-based compensation. Actual results could differ from such estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments that have maturities of three months or less when acquired to be cash equivalents. As of December 31, 2015, the CompanyÂ’s cash and cash equivalents consisted of $4,446,284 deposited in two checking accounts at two financial institutions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash. Cash is deposited with major banks and, at times, such balances with any one financial institution may be in excess of FDIC insurance limits. The Company exceeded the FDIC limit of $250,000 by approximately $3,946,284 at December 31, 2015. Although the Company has exceeded the federally insured limit, it has not incurred losses related to these deposits. Management monitors the CompanyÂ’s accounts with these institutions to minimize credit risk. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash, accounts payable and other current liabilities approximates fair value given their short-term nature. The carrying amount of the senior secured bridge notes payable as of December 31, 2014 approximated fair value because the interest rates on these instruments were reflective of rates that the Company could obtain on unaffiliated third party debt with similar terms and conditions. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value should be based on the assumptions that market participants would use when pricing an asset or liability and is based on a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets (observable inputs) and the lowest priority to the Company’s assumptions (unobservable inputs). Fair value measurements should be disclosed separately by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with established fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data are based primarily upon estimates, and often are calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as assets held for sale and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, 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. • Level 3—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 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. The Company’s derivative liability is classified as a Level 3 instrument. (See Note 7. Derivative Liability.) An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no assets or liabilities classified as Level 1 or Level 2 during the years ended December 31, 2015 and 2014 and there were no material re-measurements of fair value with respect to financial assets and liabilities, during those years, other than those assets and liabilities that are measured at fair value on a recurring basis. There were no transfers between Level 1 and Level 2 in any of the periods reported. |
Prepaid Assets | Prepaid Assets Prepaid assets represent expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives. The Company estimates a life of five to seven years for equipment and furniture and fixtures. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in operating expenses. Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, which include fixed assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the assetÂ’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the years ended December 31, 2015 and 2014, the Company determined that there were no triggering events requiring an impairment analysis |
Research and Development | Research and Development Research and development costs are expensed as incurred and are primarily comprised of, but not limited to, external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”) and consultants that conduct clinical and preclinical studies, costs associated with preclinical and development activities, costs associated with regulatory operations, depreciation expense for assets used in research and development activities and employee related expenses, including salaries and benefits for research and development personnel. Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the patterns of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued expense, which are reported in prepaid assets or accounts payable and other current liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. The Company had no unrecognized tax benefits at December 31, 2015 and 2014. The tax years which currently remain subject to examination by major tax jurisdictions as of December 31, 2015, December 31, 2015 and 2014 and for the period from July 26, 2013 to December 31, 2013. In addition, the Company had no income tax related penalties or interest for periods presented in these consolidated financial statements. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views their operations and manages their business in one segment. |
Derivative Liabilities | Derivative Liabilities Accounting standards require presentation of derivative liabilities at fair value. Derivative liabilities are adjusted to reflect fair value at the end of each reporting period, with any change in the fair value being recorded in results of operations as other income or expense. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company calculates net loss per share in accordance with ASC Topic 260, Earning per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Company common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period. At December 31, 2015 and 2014, the calculation excludes any potential dilutive common shares and any equivalents as they would have been anti-dilutive as the Company had losses for the periods then ended. |
Stock-based Compensation | Stock-based Compensation The Company follows the authoritative guidance for accounting for stock-based compensation in ASC 718, Compensation-Stock Compensation. The guidance requires that stock-based payment transactions be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over the vesting period as services are being provided. (See Note 12. Equity Incentive Plan.) The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. For awards subject to time-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock-based awards issued to non-employees in accordance with ASC Topic 505-50 “Equity-Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is measured on the earlier of: a) the performance commitment date, or b) the date the services required under the arrangement have been completed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Year Ended Year Ended Basic and diluted net loss per common share calculation: Net loss attributable to controlling interests $ (11,726,818 ) $ (2,649,826 ) Weighted average common shares outstanding 77,848,850 68,000,000 Net loss per share of common stock—basic and diluted $ (0.15 ) $ (0.04 ) |
Schedule of anti-dilutive shares outstanding | The following outstanding securities at December 31, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive: Year Ended Year Ended Stock options 150,000 — Warrants 496,500 — Total 646,500 — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following: December 31, December 31, Machinery and equipment $ 21,463 $ 21,463 Less: accumulated depreciation 8,585 4,293 $ 12,878 $ 17,170 |
Accounts Payable and Other Cu25
Accounts Payable and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and other current liabilities | Accounts payable and other current liabilities consisted of the following: December 31, December 31, Interest $ — $ 56,174 Legal 781,933 844,602 Consulting 50,947 43,314 Accounting and auditing 157,129 272,913 Research and development 241,259 58,750 Board of Directors and Scientific Advisory Board compensation 225,000 — Other 18,063 14,662 $ 1,474,331 $ 1,290,415 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The significant components of the Company’s deferred tax assets are comprised of the following: Year Ended Year Ended Net operating loss carryforward $ 4,316,110 $ 1,330,660 Research and development credit carryforward 198,490 — Other temporary differences 62,928 — Gross deferred tax assets 4,577,528 1,330,660 Deferred tax valuation allowance (4,577,528 ) (1,330,660 ) $ — $ — |
Schedule of reconciliation of income tax benefit | A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: December 31, 2015 December 31, 2014 U.S. statutory income tax rate 34.0 % 35.0 % State income taxes, net of federal benefit 7.9 5.0 Permanent differences (12.8 ) — Rate change and provision to return true-up 8.0 — R&D credit carryforwards 1.8 — Valuation allowance (38.9 ) (40.0 ) Effective tax rate — % — % |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of determine the fair value of stock options by using Black-Scholes option pricing model | The assumptions utilized to determine such values are presented in the following table: December 31, 2015 December 31, 2014 Risk free interest rate 1.65% N/A Expected volatility 82.90% N/A Expected term 5 years N/A Dividend yield 0% N/A |
Schedule of stock options | The following is a summary of the status of the Company’s stock options as of December 31, 2015: Number of Weighted Average Outstanding at December 31, 2014 — $ — Granted 150,000 7.75 Exercised — — Forfeited/Cancelled — — Outstanding at December 31, 2015 150,000 $ 7.75 Grant date fair value $ 5.12 Stock Options Outstanding Stock Options Vested Range of Number Weighted Weighted Aggregate Number Weighted Aggregate $ 7.75 150,000 $ 7.75 4.4 $ 525,500 75,000 $ 7.75 $262,500 |
Nature of Business and Basis 28
Nature of Business and Basis of Presentation (Details Narrative) - USD ($) | Jul. 23, 2015 | Jun. 05, 2015 | Mar. 05, 2015 | Jan. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Number of common stock, issued | 86,836,370 | 71,400,000 | |||||
Cash proceeds from private placement | $ 7,230,950 | ||||||
Number of common stock issued upon debt conversion | 3,624,400 | 3,624,400 | |||||
Proceeds from the collection of stock subscription receivable | $ 2,500,000 | ||||||
Accumulated deficit | (15,904,180) | $ (4,177,362) | |||||
Common Stock [Member] | |||||||
Stockholders' equity, period increase (decrease) | $ 6,798 | ||||||
Additional Paid-In Capital [Member] | |||||||
Stockholders' equity, period increase (decrease) | (2,008) | ||||||
Accumulated Deficit [Memeber] | |||||||
Stockholders' equity, period increase (decrease) | $ 4,790 | ||||||
General and Administrative Expense [Member] | |||||||
Merger related transaction cost | 1,000,000 | ||||||
Bridge Note [Member] | |||||||
Debt face amount | $ 2,310,000 | ||||||
Number of common stock issued upon debt conversion | 2,310,000 | ||||||
Private Placement Offering [Member] | Subscription Note Escrow Agreement [Member] | PPO Subscription Note [Member] | |||||||
Debt face amount | $ 2,500,000 | ||||||
Debt instrument term | 3 months | ||||||
Number of shares collateral | 5,000,000 | ||||||
Debt default price (in dollars per share) | $ 0.50 | ||||||
Debt instrument expiration date | Jun. 5, 2015 | ||||||
Private Placement Offering [Member] | First Omnibus Amendment [Member] | PPO Subscription Note [Member] | |||||||
Proceeds from the collection of stock subscription receivable | $ 1,250,000 | ||||||
Debt instrument revised expiration date | Jul. 6, 2015 | ||||||
Private Placement Offering [Member] | Second Omnibus Amendment [Member] | PPO Subscription Note [Member] | |||||||
Percentage of shares increased | 15.00% | ||||||
Tyme Inc [Member] | |||||||
Percentage of common shares outstanding | 79.00% | ||||||
Number of common shares issued against each share of acquiree | 34,000 | ||||||
Number of common stock, issued | 12,724,000 | 68,000,000 | |||||
Accumulated deficit | $ 15,904,000 | ||||||
Tyme Inc [Member] | Indemnification Shares Escrow Agreement [Member] | |||||||
Description of covenant | Stockholders initially received in the Merger 95% of the shares to which each such stockholder was entitled under the terms of the Merger Agreement, with the remaining 5% of such shares being held in escrow for two years to satisfy post-closing claims for indemnification by the Company (“Indemnity Shares”). | ||||||
Tyme Inc [Member] | Private Placement Offering [Member] | |||||||
Number of common shares issued in transaction | 2,716,000 | ||||||
Total gross proceeds from private placement | $ 6,790,000 | ||||||
Cash proceeds from private placement | $ 4,264,000 | ||||||
Tyme Inc [Member] | Private Placement Offering [Member] | Bridge Note [Member] | |||||||
Number of common stock, issued | 3,400,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2015USD ($)N | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash and cash equivalents | $ 4,446,284 | $ 9,724 | $ 92,620 |
FDIC insured limit $250000 amount | $ 3,946,284 | ||
Number of operating segment | N | 1 | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Useful life | 5 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Useful life | 7 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Useful life | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Useful life | 7 years |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and diluted net loss per common share calculation: | ||
Net loss attributable to controlling interests | $ (11,726,818) | $ (2,649,826) |
Weighted average common shares outstanding | 77,848,850 | 68,000,000 |
Net loss per share of common stock-basic and diluted | $ (0.15) | $ (0.04) |
Net Loss Per Common Share (De31
Net Loss Per Common Share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Total | 646,500 | |
Stock Options [Member] | ||
Total | 150,000 | |
Warrant [Member] | ||
Total | 496,500 |
Net Loss Per Common Share (De32
Net Loss Per Common Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidiluted shares | 646,500 | |
Subscription Note Escrow Agreement [Member] | ||
Antidiluted shares | 3,500,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Less: accumulated depreciation | $ 8,585 | $ 4,293 |
Net | 12,878 | 17,170 |
Machinery and Equipment [Member] | ||
Gross | $ 21,463 | $ 21,463 |
Property and Equipment, Net (34
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,292 | $ 4,293 |
Accounts Payable and Other Cu35
Accounts Payable and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Interest | $ 56,174 | |
Legal | $ 781,933 | 844,602 |
Consulting | 50,947 | 43,314 |
Accounting and auditing | 157,129 | 272,913 |
Research and development | 241,259 | $ 58,750 |
Board of Directors and Scientific Advisory Board compensation | 225,000 | |
Other | 18,063 | $ 14,662 |
Total | $ 1,474,331 | $ 1,290,415 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 05, 2015 | Jan. 15, 2015 | Nov. 24, 2014 | Aug. 28, 2014 | Jul. 11, 2014 | Aug. 02, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 |
Proceeds from convertible debt | $ 200,000 | |||||||||||
Accrued interest | $ 26,242 | |||||||||||
Number of common stock issued upon debt conversion | 3,624,400 | 3,624,400 | ||||||||||
Common stock, outstanding | 86,836,370 | 86,836,370 | ||||||||||
Common stock, issued | 86,836,370 | 71,400,000 | 86,836,370 | 71,400,000 | ||||||||
Share price (in dollars per share) | $ 11.25 | $ 11.25 | ||||||||||
Aggregate outstanding principal and accrued interest | $ 1,350,000 | $ 1,350,000 | ||||||||||
Tyme Inc [Member] | ||||||||||||
Common stock, outstanding | 68,000,000 | |||||||||||
Common stock, issued | 12,724,000 | 68,000,000 | ||||||||||
Tyme Inc [Member] | 10% Bridge Note [Member] | GEM Global Yield Fund, LLC SCS [Member] | ||||||||||||
Proceeds from convertible debt | $ 2,310,000 | $ 1,350,000 | $ 1,100,000 | |||||||||
Interest expense | $ 38,301 | 56,174 | ||||||||||
Debt instrument term | 15 months | |||||||||||
Description of collateral | Secured by all assets of Tyme. | |||||||||||
Description of debt | Maturing fifteen months from the date of issue and was secured by all assets of Tyme. | |||||||||||
Additional proceeds from debt | $ 960,000 | $ 250,000 | ||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||
Incremental value of the modification to conversion rate as an inducement to convert | $ 3,465,000 | |||||||||||
Aggregate outstanding principal and accrued interest | $ 0 | 1,406,174 | $ 0 | $ 1,406,174 | ||||||||
Convertible Promissory Note Agreement [Member] | Tyme Inc [Member] | 2.5% Convertible Notes Due April 30, 2016 [Member] | ||||||||||||
Debt face amount | $ 1,126,000 | $ 997,000 | $ 1,126,000 | |||||||||
Proceeds from convertible debt | $ 997,000 | |||||||||||
Date of first principal payment of commencement | Apr. 30, 2014 | |||||||||||
Description of payment terms | Equal to 1/24th of the then outstanding balance, with the entire principal amount due and payable on April 30, 2016. | |||||||||||
Benefical conversion price by a pre-investment valuation | $ 20,000,000 | |||||||||||
Accrued interest | $ 26,242 | |||||||||||
Number of common stock issued upon debt conversion | 3,624,400 | |||||||||||
Interest expense | $ 0 | $ 20,387 | ||||||||||
Subscription Note Escrow Agreement [Member] | Tyme Inc [Member] | 10% Bridge Note [Member] | GEM Global Yield Fund, LLC SCS [Member] | ||||||||||||
Number of shares collateral | 3,400,000 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Derivative liability granted anti-dilution protection | $ 376,300 | ||
Gain on derivative | $ 376,300 | ||
Other Income [Member] | |||
Gain on derivative | $ 376,300 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 23, 2015 | Dec. 21, 2015 | Nov. 17, 2015 | Oct. 16, 2015 | Jun. 05, 2015 | Mar. 05, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, authorized | 10,000,000 | 0 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, authorized | 300,000,000 | 300,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, issued | 86,836,370 | 71,400,000 | |||||||
Common stock, outstanding | 86,836,370 | ||||||||
Forward stock split ratio | 4.3334-for-1 forward stock split. | ||||||||
Cash proceeds from private placement | $ 7,230,950 | ||||||||
Proceeds from the collection of stock subscription receivable | $ 2,500,000 | ||||||||
Number of share issued for escrow shares | 1,333,333 | ||||||||
Value of shares issued for services | $ 825,000 | ||||||||
Minimum [Member] | |||||||||
Value of share issued for escrow shares (Pre-money) | 200,000,000 | ||||||||
Maximum [Member] | |||||||||
Value of share issued for escrow shares (Pre-money) | $ 400,000,000 | ||||||||
Tyme Inc [Member] | |||||||||
Common stock, issued | 12,724,000 | 68,000,000 | |||||||
Common stock, outstanding | 68,000,000 | ||||||||
Adjustment Shares Escrow Agreement [Member] | |||||||||
Number of share issued for escrow shares remain | 3,500,000 | ||||||||
Consulting Agreement [Member] | Investor Relations Firm [Member] | |||||||||
Number of shares issued for services | 250,000 | ||||||||
Value of shares issued for services | $ 625,000 | ||||||||
Securities Acquisition Agreement [Member] | Law Firm [Member] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Number of shares issued for services | 50,000 | ||||||||
Value of shares issued for services | $ 200,000 | ||||||||
Securities Acquisition Agreement [Member] | Warrant [Member] | Law Firm [Member] | |||||||||
Number of shares issued iupon new issue | 29,767 | ||||||||
Exercise price (in dollars per share) | $ 5 | ||||||||
PPO Subscription Note [Member] | Registration Rights Agreement [Member] | Tyme Inc [Member] | |||||||||
Percentage of registration rights | 9.00% | ||||||||
Percentage of shares increased | 15.00% | ||||||||
Bridge Note [Member] | |||||||||
Debt face amount | $ 2,310,000 | ||||||||
Private Placement Offering [Member] | Tyme Inc [Member] | |||||||||
Number of shares issued in transaction | 2,716,000 | ||||||||
Total gross proceeds from private placement | $ 6,790,000 | ||||||||
Cash proceeds from private placement | 4,264,000 | ||||||||
Private Placement Offering [Member] | Securities Purchase Agreement [Member] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Total gross proceeds from private placement | $ 3,000,000 | ||||||||
Offering cost | $ 34,000 | ||||||||
Number of shares issued iupon new issue | 750,000 | ||||||||
Private Placement Offering [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||
Number of shares issued iupon new issue | 446,500 | ||||||||
Exercise price (in dollars per share) | $ 5 | ||||||||
Private Placement Offering [Member] | PPO Subscription Note [Member] | Subscription Note Escrow Agreement [Member] | |||||||||
Common stock, issued | 3,500,000 | ||||||||
Common stock, outstanding | 3,500,000 | ||||||||
Debt face amount | $ 2,500,000 | ||||||||
Debt instrument term | 3 months | ||||||||
Number of shares collateral | 5,000,000 | ||||||||
Private Placement Offering [Member] | PPO Subscription Note [Member] | First Omnibus Amendment [Member] | |||||||||
Proceeds from the collection of stock subscription receivable | $ 1,250,000 | ||||||||
Debt instrument revised expiration date | Jul. 6, 2015 | ||||||||
Number or shares collateral released | 2,500,000 | ||||||||
Private Placement Offering [Member] | PPO Subscription Note [Member] | Second Omnibus Amendment [Member] | |||||||||
Proceeds from the collection of stock subscription receivable | $ 1,250,000 | ||||||||
Number or shares collateral released | 2,500,000 | ||||||||
Private Placement Offering [Member] | Bridge Note [Member] | Tyme Inc [Member] | |||||||||
Common stock, issued | 3,400,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes Details | ||
Net operating loss carryforward | $ 4,316,110 | $ 1,330,660 |
Research and development credit carryforward | 198,490 | |
Other temporary differences | 62,928 | |
Gross deferred tax assets | 4,577,528 | $ 1,330,660 |
Deferred tax valuation allowance | $ (4,577,528) | $ (1,330,660) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory income tax rate | 34.00% | 35.00% |
State income taxes, net of federal benefit | 7.90% | 5.00% |
Permanent differences | (12.80%) | |
Rate change and provision to return true-up | 8.00% | |
R&D credit carryforwards | 1.80% | |
Valuation allowance | (38.90%) | (40.00%) |
Effective tax rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ 11,726,818 | $ 2,660,677 |
Increase (decrease) in valuation allowance | 3,246,868 | (1,064,660) |
Federal net operating loss carryforwards | 10,005,274 | 3,312,651 |
State net operating loss carryforwards | $ 17,467,895 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 17, 2015 | May. 15, 2015 | Mar. 05, 2015 | Dec. 31, 2015 | Dec. 31, 2015 |
Number of shares granted | 9,999 | ||||
Share price (in dollars per share) | $ 11.25 | $ 11.25 | |||
Minimum [Member] | |||||
Value of share issued for escrow shares (Pre-money) | $ 200,000,000 | ||||
Employment Agreements [Member] | Mr.Steven Hoffman [Member] | |||||
Officer compensation | $ 450,000 | ||||
Agreement term | 5 years | ||||
Employment Agreements [Member] | Mr. Michael Demurjian [Member] | |||||
Officer compensation | $ 450,000 | ||||
Agreement term | 5 years | ||||
Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | |||||
Officer compensation | $ 80,000 | ||||
Number of shares granted | 150,000 | ||||
Award expiration period | 5 years | ||||
Share price (in dollars per share) | $ 7.75 | ||||
Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | Vesting tranch # 1 [Member] | |||||
Vesting date | Nov. 15, 2015 | ||||
Number of options vested | 75,000 | ||||
Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | Vesting tranch # 2 [Member] | |||||
Vesting date | May 15, 2016 | ||||
Number of options vested | 75,000 | ||||
Adjustment Shares Escrow Agreement [Member] | |||||
Number of share issued for escrow shares remain | 3,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Repayment from (advances to) stockholders/members | $ (355,766) | $ 149,600 |
Luminant Biosciences, LLC [Member] | ||
Reduction of stockholders equity | 0 | $ 355,766 |
Repayment from (advances to) stockholders/members | $ 355,766 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - 2015 Equity Incentive Plan [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Risk free interest rate | 1.65% | |
Expected volatility | 82.90% | |
Expected term | 5 years | |
Dividend yield | 0.00% |
Equity Incentive Plan (Details
Equity Incentive Plan (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted | 9,999 | |
2015 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning | ||
Granted | 150,000 | |
Exercised | ||
Forfeited/Cancelled | ||
Outstanding at end | 150,000 | 150,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | ||
Granted | $ 7.75 | |
Exercised | ||
Forfeited/Cancelled | ||
Outstanding at end | $ 7.75 | $ 7.75 |
Grant date fair value | $ 5.12 |
Equity Incentive Plan (Detail46
Equity Incentive Plan (Details 2) - 2015 Equity Incentive Plan [Member] - Exercise Price $7.75 [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Stock Options Outstanding | |
Number Outstanding | shares | 150,000 |
Weighted Average Exercise Price | $ / shares | $ 7.75 |
Weighted Average Remaining Life | 4 years 4 months 24 days |
Aggregate Intrinsic Value | $ | $ 525,500 |
Stock Options Vested | |
Stock Options Vested | shares | 75,000 |
Weighted Average Exercise Price | $ / shares | $ 7.75 |
Aggregate Intrinsic Value | $ | $ 262,500 |
Equity Incentive Plan (Detail47
Equity Incentive Plan (Details Narrative) - USD ($) | Mar. 10, 2015 | Mar. 05, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Share price (in dollars per share) | $ 11.25 | $ 11.25 | ||||||
Number of shares granted | 9,999 | |||||||
Independent Directors, Special Advisor And Five Advisory Board Members [Member] | ||||||||
Share price (in dollars per share) | $ 8.50 | $ 8.50 | ||||||
Officer compensation | $ 100,000 | |||||||
Number of shares granted | 13,239 | 5,884 | ||||||
Description of compensation paid terms | One-half to be paid in cash on a quarterly basis, in arrears, and the remaining one-half of the compensation to be paid in the form of Company common stock on a quarterly basis, in arrears, with the shares valued at the closing sale price of the Company common stock on the last trading day of the applicable quarterly period. | |||||||
Three Independent Directors, Special Advisor And Five Advisory Board Members [Member] | ||||||||
Allocated compensation expense | $ 325,000 | |||||||
Share price (in dollars per share) | $ 6.90 | |||||||
Number of shares granted | 7,248 | 36,370 | ||||||
2015 Equity Incentive Plan [Member] | ||||||||
Number of common shares authorized | 10,000,000 | |||||||
Maximum number of awards issued | 3,333,333 | |||||||
Award expiration period | 10 years | |||||||
Number of shares available for grants | 9,813,630 | 9,813,630 | ||||||
Unrecognized compensation expense | $ 281,841 | $ 281,841 | ||||||
Unrecognized compensation expense recognition period | 2016-05 | |||||||
Number of shares granted | 150,000 | |||||||
2015 Equity Incentive Plan [Member] | General and Administrative Expense [Member] | ||||||||
Allocated compensation expense | $ 485,859 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 02, 2016 | Jan. 27, 2016 | May. 15, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Mar. 24, 2016 | Dec. 31, 2014 |
Number of shares granted | 9,999 | ||||||
Share price (in dollars per share) | $ 11.25 | $ 11.25 | |||||
Aggregate consideration | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | |||||||
Award expiration period | 5 years | ||||||
Number of shares granted | 150,000 | ||||||
Share price (in dollars per share) | $ 7.75 | ||||||
Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | Vesting tranch # 1 [Member] | |||||||
Number of shares vested | 75,000 | ||||||
Vesting date | Nov. 15, 2015 | ||||||
Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | Vesting tranch # 2 [Member] | |||||||
Number of shares vested | 75,000 | ||||||
Vesting date | May 15, 2016 | ||||||
Subsequent Event [Member] | Mr. Steve Hoffman [Member] | |||||||
Materials cost | $ 170,000 | ||||||
Subsequent Event [Member] | Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | |||||||
Award expiration period | 5 years | ||||||
Number of shares granted | 200,000 | ||||||
Share price (in dollars per share) | $ 11 | ||||||
Subsequent Event [Member] | Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | Vesting tranch # 1 [Member] | |||||||
Number of shares vested | 100,000 | ||||||
Subsequent Event [Member] | Employment Agreements [Member] | Mr. Robert Dickey IV [Member] | Vesting tranch # 2 [Member] | |||||||
Number of shares vested | 100,000 | ||||||
Vesting date | Jul. 27, 2016 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Two Individuals [Member] | |||||||
Aggregate consideration | $ 3,100,000 | ||||||
Number of shares issued upon new issue | 775,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Two Individuals [Member] | Warrant [Member] | |||||||
Number of shares issued upon new issue | 461,384 | ||||||
Exercise price (in dollars per share) | $ 5 | ||||||
Warrant term | 10 years |