XML 54 R20.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2015
Summary of Significant Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation


The Company's consolidated financial statements include the accounts of Tyme Tech and its subsidiaries Tyme and Luminant.  All significant 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 stated value of the Company underlying the conversion feature of the senior secured bridge notes, the derivative value associated with the price protection feature of shares of common stock issued in connection with the PPO and Bridge Note conversion and stock-based compensation.  Actual results could differ from such estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments


The carrying amounts of the Company's financial instruments, including accounts payable and other current liabilities approximates fair value given their short-term nature. The carrying amount of the senior secured bridge notes payable 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. The derivative liability approximates its fair value based on management's best estimate.   (See Note 7. Derivative Liability.)

Prepaid and Other Current Assets

Prepaid and Other Current Assets


Prepaid assets represents 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.

Intangible Assets

Intangible Assets


The Company's intangible assets consist of patents and patent applications contributed by Tyme's founders. The value of these patents is immaterial to these consolidated financial statements.

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 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 three months ended March 31, 2015 and year ended December 31, 2014, the Company determined that there was no impairment of its long-lived assets.

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 operates as a C-Corporation and includes in its income/(loss) its share of the income/(loss) of its subsidiaries from the date of acquisition.  Deferred tax assets or liabilities are recorded for temporary differences between financial reporting and tax basis of assets and liabilities, using enacted rates in effect for the year in which the differences are expected to reverse.


A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. The Company has provided a full valuation allowance on its deferred tax assets that consists of cumulative net operating losses of approximately $8,900,000 for the period from inception (July 26, 2013) to March 31, 2015. Due to its cumulative loss position, history of operating losses and losses expected to be incurred in the foreseeable future, a full valuation allowance was considered necessary.


The utilization of net operating losses for Federal income tax purposes sustained by the Company could be substantially limited annually if there were an “ownership change” (as defined by Section 382 of the Internal Revenue Code of 1986, as amended). If it were determined that there is a change in ownership, or if the Company undergoes a change of ownership in the future, the utilization of the Company's net operating loss carry-forward may be materially limited. This could result in a reduction in equal amounts to the deferred tax assets and the related valuation reserves.  


The Company is required to evaluate uncertain tax positions taken or expected to be taken in the course of preparing the Company's consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions with respect to tax at the Company level deemed not to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The Company has concluded that no provision for uncertain tax positions is required in the Company's consolidated financial statements.


The Company had no unrecognized tax benefits at March 31, 2015 and December 31, 2014. The tax years, which currently remain subject to examination by major tax jurisdictions as of March 31, 2015, are the years ended 2011 through 2014. 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.

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 $3,100,000 at March 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 collection risk.

Derivative Liabilities

Derivative Liabilities


Accounting standards require presentation of derivative liabilities at fair value.  The Company's price protection feature in the shares of Company common stock issued in the PPO and Bridge Note conversion are measured at fair value using widely accepted fair value methodologies.  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.

Earnings per Share

Earnings 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 common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period.  At March 31, 2015 and 2014, the Company had no potential dilutive common shares, and any equivalents 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 new stock-based payment transactions be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense in the period in which they become vested.  (See Note 12. Equity Incentive Plan.)

Recent Accounting Pronouncements

Recent Accounting Pronouncements


In June 2014, the Financial Accounting Standards Board released Accounting Standards Update No. 2014-10, which amended Topic 915 of the Accounting Standards Codification, Development Stage Entities, to eliminate the requirements to present inception-to-date information for the consolidated statement of operations, cash flows and stockholders' equity, along with certain other disclosures, which were historically required for development stage entities. This guidance is effective for annual reporting periods beginning after December 15, 2014 (for both public and nonpublic entities) and interim reporting periods beginning after December 15, 2014 for public entities and interim reporting periods beginning after December 15, 2015 for other entities.  In conjunction with its fiscal year ended December 31, 2013, the Company evaluated this amended guidance and elected to early adopt the amended guidance. The early adoption had no impact on the consolidated financial condition, results of operations or cash flows of the Company.


In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern, which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and provide related footnote disclosures. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. The standard allows for either a full retrospective or modified retrospective transition method. The Company does not expect this standard to have a material impact on the Company's consolidated financial statements upon adoption.


In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations and simplifies the current US GAAP requirements by reducing the number of consolidation models. The guidance is effective for fiscal years and interim reporting periods beginning on or after December 15, 2015. The Company does not expect this standard to have a material impact on its statements of operations, statements of cash flows or financial position.