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Stockholders' Equity
9 Months Ended
Sep. 30, 2015
Stockholders' Deficit [Abstract]  
Stockholders' Deficit

Note 7.  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 86,026,371 were issued and outstanding at September 30, 2015 and 71,400,000 shares were issued and 68,000,000 shares outstanding at December 31, 2014.  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. 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.


Stock Grants


On March 10, 2015, the Company adopted an independent director compensation policy and also adopted 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 payable with respect to the nine months ended September 30, 2015, the Company issued to its three independent directors, special advisor and five advisory board members an aggregate of 26,371 shares of Company common stock (7,248 shares as of March 31, 2015, 5,884 shares as of June 30, 2015 and 13,239 shares as of September 30, 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 and $8.50 per share with respect to the quarters ended June and September 30, 2015).


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.


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, the holder of the Bridge Note and an investor relations consulting firm who was retained at the time of the Merger (the “IR Firm“) and received 250,000 shares (the “IR Firm Shares”) of the Company common stock for agreeing to provide certain investor relations services, 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, (d) the IR Firm Shares and (e) 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. Under the Registration Rights Agreement, the Company is required to use commercially reasonable efforts to ensure that the Registration Statement is declared effective within 180 calendar days of filing with the SEC. If the Company is late in filing the Registration Statement or if the Registration Statement is not declared effective within 180 days of its filing with the SEC, liquidated damages payable in cash by the post-Merger Parent to the holders of the PPO Shares and Bridge Note Conversion Shares (collectively, the “PPO/Bridge Note Conversion Registrable Shares) that have not been so registered will commence to accrue at a rate equal to $0.01 per Conversion Share and $0.025 per PPO Share for each full month that (i) the Company is late in filing the Registration Statement or (ii) the Registration Statement is late in being declared effective by the SEC; provided, however, that in no event shall the aggregate of any such per share liquidated damages exceed $0.08 per Conversion Share and $0.20 per PPO Share (the “Registration Rights Agreement Liquidated Damages”).  The required filing date of the Registration Statement to avoid the imposition of such 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.