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Delaware
|
| |
47-1214177
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(State or other jurisdiction of incorporation or organization)
|
| |
(I.R.S. Employer Identification No.)
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|
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One Grand Central Place, Suite 4600
New York, New York |
| |
10165
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
|
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The NASDAQ Stock Market LLC
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|
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Warrants, each to purchase one share of Common Stock
|
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The NASDAQ Stock Market LLC
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Units, each consisting of one share of Common Stock and one Warrant
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The NASDAQ Stock Market LLC
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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| (Do not check if a smaller reporting company) | | |
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Page
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PART I
|
| ||||||
| | | | 1 | | | |
| | | | 17 | | | |
| | | | 34 | | | |
| | | | 34 | | | |
| | | | 34 | | | |
| | | | 34 | | | |
PART II
|
| ||||||
| | | | 35 | | | |
| | | | 36 | | | |
| | | | 36 | | | |
| | | | 42 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
PART III
|
| ||||||
| | | | 44 | | | |
| | | | 51 | | | |
| | | | 55 | | | |
| | | | 56 | | | |
| | | | 59 | | | |
PART IV
|
| ||||||
| | | | 60 | | |
Project
|
| |
Inventors
|
| |
Title
|
| |
Number
|
| |
Date
|
|
PortIO
|
| |
Aklog and deGuzman
|
| |
“Intraosseous Infusion Ports and Methods of Use”
|
| |
Application #
|
| |
Filed
|
|
| US62/0.79.266 | | | 13-Nov-2014 | | ||||||||
| US14940889 | | | 13-Nov-2015 | | ||||||||
| PCT/US15/60669 | | | 13-Nov-2015 | | ||||||||
Caldus
|
| |
Aklog and deGuzman
|
| |
“Continuous Flow Balloon Catheter Systems and Methods of Use”
|
| |
Application #
|
| |
Filed
|
|
| 62/131.214 | | | 10-Mar-2015 | | ||||||||
| | |
Aklog and deGuzman
|
| |
“Continuous Flow Thermal Ablation Balloon Catheter Systems and Methods of Use”
|
| |
Application #
|
| |
Filed
|
|
| 62/131.217 | | | 10-Mar-2015 | | ||||||||
CarpX
|
| |
Aklog and deGuzman
|
| |
“Systems and Methods for Percutaneous Division of Fibrous Structures”
|
| |
Application #
|
| |
Filed
|
|
| 62/086.950 | | | 03-Dec-2014 | | ||||||||
NextCath
|
| |
Aklog and deGuzman
|
| |
“Self-Anchoring Catheters and Methods of Use”
|
| |
Application #
|
| |
Filed
|
|
| 62/085.838 | | | 01-Dec-2014 | | ||||||||
NextFlo
|
| |
Aklog, deGuzman, Glennon, Cronin and Barker
|
| |
“Systems and Methods for Infusion of Fluids Using Stored Potential Energy and a Variable Flow Resistor”
|
| |
U.S. Patent
|
| |
Issued
|
|
| 8,622,976(1) | | | 07-Jan-2014 | | ||||||||
| | |
Aklog, deGuzman, Glennon, Cronin and Barker
|
| |
“Systems and Methods for Infusion of Fluids Using Stored Potential Energy and a Variable Flow Resistor”
|
| |
U.S. Patent
|
| |
Issued
|
|
| 9,255,834(2) | | | 13-Oct-2015 | |
| | |
Year ended
December 31, 2015 |
| |
Period from
June 26, 2014 (inception) to December 31, 2014 |
| ||||||
Revenues
|
| | | $ | — | | | | | $ | — | | |
Operating expenses: | | | | | | | | | | | | | |
Formation and operating costs
|
| | | | 1,287,273 | | | | | | 263,239 | | |
Research and development costs
|
| | | | 489,327 | | | | | | 11,145 | | |
Total operating costs
|
| | | | 1,776,600 | | | | | | 274,384 | | |
Net loss
|
| | | $ | (1,776,600) | | | | | $ | (274,384) | | |
|
| | |
Year ended
December 31, 2015 |
| |
Period from
June 26, 2014 (inception) to December 31, 2014 |
| ||||||
Net cash provided by (used in): | | | | ||||||||||
Operating activities
|
| | | $ | (1,249,605) | | | | | $ | (30,135) | | |
Investing activities
|
| | | | — | | | | | | — | | |
Financing activities
|
| | | | 1,177,796 | | | | | | 869,212 | | |
Net (decrease) increase in cash
|
| | | $ | (71,809) | | | | | $ | 839,077 | | |
|
Name
|
| |
Age
|
| |
Position
|
|
Lishan Aklog, M.D. | | |
50
|
| | Chairman and Chief Executive Officer | |
Michael J. Glennon | | |
50
|
| | Vice Chairman and Director | |
Richard F. Fitzgerald | | |
52
|
| | Chief Financial Officer and Secretary | |
Brian J. deGuzman, M.D. | | |
52
|
| | Chief Medical Officer | |
Ira Scott Greenspan | | |
57
|
| | Senior Advisor and Director | |
James L. Cox, M.D. | | |
73
|
| | Director | |
Joshua R. Lamstein | | |
46
|
| | Director | |
Ronald M. Sparks | | |
61
|
| | Director | |
David Weild IV | | |
59
|
| | Director | |
Name and principal position
|
| |
Year
|
| |
Salary
|
| |
Equity
awards(1) |
| |
Non-equity
incentive plan compensation |
| |
All other
compensation |
| |
Total
|
| ||||||||||||||||||
Lishan Aklog, M.D.
Chairman & Chief Executive Officer |
| | | | 2015 | | | | | $ | 49,167(2)(3) | | | | | $ | —(5) | | | | | $ | —(7) | | | | | $ | 2,924(8) | | | | | $ | 52,091 | | |
| | | 2014 | | | | | $ | —(2) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | ||
Richard F. Fitzgerald
Chief Financial Officer |
| | | | 2015 | | | | | $ | 51,562(4) | | | | | $ | —(6) | | | | | | —(7) | | | | | | 7,860(9) | | | | | $ | 59,422 | | |
Michael J. Glennon
Vice Chairman |
| | | | 2015 | | | | | $ | — | | | | | $ | —(5) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | 2014 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | ||
Brian J. deGuzman
Chief Medical Officer |
| | | | 2015 | | | | | $ | — | | | | | $ | —(5) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | 2014 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Name
|
| |
Fees Earned(1)
|
| |
Option Awards
|
| |
All Other
Compensation |
| |
Totals
|
| ||||||||||||
Ira Scott Greenspan
|
| | |
|
—
|
| | | |
|
—
|
| | | | $ | 60,000(2) | | | | | $ | 60,000 | | |
Joshua R. Lamstein
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ronald M. Sparks
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James L. Cox, M.D.
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Weild IV
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name and Address of Beneficial Owner(1)
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent of Class
|
| ||||||
Lishan Aklog, M.D.
|
| | | | 8,222,412(2)(3) | | | | | | 67.1% | | |
Ira Scott Greenspan
|
| | | | 5,762,656(3)(9) | | | | | | 47.0% | | |
Joshua R. Lamstein
|
| | | | 83,617(4) | | | | | | * | | |
Richard Fitzgerald
|
| | | | 0 | | | | | | 0% | | |
Michael J. Glennon
|
| | | | 0(5) | | | | | | 0% | | |
Brian J. deGuzman, M.D.
|
| | | | 0(5) | | | | | | 0% | | |
Ronald M. Sparks
|
| | | | 0(6) | | | | | | 0% | | |
James L. Cox, M.D.
|
| | | | 0(7) | | | | | | 0% | | |
David Weild IV
|
| | | | 0(8) | | | | | | 0% | | |
HCFP/Capital Partners III LLC
|
| | | | 5,713,879 | | | | | | 46.6% | | |
Pavilion Venture Partners LLC
|
| | | | 2,508,532 | | | | | | 20.5% | | |
All directors and executive officers as a group (nine individuals)
|
| | | | 8,354,807(2)(3)(9) | | | | | | 68.2% | | |
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
Equity compensation plans approved by security holders
|
| | | | — | | | | | | — | | | | | | 1,951,081(1) | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | — | | | | | | — | | | | | | 1,951,081 | | |
Name
|
| |
Number of
Shares of Common Stock included in Units |
| |
Number of
Warrants included in Units |
| |
Relationship to Us
|
| ||||||
HCFP/Capital Partners III LLC
|
| | | | 55,745 | | | | | | 55,745 | | | | Affiliate of Drs. Aklog and deGuzman and Messrs. Glennon, Greenspan and Lamstein | |
Pavilion Venture Partners LLC
|
| | | | 83,618 | | | | | | 83,618 | | | | Affiliate of Drs. Aklog and deGuzman and Mr. Glennon | |
Ira Scott Greenspan
|
| | | | 27,873 | | | | | | 27,873 | | | | Senior Advisor and Director | |
Joshua R. Lamstein
|
| | | | 83,617 | | | | | | 83,617 | | | | Director | |
Fee Category
|
| |
Year ended
December 31, 2015 |
| |
Period from
June 26, 2014 (inception) to December 31, 2014 |
| ||||||
Audit Fees(1)
|
| | | $ | 106,250 | | | | | $ | 51,680 | | |
Audit-Related Fees
|
| | | | | | | | | | | | |
Tax Fees
|
| | | ||||||||||
All Other Fees
|
| | | | | | | | | | | | |
Total Fees
|
| | | $ | 106,250 | | | | | $ | 51,680 | | |
|
Exhibit No.
|
| |
Description
|
|
1.1 | | | Form of Selling Agent Agreement.* | |
3.1 | | | Certificate of Incorporation.* | |
3.2 | | | Certificate of Amendment to Certificate of Incorporation.* | |
3.3 | | | Bylaws.* | |
4.1 | | | Specimen Unit Certificate.* | |
4.2 | | | Specimen Common Stock Certificate.* | |
4.3 | | | Specimen Warrant Certificate.* | |
4.4 | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
4.5 | | | 2014 Long-Term Equity Incentive Plan.* | |
4.6 | | | Form of Unit Purchase Option.* | |
10.1 | | | Patent Option Agreement.* | |
10.2.1 | | | Employment Agreement between PAVmed and Dr. Aklog.* | |
10.2.2 | | | Amendment to Employment Agreement between PAVmed and Dr. Aklog.* | |
10.2.3 | | | Second Amendment to Employment Agreement between PAVmed and Dr. Aklog.* | |
10.3.1 | | | Form of Subscription Agreement (July 2014).* | |
10.3.2 | | | Form of Subscription Agreement (November 2014).* | |
10.4.1 | | | Form of Letter Agreement with HCFP Capital Partners III LLC.* | |
10.4.2 | | | Form of Letter Agreement with Pavilion Venture Partners LLC.* | |
10.5.1 | | | Letter agreement regarding corporate opportunities executed by Dr. Lishan Aklog.* | |
10.5.2 | | | Letter agreement regarding corporate opportunities executed by Michael Glennon.* | |
10.5.3 | | | Letter agreement regarding corporate opportunities executed by Dr. Brian deGuzman.* | |
10.6 | | | Management services agreement between PAVmed and HCP/Advisors LLC.* | |
10.7 | | | Form of Management services agreement between PAVmed and Pavilion Holdings Group.* | |
Exhibit No.
|
| |
Description
|
|
10.8 | | | Employment Agreement between PAVmed and Richard Fitzgerald.* | |
14 | | | Form of Code of Ethics.* | |
31.1 | | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | | | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | | | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | | | Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| | | | PAVMed Inc. | | |||
| April 11, 2016 | | | By: | | |
/s/ Richard F. Fitzgerald
Richard F. Fitzgerald
Chief Financial Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Lishan Aklog, M.D.
Lishan Aklog, M.D.
|
| |
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer) |
| |
April 11, 2016
|
|
|
/s/ Richard F. Fitzgerald
Richard F. Fitzgerald
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
April 11, 2016
|
|
|
/s/ James L. Cox, M.D.
James L. Cox, M.D.
|
| |
Director
|
| |
April 11, 2016
|
|
|
/s/ Ira S. Greenspan
Ira S. Greenspan
|
| |
Director
|
| |
April 11, 2016
|
|
|
/s/ Joshua R. Lamstein
Joshua R. Lamstein
|
| |
Director
|
| |
April 11, 2016
|
|
|
/s/ Ronald M. Sparks
Ronald M. Sparks
|
| |
Director
|
| |
April 11, 2016
|
|
|
/s/ David Weild IV
David Weild IV
|
| |
Director
|
| |
April 11, 2016
|
|
| | |
Page
|
| |||
Consolidated Financial Statements | | | |||||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
December 31,
|
| |||||||||
| | |
2015
|
| |
2014
|
| ||||||
ASSETS
|
| ||||||||||||
Current Assets | | | | ||||||||||
Cash
|
| | | $ | 767,268 | | | | | $ | 839,077 | | |
Prepaid expenses and other current assets
|
| | | | 8,761 | | | | | | 3,000 | | |
Total Current Assets
|
| | | | 776,029 | | | | | | 842,077 | | |
Deferred offering costs
|
| | | | 438,061 | | | | | | — | | |
Total Assets
|
| | | $ | 1,214,090 | | | | | $ | 842,077 | | |
Liabilities and Stockholders’ Equity
|
| ||||||||||||
Current Liabilities: | | | | ||||||||||
Accounts payable
|
| | | $ | 165,321 | | | | | $ | 14,749 | | |
Accrued expenses
|
| | | | 414,851 | | | | | | 32,500 | | |
Total Current Liabilities
|
| | | | 580,172 | | | | | | 47,249 | | |
Commitment and Contingencies (Note 5) | | | | ||||||||||
Stockholders’ Equity: | | | | ||||||||||
Preferred stock, par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2015 and 2014
|
| | | | — | | | | | | — | | |
Common stock, par value $0.001; 50,000,000 shares authorized; 12,250,000 and 10,856,371 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
| | | | 12,250 | | | | | | 10,856 | | |
Additional paid-in capital
|
| | | | 2,672,652 | | | | | | 1,058,356 | | |
Accumulated deficit
|
| | | | (2,050,984) | | | | | | (274,384) | | |
Total Stockholders’ Equity
|
| | | | 633,918 | | | | | | 794,828 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 1,214,090 | | | | | $ | 842,077 | | |
|
| | |
Year ended
December 31, 2015 |
| |
Period from
June 26, 2014 (inception) to December 31, 2014 |
| ||||||
Revenues
|
| | | $ | — | | | | | $ | — | | |
Formation and operating costs
|
| | | | 1,287,273 | | | | | | 263,239 | | |
Research and development costs
|
| | | | 489,327 | | | | | | 11,145 | | |
Operating expenses
|
| | | | 1,776,600 | | | | | | 274,384 | | |
Net loss
|
| | | $ | (1,776,600) | | | | | $ | (274,384) | | |
Net loss per common share – basic and diluted
|
| | | $ | (0.16) | | | | | $ | (0.03) | | |
Weighted average common shares – basic and diluted
|
| | | | 11,278,755 | | | | | | 8,618,278 | | |
| | |
Common Stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
stockholders’ equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Par Value
|
| ||||||||||||||||||||||||
Balance at June 26, 2014 (date of inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Common shares and 8,083,049 warrants issued to founders
|
| | | | 8,083,049 | | | | | | 8,083 | | | | | | (4,871) | | | | | | — | | | | | | 3,212 | | |
Units consisting of one share of common stock and one warrant issued to initial stockholders, net of offering costs of $7,500
|
| | | | 418,089 | | | | | | 418 | | | | | | 67,082 | | | | | | — | | | | | | 67,500 | | |
Units consisting of one share of common stock and
one warrant issued to investors, net of offering costs of $46,500 |
| | | | 2,355,233 | | | | | | 2,355 | | | | | | 796,145 | | | | | | | | | | | | 798,500 | | |
Value of contributed services of Chief Executive Officer and Chief Financial Officer
|
| | | | — | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | 200,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (274,384) | | | | | | (274,384) | | |
Balance at December 31, 2014
|
| | | | 10,856,371 | | | | | | 10,856 | | | | | | 1,058,356 | | | | | | (274,384) | | | | | | 794,828 | | |
Warrants issued for legal services
|
| | | | | | | | | | | | | | | | 272,357 | | | | | | | | | | | | 272,357 | | |
Common stock issued upon exercise of warrants
|
| | | | 1,393,629 | | | | | | 1,394 | | | | | | 1,248,606 | | | | | | | | | | | | 1,250,000 | | |
Value of contributed services of Chief Executive Officer and former Chief Financial Officer
|
| | | | — | | | | | | — | | | | | | 333,333 | | | | | | — | | | | | | 333,333 | | |
Chief Executive Officer contributed services deemed payable
|
| | | | — | | | | | | — | | | | | | (240,000) | | | | | | — | | | | | | (240,000) | | |
Net loss
|
| | | | | | | | | | | | | | | | | | | | | | (1,776,600) | | | | | | (1,776,600) | | |
Balance at December 31, 2015
|
| | | | 12,250,000 | | | | | $ | 12,250 | | | | | $ | 2,672,652 | | | | | $ | (2,050,984) | | | | | $ | 633,918 | | |
|
| | |
Year ended
December 31, 2015 |
| |
Period from
June 26, 2014 (inception) to December 31, 2014 |
| ||||||
Cash flows from operating activities: | | | | ||||||||||
Net loss
|
| | | $ | (1,776,600) | | | | | $ | (274,384) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | ||||||||||
Expense attributable to contributed services
|
| | | | 133,333 | | | | | | 200,000 | | |
Changes in operating assets and liabilities:
|
| | | ||||||||||
Prepaid expenses and other current assets
|
| | | | (5,761) | | | | | | (3,000) | | |
Accounts payable
|
| | | | 100,572 | | | | | | 47,249 | | |
Accrued expenses
|
| | | | 298,851 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (1,249,605) | | | | | | (30,135) | | |
Cash flows from financing activities: | | | | ||||||||||
Proceeds from the sale of common stock and warrants
|
| | | | — | | | | | | 923,212 | | |
Payments of offering costs
|
| | | | — | | | | | | (54,000) | | |
Payment of deferred offering costs
|
| | | | (72,204) | | | | | | — | | |
Proceeds from common stock upon exercise of warrants
|
| | | | 1,250,000 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 1,177,796 | | | | | | 869,212 | | |
Net (decrease) increase in cash
|
| | | | (71,809) | | | | | | 839,077 | | |
Cash, beginning of period
|
| | | | 839,077 | | | | | | — | | |
Cash, end of period
|
| | | $ | 767,268 | | | | | $ | 839,077 | | |
Supplemental disclosures of non-cash financing activities: | | | | ||||||||||
Deferred offering costs
|
| | | $ | 365,857 | | | | | $ | — | | |
|
| | |
Year ended
December 31, 2015 |
| |
June 26
(inception) to December 31, 2014 |
| ||||||
Net loss
|
| | | $ | (1,776,600) | | | | | $ | (274,384) | | |
Basic and diluted loss per share
|
| | | $ | (0.16) | | | | | $ | (0.03) | | |
Weighted average common shares outstanding: | | | | ||||||||||
Basic and diluted
|
| | | | 11,278,755 | | | | | | 8,618,278 | | |
| | |
December 31,
2015 |
| |
December 31,
2014 |
| ||||||
Chief Executive Officer contributed services deemed payable
|
| | | $ | 240,000 | | | | | $ | — | | |
Bonus payable
|
| | | | 124,583 | | | | | | — | | |
Accrued professional fees
|
| | | | 36,000 | | | | | | 26,500 | | |
Accrued expenses
|
| | | | 8,389 | | | | | | 6,000 | | |
Accrued vacation payable
|
| | | | 5,879 | | | | | | — | | |
Total accrued expenses
|
| | | $ | 414,851 | | | | | $ | 32,500 | | |
|
| | |
Year ended
December 31, 2015 |
| |
Period from
June 26, 2014 (inception) through December 31, 2014 |
| ||||||
Current: | | | | ||||||||||
Federal, state and local
|
| | | $ | — | | | | | $ | — | | |
Deferred: | | | | ||||||||||
Federal
|
| | | | (573,065) | | | | | | (26,034) | | |
State and local
|
| | | | (169,758) | | | | | | (4,017) | | |
| | | | | (742,823) | | | | | | (30,051) | | |
R&D credit carryforward
|
| | | | (20,674) | | | | | | — | | |
Less: Valuation allowance
|
| | | | 763,497 | | | | | | 30,051 | | |
| | | | $ | — | | | | | $ | — | | |
|
| | |
December 31,
|
| |||||||||
| | |
2015
|
| |
2014
|
| ||||||
U.S. statutory rate
|
| | | | (35.0)% | | | | | | (35.0)% | | |
State income taxes (net of federal benefit)
|
| | | | (10.4)% | | | | | | (5.8)% | | |
Permanent differences
|
| | | | 3.6% | | | | | | 8.5% | | |
Tax credits
|
| | | | (1.2)% | | | | | | (1.2)% | | |
Valuation allowance
|
| | | | 43.0% | | | | | | 33.5% | | |
Effective income tax rate
|
| | | | 0.0% | | | | | | 0.0% | | |
|
| | |
December 31,
|
| |||||||||
| | |
2015
|
| |
2014
|
| ||||||
Noncurrent deferred tax assets: | | | | ||||||||||
Net operating loss
|
| | | $ | 568,721 | | | | | $ | 4,553 | | |
Deferred compensation
|
| | | | 165,404 | | | | | | — | | |
Section 195 deferral-start-up costs
|
| | | | 38,749 | | | | | | 25,498 | | |
Tax credit carryforwards
|
| | | | 20,674 | | | | | | — | | |
Valuation allowance
|
| | | | (793,548) | | | | | | (30,051) | | |
| | | | $ | — | | | | | $ | — | | |
|
| | |
Warrants
|
| |
Weighted-Average
Exercise Price |
| ||||||
Balance, June 26, 2014 (inception)
|
| | | | — | | | | | $ | — | | |
Granted
|
| | | | 11,483,504 | | | | | $ | 0.90 | | |
Contributed back to the Company
|
| | | | (627,133) | | | | | $ | 0.90 | | |
Balance, December 31, 2014
|
| | | | 10,856,371 | | | | | $ | 0.90 | | |
Granted
|
| | | | 97,554 | | | | | $ | 0.90 | | |
Exercised
|
| | | | (1,393,629) | | | | | $ | 0.90 | | |
Balance, December 31, 2015
|
| | | | 9,560,296 | | | | | $ | 0.90 | | |
|
| | |
2015
|
||||||||||||||||||||||||||
| | |
First
Quarter |
| |
Second
Quarter |
| |
Third
Quarter |
| |
Fourth
Quarter |
| |
Total
|
||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — |
Formation and operating costs
|
| | | | 130,337 | | | | | | 293,158 | | | | | | 274,371 | | | | | | 589,407 | | | | | | 1,287,273 |
Research and development costs
|
| | | | 16,000 | | | | | | 67,450 | | | | | | 264,532 | | | | | | 141,345 | | | | | | 489,327 |
Total operating expenses
|
| | | | 146,337 | | | | | | 360,608 | | | | | | 538,903 | | | | | | 730,752 | | | | | | 1,776,600 |
Loss from operations
|
| | | | (146,337) | | | | | | (360,608) | | | | | | (538,903) | | | | | | (730,752) | | | | | | (1,776,600) |
Net loss
|
| | | | (146,337) | | | | | | (360,608) | | | | | | (538,903) | | | | | | (730,752) | | | | | | (1,776,600) |
Basic and diluted net loss per common share(2)
|
| | | $ | (0.01) | | | | | $ | (0.03) | | | | | $ | (0.05) | | | | | $ | (0.06) | | | | | $ | (0.16) |
| | |
2014
|
| |||||||||||||||||||||||||||
| | |
First
Quarter(1) |
| |
Second
Quarter |
| |
Third
Quarter |
| |
Fourth
Quarter |
| |
Total
|
| |||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Formation and operating costs
|
| | | | — | | | | | | 5,477 | | | | | | 101,135 | | | | | | 156,627 | | | | | | 263,239 | | |
Research and development costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,145 | | | | | | 11,145 | | |
Total operating expenses
|
| | | | — | | | | | | 5,477 | | | | | | 101,135 | | | | | | 167,772 | | | | | | 274,384 | | |
Loss from operations
|
| | | | — | | | | | | (5,477) | | | | | | (101,135) | | | | | | (167,772) | | | | | | (274,384) | | |
Net loss
|
| | | | — | | | | | | (5,477) | | | | | | (101,135) | | | | | | (167,772) | | | | | | (274,384) | | |
Basic and diluted net loss per common share(2)
|
| | | | — | | | | | $ | (0.00) | | | | | $ | (0.01) | | | | | $ | (0.02) | | | | | $ | (0.03) | | |
| /s/ Lishan Aklog, M.D. | |
| Lishan Aklog, Chief Executive Officer (Principal Executive Officer) |
|
| /s/ Richard F. Fitzgerald | |
| Richard F. Fitzgerald, Chief Financial Officer (Principal Financial and Accounting Officer) |
|
| /s/ Lishan Aklog, M.D. | |
| Lishan Aklog, Chief Executive Officer (Principal Executive Officer) |
|
| /s/ Richard F. Fitzgerald | |
| Richard F. Fitzgerald, Chief Financial Officer (Principal Financial and Accounting Officer) |
|