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Document and Entity Information

v2.4.0.8
Document and Entity Information
3 Months Ended
Mar. 31, 2015
Document And Entity Information  
Entity Registrant Name Bone Biologics, Corp.
Entity Central Index Key 0001419554
Document Type S-1
Document Period End Date Mar. 31, 2015
Amendment Flag true
Amendment description Amendment No. 2
Current Fiscal Year End Date --12-31
Entity Filer Category Smaller Reporting Company

Condensed Consolidated Balance Sheets

v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Current assets      
Cash $ 2,169,078 $ 2,661,396 $ 1,538
Prepaid expenses 89,100 89,517 10,767
Deferred transaction costs      75,000
Deferred financing fees 871,251 983,857   
Other receivable - related party 75,000 75,000   
Total current assets 3,204,429 3,809,770 87,305
Property and equipment, net 11,554 11,621 0
Total assets 3,215,983 3,821,391 87,305
Current liabilities      
Accounts payable and accrued expenses 375,518 215,389 1,525,604
Advances due to related party      41,300
Notes payable to related party 3,659,328 3,659,328 3,947,817
Notes payable, net of debt discount      180,690
Total current liabilities 4,034,846 3,874,717 5,695,411
Notes payable, net of debt discount 3,764,736 3,645,194   
Total liabilities 7,799,582 7,519,911 5,695,411
Commitments and Contingencies         
Stockholders' deficit      
Preferred stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at March 31,2015, December 31, 2014 and December 31, 2013         
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 24,269,047 and 10,928,099 shares issued and outstanding at March 31 ,2015, December 31, 2014 and December 31, 2013 24,269 24,269 10,928
Additional paid-in capital 9,071,868 8,315,128 1,994,470
Accumulated deficit (13,679,736) (12,037,917) (7,613,504)
Total stockholders' deficit (4,583,599) (3,698,520) (5,608,106)
Total liabilities and stockholders' deficit $ 3,215,983 $ 3,821,391 $ 87,305

Condensed Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]      
Preferred stock, no par value $ 0.001 $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000 20,000,000
Preferred stock, shares issued         
Preferred stock, shares outstanding         
Common stock, par value $ 0.001 $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000 100,000,000
Common stock, shares issued 24,269,047 24,269,047 10,928,099
Common stock, shares outstanding 24,269,047 24,269,047 10,928,099

Condensed Consolidated Statements of Operations (Unaudited)

v2.4.0.8
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]        
Revenues            
Cost of revenues            
Gross profit            
Operating expenses        
Research and development 188,288 49,654 623,522 188,236
General and administrative 735,132 124,111 1,509,306 483,749
Transaction costs     877,776   
Total operating expenses 923,420 173,765 3,010,604 671,985
Loss from operations (923,420) (173,765) (3,010,604) (671,985)
Other expenses        
Other expense    (1,484) (9,624)   
Interest expense, net (716,799) (147,598) (1,402,585) (409,419)
Total other expenses (716,799) (149,082) (1,412,209) (409,419)
Loss before provision for income taxes (1,640,219) (322,847) (4,422,813) (1,081,404)
Provision for income taxes 1,600 800 1,600 800
Net loss $ (1,641,819) $ (323,647) $ (4,424,413) $ (1,082,204)
Weighted average shares outstanding - basic and diluted 24,269,047 10,928,099 14,952,205 10,928,099
Loss per share - basic and diluted $ (0.07) $ (0.03) $ (0.3) $ (0.1)

Consolidated Statements of Stockholders' Deficit

v2.4.0.8
Consolidated Statements of Stockholders' Deficit (USD $)
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Dec. 31, 2012 $ 10,928 $ 1,844,103 $ (6,531,301) $ (4,676,270)
Balance, shares at Dec. 31, 2012 10,928,099      
Warrants issued in connection with Bridge Notes    150,367    150,367
Net Loss       (1,082,203) (1,082,204)
Balance at Dec. 31, 2013 10,928 1,994,470 (7,613,504) (5,608,106)
Balance, shares at Dec. 31, 2013 10,928,099      
Warrants issued in connection with Notes Payable    2,312,755    2,312,755
Issuance of common stock, net of issuance costs 500 479,500    480,000
Issuance of common stock, net of issuance costs, shares 500,000      
Shares issued to existing AFH Acquisition X, Inc. shareholders 3,854 (3,854)      
Shares issued to existing AFH Acquisition X, Inc. shareholders, shares 3,853,600      
Debt converted into common shares 2,658 2,488,350    2,491,008
Debt converted into common shares, shares 2,658,234      
Warrants issued for Services    787,266    787,266
Stock Compensation    256,641    256,641
Common shares issued for collateral on note payable 6,329     6,329
Common shares issued for collateral on note payable, shares 6,329,114      
Net Loss       (4,424,413) (4,424,413)
Balance at Dec. 31, 2014 $ 24,269 $ 8,315,128 $ (12,037,917) $ (3,698,520)
Balance, shares at Dec. 31, 2014 24,269,047      

Condensed Consolidated Statements of Cash Flows (Unaudited)

v2.4.0.8
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Operating activities        
Net loss $ (1,641,819) $ (323,647) $ (4,424,413) $ (1,082,204)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation 571 0 280 0
Accrued interest expense 76,694 100,292 318,215 340,268
Amortization of deferred financing costs 476,105    60,398   
Debt discount amortization 119,542 47,306 437,115 67,104
Warrants issued with Line of Credit     520,487   
Stock-based compensation 68,706    256,642   
Warrants issued to consultants 324,532    379,349   
Loss on sale of marketable securities    1,484 9,624   
Transaction costs financed through notes payable     590,000   
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets 417 (2,950) (78,750) (10,767)
Deferred financing costs     (543,401) 4,717
Other receivables - related party     (75,000)   
Advances due to related party    89,441 (41,300) 41,300
Accounts payable and accrued expenses 83,438 85,058 (164,864) 114,217
Net cash (used in) operating activities (491,814) (3,016) (2,755,618) (525,365)
Investing activities        
Purchase of property and equipment (504)    (11,901)   
Proceeds from sale of marketable securities    18,820 37,377   
Net cash provided by (used in) investing activities (504) 18,820 25,476   
Financing activities        
Proceeds from the issuance of common stock     480,000   
Repayment of debt     (590,000)   
Proceeds from issuance of notes payable - related party     553,371 524,533
Repayment of notes payable - related party     (303,371)   
Proceeds from issuance of notes payable     5,250,000   
Net cash provided by financing activities     5,390,000 524,533
Net increase (decrease) in cash (492,318) 15,804 2,659,858 (832)
Cash, beginning of period 2,661,396 1,538 1,538 2,370
Cash, end of period 2,169,078 17,342 2,661,396 1,538
Supplemental non-cash information        
Note payable received in the form of investments    50,000    
Conversion of notes payable and accrued interest        129,717
Accrued transaction costs        2,047
Issuance of warrants in connection with Notes Payable, net of amortization included above     248,744 150,367
Issuance of warrants in payment of financing fees     21,738   
Interest paid 106,250    72,014   
Taxes paid $ 1,600 $ 800 $ 248,744 $ 800

The Company

v2.4.0.8
The Company
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
The Company

1. The Company

 

Bone Biologics, Corp. (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and between the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc., Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics remaining as the surviving corporation in the Merger. Upon the consummation of the Merger, the separate existence of Merger Sub ceased. On September 22, 2014 the Company officially changed its name to “Bone Biologics, Corp.” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly-owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on March 9, 2004.

 

Bone is a biotechnology company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as UCB-1 (or “Nell-1”). The Nell-1 protein is an osteoinductive recombinant protein that provides target specific control over bone regeneration. The protein has been licensed exclusively for worldwide applications to Bone Biologics through a technology transfer from the University of California, Los Angeles (“UCLA”). Bone Biologics received guidance from the United States Food and Drug Administration (“FDA”) that Nell-1 will be classified as a combination product with a device lead.

 

The Company is a development stage entity. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

 

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.

 

Recapitalization

 

In connection with the Merger, the 5,000,000 outstanding shares of Common Stock of the Company prior to the Merger were consolidated into 3,853,600 shares of Common Stock and the remaining shares were cancelled.

 

Additionally, all of the issued and outstanding shares of Bone Biologics Inc.’s $0.0001 par value common stock converted into a combined total of 19,897,587 shares of the Company’s Common Stock (including 2,151,926 shares issuable upon the exercise of outstanding warrants and 5,648,658 shares issuable upon the conversion of debt). In exchange, Bone Biologics agreed to pay AFH the principal sum of $590,000.

 

Going Concern and Liquidity

 

The Company has no significant operating history and, from March 9, 2004 (inception) to March 31, 2015, has generated a net loss of approximately $13 million. The Company will continue to incur significant expenses for development activities for their lead product Nell-1. Operating expenditures for the next twelve months are estimated at $4.6 million. The accompanying condensed consolidated financial statements for the three months ended March 31, 2015, have been prepared assuming the Company will continue as a going concern. In connection with the LOI (See Note 5), management intends to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs.

 

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

1.  The Company

 

Bone Biologics, Corp. (“Bone” or the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the Merger. Upon the consummation of the Merger, the separate existence of Merger Sub ceased. On September 22, 2014 the Company officially changed its name to “Bone Biologics, Corp.” to more accurately reflect the nature of its business, and Bone Biologics, Inc. became a wholly-owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on March 9, 2004.

 

Bone is a biotechnology company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as UCB-1 (or “Nell-1”). The Nell-1 protein is an osteoinductive recombinant protein that provides target specific control over bone regeneration. The protein has been licensed exclusively for worldwide applications to Bone Biologics through a technology transfer from the University of California, Los Angeles (“UCLA”). Bone Biologics recently received guidance from the United States Food and Drug Administration (“FDA”) that Nell-1 will be classified as a combination product with a device lead.

 

The Company is a development stage entity. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

 

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.

 

Recapitalization

 

In connection with the Merger described above, the 5,000,000 outstanding shares of Common Stock of the Company prior to the Merger were consolidated into 3,853,600 shares of Common Stock and the remaining shares were cancelled.

 

Additionally, all of the issued and outstanding shares of Bone Biologics Inc.’s $0.0001 par value common stock converted into a combined total of 19,897,587 shares of the Company’s Common Stock (including 2,151,926 shares issuable upon the exercise of outstanding warrants and 5,648,658 shares issuable upon the conversion of debt). In exchange, Bone Biologics agreed to pay AFH Holding & Advisory, LLC (“AFH”) the principal sum of $590,000.

 

Going Concern and Liquidity

 

The Company has no significant operating history and, from March 9, 2004 (inception) to December 31, 2014, has generated a net loss of approximately $12 million. The Company will continue to incur significant expenses for development activities for their lead product Nell-1. Operating expenditures for the next twelve months are estimated at $3.6 million. The accompanying consolidated financial statements for the year ended December 31, 2014, have been prepared assuming the Company will continue as a going concern. In connection with the LOI (see Note 4), management intends to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs.

 

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Summary of Significant Accounting Policies

v2.4.0.8
Summary of Significant Accounting Policies
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Accounting Policies [Abstract]    
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2014. The results of the three month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements and related notes included activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Use of Estimates

 

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make certain 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 expenses during the reporting period. Significant estimates include warrants and income tax valuation allowances. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company’s consolidated financial instruments are accounts payable and notes payable. The recorded values of accounts payable approximate their values based on their short term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant.

 

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable:

 

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 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

 

Impairment of Long-Lived Assets

 

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the three months ended March 31, 2015.

 

Research and Development Costs

 

Research and development costs include, but are not limited to, patents and license expenses, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred.

 

Patents and Licenses

 

In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the Nell-1 protein through a technology transfer. See Note 5 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of Nell -1, which was de minimus, and costs to file patent applications related to Nell-1.

 

The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed.

 

Deferred Financing Costs

 

Deferred financing costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Deferred financing costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while deferred financing costs from equity financings are netted against the gross proceeds received from the equity financings.

 

As a result, the deferred financing cost as of December 31, 2014 was $983,857. During the three months period ended March 31, 2015, the Company did not incur nor capitalized related cost due to financing. As of March 31, 2015, the deferred financing cost was $871,251. Amortization of deferred financing costs was $476,105 and $-0- for the three months ended March 31, 2015 and 2014, respectively.

 

Other receivables – related party

 

Other receivables – related party represent a receivable from AFH Holding & Advisory, LLC, a shareholder, for fees paid on their behalf for legal services. There are no established repayment terms.

 

Concentration of Credit Risk and Other Risks and Uncertainties

 

Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. As of January 1, 2013, federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash balances exceed federally insured limits.

 

Stock Based Compensation

 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes.

 

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

 

The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at March 31, 2015 and December 31, 2014.

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of March 31, 2015 and December 31, 2014.

 

Loss per Common Share

 

The Company utilizes FASB ASC Topic No. 260, Earnings per Share. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

 

Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share.

 

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2015 and 2014:

 

    March 31,  
    2015     2014  
Warrants     7,722,501       634,300  
Stock options     757,977        
Convertible promissory notes     6,988,354       5,520,528  
      15,468,832       6,154,828  

 

New Accounting Standards

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and doesn’t expect any impact of adopting this guidance.

 

In June 2014, the FASB issued ASU 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." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40),” which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending December 31, 2014.

 

In April 2015, the FASB issued ASU 2015-3, "Interest - Imputation of Interest (Subtopic 835-30)," related to the presentation of debt issuance costs. This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption is required. We will adopt this pronouncement for our year beginning January 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements and related notes include activities of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Use of Estimates

 

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain 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 expenses during the reporting period. Significant estimates include warrants, stock options and income tax valuation allowances. Actual results could differ from those estimates.

 

Principles of consolidation

 

The consolidated financial statements include the accounts of the Company (and its wholly-owned subsidiary, Bone Biologics, Inc.). All significant intercompany transactions have been eliminated.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments are accounts receivable, accounts payable, and notes payable. The recorded values of accounts receivable and accounts payable approximate their values based on their short term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant.

 

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable:

 

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 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock.

  

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

 

Impairment of Long-Lived Assets

 

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the year ended December 31, 2014.

 

Research and Development Costs

 

Research and development costs include, but are not limited to, patents and license expenses, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred.

 

Patents and Licenses

 

In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the Nell-1 protein through a technology transfer. See Note 4 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of Nell -1, which was de minimus, and costs to file patent applications related to Nell-1.

 

Bone expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed.

 

Deferred Financing and Transaction Costs

 

Deferred financing costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Deferred financing costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while deferred financing costs from equity financings are netted against the gross proceeds received from the equity financings.

 

During the year ended December 31, 2014, the Company capitalized deferred financing costs of $401,118 in connection with the Extra Warrants issued to AFH (See Note 4) and $617,018 related to issuance of notes payable. Amortization of deferred financing costs was $60,398 and $-0- for the years ended December 31, 2014 and 2013, respectively.

 

Deferred transaction costs represent fees associated with the merger. All costs have been expensed as of the merger date.

 

Other receivables – related party

 

Other receivables – related party represent a receivable from AFH Holding & Advisory, a shareholder, for fees paid on their behalf for legal services.

 

Concentration of Credit Risk and Other Risks and Uncertainties

 

Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. As of January 1, 2013, federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash and cash equivalent bank balances exceed federally insured limits.

 

Stock Based Compensation

 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes.

 

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

 

The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2014 and 2013.

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2014 and 2013.

 

Loss per Common Share

 

The Company utilizes FASB ASC Topic No. 260, Earnings per Share. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

 

Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share.

 

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2014 and 2013:

 

    December 31,  
    2014     2013  
Warrants     7,023,464       634,300  
Stock options     757,977        
Convertible promissory notes     6,911,659       5,095,427  
      14,693,100       5,729,727  

 

New Accounting Standards

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and doesn’t expect any impact of adopting this guidance.

 

In June 2014, the FASB issued ASU 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.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the year ending December 31, 2014.

Property and Equipment

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Property and Equipment
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Abstract]    
Property and Equipment

3. Property and Equipment

 

Property and equipment consist of the following at:

 

    March 31, 2015     December 31, 2014  
             
Furniture and equipment   $ 12,405     $ 11,901  
Less accumulated depreciation     (851 )     (280 )
    $ 11,554     $ 11,621  

 

Depreciation expense for the three months ended March 31, 2015 and 2014 was $571 and $-0-, respectively.

3. Property and Equipment

 

Property and equipment consist of the following at:

 

    December 31, 2014     December 31, 2013  
             
Furniture and equipment   $ 11,901     $ -  
Less accumulated depreciation     (280 )     -  
    $ 11,621     $ -  

 

Depreciation expense for the years December 31, 2014 and 2013 was $280 and $-0-, respectively.

Accounts Payable and Accrued Expenses

v2.4.0.8
Accounts Payable and Accrued Expenses
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Payables and Accruals [Abstract]    
Accounts Payable and Accrued Expenses

4. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following:

 

    March 31, 2015     December 31, 2014  
             
Interest expense   $ 164,469     $ 87,774  
Accounts payable     200,019       119,776  
Payroll liabilities     11,030       7,839  
    $ 375,518     $ 215,389  

4. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following:

 

    December 31, 2014     December 31, 2013  
             
Interest expense   $ 87,774     $ 1,158,465  
Professional services     119,776       114,849  
Patents     -       85,412  
Deferred compensation     -       90,199  
Transaction costs     -       75,000  
Payroll liabilities     7,839       1,679  
    $ 215,389     $ 1,525,604  

Commitments and Contingencies

v2.4.0.8
Commitments and Contingencies
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]    
Commitments and Contingencies

5. Commitments and Contingencies

 

Letter of Intent

 

In August of 2012, Bone Biologics, Inc., along with its then majority owner and debt holder, MTF, entered into a Letter of Intent (“LOI”) with AFH to consummate a business combination through a share exchange, reverse merger, or other similar transactions resulting in the Company becoming a public entity (“the Transaction”). In August, 2013, the LOI was amended and restated, and on May 7, 2014, the LOI was again amended and restated. The Amended and Restated Letter of Intent dated May 7, 2014 (the “Amended LOI”) contemplates and defines the following events:

 

Consummation of Bridge Financings (“Closing I”)

 

In April 2013 and September 2013, the Company’s Board approved the Company to borrow up to an aggregate principal amount of $300,000 (the “April Bridge Financing”) and $250,000 (the “September Bridge Financing”) pursuant to the sale and issuance of convertible promissory notes and warrants to purchase common stock of the Company (collectively, the “Bridge Financings”). The note accrues interest at a rate of 12% per year and is payable each quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount at $1.00 per share was issued to each Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. On April 29, 2013 and on June 5, 2013, the Company borrowed $100,000 from MTF and $100,000 from Orthofix, Corp., respectively, under the April Bridge Financing. In September 2013, the Company borrowed $50,000 from AFH under the April Bridge Financing. In October 2013, the Company borrowed an additional $150,000 from Orthofix under the September Bridge Financing.

 

Consummation of Business Combination (“Closing II”)

 

Under the amended LOI, it was contemplated that the Company and its equity holders would consummate a share exchange, reverse merger, or other business combination, with a Delaware corporation publicly reporting pursuant to United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a private Delaware corporation (“Acquisition Co.”), either directly or indirectly through an affiliate. If the post-business combination entity was not already a corporation publicly reporting pursuant to the Exchange Act, AFH would assist the post business combination entity with the filing of an appropriate registration statement resulting in the Company becoming a public company (“PubCo”). The Company affected a merger on September 19, 2014 (See Note 1 Recapitalization). AFH received $590,000 in connection with the business combination.

 

Consummation of the Private Placement (“Closing III”)

 

Subsequent to Closing II, AFH agreed to use its best efforts to assist PubCo in procuring one or more investors for a private financing, whether debt or equity, of up to $10.0 million. Such transaction is to include an over-allotment option of 15% at AFH’s discretion (the “Private Placement”). At the consummation of Closing III, AFH Group received warrants to purchase up to 500,000 share of common stock of PubCo at the per share price of the shares offered in the Private Placement with a 5 year term and a cashless exercise provision (the “Extra Warrants”).

 

Consummation of the PIPE Transaction (“Closing IV”)

 

Subsequent to Closing III, AFH Advisory will use its best efforts to assist PubCo in procuring an investment bank (the “Bank”) to facilitate a private investment in public equity transaction in an amount between $8.0 million and $10.0 million through the sale of securities of PubCo (the “PIPE”). Such transaction will include a 15% over allotment at AFH and/or the Bank’s discretion. Such transaction is contingent upon the appointment of a Bank and filing appropriate forms with the Financial Industry Regulatory Authority, Corp. (“FINRA”).

 

Consummation of Initial Public Offering (“Closing V”)

 

Subsequent to Closing IV, AFH will assist PubCo in procuring a Bank to act as underwriter for an initial public offering in an amount of up to $40.0 million (the “Initial Public Offering”). The Initial Public Offering shall include a 15% over allotment option at AFH and/or the Bank’s discretion. Such a transaction is contingent upon the appointment of the Bank.

 

License Commitment

 

In connection with the Exclusive License Agreement, the Company is required to pay a royalty fee beginning in the first year of commercial sale of the licensed product equal to 3% of net sales on a quarterly basis with an annual minimum royalty of $25,000 for the life of the patent rights. In addition to the royalty fees, the Company is also required to pay UCLA a $10,000 annual maintenance fee, $50,000 upon FDA marketing approval and $25,000 upon first commercial sale.

 

On October 22, 2013, the Exclusive License Agreement was amended. The following additional fees will be due to UCLA: i) 2% of the amount raised in the Private Placement or, if the Private Placement did not close or was less than $2.5 million then a fee of $100,000 was due and payable by June 1, 2014, ii) $25,000 due upon closing of Phase 1 clinical trial and iii) $50,000 due upon closing of Phase 3 clinical trial. The Company paid the fee of $100,000 in June 2014. Furthermore, the Agreement was modified in that we shall pay the Regents $25,000 for closing of Phase 1 clinical trial and $50,000 for closing of Phase 3 clinical trial. This amendment also stipulates that human clinical trials will commence no later than December 31, 2015. Management believes they will not commence human clinical trials before the expiration of our current license. While the Company will continue to use commercially reasonable efforts to achieve this milestone, the parties are engaged in discussions to amend the license agreement but there are no assurances that an agreement can be reached.

 

Contingencies

 

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

 

Indemnification

 

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

 

In accordance with its amended and restated certificate of incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that enables it to recover a portion of any amounts paid for future potential claims.

5. Commitments and Contingencies

 

Letter of Intent

 

In August of 2012, the Bone Biologics, Inc., along with its then majority owner and debt holder, MTF, entered into a Letter of Intent (“LOI”) with AFH to consummate a business combination through a share exchange, reverse merger, or other similar transactions resulting in the Company becoming a public entity (“The Transaction”). In August, 2013, the LOI was amended and restated, and on May 7, 2014, the LOI was again amended and restated. The Amended and Restated Letter of Intent dated May 7, 2014 (the “Amended LOI”) contemplates and defines the following events:

 

Consummation of Bridge Financings (“Closing I”)

 

In April 2013 and September 2013, the Company’s Board approved the Company to borrow up to an aggregate principal amount of $300,000 (April Bridge Financing) and $250,000 (September Bridge Financing) pursuant to the sale and issuance of convertible promissory notes and warrants to purchase common stock of the Company (collectively, the “Bridge Financings”). The note accrues interest at a rate of 12% per year and is payable each quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount at $1.00 per share was issued to each Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. On April 29, 2013 and on June 5, 2013, the Company borrowed $100,000 from MTF and $100,000 from Orthofix, Corp., respectively, under the April Bridge Financing. In September 2013, the Company borrowed $50,000 from AFH under the April Bridge Financing. In October 2013, the Company borrowed an additional $150,000 from Orthofix under the September Bridge Financing.

 

Consummation of Business Combination (“Closing II”)

 

Under the amended LOI, it was contemplated that the Company and its equity holders will consummate a share exchange, reverse merger, or other business combination, with a Delaware corporation publicly reporting pursuant to United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a private Delaware corporation (“Acquisition Co.”), either directly or indirectly through an affiliate. If the post-business combination entity is not already a corporation publicly reporting pursuant to the Exchange Act, AFH will assist the post business combination entity with the filing of an appropriate registration statement resulting in the Company becoming a public company (“PubCo”). The Company affected a merger on September 19, 2014 (See Note 1 Recapitalization). AFH received $590,000 in connection with the Business Combination.

 

Consummation of the Private Placement (“Closing III”)

 

Subsequent to Closing II, AFH will use its best efforts to assist PubCo in procuring one or more investors for a private financing, whether debt or equity, of up to $10.0 million. Such transaction is to include an over-allotment option of 15% at AFH’s discretion (the “Private Placement”). The Company closed on $1,000,000 in July 2014 and $5,000,000 of convertible debt in October 2014. At the consummation of Closing III, AFH Group shall be entitled to receive warrants to purchase up to 500,000 share of common stock of PubCo at the per share price of the shares offered in the Private Placement with a 5 year term and a cashless exercise provision (the “Extra Warrants”).

  

Consummation of the PIPE Transaction (“Closing IV”)

 

Subsequent to Closing III, AFH Advisory will use its best efforts to assist PubCo in procuring an investment bank (the “Bank”) to facilitate a private investment in public equity transaction in an amount between $8.0 million and $10.0 million through the sale of securities of PubCo (the “PIPE”). Such transaction will include a 15% over allotment at AFH and/or the Bank’s discretion. Such transaction is contingent upon the appointment of a Bank and filing appropriate forms with the Financial Industry Regulatory Authority, Corp. (“FINRA”).

 

Consummation of Initial Public Offering (“Closing V”)

 

Subsequent to Closing IV, AFH will assist PubCo in procuring a Bank to act as underwriter for an initial public offering in an amount of up to $40.0 million (the “Initial Public Offering”). The Initial Public Offering shall include a 15% over allotment option at AFH and/or the Bank’s discretion. Such a transaction is contingent upon the appointment of the Bank.

 

License Commitment

 

In connection with the Exclusive License Agreement, the Company is required to pay a royalty fee beginning in the first year of commercial sale of the licensed product equal to 3% of net sales on a quarterly basis with an annual minimum royalty of $25,000 for the life of the patent rights. In addition to the royalty fees, the Company is also required to pay UCLA a $10,000 annual maintenance fee, $50,000 upon FDA marketing approval and $25,000 upon first commercial sale.

 

On October 22, 2013, the Exclusive License Agreement was amended. The following additional fees will be due to UCLA i) 2% of the amount raised in the Private Placement or if the Private Placement did not close or was less than $2.5 million then a fee of $100,000 was due and payable by June 1, 2014, ii) $25,000 due upon closing of Phase 1 clinical trial and iii) $50,000 due upon closing of Phase 3 clinical trial. The Company paid the fee of $100,000 in June 2014.

 

Contingencies

 

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

 

Indemnification

 

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

 

In accordance with its amended and restated certificate of incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that enables it to recover a portion of any amounts paid for future potential claims.

Notes Payable to Related Party

v2.4.0.8
Notes Payable to Related Party
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]    
Notes Payable to Related Party

6. Notes Payable to Related Party

 

As of March 31, 2015 and December 31, 2014, the Company’s notes outstanding, with MTF a related party, consisted of the following:

 

Note Type   Issue Date     Maturity
Date
    Interest
Rate
    March 31, 2015     December 31, 2014  
                               
New MTF Convertible Promissory Note     9/19/14       3/31/15       8.5 %     3,823,797       3,747,102  
                                         
Less: Accrued interest expense                             164,469       87,774  
Notes payable to related party                           $ 3,659,328     $ 3,659,328  

 

Convertible Related Party Promissory Notes

 

The related party convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory note would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company concluded that there is no beneficial conversion feature as of the date of issuance of the convertible notes. However, the note contains a contingent feature whereby the conversion rate may be lowered if a financing occurs at a lower rate than the note’s conversion rate. If the contingency is met and the conversion feature is determined to be “beneficial” in a future accounting period, an additional financing cost would be recorded for the beneficial conversion feature in the Company’s statements of operations at that time.

 

New MTF Convertible Note

 

On September 19, 2014, MTF’s 2008 and 2009 Promissory Notes and any related loan agreements, credit agreements, guarantee agreements or other agreements related to the MTF 2008 and 2009 Promissory Notes were cancelled and the Company issued MTF a convertible promissory note in the face amount of $3,659,328 (the “New MTF Convertible Note”). Pursuant to the terms of the New MTF Convertible Note, 50% of all principal and accrued and unpaid interest due under the New MTF Convertible Note will be converted into common stock of the Company upon the closing of the PIPE. The remainder of the New MTF Convertible Note, including all accrued and unpaid interest, will be converted upon consummation of the Initial Public Offering. The New MTF Convertible Note was converted in May 2015. Please refer to Note 12.

6. Notes Payable to Related Party

 

As of December 31, 2014 and 2013, the Company had a total of $3,747,102 and $5,095,427, respectively, of notes outstanding (principal and interest) including unamortized discount, with MTF a related party, which consisted of the following:

 

Note Type   Issue Date   Maturity
Date(1)
  Interest Rate   December 31, 2014     December 31, 2013  
                             
Convertible Promissory Note   1/18/08   3/31/15   PRIME + 1 ½%   $ -     $ 1,479,654  
Promissory Note   11/4/08   3/31/15   PRIME + 3%     -       343,429  
Promissory Note   3/17/09   3/31/15   PRIME + 8%     -       584,745  
Promissory Note   8/24/09   3/31/15   LIBOR + 8%     -       23,193  
Tranched Promissory Note   9/30/09   3/31/15   LIBOR + 8%     -       2,570,126  
Bridge Note, net of discount   4/29/13   10/14/14   12%     -       94,280  
New MTF Convertible Promissory Note   9/19/14   3/31/15   8.5%     3,747,102          
                  3,747,102       5,095,427  
Less: Accrued interest expense                 87,774       1,147,610  
Notes payable to related party, net of debt discount               $ 3,659,328     $ 3,947,817  

 

 

  (1) As amended.

 

Accrued interest on the notes payable to related party of $87,774 and $1,147,610 is recorded in accrued expenses at December 31, 2014 and 2013, respectively.

 

Convertible Related Party Promissory Notes

 

The related party convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory notes would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company concluded that there is no beneficial conversion feature as of the date of issuance of the convertible notes. However, the note contains a contingent feature whereby the conversion rate may be lowered if a financing occurs at a lower rate than the note’s conversion rate. If the contingency is met and the conversion feature is determined to be “beneficial” in a future accounting period, an additional financing cost would be recorded for the beneficial conversion feature in the Company’s statements of operations at that time.

 

In January 2008, the Company issued a $1,107,000 convertible promissory note (“January 2008 Note”) to MTF in accordance with the Convertible Promissory Note dated January 18, 2008, as amended. This note’s principal and accrued interest was converted into Common Stock on September 19, 2014.

 

The Company issued promissory notes to MTF in November 2008 of $250,000 (“November 2008 Note”), in March 2009 of $400,000 (“March 2009 Note) and in August 2009 of $16,400 (August 2009 Note”). On September 19, 2014 these notes’ principal and accrued interest were consolidated into the New MTF Convertible Note.

  

In September 2009, the Company entered into a tranched promissory note with MTF (“Tranched Note”), allowing the Company to initially borrow up to $445,000 in a series of one or more tranches. The Tranched Note was subsequently amended which, among other things, increased the maximum advance amount to $2,090,000. The Company borrowed a total of $2,088,350 under the Tranched Note through September 19, 2014. This note’s principal and accrued interest was consolidated into the New MTF Convertible Note.

 

In May, 2014, the Company entered into a convertible promissory note with MTF (the “2014 Note”) for $250,000 with interest at 7% per annum compounded annually and a maturity date of June 15, 2015. In the event of a financing of not less than $1 million, the 2014 Note automatically converts into Equity Securities, as defined in the 2014 Note, at a 25% discount to the price paid per share in such financing. In connection with the 2014 Note, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $1.50 per share and 4 year term (See Note 7). In July 2014, the 2014 Note and related warrants were assigned to Orthofix.

 

Upon consummation of the merger, the 2008 January Convertible Note was converted into 1,533,356 shares of common stock of the Company. Upon consummation of the merger, MTF also converted all their outstanding Series A and B Preferred Stock, 5,829,438 shares, into common stock.

 

Bridge Note

 

In April 2013 the Company borrowed $100,000 from MTF under the April Bridge Financing. The convertible promissory note accrued interest at a rate of 12% per year and payable per quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount divided by $1.00 was issued to the Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. In June 2014, the note held by MTF under the April Bridge Financing was amended to extend the maturity date to October 14, 2014. The note was converted into Common Stock on September 19, 2014.

 

MTF Short Term 2014 Loan

 

On September 15, 2014, Bone and MTF entered into a loan agreement and accompanying promissory note to fund the continued operations of Bone prior to the Merger. Pursuant to the MTF Short Term 2014 Loan, MTF has agreed to advance an initial $250,000 to Bone and, at Bone’s request and subject to the terms and conditions of the MTF Short Term 2014 Loan, to advance up to an additional $250,000 to Bone. The MTF Short Term 2014 Loan has an interest rate of eight and one-half percent (8.5%) accruing annually. The MTF Short Term 2014 Loan matures on the earlier to occur of (i) the date on which at least $1 million is loaned to or invested in the Company and (ii) December 31, 2014. In further consideration of the MTF 2014 Loan, Bone granted to MTF 625,000 warrants at a strike price of $1.62. On October 27, 2014 the balance was paid in full and the line of credit was cancelled.

 

New MTF Convertible Note

 

On September 19, 2014, the MTF 2008 and 2009 Promissory Notes and any related loan agreements, credit agreements, guarantee agreements or other agreements related to the MTF 2008 and 2009 Promissory Notes were cancelled and the Company issued MTF a convertible promissory note in the face amount of $3,659,328 (the “New MTF Convertible Note”). Pursuant to the terms of the New MTF Convertible Note, 50% of all principal and accrued and unpaid interest due under the New MTF Convertible Note will be converted into common stock of the Company upon the closing of the PIPE. The remainder of the New MTF Convertible Note, including all accrued and unpaid interest, will be converted upon consummation of the Initial Public Offering.

Notes Payable

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Notes Payable
3 Months Ended 12 Months Ended
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Debt Disclosure [Abstract]    
Notes Payable

7. Notes Payable

 

Convertible Notes Payable

 

The convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory notes would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company concluded that there is no beneficial conversion feature as of the date of issuance of the convertible notes.

 

Secured Convertible Note and Warrant

 

On October 24, 2014, the Company issued a convertible promissory note in the amount of $5,000,000 (the “Convertible Note”) to Hankey Capital, LLC (“Hankey Capital”). The Convertible Note matures on October 24, 2017 (the “Maturity Date”) and bears interest at an annual rate of interest of the “prime rate” (as quoted in the "Money Rates" section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in their sole discretion, to convert the Convertible Note into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion rate equal to the greater of (i) $1.58 per share and (ii) 70% of the average daily price for the Common Stock as measured over the course of the 60 day period prior to the conversion.

 

The Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50% (the “Collateral”). 6,329,114 shares were issued upon closing the Convertible Note. The number of shares in the Collateral shall be adjusted on a yearly basis. The shares representing the Collateral contain a restrictive legend. The Company shall seek to register the Collateral shares initially delivered on the date of the Convertible Note pursuant to the Registration Rights Agreement described below. Upon the effectiveness of such Registration Statement, the Company will remove the restrictive legends from the Collateral shares so long as Hankey Capital agrees in any event not to sell any Collateral shares if Hankey Capital is notified that the Registration Statement is no longer effective. Hankey Capital may hold the Collateral in any brokerage account of its choosing, but shall not transfer, sell or otherwise dispose of any Collateral, except during the existence of an Event of Default, as defined in the Convertible Note. The Convertible Note is further secured by collateral assignments of all the Company’s license agreements.

 

The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital shall return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral shares shall be returned return and cancelled. Hankey Capital shall also return Collateral shares under the same terms in case of partial or full conversion of the Convertible Note.

 

The Company paid a commitment fee in the amount of $150,000 (3% of the original principal amount of the loan) to Hankey Capital. The Company intends to use the proceeds of the Convertible Note for working capital and general corporate purposes.

 

On October 24, 2014, the Company also issued a warrant to Hankey Capital for 3,955,697 shares of Common Stock at an exercise price per share of $1.58 (the “Warrant”). The Warrant will expire on October 24, 2017. The Warrant also includes such other terms that are normal and customary for warrants of this type.

 

Registration Rights Agreement

 

On October 24, 2014, the Company entered into a Registration Rights Agreement with Hankey Capital, for certain demand registration rights and unlimited piggyback registration rights for the shares underlying the Convertible Note and the Warrant, and subject to an agreed lock up period. Pursuant to the Registration Rights Agreement, Hankey Capital may at any time request registration of their registrable shares. Within 30 days of such demand, the Company will provide written notice of such request to all other holders of registrable securities and will include in such registration all registrable shares with respect to which the Company has received written requests for inclusion within twenty-five (25) days after delivery of the Company’s notice. The Company has agreed to pay all registration expenses relating to up to three long-form registrations or short-form registrations for Hankey Capital.

 

Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a demand registration under the Registration Rights Agreement) and the registration form to be used may be used for the registration of any registrable shares, the Company will give prompt written notice to all holders of the registrable shares of its intention to effect such a registration and will include in such registration all registrable shares (in accordance with the priorities set forth in the Registration Rights Agreement) with respect to which the Company has received written requests for inclusion within fifteen (15) days after the delivery of the Company’s notice. Pursuant to Registration Rights Agreement, holders of registrable shares and the Company agree not to effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the six (6) months following, the effective date of the Company’s merger with Bone Biologics, Inc. on September 19, 2014.

 

On October 24, 2014, Forefront Capital was issued a warrant to purchase 126,582 shares of Common Stock upon completion of the Hankey Capital Convertible Note.

 

The total debt discount costs related to our outstanding debt for the three months ended March 31, 2015 and 2014, was $119,542 and $47,306, respectively. These costs were amortized to interest expense. The unamortized debt discount at March 31, 2015 was $1,235,264. The cost is expected to be recognized over a period of 2.5 years. The unamortized debt discount at December 31, 2014 was $1,354,806.

7.  Notes Payable

 

Convertible Notes Payable

 

The convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory notes would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company concluded that there is no beneficial conversion feature as of the date of issuance of the convertible notes.

 

Bridge Notes

 

In June 2013, the Company borrowed $100,000 from Orthofix, Corp. under the April Bridge Financing, and in September 2013 and October 2013 the Company borrowed $50,000 from AFH and an additional $150,000 from Orthofix, Corp. under the September Bridge Financing. The convertible promissory notes accrue interest at a rate of 12% per year and payable per quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount divided by $1.00 was issued to the Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. These notes were converted into Common Stock on September 19, 2014.

 

Orthofix Subsequent Financing

 

On July 1, 2014, (i) Orthofix purchased $500,000 worth of Bone Biologics Common Stock or the Subsequent Orthofix Shares; (ii) was issued the Subsequent Orthofix Convertible Promissory Notes in the principal amount of $500,000 (which includes the assignment of a $250,000 2014 note from MTF) and convertible into 666,666 worth of the Company’s Common Stock at $0.75 per share; and (iii) was issued the Subsequent Orthofix Warrants (including the assignment of warrants by MTF issued in connection with a 2014 note) which were exercisable for 333,334 shares of Bone Biologics Common Stock at an exercise price per share of $1.50 (the “Orthofix Subsequent Financing”). Upon subscribing for the Subsequent Orthofix Shares, the Subsequent Orthofix Convertible Promissory Notes and accrued interest converted into a combined total of 668,904 shares of Bone Biologics Common Stock in accordance with the terms of the Subsequent Orthofix Convertible Promissory Notes.

 

At the closing of the Subsequent Orthofix Shares and Notes, AFH Advisory was entitled to receive warrants to purchase up to 500,000 shares of Common Stock of the Company (See Note 7).

 

Secured Convertible Note and Warrant

 

On October 24, 2014, Bone issued a convertible promissory note in the amount of $5,000,000 (the “Convertible Note”) to Hankey Capital, LLC (“Hankey Capital”). The Convertible Note matures on October 24, 2017 (the “Maturity Date”) and bears interest at an annual rate of interest of the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in their sole discretion, to convert the Convertible Note into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion rate equal to the greater of (i) $1.58 per share and (ii) 70% of the average daily price for the Common Stock as measured over the course of the 60 day period prior to the conversion.

  

The Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50% (the “Collateral”). 6,329,114 shares were issued upon closing the Convertible Note. The number of shares in the Collateral shall be adjusted on a yearly basis. The shares representing the Collateral contain a restrictive legend. The Company shall seek to register the Collateral shares initially delivered on the date of the Convertible Note pursuant to the Registration Rights Agreement described below. Upon the effectiveness of such Registration Statement, the Company will remove the restrictive legends from the Collateral shares so long as Hankey Capital agrees in any event not to sell any Collateral shares if Hankey Capital is notified that the Registration Statement is no longer effective. Hankey Capital may hold the Collateral in any brokerage account of its choosing, but shall not transfer, sell or otherwise dispose of any Collateral, except during the existence of an Event of Default, as defined in the Convertible Note. The Convertible Note is further secured by collateral assignments of all the Company’s license agreements.

 

The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital shall return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral shares shall be returned return and cancelled. Hankey Capital shall also return Collateral shares under the same terms in case of partial or full conversion of the Convertible Note.

 

The Company paid a commitment fee in the amount of 3% of the original principal amount of the loan ($150,000) to Hankey Capital. The Company intends to use the proceeds of the Convertible Note for working capital and general corporate purposes.

 

On October 24, 2014, the Company also issued a warrant to Hankey Capital for 3,955,697 shares of Common Stock at an exercise price per share of $1.58. The Warrant will expire on October 24, 2017. The Warrant also includes such other terms that are normal and customary for warrants of this type.

 

Registration Rights Agreement

 

On October 24, 2014, the Company entered into a Registration Rights Agreement with Hankey Capital, for certain demand registration rights and unlimited piggyback registration rights for the shares underlying the Convertible Note and the Warrant, and subject to an agreed lock up period. Pursuant to the Registration Rights Agreement, Hankey Capital may at any time request registration of their registrable shares. Within 30 days of such demand, the Company will provide written notice of such request to all other holders of registrable securities and will include in such registration all registrable shares with respect to which the Company has received written requests for inclusion within twenty-five (25) days after delivery of the Company’s notice. The Company has agreed to pay all registration expenses relating to up to three long-form registrations or short-form registrations for Hankey Capital.

  

Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a demand registration under the Registration Rights Agreement) and the registration form to be used may be used for the registration of any registrable shares, the Company will give prompt written notice to all holders of the registrable shares of its intention to effect such a registration and will include in such registration all registrable shares (in accordance with the priorities set forth in the Registration Rights Agreement) with respect to which the Company has received written requests for inclusion within fifteen (15) days after the delivery of the Company’s notice. Pursuant to Registration Rights Agreement, holders of registrable shares and the Company agree not to effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the six (6) months following, the effective date of the Company’s merger with Bone Biologics, Inc. on September 19, 2014.

 

On October 24, 2014, Forefront Capital was issued a warrant to purchase 126,582 shares of Common Stock upon completion of the Hankey Capital Convertible Note.

Stockholders' Equity

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3 Months Ended 12 Months Ended
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Equity [Abstract]    
Stockholders' Equity

8. Stockholders’ Equity

 

Preferred Stock

 

The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued.

 

Common Stock

 

The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of March 31, 2015 and December 31, 2014, the Company had an aggregate of 24,269,047 shares of common stock outstanding.

 

In connection with the Secured Convertible Note to Hankey Capital, the Company issued 6,329,114 common shares as collateral. (See Note 7)

 

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared by the Board.

 

Bone Biologics, Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

 

Common Stock Warrants

 

As of March 31, 2015, the Company had outstanding unexercised common stock warrants as follows:

 

Date Issued   Exercise Price     Number of Shares     Expiration date
                 
2006   $ 0.17       60,920     October 31, 2016
2009   $ 0.44       118,383     March 16, 2019
2010   $ 0.44       254,997     February 4 , 2020
April 2013   $ 1.00       50,000     April 28, 2020
June 2013   $ 1.00       50,000     June 4, 2020
September 2013   $ 1.00       25,000     September 20, 2020
November 2013   $ 1.00       75,000     November 14, 2020
July 2014   $ 1.50       166,667     May 30, 2018
July 2014   $ 1.50       166,667     June 30, 2018
July 2014   $ 1.00       500,000     June 30, 2018
July 2014   $ 1.00       46,667     July 2, 2018
July 2014   $ 0.00       12,625     July 10, 2018
September 2014   $ 1.62       625,000     August 31, 2021
September 2014   $ 1.00       699,671     September 18, 2021
September 2014   $ 1.00       89,588     September 29, 2021
October 2014   $ 1.00       126,582     October 23, 2017
October 2014   $ 1.58       3,955,697     October 23, 2017
February 2015   $ 1.58       699,037     February 14, 2018 
                     
Total warrants at March 31, 2015             7,722,501     3.76 years

 

Agent Warrants

 

Forefront Capital (“Forefront”) or its designees will receive the Agent Warrant. Such Agent Warrant will be issued at the closing of the Private Placement and shall provide, among other things, that the Agent Warrant shall: (i) be exercisable at the price of the securities (or the exercise price of the securities) issued to the investors in the offering, (ii) expire five (5) years from the date of issuance, (iii) include customary registration rights, including the registration rights provided to the Investors, (iv) contain provisions for cashless exercise and (v) include such other terms that are normal and customary for warrants of this type. In addition, Forefront or its designees will receive an Advisory Warrant equal to 2.0% of the Company’s post-merger and financing fully diluted shares outstanding upon the closing of $2.5 million of investors on which Forefront is eligible to receive compensation.

 

On February 15, 2015, Forefront was issued a warrant to purchase 699,037 shares of Common Stock which represents 2.0% of the Company’s post-merger fully diluted shares outstanding at $1.58 per share upon expiration of their engagement. The warrants expire in three years from issuance date. The initial fair value of the warrants was estimated at an aggregate value of $363,499, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 97.76%, risk-free interest rate of 1.10%, contractual term of 3 years and dividend yield of 0%.

 

No common stock warrants were exercised, or expired during the three months period March 31, 2015 and 2014.

8.  Stockholders’ Equity

 

Preferred Stock

 

The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued.

 

Common Stock

 

The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of December 31, 2014, the Company had an aggregate of 24,269,047 shares of common stock outstanding.

 

In connection with the Convertible Note to Hankey Capital, Bone issued 6,329,114 common shares as collateral. (See Note 7)

 

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared by the Board from inception through December 31, 2014.

 

Common Stock Warrants

 

As of December 31, 2014, the Company had outstanding unexercised common stock warrants as follows:

 

Date Issued   Exercise Price   Number of Shares  
           
2006   $0.17     60,920  
2009   $0.44     118,383  
2010   $0.44     254,997  
2013   $1.00     200,000  
2014   $1.00 - $1.62     6,389,164  
             
Total warrants at December 31, 2014         7,023,464  

 

In connection with the Bridge Financings (see Notes 6 and 7), warrants were issued to purchase 200,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants expire in seven years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrant was estimated at an aggregate value of $171,143 using the Black-Scholes option pricing model with a volatility of 109%, a risk free interest rate of 1.10% to 2.11%. The fair value on the warrants was recorded as a debt issuance cost and is being amortized to interest expense over the term of the note.

  

In connection with a 2014 MTF note, assigned to Orthofix in July 2014, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $1.50 per share and 4 year term (See Note 7). The warrants had a fair value of $111,804, calculated using the Black-Scholes option pricing model with a volatility of 109%, a risk free interest rate of 0.79%.

 

In connection with the Orthofix Subsequent Financing, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $1.50 per share and 4 year term (See Note 7). The warrants had a fair value of $116,164, calculated using the Black-Scholes option pricing model with a volatility of 100.83%, a risk free interest rate of 1.66%. The fair value on the warrants was recorded as a debt issuance cost and is being amortized to interest expense over the term of the note.

 

Extra Warrants

 

At the closing of the Subsequent Orthofix Shares and Notes, AFH Advisory was entitled to receive the 500,000 Extra Warrants. AFH Advisory has normal and customary piggyback registration rights with respect to the shares of Common Stock issuable upon exercise of the Extra Warrants. The warrants expire on February 2, 2020 and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $407,917, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 109.42%, risk-free interest rate of 2.17%, contractual term of 5 years and dividend yield of 0%. The warrants are classified as permanent equity.

 

Agent Warrants

 

Forefront or its designees will receive the Agent Warrant. Such Agent Warrant will be issued at the closing of the Private Placement and shall provide, among other things, that the Agent Warrant shall: (i) be exercisable at the price of the securities (or the exercise price of the securities) issued to the investors in the offering, (ii) expire five (5) years from the date of issuance, (iii) include customary registration rights, including the registration rights provided to the Investors, (iv) contain provisions for cashless exercise and (v) include such other terms that are normal and customary for warrants of this type. In addition, Forefront or its designees will receive an Advisory Warrant equal to 2.0% of the Company’s post-merger and financing fully diluted shares outstanding upon the closing of $2.5 million of investors on which Forefront is eligible to receive compensation.

 

Forefront was issued a warrant to purchase 46,667 shares of Common Stock at $1.00 per share upon completion of the Orthofix Subsequent Financing. The warrants expire in five years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $28,629, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 109.1%, risk-free interest rate of 0.39%, contractual term of 2.5 years and dividend yield of 0%.

 

Forefront was issued a warrant to purchase 126,582 shares of Common Stock at $1.00 per share upon completion of the Hankey Capital Secured Term Note. The warrants expire in five years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $197,441, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 101.05%, risk-free interest rate of 1.52%, contractual term of 5 years and dividend yield of 0%.

  

MTF Short Term 2014 Loan

 

In further consideration of the MTF 2014 Loan, Bone granted to MTF 625,000 warrants at a strike price of $1.62. The warrants expire in seven years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $520,487, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 113.7%, risk-free interest rate of 0.0117%, contractual term of seven years and dividend yield of 0%. The fair value on the warrants was recorded as a debt issuance cost and amortized to interest expense over the term of the note. For the year ended December 31, 2014, $520,487 of the debt issuance costs was amortized to interest expense as the Note is payable on demand.

 

Warrants issued to Consultants

 

On July 11, 2014, the Company granted warrants to purchase up to 12,625 shares of Common Stock of at a strike price of $0.00 per share, with a 4 year term to a consultant. The initial fair value of the warrant was estimated at an aggregate value of $12,625, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 100.77%, risk-free interest rate of 1.28%, contractual term of 4 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense upon issuance.

 

On September 19, 2014, the Company granted warrants to purchase up to 3% of the Company’s fully diluted shares of common stock outstanding as of the date of closing of the Merger totaling 699,671 shares of Common Stock of at a strike price of $1.00 per share, with a 7 year term to a consultant. The warrant will vest over a two-year period from the effective date, with 33.33% of the shares subject to the warrant becoming vested and exercisable on the date that the consulting agreement is executed, 33.33% of the shares subject to the option becoming vested and exercisable on the date that is twelve (12) months after the effective date, and 33.34% of the shares subject to the warrant vesting and becoming exercisable on the date that is twenty four (24) months after the effective date. The initial fair value of the warrant was estimated at an aggregate value of $614,049, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 113.7%, risk-free interest rate of 2.29%, contractual term of 7 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense and amortized over the term of the agreement. As of December 31, 2014, total unrecognized consulting cost related to unvested warrants was $324,532. The cost is expected to be recognized over a weighted average period of 1.75 years.

 

On September 30, 2014, the Company granted warrants to purchase up to 89,588 shares of Common Stock of at a strike price of $1.00 per share, with a 7 year term to a consultant. The initial fair value of the warrants was estimated at an aggregate value of $77,207, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 108.9%, risk-free interest rate of 2.20%, contractual term of 7 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense upon issuance.

  

Secured Term Note and Warrant

 

In connection with the Hankey Capital Secured Term Note, the Company issued a warrant for 3,955,697 shares of Common Stock at an exercise price per share of $1.58. The Warrant will expire on October 24, 2017. The initial relative fair value of the warrants was estimated at a relative value of $1,434,000, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 96.77%, risk-free interest rate of 0.82%, contractual term of 3 years and dividend yield of 0%. The fair value on the warrants was recorded as a debt discount and amortized to interest expense over the term of the note.

 

The total debt discount costs related to our outstanding debt was for the years ended December 31, 2014 and 2013, $437,115 and $67,104, respectively. These costs were amortized to interest expense. The unamortized debt discount at December 31, 2014 was $1,354,806. The cost is expected to be recognized over a period of 2.75 years. The unamortized debt discount at December 31, 2013 was $83,263.

Stock-Based Compensation

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Stock-Based Compensation
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]    
Stock-Based Compensation

9. Stock-based Compensation

 

2014 Stock Option Plan

 

2,642,898 shares of our common stock have been initially authorized and reserved for issuance under our 2014 Stock Plan as option awards. This reserve may be increased by the Board on January 1, 2015 and each subsequent anniversary through January 1, 2024 by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2014 Stock Option Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2014 Stock Option Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2014 Stock Option Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under our 2014 Stock Option Plan.

 

Awards may be granted under our 2014 Stock Option Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant.

 

The 2014 Stock Option Plan will be administered by our compensation committee. Subject to the provisions of our 2014 Stock Option Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2014 Stock Option Plan and awards granted under our 2014 Stock Option Plan.

 

During the three months ended March 31, 2015 and 2014, the Company had stock-based compensation expense of $68,706 and $-0-, respectively, related to issuances to the Company’s employees and directors, included in reported net loss. The total amount of stock-based compensation for the three months ended March 31, 2015, was related solely to the issuance of stock options.

 

A summary of stock option activity for the three months ended March 31, 2015, is presented below:

 

    Number     Weighted              
    of Shares     Average     Weighted        
    Remaining     Exercise     Average     Aggregate  
Subject to Exercise   Options     Price     Life (Years)     Value  
Outstanding as of January 1, 2014                                
Granted – 2014     757,977     $ 1.00       7.69       -  
Forfeited – 2014     -       -       -       -  
Exercised – 2014     -       -       -       -  
Outstanding as of January 1, 2015     757,977     $ 1.00       7.44       -  
Granted – 2015     -       -       -       -  
Forfeited – 2015     -       -       -       -  
Exercised – 2015     -       -       -       -  
Outstanding as of March 31, 2015     757,977     $ 1.00       7.44       -  

 

Date Issued   Exercise Price     Number of Shares     Expiration date
                 
September 2014   $ 1.00       583,059     September 18, 2021
November 2014   $ 1.00       174,918     November 3, 2024
                     
Total options at March 31, 2015             757,977      

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between our closing stock price on the respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options. There have not been any options exercised during either the three months ended March 31, 2015 or the year ended December 31, 2014.

 

There were no options issued during the three months ended March 31, 2015. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing model. As of the issuance of these consolidated financial statements, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments.

 

A summary of the changes in the Company’s non-vested options during the three months ended March 31, 2015, is as follows:

 

    Number of
Non-vested
Options
    Weighted Average
Fair Value at
Grant Date
    Intrinsic Value  
                   
Non-vested at January 1, 2015   -0-              
Vested in 2014   256,508              
Non-vested at January 1, 2015     501,469     $ 0.73       -  
Vested in three months ended March 31, 2015     -     $ -       -  
Non-vested at March 31, 2015     501,469     $ 0.73       -  
Exercisable at March 31, 2015     256,508     $ 0.73       -  
Outstanding at March 31, 2015     757,977     $ 0.73       -  

 

As of March 31, 2015, total unrecognized compensation cost related to unvested stock options was $228,442. The cost is expected to be recognized over a weighted average period of 1.75 years.

9.  Stock-based Compensation

 

2014 Stock Option Plan

 

2,642,898 shares of our common stock have been initially authorized and reserved for issuance under our 2014 Stock Plan as option awards. This reserve may be increased by the Board on January 1, 2015 and each subsequent anniversary through January 1, 2024 by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2014 Stock Option Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2014 Stock Option Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2014 Stock Option Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under our 2014 Stock Option Plan.

 

Awards may be granted under our 2014 Stock Option Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant.

 

The 2014 Stock Option Plan will be administered by our compensation committee. Subject to the provisions of our 2014 Stock Option Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2014 Stock Option Plan and awards granted under our 2014 Stock Option Plan.

 

During the year ended December 31, 2014 and 2013, the Company had stock-based compensation expense of $323,510 and $-0-, respectively, related to issuances to the Company’s employees and directors, included in reported net loss. The total amount of stock-based compensation for the year ended December 31, 2014 and 2013, related solely to the issuance of stock options.

  

A summary of stock option activity for the year ended December 31, 2014, is presented below:

 

    Number of
Shares
    Weighted
Average
    Weighted        
    Remaining     Exercise     Average     Intrinsic  
Subject to Exercise   Options     Price     Life (Years)     Value  
Outstanding as of January 1, 2014     -     $ -       -       -  
Granted – 2014     757,977       1.00       7.69          
Forfeited – 2014     -     $ -       -       -  
Exercised – 2014     -     $ -       -       -  
Outstanding as of December 31, 2014     757,977     $ 1.00       7.69       -  

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between our closing stock price on the respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options. There have not been any options exercised during the years ended December 31, 2014 and 2013.

 

All options that the Company granted during the year ended December 31, 2014, were granted at the per share fair value on the grant date. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing model. As of the issuance of these consolidated financial statements, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments.

 

The Company utilized the Black-Scholes option pricing model. The assumptions used for the year ended December 31, 2014 are as follows:

 

    December 31, 2014  
Risk free interest rate   1.83%-1.84%  
Expected life (in years)   4.5 to 6  
Expected Volatility   96.64%-98.7%  
Expected dividend yield   0%  

 

A summary of the changes in the Company’s non-vested options during the year ended December 31, 2014, is as follows:

 

    Number of
Non-vested Options
    Weighted Average
Fair Value at
Grant Date
    Intrinsic Value  
                   
Non-vested at January 1, 2014     -     $ -       -  
Vested in year ended December 31, 2014     256,508     $ 0.73       -  
Non-vested at December 31, 2014     501,469     $ 0.73       -  
Exercisable at December 31, 2014     256,508     $ 0.73       -  
Outstanding at December 31, 2014     757,977     $ 0.73       -  

 

As of December 31, 2014, total unrecognized compensation cost related to unvested stock options was $297,148. The cost is expected to be recognized over a weighted average period of 1.75 years.

Income Taxes

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Income Taxes
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]    
Income Taxes

10. Income Taxes

 

The Company’s effective tax rate is 0% for income tax for the three months ended March 31, 2015 and the Company expects that its effective tax rate for the full year 2015 will be 0%. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax assets.

 

The Company files tax returns for U.S. Federal and the states of New Jersey and California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open.

 

Uncertain Tax Positions

 

The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination.

 

The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions.

10.  Income Taxes

 

The provision for income taxes consists of the following:

 

Year Ended December 31,   2014     2013  
             
Current:                
Federal   $ -     $ -  
State     1,600       800  
                 
Total current     1,600       800  
                 
Deferred:                
Federal     -       -  
State     -       -  
                 
Total deferred     -       -  
                 
Provision for income taxes   $ 1,600     $ 800  

 

The components of deferred tax assets and liabilities consist of the following:

 

December 31,   2014     2013  
             
Deferred tax assets                
Net operating losses   $ 2,631,000     $ 1,866,000  
Patents     326,000       560,000  
Accrued expenses     952,000       550,000  
R&D credits     85,000       57,000  
Warrants     765,000       45,000  
                 
Total     4,759,000       3,078,000  
                 
Less: Valuation allowance     (4,759,000 )     (3,078,000 )
                 
    $ -     $ -  

 

The Company’s federal and state net operating loss carryfowards at December 31, 2014 and 2013 were approximately $6,638,000 and $4,681, 000, respectively, and will begin to expire in 2020 if not utilized.

 

The Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies, the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the net deferred tax assets in the amount of $4,759,000 at December 31, 2014. The net change in the valuation allowance for the year ended December 31, 2014 was $1,680,000.

  

The effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent differences, credits, and state income taxes.

 

The Company’s effective tax rate is 0% for income tax for the years ended December 31, 2014 and 2013. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax assets.

 

The Company files tax returns for U.S. Federal and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open.

 

Uncertain Tax Positions

 

The Company recognizes the consolidated financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination.

 

The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions.

Related Party Transactions

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Related Party Transactions
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Related Party Transactions [Abstract]    
Related Party Transactions

11. Related Party Transactions

 

Starting in September 2006, the Company entered into a series of consulting agreements with one of its stockholders whom previously served as chairman, president and CEO of the Company. The Company paid $45,000 and $30,000, for the three months ended March 31, 2015 and 2014, respectively, in consulting fees to this related party.

 

Also on September 19, 2014, the Company granted the consultant warrants to purchase up to 3% of the Company’s fully diluted shares of common stock outstanding as of the date of closing of the Merger totaling 699,671 shares of Common Stock of at a strike price of $1.00 per share, with a 7 year term to a consultant. The warrant will vest over a two-year period from the effective date, with 33.33% of the shares subject to the warrant becoming vested and exercisable on the date that the consulting agreement is executed, 33.33% of the shares subject to the option becoming vested and exercisable on the date that is twelve (12) months after the effective date, and 33.34% of the shares subject to the warrant vesting and becoming exercisable on the date that is twenty four (24) months after the effective date. The initial fair value of the warrant was estimated at an aggregate value of $614,049, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 113.7%, risk-free interest rate of 2.29%, contractual term of 7 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense and amortized over the term of the agreement. As of March 31, 2015, all costs associated with the warrants were recognized.

On February 29, 2015, the Company terminated the consulting contract. As per the contract the consultant was provided a ninety day notice and all warrants issued became fully vested.

 

In September 2014, the Company entered into a consulting agreement with MTF, which has agreed to provide the services of Mr. Michael Schuler to the Company as a contractor. Pursuant to the agreement, Mr. Schuler will serve as the Company’s Interim Chief Executive Officer for a period of 6 months. The agreement shall automatically renew for successive three (3) month periods unless either party provides written notice to the other party at least 10 days in advance of the renewal term of its decision not to renew the term. The agreement is intended to be temporary in nature, and will cease once the Company retains a permanent Chief Executive Officer. There are no payments due to MTF or Mr. Schuler with respect to any change in control of the Company or termination of the consulting agreement. For the three months ended March 31, 2015, the Company recognized $45,000 of expense related to this contract.

 

See Note 6 for related party notes payable to MTF.

11. Related Party Transactions

 

In September 2006, the Company entered into a consulting agreement with one of its stockholders whom previously served as chairman, president and CEO of the Company. The Company paid $178,597 and $120,000, respectively, for the years ended December 31, 2014 and 2013 in consulting fees to this related party. Additionally, on September 19, 2014 the Company issued a warrant to purchase 699,671 shares of the Company’s common stock. (See Note 8)

 

One of the Company’s co-founders had previously provided research and development consulting services to the Company and earned an aggregate of $320,000 of fees from inception to January 2010. Of the $320,000, $52,500 has been deferred for payment until the Company’s next equity financing. As of December 31, 2013, the $52,500 deferred payment was included in the accrued expenses. On October 27, 2014 the deferred payment was fully paid.

 

In September 2013 the Company entered into a consulting agreement with MTF for the services of Michael Schuler. Immediately following the Merger, the Company entered into a consulting agreement with MTF, which has agreed to provide the services of Mr. Schuler to the Company as a contractor. Pursuant to the agreement, Mr. Schuler will serve as the Company’s Interim Chief Executive Officer for a period of 6 months. The agreement shall automatically renew for successive three (3) month periods unless either party provides written notice to the other party at least 10 days in advance of the renewal term of its decision not to renew the term. The agreement is intended to be temporary in nature, and will cease once the Company retains a permanent Chief Executive Officer. There are no payments due to MTF or Mr. Schuler with respect to any change in control of the Company or termination of the consulting agreement. For the year ended December 31, 2014, the Company recognized $47,500 of expense related to this contract.

 

See Note 6 for related party notes payable to MTF.

 

See Note 12 for related party transactions with AFH

Transaction Costs

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Transaction Costs
12 Months Ended
Dec. 31, 2014
Transaction Costs  
Transaction Costs

12.  Transaction Costs

 

The Company paid (i) AFH $500,000 (the “Shell Cost”) to allow Bone Biologic Inc. stockholders to acquire shares of common stock of the Company and become the majority owners in the aggregate of the Company and to achieve the desired post-merger capitalization of the Company and to (ii) reimbursed AFH Advisory for its advancement of expenses on behalf of the Company related to the Merger and a public offering of $90,000. These Transaction Costs have been recorded as an expense in the accompanying statement of operations in the period in which they were incurred. Additional transaction costs included accounting, legal and other professional services. Other receivables – related party represent a $75,000 receivable from AFH, a shareholder, for fees paid on their behalf for legal services.

Subsequent Events

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Subsequent Events
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Subsequent Events [Abstract]    
Subsequent Events

12. Subsequent Events

 

Conversion of New MTF Convertible Note

 

On May 4, 2015, MTF converted their New MTF Convertible Note in the amount of $3,659,328 plus accrued interest of $193,443 into 2,438,463 shares of Common Stock of the Company.

 

2nd Secured Convertible Note and Warrant

 

On May 4, 2015, the Company issued a convertible promissory note in the amount of $2,000,000 (the “2nd Convertible Note”) to Hankey Capital, LLC (“Hankey Capital”). The 2nd Convertible Note matures on May 4, 2018 (the “Maturity Date”) and bears interest at an annual rate of interest of the “prime rate” (as quoted in the "Money Rates" section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in their sole discretion, to convert the 2nd Convertible Note into shares of the Company’s Common Stock, at a conversion rate equal to the greater of (i) $1.58 per share or (ii) 70% of the average daily price for the Common Stock as measured over the course of the 60 day period prior to the conversion.

 

The 2nd Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50% (the “Collateral”). The number of shares in the Collateral shall be adjusted on a yearly basis. The shares representing the Collateral contain a restrictive legend. Hankey Capital may hold the Collateral in any brokerage account of its choosing, but shall not transfer, sell or otherwise dispose of any Collateral, except during the existence of an Event of Default, as defined in the 2nd Convertible Note. The 2nd Convertible Note is further secured by collateral assignments of all the Company’s license agreements.

 

The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital shall return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all the collateral shares shall be returned return and cancelled. Hankey Capital shall also return the collateral shares under the same terms in case of partial or full conversion of the 2nd Convertible Note.

 

In connection with the 2nd Convertible Note to Hankey Capital, on May 4, 2015 the Company issued 2,531,646 common shares as collateral.

 

The Company paid a commitment fee in the amount of $60,000 (3% of the original principal amount of the loan) to Hankey Capital. The Company intends to use the proceeds of the Convertible Note for working capital and general corporate purposes.

 

On May 4, 2015, the Company also issued a warrant to Hankey Capital for 1,898,734 shares of Common Stock at an exercise price per share of $1.58 (the “Warrant”). The Warrant will expire on May 4, 2018. The Warrant includes provisions for cashless exercise and also includes such other terms that are normal and customary for warrants of this type.

 

Under the terms of both the 2nd Convertible Note and the Warrant, at any time that any of the Company’s equity securities are registered under Section 12 of the Securities and Exchange Act of 1934, the aggregate number of Common Stock shares that may be acquired by Hankey Capital upon any exercise of any conversion under the 2nd Convertible Note or exercise of the Warrant, shall be limited to the extent necessary to insure that, following such exercise, or other acquisition, the total number of Common Stock shares then beneficially owned by Hankey Capital and its affiliates may not exceed 4.999% of the total number of issued and outstanding Common Stock. The Company shall, instead of issuing or transferring Common Stock in excess of this limitation, suspend its obligation to issue Common Stock in excess of the foregoing limitation until such time, if any, as such Common Stock shares may be issued in compliance with such limitation; provided, that, by written notice to the Company, Hankey Capital may waive the provisions of this section or increase or decrease the maximum percentage to any other percentage specified in such notice; provided further that any such waiver or increase or decrease will not be effective until the 61st day after such notice is received by the Company.

 

The Company has evaluated subsequent events through May 14, 2015, the date which the consolidated financial statements were available to be issued. There were no additional subsequent events noted that would require adjustment to or disclosure in these consolidated financial statements.

13.  Subsequent Events

 

On February 29, 2015, the Company terminated its consulting contract with T.O. Medical. As per the contract they were provided a 90 day notice and all warrants issued became fully vested.

 

On February 15, 2015 our agreement with Forefront Capital expired without renewal.

  

The Company has evaluated subsequent events through March 30, 2015, the date which the consolidated financial statements were available to be issued. There were no additional subsequent events noted that would require adjustment to or disclosure in these consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

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Summary of Significant Accounting Policies (Policies)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Accounting Policies [Abstract]    
Basis of Presentation

Basis of Presentation

 

The accompanying condensed consolidated financial statements and related notes included activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of Presentation

 

The accompanying consolidated financial statements and related notes include activities of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

Use of Estimates

 

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make certain 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 expenses during the reporting period. Significant estimates include warrants and income tax valuation allowances. Actual results could differ from those estimates.

Use of Estimates

 

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain 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 expenses during the reporting period. Significant estimates include warrants, stock options and income tax valuation allowances. Actual results could differ from those estimates.

Principles of Consolidation  

Principles of consolidation

 

The consolidated financial statements include the accounts of the Company (and its wholly-owned subsidiary, Bone Biologics, Inc.). All significant intercompany transactions have been eliminated.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company’s consolidated financial instruments are accounts payable and notes payable. The recorded values of accounts payable approximate their values based on their short term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant.

 

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable:

 

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 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock.

Fair Value of Financial Instruments

 

The Company’s financial instruments are accounts receivable, accounts payable, and notes payable. The recorded values of accounts receivable and accounts payable approximate their values based on their short term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant.

 

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable:

 

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 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock.

Property and Equipment

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the three months ended March 31, 2015.

Impairment of Long-Lived Assets

 

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the year ended December 31, 2014.

Research and Development Costs

Impairment of Long-Lived Assets

 

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the three months ended March 31, 2015.

Research and Development Costs

 

Research and development costs include, but are not limited to, patents and license expenses, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred.

Patents and Licenses

Patents and Licenses

 

In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the Nell-1 protein through a technology transfer. See Note 5 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of Nell -1, which was de minimus, and costs to file patent applications related to Nell-1.

 

The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed.

Patents and Licenses

 

In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the Nell-1 protein through a technology transfer. See Note 4 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of Nell -1, which was de minimus, and costs to file patent applications related to Nell-1.

 

Bone expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed.

Deferred Financing Costs

Deferred Financing Costs

 

Deferred financing costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Deferred financing costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while deferred financing costs from equity financings are netted against the gross proceeds received from the equity financings.

 

As a result, the deferred financing cost as of December 31, 2014 was $983,857. During the three months period ended March 31, 2015, the Company did not incur nor capitalized related cost due to financing. As of March 31, 2015, the deferred financing cost was $871,251. Amortization of deferred financing costs was $476,105 and $-0- for the three months ended March 31, 2015 and 2014, respectively.

Deferred Financing and Transaction Costs

 

Deferred financing costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Deferred financing costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while deferred financing costs from equity financings are netted against the gross proceeds received from the equity financings.

 

During the year ended December 31, 2014, the Company capitalized deferred financing costs of $401,118 in connection with the Extra Warrants issued to AFH (See Note 4) and $617,018 related to issuance of notes payable. Amortization of deferred financing costs was $60,398 and $-0- for the years ended December 31, 2014 and 2013, respectively.

Other Receivables - Related Party

Other receivables – related party

 

Other receivables – related party represent a receivable from AFH Holding & Advisory, LLC, a shareholder, for fees paid on their behalf for legal services. There are no established repayment terms.

Other receivables – related party

 

Other receivables – related party represent a receivable from AFH Holding & Advisory, a shareholder, for fees paid on their behalf for legal services.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

 

Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. As of January 1, 2013, federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash balances exceed federally insured limits.

Concentration of Credit Risk and Other Risks and Uncertainties

 

Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. As of January 1, 2013, federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash and cash equivalent bank balances exceed federally insured limits.

Stock Based Compensation

Stock Based Compensation

 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Stock Based Compensation

 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Income Taxes

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes.

 

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

 

The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at March 31, 2015 and December 31, 2014.

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of March 31, 2015 and December 31, 2014.

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes.

 

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

 

The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2014 and 2013.

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2014 and 2013.

Loss per Common Share

Loss per Common Share

 

The Company utilizes FASB ASC Topic No. 260, Earnings per Share. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

 

Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share.

 

he following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2015 and 2014:

 

    March 31,  
    2015     2014  
Warrants     7,722,501       634,300  
Stock options     757,977        
Convertible promissory notes     6,988,354       5,520,528  
      15,468,832       6,154,828  

Loss per Common Share

 

The Company utilizes FASB ASC Topic No. 260, Earnings per Share. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

 

Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share.

 

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2014 and 2013:

 

    December 31,  
    2014     2013  
Warrants     7,023,464       634,300  
Stock options     757,977        
Convertible promissory notes     6,911,659       5,095,427  
      14,693,100       5,729,727  

New Accounting Standards

New Accounting Standards

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and doesn’t expect any impact of adopting this guidance.

 

In June 2014, the FASB issued ASU 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." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40),” which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending December 31, 2014.

 

In April 2015, the FASB issued ASU 2015-3, "Interest - Imputation of Interest (Subtopic 835-30)," related to the presentation of debt issuance costs. This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption is required. We will adopt this pronouncement for our year beginning January 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.

New Accounting Standards

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and doesn’t expect any impact of adopting this guidance.

 

In June 2014, the FASB issued ASU 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.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the year ending December 31, 2014.

Summary of Significant Accounting Policies (Tables)

v2.4.0.8
Summary of Significant Accounting Policies (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Accounting Policies [Abstract]    
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2015 and 2014:

 

    March 31,  
    2015     2014  
Warrants     7,722,501       634,300  
Stock options     757,977        
Convertible promissory notes     6,988,354       5,520,528  
      15,468,832       6,154,828  

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2014 and 2013:

 

    December 31,  
    2014     2013  
Warrants     7,023,464       634,300  
Stock options     757,977        
Convertible promissory notes     6,911,659       5,095,427  
      14,693,100       5,729,727  

Property and Equipment (Tables)

v2.4.0.8
Property and Equipment (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Abstract]    
Schedule of Property and Equipment

Property and equipment consist of the following at:

 

    March 31, 2015     December 31, 2014  
             
Furniture and equipment   $ 12,405     $ 11,901  
Less accumulated depreciation     (851 )     (280 )
    $ 11,554     $ 11,621  

Property and equipment consist of the following at:

 

    December 31, 2014     December 31, 2013  
             
Furniture and equipment   $ 11,901     $ -  
Less accumulated depreciation     (280 )     -  
    $ 11,621     $ -  

Accounts Payable and Accrued Expenses (Tables)

v2.4.0.8
Accounts Payable and Accrued Expenses (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Payables and Accruals [Abstract]    
Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

 

    March 31, 2015     December 31, 2014  
             
Interest expense   $ 164,469     $ 87,774  
Accounts payable     200,019       119,776  
Payroll liabilities     11,030       7,839  
    $ 375,518     $ 215,389  

Accounts payable and accrued expenses consist of the following:

 

    December 31, 2014     December 31, 2013  
             
Interest expense   $ 87,774     $ 1,158,465  
Professional services     119,776       114,849  
Patents     -       85,412  
Deferred compensation     -       90,199  
Transaction costs     -       75,000  
Payroll liabilities     7,839       1,679  
    $ 215,389     $ 1,525,604  

Notes Payable to Related Party (Tables)

v2.4.0.8
Notes Payable to Related Party (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]    
Notes Outstanding (Principal and Interest) Including Unamortized Discount, with Mtf Related Party

As of March 31, 2015 and December 31, 2014, the Company’s notes outstanding, with MTF a related party, consisted of the following:

 

Note Type   Issue Date     Maturity
Date
    Interest
Rate
    March 31, 2015     December 31, 2014  
                               
New MTF Convertible Promissory Note     9/19/14       3/31/15       8.5 %     3,823,797       3,747,102  
                                         
Less: Accrued interest expense                             164,469       87,774  
Notes payable to related party                           $ 3,659,328     $ 3,659,328  

Note Type   Issue Date   Maturity
Date(1)
  Interest Rate   December 31, 2014     December 31, 2013  
                             
Convertible Promissory Note   1/18/08   3/31/15   PRIME + 1 ½%   $ -     $ 1,479,654  
Promissory Note   11/4/08   3/31/15   PRIME + 3%     -       343,429  
Promissory Note   3/17/09   3/31/15   PRIME + 8%     -       584,745  
Promissory Note   8/24/09   3/31/15   LIBOR + 8%     -       23,193  
Tranched Promissory Note   9/30/09   3/31/15   LIBOR + 8%     -       2,570,126  
Bridge Note, net of discount   4/29/13   10/14/14   12%     -       94,280  
New MTF Convertible Promissory Note   9/19/14   3/31/15   8.5%     3,747,102          
                  3,747,102       5,095,427  
Less: Accrued interest expense                 87,774       1,147,610  
Notes payable to related party, net of debt discount               $ 3,659,328     $ 3,947,817  

 

 

  (1) As amended.

Stockholders' Equity (Tables)

v2.4.0.8
Stockholders' Equity (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Equity [Abstract]    
Schedule of Outstanding Unexercised Common Stock Warrants

As of March 31, 2015, the Company had outstanding unexercised common stock warrants as follows:

 

Date Issued   Exercise Price     Number of Shares     Expiration date
                 
2006   $ 0.17       60,920     October 31, 2016
2009   $ 0.44       118,383     March 16, 2019
2010   $ 0.44       254,997     February 4 , 2020
April 2013   $ 1.00       50,000     April 28, 2020
June 2013   $ 1.00       50,000     June 4, 2020
September 2013   $ 1.00       25,000     September 20, 2020
November 2013   $ 1.00       75,000     November 14, 2020
July 2014   $ 1.50       166,667     May 30, 2018
July 2014   $ 1.50       166,667     June 30, 2018
July 2014   $ 1.00       500,000     June 30, 2018
July 2014   $ 1.00       46,667     July 2, 2018
July 2014   $ 0.00       12,625     July 10, 2018
September 2014   $ 1.62       625,000     August 31, 2021
September 2014   $ 1.00       699,671     September 18, 2021
September 2014   $ 1.00       89,588     September 29, 2021
October 2014   $ 1.00       126,582     October 23, 2017
October 2014   $ 1.58       3,955,697     October 23, 2017
February 2015   $ 1.58       699,037     February 14, 2018 
                     
Total warrants at March 31, 2015             7,722,501     3.76 years

As of December 31, 2014, the Company had outstanding unexercised common stock warrants as follows:

 

Date Issued   Exercise Price   Number of Shares  
           
2006   $0.17     60,920  
2009   $0.44     118,383  
2010   $0.44     254,997  
2013   $1.00     200,000  
2014   $1.00 - $1.62     6,389,164  
             
Total warrants at December 31, 2014         7,023,464  

Stock-Based Compensation (Tables)

v2.4.0.8
Stock-Based Compensation (Tables)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]    
Schedule of Stock Option Activity

A summary of stock option activity for the three months ended March 31, 2015, is presented below:

 

    Number     Weighted              
    of Shares     Average     Weighted        
    Remaining     Exercise     Average     Aggregate  
Subject to Exercise   Options     Price     Life (Years)     Value  
Outstanding as of January 1, 2014                                
Granted – 2014     757,977     $ 1.00       7.69       -  
Forfeited – 2014     -       -       -       -  
Exercised – 2014     -       -       -       -  
Outstanding as of January 1, 2015     757,977     $ 1.00       7.44       -  
Granted – 2015     -       -       -       -  
Forfeited – 2015     -       -       -       -  
Exercised – 2015     -       -       -       -  
Outstanding as of March 31, 2015     757,977     $ 1.00       7.44       -  

A summary of stock option activity for the year ended December 31, 2014, is presented below:

 

    Number of
Shares
    Weighted
Average
    Weighted        
    Remaining     Exercise     Average     Intrinsic  
Subject to Exercise   Options     Price     Life (Years)     Value  
Outstanding as of January 1, 2014     -     $ -       -       -  
Granted – 2014     757,977       1.00       7.69          
Forfeited – 2014     -     $ -       -       -  
Exercised – 2014     -     $ -       -       -  
Outstanding as of December 31, 2014     757,977     $ 1.00       7.69       -  

Schedule of Assumptions Using Black-Scholes Option Pricing Model  

The Company utilized the Black-Scholes option pricing model. The assumptions used for the year ended December 31, 2014 are as follows:

 

    December 31, 2014  
Risk free interest rate   1.83%-1.84%  
Expected life (in years)   4.5 to 6  
Expected Volatility   96.64%-98.7%  
Expected dividend yield   0%  

Schedule of Stock Option

Date Issued   Exercise Price     Number of Shares     Expiration date
                 
September 2014   $ 1.00       583,059     September 18, 2021
November 2014   $ 1.00       174,918     November 3, 2024
                     
Total options at March 31, 2015             757,977      

 
Schedule of Non-Vested Options

A summary of the changes in the Company’s non-vested options during the three months ended March 31, 2015, is as follows:

 

    Number of
Non-vested
Options
    Weighted Average
Fair Value at
Grant Date
    Intrinsic Value  
                   
Non-vested at January 1, 2015   -0-              
Vested in 2014   256,508              
Non-vested at January 1, 2015     501,469     $ 0.73       -  
Vested in three months ended March 31, 2015     -     $ -       -  
Non-vested at March 31, 2015     501,469     $ 0.73       -  
Exercisable at March 31, 2015     256,508     $ 0.73       -  
Outstanding at March 31, 2015     757,977     $ 0.73       -  

A summary of the changes in the Company’s non-vested options during the year ended December 31, 2014, is as follows:

 

    Number of
Non-vested Options
    Weighted Average
Fair Value at
Grant Date
    Intrinsic Value  
                   
Non-vested at January 1, 2014     -     $ -       -  
Vested in year ended December 31, 2014     256,508     $ 0.73       -  
Non-vested at December 31, 2014     501,469     $ 0.73       -  
Exercisable at December 31, 2014     256,508     $ 0.73       -  
Outstanding at December 31, 2014     757,977     $ 0.73       -  

Income Taxes (Tables)

v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Schedule of Provision for Income Taxes

The provision for income taxes consists of the following:

 

Year Ended December 31,   2014     2013  
             
Current:                
Federal   $ -     $ -  
State     1,600       800  
                 
Total current     1,600       800  
                 
Deferred:                
Federal     -       -  
State     -       -  
                 
Total deferred     -       -  
                 
Provision for income taxes   $ 1,600     $ 800  

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities consist of the following:

 

December 31,   2014     2013  
             
Deferred tax assets                
Net operating losses   $ 2,631,000     $ 1,866,000  
Patents     326,000       560,000  
Accrued expenses     952,000       550,000  
R&D credits     85,000       57,000  
Warrants     765,000       45,000  
                 
Total     4,759,000       3,078,000  
                 
Less: Valuation allowance     (4,759,000 )     (3,078,000 )
                 
    $ -     $ -  

The Company (Details Narrative)

v2.4.0.8
The Company (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 130 Months Ended 133 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Mar. 31, 2015
Common stock outstanding shares 5,000,000   5,000,000   5,000,000 5,000,000
Common stock remaining shares 3,853,600   3,853,600   3,853,600 3,853,600
Common stock issued and outstanding per share value $ 0.001   $ 0.001 $ 0.001 $ 0.001 $ 0.001
Net income loss $ (1,641,819) $ (323,647) $ (4,424,413) $ (1,082,204) $ 12,000,000 $ 12,000,000
Estimated operating expenditure for next twelve months 4,600,000   3,600,000   3,600,000 4,600,000
Bone Biologics Inc [Member]
           
Common stock issued and outstanding per share value $ 0.0001   $ 0.0001   $ 0.0001 $ 0.0001
Common stock converted combined number of share 19,897,587   19,897,587      
Number of outstanding warrants issuable shares 2,151,926   2,151,926      
Number of shares issuable upon the conversion of debt 5,648,658   5,648,658      
Payment to acquisition of asset value $ 590,000   $ 590,000      

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Summary of Significant Accounting Policies (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Mar. 31, 2015
AFH [Member]
Dec. 31, 2014
AFH [Member]
Jan. 02, 2013
Depositor [Member]
Dec. 31, 2012
Depositor [Member]
Mar. 31, 2015
Minimum [Member]
Dec. 31, 2014
Minimum [Member]
Mar. 31, 2015
Maximum [Member]
Dec. 31, 2014
Maximum [Member]
Estimated useful lives of property and equipment                 3 years 3 years 7 years 7 years
Deferred financing costs $ 871,251   $ 983,857    $ 871,251 $ 983,857            
Debt financing costs amortization 476,105    60,398                   
Federal insurance coverage cost             $ 250,000 $ 250,000        

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)

v2.4.0.8
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share 15,468,832 6,154,828 14,693,100 5,729,727
Warrants [Member]
       
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share 7,722,501 634,300 7,023,464 634,300
Stock Options [Member]
       
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share 757,977    757,977   
Convertible Promissory Notes [Member]
       
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share 6,988,354 5,520,528 6,911,659 5,095,427

Property and Equipment (Details Narrative)

v2.4.0.8
Property and Equipment (Details Narrative) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]        
Depreciation $ 571 $ 0 $ 280 $ 0

Property and Equipment - Schedule of Property and Equipment (Details)

v2.4.0.8
Property and Equipment - Schedule of Property and Equipment (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]      
Furniture and equipment $ 12,405 $ 11,901   
Less accumulated depreciation (851) (280)   
Property and equipment, Net $ 11,554 $ 11,621 $ 0

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details)

v2.4.0.8
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Payables and Accruals [Abstract]      
Interest expense $ 164,469 $ 87,774 $ 1,147,610
Professional services      114,849
Patents      85,412
Deferred compensation      90,199
Transaction costs      75,000
Accounts payable 200,019 119,776  
Payroll liabilities 11,030 7,839 1,679
Total Accounts Payable and Accrued Expenses $ 375,518 $ 215,389 $ 1,525,604

Commitments and Contingencies (10K) (Details Narrative)

v2.4.0.8
Commitments and Contingencies (10K) (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Oct. 31, 2014
Jul. 31, 2014
Mar. 31, 2015
License Agreement [Member]
Dec. 31, 2014
License Agreement [Member]
Oct. 22, 2013
License Agreement [Member]
UCLA [Member]
Dec. 31, 2014
License Agreement [Member]
UCLA [Member]
October 22, 2013 [Member]
Dec. 31, 2014
License Agreement [Member]
UCLA [Member]
October 22, 2013 [Member]
Mar. 31, 2015
Phase 1 Clinical Trial [Member]
Dec. 31, 2014
Phase 1 Clinical Trial [Member]
Mar. 31, 2015
Phase 3 Clinical Trial [Member]
Dec. 31, 2014
Phase 3 Clinical Trial [Member]
Dec. 31, 2014
PIPE [Member]
Bank [Member]
Minimum [Member]
Dec. 31, 2014
PIPE [Member]
Bank [Member]
Maximum [Member]
Dec. 31, 2014
AFH [Member]
Dec. 31, 2014
AFH [Member]
PIPE [Member]
Dec. 31, 2014
Investors [Member]
PIPE [Member]
Mar. 31, 2015
Bridge Financing [Member]
Dec. 31, 2014
Bridge Financing [Member]
Sep. 30, 2013
Bridge Financing [Member]
Apr. 30, 2013
Bridge Financing [Member]
Dec. 31, 2013
Bridge Financing [Member]
AFH [Member]
Sep. 30, 2013
Bridge Financing [Member]
AFH [Member]
Apr. 29, 2013
Bridge Financing [Member]
MTF [Member]
Oct. 31, 2013
Bridge Financing [Member]
Orthofix, Corp. [Member]
Jun. 05, 2013
Bridge Financing [Member]
Orthofix, Corp. [Member]
Principal amount                                     $ 250,000 $ 300,000     $ 100,000 $ 150,000 $ 100,000
Note accrued interest rate                                 12.00% 12.00%              
Percentage of warrants issued to purchase common stock                                 50.00% 50.00%              
Original principal amount price per share                                 $ 1.00 $ 1.00              
Equity securities issued amount                                 2,500,000 2,500,000              
Business acquisition purchase price                                         50,000 50,000      
Private financing debt equity                               10,000,000                  
Convertible debt 5,000,000 1,000,000                                              
Percentage of over allotment option                           15.00% 15.00% 15.00%                  
Public equity transaction in an amount                       8,000,000 10,000,000                        
Initial public offering amount                           40,000,000                      
Issuance of warrants to purchase of common stock                             500,000                    
Warrants term                             5 years                    
Payment to acquisition of asset value                           590,000                      
Notes payable               25,000 25,000 50,000 50,000                            
Percentage of sale of the licensed product equal     3.00% 3.00%                                          
Annual minimum royalty for life of the patent rights     25,000 25,000                                          
Payment of UCLA annual maintenance fee     10,000 10,000 2,500,000 2,500,000                                      
Food and drug administration marketing approval     50,000 50,000                                          
Due from private placements         100,000   100,000                                    
Commercial sale amount     25,000 25,000                                          
Percentage amount raised of private placement         2.00% 2.00%                                      
License commitment fee due date         Jun. 01, 2014 Jul. 01, 2014                                      
License commitment fee                   $ 100,000 $ 100,000                            

Commitments and Contingencies (10Q) (Details Narrative)

v2.4.0.8
Commitments and Contingencies (10Q) (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2015
Phase 1 Clinical Trial [Member]
Dec. 31, 2014
Phase 1 Clinical Trial [Member]
Mar. 31, 2015
Phase 3 Clinical Trial [Member]
Dec. 31, 2014
Phase 3 Clinical Trial [Member]
Mar. 31, 2015
License Agreement [Member]
Dec. 31, 2014
License Agreement [Member]
Oct. 22, 2013
License Agreement [Member]
UCLA [Member]
Mar. 31, 2015
Closing II [Member]
Mar. 31, 2015
Closing III [Member]
Mar. 31, 2015
Closing IV [Member]
Mar. 31, 2015
Closing IV [Member]
Minimum [Member]
Mar. 31, 2015
Closing IV [Member]
Maximum [Member]
Mar. 31, 2015
Closing V [Member]
Dec. 31, 2014
AFH [Member]
Mar. 31, 2015
Bridge Financing [Member]
Dec. 31, 2014
Bridge Financing [Member]
Sep. 30, 2013
Bridge Financing [Member]
Apr. 30, 2013
Bridge Financing [Member]
Dec. 31, 2013
Bridge Financing [Member]
AFH [Member]
Sep. 30, 2013
Bridge Financing [Member]
AFH [Member]
Apr. 29, 2013
Bridge Financing [Member]
MTF [Member]
Oct. 31, 2013
Bridge Financing [Member]
Orthofix, Corp. [Member]
Jun. 05, 2013
Bridge Financing [Member]
Orthofix, Corp. [Member]
Principal amount                                 $ 250,000 $ 300,000     $ 100,000 $ 150,000 $ 100,000
Note accrued interest rate                             12.00% 12.00%              
Percentage of warrants issued to purchase common stock                             50.00% 50.00%              
Original principal amount price per share                             $ 1.00 $ 1.00              
Equity securities issued amount                             2,500,000 2,500,000              
Business acquisition purchase price                                     50,000 50,000      
Payment to acquisition of asset value               590,000           590,000                  
Private financing debt equity                 10,000,000                            
Percentage of over allotment option                 15.00% 15.00%     15.00% 15.00%                  
Public equity transaction in an amount                     8,000,000 10,000,000                      
Initial public offering amount                         40,000,000 40,000,000                  
Issuance of warrants to purchase of common stock                 500,000                            
Warrants term                 5 years                            
Percentage of sale of the licensed product equal         3.00% 3.00%                                  
Annual minimum royalty for life of the patent rights         25,000 25,000                                  
Payment of UCLA annual maintenance fee         10,000 10,000 2,500,000                                
Food and drug administration marketing approval         50,000 50,000                                  
Commercial sale amount         25,000 25,000                                  
Percentage amount raised of private placement             2.00%                                
Due from private placements             100,000                                
Notes payable 25,000 25,000 50,000 50,000                                      
License commitment fee due date             Jun. 01, 2014                                
License commitment fee     $ 100,000 $ 100,000                                      

Notes Payable to Related Party (Details Narrative)

v2.4.0.8
Notes Payable to Related Party (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Sep. 19, 2014
Dec. 31, 2013
Apr. 30, 2013
MTF [Member]
Dec. 31, 2014
Series A and B Convertible Preferred Stock [Member]
Dec. 31, 2014
2008 January Convertible Promissory Note [Member]
Jan. 31, 2008
2008 January Convertible Promissory Note [Member]
Nov. 30, 2008
November 2008 Convertible Promissory Note [Member]
Mar. 31, 2009
November 2008 Convertible Promissory Note [Member]
Aug. 31, 2009
August 2009 Convertible Promissory Note [Member]
Dec. 31, 2014
Tranched Promissory Note [Member]
Dec. 31, 2013
Tranched Promissory Note [Member]
Sep. 30, 2009
Tranched Promissory Note [Member]
May 31, 2014
2014 Convertible Promissory Note [Member]
Dec. 31, 2014
2014 Convertible Promissory Note [Member]
Warrants [Member]
Dec. 31, 2014
Convertible Promissory Note [Member]
Dec. 31, 2013
Convertible Promissory Note [Member]
Sep. 15, 2014
MTF Short Term 2014 Loan [Member]
Sep. 19, 2014
MTF Convertible Note [Member]
Notes outstanding (principal and interest) including unamortized discount $ 3,823,797 $ 3,747,102   $ 5,095,427                                
Accrued interest on the notes payable to related party   87,774   1,147,610                                
Debt instrument face amount               1,107,000 250,000 400,000 16,400     445,000 250,000         3,659,328
Interest Rate, description 0.085 0.085                  

LIBOR + 8%

LIBOR + 8%

 

7% per annum compounded annually

 

PRIME + 1½%

PRIME + 1½%

eight and one-half percent (8.5%) accruing annually

 
Notes, interest rate                                 12.00%      
Maturity Date Mar. 31, 2015 Mar. 31, 2015                   Mar. 31, 2015 [1] Mar. 31, 2015 [1]   Jun. 15, 2015   Mar. 31, 2015 [1] Mar. 31, 2015 [1]    
Debt conversion, shares issued             1,533,356                          
Warrant to purchase shares of common stock                             166,667          
Exercise Price of Warrants     $ 1.00                       $ 1.50       $ 1.62  
Debt instrument maximum borrowing amount                           2,090,000         250,000  
Debt instrument amount outstanding         100,000                 2,088,350         250,000  
Maximum financing limit amount                             1,000,000          
Debt discount percentage                             25.00%          
Warrant term                             4 years          
Conversion of stock, shares issued           5,829,438                            
Warrant purchased, percentage of original principal amount numerator                               50.00%        
Per share amount issued to participant                               $ 1.00        
Equity financing, minimum aggregate amount                               2,500,000        
Notes payable to related party $ 3,659,328 $ 3,659,328   $ 3,947,817                                
Warrants included in connection with Notes                                     625,000  
Percentage of principal, accrued and unpaid interest of note converted into common stock                                       50.00%
[1] (1) As amended.

Notes Payable to Related Party - Notes Outstanding (Principal and Interest) Including Unamortized Discount, with MTF Related Party (Details)

v2.4.0.8
Notes Payable to Related Party - Notes Outstanding (Principal and Interest) Including Unamortized Discount, with MTF Related Party (Details) (USD $)
3 Months Ended 12 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Promissory Note One [Member]
Dec. 31, 2013
Promissory Note One [Member]
Dec. 31, 2014
Promissory Note Two [Member]
Dec. 31, 2013
Promissory Note Two [Member]
Dec. 31, 2014
Promissory Note Three [Member]
Dec. 31, 2013
Promissory Note Three [Member]
Dec. 31, 2014
Tranched Promissory Note [Member]
Dec. 31, 2013
Tranched Promissory Note [Member]
Dec. 31, 2014
New MTF Convertible Promissory Note [Member]
Dec. 31, 2013
New MTF Convertible Promissory Note [Member]
Dec. 31, 2014
Bridge Note Net of Discount [Member]
Dec. 31, 2013
Bridge Note Net of Discount [Member]
Dec. 31, 2014
Convertible Promissory Note [Member]
Dec. 31, 2013
Convertible Promissory Note [Member]
Issue Date Sep. 19, 2014 Sep. 19, 2014   Nov. 04, 2008 Nov. 04, 2008 Mar. 17, 2009 Mar. 17, 2009 Aug. 24, 2009 Aug. 24, 2009 Sep. 30, 2009 Sep. 30, 2009 Sep. 19, 2014 Sep. 19, 2014 Apr. 29, 2013 Apr. 29, 2013 Jan. 18, 2008 Jan. 18, 2008
Maturity Date Mar. 31, 2015 Mar. 31, 2015   Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1] Oct. 14, 2014 [1] Oct. 14, 2014 [1] Mar. 31, 2015 [1] Mar. 31, 2015 [1]
Interest Rate 0.085 0.085  

PRIME + 3%

PRIME + 3%

PRIME + 8%

PRIME + 8%

LIBOR + 8%

LIBOR + 8%

LIBOR + 8%

LIBOR + 8%

8.5%

8.5%

12%

12%

PRIME + 1½%

PRIME + 1½%

Convertible Promissory Note      $ 1,479,654                 $ 3,747,102 $ 3,747,102        
Promissory Note      180,690    343,429    584,745    23,193    2,570,126        94,280    
Notes payable, Gross 3,823,797 3,747,102 5,095,427                            
Less: Accrued interest expense 164,469 87,774 1,147,610                            
Notes payable to related party, net of debt discount $ 3,659,328 $ 3,659,328 $ 3,947,817                            
[1] (1) As amended.

Notes Payable (10K) (Details Narrative)

v2.4.0.8
Notes Payable (10K) (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Sep. 19, 2014
Dec. 31, 2013
Dec. 31, 2014
Convertible Promissory Note [Member]
Dec. 31, 2013
Convertible Promissory Note [Member]
May 31, 2014
2014 Convertible Promissory Note [Member]
Dec. 31, 2014
2014 Convertible Promissory Note [Member]
Warrants [Member]
Dec. 31, 2014
Orthofix Subsequent Financing [Member]
Dec. 31, 2014
MTF Short Term 2014 Loan [Member]
Dec. 31, 2014
Subsequent Orthofix Convertible Promissory Notes [Member]
Dec. 31, 2014
Orthofix Subsequent Financing [Member]
Dec. 31, 2014
Orthofix Subsequent Financing [Member]
MTF Short Term 2014 Loan [Member]
Jul. 31, 2014
Orthofix, Corp. [Member]
Jun. 30, 2013
Orthofix, Corp. [Member]
April Bridge Financing [Member]
Oct. 31, 2013
Orthofix, Corp. [Member]
September Bridge Financing [Member]
Sep. 30, 2013
AFH Acquisition X, Inc [Member]
Dec. 31, 2014
AFH Advisory [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Convertible Note [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Convertible Note [Member]
Maximum [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Convertible Note [Member]
Prime Rate [Member]
Oct. 24, 2014
Forefront [Member]
Short term borrowing                             $ 100,000 $ 150,000 $ 50,000            
Debt interest rate         12.00%                                    
Warrant purchased, percentage of original principal amount numerator               50.00%                              
Per share amount issued to participant               $ 1.00 $ 1.50                            
Equity financing, minimum aggregate amount               2,500,000                              
Warrant to purchase shares of common stock             166,667   500,000     166,667 333,334 166,667       500,000 3,955,697       126,582
Debt instrument face amount             250,000   500,000       250,000                    
Debt conversion, shares issued                 666,666   668,904                        
Debt instrument conversation price per share                 $ 0.75                     $ 0.001 $ 1.58    
Warrant exercise price     $ 1.00       $ 1.50     $ 1.62   $ 1.50 $ 1.50 $ 1.50         $ 1.58        
Convertible promissory note amount        1,479,654                               5,000,000      
Debt maturity date Mar. 31, 2015 Mar. 31, 2015     Mar. 31, 2015 [1] Mar. 31, 2015 [1] Jun. 15, 2015                         Oct. 24, 2017      
Debt instrument interest rate, minimum                                           4.00%  
Debt instrument interest rate, maximum                                           8.50%  
Percentage of average daily price of common stock measured                                       70.00%      
Debt instrument common stock price conversation period                                       60 days      
Loan for collateral value ratio percentage                                       50.00%      
Number of common stock shares issued for lending                                       6,329,114      
Percentage of commitment fee paid                                       3.00%      
Loan commitment fee amount                                       $ 150,000      
Warrant expiration date                                     Oct. 24, 2017        
[1] (1) As amended.

Notes Payable (10Q) (Details Narrative)

v2.4.0.8
Notes Payable (10Q) (Details Narrative) (USD $)
3 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Sep. 19, 2014
Oct. 24, 2014
Hankey Capital, LLC [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Convertible Note [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Convertible Note [Member]
Maximum [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Convertible Note [Member]
Prime Rate [Member]
Oct. 24, 2014
Forefront [Member]
Convertible promissory note amount        $ 1,479,654     $ 5,000,000      
Debt maturity date Mar. 31, 2015   Mar. 31, 2015       Oct. 24, 2017      
Debt instrument interest rate, minimum                 4.00%  
Debt instrument interest rate, maximum                 8.50%  
Debt instrument conversation price per share             $ 0.001 $ 1.58    
Warrant exercise price         $ 1.00 $ 1.58        
Percentage of average daily price of common stock measured             70.00%      
Debt instrument common stock price conversation period             60 days      
Loan for collateral value ratio percentage             50.00%      
Number of common stock shares issued for lending             6,329,114      
Percentage of commitment fee paid             3.00%      
Loan commitment fee amount             150,000      
Warrant to purchase shares of common stock           3,955,697       126,582
Warrant expiration date           Oct. 24, 2017        
Debt discount amortization 119,542 47,306 437,115 67,104            
Amortization over period 2 years 6 months                  
Unamortized debt discount $ 1,235,264   $ 1,354,806 $ 83,263            

Stockholders' Equity (10K) (Details Narrative)

v2.4.0.8
Stockholders' Equity (10K) (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Sep. 19, 2014
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Sep. 30, 2014
Consultants [Member]
Sep. 19, 2014
Consultants [Member]
Jul. 11, 2014
Consultants [Member]
Dec. 31, 2014
Consultants [Member]
Dec. 31, 2014
MTF Short Term 2014 Loan [Member]
Dec. 31, 2014
Extra Warrants [Member]
Dec. 31, 2014
Bridge Financings [Member]
Dec. 31, 2014
Orthofix Subsequent Financing [Member]
Dec. 31, 2014
Orthofix Subsequent Financing [Member]
MTF Short Term 2014 Loan [Member]
Dec. 31, 2014
Secured Term Note and Warrant [Member]
Mar. 31, 2015
Hankey Capital, LLC [Member]
Dec. 31, 2014
Hankey Capital, LLC [Member]
Oct. 24, 2014
Hankey Capital, LLC [Member]
Jul. 31, 2014
Orthofix, Corp. [Member]
Dec. 31, 2014
Agent Warrants [Member]
Dec. 31, 2014
Hankey Capital Secured Term Note [Member]
Preferred stock, shares authorized   20,000,000   20,000,000 20,000,000                                
Preferred stock, shares issued                                             
Common stock, shares authorized   100,000,000   100,000,000 100,000,000                                
Common stock, shares outstanding   24,269,047   24,269,047 10,928,099                                
Common shares issued for collateral on loan, shares                               6,329,114 6,329,114        
Issuance of warrants to purchase of common stock           89,588   12,625       200,000 166,667 333,334 3,955,697     3,955,697 166,667 46,667 126,582
Warrant exercise price $ 1.00         $ 1.00   $ 0.00   $ 1.62   $ 1.00 $ 1.50 $ 1.50 $ 1.58     $ 1.58 $ 1.50 $ 1.00 $ 1.00
Warrant expiration period           7 years 7 years 4 years       7 years 4 years           4 years    
Fair value of warrants $ 614,049         $ 77,207 $ 614,049 $ 12,625   $ 520,487 $ 407,917 $ 171,143 $ 116,164   $ 1,434,000       $ 111,804 $ 28,629 $ 197,441
Expected volatility rate           108.90% 113.70% 100.77%   113.70% 109.42% 109.00% 100.83%   96.77%       109.00% 109.10% 101.05%
Risk-free interest rate minimum                       1.10%                  
Risk-free interest rate maximum                       2.11%                  
Risk free interest rate           2.20% 2.29% 1.28%   0.0117% 2.17%   1.66%   0.82%       0.79% 0.39% 1.52%
Issuance of warrant                   625,000 500,000                    
Warrants expiration date                     Feb. 02, 2020       Oct. 24, 2017            
Contractual term           7 years 7 years 4 years     5 years       3 years         2 years 6 months 5 years
Dividend yield       0.00%   0.00% 0.00% 0.00%   0.00% 0.00%       0.00%         0.00% 0.00%
Warrant expiration term                                       5 years 5 years
Percentage of advisory warrant received                                       2.00%  
Forefront receive compensation   68,706    256,642                                2,500,000  
Debt issuance costs       520,487                                  
Percentage of warrants to purchase of diluted shares of common stock             3.00%                            
Issuance of common stock shares of merger             699,671                            
Common stock price per share             $ 1.00                            
Warrant vested period             2 years                            
Percentage of shares into warrant vested and exercisable             33.33%                            
Stock options description            

The warrant will vest over a two-year period from the effective date, with 33.33% of the shares subject to the warrant becoming vested and exercisable on the date that the consulting agreement is executed, 33.33% of the shares subject to the option becoming vested and exercisable on the date that is twelve (12) months after the effective date, and 33.34% of the shares subject to the warrant vesting and becoming exercisable on the date that is twenty four (24) months after the effective date.

                           
Unrecognized consulting cost related to unvested warrants                 324,532                        
Cost is expected to recongnized over a weighted average period       2 years 9 months         1 year 9 months                        
Debt discount cost related outstanding debt   119,542 47,306 437,115 67,104                                
Unamortized debt discount   $ 1,235,264   $ 1,354,806 $ 83,263                                

Stockholders' Equity (10Q) (Details Narrative)

v2.4.0.8
Stockholders' Equity (10Q) (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended
Sep. 19, 2014
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mar. 31, 2015
Agent Warrants [Member]
Mar. 31, 2015
Hankey Capital, LLC [Member]
Dec. 31, 2014
Hankey Capital, LLC [Member]
Preferred stock, shares authorized   20,000,000 20,000,000 20,000,000      
Preferred stock, shares issued                 
Common stock, shares authorized   100,000,000 100,000,000 100,000,000      
Common stock, shares outstanding   24,269,047 24,269,047 10,928,099      
Common shares issued for collateral on loan, shares           6,329,114 6,329,114
Warrants expiration duration         5 years    
Percentage of warrants equal to diluted shares outstanding         2.00%    
Fully diluted shares outstanding at the closing         2,500,000    
Warrants issued to purchase number of common stock         699,037    
Outstanding share, per share         $ 1.58    
Fair value of warrants $ 614,049       $ 363,499    
Fair value assumption, expected volatility 113.70%       97.76%    
Fair value assumption, risk-free interest rate 2.29%       1.10%    
Fair value assumption, contractual term 7 years       3 years    
Fair value assumption, dividend yield 0.00%       0.00%    

Stockholders' Equity - Schedule of Outstanding Unexercised Common Stock Warrants (Details)

v2.4.0.8
Stockholders' Equity - Schedule of Outstanding Unexercised Common Stock Warrants (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Number of Shares 757,977 757,977
Unexercised Common Stock Warrants [Member]
   
Number of Shares 7,722,501 7,023,464
Warrant expiration term 3 years 9 months 4 days  
2006 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 0.17 $ 0.17
Number of Shares 60,920 60,920
Warrants expiration date Oct. 31, 2016  
2009 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 0.44 $ 0.44
Number of Shares 118,383 118,383
Warrants expiration date Mar. 16, 2019  
2010 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 0.44 $ 0.44
Number of Shares   254,997
Warrants expiration date Feb. 04, 2020  
April 2013 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Warrants expiration date Apr. 28, 2020  
June 2013 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 50,000  
Warrants expiration date Jun. 04, 2020  
September 2013 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 25,000  
Warrants expiration date Sep. 20, 2020  
November 2013 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 75,000  
Warrants expiration date Nov. 14, 2020  
July 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.50  
Number of Shares 166,667  
Warrants expiration date May 30, 2018  
July 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.50  
Number of Shares 166,667  
Warrants expiration date Jun. 30, 2018  
July 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 500,000  
Warrants expiration date Jun. 30, 2018  
July 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 46,667  
Warrants expiration date Jul. 02, 2018  
July 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 0.00  
Number of Shares 12,625  
Warrants expiration date Jul. 10, 2018  
September 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.62  
Number of Shares 625,000  
Warrants expiration date Aug. 31, 2021  
September 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 699,671  
Warrants expiration date Sep. 18, 2021  
September 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 89,588  
Warrants expiration date Sep. 29, 2021  
October 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.00  
Number of Shares 126,582  
Warrants expiration date Oct. 23, 2017  
October 2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.58  
Number of Shares 3,955,697  
Warrants expiration date Oct. 23, 2017  
February 2015 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price $ 1.58  
Number of Shares 699,037  
Warrants expiration date Feb. 14, 2018  
April 2010 [Member] | Unexercised Common Stock Warrants [Member]
   
Number of Shares 254,997  
April 2013 [Member] | Unexercised Common Stock Warrants [Member]
   
Exercise Price   $ 1.00
Number of Shares 50,000 200,000
2014 [Member] | Unexercised Common Stock Warrants [Member]
   
Number of Shares   6,389,164
2014 [Member] | Unexercised Common Stock Warrants [Member] | Minimum [Member]
   
Exercise Price   $ 1.00
2014 [Member] | Unexercised Common Stock Warrants [Member] | Maximum [Member]
   
Exercise Price   $ 1.62

Stock-Based Compensation (Details Narrative)

v2.4.0.8
Stock-Based Compensation (Details Narrative) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Percentage of stock issued and outstanding 5.00%      
Stock-based compensation expense $ 68,706    $ 256,642   
Unrecognized compensation cost related to unvested stock options $ 228,442      
Weighted average period 1 year 9 months      
2014 Stock Option Plan [Member]
       
Shares authorized and reserved for issuance 2,642,898      

Stock-Based Compensation - Schedule of Stock Option Activity (Details)

v2.4.0.8
Stock-Based Compensation - Schedule of Stock Option Activity (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]    
Number of Shares Remaining Options Outstanding, Beginning balance 757,977  
Number of Shares Remaining Options, Granted - 2014,2015    757,977
Number of Shares Remaining Options, Forfeited - 2014.2015     
Number of Shares Remaining Options, Exercised - 2014.2015     
Number of Shares Remaining Options Outstanding, Ending balance 757,977 757,977
Weighted Average Exercise Price, Outstanding, Beginning $ 1.00  
Weighted Average Exercise Price, Granted - 2014.2015    $ 1.00
Weighted Average Exercise Price, Forfeited - 2014,2015     
Weighted Average Exercise Price, Exercised - 2014,2015     
Weighted Average Exercise Price, Outstanding, Ending $ 1.00 $ 1.00
Weighted Average Life (Years), Granted 2014,2015   7 years 8 months 9 days
Weighted Average Life (Years), Outstanding 7 years 5 months 9 days 7 years 5 months 9 days
Intrinsic Value, Share Outstanding     
Intrinsic Value, Share Ending      

Stock-Based Compensation - Schedule of Assumptions Using Black-Scholes option pricing model (Details)

v2.4.0.8
Stock-Based Compensation - Schedule of Assumptions Using Black-Scholes option pricing model (Details)
12 Months Ended
Dec. 31, 2014
Expected dividend yield 0.00%
Minimum [Member]
 
Weighted average risk free interest rate 1.83%
Weighted average life (in years) 4 years 6 months
Volatility 96.64%
Maximum [Member]
 
Weighted average risk free interest rate 1.84%
Weighted average life (in years) 6 years
Volatility 98.70%

Stock-Based Compensation - Schedule of Stock Option (Details)

v2.4.0.8
Stock-Based Compensation - Schedule of Stock Option (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2015
September 2014 [Member]
Mar. 31, 2015
November 2014 [Member]
Exericse price     $ 1.00 $ 1.00
Stock option 757,977 757,977 583,059 174,918
Expiration date     Sep. 18, 2021 Nov. 03, 2024

Stock-Based Compensation - Schedule of Non-Vested Options (Details)

v2.4.0.8
Stock-Based Compensation - Schedule of Non-Vested Options (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]    
Number of Non-vested Options Outstanding, Beginning 501,469   
Number of Non-vested Options, Vested 256,508 256,508
Number of Non-vested Options, Ending 501,469 501,469
Number of Non-vested Options, Exercisable 256,508 256,508
Number of Non-vested Options, Outstanding, Ending 757,977 757,977
Weighted Average Fair Value at Grant Date, Outstanding, Beginning Balance $ 0.73  
Weighted Average Fair Value at Grant Date, Vested     
Weighted Average Fair Value at Grant Date, Outstanding, Ending Balance $ 0.73 $ 0.73
Weighted Average Fair Value at Grant Date, Exercisable $ 0.73 $ 0.73
Weighted Average Fair Value at Grant Date, Outstanding, Ending Balance $ 0.73 $ 0.73
Intrinsic Value, Outstanding, Beginning Balance      
Intrinsic Value, Outstanding, Ending Balance      

Income Taxes (Details Narrative)

v2.4.0.8
Income Taxes (Details Narrative) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]      
Net operating loss carryforwards   $ 6,638,000 $ 4,681,000
Deferred tax assets valuation allowance   4,759,000 3,078,000
Deferred tax asset changes in valuation allowance   $ 1,680,000  
Effective tax rate 0.00% 0.00% 0.00%

Income Taxes - Schedule of Provision for Income Taxes (Details)

v2.4.0.8
Income Taxes - Schedule of Provision for Income Taxes (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]        
Federal          
State     1,600 800
Total current     1,600 800
Federal          
State          
Total deferred          
Provision for income taxes $ 1,600 $ 800 $ 1,600 $ 800

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details)

v2.4.0.8
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
Net operating losses $ 2,631,000 $ 1,866,000
Patents 326,000 560,000
Accrued expenses 952,000 550,000
R&D credits 85,000 57,000
Warrants 765,000 45,000
Total 4,759,000 3,078,000
Less: Valuation allowance (4,759,000) (3,078,000)
Deferred tax assets $ 0 $ 0

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended
Sep. 19, 2014
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Consulting fees for related party   $ 45,000 $ 30,000 $ 178,597 $ 120,000
Granted common stock outstanding by the company, percentage 3.00%        
Warrant issued during period for purchase common stock 699,671        
Warrant strike price per share $ 1.00        
Consultant term 7 years        
Percentage of vested and exercisable 33.33%        
Fair value of warrants value 614,049        
Expected volatility 113.70%        
Risk-free interest rate 2.29%        
Contractual term 7 years        
Dividend yield 0.00%        
Related party expense   45,000   47,500  
Research and development consulting services       320,000  
Deferred for payment until next equity financing       320,000 52,500
Deferred payment included in accrued expenses       $ 52,500 $ 52,500
12 Months [Member]
         
Percentage of vested and exercisable 33.33%        
24 Months [Member]
         
Percentage of vested and exercisable 33.34%        

Transaction Costs (Details Narrative)

v2.4.0.8
Transaction Costs (Details Narrative) (USD $)
12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
AFH Advisory [Member]
Payment of acquisition cost       $ 500,000
Payments for merger and public offering cost       90,000
Other receivable - related party $ 75,000 $ 75,000     

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
0 Months Ended
Dec. 31, 2014
Oct. 31, 2014
Jul. 31, 2014
Dec. 31, 2013
May 04, 2015
Subsequent Event [Member]
Hankey Capital, LLC [Member]
May 04, 2015
MTF Convertible Note [Member]
Subsequent Event [Member]
May 04, 2015
Second Secured Convertible Note And Warrant [Member]
Subsequent Event [Member]
May 04, 2015
Second Secured Convertible Note And Warrant [Member]
Subsequent Event [Member]
Prime Rate [Member]
Convertible note   $ 5,000,000 $ 1,000,000     $ 3,659,328 $ 2,000,000  
Accrued interest (87,774)     (1,147,610)   193,443    
Number of stock shares converted         2,531,646 2,438,463    
Debt instruments prime rate               0.04
Interest rate minimum             8.50%  
Share price             $ 1.58  
Percentage of average daily price for Common Stock             70.00%  
Maximum percentage of loan that can maintain             50.00%  
Percentage of commitment fee         3.00%      
Loans payable         $ 60,000      
Warrants issued         1,898,734      
Common Stock exercise price per share         $ 1.58      
Warrants expiration date         May 04, 2018      
Maximum percentage of issued and outstanding common stock         4.999%