Note 2 – Going Concern and Management’s
Plans
As of March 31, 2017, the Company had a working
capital deficiency and a stockholders’ deficiency of $6,020,915 and $4,721,666, respectively. During the three months
ended March 31, 2017 and 2016, the Company incurred net losses of $2,785,754 and $2,487,328, respectively. These conditions indicate
that there is substantial doubt about the Company’s ability to continue as a going concern within the next twelve months
from the filing date of this report.
The Company’s primary source of operating
funds since inception has been equity and debt financings. The Company intends to continue to raise additional capital through
debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its
development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely
basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes
into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional
activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations,
and ultimately the Company could be forced to discontinue its operations and liquidate.
The accompanying unaudited condensed consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America
(“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction
of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements
do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements
do not include any adjustment that might result from the outcome of this uncertainty.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 2 – Going Concern and Management’s
Plans – Continued
Subsequent to March 31, 2017, the Company
has received aggregate equity proceeds and debt proceeds of $54,000 and $325,000, respectively, debt and accrued
interest of $140,000 and $6,137, respectively, has been converted into or exchanged for common stock, and the due date for the
repayment of $462,250 of debt has been extended to dates between June 2017 and October 2017. As a result, the Company expects
to have the cash required to fund its operations through mid-June 2017. While there can be no assurance that it will be
successful, the Company is in negotiations to raise additional capital. As of the filing date of this report, the Company has
notes payable with an aggregate principal balance of $252,500 which are past due. The Company is currently in the process
of negotiating extensions or discussing conversions to equity with respect to these notes. However, there can be no assurance
that the Company will be successful in extending or converting these notes. See Note 8 – Subsequent Events for additional
details.
Note 3 – Summary of Significant
Accounting Policies
Principles of Consolidation
The unaudited condensed consolidated financial
statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated
in the consolidation. As discussed above, Cayman, which had no material assets, liabilities or operations (other than intercompany
balances) and is no longer needed to facilitate certain financings, was dissolved during the three months ended March 31, 2017.
Use of Estimates
The preparation of financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue
and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful
lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, warrants issued in connection
with notes payable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s
estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique
to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the
Company’s estimates and could cause actual results to differ from those estimates.
Reclassification
Certain amounts in prior periods have been
reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss.
Concentrations
One license and the related royalties comprised
substantially all of the Company’s revenue during the three months ended March 31, 2017 and 2016. See Revenue Recognition
below.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 3 – Summary of Significant Accounting
Policies – Continued
Revenue Recognition
The Company’s policy is to recognize
product sales when the risk of loss and title to the product transfers to the customer, after estimating potential returns. The
Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement
exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable,
and (iv) collectability is reasonably assured. During the three months ended March 31, 2017 and 2016, the Company recognized revenue
related to sales of Stem Pearls skincare products of $0 and $125, respectively.
In November 2015, the Company and a stem cell
treatment company (“SCTC”) entered into an amendment to a January 27, 2012 license agreement between them. Pursuant
to the amendment, effective November 30, 2015, the Company granted to the SCTC a non-exclusive sublicense to use, and the right
to sublicense to third parties the right to use, in certain locations in the United States, certain intellectual property related
to stem cell disc procedures (that originally was licensed to the Company by the SCTC pursuant to the January 27, 2012 license
agreement). In consideration of the sublicense, the SCTC has agreed to pay the Company royalties on a per disc procedure basis.
During the three months ended March 31, 2017 and 2016, the Company recognized $7,000 and $9,000, respectively, of revenue related
to the Company’s sublicense agreement.
Net Loss Per Common Share
Basic loss per common share is computed by
dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted
into common stock.
The following securities are excluded from
the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Options
|
|
|
2,168,950
|
|
|
|
1,345,450
|
|
Warrants
|
|
|
3,513,956
|
|
|
|
2,275,036
|
|
Convertible notes
|
|
|
136,360
|
|
|
|
68,467
|
|
Total potentially dilutive shares
|
|
|
5,819,266
|
|
|
|
3,688,953
|
|
Stock-Based Compensation
The Company measures the cost of services
received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of
the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting
dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over
the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the
shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable
common stock as reported on the OTCQB market. The fair value of the Company’s restricted equity instruments was estimated
by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted
to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company
issues new shares of common stock out of its authorized shares.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 3 – Summary of Significant Accounting
Policies – Continued
Subsequent Events
The Company evaluates events that have occurred
after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify
any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial
statements, except as disclosed.
Recently Issued Accounting Pronouncements
In March 2016, the Financial Accounting Standards
Board issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation – Stock Compensation (Topic
718)” (“ASU 2016-09”). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based
payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification
on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption
permitted. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial
statements.
Note 4 – Accrued Expenses and Other
Current Liabilities
Accrued expenses and other current liabilities
are comprised of the following:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
Credit card payable
|
|
$
|
1,607
|
|
|
$
|
1,778
|
|
Accrued payroll
|
|
|
888,387
|
|
|
|
1,105,293
|
|
Accrued research and development expenses
|
|
|
411,175
|
|
|
|
581,175
|
|
Accrued general and administrative expenses
|
|
|
318,893
|
|
|
|
263,468
|
|
Deferred rent
|
|
|
50,797
|
|
|
|
52,945
|
|
Total accrued expenses
|
|
$
|
1,670,859
|
|
|
$
|
2,004,659
|
|
During the three months ended March 31, 2017,
the Company received non-interest bearing advances in the amount of $30,015 from an officer of the Company and repaid an aggregate
of $45,015 of non-interest bearing advances from a director and an officer of the Company.
Effective March 1, 2017, the Company entered
into an exchange agreement with the Chairman of the Company’s Scientific Advisory Board, pursuant to which an aggregate of
$175,000 of accrued consulting fees were exchanged for 58,334 shares of common stock of the Company and, in consideration thereof,
the Company issued to such person an immediately vested five-year warrant for the purchase of 58,334 shares of common stock of
the Company at an exercise price of $4.00 per share. The common stock and warrants had an aggregate grant date value of $211,752
and, as a result, the Company recorded a loss on settlement of payables of $36,752.
Effective March 1, 2017, the Company entered
into exchange agreements with four non-employee directors of the Company, pursuant to which an aggregate of $265,000 of accrued
director fees were exchanged for an aggregate of 88,334 shares of common stock of the Company and, in consideration thereof, the
Company issued to the directors immediately vested five-year warrants for the purchase of an aggregate of 88,334 shares of common
stock of the Company at an exercise price of $4.00 per share. The aggregate value of shares and warrants were $320,652, and accordingly
the Company recorded a loss on settlement of payables of $55,652.
See Note 6 – Commitments and Contingencies
– Consulting Agreements for details regarding an additional exchange of accrued consulting fees for shares of common stock
and warrants.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 5 – Notes Payable
A summary of the notes payable activity during
the three months ended March 31, 2017 is presented below:
|
|
Related Party
|
|
|
Convertible
|
|
|
Other
|
|
|
Debt
|
|
|
|
|
|
|
Notes
|
|
|
Notes
|
|
|
Notes
|
|
|
Discount
|
|
|
Total
|
|
Outstanding, December 31, 2016
|
|
$
|
697,500
|
|
|
$
|
390,000
|
[1]
|
|
$
|
1,249,065
|
|
|
$
|
(179,964
|
)
|
|
$
|
2,156,601
|
|
Issuances
|
|
|
-
|
|
|
|
-
|
|
|
|
242,000
|
|
|
|
-
|
|
|
|
242,000
|
|
Exchanges for equity
|
|
|
(97,500
|
)
|
|
|
-
|
|
|
|
(182,500
|
)
|
|
|
-
|
|
|
|
(280,000
|
)
|
Conversions to equity
|
|
|
-
|
|
|
|
(65,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(65,000
|
)
|
Repayments
|
|
|
(50,000
|
)
|
|
|
-
|
|
|
|
(24,000
|
)
|
|
|
-
|
|
|
|
(74,000
|
)
|
Recognition of debt discount
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(75,620
|
)
|
|
|
(75,620
|
)
|
Accretion of interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,052
|
|
|
|
41,052
|
|
Amortization of debt discount
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
132,742
|
|
|
|
132,742
|
|
Outstanding, March 31, 2017
|
|
$
|
550,000
|
|
|
$
|
325,000
|
[1]
|
|
$
|
1,284,565
|
|
|
$
|
(81,790
|
)
|
|
$
|
2,077,775
|
|
|
[1]
|
As of March 31, 2017 and December 31, 2016, a designated portion of convertible notes with an aggregate principal balance of $325,000 and $390,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $256,250 and $296,250 of principal into shares of common stock at March 31, 2017 and December 31, 2016, respectively, at the same conversion price.
|
Related Party Notes
As of March 31, 2017 and December 31, 2016,
related party notes consisted of notes payable issued to certain directors of the Company and the Tuxis Trust (the “Trust”).
A director and principal shareholder of the Company serves as the trustee of Trust, which was established for the benefit of his
immediate family.
Convertible Notes and Other Notes
Issuances
On January 3, 2017, the Company issued a lender
a six-month note payable in the principal amount of $242,000, which bears no interest, for cash proceeds of $200,000. The $42,000
difference was recorded as an original issue discount and is being amortized over the term of the note. In connection with
the issuance of this promissory note, the Company issued the lender an immediately vested five-year warrant to purchase 20,000
shares of common stock an exercise price of $4.00 per share. The relative fair value of the warrant of $28,730 has been recorded
as a debt discount and is being amortized over the term of the note.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 5 – Notes Payable – Continued
Convertible Notes and Other Notes
–
Continued
Conversions, Exchanges and Other
During the three months ended March 31, 2017,
the Company and certain lenders agreed to exchange certain notes payable with an aggregate principal balance of $280,000 and aggregate
accrued interest of $7,402 into an aggregate of 95,802 shares of common stock and immediately vested five-year warrants to purchase
an aggregate of 95,802 shares of common stock at an exercise price of $4.00 per share. In addition, in consideration of the exchange
by one lender, the Company agreed to extend the expiration dates of certain warrants held by the lender for the purchase of an
aggregate of 18,000 shares of common stock of the Company at an exercise price of $4.00 per share, from expiration dates ranging
from April 27, 2021 to January 31, 2022 to a new expiration date of February 8, 2022. The common stock, warrants, and warrant modification
(which represents the incremental value of the modified warrant as compared to the original warrant value, both valued as of the
modification date) had an aggregate exchange date value of $348,742 and, as a result, the Company recorded a loss on extinguishment
of notes payable of $61,340.
During the three months ended March 31, 2017,
the Company elected to convert certain convertible notes with an aggregate principal balance of $65,000 and aggregate accrued interest
of $3,411 into an aggregate of 26,207 shares of common stock at conversion prices ranging from $2.51 to $2.77 per share.
During the three months ended March 31, 2017,
the Company and certain lenders agreed to extend notes payable with an aggregate principal balance of $322,000 from maturity dates
ranging between January 2017 to February 2017 to new maturity dates ranging from March 2017 to April 2017. In connection with one
of the extensions, the Company issued the lender a five-year, immediately vested warrant to purchase 3,000 shares of common stock
at an exercise price of $4.00 per share. The grant date fair value of the warrant of $4,890 has been recorded as debt discount
and is being amortized over the term of the note.
During the three months ended March 31, 2017,
the Company repaid an aggregate principal amount of $74,000 of notes payable.
Note 6 –
Commitments
and
Contingencies
Consulting Agreements
Business Advisory Services
In March 2017, a February 2011 agreement for
business advisory services that had expired on December 31, 2016 was further amended. Pursuant to the amendment, the agreement
was reinstated effective as of January 1, 2017 and provides for an expiration date of December 31, 2017. In consideration of the
extension of the term of the consulting agreement, the Company issued to the consultant an immediately vested five-year warrant
for the purchase of 25,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate grant date
value of the warrant of $40,763 was recognized immediately as stock-based compensation expense which is reflected as consulting
expense in the unaudited condensed consolidated financial statements. Concurrently, the Company entered into an exchange agreement
with the consultant pursuant to which $30,000 of accrued consulting fees were exchanged for 10,000 shares of common stock of the
Company and, in consideration thereof, the Company issued to the consultant an immediately vested five-year warrant for the purchase
of 10,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate value of shares and warrant
were $36,300, and accordingly the Company recorded a loss on settlement of payables of $6,300.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 6 –
Commitments
and
Contingencies – Continued
Operating Lease
Rent expense amounted to $32,000 and $33,000
for the three months ended March 31, 2017 and 2016, respectively.
Litigations, Claims and Assessments
In the normal course of business, the Company
may be involved in legal proceedings, claims and assessments arising in the ordinary course of business.
The Company records legal costs associated
with loss contingencies as incurred and accrues for all probable and estimable settlements.
Employment Agreements
In
February 2017 and March 2017, the Company’s Compensation Committee and Board of Directors, respectively, approved the following
associated with performance-based cash bonuses for certain of the Company’s officers and current employees: (i) new performance-based
cash bonuses payable for the year ending December 31, 2017 such that an aggregate of up to $402,500 could be earned for such year
pursuant to the satisfaction of such goals; and (ii) the amendment of the performance-based cash bonuses for the year ended December
31, 2016 such that an aggregate of up to $345,250 could be earned for such year pursuant to the satisfaction of such goals. Also,
pursuant to the amendment of the performance-based cash bonuses, the Company’s officers and certain employees achievement
date of 2016 milestones has been extended from January 31, 2017 to July 31, 2017. As of December 31, 2016, the Company accrued
approximately $191,000 for 2016 bonus milestones which were achieved and approximately $100,000 for 2016 bonus milestones which
were probable to be achieved. As of March 31, 2017, the Company accrued approximately $255,000 for 2016 bonus milestones which
were achieved, approximately $53,000 for 2016 bonus milestones which are probable to be achieved and approximately $99,000 for
2017 bonus milestones which are probable to be achieved.
Note 7 – Stockholders’ Deficiency
Common Stock and Warrant Offerings
During the three months ended March 31, 2017,
the Company issued an aggregate of 303,335 shares of common stock and five-year immediately vested warrants to purchase an aggregate
of 313,335 shares of common stock at an exercise price of $4.00 to investors for aggregate gross proceeds of $910,000. The warrants
had an aggregate grant date fair value of $510,735.
Warrant and Option Valuation
The Company has computed the fair value of
warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation
and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual
option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures
related to option grants at an annual rate ranging from 0% to 5% for options granted during the three months ended March 31, 2017
and 2016. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term
used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding.
The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla”
employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities,
over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies
within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with
a remaining term consistent with the expected term of the instrument being valued.
Warrant Modification and Exercise
During the three months ended March 31, 2017,
with respect to a warrant held by an investor, the Company agreed that (i) the conditions to the exercisability of the warrant
for tranches to purchase an aggregate of 35,000 shares were eliminated, such that the entire warrant to purchase 50,000 shares
of common stock was exercisable, and (ii) the exercise price of the warrant was reduced from an exercise price of $30.00 per share
to $3.50 per share. Concurrent with the modification of the warrant, the investor exercised the warrant in full for aggregate gross
proceeds to the Company of $175,000. The Company recognized a warrant modification charge of $4,500 during the three months ended
March 31, 2017, which represents the incremental value of the modified warrants as compared to the original warrants, both valued
as of the respective modification dates which is reflected in warrant modification expense in the unaudited condensed consolidated
statement of operations
.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 7 – Stockholders’ Deficiency
– Continued
Stock Warrants
In applying the Black-Scholes option pricing
model to warrants granted, the Company used the following assumptions:
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Risk free interest rate
|
|
|
2.14% - 2.33
|
%
|
|
|
0.44% - 1.47
|
%
|
Expected term (years)
|
|
|
5.00
|
|
|
|
0.67-5.00
|
|
Expected volatility
|
|
|
132
|
%
|
|
|
124
|
%
|
Expected dividends
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
The weighted average estimated fair value of
the warrants granted during the three months ended March 31, 2017 and 2016 was approximately $1.63 and $0.89 per share, respectively.
The Company recorded stock–based compensation
expense of $40,763 and $0 during the three months ended March 31, 2017 and 2016, respectively, related to stock warrants issued
as compensation, which is reflected as consulting expense in the unaudited condensed consolidated statements of operations. As
of March 31, 2017, there was no unrecognized stock-based compensation expense related to stock warrants.
A summary of the warrant activity during the
three months ended March 31, 2017 is presented below:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Life
|
|
|
Intrinsic
|
|
|
|
Warrants
|
|
|
Price
|
|
|
In Years
|
|
|
Value
|
|
Outstanding, December 31, 2016
|
|
|
2,953,651
|
|
|
$
|
5.40
|
[1]
|
|
|
|
|
|
|
|
|
Issued
|
|
|
613,805
|
|
|
|
4.00
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(50,000
|
)
|
|
|
3.50
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(3,500
|
)
|
|
|
30.00
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2017
|
|
|
3,513,956
|
|
|
$
|
5.03
|
|
|
|
3.4
|
|
|
$
|
430,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, March 31, 2017
|
|
|
3,513,956
|
|
|
$
|
5.03
|
|
|
|
3.4
|
|
|
$
|
430,902
|
|
|
[1]
|
Excludes the impact of a warrant to purchase 35,000 shares of common stock that had an exercise price which was the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability was subject to satisfaction of certain performance criteria which had not occurred as of December 31, 2016. As discussed above under Warrant Modification and Exercise; the performance criteria were eliminated and the exercise price was reduced to $3.50 per share in consideration of the full exercise of the warrant by the holder.
|
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 7 – Stockholders’ Deficiency
– Continued
Stock Warrants
- Continued
The following table presents information related
to stock warrants at March 31, 2017:
Warrants Outstanding
|
|
Warrants Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Outstanding
|
|
|
Average
|
|
|
Exercisable
|
|
Exercise
|
|
Number of
|
|
|
Remaining Life
|
|
|
Number of
|
|
Price
|
|
Warrants
|
|
|
In Years
|
|
|
Warrants
|
|
$4.00 - $4.99
|
|
|
2,168,050
|
|
|
|
3.6
|
|
|
|
2,168,050
|
|
$5.00 - $5.99
|
|
|
1,169,243
|
|
|
|
3.2
|
|
|
|
1,169,243
|
|
$6.00 - $7.99
|
|
|
40,000
|
|
|
|
3.3
|
|
|
|
40,000
|
|
$8.00 - $9.99
|
|
|
2,500
|
|
|
|
2.7
|
|
|
|
2,500
|
|
$10.00 - $14.99
|
|
|
55,446
|
|
|
|
3.0
|
|
|
|
55,446
|
|
$15.00 - $19.99
|
|
|
38,559
|
|
|
|
2.4
|
|
|
|
38,559
|
|
$20.00 - $80.00
|
|
|
40,158
|
|
|
|
0.7
|
|
|
|
40,158
|
|
|
|
|
3,513,956
|
|
|
|
3.4
|
|
|
|
3,513,956
|
|
Stock Options
On February 14, 2017, the Compensation Committee
reduced the exercise price of outstanding options for the purchase of an aggregate of 1,219,450 shares of common stock of the Company
(with exercise prices ranging between $5.70 and $30.00 per share) to $4.70 per share, which was the closing price for the Company’s
common stock on February 13, 2017, as reported by the OTCQB. The exercise price reduction related to options held by, among others,
the Company’s executive officers and directors. The incremental value of the modified options compared to the original options,
both valued as of the respective modification date, of $430,394 is being recognized over the vesting term of the options.
The following table presents information related
to stock options at March 31, 2017:
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Outstanding
|
|
|
Average
|
|
|
Exercisable
|
|
Exercise
|
|
Number of
|
|
|
Remaining Life
|
|
|
Number of
|
|
Price
|
|
Options
|
|
|
In Years
|
|
|
Options
|
|
$3.10 - $3.99
|
|
|
857,000
|
|
|
|
9.2
|
|
|
|
197,336
|
|
$4.00 - $4.99
|
|
|
1,234,450
|
|
|
|
7.0
|
|
|
|
882,617
|
|
$5.00 - $5.99
|
|
|
5,000
|
|
|
|
7.2
|
|
|
|
5,000
|
|
$6.00 - $19.99
|
|
|
37,500
|
|
|
|
6.8
|
|
|
|
37,500
|
|
$20.00 - $30.00
|
|
|
35,000
|
|
|
|
5.0
|
|
|
|
35,000
|
|
|
|
|
2,168,950
|
|
|
|
7.3
|
|
|
|
1,157,453
|
|
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 7 – Stockholders’ Deficiency
– Continued
Stock Options
- Continued
The following table presents information related
to stock option expense:
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
For the Period Ended
|
|
|
Unrecognized at
|
|
|
Amortization
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
Period
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
(Years)
|
|
Consulting
|
|
$
|
268,614
|
|
|
$
|
104,094
|
|
|
$
|
752,638
|
|
|
|
1.2
|
|
Research and development
|
|
|
258,416
|
|
|
|
100,502
|
|
|
|
781,361
|
|
|
|
1.8
|
|
General and administrative
|
|
|
387,600
|
|
|
|
140,329
|
|
|
|
884,526
|
|
|
|
1.3
|
|
|
|
$
|
914,630
|
|
|
$
|
344,925
|
|
|
$
|
2,418,525
|
|
|
|
1.4
|
|
Note 8 - Subsequent Events
Notes Payable
Subsequent to March 31, 2017, the Company
issued notes payable with an aggregate principal amount of $255,000 for aggregate cash consideration of $225,000 which bears interest
at rates ranging from 0% to 10% per annum payable at maturity. The $30,000 difference between the principal amount of the promissory
notes and the cash received was recorded as an original issue discount and will be amortized to interest expense over the term of the note.
In connection with the issuance of these promissory notes, the Company issued five-year, immediately vested warrants to purchase
an aggregate of 20,000 shares of common stock at an exercise price of $4.00 per share.
Subsequent to March 31, 2017, the Company issued
a convertible note in the principal amount of $100,000 which bears interest at a rate of 10% per annum. The convertible note is
payable as follows: (i) $25,000 of principal and the respective accrued interest on such principal is payable six months from the
issuance date (the “First Maturity Date”), (ii) $25,000 of principal and the respective accrued interest on such principal
is payable two weeks following the First Maturity Date, (iii) $25,000 of principal and the respective accrued interest on such
principal is payable four weeks following the First Maturity Date, and (iv) $25,000 of principal and the respective accrued interest
on such principal is payable six weeks following the First Maturity Date. Each payment of principal and the respective accrued
interest is convertible into shares of the Company’s common stock at the election of the Company during the period beginning
five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to 60% of the fair
market value of the Company’s stock; however, in no event shall the conversion price be less than $1.00. Should the Company
elect to convert any of the note principal and respective accrued interest, the holder will have the right to accelerate the conversion
of the remaining outstanding principal and accrued interest of the note at the same conversion price. The Company will recognize
the beneficial conversion feature of the note as debt discount at the time the contingently adjustable conversion ratio is resolved.
In connection with the issuance of this promissory note, the Company issued the lender 8,000 shares of common stock.
Subsequent to March 31, 2017, the Company elected
to convert certain convertible notes with an aggregate principal balance of $68,750 and accrued interest of $3,425 into an aggregate
of 27,999 shares of common stock at conversion prices ranging from $2.56 to $2.70 per share.
Subsequent to March 31, 2017, the Company and
a certain lender agreed to exchange a certain note payable with a principal balance of $50,000 and accrued interest of $2,712 into
29,280 shares of common stock at an exchange price of $1.80 per share.
BIORESTORATIVE THERAPIES,
INC. & SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 8 - Subsequent Events – Continued
Notes Payable
– Continued
Subsequent to March 31, 2017, the Company
and certain lenders agreed to extend the maturity date of notes payable with an aggregate principal balance of $478,000 from maturity
dates ranging between February 2017 to April 2017 to new maturity dates ranging from June 2017 to October 2017. In connection with
one of the extensions, the Company issued the lender a five-year, immediately vested warrant to purchase 15,000 shares of common
stock at an exercise price of $5.00 per share. Additionally, in connection with one of the extensions, the Company incurred an
extension fee in the amount of $8,500 which was added to the principal balance of the note. In consideration of the extension
and the cancellation of $21,250 of the principal amount of the note payable, the Company issued to the lender 7,000 shares of
its common stock.
Common Stock and Warrant Offerings
Subsequent to March 31, 2017, the Company
issued an aggregate of 18,000 shares of common stock and five-year immediately vested warrants to purchase an aggregate
of 18,000 shares of common stock at an exercise price of $4.00 per share to investors for aggregate gross proceeds of $54,000
Compensation
Subsequent to March 31, 2017, the Company
extended their current agreement with a consultant from January 1, 2017 to June 30, 2017. In connection with this extension, the
Company issued five-year immediately vested warrants to purchase 20,000 shares of common stock at an exercise price of
$4.50 per share.
Item 2: Management’s Discussion
and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of the results of operations and financial condition of BioRestorative Therapies, Inc. (together
with its subsidiaries, “BRT”) for the three months ended March 31, 2017 and 2016 should be read in conjunction with
our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form
10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,”
“we,” “our,” and similar terms refer to BRT. This Quarterly Report contains forward-looking statements
as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly
Report may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or
other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections
involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,”
“expect,” “believe,” “anticipate,” “project,” “plan,” “intend,”
“estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking
statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number
of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements
and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to,
the risks and uncertainties discussed in Item 7 (“Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Factors That May Affect Results and Financial Condition”) of our Annual Report on Form 10-K
for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2017.
Any
one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially
from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether from new information, future events or otherwise.
This
Quarterly Report on Form 10-Q includes references to our federally registered trademarks, BioRestorative Therapies, brtxDISC,
ThermoStem and Stem Pearls. This Quarterly Report on Form 10-Q may also include references to trademarks, trade names and service
marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this Quarterly
Report on Form 10-Q appear without the ®, SM or ™ symbols, and copyrighted content appears without the use of the symbol
©, but the absence of use of these symbols does not reflect upon the validity or enforceability of the intellectual property
owned by us or third parties.
Overview
We develop therapeutic
products and medical therapies using cell and tissue protocols, primarily involving adult (non-embryonic) stem cells. We are currently
pursuing our Disc/Spine Program with our initial therapeutic product being called
BRTX-100
. We have obtained a license to
use technology for adult stem cell treatment of disc and spine conditions, including protruding and bulging lumbar discs. The technology
is an advanced stem cell injection procedure that may offer relief from lower back pain, buttock and leg pain, and numbness and
tingling in the legs and feet. We are also developing our ThermoStem Program. This pre-clinical program involves the use of brown
fat in connection with the cell-based treatment of type 2 diabetes and obesity as well as hypertension, other metabolic disorders
and cardiac deficiencies. A United States patent related to the ThermoStem Program was issued in September 2015.
We have licensed a patented
curved needle device that is a needle system designed to deliver cells and/ or other therapeutic products or materials to the spine
and discs. We also offer stem cell derived cosmetic and skin care products.
Our offices are located
in Melville, New York where we have established a laboratory facility in order to increase our capabilities for the further development
of possible cellular-based treatments, products and protocols, stem cell-related intellectual property and translational research
applications.
As of March 31, 2017,
our accumulated deficit was $44,745,552, our stockholders’ deficiency was $4,721,666 and our working capital deficiency
was $6,020,915. We have historically only generated a modest amount of revenue, and our losses have principally been operating
expenses incurred in research and development, marketing and promotional activities in order to commercialize our products and
services, plus costs associated with meeting the requirements of being a public company. We expect to continue to incur substantial
costs for these activities over at least the next year.
Based upon our working
capital deficiency as of March 31, 2017 and our forecast for continued operating losses, we require equity and/or debt financing
to continue our operations. As of March 31, 2017, our outstanding debt of $2,159,565, together with interest at rates ranging
between 0% and 15% per annum, was due on various dates through October 2017. Subsequent to March 31, 2017 and through May 12,
2017, we have received aggregate equity proceeds and debt proceeds of $54,000 and $325,000, respectively, debt and
accrued interest of $140,000 and $6,137, respectively, has been converted into or exchanged for common stock, and the due date
for the repayment of $465,250 of debt has been extended to dates between June 2017 and October 2017. Giving effect to the
above actions, we currently have notes payable aggregating $252,500 which are past due. Based upon our working capital
deficiency and outstanding debt, we expect to be able to fund our operations through mid-June 2017. We will require additional
funding to repay our outstanding debt ($2,159,565 as of March 31, 2017) (assuming that no debt is converted into equity) and fund
general operations. We anticipate that we will require between $8,000,000 and $10,000,000 in financing to commence and complete
a Phase 2 clinical trial using
BRTX-100
. We anticipate that we will require between $20,000,000 and $30,000,000 in further
additional funding to complete our clinical trials using
BRTX-100
(assuming the receipt of no revenues). We will also require
a substantial amount of additional funding if we determine to establish a manufacturing operation with regard to our Disc/Spine
Program (as opposed to utilizing a third-party manufacturer) and to implement our other programs, including our metabolic ThermoStem
Program. No assurance can be given that the anticipated amounts of required funding are correct or that we will be able to accomplish
our goals within the timeframes projected. In addition, no assurance can be given that we will be able to obtain any required
financing on commercially reasonable terms or otherwise.
We are currently seeking
several different financing alternatives to support our future operations and are currently in the process of negotiating extensions
or discussing conversions to equity with respect to our outstanding indebtedness. If we are unable to obtain such additional financing
on a timely basis or, notwithstanding any request we may make, our debt holders do not agree to convert their notes into equity
or extend the maturity dates of their notes, we may have to curtail our development, marketing and promotional activities, which
would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be
forced to discontinue our operations and liquidate. See “Liquidity and Capital Resources” below.
Consolidated Results of Operations
Three Months Ended March 31, 2017 Compared
with Three Months Ended March 31, 2016
The following table presents
selected items in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016,
respectively:
|
|
For The Three Months Ended,
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
7,000
|
|
|
$
|
9,125
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
-
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
7,000
|
|
|
|
9,115
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
Marketing and promotion
|
|
|
29,070
|
|
|
|
22,517
|
|
Consulting
|
|
|
494,135
|
|
|
|
284,807
|
|
Research and development
|
|
|
805,853
|
|
|
|
866,044
|
|
General and administrative
|
|
|
1,197,313
|
|
|
|
902,881
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
2,496,371
|
|
|
|
2,076,249
|
|
|
|
|
|
|
|
|
|
|
Loss From Operations
|
|
|
(2,489,371
|
)
|
|
|
(2,067,134
|
)
|
|
|
|
|
|
|
|
|
|
Other Expense
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(97,801
|
)
|
|
|
(42,840
|
)
|
Amortization of debt discount
|
|
|
(132,742
|
)
|
|
|
(337,021
|
)
|
Loss on extinguishment of notes payable, net
|
|
|
(61,340
|
)
|
|
|
(11,847
|
)
|
Warrant modification expense
|
|
|
(4,500
|
)
|
|
|
(28,486
|
)
|
|
|
|
|
|
|
|
|
|
Total Other Expense
|
|
|
(296,383
|
)
|
|
|
(420,194
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(2,785,754
|
)
|
|
$
|
(2,487,328
|
)
|
Revenues
For the three months ended
March 31, 2017, we generated $7,000 of royalty revenue in connection with our sublicense agreement. For the three months ended
March 31, 2016, we generated $9,000 of royalty revenue in connection with our sublicense agreement and $125 of sales of Stem Pearls
skincare products.
Cost of sales
For the three months ended
March 31, 2017, cost of sales was $0 as compared to $10 for 2016. For the three months ended March 31, 2016, cost of sales consisted
of the costs of the underlying Stem Pearls skincare products.
Marketing and promotion
Marketing and promotion
expenses include advertising and promotion, marketing and seminars, meals, entertainment and travel expenses. For the three months
ended March 31, 2017, marketing and promotion expenses increased by $6,553, or 29%, from $22,517 to $29,070 as compared to the
three months ended March 31, 2016.
We expect that marketing
and promotion expenses will increase in the future as we increase our marketing activities following full commercialization of
our products and services.
Consulting
Consulting expenses consist
of consulting fees and stock-based compensation to consultants. For the three months ended March 31, 2017, consulting expenses
increased $179,328, or 63%, from $284,807 to $464,135, as compared to the three months ended March 31, 2016. The increase is primarily
due to approximately $154,000 of stock-based compensation expense in connection with the repricing of granted options to consultants
and directors.
Research and development
Research and development
expenses include cash and non-cash compensation of (a) our Vice President of Research and Development; (b) our Scientific Advisory
Board members; (c) our President, Disc/Spine Division; and (d) laboratory staff and costs related to our brown fat and disc/spine
initiatives. Research and development expenses are expensed as they are incurred. For the three months ended March 31, 2017, research
and development expenses decreased by $60,191, or 7%, from $866,044 to $805,853, as compared to the three months ended March 31,
2016. The decrease was primarily as a result of an approximately $236,000 decrease in costs related to a third party laboratory
associated with our disc/spine initiative, partially offset by approximately $151,000 of stock-based compensation expense in connection
with the repricing of options granted to our Vice President of Research and Development, our Scientific Advisory Board members,
our President, Disc/Spine Division and laboratory staff.
We expect that our research
and development expenses will increase with the continuation of the aforementioned initiatives.
General and administrative
General and administrative
expenses consist primarily of salaries, bonuses, payroll taxes, severance costs and stock-based compensation to employees (excluding
any cash or non-cash compensation of (a) our Vice President of Research and Development; (b) our President, Disc/Spine Division;
and (c) our laboratory staff) as well as corporate support expenses such as legal and professional fees, investor relations and
occupancy related expenses. For the three months ended March 31, 2017, general and administrative expenses increased by $294,432,
or 33%, from $902,881 to $1,197,313, as compared to the three months ended March 31, 2016. The increase is primarily
due to approximately $187,000 of stock-based compensation expense in connection with the repricing of granted options to employees
and approximately $99,000 due to a loss on settlement of payables which is associated with the exchange of accrued director
fees and consulting fees into equity securities.
We expect that our general
and administrative expenses will increase as we expand our staff, develop our infrastructure and incur additional costs to support
the growth of our business.
Interest expense
For the three months ended
March 31, 2017, interest expense increased $54,961, or 128%, as compared to the three months ended March 31, 2016. The increase
was due to an increase in interest-bearing short-term borrowings as compared to the three months ended March 31, 2016.
Amortization of debt
discount
For the three months ended
March 31, 2017, amortization of debt discount decreased $204,279, or 61%, as compared to the three months ended March 31, 2016.
The decrease was primarily due to the timing of the recognition of expense related to the beneficial conversion features of convertible
notes.
Loss on extinguishment
of notes payable
For the three months ended
March 31, 2017, we recorded a loss on extinguishment of notes payable of $61,340, which is associated with investors’ exchanges
of debt into equity securities, as compared to a loss on extinguishment of notes payable of $11,847 for the three months ended
March 31, 2016.
Warrant modification
expense
During the three months
ended March 31, 2017 and 2016, we recorded expense related to the modification of the exercise prices of certain outstanding warrants
of $4,500 and $28,486, respectively.
Liquidity and Capital Resources
Liquidity
We measure our liquidity
in a number of ways, including the following:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
Cash
|
|
$
|
8,857
|
|
|
$
|
31,822
|
|
|
|
|
|
|
|
|
|
|
Working Capital Deficiency
|
|
$
|
(6,020,915
|
)
|
|
$
|
(5,771,460
|
)
|
|
|
|
|
|
|
|
|
|
Notes Payable (Gross)
|
|
$
|
2,159,565
|
|
|
$
|
2,336,565
|
|
Availability of Additional
Funds
Based upon our working
capital deficiency and stockholders’ deficiency of $6,020,915 and $4,721,666, respectively, as of March 31, 2017,
we require additional equity and/or debt financing to continue our operations. These conditions raise substantial doubt about
our ability to continue as a going concern within the next twelve months from the date of this filing.
As of March 31, 2017,
our outstanding debt of $2,159,565, together with interest at rates ranging between 0% and 15% per annum, was due on various dates
through October 2017. Subsequent to March 31, 2017 and through May 12, 2017, we have received aggregate equity proceeds
and debt proceeds of $54,000 and $325,000, respectively, debt and accrued interest of $140,000 and $6,137, respectively,
has been converted into or exchanged for common stock, and the due date for the repayment of $462,250 of debt has been
extended to dates between June 2017 and October 2017. Giving effect to the above actions, we currently have notes payable aggregating
$252,500 which are past due. As of the date of filing, our outstanding debt was as follows:
|
|
Principal
|
|
Maturity Date
|
|
Amount
|
|
Past Due
|
|
$
|
252,500
|
|
QE 6/30/2017
|
|
|
296,500
|
|
QE 9/30/2017
|
|
|
1,047,000
|
|
QE 12/31/2017
|
|
|
787,063
|
|
|
|
$
|
2,383,063
|
|
Based upon our working
capital deficiency, outstanding debt and forecast for continued operating losses we expect that the cash we currently have available
will fund our operations through mid-June 2017. Thereafter, we will need to raise further capital, through the sale of
additional equity or debt securities, to support our future operations and to repay our debt (unless, if requested, the debt holders
agree to convert their notes into equity or extend the maturity dates of their notes). Our operating needs include the planned
costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital
requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize
our products and services, competing technological and market developments, and the need to enter into collaborations with other
companies or acquire other companies or technologies to enhance or complement our product and service offerings.
We may be unable to raise
sufficient additional capital when we need it or raise capital on favorable terms. Debt financing may require us to pledge certain
assets and enter into covenants that could restrict certain business activities or our ability to incur further indebtedness, and
may contain other terms that are not favorable to our stockholders or us. If we are unable to obtain adequate funds on reasonable
terms, we may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements
on unattractive terms.
Our unaudited condensed
consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with
accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern
and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets
and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values.
The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
During the three months
ended March 31, 2017 and 2016, our sources and uses of cash were as follows:
Net Cash Used in Operating
Activities
We experienced negative
cash flows from operating activities for the three months ended March 31, 2017 and 2016 in the amounts of $1,218,965 and $1,717,835,
respectively. The net cash used in operating activities for the three months ended March 31, 2017 was primarily due to cash used
to fund a net loss of $2,785,754, adjusted for non-cash expenses in the aggregate amount of $1,358,024, plus $208,765 of cash generated
by changes in the levels of operating assets and liabilities, primarily as a result of increase in accrued interest, expenses and
other liabilities. The net cash used in operating activities for the three months ended March 31, 2016 was primarily due to cash
used to fund a net loss of $2,487,328, adjusted for non-cash expenses in the aggregate amount of $854,280, plus $84,787 of cash
used by changes in the levels of operating assets and liabilities, primarily as a result of decrease in accounts payable, partially
offset by a decrease in accounts receivables plus an increase accrued interest, expenses and other current liabilities.
Net Cash Used in Investing
Activities
During the three months
ended March 31, 2017, there was no net cash used in or provided by investing activities. During the three months ended March 31,
2016, net cash used in investing activities was $89,865, due to cash used for the purchase of furniture, computer equipment and
medical equipment.
Net Cash Provided by
Financing Activities
Net cash provided by financing
activities during the three months ended March 31, 2017 and 2016 was $1,196,000 and $1,994,240, respectively. During the three
months ended March 31, 2017, $111,000 of net proceeds were from debt financings and other borrowings and $1,085,000 of proceeds
were from equity financings (including proceeds received in connection with the exercise of common stock purchase warrants). During
the three months ended March 31, 2016, $162,970 of net proceeds were from debt financings and other borrowings and $1,831,270 of
proceeds were from equity financings (including proceeds received in connection with the exercise of common stock purchase warrants).
Critical Accounting
Policies and Estimates
There are no material changes
from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of our Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission
on March 22, 2017. Please refer to that document for disclosures regarding the critical accounting policies related to our business.
Off-Balance Sheet Arrangements
We have no off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is
material to investors.