POTENTIAL MERGER
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
NOTE 3 — POTENTIAL MERGER
 
On July 3, 2017, the Company entered into an Agreement and Plan of Merger with Innovate Biopharmaceuticals, Inc. (“Innovate”). The Merger Agreement is filed as Exhibit 2.1 to the Company’s Form 8K filed with the Securities and Exchange Commission on July 6, 2017 and this discussion regarding the potential merger should be read in conjunction with the Merger Agreement. Under the terms of the Merger Agreement, pending stockholder approval of the transaction, the Company will merge into Innovate with Innovate surviving the merger and becoming a wholly-owned subsidiary of the Company. Subject to the terms of the Merger Agreement, at the effective time of the Merger, Innovate stockholders will receive a number of newly issued shares of the Company’s common stock determined using an exchange ratio defined in the Merger Agreement. The exchange ratio will be based on a pre-transaction valuation of $60 million for Innovate’s business and $6 million for the Company’s business. As a result, current securityholders of the Company would collectively own approximately 9% and Innovate securityholders would collectively own approximately 91% of the combined company on a pro-forma basis, subject to adjustment based on the Company’s net cash balance and the relative capitalization of the two companies at closing, as described more fully in the Merger Agreement. Following the Merger, stockholders of Innovate will become the majority owners of the Company.
 
In addition, prior to the closing of the Merger, the Company currently intends to transfer all of its businesses, assets and certain liabilities not assumed by Innovate further to the Merger to a new corporation, which will be either wholly owned or substantially owned by the Company.
 
The Company is in the process of drafting a preliminary Schedule 14A, Information Required in a Proxy Statement, to obtain the required stockholder approval for the merger transaction. There can be no assurance that such stockholder approval will be attained or that, if such stockholder approval is attained, that the merger transaction will be completed.