TYME TECHNOLOGIES, INC. (Form: 10-Q, Received: 11/03/2017 06:05:39)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:

September 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38169

TYME TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

45-3864597

(State or other jurisdiction of

incorporation or organization)

I.R.S. Employer

Identification No.)

44 Wall Street – 12th Floor

New York, New York 10005

(Address of principal executive offices)

(Zip Code)

(646) 205-1603

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

(Note: The registrant had a Form 8-A declared effective on July 28, 2017, which obligates it to file reports required by Section 13(d) under the Securities and Exchange Act of 1934.)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 26, 2017, there were 89,321,067 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements			1

	PART I- FINANCIAL INFORMATION

Item 1.	Financial Statements		3
	Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and March 31, 2017		3
	Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended September 30, 2017 and 2016		4
	Condensed Consolidated Statements of Stockholders’ Equity for the six months ended September 30, 2017 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2017 and 2016 (unaudited)		6
	Notes to Unaudited Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17

Item 4.	Controls and Procedures		17

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings		19

Item 1A.	Risk Factors		19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21

Item 3.	Defaults upon senior securities		21

Item 4.	Mine Safety Disclosures		21

Item 5.	Other Information		21

Item 6.	Exhibits		22

SIGNATURES			23

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve substantial risks and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,” “may,” “will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,” “continue,” “seeks,” “pro forma,” or “anticipates,” or other similar words (including their use in the negative), or by discussions of future matters such as the development of new products, technology enhancements, possible collaborations, the timing, scope and objectives of our planned clinical trials, funding plans and planned uses of proceeds, and other statements that are not historical.

These statements include, but are not limited to, statements under this caption and under this caption and under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in our other filings under the Exchange Act or the Securities Act. You should be aware that the occurrence of any of the events discussed herein or in in our other filings under the Exchange Act or the Securities Act under the heading “Risk Factors” could substantially harm our business, operating results and financial condition and that if any of these events occurs, it could adversely affect the value of an investment in our securities.

Forward-looking statements include statements about:

•

the success, cost, and timing of our ability to obtain and maintain regulatory approval of SM-88;

•

our drug development plans and strategies;

•

our completed studies;

•

proposed timing of ongoing and planned clinical trials;

•

preliminary data results and the therapeutic design and mechanisms of our drug candidates;

•

our ability to successfully commercialize SM-88, if approved;

•

the rate and degree of market acceptance of SM-88, if approved;

•

our estimates of our expenses, losses, future revenue and capital requirements and our needs for or ability to obtain additional financing, including funding needed to advance or complete our clinical trials;

•

our ability to obtain and maintain intellectual property protection for SM-88 and our ability to operate our business without infringing on the intellectual property rights of others;

•

our ability to identify and develop new product candidates;

•

our ability to identify, recruit and retain key personnel and collaborators;

•

our ability to raise capital on terms acceptable to us, or otherwise;

•

our financial performance; and

•

developments relating to our competitors and our industry.

The forward-looking statements referred to above are subject to uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any historical results and future results, performances or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:

•

that the information is of a preliminary nature and may be subject to change;

•

uncertainties inherent in research and development, including the ability to achieve clinical study start and completion dates;

•

the possibility of unfavorable study results, including unfavorable new clinical data and additional analyses of existing data;

•

risks associated with early, initial data, including the risk that the final Phase II data may differ from prior study data or preliminary Phase II data;

•

risks identified under “Risk Factors” herein or in any filing we make under the Exchange Act or the Securities Act;

•

final results of additional clinical trials that may be different from the preliminary data analysis and may not support further clinical development;

•

that past reported data are not necessarily predictive of future patient or clinical data outcomes;

•

whether and when any applications or other submissions for SM-88 may be filed with regulatory authorities;

•

whether and when regulatory authorities may approve any applications or submissions;

•

decisions by regulatory authorities regarding labeling and other matters that could affect commercial availability of SM-88; and

•

competitive developments.

Additionally, you should refer to our Annual Report on Form 10-K for the year ended March 31, 2017 under the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that forward-looking statements in this report or therein will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us to any other person that we will achieve our objectives and plans in any specified time frame, or at all.

The cautionary statements made in this report are intended to be applicable to all related forward-looking statements wherever they may appear in this report. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available in the future.

PART I – FINANCIAL INFORMATION

It em 1. Financial Statements

Tyme Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	September 30, 2017			March 31, 2017
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	7,513,423		$	10,482,977
Prepaid expenses and other current assets		1,182,936			228,362

		8,696,359			10,711,339
Property and equipment, net of accumulated depreciation		5,387			7,535

	$	8,701,746		$	10,718,874

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and other current liabilities	$	3,051,871		$	2,948,468
Derivative liability		—			378,600

		3,051,871			3,327,068
Stockholders’ equity
Preferred stock, $.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $0.0001 par value, 300,000,000 shares authorized, 89,321,067 issued and outstanding at September 30, 2017, 91,692,641 issued and 88,192,641 outstanding at March 31, 2017		8,935			9,172
Common stock, $0.0001 par value, 58,823 shares subscribed at March 31, 2017		—			6
Additional paid in capital		47,598,124			41,419,714
Subscription receivable		—			(174,998	)
Accumulated deficit		(41,957,184	)		(33,862,088	)

Total stockholders’ equity		5,649,875			7,391,806

Total liabilities and stockholders’ equity	$	8,701,746		$	10,718,874

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Tyme Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,						Six Months Ended September 30,
	2017			2016			2017			2016
Revenues	$	—		$	—		$	—		$	—
Operating expenses:
Research and development		2,551,920			1,130,468			3,816,279			2,716,008
General and administrative		2,744,998			1,990,471			4,669,202			6,416,257

Total operating expenses		5,296,918			3,120,939			8,485,481			9,132,265

Loss from operations		(5,296,918	)		(3,120,939	)		(8,485,481	)		(9,132,265	)
Other income		74,761			—			390,385			—

Net loss	$	(5,222,157	)	$	(3,120,939	)	$	(8,095,096	)	$	(9,132,265	)

Basic and diluted loss per common share	$	(0.06	)	$	(0.04	)	$	($0.09	)	$	(0.11	)

Basic and diluted weighted average shares outstanding		89,321,067			84,177,838			89,284,069			84,123,850

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Tyme Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the Six Months Ended September 30, 2017

(Unaudited)


	Common Stock
	Shares			Amount			Subscribed Shares			Subscribed Amounts			Additional Paid-in Capital			Subscription Receivable			Accumulated Deficit			Total Stockholders’ Equity
Balance, April 1, 2017		91,692,641		$	9,172			58,823		$	6		$	41,419,714		$	(174,998	)	$	(33,862,088	)	$	7,391,806
Issuance of common stock and warrants in private placement offering for cash, net of associated expenses of $130,300		1,069,603			107			—			—			2,596,993			—			—			2,597,100
Proceeds from collection of stock subscription receivable		58,823			6			(58,823	)		(6	)		—			174,998			—			174,998
Stock based compensation		—			—			—			—			3,592,852			—			—			3,592,852
Derivative liability		—			—			—			—			(11,785	)		—			—			(11,785	)
Retirement and cancellation of shares of common stock		(3,500,000	)		(350	)								350									—
Net loss		—			—			—			—			—			—			(8,095,096	)		(8,095,096	)

Balance, September 30, 2017		89,321,067		$	8,935			—		$	—		$	47,598,124		$	—		$	(41,957,184	)	$	5,649,875

The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Tyme Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended September 30,
	2017			2016
Cash flows from operating activities
Net loss	$	(8,095,096	)	$	(9,132,265	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		2,148			2,136
Amortization of employees, directors and consultants stock options		3,592,852			5,257,287
Issuance of common stock for services		—			300,002
Gain on remeasurement of derivative liability		(390,385	)		—
Change in operating assets and liabilities:
Prepaid expenses and other current assets		(954,574	)		104,090
Accounts payable and other current liabilities		103,403			570,880

Net cash used in operating expenses		(5,741,652	)		(2,897,870	)

Cash flows from investing activities
Net cash used in investing activities		—			—

Cash flows from financing activities
Insurance note payments		—			(127,643	)
Proceeds from private placement offering of common stock and warrants, net of issuance costs		2,597,100			—
Proceeds from collection of stock subscription receivable		174,998			—

Net cash provided by (used in) financing activities		2,772,098			(127,643	)

Net (decrease) in cash		(2,969,554	)		(3,025,513	)
Cash and cash equivalents—beginning of period		10,482,977			6,105,309

Cash and cash equivalents—ending of period	$	7,513,423		$	3,079,796

Supplemental Cash Flow Information:
Interest	$	—		$	—
Income taxes	$	—		$	—
Noncash investing and financing activities:
Derivative liability associated with the price protection feature of shares of common stock issued	$	11,785		$	—

The notes to condensed consolidated financial statements are an integral part of these statements.

Tyme Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 1. Nature of Business

Tyme Technologies, Inc. (“Tyme Tech”) is a Delaware corporation headquartered in New York, NY, with wholly owned subsidiaries, Tyme Inc. (“Tyme”) and Luminant Biosciences, LLC (“Luminant”) (collectively, the “Company”). Prior to 2014, Luminant conducted the initial research and development of the Company’s therapeutic platform. Since January 1, 2014, the majority of the Company’s research, development and other business activities have been conducted by Tyme. On October 27, 2016, the Board of Directors of Tyme Tech approved a change in fiscal year end from December 31 to March 31 of each year.

Tyme is a clinical-stage biopharmaceutical company focused on the development and commercialization of highly targeted cancer therapeutics with a broad range of oncology indications. Tyme was incorporated in Delaware in 2013 and its operations to date have been directed primarily toward research and development activities for human oncologic product candidates. The Company has an ongoing IND-enabled Phase Ib/II clinical study for SM-88 use in biomarker-recurrent prostate cancer patients. The Company is also evaluating the expansion of its clinical programs to other types of cancer, including initiation of a Phase II pancreatic cancer.

The accompanying condensed consolidated financial statements include the results of operations of Tyme Tech and its wholly owned subsidiaries.

Liquidity

The condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has historically funded its operations primarily through equity offerings. The most recent offerings were in March and April of 2017, raising aggregate gross proceeds of $11.9 million. The proceeds of those offerings are being used for continued clinical studies, drug commercialization and development activities and other general corporate and operating expenses. For the year ended March 31, 2017, the Company had negative cash flow from operations of $5.9 million and net loss of $15.2 million, which included $8.1 million of non-cash expenses, primarily non-cash equity compensation expense. For the six months ended September 30, 2017, the Company had negative cash flow from operations of $5.7 million, net loss of $8.1 million, which included $3.2 million of non-cash expenses, primarily non-cash equity compensation expense. The Company has cash on hand of $7.5 million, prepaid expenses and other current assets of $1.2 million and outstanding accounts payable of $3.1 million.

Management has concluded that substantial doubt does not exist regarding the Company’s ability to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial statements. This conclusion is based on the Company’s assessment of qualitative and quantitative conditions and events, considered in aggregate as of the date of issuance of these financial statements that are known and reasonably knowable. Among other relevant conditions and events, the Company has considered its operational plans, liquidity sources, obligations due or expected, funds necessary to maintain the Company’s operations, and potential adverse conditions or events as of the issuance date of these financial statements. The Company has developed an operational plan that manages expenses and delays initiation of certain operational initiatives in order to focus on core programs if appropriate funding is not available.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with our condensed consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended March 31, 2017. The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) related to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are necessary to present fairly the results for the interim periods. All such adjustments are of a normal and recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended March 31, 2017 included in the Company’s Form 10-K filed with the SEC on June 12, 2017. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Significant Accounting Policies

Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of Tyme Tech and its subsidiaries, Tyme and Luminant. All intercompany transactions and balances have been eliminated in consolidation.

Recent Accounting Pronouncements

In February 2017, the FASB issued Update No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This update is meant to clarify the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets and to add guidance for partial sales of nonfinancial assets. This guidance is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective for annual reporting periods beginning after December 15, 2017. Further, the Company is required to adopt this guidance at the same time that it adopts the guidance in Update 2014-09, Revenue from Contracts with Customers (Topic 606). The Company is currently evaluating the provisions of this guidance and assessing its potential impact on the Company’s financial condition and results of operations.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, accounting for forfeitures and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company in the first quarter of 2017 and will be applied either prospectively on the area covered in this update. The Company has adopted this standard and it did not have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 clarifies how certain cash receipts and payments should be presented in the statement of cash flows. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company will adopt ASU 2016-15 in its consolidated financial statements in the first quarter of fiscal year 2018. It is not expected to have a material impact.

In May of 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 71 8). ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under ASC 718. ASU 2017-09 is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the provisions of this guidance and assessing its potential impact on the Company’s financial condition and results of operations

Note 3. Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated:


	Three Months Ended September 30,						Six Months Ended September 30,
	2017			2016			2017			2016`
Basic and diluted net loss per common share calculation:
Net loss	$	(5,222,157	)	$	(3,120,939	)	$	(8,095,096	)	$	(9,132,265	)

Weighted average common shares outstanding — basic and diluted		89,321,067			84,177,838			89,284,069			84,123,850

Net loss per share of common stock — basic and diluted	$	(0.06	)	$	(0.04	)	$	(0.09	)	$	(0.11	)

The following outstanding securities at September 30, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding, as they are anti-dilutive:


	September 30,
	2017		2016
Stock options		4,382,000		2,470,000
Warrants		5,625,641		967,418

Total		10,007,641		3,437,418

Note 4. Accounts Payable and Other Current Liabilities.

Accounts payable and other current liabilities consisted of the following:


	September 30, 2017		March 31, 2017
Legal	$	1,322,966	$	1,443,084
Consulting		449,166		60,317
Accounting and auditing		10,355		69,738
Research and development		737,953		644,546
Board of Directors and Scientific Advisory		487,500		487,500
Insurance		3,231		232,100
Other		40,700		11,183

	$	3,051,871	$	2,948,468

Note 5. Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and March 31, 2017 are summarized below:


	Level 1		Level 2		Level 3		Total
September 30, 2017
Liabilities:
Derivative liability—anti-dilution feature	$	—	$	—	$	—	$	—

Total	$	—	$	—	$	—	$	—

March 31, 2017
Liabilities:
Derivative liability—anti-dilution feature	$	—	$	—	$	378,600	$	378,600

Total	$	—	$	—	$	378,600	$	378,600

The changes in the fair value of the derivative liability for the six months ended September 30, 2017 are as follows:


Fair value at March 31, 2017	$	378,600
Fair value of liability-classified anti-dilution feature		11,785
Change in fair value of derivative liability		(390,385	)

Fair value at September 30, 2017	$	—

The fair value of the derivative liability as of March 31, 2017 was estimated using a Monte Carlo simulation model using the following assumptions; volatility of 70%, risk-free interest rate 0.83%, expected term of 4.7 months, dividend rate of 0% and fair value of common stock of $1.78

The fair value of the derivative liability was written down to zero as of September 30, 2017, as the anti-dilution provision on the March 2017 Private Placement expired on September 10, 2017 and the anti-dilution provision on the April 2017 Private Placement expired on October 7, 2017, in each case with no shares issued pursuant to such provisions.

Note 6. Stockholders’ Equity.

Securities Purchase Agreements

On March 10, 2017, the Company raised $9.2 million in gross proceeds through a private placement (“March 2017 Private Placement”) of 3,588,620 shares of common stock and 3,588,620 common stock purchase warrants (each, a “Warrant”). Each Warrant entitles its holder to purchase one share of common stock (each, a “Warrant Share”) at an exercise price of $3.00 per Warrant Share. The warrants expire two years from the date of issuance and vest immediately. The warrants are included within additional paid-in capital on the statement of stockholders’ equity and will not be subject to remeasurement.

In April, 2017, the Company raised $2.7 million in gross proceeds through a private placement (“April 2017 Private Placement”) of 1,069,603 shares of common stock and 1,069,603 common stock purchase warrants (each, a “Warrant”). Each Warrant entitles its holder to purchase one share of common stock (each, a “Warrant Share”) at an exercise price of $3.00 per Warrant Share. The warrants expire two years from the date of issuance and vest immediately. The warrants are included within additional paid-in capital on the statement of stockholders’ equity and will not be subject to remeasurement.

Investors in the March 2017 and April 2017 Private Placements have limited anti-dilution protection. This provision provides that if the Company were to raise $10 million or more in one or more public or private offerings before the anti-dilution expiry date of September 10, 2017 for the March 2017 Private Placement and October 7, 2017 for the April 2017 Private Placement, at an effective average consideration and/or exercise or conversion price per share price less than $2.55 per share, subject to exceptions for issuances of certain “exempt securities,” anti-dilution protections could apply which could obligate the Company to issue additional securities to the March 2017 and April 2017 Private Placement investors. The Private Placement investors’ anti-dilution rights expired without effect in September and October of 2017 and the provision previously accounted for as a derivative liability with a fair value of approximately $378,600 as of March 31, 2017 was written down to zero as of September 30, 2017 (see Note 5).

At September 30, 2017 and March 31, 2017, 5,566,107 and 4,496,504 common stock purchase warrants relating to securities purchase agreements were outstanding and exercisable.

The following summarizes the common stock warrant activity for the six months ended September 30, 2017:


	Warrant Shares of Common Stock		Weighted Average Exercise Price
Outstanding at March 31, 2017		4,556,038	$	3.42
Granted		1,069,603		3.00

Outstanding at September 30, 2017		5,625,641	$	3.34

Note 7. Commitments and Contingencies.

Contract Service Providers

In the course of the Company’s normal business operations, it enters into agreements and arrangements with contract service providers to assist in the performance of its research and development and clinical research activities. Substantially all of these agreements and arrangements are on an as needed basis.

Employment Agreements

The Company has entered into employment agreements with certain executives which are fully disclosed in the annual financial statements as part of the Company’s Annual Report on Form 10-K.

In the quarter ending September 30, 2017, Tyme Technologies, Inc. (the “Company”) entered into an employment agreement with Mr. Jonathan Eckard, pursuant to which he became Chief Science Officer of the Company.

The Eckard Employment Agreement provides for an annual salary of $200,000 and a term scheduled to expire on the one-year anniversary of the effective date of the Eckard Employment Agreement unless earlier terminated. Following completion of a $10 million qualified offering by the Company, as such term is defined in the Eckard Employment Agreement, Mr. Eckard will become entitled to a bonus equal to $155,000 multiplied by the number of years (or fraction thereof) that he has been employed by the Company on the date of the qualified offering, and thereafter, Mr. Eckard’s annual salary would increase to $355,000.

The Eckard Employment Agreement (i) could renew for an additional one-year term unless timely notice of nonrenewal is given or the Eckard Employment Agreement is earlier terminated, (ii) provides for severance, in the event of termination by the Company without cause (as defined in the Eckard Employment Agreement), equal to six months’ salary (as in effect at the time of termination) and immediate vesting of 112,500 options for Company common stock and (iii) contemplates the establishment of a performance bonus opportunity based upon the achievement of performance criteria and goals approved by the Board and conditioned on Mr. Eckard’s continued employment by the Company. The Board plans to establish a performance bonus plan during the Company’s fiscal year ending March 31, 2018.

Pursuant to the Eckard Employment Agreement, the Board granted to Mr. Eckard options to purchase up to 500,000 shares of the Company’s common stock at a per-share exercise price of $4.31 (collectively, the “Options”). 50,000 of the Options vested upon execution of the Eckard Employment Agreement. The balance of the Options is scheduled to vest over a four-year term in equal annual installments beginning on the one-year anniversary of the Options’ grant date, conditioned on Mr. Eckard’s continued employment by the Company on the applicable vesting date.

Note 8. Related Party Transactions.

Legal

The Company was provided legal service by Drinker, Biddle & Reath LLP (“DBR”). A partner of DBR is a Board of Director member and received, and is entitled to receive, equity compensation payable to non-employee directors generally under the 2016 Director Plan. During the three and six months ending September 30, 2017 and September 30, 2016, approximately $565,000 and $972,000, respectively, and $478,000 and $705,000, respectively, have been incurred as legal fees associated with DBR. At September 30, 2017 and March 31, 2017 the Company had approximately $1,271,000 and $1,303,000, respectively in accounts payable to DBR.

Note 9. Equity Incentive Plan.

Stock Options

As of September 30, 2017, there was approximately $11,781,000 of total unrecognized compensation related to non-vested stock options. The cost is expected to be recognized over the remaining weighted average service period. As of September 30, 2017 there were 5,490,162 shares available for grant under the Plan.

Stock based compensation expense recognized was as follows:


	Three Months Ended September 30,				Six Months Ended September 30,
	2017		2016		2017		2016
General and administrative	$	1,050,000	$	600,000	$	1,900,000	$	4,000,000
Research and development		1,200,000		550,000		1,700,000		1,200,000

	$	2,250,000	$	1,150,000	$	3,600,000	$	5,200,000

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. In accordance with ASC 718 for employees and non-employees, the compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. The Company accounts for forfeitures as they occur, rather than estimating forfeitures as of an award’s grant date.

The expected volatility of options granted has been determined using the method described under ASC 718 using the expected volatility of similar companies. The expected term of options granted to employees in the current fiscal period has been based on the contractual term of the agreement as prescribed by ASC 718 Share-Based Payment.

The weighted average assumptions utilized to determine such values are presented in the following table:


	September 30, 2017			September 30, 2016
Risk free interest rate		2.26	%		1.77	%
Expected volatility		89.97	%		80.00	%
Expected term		10 years			10 years
Dividend yield		0	%		0	%

The following is a summary of the status of the Company’s stock options as of September 30, 2017:


	Number of Options			Weighted Average Exercise Price
Outstanding at March 31, 2017		4,039,444		$	6.15
Granted		862,000			4.08
Exercised		—			—
Forfeited/Cancelled		(519,444	)		8.23

Outstanding at September 30, 2017		4,382,000			5.50

Options exercisable at September 30, 2017		1,430,611			6.72


	Stock Options Outstanding								Stock Options Vested
Range of Exercise Price	Number Outstanding at September 30, 2017		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value		Number Vested at September 30, 2017		Weighted Average Exercise Price		Aggregate Intrinsic Value
$2.50-$8.75		4,382,000	$	5.50		9.17	$	5,047,860		1,430,611	$	6.72	$	834,860

The intrinsic value is calculated as the excess of the market value of September 30, 2017 over the exercise price of the options is approximately $5,048,000 and $835,000 for outstanding stock options and vested stock options, respectively. The market value as of September 30, 2017 was $5.28 as reported by the NASDAQ Capital Market.

Note 10. Income Taxes.

A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. The Company weighed available positive and negative evidence and concluded that a full valuation allowance should continue to be maintained on its net deferred tax assets.

The Company is required to evaluate uncertain tax positions taken or expected to be taken in the course of preparing the Company’s condensed consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Due to the full valuation allowance, none of the gross unrecognized tax benefits would affect the effective tax rate at September 30, 2017, if recognized.

The Company had no income tax related penalties or interest for periods presented in these condensed consolidated financial statements related to uncertain tax positions, which would be recorded as tax expense should the Company accrue for such items.

Note 11. Subsequent Events

The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of consolidated financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. As of and for the period ended September 30, 2017, management of the Company determined that there were no reportable subsequent event(s) to be disclosed.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K filed on June 12, 2017, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. As used in this report, unless the context suggests otherwise, “we,” “us,” “our,” “the Company” or “Tyme Technologies” refer to Tyme Technologies, Inc. All amounts in Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.

Critical Accounting Policies and Significant Judgments and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses, revenue recognition, deferred revenue and stock-based compensation. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies and significant judgments and estimates as discussed in our Form 10-K filed on June 12, 2017 with the SEC.

Recent Developments

On July 27, 2017, the Company announced that its shares of common stock in Tyme Technologies, Inc. (“Common Stock”) were approved for listing on the NASDAQ Capital Market. The Company’s Common Stock was previously quoted on the OTCQB ^® Venture Market (“OTC”) under the ticker symbol “TYMI”. The listing and trading of the Common Stock on OTC ceased at market close on July 28, 2017 and trading on the NASDAQ Capital Market began at the market open on July 31, 2017 under a new ticker symbol “TYME.”

Our Board of Directors has begun evaluating a plan by which, following Board of Directors approval, the Company would seek stockholder approval of certain potential corporate governance changes, including some or all of the following: implementation of a staggered Board of Directors, adoption of a stockholder rights plan, structural defense enhancements and a possible change in the Company’s jurisdiction of incorporation. The Board may pursue the strategies discussed above, but reserves the right to modify or abandon them entirely before or after stockholder approval. As of the date of this report, directors and executive officers of the Company beneficially owned approximately 59.9% of the Company’s outstanding common stock. As a result, the approval of any or all of such governance proposals by the Board of Directors and holders of a majority of the outstanding Company common stock (including shares owned by directors and executive officers) would be sufficient to implement approval of such proposals under applicable law.

Results of Operations

Three and Six Months Ended September 30, 2017 Compared to Three and Six Months Ended September 30, 2016

Net loss for the three months ended September 30, 2017 was $5.2 million compared to $3.1 million for the three months ended September 30, 2016. Net loss for the six months ended September 30, 2017 was $8.1 million compared to $9.1 million for the six months ended September 30, 2016.

Revenues and Other Income

During the three and six month periods ended September 30, 2017 and 2016, we did not realize any revenues from operations. We do not anticipate recognizing any revenues until such time as (1) one of our product candidates has been approved for marketing by appropriate regulatory authorities, which is not anticipated to occur in the near future, or (2) we enter into a collaboration or licensing arrangement.

Operating Costs and Expenses

For the three months ended September 30, 2017, operating costs and expenses totaled $5.3 million compared to $3.1 million for the three months ended September 30, 2016, representing an increase of $2.2 million. Operating costs and expenses were comprised of the following:

•

Research and development expenses were $2.6 million for the three months ended September 30, 2017, compared to $1.1 million for the three months ended September 30, 2016, representing an increase of $1.5 million. All research and development expenditures have been incurred in respect of our lead drug candidate, SM-88, and its technology platform. Research and development activities primarily consist of the following:

•

Salary and salary related expenses for research and development personnel was $250,000 for the three months ended September 30, 2017, compared to $200,000 for the three months ended September 30, 2016, an increase of $50,000 between the comparable periods, primarily attributable to a new hire.

•

Consulting and study expenses were $1,000,000 for the three months ended September 30, 2017, compared to $350,000 for the three months ended September 30, 2016, representing an increase of $650,000 between the comparable periods. The study costs are anticipated to vary between future accounting periods as we continue to develop our drug candidates and seek governmental approval of such drug candidates.

•

Included in research and development expense for the three months ended September 30, 2017 is $1,200,000 of stock based compensation expense related to stock options granted to research and development personnel compared to $550,000 for the three months ended September 30, 2016 representing an increase of $650,000 between comparable periods. The increase is primarily attributed to additional amounts of fully vested stock options granted to employees in the three months ended September 30, 2017.

•

General and administrative expenses were $2.7 million for the three months ended September 30, 2017, compared to $2.0 million for the three months ended September 30, 2016, representing an increase of $700,000. The general and administrative expenses for the respective periods include:

•

Stock based compensation expense related to stock options granted was $1,050,000 for the three months ended September 30, 2017 compared to $600,000 for the three months ended September 30, 2016, representing an increase of $450,000 between the comparable periods primarily attributed to additional amounts of fully vested stock options granted to general and administrative employees and consultants in the three months ended September 30, 2017.

•

During the three months ended September 30, 2017, we incurred costs of $1 million for legal and accounting fees compared to $800,000 for the three months ended September 30, 2016, representing an increase of $200,000 primarily attributed to our Nasdaq uplisting and similar corporate activities.

For the six months ended September 30, 2017, operating costs and expenses totaled $8.5 million compared to $9.1 million for the six months ended September 30, 2016, representing a decrease of $600,000. Operating costs and expenses were comprised of the following:

•

Research and development expenses were $3.8 million for the six months ended September 30, 2017, compared to $2.7 million for the six months ended September 30, 2016, representing an increase of $1.1 million. All research and development expenditures have been incurred in respect of our lead drug candidate, SM-88, and its technology platform. Research and development activities primarily consist of the following:

•

Salary and salary related expenses for research and development personnel was $550,000 for the six months ended September 30, 2017, compared to $450,000 for the six months ended September 30, 2016, an increase of $100,000 between the comparable periods, primarily attributable to a new hire.

•

Consulting and study expenses were $1,450,000 for the six months ended September 30, 2017, compared to $900,000 for the six months ended September 30, 2016, representing an increase of $550,000 between the comparable periods. The study costs are anticipated to vary between future accounting periods as we continue to develop our drug candidates and seek governmental approval of such drug candidates.

•

Included in research and development expense for the six months ended September 30, 2017 is $1.7 million of stock based compensation expense related to stock options granted to research and development personnel compared to $1.2 million for the six months ended September 30, 2016, representing an increase of $500,000 between comparable periods.

•

General and administrative expenses were $4.7 million for the six months ended September 30, 2017, compared to $6.4 million for the six months ended September 30, 2016, representing a decrease of $1.7 million. The general and administrative expenses for the respective periods include:

•

Stock based compensation expense related to stock options granted was $1.9 million for the six months ended September 30, 2017 compared to $4 million for the six months ended September 30, 2016, representing a decrease of $2.1 million between the comparable periods. The decrease was primarily attributed to granting of $1.8m fully vested stock options to the former CFO in the six months ended September 30, 2016.

•

During the six months ended September 30, 2017, we incurred costs of $1.7 million for legal and accounting fees compared to $1.3 million for the six months ended September 30, 2016, representing an increase of $400,000, primarily attributable to our Nasdaq uplisting and similar corporate activities.

Other income (expense)

For the three months ended September 30, 2017, the Company had other income of $100,000 compared to $0 for the three months ended September 30, 2016. For the six months ended September 30, 2017, the Company had other income of $400,000 compared to $0 for the six months ended September 30, 2016. The increase is attributed to the change in the fair value of the derivative liability that is recorded as other income.

Liquidity and Capital Resources

At September 30, 2017, we had cash of $7,500,000, working capital of $5,650,000 and stockholders’ equity of $5,600,000.

Net cash used in or provided by operating, investing and financing activities from continuing operations were as follows:


	Six Months Ended September 30,
	2017			2016
Net cash used in operating activities	$	(5,700,000	)	$	(2,900,000	)
Net cash used in investing activities		—			—
Net cash provided by (used in) financing activities		2,800,000			(100,000	)

Operating Activities

Our cash used in operating activities in the six months ended September 30, 2017 totaled $5,700,000, which is the sum of (i) our net loss of $8,100,000, less non-cash expenses totaling $3,200,000 (principally stock-based compensation), and (ii) changes in operating assets and liabilities of $800,000.

Our cash used in operating activities in the six months ended September 30, 2016 totaled $2,900,000, which is the sum of (i) our net loss of $9,100,000, less non-cash expenses totaling $5,500,000 (principally stock-based compensation and issuance of common stock for services), and (ii) changes in operating assets and liabilities of $700,000.

Investing Activities

We had no net cash used in investing activities for the six months ended September 30, 2017 and 2016.

Financing Activities

During the six months ended September 30, 2017, our financing activities consisted of the following:

In April, 2017, the Company raised $2.6 million in net proceeds through a private placement (“April 2017 Private Placement”) of 1,069,603 shares of our common stock and 1,069,603 common stock purchase warrants (each, a “Warrant”). Each Warrant entitles its holder to purchase one share of common stock (each, a “Warrant Share”) at an exercise price of $3.00 per Warrant Share. The warrants expire two years from the date of issuance and vest immediately. The warrants are included within additional paid-in capital on the statement of stockholders’ equity and will not be subject to remeasurement.

The Company collected approximately $175,000 of subscription receivables in the quarter ended June 30, 2017.

During the six months ended September 30, 2016, our financing activities consisted of the following:

•

Insurance notes payments were made totaling $128,000

Liquidity and Capital Requirements Outlook

The Company has historically funded its operations primarily through equity offerings. The most recent offerings in March and April of 2017, raised aggregate gross proceeds of $11.9 million. Following an assessment of qualitative and quantitative conditions and events considered in the aggregate and based on conditions and events known and reasonably knowable as of the date these financial statements were issued, management believed that the Company has sufficient cash resources to satisfy its obligations as they come due during the twelve-month period following the issuance of these financial statements.

We anticipate requiring additional long-term funding or resources through a variety of other means, including potential issuances of debt or equity securities in public or private financings, option exercises, and partnerships and/or collaborations in order to fund the development of our product candidates, as well as to engage in strategic transactions, if any. The most significant funding needs are anticipated to be in connection with preparing for and conducting one or more phase II clinical trials of our SM-88 drug candidate and related studies and investigations. Additional equity financing may be dilutive to our stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business; and our stock price may not reach levels necessary to induce option exercises. The demand for the equity and debt of biopharmaceutical companies is dependent upon many factors, including the general state of the financial markets. During times of extreme market volatility, capital may not be available on favorable terms, if at all. If we are unable to raise the funds necessary to meet our long-term liquidity needs, we may have to delay or discontinue the development of our drug candidates or raise funds on terms that we currently consider unfavorable. The Company has developed an operational plan that manages expenses and delays initiation of certain operational initiatives in order to focus on core programs if appropriate funding is not available.

On August 16, 2017, our Registration Statement on Form S-3 was declared effective by the SEC (our “Effective Form S-3”), which could enable us to offer and sell equity and debt securities of up to $250 million. On November 2, 2017 we initiated an at-the-market (“ATM”) facility that provides us the ability to issue up to $30 million in common stock from time to time and filed a prospectus supplement to the Effective Form S-3 (the “ATM Prospectus Supplement”). Under the facility, we are not required to issue the full available amount authorized and it may be cancelled at any time.

Seasonality

The Company does not believe that its operations are seasonal in nature.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

The primary objective of our investment activities is to preserve capital while at the same time maximizing yields without significantly increasing risk. Our cash balance as of September 30, 2017 was held in insured depository accounts, of which approximately $7.3 million exceeded insurance limits.

Item 4. Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017 as required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer to allow

timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2017, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective for the reasons set forth below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

•

inadequate segregation of duties consistent with control objectives; and

•

ineffective controls over period end financial disclosure and reporting processes, including inadequate management oversight of outside accounting firm.

The aforementioned material weaknesses were identified by Messrs. Hoffman and Taylor in connection with their review of our financial statements as of September 30, 2017. In addition, our management noted further internal control deficiencies, including those relating to segregation of duties over cash disbursements and the prompt analysis of the financial impact of all transactions to which we are a party.

Our management believes that the material weaknesses set forth above did not have an effect on our financial results.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

•

We retained an accounting and financial reporting advisory firm with significant experience with publicly held companies to assist management in the accounting function and with implementing and enhancing our internal controls over financial reporting. As we secure additional working capital, we will create additional positions in order to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function.

•

We have held and intend to continue holding periodic meetings with our outside accounting firm to discuss operating results, significant transactions, conclusions reached regarding technical accounting matters and financial reporting disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our three months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on us, our business, operating results or financial condition.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended March 31, 2017 and our Effective Form S-3 include a detailed discussion of our risk factors, which are hereby updated to reflect the following additional risk factors included in the ATM Prospectus Supplement filed as of the date of this report.

Additional Risks Related to The ATM Offering

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The public offering price of our common stock as of the date of this report is substantially higher than the net tangible book value per share of our common stock as of September 30, 2017, before giving effect to this offering. Accordingly, if you purchase our common stock in this offering, you will incur immediate and substantial dilution of approximately $3.46 per share, representing the difference between the public offering price at an assumed public offering price of $3.81 per share (which was the last reported sale price on November 1, 2017) and our pro forma as adjusted net tangible book value as of September 30, 2017. Furthermore, if outstanding options or warrants are exercised, you could experience further dilution.

Our management will have broad discretion over the use of the net proceeds from this offering, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. We will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. We currently intend to use the net proceeds from the sale of the securities offered hereby for research and further development of SM-88 and for general corporate purposes, including capital expenditures working capital, and general and administrative expenses. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the date of this report. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds will be used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for Tyme and cause the price of our common stock to decline.

The ownership interests in our Company held by our two co-founders who serve as executive officers and directors will allow them to significantly influence corporate decision-making in a manner that may not reflect the interests of all of our stockholders and one of such executive officers has license rights to certain of our patents and patent applications outside of cancer which may allow him to use our IP in ways that could be inconsistent with ours.

Steve Hoffman, our Chief Executive Officer, Chief Science Officer and a director, and Michael Demurjian, our Chief Operating Officer, Executive Vice President and a director (collectively, our “Co-Founders”), each owned more than 29% of our outstanding common stock as of the date of this report. Messrs. Hoffman and Demurjian are likely to continue to own more than a majority of Tyme’s common stock in the aggregate assuming completion of the $30 million ATM offering at an average price per share equal to the closing price of our common stock on November 1, 2017 ($3.81). As a result, these individuals are positioned to exercise significant influence over our Company’s management and affairs, including, but not limited to, electing members of our board of directors and exercising managerial influence and voting rights in connection with structural defenses and anti-takeover measures, and fundamental corporate transactions, and they may take action that may not reflect the best interests of all of the stockholders of our Company. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.”

Further, the Company has granted Mr. Hoffman perpetual, exclusive non-royalty bearing license rights with respect to certain patents and patent applications that the Company uses for SM-88 in all fields other than in connection with the treatment of cancer. This license to Mr. Hoffman may limit the Company’s ability to profit from alternative uses of SM-88, were such uses to be discovered. Further, the use of the patents or patent applications that are used for SM-88 could be associated with a negative event outside of the control of the Company and outside the treatment of cancer, which in either case may have an adverse effect on our business.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. A significant portion of our outstanding common stock is eligible for immediate resale in the public market. As of the date of this report, each of our two Co-Founders intends to implement a Rule 10b5-1 trading program allowing for scheduled sales of our common stock representing, in the aggregate, approximately 1.1% of our outstanding common as of such date (the “Rule 10b5-1 Program Shares”). Assuming all such Rule 10b5-1 Program Shares were sold at an average price per share equal to the closing price of our common stock on November 1, 2017 ($3.81) before any further issuances by the Company of its common stock, our Co-Founders’ aggregate beneficial ownership of 59.8% of our outstanding common stock as of the date of this report would decline from 59.8% to approximately 58.7%. We cannot predict the effect that future sales (or the perception of possible future sales) of our common stock by our Co-Founders through such Rule 10b5-1 program or otherwise would have on the market price of our common stock.

Additional Risks Related to Our Business and the Development, Regulatory Approval, and Commercialization of Our Drug Candidates.

In late September 2017, we submitted an SM-88 IND to the FDA for pancreatic cancer patients. We have an ongoing dialogue with FDA on this submission and we currently expect to commence this trial in the first quarter of calendar year 2018, although there is no assurance that this IND will become effective or that we will be able to commence the proposed study on time or at all. Even if FDA allows the IND to become effective, our protocol is subject to review by an institutional review boards (IRB) at each trial site before we can commence our planned trial. If we experience any delay from the FDA in commencing (or cannot commence) our planned pancreatic clinical trial, or are unable to establish clinical trial sites, we may incur significant expense and losses related to such developments, which could have an adverse effect on our prospects, our ability to advance other clinical trials, our ability to deploy a portion of the planned proceeds from this offering to advance our business plan, and the value of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None that have not been previously disclosed in SEC reports.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit Number		Description

10.1 ^*		Employment Letter Agreement, dated August 1, 2017, by and between Tyme Technologies, Inc. and Jonathan Eckard

31.1 ^*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer.

31.2 ^*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer.

32.1 ^*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

101.INS ^*		XBRL Instance Document.

101.SCH ^*		XBRL Schema Document.

101.CAL ^*		XBRL Calculation Linkbase Document.

101.DEF ^*		XBRL Definition Linkbase Document.

101.LAB ^*		XBRL Label Linkbase Document.

101.PRE ^*		XBRL Presentation Linkbase Document.

^*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 2, 2017


TYME TECHNOLOGIES, INC.

By:		/s/ Steve Hoffman
		Steve Hoffman
		Chief Executive Officer (Principal Executive Officer)

By:		/s/ Ben R. Taylor
		Ben R. Taylor
		President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

TYME TECHNOLOGIES, INC.

44 Wall Street – 12th Floor

New York, New York 10005

August 1, 2017

Jonathan Eckard

Dear Jonathan:

This letter (this “ letter agreement ”) sets forth our agreement with respect to your employment with Tyme Technologies, Inc., a Delaware corporation (the “ Company, ” “ we ” or “ us ” as applicable).

1. Employment . Provided that you execute this letter agreement, you will be employed by the Company upon the terms and conditions set forth in this letter agreement for the period effective on August 1, 2017 (the “ Effective Date ”) and ending as provided in Section 4 (the “ Employment Period ”).

2. Position and Duties . During the Employment Period, you will serve as Chief Scientific Affairs Officer of the Company and will have the usual and customary duties, responsibilities and authority of a person in such position and such other duties assigned to you by the Board of Directors of the Company (the “ Board ”) and the Chief Executive Officer of the Company (the “ CEO ”), in all cases that are consistent with your position. You will report directly to the CEO. Except as otherwise provided herein, you will devote your full working time, efforts and attention to, and diligently and conscientiously perform the duties of, such position. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s existing subsidiaries or affiliates, and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time including, but not limited to, Tyme Inc., a Delaware corporation, and Luminant Biosciences, LLC (collectively, all such subsidiaries and/or other “affiliates” of the Company (as defined in Rule 405 under the Securities Act of 1933, as amended) shall be referred to as the “ Affiliates ”).

3. Compensation .

(a) During the Employment Period, your base salary will be $200,000.00 per annum (the “ Base Salary ”), such base salary to be prorated during partial years of employment and payable in regular installments in accordance with the Company’s general payroll practices and subject to withholding and other payroll taxes. Upon completion of any equity offering that results in net proceeds to the Company of at least $10,000,000 (a “ Qualified Offering ”), you will be entitled to a bonus equal to $155,000 (the “ Qualified Offering Amount ”) multiplied by the number of years you have been employed by the Company on the date of the Qualified Offering (prorated for partial years of employment) (the “ Qualified Offering Bonus ”). The Qualified Offering Bonus will be subject to withholding and other payroll taxes and will be paid

in a lump sum as soon as administratively possible following the date of the Qualified Offering but in no event later than March 15th of the year following the calendar year in which the Qualified Offering is completed. Following the occurrence of a Qualified Offering, your Base Salary will be increased to $355,000 per annum payable in regular installments in accordance with the Company’s general payroll practices and subject to withholding and other payroll taxes. The Base Salary and Qualified Offering Amount may be reviewed annually (beginning on or about January 1, 2018) by the Board in its sole discretion; provided, however, that your Base Salary and Qualified Offering Amount shall not be decreased by the Board.

(b) You will also be entitled, conditioned upon your continued employment with the Company or one of the Affiliates through and including the applicable date of payment, to receive a performance bonus based upon Board-determined satisfaction of individual and Company goals to be established by the Board (your “ Performance Bonus ”), in such amount(s), for such period(s) and based on such criteria as determined from time to time by the Board in the Board’s sole discretion. The Board shall establish a Performance Bonus plan during first or second quarter of the Company fiscal year ending on March 31, 2018.

(c) In connection with your entering into this letter agreement, we shall grant to you, within four business days following the Effective Date (the “ Grant Date ”), under the Company’s 2015 Equity Incentive Plan (the “ 2015 Plan ”), an option (the “ Option ”) to purchase up to 500,000 shares (each, an “ Option Share ”) of the common stock, par value $0.0001 per share (the “ Common Stock ”). The Option shall be evidenced by a Stock Option Agreement in the form attached as Exhibit A to this letter agreement (the “ Stock Option ”). The Option shall contain a per Option Share purchase (exercise) price on the Grant Date as set forth in the Stock Option and shall be consistent with the 2015 Plan. The Option shall have a term of ten years and shall vest according to the following schedule: (1) 50,000 shares shall vest on the Grant Date; and (2) the remaining 450,000 shares shall vest in four equal annual installments beginning on the one-year anniversary of the Grant Date (each, a “ Vesting Date ”), provided that you are employed by the Company on the relevant Vesting Date, and otherwise subject to the provisions of the 2015 Plan. For the avoidance of doubt, in the event you terminate employment with the Company prior to full vesting of the Option, the unvested portion of the Option will expire and terminate in full as of such termination and you will not have any right to exercise the unvested portion of the Option; provided, however, that if such termination is a termination by the Company without Cause under Section 5(a) below, the portion of the Option that would have vested on the next Vesting Date but for such separation without Cause shall vest. The number of Option Shares and purchase price shall be adjusted in the event of any stock splits, mergers, consolidations or similar transactions. In the event of any conflict between the provisions of this paragraph 3(c) and the provisions of the Stock Option, the provisions of the Stock Option shall govern.

(d) During the Employment Period, you will be entitled to participate in all employee benefit programs, including without limitation health/medical insurance, for which senior executive employees of the Company are generally eligible, subject to applicable law and the terms of the applicable plans and policies, as may be amended from time to time, in the sole discretion of the Board. The Company reserves the right to amend or cancel any employee benefit plans at any time in its sole discretion, subject to the terms of such employee benefit plan and applicable law. During the Employment Period, you will be entitled to four weeks paid

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vacation during each calendar year, with such vacation time pro-rated for any partial years during the Employment Period; provided, however, that no carry-over of unused vacation time shall be permitted and no compensation shall be paid for any such unused vacation time, unless applicable law requires otherwise.

(e) The Company agrees to reimburse you for all reasonable out-of-pocket business expenses incurred by you on behalf of the Company during the Employment Period, provided that you properly account to the Company for all such expenses in accordance with the policies of the Company and the rules, regulations and interpretations of the U.S. Internal Revenue Service relating to reimbursement of business expenses (“ Expenses ”), and provided further any Expense in excess of $1,000 shall require advance approval of the CEO.

4. Termination . The Employment Period shall begin on the Effective Date and will end on the one-year anniversary thereof (the “ Expiration Date ”), unless sooner terminated as provided below or extended as provided below. Unless the Employment Period has been terminated in accordance with the following sentence of this Section 4 or one party has given at least 60 days’ advance, written notice that you or the Company seek to terminate the employment arrangement on the Expiration Date, the Expiration Date shall automatically be extended by one additional year. Notwithstanding the foregoing, the Employment Period (i) will terminate automatically upon your death, (ii) may be terminated by the Company upon Notice of Termination (as defined in Section 5(f) below) delivered to you as a result of your Disability (as defined in Section 5(h) below), (iii) may be terminated by the Company at any time for Cause (as defined in Section 5(g) below) or without Cause and (iv) may be terminated by you with or without Good Reason (as defined in Section 5(i) below) upon written notice.

5. Severance .

(a) If the Employment Period is terminated by the Company without Cause or by you for Good Reason, you will be entitled to receive (i) your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date (as defined in Section 5(f) below) and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, (iii) an amount equal to one-half of your Base Salary, as in effect at the time of your separation, which shall be payable in the same amounts and at the same intervals as such payments would have been made if still employed, (iv) any unpaid Expenses as of the Termination Date, and (v) accelerated vesting, if applicable, as provided in Section 3(c) above. Upon delivery of the payments and benefits described in this Section 5(a), the Company shall have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company, except where required by applicable law. The Company’s obligation to make the payments and provide the benefits to you described in clauses (iii) and (v) of this Section 5(a) is conditioned upon your executing and delivering, no later than 21 days after it is provided to you (or such greater time as may be required by applicable law), and not timely revoking, a release relating to your employment by the Company in favor of the Company, its Affiliates and their respective stockholders, officers, members, managers, directors, employees, and subsidiaries substantially in the form attached as Exhibit B.

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(b) If the Employment Period is terminated by the Company for Cause or by you other than for Good Reason, the Company will pay you (i) your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date. Upon delivery of the payment described in this Section 5(b), the Company will have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company, except where required by applicable law.

(c) If the Employment Period is terminated upon your Disability or death, the Company will pay you or your estate or succession, whichever is applicable, (i) your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date. Upon delivery of the payments described in this Section 5(c), the Company shall have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company, except where required by applicable law.

(d) If the Employment Period concludes on the one-year anniversary of the Effective Date by reason of non-renewal of the Employment Period, the Company’s timely election not to extend the Employment Period, or on the second anniversary of the Effective Date by reason of the natural end of the Employment Period, the Company will pay you (i) your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date. Upon delivery of the payments described in this Section 5(d), the Company will have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company, except where required by applicable law. For clarity, upon any termination pursuant to this Section 5(d), you shall not be entitled to any vesting of the Option except for such vesting that occurs on or before the Expiration Date.

(e) Except as otherwise required by law or as specifically provided herein, all of your rights to salary, severance, fringe benefits, bonuses and any other amounts hereunder (if any) accruing after the termination of the Employment Period will cease upon the earlier of the date of such termination and your last day of active service. In the event the Employment Period is terminated, your sole remedy, and the sole remedy of your successors, assigns, heirs, representatives and estate, will be to receive the payments described in this letter agreement.

(f) Any termination of the Employment Period by the Company (other than termination upon your death) or by you must be communicated by written notice (in either case, a “ Notice of Termination ”) to you. For purposes of this letter agreement, “ Termination Date ” means (i) if the Employment Period is terminated by your death, the date of your death, (ii) if the Employment Period is terminated upon your Disability, by the Company or by you, the date specified in the Notice of Termination (which may not be earlier than the date of such Notice), (iii) upon any non-renewal (effective on the one-year anniversary of the Effective Date) or natural expiration (effective on the second anniversary of the Effective Date) of the Employment Period, such applicable anniversary of the Effective Date, and (iv) for any other termination by

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the Company or you, the date specified in the Notice of Termination (which may not be earlier than the date of such Notice). Notwithstanding anything contained herein to the contrary, any termination of the Employment Period by you must be communicated to the Company no less than 30 days prior to the intended Termination Date.

(g) For purposes of this letter agreement, “ Cause ” means any one of the following: (i) a breach by you of this letter agreement, (ii) your conviction of, guilty plea to, or confession of guilt of, a felony or other crime that, in the Company’s reasonable judgment, impacts your suitability for employment, (iii) materially fraudulent, dishonest or illegal conduct by you in the performance of services for or on behalf of the Company or any of its Affiliates, (iv) any conduct by you in material violation of Company policy, (v) any conduct by you that is materially detrimental to the reputation of the Company or any of its Affiliates, (vi) your misappropriation of funds of the Company or any of its Affiliates, (vii) your gross negligence or willful misconduct, (viii) your failure or refusal to comply with written directions of the Board or CEO, (ix) your making statements or other communications to analysts, regulatory authorities, the press or other third parties that are unauthorized or inconsistent with the instructions of the Board or the CEO, (x) your making statements or other communications to analysts, regulatory authorities, the press or other third parties inconsistent with the Company’s approved, publicly disclosed strategies, or that would cause competitive or regulatory harm to the Company in the Board’s discretion, but in all cases except where such statement is approved in advance by the Board or protected by applicable law, (xi) your engaging in conduct involving an act of moral turpitude, (xii) a breach of your duty of loyalty to the Company or its Affiliates, or (xiii) your misrepresentation of your prior professional or academic standing, credentials or accomplishments.

(h) For purposes of this letter agreement “ Disability ” means any accident, sickness, incapacity or other physical or mental condition that prevents you, with or without accommodation, from performing the essential functions of your position for either (i) 90 consecutive days or (ii) 120 days during any period of 365 consecutive days, in all cases consistent with applicable law. During the time periods specified above, the Company will continue to provide you with the compensation stated in Section 3 above.

(i) For purposes of this letter agreement, “ Good Reason ” means the failure of the Company to make all payments due you under this letter agreement and the continuation thereof for more than 30 calendar days after your notice to the Company of such failure and demand for such outstanding payment(s).

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6. Confidential Information .

(a) You will not disclose or use at any time any Confidential Information (as defined below in Section 6(c)), whether or not such information is developed by you, except to the extent that such disclosure or use is required in the performance or exercise by you in good faith of (i) duties assigned to you under this letter agreement or otherwise by the Board, (ii) rights as an employee, officer, director or shareholder of the Company or any of its Affiliates or (iii) rights under any agreement with the Company or any Affiliates.

(b) You will deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, designs, records, reports, computer files and software and other documents and data (and copies thereof) that are Confidential Information or Work Product (as defined below) or information relating to the business of the Company or its Affiliates which you may then possess or have under your control.

(c) As used in this letter agreement, the term “ Confidential Information ” means information that is not generally known or available to the public and that is used, developed or obtained by the Company or any Affiliate in connection with its or their businesses, including but not limited to (i) information, observations and data concerning the business or affairs of the Company or its Affiliates, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, designs, photographs, artwork and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) other copyrightable works, (xiii) all production methods, processes, technology and trade secrets, (xiv) Company product and product candidate formulae and any trade secrets with respect to such products and product candidates, including formulations, chemical compositions, mechanisms of action and medical dosages, and (xv) all similar and related information in whatever form. Confidential Information shall also include all patient information, data and other Protected Health Information (“PHI”), as that term is defined in 45 CFR parts 160 and 164.

(d) Notwithstanding the provisions of this letter agreement to the contrary, you will have no liability to the Company for disclosure of any specific Confidential Information (other than PHI) if such Confidential Information:

(i) is in the public domain or becomes publicly known in the industry in which the Company operates or is disclosed by the Company other than as the result of a breach of this letter agreement or any other agreement by you; or

(ii) is required to be disclosed by law, court order, or similar compulsion or in connection with any legal proceeding; provided however , that such disclosure will be limited to the extent so required and, subject to the requirements of law, you will give the Company as much advance notice as is reasonably possible of your intent to so disclose such Confidential Information and will cooperate with the Company in seeking confidentiality protections.

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(e) Additionally, notwithstanding any other provision of this Agreement, you understand that:

(i) You will not be held criminally or civilly liable under any federal or state trade secret law or this Agreement for any disclosure of Confidential Information that:

(A) you make: (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (z) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) you make in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(ii)If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law you may disclose Confidential Information to your attorney and use the Confidential Information in the court proceeding if you:

(A) file any document containing the Confidential Information under seal; and

(B) do not disclose the Confidential Information, except pursuant to court order.

7. Inventions and Patents . You agree that all inventions, innovations, improvements, technical information, trade secrets, systems, software developments, ideas, results, methods, designs, artwork, analyses, drawings, reports, copyrights, service marks, trademarks, trade names, logos, medicinal and product candidate formulations and dosages, chemical compositions, mechanisms of action, medical procedures and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its Affiliates’ businesses, research and development or existing products (or products under development) or services and which are conceived, developed or made by you (whether or not during usual business hours and whether or not alone or in conjunction with any other person) during your employment with the Company, together with all intellectual property rights therein, including, but not limited to, any patent applications, patents, trademark, trade name and service mark applications or registrations, copyrights and applications and reissues thereof that may be granted for or upon any of the foregoing, as well as any improvements to any inventions, technology, or trade secrets of the Company (collectively referred to herein as “Work Product”), is the exclusive property of the Company and/or its Affiliates. For the avoidance of doubt and without limiting the foregoing, (x) the Company or any of its Affiliates shall be the sole owner of all right, title and interest in such Work Product, including all intellectual property rights relating to such Work Product, without you retaining any license or other residual right whatsoever, and (y) any rights to any new or an existing Work Product are automatically and hereby conveyed, assigned and transferred to the Company pursuant to this agreement. You hereby waive and renounce to all moral rights related, directly or indirectly, to any such existing or new Work Product. You will take reasonable steps to promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including the execution and delivery of assignments,

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consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company and its Affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

8. Non-Compete; Non-Solicitation; Non-Disparagement .

(a) You acknowledge that, in the course of your employment with the Company, you will become familiar with the Company’s and its Affiliates’ trade secrets and with other Confidential Information concerning the Company and its Affiliates and that your services will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, you agree that, during the Restriction Period (as defined in Section 8(b) below) and for a period of eighteen months following such Restriction Period, you will not (x) anywhere in the United States or anywhere the Company or any of its Affiliates conducts business or (y) anywhere the Company or any of its Affiliates has spent time and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity:

(i) own, manage, operate, provide services to, consult with, provide financing to, join, control or participate in the ownership, management, operation or control of, or the provision of financing to, any business wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is engaged in the business of manufacturing, marketing, sale, research or development of pharmaceuticals for cancer utilizing a methodology or mechanism that is similar to methodologies or mechanisms used by the Company (collectively, “ Specified Therapies ”); provided, however, that this Section 8(a)(i) shall not prohibit you from working, after the Restriction Period for an entity that engages in the manufacture, sale, marketing or distribution of pharmaceutical products so long as neither you nor such employer is involved in the manufacturing, marketing, sale or research or development of therapeutics or pharmaceuticals for any of the Specified Therapies.

(ii) say anything or otherwise communicate to a competitor, actual or potential customer of the Company or any Affiliate, the media, or other third party which is harmful to the reputation of the Company or any of its Affiliates or which could be reasonably expected to lead any person to cease to deal with the Company or any of its Affiliates on substantially equivalent terms to those previously offered or at all.

(b) For purposes of this letter agreement, “ Restriction Period ” means (i) the Employment Period and any other period during which you are employed by the Company or any of its Affiliates, whether pursuant to this Agreement or otherwise, and (ii) a period of six months following your separation from employment, regardless of the reason for your separation and whether caused by you or the Company.

(c) Nothing in Section 8(a) will prohibit you from being a passive owner of not more than 2% of the outstanding stock of a publicly-traded corporation, so long as you have no active participation in the business of such corporation.

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(d) During the Restriction Period and for a period of two years following the Restriction Period, you also will not:

(i) induce or attempt to induce any customer, supplier or other business relation of the Company or any of its Affiliates to cease doing business with the Company or any of its Affiliates, or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and the Company or any Affiliates, on the other hand;

(ii) engage, employ, solicit or contact with a view to the engagement or employment of, any employee, officer or manager of, or full-time consultant to, the Company or any Affiliates or any person was an employee, officer or manager of, or consultant to, the Company or any Affiliates, if he or she has been in such a role at any time within the immediately prior three months; or

(iii) assist any individual or entity to engage in the conduct referenced in clauses (i) and (ii) immediately above.

(e) The Company, on behalf of itself and all Affiliates, agrees that during the Restriction Period and during the two-year period thereafter, they and their executive officers (or other persons acting on their behalf) will not say anything which is harmful to your reputation or which could be reasonably expected to lead any person to cease to deal with you or engage you in any consulting or employment position; provided, however, that the restriction in this sentence shall not include statements made internally within the Company or any Affiliates, statements made to their attorneys or other business advisors, for legitimate business purposes, or statements made to any third party in related to the restrictions contained in this Section 8.

(f) You acknowledge that your agreement to the provisions of this Section 8 is in consideration of, and a condition precedent to, your employment with the Company and your receipt of the payments described in Section 3. Further, you acknowledge that the restrictions contained in this Section 8 are in addition to, and not in lieu of, restrictions contained in other applicable agreements, including the Stock Option attached as Exhibit A.

9. Enforcement .

(a) Because the employment relationship between you and the Company is unique and because you have access to Confidential Information, you acknowledge and agree that (i) the covenants set forth in Sections 6 and 8 are reasonable and necessary in order to protect the legitimate interests of the Company and you are receiving adequate consideration hereunder; (ii) the Company will not have any adequate remedy at law if you violate the terms hereof or fail to perform any of my obligations under Sections 6 or 8; (iii) money damages would be an inadequate remedy for any breach of Section 6 or 8 of this letter agreement, and your breach of Section 6 or 8 will constitute irreparable harm and injury to the Company for which it has no adequate remedy at law; and (iv) the Company shall have the right, in addition to any other rights it may have under applicable law, to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without posting a bond or other security) to restrain any breach or threatened breach of, or otherwise to specifically enforce any such covenant or any

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of the other obligations under Sections 6 or 8 of this Agreement, as well as to obtain damages, costs and reasonable attorneys’ fees incurred by the Company in enforcing its rights under this letter agreement and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

(b) If you violate any of the restrictions or obligations contained in Section 8, then the Restriction Period and any applicable period following the Restriction Period shall not run in your favor from the time of the commencement of any such violation until such time as such violation shall be cured by you, and the restrictions contained in that Section will be extended for a period equal to the period that you were in breach.

(c) You acknowledge and agree that if you breach any of the provisions of this letter agreement, the Company will have the right and remedy to require you to account for and pay over to the Company or its designee, all compensation, profits, monies, accruals, increments or other benefits you derive or receive as a result of such breach. This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.

(d) Sections 6 and 8 of this letter agreement will expressly survive termination of this agreement. You acknowledge and agree that (i) any claims that you may have against the Company will not be a defense to enforcement of the restrictions set forth in Sections 6 or 8 and (ii) the circumstances of your termination of employment with the Company will have no impact on your obligations under Sections 6 or 8.

10. Notices . All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder will be deemed duly given (i) upon delivery, if delivered personally to the recipient, against written receipt therefor, or (ii) upon the first business day after the date sent, if sent priority next-day delivery to the intended recipient by reputable express courier service (charges prepaid) and addressed to the intended recipient as set forth below:

If to the Company, to:

Steve Hoffman, Chief Executive Officer

Tyme Technologies, Inc.

44 Wall Street – 12th Floor

New York, New York 10005

and with a copy to:

Drinker Biddle & Reath LLP

105 College Road East, P.O. Box 627

Princeton, NJ 08542-0627

Attention: Jim Biehl, Esq.

If to you, to the address shown on the first page.

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Any party hereto may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means, but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received and acknowledged by the intended recipient. Any party hereto may change the address (or add new parties and their addresses) to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner set forth in this Section 10.

11. Representations and Warranties . You hereby represent and warrant to the Company that (a) all information provided by you to the Company through or in connection with any employment questionnaire is true and accurate in all respects and does not omit any material information necessary to make such furnished information not misleading, (b) the execution, delivery and performance of this letter agreement by you does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which you are a party or any judgment, order or decree to which you are subject, (c) you are not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other person or entity that is inconsistent with the provisions of this letter agreement, (d) upon the execution and delivery of this letter agreement by the Company and you, this letter agreement will be a valid and binding obligation of you enforceable in accordance with its terms and (e) you are fully able to perform those services described in this letter agreement. The Company hereby represents and warrants to you that (i) the execution, delivery and performance of this letter agreement by the Company does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which it is a party or any judgment, order or decree to which it is subject and (ii) upon the execution and delivery of this letter agreement by the Company and you, this agreement will be a valid and binding obligation of the Company enforceable in accordance with its terms.

12. Lock-Up Agreement . In connection with a registration with the United States Securities and Exchange Commission under the Securities Act of the public sale of shares of Common Stock, you shall not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time prior to the effective date of such registration and continuing through and following the effective date of such registration (not to exceed 180 days) as the Company or the underwriters, as the case may be, shall specify. You agree that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section. You shall execute a form of agreement reflecting the foregoing restrictions as requested by the underwriters managing such offering.

13. General Provisions .

(a) No Interference . For clarity, the Company confirms that nothing in this letter agreement is intended to prevent, impede or interfere with your right, without notice to the Company, to (a) file a charge or complaint with any agency which enforces anti-discrimination, workplace safety, securities, or other laws; (b) communicate with, cooperate with or provide truthful information to any governmental agency, or participate in any government investigation; or (c) testify truthfully in any court or administrative proceeding.

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(b) Severability . It is the desire and intent of the parties hereto that the provisions of this letter agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this letter agreement will be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, will be ineffective, without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of this letter agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it will, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this letter agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(c) Complete Agreement . This letter agreement and any schedules or exhibits expressly constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and pre-empts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. Except as specified herein, you have no other rights with respect to service for or employment by the Company.

(d) Successors and Assigns . This letter agreement will be binding upon Employee’s heirs, executors, administrators and other legal representatives and may be assigned by the Company and its successors to any Person, including, but not limited to, any successor or parent of the Company or any Affiliate. The Company also may assign this letter agreement in connection with any sale or merger (whether a sale or merger of stock or assets or otherwise) of the Company or the business of the Company. Employee expressly consents to the assignment of the restrictions and requirements set forth in this letter agreement to any new owner of the Company’s business, purchaser of the Company or any other permitted assignee, and any such assignment (even if involving a termination and rehiring for official purposes) shall not constitute a termination without Cause hereunder. Employee may not assign, pledge, or encumber Employee’s interest in this Agreement, or any part thereof, without the written consent of the Company.

(e) Governing Law . This letter agreement will be governed by and construed in accordance with the domestic laws of New York, without giving effect to the choice of law provisions thereof. The parties agree that the exclusive venue for all disputes under this agreement shall be the federal and state courts sitting in New York County, New York.

(f) Amendment and Waiver . The provisions of this letter agreement may be amended and waived only with the prior written consent of the Company (with the approval of the Board) and you, and no course of conduct or failure or delay in enforcing the provisions of this letter agreement will affect the validity, binding effect or enforceability of this letter agreement or any provision hereof.

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(g) Headings . The section headings contained in this agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this agreement.

(h) Counterparts . This letter agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

(i) 409A Provision .

(i) For purposes of this letter agreement the term “ termination of employment ” and similar terms relating to your termination of employment mean a “ separation from service ” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“ Section 409A ”). For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. The Company and you intend that this letter agreement comply in form and operation with the requirements of Section 409A. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company and you will take reasonable actions to reform this letter agreement or any actions taken pursuant to their operation of this letter agreement in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

(ii) Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the termination date or, if earlier, on your death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

* * *

If this letter agreement correctly expresses our mutual understanding, please sign and date this letter agreement at the signature block on the succeeding page, and return it to us.


Very truly yours,

Tyme Technologies, Inc.

By:		/s/ Steve Hoffman
		Name: Steve Hoffman
		Title: Chief Executive Officer

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The terms of this letter agreement are

accepted and agreed to as of the date

first set forth above by:

/s/ Jonathan Eckard

Jonathan Eckard

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EXHIBIT A

Form of Stock Option Agreement

Tyme Technologies, Inc.

Nonqualified Stock Option Agreement

Tyme Technologies, Inc., a Delaware corporation (the “ Company ”), pursuant to the Company’s 2015 Equity Incentive Plan (the “ Plan ”), has granted to Jonathan Eckard (the “ Optionee ”) a nonqualified stock option (the “ Option ”) to purchase a total of 500,000 shares (each, a “ Share ”) of the common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at an exercise price of $4.31 per Share (the “ Exercise Price ”), on the terms and conditions set forth in this Option Agreement (this “ Agreement ”) and, in all respects, subject to the terms and conditions of the Plan. The effective date of grant of the Option is August 1, 2017 (the “ Date of Grant ”). Unless otherwise defined herein, the capitalized terms defined in the Plan shall have the same defined meanings in this Agreement.

1. Duration. Subject to the earlier termination as provided in this Agreement or under the Plan, the Option shall expire and shall no longer be exercisable as of the close of business on August 1, 2027 (the “ Termination Date ”).

2. Written Notice of Exercise. The Option may be exercised only by delivering to the President or Secretary of the Company, at the Company’s principal executive offices, of a written notice of exercise substantially in the form described in paragraph 8(b) of this Agreement, accompanied by this Agreement.

3. Anti-Dilution Provisions.

(a) If there is any stock dividend, stock split or combination of shares of Common Stock, the number and amount of Shares then subject to the Option shall be proportionately and appropriately adjusted as determined by the Committee, whose determination shall be final, conclusive and binding upon Optionee and the Company.

(b) If there is any other change in the Common Stock, including a recapitalization, reorganization, sale or exchange of assets, exchange of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an adjustment, if any, shall be made in the Shares then subject to the Option as the Board of Directors or Committee may deem equitable, and whose determination shall be final, conclusive and binding upon Optionee and the Company. Failure of the Board of Directors or the Committee to provide for an adjustment pursuant to this paragraph 3(b) prior to the effective date of any Company action referred to in this paragraph 3(b) shall be conclusive evidence that no adjustment is required in consequence of such action.

(c) If the Company is merged into or consolidated with any other corporation and the Company is not the surviving corporation, or if the Company sells all or substantially all of the Company’s assets to any other corporation, then either:

(i) the Company shall cause provisions to be made for the continuance of the Option after such event or for the substitution for the Option of an option covering the number and class of securities which the Optionee would have been entitled to receive in such merger, consolidation or if the Optionee had been the holder of record of a number of shares of Common Stock equal to the number of Shares covered by the unexercised portion of the Option immediately prior to such merger, consolidation or sale; or

(ii) the Company shall give to Optionee written notice of the Company’s election not to cause any provision to be made under the preceding clause (i) and, then only in such event the Option shall become exercisable in full (or, at the election of the Optionee, in part) at any time during a period to be designated by the Company, ending not more than one business day prior to the effective date of the merger, consolidation or sale, in which case the Option shall not be exercisable to any extent after the expiration of such period.

Notwithstanding the provisions of this paragraph 3(c), in no event shall the Option be exercisable after the Termination Date.

4. Investment Representation and Legend of Certificates . Optionee acknowledges that, for any period in which a registration statement with respect to the Option and/or Shares under the Securities Act of 1933, as amended (the “ Securities Act ”), is not effective, Optionee shall hold the Option and will purchase and/or own the Shares for investment purposes only and not for resale or distribution. The Company shall have the right to place upon the face and/or reverse side of any stock certificate or certificates evidencing the Shares such legend as the Committee may prescribe for the purpose of preventing disposition of such Shares in violation of the Securities Act.

5. Non Transferability. The Option shall not be transferable by Optionee, other than by (a) will, the laws of descent or distribution or (b) pursuant to a proceeding under title 11 of the U.S. Bankruptcy Code or similar insolvency proceeding, and is exercisable during the lifetime of Optionee only by Optionee, except as otherwise specifically provided in this Agreement or the Plan. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

6. Certain Rights Not Conferred by Option. Optionee shall not, by virtue of holding the Option, be entitled to any rights of a stockholder in the Company.

7. Expenses. The Company shall pay all original issue and transfer taxes with respect to the issuance of the Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith.

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8. Exercise of Options.

(a) Notwithstanding anything to the contrary contained in this Agreement, the Option shall become exercisable according to the following schedule, provided that the Optionee is employed by the Company on such dates:


Date of Grant		50,000 shares
1-year anniversary of the Date of Grant		112,500 shares
2-year anniversary of the Date of Grant		112,500 shares
3-year anniversary of the Date of Grant		112,500 shares
4-year anniversary of the Date of Grant		112,500 shares

(b) Notwithstanding the foregoing, upon a termination of the Optionee’s employment without Cause by the Company, additional vesting shall occur as set forth in Section 3(c) of Optionee’s Employment Agreement.

(c) The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of this Agreement, by written notice of such exercise, delivered to the President or Secretary of the Company, at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be 100 or an integral multiple thereof) and shall be accompanied by:

(i) payment of the full exercise price for the Shares for which the Option is being exercised; and

(ii) this Agreement.

(c) The form of payment of the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be paid in full at the time of each purchase in one or a combination of the following methods:

(i) cash;

(ii) check (subject to collection);

(iii) in the discretion of the Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which:

(A) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is being exercised; and

(B) have been owned of record by Optionee for at least six months;

(iv) in the discretion of the Committee, commencing upon the date on which all of the Shares subject to the Option are exercisable in accordance with the exercise

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schedule set forth in paragraph 8(a) of this Agreement, by “cashless exercise,” by means of exercising the Option in full and receiving such number of Shares having a Fair Market Value on the date of such cashless exercise equal to the difference between:

(A) the Fair Market Value of the Shares issuable upon exercise of the Option in full on the date of such cashless exercise; and

(B) the exercise price of the Option multiplied by the number of Shares issuable upon exercise of the Option in full; or

(v) in the discretion of the Committee, but, in all cases, subject to applicable law, by:

(A) delivery to the Company of a promissory note containing such terms and conditions determined by the Committee, in the Committee’s sole discretion, but at a rate of interest at least equal to the imputed interest specified under Section 483 or Section 1274, whichever is applicable, of the Code, and secured by the Shares issuable upon exercise of the Option for which the promissory note is being delivered and otherwise in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements);

(B) assignment to the Company of the net proceeds (to the extent necessary to pay such exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or

(C) such other consideration and method of payment for the issuance of stock to the extent permitted under applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act.

(d) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations that the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof.

(e) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of such Shares in the records of the Company.

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9. Continued Employment. Nothing herein shall be deemed to create any employment or consultancy or guaranty of continued employment or consultancy or limit in any way the Company’s right to terminate Optionee’s employment or consultancy at any time.


Tyme Technologies, Inc.

By:
		Steven Hoffman,
		Chief Executive Officer

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OPTIONEE ACKNOWLEDGEMENT

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE EXERCISABILITY OF THE SHARES SUBJECT TO THIS AGREEMENT AND THE OPTION IS EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND CONFIRMS THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S OR THE COMPANY’S RIGHT, SUBJECT TO OPTIONEE’S AND THE COMPANY’S RIGHTS UNDER OTHER AGREEMENTS, IF ANY, WITH THE COMPANY, TO TERMINATE EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and certain information related to this Plan and Company and represents that Optionee is familiar with the terms and provisions of the Plan, and hereby accepts the Option subject to all of the terms and provisions of the Plan. Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all of the terms and provisions of the Option and this Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions rising under the Plan. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

Accepted and agreed as of the Date

of Grant as first set forth above:




Name:		Jonathan Eckard
Address:

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EXHIBIT B

Form of Release

RELEASE

This Release is delivered by Jonathan Eckard on this __ day of _________, 20__.

DEFINITIONS

A. As used herein, unless otherwise specified, the term “Employer” shall mean Tyme Technologies, Inc.

B. As used herein, unless otherwise specified, the term “Employee” shall mean Jonathan Eckard.

RECITALS

WHEREAS, Employee’s employment ended on ___________, 20__; and

WHEREAS, it is a condition to the Employee’s receipt of certain post-employment benefits (“Conditional Benefits”) under the Employment Agreement, dated as of August 1, 2017 (the “Employment Agreement”), between Employee and Employer that Employee execute this Release.

NOW THEREFORE, in consideration of the promises, representations and mutual covenants contained in this Release, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, it is agreed as follows:

1. Consideration . Employee acknowledges that the Conditional Benefits are in excess of any earned wages or benefits due and owing Employee, and would not be paid or provided unless Employee executed this Release. Employee acknowledges and agrees that the Conditional Benefits are adequate and independent consideration for Employee executing this Release and releasing any and all claims against Employer and other Released Parties (as defined below).

2. Release of All Claims . In consideration of the above, and the other promises set forth in this Release, Employee fully and forever waives, releases, acquits and discharges Employer and each and every of its subsidiaries and related or affiliated entities (together, the “Entities”), and each of the Entities’ current and former directors, officers, shareholders, members, partners, employees, and attorneys (collectively, the “Released Parties”) from and for all manner of claims, actions, suits, charges, grievances and/or causes of action, in law or in equity, existing by reason of and/or based upon any fact or set of facts, known or unknown, existing from the beginning of time through the date of Employee’s execution of this Release relating to and/or arising out any matter or subject, including but not limited to the Employment Agreement, Employee’s employment with Employer and/or the cessation of Employee’s

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employment with Employer (collectively, the “Released Claims”). The Released Claims include, but are not limited to, all claims, actions, suits, charges, grievances and/or causes of action for wages, compensation, liquidated damages, commissions, bonuses, benefits, sums of money, damages of every type, costs, attorney fees, judgments, executions, wrongful discharge, breach of contract, breach of implied contract, breach of the covenant of good faith and fair dealing, tortious interference with contract or business relationships, assault, battery, invasion of privacy, misappropriation of trade secrets, promissory estoppel, unjust enrichment, loss of consortium, violation of the penal statutes, negligent or intentional infliction of emotional distress, negligence, defamation, retaliation and/or discrimination and/or harassment on account of age, sex, sexual orientation, creed, religion, race, color, national origin, sensory disability, mental disability, physical disability, veteran or military status, marital status, or any other classification recognized under all applicable discrimination laws, or any other claim or cause of action, which has or could have been alleged under the common law, civil rights statutes, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act (“ERISA”), the Rehabilitation Act of 1973, the Older Workers Benefits Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Workers Adjustment Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the National Labor Relations Act (“NLRA”), the New York State Human Rights Law, the New York City Human Rights Law, the New York State Labor Law, and all other federal, state, local statutes, ordinances, and laws, and every type of relief, (legal, equitable and otherwise) available to Employee. Subject to Section 10 below, Employee covenants and agrees that he will not pursue or allege any claim, matter or cause of action in violation of, and/or released under, this Release. Notwithstanding the foregoing, nothing in this Release shall be construed as releasing Employer from its obligation to pay those amounts due to Employee under Section 5(a) or 5(d) of the Employment Agreement, subject to the terms and conditions thereof, which obligation is not a Released Claim. Nor is this Release intended to release claims arising from facts occurring after Employee executes this Release or that may not be released as a matter of law.

3. Covenant Not to Sue . Employee agrees that neither he nor any person or entity on his behalf shall commence, maintain or prosecute any lawsuit or court complaint against Employer or any of the other Released Parties with respect to any act, omission or other matter that is released by the provisions of the preceding Section. This Section shall not operate to waive any rights that may not legally be waived, nor shall it preclude Employee from bringing an action under this Agreement, and it shall in all respects be subject to Section 10 below. Employee affirms that, as of this date, he has not taken or initiated any Court complaint against any of the Released Parties concerning his separation from the Company and/or any payment, benefit or compensation that he maintains she is owed or otherwise entitled to, and no such action is pending.

4. Confidentiality . To the fullest extent permitted by law, Employee agrees to keep confidential all facts, opinions, and information which relate in any way to Employee’s employment and/or cessation of employment with Employer, as well as the terms of this Release; provided however, Employee may discuss the terms of this Release with (a) his spouse, legal representative, and/or tax preparer, each of whom must also agree to maintain confidentiality and comply with this Paragraph 4 of the Release, and (b) a government agency in connection with a government investigation.

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5. Return of Employer’s Property . Employee represents that he has returned to Employer any and all property, records, papers, documents and writings, in whatever form, of Employer in Employee’s possession and/or control, and that he has not retained any copies thereof, in whatever form.

6. Cooperation .

(a) In the event Employee is served with a subpoena or is required by court order or otherwise to testify in any type of proceeding involving the Employer and related to a Released Claim, Employee shall immediately advise Employer in writing of same.

(b) Employee agrees to cooperate with Employer in any internal investigation, administrative, regulatory, or judicial proceeding or any dispute with a third party. Employee’s cooperation may include being available to Employer upon reasonable notice for interviews and factual investigations, appearing at Employer’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to Employer pertinent information, and turning over to Employer all relevant documents which are or may come into Employee’s possession. Employee understands that in the event Employer asks for Employee’s cooperation in accordance with this provision, Employer will reimburse him/her for reasonable travel expenses (including lodging and meals) upon submission of receipts acceptable to Employer.

7. ADEA Notice and Acknowledgement . Employee acknowledges that he has carefully read this Release and fully understands its contents. Prior to signing this Release, Employee has been advised in writing hereby and has had an opportunity to consult with his attorney of choice concerning the terms and conditions of this Release with regard to any claim or right Employee may have under the ADEA or otherwise. Employee has been offered at least 21 days to review and consider this Release, and no revisions to this Release, whether material or not, have restarted the running of that period. Employee may voluntarily and knowingly waive this 21 day period, or any part thereof, if he signs this Release prior to the expiration of 21 days. After signing this Release, Employee shall have seven days from the signing date to revoke this Release. This Release shall not be effective (including for purposes under the Employment Agreement) until after the seven-day revocation period has expired without Employee’s revocation. Any revocation must be made in writing and delivered to the Chief Executive Officer of Employer. Until all applicable periods set forth in this Section 7 have expired without revocation, Employer shall not be required to make any payment or provide any benefits to Employee, which payment or benefits are, under the Employment Agreement, contingent upon the signing and delivery to the Company and non-revocation of this Release. By signing this Release, Employee agrees and understands that he is waiving and releasing any and all rights he may have to pursue claims against Employer, from the beginning of time up to the date of his execution of this Release, including, without limitation, all ADEA claims.

8. No Further Payments, Benefits or Rights . Employee acknowledges that, other than the Conditional Benefits, he has received payment in full of all of the compensation,

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benefits and/or payments of any kind due to him from Employer and/or any other Released Parties, including all compensation, bonuses, expense reimbursements, payments to or from benefit plans, unused accrued vacation time, personal time, severance, sick pay or any other payment under a plan, program, practice or promise of the Employer or that of any other Released Party. Employee further acknowledges that he is not, and shall not be, entitled to receive from Employer or any other Released Party any payments, benefits or perquisites (whether monetary and non-monetary) other than those expressly described in this Agreement.

9. Governing Law . New York law shall govern this Release, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

10. Non-Interference . For clarity, Employer confirms that nothing in this Release – including in the Confidentiality, General Release, and Covenant Not to Sue provisions – is intended to prevent, impede or interfere with Employee’s right, without notice to Employer, to (a) file a charge or complaint with any agency which enforces anti-discrimination, workplace safety, securities, or other laws; (b) communicate with, cooperate with or provide truthful information to any governmental agency, or participate in any government investigation; (c) testify truthfully in any court or administrative proceeding; or (d) receive and retain any monetary award from a government administered whistleblower award program for providing information directly to a government agency. However, Employee understands that, by signing this Agreement and not revoking it, he has waived her right to recover any money from Employer or any other Released Parties, other than the Conditional Benefits.

11. Successors and Assigns . This Release shall be inure to the benefit of the successors and assigns of Employer.

12. Severability . If any portion of this Release is ruled unenforceable, all remaining portions of this Release shall remain valid.

13. No Reliance; No Waiver . Employee represents that he is not relying on any representation, statement, or promise of Employer or any other party in giving this Release. This Release may not be amended, modified, waived, or terminated except in a writing signed by Employee and an authorized representative of Employer.

14. Headings . The paragraph and section headings in this Release are inserted merely for the convenience of reference only and shall not be used to construe, affect or modify the terms of any paragraph or provision of this Release.

EMPLOYEE WITHOUT ANY DURESS OR COERCION FREELY, KNOWINGLY AND VOLUNTARILY ENTERS INTO, AND GIVES THIS RELEASE. EMPLOYEE UNDERSTANDS AND AGREES WITH ALL OF THE PROVISIONS AND THE TERMS STATED IN THIS RELEASE AND HAS BEEN AFFORDED SUFFICIENT AND REASONABLE TIME TO CONSIDER WHETHER TO ENTER INTO THIS RELEASE. EMPLOYER ADVISES EMPLOYEE TO CONSULT WITH AN ATTORNEY OF EMPLOYEE’S CHOOSING PRIOR TO EXECUTING THIS RELEASE WHICH CONTAINS A RELEASE AND WAIVER.

Jonathan Eckard

Date

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EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Steve Hoffman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Tyme Technologies, Inc.; and

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Ben R. Taylor, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Tyme Technologies, Inc.; and

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report on Form 10-Q of Tyme Technologies, Inc. (the “Company”) for the three-month period ended September 30, 2017, to which this certification is being filed as of the date hereof as an exhibit thereto (the “Report”), I, Steve Hoffman, Chief Executive Officer of the Company, and I, Ben R. Taylor, President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(a)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78 o (d)); and

(b)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 2, 2017

/s/ Steve Hoffman

Steve Hoffman

Chief Executive Officer

(Principal Executive Officer)

/s/ Ben R. Taylor

Ben R. Taylor

President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

THIS CERTIFICATION WILL NOT BE DEEMED “FILED” FOR PURPOSES OF SECTION 18 OF THE EXCHANGE ACT OR OTHERWISE SUBJECT TO THE LIABILITY OF THAT SECTION. SUCH CERTIFICATION WILL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT OUR COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE. A SIGNED ORIGINAL OF THIS CERTIFICATION HAS BEEN PROVIDED TO THE COMPANY AND WILL BE RETAINED BY THE COMPANY AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company