Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 10, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | FLUOROPHARMA MEDICAL, INC. | ||
Entity Central Index Key | 1402785 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $19,784,800 | ||
Entity Common Stock, Shares Outstanding | 29,324,938 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $252,145 | $1,143,175 |
Investment in trading securities | 39,930 | 634,826 |
Prepaid expenses & other | 158,849 | 52,959 |
Total Current Assets | 450,924 | 1,830,960 |
Property and equipment, net | 11,727 | 35,429 |
Intangible assets, net | 357,540 | 49,339 |
Total Assets | 820,191 | 1,915,728 |
Current Liabilities: | ||
Convertible notes payable - short term (see Note 8) | 2,123,416 | |
Accounts payable | 1,064,480 | 183,298 |
Derivative warrant liability | 1,354,319 | 2,549,196 |
Accrued expenses and other | 1,074,611 | 239,673 |
Total Current Liabilities | 5,616,826 | 2,972,167 |
Commitments & Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock Series A; $0.001 par value, 3,500,000 shares designated 949,477 and 2,350,196 shares issued and outstanding at December 31, 2014 and 2013, respectively (preference in liquidation of $788,066 at December 31, 2014) | 951 | 2,352 |
Preferred stock Series B; $0.001 par value, 12,000,000 shares designated 5,694,571 and 5,725,821 shares issued and outstanding at December 31, 2014 and 2013, respectively (preference in liquidation of $5,132,152 at December 31, 2014) | 5,695 | 5,726 |
Common stock - Class A - $0.001 par value,100,000,000 shares authorized, 29,197,497 and 25,675,013 shares issued and outstanding at December 31, 2014 and 2013, respectively | 29,199 | 25,676 |
Additional paid-in capital | 24,034,203 | 23,084,429 |
Accumulated deficit | -28,866,683 | -24,174,622 |
Total Stockholders' Deficit | -4,796,635 | -1,056,439 |
Total Liabilities and Stockholders' Deficit | $820,191 | $1,915,728 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock Series A, par value | $0.00 | $0.00 |
Preferred stock Series A,designated | 3,500,000 | 3,500,000 |
Preferred stock Series A, shares issued | 949,477 | 2,350,196 |
Preferred stock Series A, shares outstanding | 949,477 | 2,350,196 |
Preference in liquidation | $788,066 | |
Preferred stock Series B, par value | $0.00 | $0.00 |
Preferred stock Series B, designated | 12,000,000 | 12,000,000 |
Preferred stock Series B, shares issued | 5,694,571 | 5,725,821 |
Preferred stock, Series B, shares outstanding | 5,694,571 | 5,725,821 |
Preference in liquidation | $5,132,152 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,197,497 | 25,675,013 |
Common stock, shares outstanding | 29,197,497 | 25,675,013 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Expenses: | ||
General and administrative | $3,415,340 | $3,049,591 |
Research and development | 1,753,500 | 1,312,507 |
Total Operating Expenses | 5,168,840 | 4,362,098 |
Loss from Operations | -5,168,840 | -4,362,098 |
Other Income (Expense): | ||
Interest income | 18 | 211 |
Other income | 6,864 | 70,525 |
Loss on disposition of intangible/fixed assets | -29,596 | |
Gain on settlement of accounts payable | 11,126 | 6,594 |
Loss on sale of trading securities | -302,116 | -818,365 |
Change in unrealized gain (loss) on trading securities | 228,156 | -236,143 |
Gain (loss) on revaluation and modification of derivative warrant liability | 1,227,998 | -216,701 |
Interest and other expense | -104,132 | -51,351 |
Total Other Income (Expense), net | 1,038,318 | -1,245,230 |
Loss Before Provision for Income Taxes | -4,130,522 | -5,607,328 |
Provision for Income Taxes | ||
Net Loss | -4,130,522 | -5,607,328 |
Preferred Stock Dividend | -561,539 | -1,676,754 |
Net Loss Attributable to Common Stockholders | ($4,692,061) | ($7,284,082) |
Net loss per common share - Basic and Diluted | ($0.16) | ($0.30) |
Weighted Average Shares Used in per Share Calculation - Basic and Diluted | 28,641,197 | 24,373,970 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock -Series A | Preferred Stock - Series B | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $2,127 | $24,331 | $18,242,109 | ($16,890,540) | $1,378,027 | |
Beginning Balance, Shares at Dec. 31, 2012 | 2,126,574 | 24,330,013 | ||||
Share Based Compensation | 632,413 | 632,413 | ||||
Preferred Stock Dividend - Series A, Amount | 225 | 185,381 | -185,606 | |||
Preferred Stock Dividend - Series A, Shares | 223,622 | |||||
Fair value of common stock issued for consulting services, Amount | 60 | 45,490 | 45,550 | |||
Fair value of common stock issued for consulting services, Shares | 60,000 | |||||
Common Stock issued for cash, net of offering costs of $68,276, Amount | 1,285 | 572,939 | 574,224 | |||
Common Stock issued for cash, net of offering costs of $68,276, Shares | 1,285,000 | |||||
Preferred Stock issued for cash, investments held for sale and conversion of bridge notes, net of offering costs of $81,534 and warrant liability, Amount | 5,726 | 2,121,932 | 2,127,658 | |||
Preferred Stock issued for cash, investments held for sale and conversion of bridge notes, net of offering costs of $81,534 and warrant liability, Shares | 5,725,821 | |||||
Deemed dividend related to beneficial conversion feature on Series B issuance | 1,368,272 | -1,368,272 | ||||
Preferred Stock Dividend Accrued - Series B | -122,876 | -122,876 | ||||
Warrant modification and reclassification to derivative liability | -84,107 | -84,107 | ||||
Net Loss | -5,607,328 | -5,607,328 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 2,352 | 5,726 | 25,676 | 23,084,429 | -24,174,622 | -1,056,439 |
Ending Balance, Shares at Dec. 31, 2013 | 2,350,196 | 5,725,821 | 25,675,013 | |||
Share Based Compensation | 417,569 | 417,569 | ||||
Preferred Stock Dividend - Series A, Amount | 93 | 34 | 94,446 | -94,573 | ||
Preferred Stock Dividend - Series A, Shares | 93,257 | 34,339 | ||||
Fair value of common stock issued for consulting services, Amount | 305 | 177,855 | 178,160 | |||
Fair value of common stock issued for consulting services, Shares | 304,888 | |||||
Preferred Stock Dividend Accrued - Series B | -466,966 | -466,966 | ||||
Warrant modification and reclassification to derivative liability | -33,121 | -33,121 | ||||
Common Stock issued for cash, net of offering costs of $31,445, Amount | 470 | 202,585 | 203,055 | |||
Common Stock issued for cash, net of offering costs of $31,445, Shares | 470,000 | |||||
Conversion of Series A Preferred to Common Stock, Amount | -1,494 | 2,480 | -986 | |||
Conversion of Series A Preferred to Common Stock, Shares | -1,493,976 | 2,480,000 | ||||
Conversion of Series B Preferred to Common Stock, Amount | -31 | 50 | -19 | |||
Conversion of Series B Preferred to Common Stock, Shares | -31,250 | 50,000 | ||||
Common Stock issued in lieu of accumulated dividend on Series B, Amount | 3 | 1,251 | 1,254 | |||
Common Stock issued in lieu of accumulated dividend on Series B, Shares | 2,507 | |||||
Exercise of Warrants, Amount | 181 | 90,194 | 90,375 | |||
Exercise of Warrants, Shares | 180,750 | |||||
Net Loss | -4,130,522 | -4,130,522 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $951 | $5,695 | $29,199 | $24,034,203 | ($28,866,683) | ($4,796,635) |
Ending Balance, Shares at Dec. 31, 2014 | 949,477 | 5,694,571 | 29,197,497 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($4,130,522) | ($5,607,328) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and amortization | 42,470 | 24,479 |
Amortization of issuance costs | 44,388 | |
Fair value of common stock issued for consulting | 178,160 | 45,550 |
Share-based compensation related to stock options | 417,569 | 632,413 |
Loss on fixed/intangible asset dispositions | 29,596 | 128,245 |
Non-cash interest expense on beneficial conversion | 27,500 | |
Gain on accounts payable settlement | -11,126 | -6,594 |
Net loss on sale of trading securities | 302,116 | 818,365 |
Change in unrealized gain (loss) on trading securities | -228,156 | 236,143 |
Gain (loss) on revaluation and modification of derivative warrant liability | -1,227,998 | 216,701 |
(Increase) decrease in: | ||
Prepaid expenses and other | -21,949 | 24,351 |
Increase (decrease) in: | ||
Accounts payable | 914,808 | 52,112 |
Accrued expenses and other | 369,225 | 76,266 |
Net Cash Used in Operating Activities | -3,321,419 | -3,331,797 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of investments | 568,852 | 1,806,050 |
Cash paid for intangible assets | -350,000 | |
Cash paid for purchase of property and equipment | -6,564 | -5,356 |
Net Cash Provided by Investing Activities | -212,288 | -1,800,694 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes payable - short term | 2,078,000 | 330,000 |
Issuance costs related to notes payable | -128,329 | |
Repayment of notes payable | -25,000 | -55,000 |
Proceeds from the exercise of stock | 90,375 | |
Proceeds from sale of common stock, net | 203,055 | 574,224 |
Proceeds from sale of preferred stock, net | 520,966 | |
Net Cash Provided by Financing Activities | 2,218,101 | 1,370,190 |
Net Change in Cash and Cash Equivalents | -891,030 | -160,913 |
Cash and Cash Equivalents, Beginning of Period | 1,143,175 | 1,304,088 |
Cash and Cash Equivalents, End of Period | 252,145 | 1,143,175 |
Supplemental Cash Flow Disclosures: | ||
Interest expense paid in cash | 5,297 | |
Tax paid | 1,412 | 1,662 |
Supplemental Non-Cash Disclosure: | ||
Accrued expenses settled in preferred stock | 57,196 | |
Sale of preferred stock for marketable equity securities | 3,495,384 | |
Fair value of warrants issued to Series B holders | -2,247,778 | |
Fair value of warrants modified in connection with Series B financing | -33,121 | -113,685 |
Fair value of warrants issued to Series B placement agents | -12,738 | -23,608 |
Notes payable - stockholder - settled in common stock | 275,000 | |
Notes payable issued for securities | -47,916 | |
Notes payable issued as accounts payable settlement | -22,500 | |
Series B Preferred Stock dividend accrued | -466,966 | -122,876 |
Series B Preferred Stock deemed dividend | -1,368,272 | |
Series A Preferred Stock dividend settled in Series A Preferred | -77,403 | -185,606 |
Conversion of Series A Preferred Stock dividend to common stock | -17,170 | |
Conversion of Series A preferred shares to common stock | -1,494 | |
Conversion of Series B preferred shares to common stock | -50 | |
Conversion of Series B preferred shares and accrued dividends to common stock | ($1,254) |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Organization Basis Of Presentation And Going Concern | |
Organization, Basis of Presentation and Going Concern | FluoroPharma Medical, Inc. (the “Company”) was organized on January 25, 2007 under the laws of the State of Nevada. The Company’s subsidiary, FluoroPharma Inc. (“FPI” or “the Subsidiary”), a Delaware corporation, is a molecular imaging company headquartered in Montclair, NJ. FPI was founded in 2003 to engage in the discovery, development and commercialization of proprietary products for the positron emission tomography (PET) market. The Company’s initial focus has been on the development of novel cardiovascular imaging agents that can more efficiently and effectively detect and assess acute and chronic forms of coronary artery disease (CAD). Molecular imaging pharmaceuticals are radiopharmaceuticals that enable early detection of disease through the visualization of subtle changes in biochemical and biological processes. |
Basis of Presentation | |
In previous filings, the Company has reported as a “Development Stage Entity”. However, in June 2014, the Financial Accounting Standards Board (FASB) published Accounting Standards Update 2014-10, “Development Stage Entities” (ASU 2014-10). ASU 2014-10 removed the development stage entity guidance under Accounting Standards Codification Topic 915 (ASC 915), “Development Stage Entities”, thereby removing the financial reporting distinction between development stage entities and other reporting entities. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
Presentation and disclosure requirements under ASC 915 are no longer required for the first annual period beginning after December 15, 2014, including interim periods therein. Earlier adoption of the new guidance for ASC 915 is permitted for any annual or interim period for which financial statements have not yet been issued for public business entities. Accordingly, the Company has elected to adopt these changes effective with the filing of the Company’s 10-Q for the period ended June 30, 2014. | |
Going concern | |
The accompanying 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 experienced net losses and negative cash flows from operations since its inception. The Company has sustained cumulative losses attributable to common stockholders of $28,866,683 as of December 31, 2014. The Company has historically financed its operations through issuances of equity and the proceeds of debt instruments. In the past, the Company has also provided for its cash needs by issuing common stock, options and warrants for certain operating costs, including consulting and professional fees. During the year ended December 31, 2014, the Company raised net cash of $2,243,102 through the issuance of notes payable, the sale of common stock and the exercise of warrants. Additionally, the Company received cash proceeds of $568,852 from the sale of freely tradable securities received as consideration in the Company’s 2013 private placement of its Series B Preferred Stock. | |
The Company continues to actively pursue various funding options, including equity offerings, to obtain additional funds to continue the development of its products and bring them to commercial markets. Management continues to assess fund raising opportunities to ensure minimal dilution to its existing shareholder base and to obtain the best price for its securities. Management is optimistic based upon its ability to raise funds in prior years, through private placement offerings (see description of private placement offerings in Notes 6 and 7), that it will be able to raise additional funds in the future. If the Company is unable to raise additional capital as may be needed to meet its projections for operating expenses, it could have a material adverse effect on liquidity or require the Company to cease or significantly delay some of its clinical trials. These financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash balances were highly liquid at December 31, 2014 and 2013. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates. | |||||||||||||||||
Concentration of Risks | |||||||||||||||||
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company primarily maintains its cash balances with financial institutions in federally insured accounts. The Company may from time to time have cash in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice. | |||||||||||||||||
At December 31, 2014 and 2013, the Company’s investments in trading securities are comprised of single investments in a publicly traded stock. As of December 31, 2014, the Company had sold all of the securities received as consideration in the 2013 Series B Offering resulting in a realized loss of $302,116. In addition, during 2014, the Company received shares of another publicly traded stock in exchange for the issuance of a note payable (see Notes 5 and 8). As of December 31, 2014, the Company has recorded an unrealized loss of $7,986 due to a decline in value of that stock. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FluoroPharma, Inc. Intercompany transactions and balances have been eliminated upon consolidation. | |||||||||||||||||
Investments | |||||||||||||||||
Investments that are purchased and held principally for the purpose of selling them in the near term are classified as “trading securities” and reflected on the balance sheet at fair value, with unrealized gains and losses included in earnings. All the Company’s investments are considered “trading securities” at December 31, 2014 and 2013. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The Company’s property and equipment at December 31, 2014 and 2013 consisted of computer and office equipment and machinery and equipment, and leasehold improvements with estimated useful lives of three to five years. Depreciation and amortization was $17,262 and $18,571 in the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
The Company’s intangible assets consist of technology licenses and are carried at the legal cost to obtain them. Intangible assets are amortized using the straight-line method over the estimated useful life. Useful lives on technology licenses are 5 to 15 years. | |||||||||||||||||
Impairments | |||||||||||||||||
The Company assesses the impairment of long-lived assets, including other intangible assets, whenever events or changes in circumstances indicate that their carrying value may not be recoverable in accordance with ASC Topic 360-10-35, “Impairment or Disposal of Long-Lived Assets.” The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. The Company records an impairment charge if it believes an investment has experienced a decline in value that is other than temporary. | |||||||||||||||||
Management has determined that no impairments were required as of December 31, 2014. As of December 31, 2013, management has recorded an impairment on equipment of $128,245, which is included in general and administrative expense in the consolidated statements of operations. The circumstances leading to impairment included reconsideration of the equipment's utilization in future operations of the Company as well as the current condition of the equipment. Fair value was estimated using quantitative and qualitative considerations including the expected use and disposition of the equipment. | |||||||||||||||||
Derivative financial instruments | |||||||||||||||||
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a binomial pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
The Company has derivative liabilities at December 31, 2014 relating to certain warrants that contain anti-dilution provisions. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company's financial instruments primarily consist of cash, trading securities, accounts payable, notes payable and derivative warrant liabilities. The fair value of these instruments is calculated using current market prices, or on a historical cost basis, which, due to the short maturity of these financial instruments, approximates the fair value at the reporting dates of these financial statements. | |||||||||||||||||
The Company groups its assets and liabilities measured at fair value, in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). | |||||||||||||||||
Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. | |||||||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||||||
Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |||||||||||||||||
Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |||||||||||||||||
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument. | |||||||||||||||||
The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below: | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Assets: | |||||||||||||||||
Trading securities | $ | 39,930 | $ | -- | $ | -- | $ | 39,930 | |||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | -- | $ | 1,354,319 | $ | 1,354,319 | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Assets: | |||||||||||||||||
Trading securities | $ | 634,826 | $ | -- | $ | -- | $ | 634,826 | |||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | -- | $ | 2,549,196 | $ | 2,549,196 | |||||||||
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
31-Dec-14 | 30-Dec-13 | ||||||||||||||||
Fair value at beginning of the year | $ | 2,549,196 | $ | - | |||||||||||||
Issuance of derivative warrant liability: | |||||||||||||||||
Warrants issued to investors in 2013 Series B Offering | - | 2,224,778 | |||||||||||||||
Placement agent warrants in 2013 Series B Offering | - | 23,608 | |||||||||||||||
Modification and reclassification of outstanding warrants | 114,923 | 84,109 | |||||||||||||||
2,664,119 | 2,332,495 | ||||||||||||||||
Change in fair value | -1,309,800 | 216,701 | |||||||||||||||
Fair value at end of the year | $ | 1,354,319 | $ | 2,549,196 | |||||||||||||
Of the 2014 modification and reclassification totaling $114,923, $81,802 was recorded as a modification expense and $33,121 was recorded as a reclassification from equity to derivative warrant liability. | |||||||||||||||||
At December 31, 2013, the Company measured at fair value on a nonrecurring basis certain equipment in accordance with ASC Topic 360-10-35. Fair value was determined to be $0 using certain Level 3 inputs and resulted in the Company recording a loss of $128,245. Fair value was estimated using quantitative and qualitative considerations including the expected use and disposition of the equipment. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of the existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||||||
The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes. Income tax positions must meet a more-likely-than-not threshold in order to be recognized in the financial statements. There were no recognized uncertain tax positions at December 31, 2014 and 2013. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. As new information becomes available, the assessment of the recognition threshold and the measurement of the associated tax benefit of uncertain tax positions may result in financial statement recognition or de-recognition. The Company had no accrual for interest or penalties on its balance sheets at December 31, 2014 or 2013, and has not recognized interest and/or penalties in the statement of operations for the years ended December 31, 2014 and 2013. Further, the Company currently has no open tax years, subject to audit prior to December 31, 2011. | |||||||||||||||||
Accounting for Share-Based Payments | |||||||||||||||||
The Company follows the provisions of ASC Topic 718, which establishes the accounting for transactions in which an entity exchanges equity securities for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company uses the Black-Scholes option pricing model in determining fair value. Accordingly, compensation cost has been recognized using the fair value method and expected term accrual requirements as prescribed, which resulted in stock-based compensation expense for the years ended December 31, 2014 and 2013 of $417,569 and $632,413, respectively. | |||||||||||||||||
The Company accounts for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.” The Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | |||||||||||||||||
To compute compensation expense, the Company estimated the fair value of each option award on the date of grant using the Black-Scholes-Merton option pricing model for employees, and calculated the fair value of each option award at the end of the period for non-employees. The Company based the expected volatility assumption on a volatility index of peer companies as the Company did not have sufficient historical market information to estimate the volatility of its own stock. The expected term of options granted represents the period of time that options are expected to be outstanding. The Company estimated the expected term of stock options by using the simplified method. The expected forfeiture rates are based on the historical employee forfeiture experiences. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company has not declared a dividend on its common stock since its inception and has no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. | |||||||||||||||||
The fair value of each share-based payment is estimated on the measurement date using the Black-Scholes model with the following assumptions: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 3.4 | % | 2.61 | % | |||||||||||||
Expected volatility | 60.13 | % | 61.67 | % | |||||||||||||
Dividend yield | none | none | |||||||||||||||
Expected term | 5.5 years | 6 years | |||||||||||||||
Net Loss per Common Share | |||||||||||||||||
The Company computes net loss per common share in accordance with ASC Topic 260. Net loss per share is based upon the weighted average number of outstanding common shares and the dilutive effect of common share equivalents, such as options and warrants to purchase common stock, and convertible notes, if applicable, that are outstanding each year. | |||||||||||||||||
Basic and diluted earnings per share were the same for all periods presented as including common stock equivalents in the calculation of diluted earnings per share would have been antidilutive. As of December 31, 2014, the Company had outstanding options exercisable for 4,644,428 shares of its common stock, warrants exercisable for 14,854,035 shares of its common stock, series A preferred stock (the “Series A Preferred Stock”) convertible into 1,576,132 shares of common stock, and series B preferred stock (the “Series B Preferred Stock”) convertible into 9,802,817 shares of common stock. At December 31, 2013, the Company had outstanding options exercisable for 4,536,928 shares of its common stock, and warrants exercisable for 14,616,535 shares of common stock, Series A Preferred Stock convertible into 3,901,325 shares of common stock, and Series B Preferred Stock convertible into 6,621,099 shares of common stock. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development costs are expensed as incurred. | |||||||||||||||||
Segment Reporting | |||||||||||||||||
The Company has determined that it operates in only one segment currently, which is biopharmaceutical research and development. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, requiring management to assess the reporting entity’s ability to continue as a going concern. The Company is required to comply with this new guidance for their first annual period ending after December 15, 2016, but early adoption is permitted. | |||||||||||||||||
Management does not expect any recently issued, but not yet effective, accounting standards to have a material effect on the accompanying financial statements. |
Other_Balance_Sheet_Informatio
Other Balance Sheet Information | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Balance Sheet Information | ||||||||
Other Balance Sheet Information | Components of selected captions in the accompanying balance sheets as of December 31, 2014 and 2013 consist of: | |||||||
December 31, | ||||||||
December 31, | 2013 | |||||||
2014 | ||||||||
Prepaid expenses and other: | ||||||||
Prepaid insurance | $ | 24,576 | $ | 10,679 | ||||
Deferred closing costs | 83,941 | - | ||||||
Other | 50,332 | 42,280 | ||||||
Prepaid expenses and other | $ | 158,849 | $ | 52,959 | ||||
Property and equipment: | ||||||||
Computers and office equipment | $ | 67,217 | $ | 60,653 | ||||
Machinery and equipment | 112,421 | 112,421 | ||||||
Leasehold improvements | - | 25,171 | ||||||
Less: accumulated depreciation and amortization | (167,911 | ) | (162,816 | ) | ||||
Property and equipment, net | $ | 11,727 | $ | 35,429 | ||||
Accrued expenses and other: | ||||||||
Professional fees | $ | 47,028 | $ | 51,646 | ||||
Accrued dividends Series B Preferred Stock | 588,588 | 122,876 | ||||||
Deferred salary | 63,542 | - | ||||||
Accrued interest on Notes Payable | 53,749 | - | ||||||
Research and development | 170,292 | 35,988 | ||||||
Other | 151,412 | 29,163 | ||||||
Accrued expenses | 1,074,611 | $ | ||||||
$ | 239,673 | |||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Intangible Assets | |||||||||
Intangible Assets | Intangible assets as of December 31, 2014 and 2013 consist of the following: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Technology license | $ | 413,398 | $ | 92,112 | |||||
Less: accumulated amortization | (55,858 | ) | (42,773 | ) | |||||
Intangibles, net | $ | 357,540 | $ | 49,339 | |||||
Amortization expense relating to intangible assets was $25,208 and $5,908 during the periods ended December 31, 2014 and 2013, respectively. | |||||||||
On June 26, 2014, the Company and The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”) entered into two license agreements, which replaced the single license agreement dated April 27, 2009. The Company paid to MGH an initial license fee of $175,000 for each license. | |||||||||
The assumptions and estimates used to determine future values and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy. Based on our assessment, we did not recognize any impairment as of December 31, 2014. | |||||||||
As of June 1, 2014, the Company has relinquished its Alzheimer’s license and accordingly has recorded a loss on disposal of $16,591 in the year ended December 31, 2014. | |||||||||
Future amortization will approximate $39,000 for each of the next five years. | |||||||||
See Note 15 for commitments and contingencies associated with the Company’s technology licenses. |
Trading_Securities
Trading Securities | 12 Months Ended |
Dec. 31, 2014 | |
Trading Securities [Abstract] | |
Trading Securities | On November 18, 2014, the Company received 36,300 shares of freely tradable equity securities with a fair value of $47,916 pursuant to the issuance and sale in a private placement of promissory notes (see Note 8). The Company’s investment in trading securities is comprised of a single publicly traded stock and as of December 31, 2014, the Company has recorded an unrealized loss related to that stock’s decline in value of $7,986. As at December 31, 2014, the Company has shares with a fair value of $39,930 in trading securities included in its consolidated balance sheet. |
On September 18, 2013, the Company received 1,230,769 shares of freely tradable equity securities with a fair value of $3,495,384 (based upon the closing price on the day prior to closing) in connection with the 2013 Series B Offering (see Note 6). During the year ended December 31, 2014, the Company has received cash proceeds of $568,852 from the sale of this investment, and has recorded realized losses of $302,116. As of December 31, 2014, the Company sold all of these securities. As of December 31, 2013, the Company has recorded an unrealized loss related to that stock’s decline in value of $236,143. In addition, during the year ended December 31, 2013, the Company has received cash proceeds of $1,806,050 and has recorded $818,365 in realized losses upon the sale of these securities. |
2013_Private_Placement_Series_
2013 Private Placement - Series B Offering | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
2013 Private Placement - Series B Offering | From September 18 through November 21, 2013, the Company conducted a private placement offering and raised aggregate gross proceeds of $4,155,080 upon the sale of 5,725,821 shares of Series B Preferred Stock (the “2013 Series B Offering”). For each share of Series B Preferred Stock purchased, the investors received 1.331 five-year warrants to purchase a share of the Company’s common stock at an exercise price of $0.83 per share. Gross proceeds included cash payments of $602,500, 1,230,769 shares of freely tradable equity securities with a fair value of $3,495,384 (based upon the closing price on the day prior to closing), satisfaction of $35,000 of deferred compensation, and payment of $22,196 of employees’ bonuses. Net cash proceeds amounted to $520,966 after deducting offering expenses. | ||||
In connection with the 2013 Series B Offering, $275,000 of the Company’s outstanding short-term notes payable were exchanged by the holders for 378,125 shares of Series B Preferred Stock (see Note 9). The short-term notes payable were exchanged at a 10% premium to their face value. As a result, the Company recognized a beneficial conversion feature of $27,500 as additional paid-in capital and non-cash interest expense upon the exchange of the notes payable for the shares. | |||||
Monarch and LifeTech Capital, a division of Aurora Capital, LLC (“LifeTech”), acted as the Company’s placement agents in connection with the 2013 Series B Offering. Monarch received a cash fee of $25,800 and five-year warrants to purchase 53,656 shares of common stock at an exercise price of $0.83 per share and LifeTech received a cash fee of $17,500 and five-year warrants to purchase 29,116 shares of common stock at an exercise price of $0.83 per share. On the grant date, the fair value of the placement agent warrants was $23,608 which was recorded as a stock issuance cost and derivative warrant liability. | |||||
Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC Topic 815-40”), the Company has determined that since the exercise price of the warrants may be reduced if the Company issues shares at a price below the then-current exercise price, the warrants issued in connection with the 2013 Series B Offering must be classified as derivative instruments. In accordance with ASC Topic 815-40, these warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant changes in fair value is being recorded in the Company’s consolidated statement of operations. | |||||
In order to account for the sale of Series B Preferred Stock and the issuance of the warrants, the Company allocated the total gross proceeds of $4,457,580, which included the dollar value of notes payable exchanged at a 10% premium, between the Series B Preferred Stock and the warrants. The warrants were allocated their full fair value as of the respective grant dates totaling $2,224,778 and the residual net proceeds of $2,232,802 were allocated to the Series B Preferred Stock. The conversion feature of the Series B Preferred Stock was determined to be beneficial, or “in the money”, at the issuance date due to a conversion rate that allows the investor to obtain the common stock at a below market price. The Company recorded a deemed dividend on the beneficial conversion feature of $1,368,272 equal to the intrinsic value resulting from the reduction in the effective conversion rate. This deemed dividend is included in the Statement of Operations in arriving at the Net Loss Applicable to Common Shareholders. | |||||
A summary of the accounting for the Series B Preferred Stock is as follows: | |||||
Proceeds from sale of Series B Preferred Stock: | |||||
Cash | $ | 602,500 | |||
Converted note payable | 275,000 | ||||
Beneficial conversion on note payable | 27,500 | ||||
Trading securities | 3,495,384 | ||||
Accrued expenses settled in Series B Preferred Stock | 57,196 | ||||
Total gross proceeds | 4,457,580 | ||||
Less: | |||||
Offering costs | (81,536 | ) | |||
Fair value of warrants issued to Series B Preferred Stock purchasers | (2,224,778 | ) | |||
Fair value of warrants issued to Placement Agents | (23,608 | ) | |||
Net proceeds from sale of Series B Preferred Stock | $ | 2,127,658 | |||
In connection with the closing of the 2013 Series B Offering, the Company entered into a registration rights agreement with the investors, in which the Company agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) to register for resale the shares underlying the Series B Preferred Stock and the warrant shares within 60 calendar days of the final closing of the 2013 Series B Offering, and to have the registration statement declared effective within 60 calendar days after the filing date or within 120 calendar days of the filing date in the event of a full review of the registration statement by the SEC. The registration rights agreement does not contain any provisions for liquidated damages. The registration statement was filed by the Company and declared effective on February 12, 2014 by the SEC. |
2013_Private_Placement_Comon_S
2013 Private Placement - Comon Stock | 12 Months Ended |
Dec. 31, 2014 | |
Private Placement - Comon Stock | |
2013 Private Placement - Common Stock | On December 31, 2013, the Company closed a private placement offering and raised aggregate gross proceeds of $642,500 upon the sale of 1,285,000 shares of common stock (the “2013 Common Stock Offering”). For each share of common stock purchased at a price per share of $0.50, the investors received a five-year warrant to purchase a share of common stock at an exercise price of $0.83. In January 2014, pursuant to the terms of the 2013 Common Stock Offering, the Company issued an additional 470,000 shares of common stock at a price per share of $0.50 and five-year warrants to purchase 470,000 shares of common stock at an exercise price of $0.83 per share for an aggregate purchase price of $235,000. |
Monarch Capital and Brookline acted as the Company’s placement agents in connection with the 2013 Common Stock Offering. Of the total offering costs, Monarch Capital received a cash fee of $55,400 and five-year warrants to purchase 138,500 shares of common stock at an exercise price of $0.83 per share. Brookline received a cash fee of $14,000 and five-year warrants to purchase 35,000 shares of common stock at an exercise price of $0.83 per share. The fair value of the placement agent warrants was approximately $51,100 and was recorded as both a debit and credit to additional paid-in capital as a stock issuance cost. | |
All warrants issued in the 2013 Common Stock Offering meet the requirements for classification as equity instruments. | |
As a result of the issuance of the shares in the 2013 Common Stock Offering, the conversion price of the Company’s outstanding shares of Series A Preferred Stock and Series B Preferred Stock was adjusted to $0.50 per share; provided, however, Platinum Montaur Life Sciences, LLC (“Platinum”) waived its right to (i) adjust the conversion price of the 4,523,076 shares of Series B Preferred Stock and accordingly, such conversion price remained $0.80 per share solely with respect to Platinum, and (ii) adjust the exercise price of 6,020,214 warrants held by it. In April 2014, the conversion price of the Series B Preferred Stock and exercise price of the warrants held by Platinum was adjusted to $0.53 (see Notes 9 and 10). | |
In connection with the 2013 Common Stock Offering, the Company also entered into a registration rights agreement with the investors, in which the Company agreed to file a registration statement with the SEC to register for resale the shares and the shares of common stock issuable upon exercise of the warrants within 30 calendar days of the final closing date, and to have the registration statement declared effective within 90 calendar days of the final closing date or within 150 calendar days of the final closing date in the event of a full review of the registration statement by the SEC. The registration statement was filed and declared effective by the SEC on February 12, 2014. |
Convertible_Notes_Payable_Shor
Convertible Notes Payable - Short Term | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Notes Payable - Short Term | |
Convertible Notes Payable - Short Term | In July, November and December 2014, the Company issued promissory notes (the “Notes”) pursuant to a Note Purchase Agreement entered into with certain accredited investors for an aggregate principal amount of approximately $1,998,500, $47,916 of which was received by the Company in marketable securities (see Note 5). The Notes mature one year from the date of issuance and bear interest at the rate of 8% per annum. All principal and accrued interest under the Notes will automatically convert into the Company’s next equity or equity-linked financings (a “Subsequent Financing”) in accordance with the following formula: (outstanding balance of the Notes as of the closing of the Subsequent Financing) x (1.15) / (the per security price of the securities sold in the Subsequent Financing). The investors shall be considered to be purchasers in the Subsequent Financing by way of their converted Notes. In addition, upon the closing of a Subsequent Financing, each of the investors shall be issued, in addition to any warrants issued in connection with a Subsequent Financing, an additional warrant to purchase a number of shares of common stock equal to fifty percent (50%) of the number of shares of common stock purchased by such investor in the Subsequent Financing assuming a per share purchase price of the securities to be issued in the Subsequent Financing. |
In connection with the issuance of the Notes, the Company incurred $128,329 in issuance costs. These costs are recorded as deferred issuance costs, included in prepaid and other current assets on the Company’s balance sheet and amortized to interest expense over the term of the Notes. For the year ended December 31, 2014, $44,388 of issuance costs has been amortized to expense. | |
In addition, in September 2014, the Company issued a promissory note to a shareholder in the principal amount of $150,000. Interest accrues on the note at a rate of 12% per annum, in the event this note is repaid upon maturity on December 31, 2014; otherwise interests accrues at a rate of 16% per annum. As of December 31, 2014, the Company has made principal repayments on this promissory note totaling $25,000. | |
Interest expense, including amortization of deferred costs, totaled $104,132 and $51,351 for the years ended December 31, 2014 and 2013, respectively. |
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
CAPITAL STOCK | SERIES A PREFERRED STOCK |
The Company is authorized to issue 100,000,000 shares of preferred stock, $0.001 par value, of which 3,500,000 shares have been designated Series A Preferred Stock. At December 31, 2014 and 2013, 949,477 and 2,350,196 shares of Series A Preferred Stock, respectively, were issued and outstanding. | |
The material terms of the Series A Preferred Stock, as specified in the Certificate of Designation for the Series A Preferred Stock, are as follows: | |
Conversion | |
Each share of Series A Preferred Stock may, at the holder’s option, convert into common stock. The conversion rate is equal to the sum of the stated value of the Series A Preferred Stock, which is $0.83 per share, plus all accrued and unpaid dividends, divided by the conversion price. As a result of the issuance of the Series B Preferred Stock pursuant to the 2013 Series B Offering, the conversion price of the Series A Preferred Stock was reduced from $0.83 to $0.50. During the year ended December 31, 2014, 1,493,976 shares of Series A Preferred Stock were converted into 2,480,000 shares of the Company’s common stock. In addition, the Company issued 34,339 shares of the Company’s common stock in satisfaction of $17,170 dividend accrued on the shares of Series A preferred Stock that were converted. No Series A Preferred Stock was converted during 2013. | |
Subject to the specified provisions, the Series A Preferred Stock will automatically convert into common stock at the conversion price on the mandatory conversion date, which is defined as the first date at least six (6) months after the issuance of the Series A Preferred Stock on which each of the following conditions shall have been satisfied: (i) the Company shall have consummated, a qualified financing for aggregate gross proceeds to the Company of $7,000,000, (ii) the volume weighted average trading price for the Company’s common stock for each day on thirty (30) consecutive trading days immediately preceding such date, must be above $1.50 and the trading volume over that period must exceed 1,500,000 shares, and (iii) as of such date, all shares of common stock issuable upon conversion of the Series A Preferred Stock are registered under the Securities Act of 1933, as amended (the “Act”) pursuant to an effective registration statement or are otherwise eligible for sale under Rule 144 under the Act. As of December 31, 2014, no mandatory conversion has taken place as all of the conditions required for such mandatory conversion have not occurred. | |
Dividends | |
(a) Cumulative Preferred Dividends. Each holder of the Series A Preferred Stock shall be entitled to receive cash dividends payable on the stated value of the Series A Preferred Stock at a rate of 10% per annum which shall be cumulative and accrue daily from the original issuance date; provided however, if either (i) the Company shall not have consummated a qualified financing with aggregate gross proceeds to the Company of $7,000,000 on or before June 30, 2012, or (ii) for any reason, any shares of common stock issuable upon conversion of the Series A Preferred Stock are not registered pursuant to an effective registration statement on or before June 30, 2012 or are not otherwise eligible for sale under Rule 144 of the Act, then, effective July 1, 2012, the rate of dividends on the Series A Preferred Stock shall increase to 12% per annum. Both of the above conditions have been met by the Company and accordingly, the rate of dividends on the Series A Preferred Stock remains at 10% per annum. | |
(b) Payment of Dividends. The Company shall be required to pay all accrued and unpaid dividends (whether or not declared) in respect of the Series A Preferred Stock semi-annually on each June 30 and December 31 of each calendar year. All such dividends shall be paid in cash; provided, that, at the option of the Company, the Company may pay any accrued and unpaid dividends on the Series A Preferred Stock in the form of additional shares of Series A Preferred Stock, with each share of Series A Preferred Stock being valued for this purpose at the stated value in effect on the date of payment. | |
For the year ended December 31, 2014, the Company accrued a preferred stock dividend of $94,573 and issued 93,257 shares of Series A Preferred Stock in payment of such dividend. In addition, during the year ended December 31, 2014, the Company issued 34,399 shares of common stock in payment of such dividend as related to the shares of Series A Preferred Stock converted into common stock. For the year ended December 31, 2013, the Company accrued a preferred stock dividend of $185,606 and issued 223,622 shares of Series A Preferred Stock in payment of such dividends. | |
Liquidation preference | |
In the event of liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series A Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefor, a preferential amount in cash, per share of Series A Preferred Stock, equal to (and not more than) the sum of the (x) stated value, plus (y) all accrued and unpaid dividends thereon. All preferential amounts to be paid to the holders of Series A Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company to the holders of the Company's common stock. If upon any such distribution the assets of the Company shall be insufficient to pay the holders of the outstanding shares of Series A Preferred Stock the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full. | |
Voting | |
The holders of the Series A Preferred Stock have the right to one vote for each share of common stock into which such Series A Preferred Stock could then convert. | |
SERIES B PREFERRED STOCK | |
The Company is authorized to issue 100,000,000 shares of preferred stock, $0.001 par value, of which 12,000,000 shares have been designated Series B Preferred Stock. At December 31, 2014 and 2013, 5,694,571 and 5,725,821 shares of Series B Preferred Stock were issued and outstanding, respectively. | |
The material terms of the Series B Preferred Stock, as specified in the Certificate of Designation for the Series B Preferred Stock, are as follows: | |
Ranking | |
The Series B Preferred Stock ranks junior to the Company’s Series A Preferred Stock and senior to the Company’s common stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Company. | |
Stated Value | |
Each share of Series B Preferred Stock will have a stated value of $0.80, subject to adjustment for stock splits, combinations and similar events. | |
Dividends | |
Cumulative dividends on the Series B Preferred Stock accrue at the rate of 10% of the stated value per annum, compounded annually, from and after the date of the initial issuance through the third anniversary of the issuance date; provided, however, that any holder of at least 4,500,000 shares of Series B Preferred Stock after the issuance date and prior to October 1, 2013 (a “Major Holder”) will be entitled to accrued dividends through the fourth anniversary of the issuance date (as applicable, the “Accrual Period”). Accrued dividends are payable upon the earliest to occur of (i) the third anniversary of the issuance date (or, with respect to the Major Holder, the fourth anniversary of the issuance date), (ii) mandatory conversion (as described below) and (iii) an automatic conversion upon a fundamental transaction (as such term is defined in the Certificate of Designation) or triggering event (as described below). Dividends are payable in Series B Preferred Stock valued at the stated value, or in cash upon the mutual agreement of the Company and the holder. | |
For the year ended December 31, 2014, the Company accrued a Series B Preferred Stock dividend of $466,966 which is included in accrued expenses in the Company’s consolidated balance sheet. The Company issued 2,507 shares of common stock in payment of such dividend as related to the 31,250 shares of Series B Preferred Stock converted to common stock during the year ended December 31, 2014. For year ended December 31, 2013, the Company accrued a Series B Preferred Stock dividend of $122,876. | |
Liquidation Preference | |
If the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, each holder of the Series B Preferred Stock will be entitled to receive out of the Company’s assets available for distribution to stockholders, after satisfaction of liabilities to creditors, if any, and payments due to holders of the Series A Preferred Stock but before any distribution of assets is made on the Company’s common stock or any of our other shares of stock ranking junior as to such a distribution to the Series B Preferred Stock, a liquidating distribution in the amount in the amount of the stated value of all such holder’s Series B Preferred Stock plus all accrued and unpaid dividends thereon. | |
Voluntary Conversion | |
Each share of Series B Preferred Stock is convertible at the holder’s option into the Company’s common stock in an amount equal to the stated value plus accrued and unpaid dividends thereon through the conversion date divided by the then applicable conversion price. The initial conversion price is $0.80 per share and is subject to customary adjustments for issuances of shares of common stock as a dividend or distribution on shares of the common stock, or mergers or reorganizations, as well as “full-ratchet” anti-dilution adjustments for future issuances of other Company securities. As a result of the issuance of common stock pursuant to the 2013 Common Stock Offering, the conversion price of the Series B Preferred Stock was reduced from $0.80 to $0.50, provided, however, Platinum waived its right to adjust the conversion price of the 4,523,076 shares of Series B Preferred Stock held by it and accordingly, such conversion price remains $0.80 per share solely with respect to Platinum until the issuance of common stock to consultants in April 2014 with a fair value of $0.53 per share. During the year ended December 31, 2014, 31,250 shares of Series B Preferred Stock were converted into 50,000 shares of the Company’s common stock. No Series B Preferred Stock was converted during 2013. | |
Holders also have the option to convert their Series B Preferred Stock upon the occurrence of a fundamental transaction or one of the following triggering events: Johan (Thijs) Spoor ceases to be the chief executive officer of the Company; or there is a change in three of the five current members of the Company’s board of directors, such conversion will be on the same terms as a mandatory conversion. | |
Mandatory Conversion | |
The Series B Preferred Stock is subject to mandatory conversion at such time as the volume weighted average price of the Company’s common stock is at least $1.20 (subject to adjustments for stock splits and similar events) provided, that, on the mandatory conversion date, (A) a registration statement providing for the resale of the shares underlying the Series B Preferred Stock is effective, or such shares may be offered for sale to the public without limitations pursuant to Rule 144, (B) trading in the common stock shall not have been suspended by the SEC or exchange or market on which the common stock is trading), (C) the daily volume of the common stock is at least 50,000 shares per day for the applicable ten (10) consecutive trading days, and (D) the Company is in material compliance with the terms and conditions of the transaction documents. In the event of mandatory conversion, each share of Series B Preferred Stock will convert into the number of shares of common stock equal to the stated value plus accrued and unpaid dividends for the Accrual Period divided by the conversion price. | |
Voting Rights | |
The holders of the Series B Preferred Stock will be entitled to vote upon all matters upon which holders of common stock have the right to vote, such votes to be counted together with all other shares of capital stock having general voting powers and not separately as a class. The holders of the Series B Preferred Stock will be entitled to the number of votes equal to the number of common stock into which the Series B Preferred Stock are then convertible. | |
In addition, as long as at least 25% of the Series B Preferred Stock remains outstanding, the Company will not, without the affirmative vote or consent of the holders of at least a majority of the outstanding Series B Preferred Stock, voting as a separate class, (i) amend, waive or repeal (including through a merger, consolidation or similar event) any provision of the Company’s articles of incorporation or by-laws in any manner that adversely affects the rights of the holders of the Series B Preferred Stock; (ii) alter or change adversely the preferences, rights, privileges, or restrictions of the Series B Preferred Stock; (iii) authorize or create any class or series of stock having rights, preferences or privileges in any respect senior to the Series B Preferred Stock; or (iv) reclassify, alter or amend any existing class or series of stock, if such reclassification, alteration or amendment would render such other class or series of stock as having rights, preferences or privileges in any respect senior to the Series B Preferred Stock. | |
COMMON STOCK | |
The Company has authorized 100,000,000 shares of its common stock, $0.001 par value, At December 31, 2014 and 2013, the Company had issued and outstanding 29,197,497 and 25,675,013, respectively, shares of its common stock. | |
During the year ended December 31, 2013, the Company issued 60,000 shares of common stock for services performed pursuant to a consulting agreement. The total fair value of these shares, $45,550, is included in operating expenses. In addition, on December 31, 2013, the Company issued 1,285,000 shares of common stock, valued at $0.50 per share, in connection with the 2013 Common Stock Offering. | |
In January 2014, the Company issued 470,000 shares of common stock, at $0.50 per share for net cash proceeds of $203,055, in connection with the 2013 Common Stock Offering (see Note 7). | |
In April 2014, the Company issued 304,888 shares of common stock for services performed pursuant to a consulting agreement. The total fair value of these shares, $178,160, is included in operating expenses. As a result of issuing these shares, the conversion price of the remaining Series B Preferred Stock, not previously adjusted to $0.50, (including Platinum) was reduced from $0.80 to $0.53. |
Stock_Purchase_Warrants
Stock Purchase Warrants | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Notes to Financial Statements | |||||||||||||||
Stock Purchase Warrants | Common Stock Warrants | ||||||||||||||
During the year ended December 31, 2014, the Company issued 470,000 common stock warrants to investors and 45,000 common stock warrants to the placement agents in connection with the additional closings related to the 2013 Common Stock Offering (see Note 7). | |||||||||||||||
In addition, during the year ended December 31, 2014, the Company exchanged 546,470 common stock warrants for an equal number of warrants with the same terms as the warrants issued in the 2013 Series B Offering. As a result of this exchange and because such new warrants are derivative instruments, the Company increased its derivative warrant liability by approximately $115,000, the fair value of the warrants on the date of the modification. In addition, in conjunction with the exchange, the Company recognized a one-time expense of approximately $82,000 representing the incremental fair value resulting from the modification, which is included in the accompanying statements of operations. | |||||||||||||||
During the year ended December 31, 2014, various warrant holders exercised their rights to purchase 180,750 shares of the Company’s common stock, with an average exercise price of $0.50 per share, pursuant to a cash exercise whereby the Company received cash proceeds of $90,375. | |||||||||||||||
During the year ended December 31, 2013, the Company issued 7,621,070 common stock warrants to investors and 82,772 common stock warrants to the placement agents in connection with the 2013 Series B Offering. These warrants are recorded as Derivative Warrant Liability. In addition, the Company issued 1,285,000 common stock warrants to investors and 128,500 common stock warrants to placement agents in connection with 2013 Common Stock Offering. | |||||||||||||||
As a result of the issuance of common stock pursuant to the 2013 Common Stock Offering, the exercise price of the warrants issued in connection with the 2013 Series B Offering was reduced from $0.83 to $0.50, provided, however, Platinum waived its right to adjust the exercise price of the 6,020,214 warrants held by it and accordingly, such exercise price remains $0.83 per share, as of December 31, 2013, solely with respect to Platinum. In April 2014, the Company issued common stock for services performed pursuant to a service agreement. The shares of common stock were issued at the market value of $0.53 per share. As a result of this issuance, the exercise price of the remaining warrants issued in connection with the Series B Offering, including the warrants issued to Platinum, was reduced to $0.53. | |||||||||||||||
The following is a summary of all common stock warrant activity during the year ended December 31, 2014: | |||||||||||||||
Number of Shares | Exercise | Weighted | |||||||||||||
Under Warrants | Price | Average Exercise Price | |||||||||||||
Per Share | |||||||||||||||
Warrants issued and exercisable at December 31, 2013 | 14,616,535 | $ | 0.50 - 1.33 | $ | 0.9 | ||||||||||
Warrants Issued/Exchanged | 1,061,470 | $ | 0.83 | $ | 0.83 | ||||||||||
Warrants Expired/Forfeited | (643,220 | ) | $ | 0.50 - 1.33 | $ | 0.87 | |||||||||
Warrants Exercised | (180,750 | ) | $ | 0.50 | $ | 0.50 | |||||||||
Warrants issued and exercisable at December 31, 2014 | 14,854,035 | $ | 0.50 - 1.33 | $ | 0.76 | ||||||||||
The following represents additional information related to common stock warrants outstanding and exercisable at December 31, 2014: | |||||||||||||||
Exercise Price | Number of Shares Under Warrants | Weighted Average Remaining Contract Life in Years | Weighted Average Exercise Price | ||||||||||||
$ | 0.5 | 2,109,724 | 3.76 | $ | 0.5 | ||||||||||
$ | 0.53 | 6,566,684 | 3.75 | $ | 0.53 | ||||||||||
Total warrants accounted for as derivative liability | 8,676,408 | 3.75 | $ | 0.52 | |||||||||||
$ | 0.83 | 2,379,046 | 3.41 | $ | 0.83 | ||||||||||
$ | 0.84 | 20,000 | 1.59 | $ | 0.84 | ||||||||||
$ | 0.85 | 281,912 | 2.56 | $ | 0.85 | ||||||||||
$ | 0.95 | 20,000 | 1.75 | $ | 0.95 | ||||||||||
$ | 1 | 165,417 | 4.35 | $ | 1 | ||||||||||
$ | 1.33 | 3,311,252 | 0.51 | $ | 1.33 | ||||||||||
Total warrants accounted for as equity | 6,177,627 | 1.83 | $ | 1.1 | |||||||||||
Total for all warrants outstanding | 14,854,035 | 2.95 | $ | 0.76 | |||||||||||
The Company used the Black-Scholes option price calculation to value the warrants granted in 2014 using the following assumptions: risk-free rate of 1.62%, volatility of 60.13%, actual term and exercise price of warrants granted. For warrants granted that are accounted for as a derivative liability, the Company used a Binomial Options Pricing model. The primary assumptions used to determine the grant date fair value of these warrants were: a risk free interest rate with the range from 1.59% - 3.40%, volatility of 60.13%, actual term and exercise price of the warrants granted. There were no material changes to the primary assumptions, as noted above, used to determine the fair value of the warrants as of December 31, 2014. | |||||||||||||||
The Company used the Black-Scholes option price calculation to value the warrants granted in 2013 using the following assumptions: risk-free rate of 1.75%, volatility of 61.67%, actual term and exercise price of warrants granted. For warrants granted that were accounted for as a derivative liability, the Company used a Binomial Options Pricing model. The primary assumptions used to determine the grant date fair value of these warrants were: a risk free interest rate of 1.4%, volatility of 61.67%, actual term and exercise price of the warrants granted. There were no material changes to the primary assumptions, as noted above, used to determine the fair value of the warrants as of December 31, 2013. |
Common_Stock_Options
Common Stock Options | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
COMMON STOCK OPTIONS | On February 11, 2011, the Company adopted its 2011 Equity Incentive Plan (the “Plan”) under which 6,475,750 shares of common stock were reserved for issuance under options or other equity interests as set forth in the Plan. Under the Plan, options are available for issuance to employees, officers, directors, consultants and advisors. The Plan provides that the board of directors will determine the exercise price and vesting terms of each option on the date of grant. Options granted under the Plan generally expire ten years from the date of grant. | ||||||||
Under the Plan, the Company has issued 161,250 shares of fully paid and non-assessable restricted common stock to a director of the Company. These shares of restricted stock are subject to the terms of the Plan and are unvested and outstanding as of December 31, 2014. The shares shall vest upon the earlier of (i) the occurrence of a Change of Control, as defined in the Plan, (ii) the successful completion of a Phase II clinical trial for any of the Company’s products, or (iii) the determination by the board of directors to provide for immediate vesting. The weighted average grant-date fair value is $1.07 per share. | |||||||||
The following is a summary of all common stock option activity for the year ended December 31, 2014: | |||||||||
Options Outstanding | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding at December 31, 2013 | 4,536,928 | $ | 0.68 | ||||||
Options granted | 220,000 | $ | 0.51 | ||||||
Options forfeited | -112,500 | $ | 0.5 | ||||||
Options exercised | - | $ | - | ||||||
Outstanding at December 31, 2014 | 4,644,428 | $ | 0.68 | ||||||
Options Exercisable | Weighted Average Exercise | ||||||||
Price per Share | |||||||||
Exercisable at December 31, 2013 | 2,786,928 | $ | 0.69 | ||||||
Exercisable at December 31, 2014 | 3,781,096 | $ | 0.68 | ||||||
The weighted average fair value of options granted during the year ended December 31, 2014 was $0.30. | |||||||||
The weighted average remaining contractual term for exercisable and outstanding options is 5.54 and 5.87 years, respectively. The aggregate intrinsic value of all of the Company’s exercisable and outstanding options is approximately $159,300 and $159,300, respectively. | |||||||||
As of December 31, 2014, there was approximately $167,110 of unrecognized compensation cost related to non-vested options. The unrecognized compensation expense is estimated to be recognized over a period of 0.67 years at December 31, 2014. | |||||||||
The Company used the Black-Scholes option pricing model to value all option grants (see Note 2, Summary of Significant Accounting Policies, “Accounting for Share Based Payments”). |
Retirement_Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2014 | |
Retirement Plan | |
Retirement Plan | In 2011, the Company adopted a defined contribution plan intended to qualify under Section 401(k) of the Internal Revenue Code covering all eligible employees of the Company. All employees are eligible to become participants of the plan upon reaching age 21 on the first day of the month following the hire date. Each employee may elect, voluntarily, to contribute a percentage of their compensation to the plan each year, subject to certain limitations. The Company reserves the right to make additional contributions to the plan. The Company has elected to make “safe harbor” contributions equal to 100% of the first 6% of participants’ elective deferrals. In the years ended December 31, 2014 and 2013, the Company recognized expense related to its contributions of $25,079 and $20,562, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes | |||||||||
Income Taxes | The Company is subject to taxation in the U.S. and the State of New Jersey. At December 31, 2014 and 2013, the Company had gross deferred tax assets calculated at an expected blended rate of 39.94% of approximately $9,669,000 and $7,662,000, respectively. As the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of approximately $9,669,000 and $7,662,000 has been established at December 31, 2014 and 2013, respectively. | ||||||||
The significant components of the Company’s net deferred tax assets (liabilities) at December 31, 2014 and 2013 are as follows: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Gross deferred tax assets: | |||||||||
Net operating loss carry-forwards | $ | 7,761,239 | $ | 5,906,889 | |||||
Stock based expenses | 1,133,147 | 1,052,509 | |||||||
Tax credit carry-forwards | 390,560 | 281,699 | |||||||
Capital loss carry-forwards & unrealized losses on investments | 350,547 | 421,170 | |||||||
Long lived Assets | 33,866 | - | |||||||
9,669,359 | 7,662,267 | ||||||||
Deferred tax asset valuation allowance | (9,669,359 | ) | (7,662,267 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate primarily due to the following: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Income taxes benefit (expense) at statutory rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | (5.94 | )% | (5.94 | )% | |||||
Permanent differences | |||||||||
Meals & entertainment | (0. 1 | % | (0.05 | )% | |||||
Share-based compensation & Warrant adjustments | 6.65 | )% | (4.53 | % | |||||
Change in valuation allowance | (34.61 | % | (23.48 | )% | |||||
0 | % | 0 | % | ||||||
At December 31, 2014, the Company has gross net operating loss carry-forwards for federal income tax purposes of approximately $21,200,000 which expire in the years 2023 through 2034. The Company has gross state net operating loss carryforwards of approximately $10,900,000 which expire in the years 2031 and 2034. The Company also has federal research and development carryforwards of approximately $391,000 which expire twenty years from the date of inception. The net increase in the valuation allowance in the years ended December 31, 2014 and 2013 was approximately $2,000,000 and $1,800,000, respectively. | |||||||||
The Company is subject to the net operating loss utilization provisions of Section 382 of the Internal Revenue Code. Due to the reverse merger/recapitalization, the Company is restricted in the future use of net operating loss and tax credit carry-forwards generated by the Company before the effective date of the merger. Other ownership changes may cause the net operating losses to further be limited. Both of the separate loss years’ net operating losses will be subject to possible limitations concerning changes of control and other limitations under the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. | |||||||||
Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2014, the Company had taken no uncertain tax positions that would require disclosure under ASC 740. | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
COMMITMENTS AND CONTINGENCIES | License Agreements | ||||
On June 26, 2014, the Company and The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”) entered into two license agreements (the “Agreements”), which Agreements replace the single license agreement between the Company and MGH dated April 27, 2009, as amended by letter dated June 21, 2011 and agreement dated October 31, 2011 (the “Original Agreement”). The Agreements provide exclusive licenses for the Company’s two lead product candidates, BFPET and CardioPET, two of the three cardiac imaging technologies covered by the Original Agreement. The Company and MGH are in discussions regarding the exclusive license to VasoPET, the third product candidate covered by the Original Agreement, the Company’s rights to which ceased upon the termination of the Original Agreement contemporaneously with the execution of the new Agreements. The Agreements were entered into primarily for the purpose of separating the Company’s rights and obligations with respect to its different product development programs. Each of the Agreements requires the Company to pay MGH an initial license fee of $175,000 and annual license maintenance fees of $125,000 each. The Agreements require the Company to meet certain obligations, including, but not limited to, meeting certain development milestones relating to clinical trials and filings with the United States Food and Drug Administration. MGH has the right to cancel or make non-exclusive certain licenses on certain patents should the Company fail to meet stipulated obligations and milestones. Additionally, upon commercialization, the Company is required to make specified milestone payments and royalties on commercial sales. The Company is amortizing the cost of these intangible assets over the remaining useful life of the Agreements of 10 years. | |||||
The Company is current with all stipulated obligations and milestones under the Agreements and the Agreements remain in full force and effect. The Company believes that it maintains a good relationship with MGH and will be able to obtain waivers or extension of its obligations under the Agreement, should the need arise. If MGH were to refuse to provide the Company with a waiver or extension of any of its obligations or were to cancel or make the license non-exclusive, this would have a material adverse impact on the Company as it may be unable to commercialize products without exclusivity and would lose its competitive edge for portions of the patent portfolio. | |||||
During 2014, the Company relinquished its Alzheimer’s license and accordingly recorded a loss on disposal of $16,591. | |||||
Clinical Research Services Agreement | |||||
On September 7, 2012, the Company entered into a Clinical Research Services Agreement (“CRS Agreement”) with SGS Life Science Services (“SGS”), a company with its registered offices in Belgium, for clinical research services relating to the Company’s CardioPET Phase II study to assess myocardial perfusion and fatty acid uptake in coronary artery disease (CAD) patients. The phase II trial will be an open label trial designed to assess the safety and diagnostic performance of CardioPET as compared to stress echocardiography, myocardial perfusion imaging and angiography as a gold standard of background disease. | |||||
In addition, the Company engaged FGK Representative Service GmbH to serve as the Company’s sponsor in compliance with the laws governing clinical trials conducted in the European Union. On February 28, 2013, the Company announced that the Phase II trial had begun and released the initial data and images from the trial. On February 6, 2014, the Company presented interim data from the trial at the SNMMI mid-winter meeting. On October 20, 2014, the Company presented additional interim data at the EANM meeting in Gothenburg, Sweden. In December 2014, the Company announced that the enrollment for a Phase II clinical trial of CardioPET was closed. The estimated remaining cost payable to SGS through the completion of the trial is approximately $680,000. | |||||
On May 23, 2014, the Company entered into a Master Services Agreement with PPD Development, LP, a clinical research organization engaged in the business of managing clinical research programs and providing clinical development and other related services, for the clinical research services relating to the Company’s BFPET Phase II study. The Phase II trial will be an open label trial designed to assess the safety and diagnostic performance of BFPET. Multiple trial sites are planned in various locations in the United States. In connection with this agreement, the Company has recorded $255,000 as of December 31, 2014 related to start-up costs. The trial is expected to commence in the first half of 2015. The estimated cost of this program is $1.7 million. | |||||
Executive Employment Contracts | |||||
The Company maintains employment contracts with key Company executives that provide for the continuation of salary and the grant of certain options to the executives if terminated for reasons other than cause, as defined within the agreements. One contract also provides for a $1 million bonus should the Company execute transactions as specified in the contract, including the sale of substantially all of the Company’s assets or stock, or merger transaction, any of which resulting in compensation to the Company’s stockholders aggregating in excess of $50 million for such transaction. | |||||
Operating Lease Commitment | |||||
In July 2011, the Company entered into a three-year lease for office space, which commenced May 1, 2012 and expires on April 30, 2015. On July 1, 2014, the Company increased its office space and amended this agreement. The amended annual minimum lease payments for this office space are $76,200 per year plus common area costs. In accordance with the amended agreement, the Company maintains a$9,525 security deposit. On February 24, 2015, the Company signed a three-year renewal of the lease which will expire on April 30, 2018. Subsequent to April 30, 2016, the Company will have the option to terminate the lease with 6 months prior notice. The future minimum lease payments remaining through April 30, 2018 are as follows: | |||||
Year ending December 31: | |||||
2015 | $ | 76,200 | |||
2016 | 76,200 | ||||
2017 | 76,200 | ||||
2018 | 25,400 | ||||
Total | $ | 254,000 | |||
Rent expense, net of sublease income, was $74,680 and $31,485 for the years ended December 31, 2014 and 2013, respectively. | |||||
Legal Contingencies | |||||
On July 16, 2013, Todd Nelson, as plaintiff, served Fluoropharma Medical, Inc. with process in the matter captioned, Todd Nelson v. Fluoropharma Medical, Inc.; and Does 1 through 10, No. 13 CV 01152 JAD CWH, which is pending before the United States District Court for the District of Nevada. In this action, the plaintiff alleged that he suffered damages attributable to the Company’s refusal to honor certain stock options after February 28, 2012. Plaintiff seeks at least $325,200 in damages, as well as punitive and exemplary damages, prejudgment interest, and costs. Discovery has closed and the Company is reviewing its options to dismiss Plaintiff’s claims without the necessity of a trial. Management believes that it has meritorious defenses in all such matters, and accordingly, no accrual has been recorded for these matters as of December 31, 2014. | |||||
The Company is not aware of any other material, active, pending or threatened proceeding, nor is the Company, or any subsidiary, involved as a plaintiff or defendant in any other material proceeding or pending litigation. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Subsequent Events | On March 25, 2015, the Company issued promissory notes for $200,000 with terms substantially similar to the Notes as described in Note 8. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary Of Significant Accounting Policies Policies | |||||||||||||||||
Cash and Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash balances were highly liquid at December 31, 2014 and 2013. | ||||||||||||||||
Use of Estimates | The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, and include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates. | ||||||||||||||||
Concentration of Risks | Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company primarily maintains its cash balances with financial institutions in federally insured accounts. The Company may from time to time have cash in banks in excess of FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice. | ||||||||||||||||
At December 31, 2014 and 2013, the Company’s investments in trading securities are comprised of single investments in a publicly traded stock. As of December 31, 2014, the Company had sold all of the securities received as consideration in the 2013 Series B Offering resulting in a realized loss of $302,116. In addition, during 2014, the Company received shares of another publicly traded stock in exchange for the issuance of a note payable (see Notes 5 and 8). As of December 31, 2014, the Company has recorded an unrealized loss of $7,986 due to a decline in value of that stock. | |||||||||||||||||
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FluoroPharma, Inc. Intercompany transactions and balances have been eliminated upon consolidation. | ||||||||||||||||
Investments | Investments that are purchased and held principally for the purpose of selling them in the near term are classified as “trading securities” and reflected on the balance sheet at fair value, with unrealized gains and losses included in earnings. All the Company’s investments are considered “trading securities” at December 31, 2014 and 2013. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. | ||||||||||||||||
Property and Equipment | Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The Company’s property and equipment at December 31, 2014 and 2013 consisted of computer and office equipment and machinery and equipment, and leasehold improvements with estimated useful lives of three to five years. Depreciation and amortization was $17,262 and $18,571 in the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||||
Intangible Assets | The Company’s intangible assets consist of technology licenses and are carried at the legal cost to obtain them. Intangible assets are amortized using the straight-line method over the estimated useful life. Useful lives on technology licenses are 5 to 15 years. | ||||||||||||||||
Impairments | The Company assesses the impairment of long-lived assets, including other intangible assets, whenever events or changes in circumstances indicate that their carrying value may not be recoverable in accordance with ASC Topic 360-10-35, “Impairment or Disposal of Long-Lived Assets.” The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. The Company records an impairment charge if it believes an investment has experienced a decline in value that is other than temporary. | ||||||||||||||||
Management has determined that no impairments were required as of December 31, 2014. As of December 31, 2013, management has recorded an impairment on equipment of $128,245, which is included in general and administrative expense in the consolidated statements of operations. The circumstances leading to impairment included reconsideration of the equipment's utilization in future operations of the Company as well as the current condition of the equipment. Fair value was estimated using quantitative and qualitative considerations including the expected use and disposition of the equipment. | |||||||||||||||||
Derivative Financial Instruments | The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a binomial pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | ||||||||||||||||
The Company has derivative liabilities at December 31, 2014 relating to certain warrants that contain anti-dilution provisions. | |||||||||||||||||
Fair Value of Financial Instruments | The Company's financial instruments primarily consist of cash, trading securities, accounts payable, notes payable and derivative warrant liabilities. The fair value of these instruments is calculated using current market prices, or on a historical cost basis, which, due to the short maturity of these financial instruments, approximates the fair value at the reporting dates of these financial statements. | ||||||||||||||||
The Company groups its assets and liabilities measured at fair value, in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). | |||||||||||||||||
Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. | |||||||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||||||
Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |||||||||||||||||
Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |||||||||||||||||
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument. | |||||||||||||||||
The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized below: | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Assets: | |||||||||||||||||
Trading securities | $ | 39,930 | $ | -- | $ | -- | $ | 39,930 | |||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | -- | $ | 1,354,319 | $ | 1,354,319 | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Assets: | |||||||||||||||||
Trading securities | $ | 634,826 | $ | -- | $ | -- | $ | 634,826 | |||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | -- | $ | 2,549,196 | $ | 2,549,196 | |||||||||
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
31-Dec-14 | 30-Dec-13 | ||||||||||||||||
Fair value at beginning of the year | $ | 2,549,196 | $ | - | |||||||||||||
Issuance of derivative warrant liability: | |||||||||||||||||
Warrants issued to investors in 2013 Series B Offering | - | 2,224,778 | |||||||||||||||
Placement agent warrants in 2013 Series B Offering | - | 23,608 | |||||||||||||||
Modification and reclassification of outstanding warrants | 114,923 | 84,109 | |||||||||||||||
2,664,119 | 2,332,495 | ||||||||||||||||
Change in fair value | -1,309,800 | 216,701 | |||||||||||||||
Fair value at end of the year | $ | 1,354,319 | $ | 2,549,196 | |||||||||||||
Of the 2014 modification and reclassification totaling $114,923, $81,802 was recorded as a modification expense and $33,121 was recorded as a reclassification from equity to derivative warrant liability. | |||||||||||||||||
At December 31, 2013, the Company measured at fair value on a nonrecurring basis certain equipment in accordance with ASC Topic 360-10-35. Fair value was determined to be $0 using certain Level 3 inputs and resulted in the Company recording a loss of $128,245. Fair value was estimated using quantitative and qualitative considerations including the expected use and disposition of the equipment. | |||||||||||||||||
Income Taxes | The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of the existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||||||||||||||||
The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes. Income tax positions must meet a more-likely-than-not threshold in order to be recognized in the financial statements. There were no recognized uncertain tax positions at December 31, 2014 and 2013. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. As new information becomes available, the assessment of the recognition threshold and the measurement of the associated tax benefit of uncertain tax positions may result in financial statement recognition or de-recognition. The Company had no accrual for interest or penalties on its balance sheets at December 31, 2014 or 2013, and has not recognized interest and/or penalties in the statement of operations for the years ended December 31, 2014 and 2013. Further, the Company currently has no open tax years, subject to audit prior to December 31, 2011. | |||||||||||||||||
Accounting for Share-Based Payments | The Company follows the provisions of ASC Topic 718, which establishes the accounting for transactions in which an entity exchanges equity securities for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company uses the Black-Scholes option pricing model in determining fair value. Accordingly, compensation cost has been recognized using the fair value method and expected term accrual requirements as prescribed, which resulted in stock-based compensation expense for the years ended December 31, 2014 and 2013 of $417,569 and $632,413, respectively. | ||||||||||||||||
The Company accounts for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.” The Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | |||||||||||||||||
To compute compensation expense, the Company estimated the fair value of each option award on the date of grant using the Black-Scholes-Merton option pricing model for employees, and calculated the fair value of each option award at the end of the period for non-employees. The Company based the expected volatility assumption on a volatility index of peer companies as the Company did not have sufficient historical market information to estimate the volatility of its own stock. The expected term of options granted represents the period of time that options are expected to be outstanding. The Company estimated the expected term of stock options by using the simplified method. The expected forfeiture rates are based on the historical employee forfeiture experiences. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company has not declared a dividend on its common stock since its inception and has no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. | |||||||||||||||||
The fair value of each share-based payment is estimated on the measurement date using the Black-Scholes model with the following assumptions: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 3.4 | % | 2.61 | % | |||||||||||||
Expected volatility | 60.13 | % | 61.67 | % | |||||||||||||
Dividend yield | none | none | |||||||||||||||
Expected term | 5.5 years | 6 years | |||||||||||||||
Net Loss per Common Share | The Company computes net loss per common share in accordance with ASC Topic 260. Net loss per share is based upon the weighted average number of outstanding common shares and the dilutive effect of common share equivalents, such as options and warrants to purchase common stock, and convertible notes, if applicable, that are outstanding each year. | ||||||||||||||||
Basic and diluted earnings per share were the same for all periods presented as including common stock equivalents in the calculation of diluted earnings per share would have been antidilutive. As of December 31, 2014, the Company had outstanding options exercisable for 4,644,428 shares of its common stock, warrants exercisable for 14,854,035 shares of its common stock, series A preferred stock (the “Series A Preferred Stock”) convertible into 1,576,132 shares of common stock, and series B preferred stock (the “Series B Preferred Stock”) convertible into 9,802,817 shares of common stock. At December 31, 2013, the Company had outstanding options exercisable for 4,536,928 shares of its common stock, and warrants exercisable for 14,616,535 shares of common stock, Series A Preferred Stock convertible into 3,901,325 shares of common stock, and Series B Preferred Stock convertible into 6,621,099 shares of common stock. | |||||||||||||||||
Research and Development Costs | Research and development costs are expensed as incurred. | ||||||||||||||||
Segment Reporting | The Company has determined that it operates in only one segment currently, which is biopharmaceutical research and development. | ||||||||||||||||
Recent Accounting Pronouncements | In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, requiring management to assess the reporting entity’s ability to continue as a going concern. The Company is required to comply with this new guidance for their first annual period ending after December 15, 2016, but early adoption is permitted. | ||||||||||||||||
Management does not expect any recently issued, but not yet effective, accounting standards to have a material effect on the accompanying financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary Of Significant Accounting Policies Tables | |||||||||||||||||
Fair value of financial instruments | Assets and liabilities measured at fair value on a recurring basis are summarized below: | ||||||||||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Assets: | |||||||||||||||||
Trading securities | $ | 39,930 | $ | -- | $ | -- | $ | 39,930 | |||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | -- | $ | 1,354,319 | $ | 1,354,319 | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Assets: | |||||||||||||||||
Trading securities | $ | 634,826 | $ | -- | $ | -- | $ | 634,826 | |||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | -- | $ | 2,549,196 | $ | 2,549,196 | |||||||||
Fair value of Level 3 financial instruments | Year Ended | Year Ended | |||||||||||||||
31-Dec-14 | 30-Dec-13 | ||||||||||||||||
Fair value at beginning of the year | $ | 2,549,196 | $ | - | |||||||||||||
Issuance of derivative warrant liability: | |||||||||||||||||
Warrants issued to investors in 2013 Series B Offering | - | 2,224,778 | |||||||||||||||
Placement agent warrants in 2013 Series B Offering | - | 23,608 | |||||||||||||||
Modification and reclassification of outstanding warrants | 114,923 | 84,109 | |||||||||||||||
2,664,119 | 2,332,495 | ||||||||||||||||
Change in fair value | -1,309,800 | 216,701 | |||||||||||||||
Fair value at end of the year | $ | 1,354,319 | $ | 2,549,196 | |||||||||||||
Accounting for Share-Based Payments | 2014 | 2013 | |||||||||||||||
Risk-free interest rate | 3.4 | % | 2.61 | % | |||||||||||||
Expected volatility | 60.13 | % | 61.67 | % | |||||||||||||
Dividend yield | none | none | |||||||||||||||
Expected term | 5.5 years | 6 years |
Other_Balance_Sheet_Informatio1
Other Balance Sheet Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Balance Sheet Information Tables | ||||||||
Components of selected captions in the accompanying balance sheets | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Prepaid expenses and other: | ||||||||
Prepaid insurance | $ | 24,576 | $ | 10,679 | ||||
Deferred closing costs | 83,941 | - | ||||||
Other | 50,332 | 42,280 | ||||||
Prepaid expenses and other | $ | 158,849 | $ | 52,959 | ||||
Property and equipment: | ||||||||
Computers and office equipment | $ | 67,217 | $ | 60,653 | ||||
Machinery and equipment | 112,421 | 112,421 | ||||||
Leasehold improvements | - | 25,171 | ||||||
Less: accumulated depreciation and amortization | (167,911 | ) | (162,816 | ) | ||||
Property and equipment, net | $ | 11,727 | $ | 35,429 | ||||
Accrued expenses and other: | ||||||||
Professional fees | $ | 47,028 | $ | 51,646 | ||||
Accrued dividends Series B Preferred Stock | 588,588 | 122,876 | ||||||
Deferred salary | 63,542 | - | ||||||
Accrued interest on Notes Payable | 53,749 | - | ||||||
Research and development | 170,292 | 35,988 | ||||||
Other | 151,412 | 29,163 | ||||||
Accrued expenses | ||||||||
$ | 1,074,611 | $ | 239,673 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Intangible Assets Tables | |||||||||
Intangible assets | 31-Dec-14 | 31-Dec-13 | |||||||
Technology license | $ | 413,398 | $ | 92,112 | |||||
Less: accumulated amortization | (55,858 | ) | (42,773 | ) | |||||
Intangibles, net | $ | 357,540 | $ | 49,339 |
2013_Private_Placement_Series_1
2013 Private Placement - Series B Offering (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Private Placement - Series B Offering Tables | |||||
Series B Preferred Stock, 2013 Private Placement | Proceeds from sale of Series B Preferred Stock: | ||||
Cash | $ | 602,500 | |||
Converted note payable | 275,000 | ||||
Beneficial conversion on note payable | 27,500 | ||||
Trading securities | 3,495,384 | ||||
Accrued expenses settled in Series B Preferred Stock | 57,196 | ||||
Total gross proceeds | 4,457,580 | ||||
Less: | |||||
Offering costs | (81,536 | ) | |||
Fair value of warrants issued to Series B Preferred Stock purchasers | (2,224,778 | ) | |||
Fair value of warrants issued to Placement Agents | (23,608 | ) | |||
Net proceeds from sale of Series B Preferred Stock | $ | 2,127,658 |
Stock_Purchase_Warrants_Tables
Stock Purchase Warrants (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Stock Purchase Warrants Tables | |||||||||||||||
Common stock warrant activity | Number of Shares | Exercise | Weighted Average Exercise Price | ||||||||||||
Under Warrants | Price | ||||||||||||||
Per Share | |||||||||||||||
Warrants issued and exercisable at December 31, 2013 | 14,616,535 | $ | 0.50 - 1.33 | $ | 0.9 | ||||||||||
Warrants Issued/Exchanged | 1,061,470 | $ | 0.83 | $ | 0.83 | ||||||||||
Warrants Expired/Forfeited | (643,220 | ) | $ | 0.50 - 1.33 | $ | 0.87 | |||||||||
Warrants Exercised | (180,750 | ) | $ | 0.50 | $ | 0.50 | |||||||||
Warrants issued and exercisable at December 31, 2014 | 14,854,035 | $ | 0.50 - 1.33 | $ | 0.76 | ||||||||||
Common stock warrants outstanding and exercisable | Exercise Price | Number of Shares Under Warrants | Weighted Average Remaining Contract Life in Years | Weighted Average Exercise Price | |||||||||||
$ | 0.5 | 2,109,724 | 3.76 | $ | 0.5 | ||||||||||
$ | 0.53 | 6,566,684 | 3.75 | $ | 0.53 | ||||||||||
Total warrants accounted for as derivative liability | 8,676,408 | 3.75 | $ | 0.52 | |||||||||||
$ | 0.83 | 2,379,046 | 3.41 | $ | 0.83 | ||||||||||
$ | 0.84 | 20,000 | 1.59 | $ | 0.84 | ||||||||||
$ | 0.85 | 281,912 | 2.56 | $ | 0.85 | ||||||||||
$ | 0.95 | 20,000 | 1.75 | $ | 0.95 | ||||||||||
$ | 1 | 165,417 | 4.35 | $ | 1 | ||||||||||
$ | 1.33 | 3,311,252 | 0.51 | $ | 1.33 | ||||||||||
Total warrants accounted for as equity | 6,177,627 | 1.83 | $ | 1.1 | |||||||||||
Total for all warrants outstanding | 14,854,035 | 2.95 | $ | 0.76 |
Common_Stock_Options_Tables
Common Stock Options (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Common Stock Options Tables | |||||||||
Common stock option activity | Options Outstanding | Weighted Average Exercise Price | |||||||
Outstanding at December 31, 2013 | 4,536,928 | $ | 0.68 | ||||||
Options granted | 220,000 | $ | 0.51 | ||||||
Options forfeited | -112,500 | $ | 0.5 | ||||||
Options exercised | - | $ | - | ||||||
Outstanding at December 31, 2014 | 4,644,428 | $ | 0.68 | ||||||
Common stock options outstanding and exercisable | Options Exercisable | Weighted Average Exercise Price per Share | |||||||
Exercisable at December 31, 2013 | 2,786,928 | $ | 0.69 | ||||||
Exercisable at December 31, 2014 | 3,781,096 | $ | 0.68 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Net deferred tax assets (liabilities) | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Gross deferred tax assets: | |||||||||
Net operating loss carry-forwards | $ | 7,761,239 | $ | 5,906,889 | |||||
Stock based expenses | 1,133,147 | 1,052,509 | |||||||
Tax credit carry-forwards | 390,560 | 281,699 | |||||||
Capital loss carry-forwards & unrealized losses on investments | 350,547 | 421,170 | |||||||
Long lived Assets | 33,866 | - | |||||||
9,669,359 | 7,662,267 | ||||||||
Deferred tax asset valuation allowance | (9,669,359 | ) | (7,662,267 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Reconciliation of federal statutory income tax rate to our effective income tax rate | 31-Dec-14 | 31-Dec-13 | |||||||
Income taxes benefit (expense) at statutory rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | (5.94 | )% | (5.94 | )% | |||||
Permanent differences | |||||||||
Meals & entertainment | (0. 1 | % | (0.05 | )% | |||||
Share-based compensation & Warrant adjustments | 6.65 | )% | (4.53 | % | |||||
Change in valuation allowance | (34.61 | % | (23.48 | )% | |||||
0 | % | 0 | % | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Tables | |||||
COMMITMENTS AND CONTINGENCIES | Year ending December 31: | ||||
2015 | $ | 76,200 | |||
2016 | 76,200 | ||||
2017 | 76,200 | ||||
2018 | 25,400 | ||||
Total | $ | 254,000 |
Recovered_Sheet1
Organization, Basis Of Presentation And Going Concern (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization Basis Of Presentation And Going Concern Details Narrative | ||
Cumulative losses attributable to stockholders | $28,866,683 | $24,174,622 |
Company raised net cash | $2,243,102 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Trading securities | $39,930 | $634,826 |
Derivative warrant liability | 1,354,319 | 2,549,196 |
Fair Value, Inputs, Level 1 [Member] | ||
Trading securities | 39,930 | 634,826 |
Derivative warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Trading securities | ||
Derivative warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Trading securities | ||
Derivative warrant liability | $1,354,319 | $2,549,196 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (Fair Value, Inputs, Level 3 [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value at beginning of period | $2,549,196 | |
Issuance of derivative warrant liability | ||
Warrants issued to investors in 2013 Series B Offering | 2,224,778 | |
Placement agent warrants in 2013 Series B Offering | 23,608 | |
Modification and reclassification of outstanding warrants | 114,923 | 84,109 |
Derivative warrant liability, Net | 2,664,119 | 2,332,495 |
Change in fair value | -1,309,800 | 216,701 |
Fair value at end of the year | $1,354,319 | $2,549,196 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2014 | |
Fair value of each share-based payment is estimated on the following assumptions | ||
Risk-free interest rate | 2.61% | 3.40% |
Expected volatility | 61.67% | 60.13% |
Dividend yield | ||
Expected term | 6 years | 5 years 6 months |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Net loss on sale of trading securities | ($302,116) | ($818,365) | |
Unrealized loss related to stock's decline | 7,986 | ||
Depreciation and amortization | 17,262 | 18,571 | |
Intangible assets, useful life | 15 years | ||
Impairment on equipment | 128,245 | ||
Modification of equity to derivative warrant liability | 114,923 | ||
Reclassification of equity to derivative warrant liability | 81,802 | ||
Modification expense | 33,121 | ||
fair value on a nonrecurring basis | 0 | ||
Recorded loss | 128,245 | ||
Employee stock-based compensation expense | $417,569 | $632,413 | |
Outstanding options exercisable | 4,644,428 | 4,536,928 | |
Common Stock | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding options exercisable | 4,644,428 | 14,616,535 | |
WarrantMember | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding options exercisable | 14,854,035 | 14,616,535 | |
Preferred Stock A [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding options exercisable | 1,576,132 | ||
Preferred B [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding options exercisable | 9,802,817 | ||
Preferred Stock -Series A | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding options exercisable | 3,901,325 | ||
Preferred Stock - Series B | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding options exercisable | 6,621,099 | ||
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful lives | Three to five years | ||
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful lives | Three to five years | ||
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful lives | Three to five years | ||
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful lives | Three to five years |
Other_Balance_Sheet_Informatio2
Other Balance Sheet Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Prepaid expenses and other: | ||
Prepaid insurance | $24,576 | $10,679 |
Deferred closing costs | 83,941 | |
Other | 50,332 | 42,280 |
Prepaid expenses and other | 158,849 | 52,959 |
Property and equipment: | ||
Computers and office equipment | 67,217 | 60,653 |
Machinery and equipment | 112,421 | 112,421 |
Leasehold improvements | 25,171 | |
Less: accumulated depreciation and amortization | -167,911 | -162,816 |
Property and equipment, net | 11,727 | 35,429 |
Accrued expenses and other: | ||
Professional fees | 47,028 | 51,646 |
Accrued dividends Series B Preferred Stock | 588,588 | 122,876 |
Deferred salary | 63,542 | |
Accrued interest on Notes Payable | 53,749 | |
Research and development | 170,292 | 35,988 |
Other | 151,412 | 29,163 |
Accrued expenses | $1,074,611 | $239,673 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Intangible Assets Details | ||
Technology license | $413,398 | $92,112 |
Less: accumulated amortization | -55,858 | -42,773 |
Intangibles, net | $357,540 | $49,339 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets Details Narrative | ||
Amortization Expenses | $25,208 | $5,908 |
Future amortization Year 1 | 39,000 | |
Future amortization Year 2 | 39,000 | |
Future amortization Year 3 | 39,000 | |
Future amortization Year 4 | 39,000 | |
Future amortization Year 5 | $39,000 |
Trading_Securities_Details_Nar
Trading Securities (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Trading Securities Details Narrative | ||
Unrealized loss related to stock's decline | $7,986 | |
Cash proceeds | 568,852 | |
Loss on sale of trading securities | 302,116 | 818,365 |
Trading securities fair value amount | 39,930 | |
Change in unrealized gain (loss) on trading securities | 228,156 | -236,143 |
Proceeds from sale of investments | 568,852 | 1,806,050 |
Net loss on sale of trading securities | ($302,116) | ($818,365) |
2013_Private_Placement_Series_2
2013 Private Placement - Series B Offering (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Private Placement - Series B Offering Details | |
Cash | $602,500 |
Converted note payable | 275,000 |
Beneficial conversion on note payable | 27,500 |
Trading securities | 3,495,384 |
Accrued expenses settled in Series B Preferred Stock | 57,196 |
Total gross proceeds | 4,457,580 |
Offering costs | -81,536 |
Fair value of warrants issued to Series B Preferred Stock purchasers | -2,224,778 |
Fair value of warrants issued to Placement Agents | -23,608 |
Net proceeds from sale of Series B Preferred Stock | $2,127,658 |
2013_Private_Placement_Series_3
2013 Private Placement - Series B Offering (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Gross proceeds | $4,155,080 |
Sale of shares of Series B Preferred stock | 5,725,821 |
Warrants issued to investors, per Preferred share | 1.331 |
Warrant price per share | $0.83 |
Cash payments | 602,500 |
Equity securities | 470,000 |
Fair value of equity securities | 3,495,384 |
Deferred compensation expense forgiven | 35,000 |
Employee bonus' payment | 22,196 |
Net proceeds | 520,966 |
Notes payable exchanged | 275,000 |
Stock issued in exchange for note forgiveness | 378,125 |
Beneficial conversion feature | 27,500 |
Cash fees | 25,800 |
Placement agent warrants | 53,656 |
Placement agent warrants, price per share | $0.83 |
Fair value of placement agent warrants | 23,608 |
Gross proceeds allocated | 4,457,580 |
Full fair value of warrants | 2,224,778 |
Dividend on beneficial conversion feature | $1,368,272 |
2013_Private_Placement_Comon_S1
2013 Private Placement - Comon Stock (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Sale of Common Stock offering | 45,000 |
Five year warrant exercise price per share | $0.83 |
The 2013 Offering [Member] | |
Gross proceeds | $642,500 |
Sale of Common Stock offering | 1,285,000 |
Common stock purchase price per share | $0.50 |
Cash fee paid to Monarch Capital | 55,400 |
Five year warrants issued to Monarch Capital | 138,500 |
Fair value of placement agents warrants | $38,400 |
Adjusted conversion price per share, Series A and Series B | $0.50 |
Adjusted conversion shares, Series B | 4,523,076 |
Conversion price per share in respect to Platinum | $0.80 |
Warrants held by Platinum | 6,020,214 |
Convertible_Notes_Payable_Shor1
Convertible Notes Payable - Short Term (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Notes Payable - Short Term Details Narrative | ||
Repayments | $25,000 | |
Deferred costs | 104,132 | 51,351 |
Amortized expense | $44,388 |
Capital_Stock_Details_Narrativ
Capital Stock (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock Series A, par value | $0.00 | $0.00 |
Preferred stock Series A,designated | 3,500,000 | 3,500,000 |
Preferred stock Series A, shares issued | 949,477 | 2,350,196 |
Preferred stock Series A, shares outstanding | 949,477 | 2,350,196 |
Shares of series A Preferred Stock converted, Shares | 1,493,976 | |
Conversion of Series A shares into shares of common stock | 2,480,000 | |
Series A Accrued preferred stock dividend | $94,573 | $185,606 |
Number of shares issued of Series A Preferred Stock in payment of such dividend | 93,257 | 223,622 |
Additional shares of common stock issued in terms of payment of such dividend | 34,399 | |
Preferred stock Series B, par value | $0.00 | $0.00 |
Preferred stock Series B, designated | 12,000,000 | 12,000,000 |
Preferred stock Series B, shares issued | 5,694,571 | 5,725,821 |
Preferred stock Series B, shares outstanding | 5,694,571 | 5,725,821 |
Series B Accrued preferred stock dividend | 466,966 | 122,876 |
Number of shares issued of Series B Preferred Stock in payment of such dividend | 2,507 | |
Number of Series B Preferred Stock converted to Common Stock | 31,250 | |
Conversion of Series B shares into shares of common stock | 50,000 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,197,497 | 25,675,013 |
Common stock, outstanding | 29,197,497 | 25,675,013 |
Common Stock issued for services performed pursuant to a consulting agreement | 60,000 | |
Fair Value of shares issued for services | 45,550 | |
Issuance of common stock in connection with common stock offering | $1,285,000 | |
issuance of common stock in connection with common stock offering, par value | $0.50 |
Stock_Purchase_Warrants_Detail
Stock Purchase Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Exercise Price Share Per Share | |
Warrants Issued/Exchanged | $0.83 |
Warrants Exercised | $0.50 |
WarrantMember | |
Number of Shares Under Warrants | |
Warrants issued and exercisable, Beginning Balance | 14,616,535 |
Warrants Issued/Exchanged | 1,061,470 |
Warrants Expired/Forfeited | -643,220 |
Warrants Exercised | -180,750 |
Warrants issued and exercisable, Ending Balance | 14,854,035 |
Weighted Average Exercise Price | |
Warrants issued and exercisable, Beginning Balance | $0.90 |
Warrants Issued/Exchanged | $0.83 |
Warrants Expired/Forfeited | $0.87 |
Warrants Exercised | $0.50 |
Warrants issued and exercisable, Ending Balance | $0.76 |
WarrantMember | Minimum [Member] | |
Exercise Price Share Per Share | |
Warrants issued and exercisable, Beginning Balance | $0.50 |
Warrants Expired/Forfeited | $0.50 |
Warrants issued and exercisable, Ending Balance | $0.50 |
WarrantMember | Maximum [Member] | |
Exercise Price Share Per Share | |
Warrants issued and exercisable, Beginning Balance | $1.33 |
Warrants Expired/Forfeited | $1.33 |
Warrants issued and exercisable, Ending Balance | $1.33 |
Stock_Purchase_Warrants_Detail1
Stock Purchase Warrants (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Purchase Warrants | ||
Number of Shares | 14,854,035 | |
Weighted Average Remaining Contract Life in Years | 2 years 11 months 12 days | |
Weighted Average Exercise Price | $0.68 | $0.68 |
Warrant 1 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 2,109,724 | |
Weighted Average Remaining Contract Life in Years | 3 years 9 months 4 days | |
Weighted Average Exercise Price | $0.50 | |
Exercise Price | $0.50 | |
Warrant 2 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 6,566,684 | |
Weighted Average Remaining Contract Life in Years | 3 years 9 months | |
Weighted Average Exercise Price | $0.53 | |
Exercise Price | $0.53 | |
Warrant 3 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 2,379,046 | |
Weighted Average Remaining Contract Life in Years | 3 years 4 months 28 days | |
Weighted Average Exercise Price | $0.83 | |
Exercise Price | $0.83 | |
Warrant 4 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 20,000 | |
Weighted Average Remaining Contract Life in Years | 1 year 7 months 2 days | |
Weighted Average Exercise Price | $0.84 | |
Exercise Price | $0.84 | |
Warrant 5 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 281,912 | |
Weighted Average Remaining Contract Life in Years | 2 years 6 months 22 days | |
Weighted Average Exercise Price | $0.85 | |
Exercise Price | $0.85 | |
Warrant 6 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 165,417 | |
Weighted Average Remaining Contract Life in Years | 1 year 9 months | |
Weighted Average Exercise Price | $0.95 | |
Exercise Price | $0.95 | |
Warrant 7 [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 3,311,252 | |
Weighted Average Remaining Contract Life in Years | 4 years 4 months 6 days | |
Weighted Average Exercise Price | $1 | |
Exercise Price | $1 | |
Warrant 8 [Member] | ||
Stock Purchase Warrants | ||
Weighted Average Remaining Contract Life in Years | 6 months 4 days | |
Weighted Average Exercise Price | $1.33 | |
Exercise Price | $1.33 | |
Derivative Warrant [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 8,676,408 | |
Weighted Average Remaining Contract Life in Years | 3 years 9 months | |
Weighted Average Exercise Price | $0.52 | |
Equity Warrant [Member] | ||
Stock Purchase Warrants | ||
Number of Shares | 6,177,627 | |
Weighted Average Remaining Contract Life in Years | 1 year 9 months 29 days | |
Weighted Average Exercise Price | $1.10 |
Stock_Purchase_Warrants_Detail2
Stock Purchase Warrants (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of common stock warrants issued to non-employees for services | 470,000 | |
Common stock warrants issued to investors in connection with Series B Offering | 45,000 | |
Exchange common stock warrants for an equal number of warrants | 546,470 | |
Number of shares warrant holders exercised their rights to purchase | 180,750 | |
Average exercise price of shares warrant holders exercised their rights to purchase | $0.50 | |
Exercise price of warrants issued in connection with 2013 Series B Offering, original | $0.83 | |
Derivative warrant liability | $115,000 | |
Incremental Fair value resulting from modification | $82,000 | |
The 2013 Offering [Member] | ||
Common stock warrants issued to investors in connection with Series B Offering | 1,285,000 | |
Exercise price of warrants issued in connection with 2013 Series B Offering, original | $0.83 | |
Exercise price of warrants issued in connection with 2013 Series B Offering, reduced | $0.50 | |
Warrants held by Platinum | 6,020,214 | |
WarrantMember | ||
Number of common stock warrants issued to non-employees for services | 180,750 | |
Common stock warrants issued to investors in connection with Series B Offering | 82,772 |
Common_Stock_Options_Details
Common Stock Options (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Summary of all common stock option activity | |
Outstanding shares, beginning of period | 4,536,928 |
Options granted, shares | 220,000 |
Options forfeited, shares | -11,250 |
Options exercised | |
Outstanding shares, end of period | 4,644,428 |
Exercisable shares, beginning of period | 2,786,928 |
Exercisable shares,end of period | 3,781,096 |
Outstanding weighted average exercise price, beginning | $0.68 |
Options granted, weighted average exercise price | $0.51 |
Options forfeited, weighted average exercise price | $0.50 |
Options exercised, weighted average exercise price | |
Outstanding weighted average exercise price, ending | $0.68 |
Exercisable, weighted average exercise price, Beginning of period | $0.69 |
Exercisable, weighted average exercise price, End of period | $0.68 |
Common_Stock_Options_Details_N
Common Stock Options (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Equity plan reserved shares | 6,475,750 |
Equity plan issued shares | 161,250 |
Options granted, weighted average exercise price | $0.51 |
Weighted average fair value of options granted | $0.30 |
Weighted average remaining contract life, exercisable options | 5 years 6 months 15 days |
Weighted average remaining contract life, outstanding options | 5 years 10 months 13 days |
Aggregate intrinsic value of options | $159,300 |
Aggregate intrinsic value of options exercisable | 159,300 |
Unrecognized compensation cost related to non-vested options | $167,110 |
Weighted average period of non vested options | 8 months 1 day |
Retirement_Plan_Details_Narrat
Retirement Plan (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Retirement Plan Details Narrative | ||
Recognized expense related to its contributions reserve | $25,079 | $20,562 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Gross deferred tax assets: | ||
Net operating loss carry-forwards | $7,761,239 | $5,906,889 |
Stock based expenses | 1,133,147 | 1,052,509 |
Tax credit carry-forwards | 390,560 | 281,699 |
Capital loss carry-forwards & unrealized losses on investments | 350,547 | 421,170 |
Long lived assets | 33,866 | |
Total Gross | 9,669,359 | 7,662,267 |
Gross deferred tax liabilities: | ||
Deferred tax asset valuation allowance | -9,669,359 | -7,662,267 |
Net deferred tax asset (liability) |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details 1 | ||
Income taxes benefit (expense) at statutory rate | 34.00% | 34.00% |
State income tax, net of federal benefit | -5.94% | -5.94% |
Meals & entertainment | -0.10% | -0.05% |
Share-based compensation Incentive Stock Options | 6.65% | -4.53% |
Change in valuation allowance | -34.61% | -23.48% |
Total | 0.00% | 0.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details Narrative | ||
Expected blended rate | 39.94% | 39.94% |
Gross deferred tax assets | $9,669,000 | $7,662,000 |
Valuation allowance | 9,669,000 | 7,662,000 |
Gross net operating loss carry-forwards for federal income tax purposes | 21,200,000 | |
Gross state net operating loss carryforwards | 10,900,000 | |
Federal research and development carryforwards | 282,000 | |
Net increase in the valuation allowance | $2,000,000 | $1,800,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
The future minimum lease payments | |
2015 | $76,200 |
2016 | 76,200 |
2017 | 76,200 |
2018 | 25,400 |
Total future miimum lease payments | $254,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and contingencies additional details | ||
Payment of license fees | $175,000 | |
Annual license maintenance fees | 125,000 | |
Amortization of the cost of these intangible assets over the remaining useful life of the agreements | 10 years | |
Recorded a loss on disposal | 16,591 | |
Start up costs | 255,000 | |
Estimated cost of this program | 1,700,000 | |
Bonus for key company executive if the Company execute transactions as specified in the contract | 1,000,000 | |
Compensation to the companybs stockholders | 50,000,000 | |
Annual minimum lease payments for this office space | 76,200 | |
Security deposit for lease | 9,525 | |
Rent expenses | 74,680 | 31,485 |
Plaintiff amount | $325,200 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Event [Member] | |
Issuance of promisory notes | $200,000 |