Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | FLUOROPHARMA MEDICAL, INC. | |
Entity Central Index Key | 1402785 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
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 Common Stock, Shares Outstanding | 29,427,778 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $85,964 | $252,145 |
Investment in trading securities | 39,930 | |
Prepaid expenses & other | 116,317 | 158,849 |
Total Current Assets | 202,281 | 450,924 |
Property and equipment, net | 8,657 | 11,727 |
Intangible assets, net | 347,792 | 357,540 |
Total Assets | 558,730 | 820,191 |
Current Liabilities: | ||
Convertible notes payable - short term (see Note 4) | 2,313,416 | 2,123,416 |
Accounts payable | 1,420,321 | 1,064,480 |
Derivative warrant liability | 986,312 | 1,354,319 |
Accrued expenses and other | 1,252,865 | 1,074,611 |
Total Current Liabilities | 5,972,914 | 5,616,826 |
Stockholders' Equity (Deficit): | ||
Common stock - Class A - $0.001 par value, 100,000,000 shares authorized, 29,234,928 and 29,197,497 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively. | 29,326 | 29,199 |
Additional paid-in capital | 24,133,593 | 24,034,203 |
Accumulated deficit | -29,583,674 | -28,866,683 |
Total Stockholders' Deficit | -5,414,184 | -4,796,635 |
Total Liabilities and Stockholders' Deficit | 558,730 | 820,191 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock Series A; $0.001 par value, 3,500,000 shares designated 874,176 and 949,477 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively (preference in liquidation of $743,677 at March 31, 2015); Series B; $0.001 par value, 12,000,000 shares designated 5,694,571 shares issued and outstanding at March 31, 2015 and December 31, 2014 (preference in liquidation of $5,267,810 at March 31, 2015) | 876 | 951 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock Series A; $0.001 par value, 3,500,000 shares designated 874,176 and 949,477 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively (preference in liquidation of $743,677 at March 31, 2015); Series B; $0.001 par value, 12,000,000 shares designated 5,694,571 shares issued and outstanding at March 31, 2015 and December 31, 2014 (preference in liquidation of $5,267,810 at March 31, 2015) | $5,695 | $5,695 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 |
Preferred stock,designated | 100,000,000 |
Common stock, par value | $0.00 |
Common stock, Authorized | 100,000,000 |
Common stock, shares issued | 29,234,928 |
Common stock, shares outstanding | 29,234,928 |
Series A Preferred Stock [Member] | |
Preferred stock, par value | $0.00 |
Preferred stock,designated | 3,500,000 |
Preferred stock, shares issued | 874,176 |
Preferred stock, shares outstanding | 874,176 |
Preference in liquidation | $743,677 |
Series B Preferred Stock [Member] | |
Preferred stock, par value | $0.00 |
Preferred stock,designated | 12,000,000 |
Preferred stock, shares issued | 5,694,571 |
Preferred stock, shares outstanding | 5,694,571 |
Preference in liquidation | $5,267,810 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Expenses: | ||
General and administrative | $678,636 | $894,848 |
Research and development | 182,405 | 324,587 |
Total Operating Expenses | 861,041 | 1,219,435 |
Loss from Operations | -861,041 | -1,219,435 |
Other Income (Expense): | ||
Interest income | 1,058 | |
Other Income | -11,946 | -183,598 |
Change in unrealized gain (loss) on trading securities | 7,986 | 141,739 |
Gain (loss) on revaluation of derivative warrant liability | 368,007 | -64,920 |
Interest and other expense | -77,102 | -1,366 |
Total Other Income (Expense), net | 286,945 | -107,087 |
Loss Before Provision for Income Taxes | -574,096 | -1,326,522 |
Provision for Income Taxes | ||
Net Loss | -574,096 | -1,326,522 |
Preferred Stock Dividend | -142,895 | -145,794 |
Net Loss Attributable to Common Stockholders | ($716,991) | ($1,472,316) |
Net loss per common share - Basic and Diluted | ($0.02) | ($0.05) |
Weighted Average Shares Used in per Share Calculation - Basic and Diluted | 29,224,959 | 27,282,095 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($574,096) | ($1,326,522) | |
Adjustments to reconcile net loss to net cash used by operating activities | |||
Depreciation and amortization | 12,818 | 6,155 | |
Amortization of issuance costs | 31,674 | ||
Share-based compensation related to employee stock options | 98,222 | 131,845 | |
Net loss on sale of trading securities | 11,946 | 183,598 | |
Change in unrealized gain (loss) on trading securities | -7,986 | -141,739 | |
(Gain) loss on revaluation of derivative warrant liabilitiy | -368,007 | 64,920 | |
(Increase) decrease in: | |||
Prepaid expenses & other | 12,798 | -17,571 | |
Increase (decrease) in: | |||
Accounts payable | 355,841 | 142,654 | |
Accrued expenses | 36,579 | -82,615 | |
Net Cash Used in Operating Activities | -390,211 | -1,039,275 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of investments, net | 35,970 | 416,554 | |
Cash paid for purchase of property and equipment | -5,321 | ||
Net Cash Provided by Investing Activities | 35,970 | 411,233 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of convertible notes payable - short term | 200,000 | ||
Notes payable issuance costs | -1,940 | ||
Repayment of notes payable | -10,000 | ||
Proceeds from sale of common stock, net | 203,055 | ||
Net Cash Provided by Financing Activities | 188,060 | 203,055 | |
Net Increase (Decrease) in Cash and Cash Equivalents | -166,181 | -424,987 | |
Cash and Cash Equivalents, Beginning of Period | 252,145 | 1,143,175 | 1,143,175 |
Cash and Cash Equivalents, End of Period | 85,964 | 718,188 | |
Supplemental Cash Flow Disclosures: | |||
Interest expense paid in cash | |||
Tax paid | 956 | ||
Supplemental Non-Cash Disclosure: | |||
Fair value of warrants modified in connection with Series B financing | -114,923 | ||
Fair value of warrants issued to Series B placement agents | -12,738 | ||
Series A Preferred Stock [Member] | |||
Supplemental Non-Cash Disclosure: | |||
Preferred Stock dividend | -18,111 | -34,155 | |
Series B Preferred Stock [Member] | |||
Supplemental Non-Cash Disclosure: | |||
Preferred Stock dividend | -123,564 | -111,638 | |
Conversion of Series A Preferred Stock dividend to common stock | -1,220 | ||
Conversion of Series A preferred shares to common stock | -75 | -1,373 | |
Conversion of preferred shares and accrued dividends to common stock | ($75) | ($1,373) |
ORGANIZATION_BASIS_OF_PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN | FluoroPharma Medical, Inc., a Nevada corporation (the “Company”), is a molecular imaging company headquartered in Montclair, N.J. The Company was founded as FluoroPharma Inc. 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. |
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FluoroPharma, Inc., a Delaware corporation. All intercompany transactions have been eliminated in consolidation. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements of FluoroPharma Medical, Inc. and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by U.S. GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2014 or for any other interim period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2014, as included in the Company's Form 10-K filed with the SEC on March 31, 2015. | |
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 $29,583,674 as of March 31, 2015. 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 three months ended March 31, 2015, the Company raised net cash proceeds of $198,060 through the issuance of notes payable. In addition, during the three months ended March 31, 2015, the Company received gross proceeds of $35,970 from the sale of freely tradable securities received pursuant to the issuance and sale in a private placement of promissory notes (see Note 4). 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, 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 | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. During the three months ended March 31, 2015, the Company sold all investments and received cash proceeds of $35,970. The Company recorded realized losses of $11,946 upon the sale. | |||||||||||||||||
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. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
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 at March 31, 2015 are summarized below: | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | - | $ | 986,312 | $ | 986,312 | |||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 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 | |||||||||
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||
Fair value at beginning of period | $ | 1,354,319 | $ | 2,549,196 | |||||||||||||
Issuance of derivative warrant liability | - | - | |||||||||||||||
Modification and reclassification of outstanding warrants | - | 114,923 | |||||||||||||||
Change in fair value | (368,007 | ) | (16,882 | ) | |||||||||||||
Fair value at end of period | $ | 986,312 | $ | 2,647,237 | |||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, 'Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 is intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This new guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. | |||||||||||||||||
In January 2015, FASB issued ASU 2015-01 “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. This ASU removes the concept of an extraordinary item. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. | |||||||||||||||||
OTHER_BALANCE_SHEET_INFORMATIO
OTHER BALANCE SHEET INFORMATION | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
OTHER BALANCE SHEET INFORMATION | Components of selected captions in the accompanying balance sheets as of March 31, 2015 and December 31, 2014 consist of: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Prepaid expenses and other: | |||||||||
Prepaid insurance | $ | 18,017 | $ | 24,576 | |||||
Deferred closing costs | 54,207 | 83,941 | |||||||
Other | 44,093 | 50,332 | |||||||
Prepaid expenses and other | $ | 116,317 | $ | 158,849 | |||||
Accrued expenses and other: | |||||||||
Professional fees | $ | 22,421 | $ | 47,028 | |||||
Accrued dividends Series A Preferred Stock | 18,111 | - | |||||||
Accrued dividends Series B Preferred Stock | 712,153 | 588,588 | |||||||
Deferred salary | 76,250 | 63,542 | |||||||
Accrued interest on Note Payable | 98,661 | 53,749 | |||||||
Research and development | 117,919 | 170,292 | |||||||
Other | 207,350 | 151,412 | |||||||
Accrued expenses and other | $ | 1,252,865 | $ | 1,074,611 | |||||
CONVERTIBLE_NOTES_PAYABLE_SHOR
CONVERTIBLE NOTES PAYABLE b SHORT TERM | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE b 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. 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 March 2015, the Company issued additional Notes for an aggregate principal amount of $200,000. | |
In connection with the issuance of the Notes, the Company incurred $130,269 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 three months ended March 31, 2015 and 2014, respectively, the Company has amortized $31,674 and $0 of issuance costs 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 interest accrues at a rate of 16% per annum. As of March 31, 2015, the Company has made principal repayments on this promissory note totaling $35,000. | |
Interest expense, including amortization of deferred issuance costs, totaled $77,102 and $1,366 for the three months ended March 31, 2015 and 2014, respectively. |
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2015 | |
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 per share, of which 3,500,000 shares have been designated Series A Preferred Stock. At March 31, 2015 and December 31, 2014, 874,176 and 949,477 shares of Series A Preferred Stock, respectively, were issued and outstanding. | |
During the three months ended March 31, 2015, 75,301 shares of Series A Preferred Stock were converted into 125,000 shares of the Company’s common stock. In addition, the Company issued 2,441 shares of the Company’s common stock in satisfaction of a $1,220 dividend accrued on the shares Series A Preferred Stock that were converted. | |
For the three months ended March 31, 2015 and 2014, the Company accrued a preferred stock dividend of $18,111 and $34,155, respectively. | |
SERIES B PREFERRED STOCK | |
The Company is authorized to issue 100,000,000 shares of preferred stock, $0.001 par value per share, of which 12,000,000 shares have been designated Series B Preferred Stock. At March 31, 2015 and December 31, 2014, 5,694,571 shares of Series B Preferred Stock were issued and outstanding. | |
For the three months ended March 31, 2015 and 2014, the Company accrued a Series B Preferred Stock dividend of $712,153 and $111,639, respectively. In addition, the Company issued 2,507 shares of common stock in payment of such dividends as related to the Series B Preferred Stock converted to common stock during the three months ended March 31, 2014. | |
During the three months ended March, 31, 2015 there were no voluntary conversions. | |
COMMON STOCK | |
The Company has authorized 100,000,000 shares of its common stock, $0.001 par value per share. At March 31, 2015 and December 31, 2014, the Company had issued and outstanding 29,324,938 and 29,197,497 shares of its common stock, respectively. | |
STOCK_PURCHASE_WARRANTS
STOCK PURCHASE WARRANTS | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Notes to Financial Statements | |||||||||||||||
STOCK PURCHASE WARRANTS | During the three months ended March 31, 2015, there were no stock purchase warrants issued. | ||||||||||||||
The following represents additional information related to common stock warrants outstanding and exercisable at March 31, 2015: | |||||||||||||||
Exercise Price | Number of Shares Under Warrants | Weighted Average Remaining Contract Life in Years | Weighted Average Exercise Price | ||||||||||||
$ | 0.5 | 2,109,724 | 3.51 | $ | 0.5 | ||||||||||
$ | 0.53 | 6,566,684 | 3.5 | $ | 0.53 | ||||||||||
Total warrants accounted for as derivative liability | 8,676,408 | 3.51 | $ | 0.52 | |||||||||||
$ | 0.83 | 2,379,046 | 3.17 | $ | 0.83 | ||||||||||
$ | 0.84 | 20,000 | 1.34 | $ | 0.84 | ||||||||||
$ | 0.85 | 281,912 | 2.32 | $ | 0.85 | ||||||||||
$ | 0.95 | 20,000 | 1.51 | $ | 0.95 | ||||||||||
$ | 1 | 165,417 | 3.88 | $ | 1 | ||||||||||
$ | 1.33 | 3,311,252 | 0.26 | $ | 1.33 | ||||||||||
Total warrants accounted for as equity | 6,177,627 | 1.57 | $ | 1.1 | |||||||||||
Total for all warrants outstanding | 14,854,035 | 2.7 | $ | 0.76 | |||||||||||
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 fair values of these warrants were: risk free interest rate of 1.37 %, volatility of 49.42%, and actual term and exercise price of the warrants granted. |
COMMON_STOCK_OPTIONS
COMMON STOCK OPTIONS | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 March 31, 2015. 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 three months ended March 31, 2015: | |||||||||
Options Outstanding | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding at December 31, 2014 | 4,644,428 | $ | 0.68 | ||||||
Options granted | 125,000 | $ | 0.53 | ||||||
Options forfeited | - | $ | - | ||||||
Options exercised | - | $ | - | ||||||
Outstanding at March 31, 2015 | 4,769,428 | $ | 0.67 | ||||||
Options Exercisable | Weighted Average Exercise | ||||||||
Price per Share | |||||||||
Exercisable at December 31, 2014 | 3,781,096 | $ | 0.68 | ||||||
Exercisable at March 31, 2015 | 3,977,762 | $ | 0.67 | ||||||
The weighted average fair value of options granted during the three months ended March 31, 2015 was $0.15. | |||||||||
At March 31, 2015, the weighted average remaining contractual term for exercisable and outstanding options is 5.68 and 5.74 years, respectively. At March 31, 2015, the aggregate intrinsic value of all of the Company’s exercisable and outstanding options is $152,400 and $152,400, respectively. | |||||||||
Employee stock-based compensation expense for the three months ended March 31, 2015 and 2014 is $98,222 and $131,845, respectively. | |||||||||
To compute compensation expense, the Company estimated the fair value of each option award on the date of grant using the Black-Scholes 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 as of March 31, 2015 and 2014, respectively: risk-free rate with a range from 1.82% - 1.94% and 3.31% - 3.40%, respectively, volatility of 49.42% and 60.13%, respectively, and expected term of 5 years and 5.5 years, respectively. There was no dividend yield included in the calculations. | |||||||||
As of March 31, 2015, there was $85,218 of unrecognized compensation cost related to non-vested options. The unrecognized compensation expense is estimated to be recognized over a period of 0.56 years at March 31, 2015. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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. | |||||
Clinical Research Services Agreements | |||||
On September 7, 2012, the Company entered into a Clinical Research Services 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 $260,000 as of March 31, 2015 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 a 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 | $ | 57,150 | |||
2016 | 76,200 | ||||
2017 | 76,200 | ||||
2018 | 25,400 | ||||
Total | $ | 234,950 | |||
Rent expense, net of sublease income, was $19,050 and $8,365 for the three months ended March 31, 2015 and 2014, respectively. | |||||
Legal Contingencies | |||||
In July 2013, an action was filed against the Company in the United States District Court for the District of Nevada. The action, Todd Nelson v. Fluoropharma Medical, Inc. and Does 1 through 10, No. 13 CV 01152 JAD CWH, alleges that the plaintiff suffered losses 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 on April 13, 2015, the Company filed a motion for summary judgment seeking to dismiss the entire action with prejudice. The parties are currently completing the briefing on the motion and after completion of same, the Company anticipates the Court scheduling oral argument. Management believes that it has meritorious defenses in all such matters, and accordingly, no accrual has been recorded for these matters as of March 31, 2015. | |||||
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. | |||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary Of Significant Accounting Policies Policies | |||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||
The accompanying unaudited condensed consolidated financial statements of FluoroPharma Medical, Inc. and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by U.S. GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2014 or for any other interim period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2014, as included in the Company's Form 10-K filed with the SEC on March 31, 2015. | |||||||||||||||||
Going Concern | 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 $29,583,674 as of March 31, 2015. 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 three months ended March 31, 2015, the Company raised net cash proceeds of $198,060 through the issuance of notes payable. In addition, during the three months ended March 31, 2015, the Company received gross proceeds of $35,970 from the sale of freely tradable securities received pursuant to the issuance and sale in a private placement of promissory notes (see Note 4). 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 (see Note 9). Management is optimistic based upon its ability to raise funds in prior years, through private placement offerings, 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. | |||||||||||||||||
Investments | 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. During the three months ended March 31, 2015, the Company sold all investments and received cash proceeds of $35,970. The Company recorded realized losses of $11,946 upon the sale. | |||||||||||||||||
Intangible Assets | 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. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||
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 at March 31, 2015 are summarized below: | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | - | $ | 986,312 | $ | 986,312 | |||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 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 | |||||||||
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||
Fair value at beginning of period | $ | 1,354,319 | $ | 2,549,196 | |||||||||||||
Issuance of derivative warrant liability | - | - | |||||||||||||||
Modification and reclassification of outstanding warrants | - | 114,923 | |||||||||||||||
Change in fair value | (368,007 | ) | (16,882 | ) | |||||||||||||
Fair value at end of period | $ | 986,312 | $ | 2,647,237 | |||||||||||||
Recently Issued Accounting Standards | Recently Issued Accounting Standards | ||||||||||||||||
In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, 'Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 is intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This new guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. | |||||||||||||||||
In January 2015, FASB issued ASU 2015-01 “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. This ASU removes the concept of an extraordinary item. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary Of Significant Accounting Policies Tables | |||||||||||||||||
Fair value of financial instruments | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
Current Liabilities: | |||||||||||||||||
Derivative warrant liability | $ | - | $ | - | $ | 986,312 | $ | 986,312 | |||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 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 | |||||||||
Fair value of Level 3 financial instruments | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||
Fair value at beginning of period | $ | 1,354,319 | $ | 2,549,196 | |||||||||||||
Issuance of derivative warrant liability | - | - | |||||||||||||||
Modification and reclassification of outstanding warrants | - | 114,923 | |||||||||||||||
Change in fair value | (368,007 | ) | (16,882 | ) | |||||||||||||
Fair value at end of period | $ | 986,312 | $ | 2,647,237 | |||||||||||||
OTHER_BALANCE_SHEET_INFORMATIO1
OTHER BALANCE SHEET INFORMATION (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Selected balance sheet captions | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Prepaid expenses and other: | |||||||||
Prepaid insurance | $ | 18,017 | $ | 24,576 | |||||
Deferred closing costs | 54,207 | 83,941 | |||||||
Other | 44,093 | 50,332 | |||||||
Prepaid expenses and other | $ | 116,317 | $ | 158,849 | |||||
Accrued expenses and other: | |||||||||
Professional fees | $ | 22,421 | $ | 47,028 | |||||
Accrued dividends Series A Preferred Stock | 18,111 | - | |||||||
Accrued dividends Series B Preferred Stock | 712,153 | 588,588 | |||||||
Deferred salary | 76,250 | 63,542 | |||||||
Accrued interest on Note Payable | 98,661 | 53,749 | |||||||
Research and development | 117,919 | 170,292 | |||||||
Other | 207,350 | 151,412 | |||||||
Accrued expenses and other | $ | 1,252,865 | $ | 1,074,611 |
STOCK_PURCHASE_WARRANTS_Tables
STOCK PURCHASE WARRANTS (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Stock Purchase Warrants Tables | |||||||||||||||
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 | 3.51 | $ | 0.5 | ||||||||||
$ | 0.53 | 6,566,684 | 3.5 | $ | 0.53 | ||||||||||
Total warrants accounted for as derivative liability | 8,676,408 | 3.51 | $ | 0.52 | |||||||||||
$ | 0.83 | 2,379,046 | 3.17 | $ | 0.83 | ||||||||||
$ | 0.84 | 20,000 | 1.34 | $ | 0.84 | ||||||||||
$ | 0.85 | 281,912 | 2.32 | $ | 0.85 | ||||||||||
$ | 0.95 | 20,000 | 1.51 | $ | 0.95 | ||||||||||
$ | 1 | 165,417 | 3.88 | $ | 1 | ||||||||||
$ | 1.33 | 3,311,252 | 0.26 | $ | 1.33 | ||||||||||
Total warrants accounted for as equity | 6,177,627 | 1.57 | $ | 1.1 | |||||||||||
Total for all warrants outstanding | 14,854,035 | 2.7 | $ | 0.76 |
COMMON_STOCK_OPTIONS_Tables
COMMON STOCK OPTIONS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Common Stock Options Tables | |||||||||
Common stock options outstanding and exercisable | |||||||||
Options Outstanding | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding at December 31, 2014 | 4,644,428 | $ | 0.68 | ||||||
Options granted | 125,000 | $ | 0.53 | ||||||
Options forfeited | - | $ | - | ||||||
Options exercised | - | $ | - | ||||||
Outstanding at March 31, 2015 | 4,769,428 | $ | 0.67 | ||||||
Options Exercisable | Weighted Average Exercise | ||||||||
Price per Share | |||||||||
Exercisable at December 31, 2014 | 3,781,096 | $ | 0.68 | ||||||
Exercisable at March 31, 2015 | 3,977,762 | $ | 0.67 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments And Contingencies Tables | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Year ending December 31: | |||||
2015 | $ | 57,150 | |||
2016 | 76,200 | ||||
2017 | 76,200 | ||||
2018 | 25,400 | ||||
Total | $ | 234,950 | |||
ORGANIZATION_BASIS_OF_PRESENTA1
ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) (USD $) | 3 Months Ended | 136 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | |||
Cumulative losses | ($716,991) | ($1,472,316) | ($29,583,674) |
Gross proceeds from sale of freely tradable securities | 198,060 | ||
Cash proceeds from sale of investments | 35,970 | ||
Proceeds from issuance of notes payable, the sale of common stock and the exercise of warrants | 2,243,102 | ||
Proceeds from sale of tradable securities | $568,852 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Trading securities | $39,930 | |
Derivative warrant liability | 986,312 | 1,354,319 |
Fair Value, Inputs, Level 1 [Member] | ||
Trading securities | 39,930 | |
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 | $986,312 | $1,354,319 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details1) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | |
Fair value at beginning of period | $2,549,196 | |
Issuance of derivative warrant liability | ||
Modification and reclassification of outstanding warrants | 114,923 | |
Change in fair value | -16,882 | |
Fair value at end of period | 2,647,237 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value at beginning of period | 1,354,319 | |
Issuance of derivative warrant liability | ||
Modification and reclassification of outstanding warrants | ||
Change in fair value | -368,007 | |
Fair value at end of period | $986,312 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Intangible assets, useful life | 15 years | |
Employee stock-based compensation expense | $98,222 | $131,845 |
Realized losses | 11,946 | |
Proceeds from sale of investments | $35,970 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful lives | 5 years |
OTHER_BALANCE_SHEET_INFORMATIO2
OTHER BALANCE SHEET INFORMATION (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Prepaid expenses and other: | ||
Prepaid insurance | $18,017 | $24,576 |
Deferred closing costs | 54,207 | 83,941 |
Other | 44,093 | 50,332 |
Prepaid expenses and other | 116,317 | 158,849 |
Accrued expenses and other: | ||
Professional fees | 22,421 | 47,028 |
Deferred salary | 76,250 | 63,542 |
Accrued interest on Note Payable | 98,661 | 53,749 |
Research and development | 117,919 | 170,292 |
Other | 207,350 | 151,412 |
Accrued expenses and other | 1,252,865 | 1,074,611 |
Series A Preferred Stock [Member] | ||
Accrued expenses and other: | ||
Accrued dividends | 18,111 | |
Series B Preferred Stock [Member] | ||
Accrued expenses and other: | ||
Accrued dividends | $712,153 | $588,588 |
CONVERTIBLE_NOTES_PAYABLE_SHOR1
CONVERTIBLE NOTES PAYABLE b SHORT TERM (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Marketable securities received | $11,946 | $183,598 |
Principal payments | 10,000 | |
Interest expense | 77,102 | 1,366 |
Accredited Investors [Member] | ||
Notes issued | 1,998,500 | |
Marketable securities received | 47,916 | |
Maturity term | 1 year | |
Note interest rate | 8.00% | |
Note issuance costs | 130,269 | |
Note issuance costs amortized to expense | 31,674 | 0 |
Accredited Investors 2 [Member] | ||
Notes issued | 200,000 | |
Stockholder [Member] | ||
Notes issued | 150,000 | |
Maturity term | 2 months | |
Note interest rate | 12.00% | |
Principal payments | $35,000 | |
Stockholder [Member] | NoteDefault [Member] | ||
Note interest rate | 16.00% |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Preferred stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $0.00 | ||
Common stock, Authorized | 100,000,000 | ||
Common stock, shares issued | 29,234,928 | 29,197,497 | |
Common stock, outstanding | 29,234,928 | 29,197,497 | |
Series A Preferred Stock [Member] | |||
Preferred stock, authorized | 3,500,000 | 3,500,000 | |
Preferred stock par value | $0.00 | ||
Preferred stock Issued | 874,176 | 949,744 | |
Preferred stock Outstanding | 874,176 | 949,744 | |
Preferred stock converted to common stock | 75,301 | ||
Issuance of common shares upon conversion of preferred | 125,000 | ||
Stock issued in satisfaction of dividend | 2,441 | ||
Payment of accrued dividend | $1,220 | ||
Preferred dividend accrued | 18,111 | 34,155 | |
Series B Preferred Stock [Member] | |||
Preferred stock, authorized | 12,000,000 | 12,000,000 | |
Preferred stock par value | $0.00 | ||
Preferred stock Issued | 5,694,571 | 5,694,571 | |
Preferred stock Outstanding | 5,694,571 | 5,694,571 | |
Stock issued in satisfaction of dividend | 2,507 | ||
Preferred dividend accrued | $712,153 | $11,639 |
STOCK_PURCHASE_WARRANTS_Detail
STOCK PURCHASE WARRANTS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Stock Purchase Warrants | ||
Equity Warrants | 6,177,627 | |
Number of Shares | 14,854,035 | |
Weighted Average Exercise Price | $0.67 | $0.68 |
Weighted Average Remaining Contract Life | 5 years 8 months 26 days | |
Warrant [Member] | Warrant 1 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $0.50 | |
Derivative Warrants | 2,109,724 | |
Weighted Average Exercise Price | $0.50 | |
Weighted Average Remaining Contract Life | 3 years 6 months 4 days | |
Warrant [Member] | Warrant 2 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $0.53 | |
Derivative Warrants | 6,566,684 | |
Weighted Average Exercise Price | $0.53 | |
Weighted Average Remaining Contract Life | 3 years 6 months 0 days | |
Warrant [Member] | Warrant 3 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $0.83 | |
Equity Warrants | 2,379,046 | |
Weighted Average Exercise Price | $0.83 | |
Weighted Average Remaining Contract Life | 1 year 4 months 2 days | |
Warrant [Member] | Warrant 4 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $0.84 | |
Equity Warrants | 20,000 | |
Weighted Average Exercise Price | $0.84 | |
Weighted Average Remaining Contract Life | 2 years 3 months 26 days | |
Warrant [Member] | Warrant 5 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $0.85 | |
Equity Warrants | 281,912 | |
Weighted Average Exercise Price | $0.85 | |
Weighted Average Remaining Contract Life | 1 year 6 months 4 days | |
Warrant [Member] | Warrant 6 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $0.95 | |
Equity Warrants | 20,000 | |
Weighted Average Exercise Price | $0.95 | |
Weighted Average Remaining Contract Life | 3 years 10 months 17 days | |
Warrant [Member] | Warrant 7 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $1 | |
Equity Warrants | 165,417 | |
Weighted Average Exercise Price | $1 | |
Weighted Average Remaining Contract Life | 0 years 3 months 4 days | |
Warrant [Member] | Warrant 8 [Member] | ||
Stock Purchase Warrants | ||
Exercise Price | $1.33 | |
Equity Warrants | 3,311,252 | |
Weighted Average Exercise Price | $1.33 | |
Weighted Average Remaining Contract Life | 1 year 6 months 26 days | |
Warrant [Member] | Derivative Liability Warrant Total [Member] | ||
Stock Purchase Warrants | ||
Weighted Average Remaining Contract Life | 3 years 6 months 4 days | |
Warrant [Member] | Equity Warrant Total [Member] | ||
Stock Purchase Warrants | ||
Weighted Average Remaining Contract Life | 2 years 8 months 12 days | |
Derivative Warrant [Member] | ||
Stock Purchase Warrants | ||
Derivative Warrants | 8,676,408 | |
Weighted Average Exercise Price | $0.52 | |
Weighted Average Remaining Contract Life | 3 years 2 months 1 day |
STOCK_PURCHASE_WARRANTS_Detail1
STOCK PURCHASE WARRANTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Purchase Warrants Details Narrative | |
Risk free rate | 1.37% |
Expected volatility rate | 49.42% |
Stock purchase warrants issued |
COMMON_STOCK_OPTIONS_Details
COMMON STOCK OPTIONS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Summary of all common stock option activity | |
Outstanding shares, beginning of period | 4,644,428 |
Options granted, shares | 125,000 |
Options forfeited, shares | |
Options exercised | |
Outstanding shares | 4,769,428 |
Exercisable shares, beginning of period | 3,781,096 |
Exercisable shares,end of period | 3,977,762 |
Outstanding weighted average exercise price, beginning | $0.68 |
Options granted, weighted average exercise price | $0.53 |
Options forfeited, weighted average exercise price | |
Options exercised, weighted average exercise price | |
Outstanding weighted average exercise price, ending | $0.67 |
Exercisable, weighted average exercise price, Beginning of period | $0.68 |
Exercisable, weighted average exercise price, End of period | $0.67 |
COMMON_STOCK_OPTIONS_Details_N
COMMON STOCK OPTIONS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Equity plan reserved shares | 6,475,750 | |
Equity plan issued shares | 161,250 | |
Options granted, weighted average exercise price | $0.53 | |
Weighted average fair value of options granted | $0.15 | |
Weighted average remaining contract life, exercisable options | 5 years 8 months 4 days | |
Weighted average remaining contract life, outstanding options | 5 years 8 months 26 days | |
Aggregate intrinsic value of options exercisable | $152,400 | |
Aggregate intrinsic value of options outstanding | 152,400 | |
Employee stock-based compensation expense | 98,222 | 131,845 |
Volatility rate | 49.42% | 30.13% |
Expected term | 5 years | 5 years 6 months |
Unrecognized compensation cost related to non-vested options | $85,218 | |
NonvestedAwards Total Compensation Cost Not Yet Recognized Period For Recognition | 6 months 22 days | |
Minimum [Member] | ||
Risk free rate | 1.82% | 3.31% |
Maximum [Member] | ||
Risk free rate | 1.94% | 3.40% |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Mar. 31, 2015 |
The future minimum lease payments, year ending December 31, | |
2015 | $57,150 |
2016 | 76,200 |
2017 | 76,200 |
2018 | 25,400 |
Total future minimum lease payments | $234,950 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Notes to Financial Statements | ||
Cost payable | $680,000 | |
Bonus for key company executive if the Company execute transactions as specified in the contract | 1,000,000 | |
Executive employment contract conditions | should the Company execute transactions as specified in the contract, including the sale of substantially all of the CompanyBs assets or stock or a merger transaction, any of which resulting in compensation to the CompanyBs stockholders aggregating in excess of $50 million for such transaction | |
Lease term for office space | 3 years | |
Annual minimum lease payments | 76,200 | |
Security deposit for lease | 9,525 | |
Annual license maintenance fee | 125,000 | |
Initial license fee | 175,000 | |
Rent expenses | 19,050 | 8,365 |
Plaintiff amount | 325,200 | |
Start-up costs | $260,000 |