Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Celsion CORP | ||
Trading Symbol | clsn | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 23,424,699 | ||
Entity Public Float | $ 47,468,416 | ||
Amendment Flag | false | ||
Entity Central Index Key | 749,647 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 9,265,144 | $ 12,686,881 |
Investment securities – available for sale, at fair value | 10,799,890 | 24,173,406 |
Accrued interest receivable on investment securities | 26,729 | 210,030 |
Advances and deposits on clinical programs | 89,186 | 200,821 |
Other current assets | 100,367 | 235,133 |
20,281,316 | 37,506,271 | |
Property and equipment (at cost, less accumulated depreciation and amortization of $2,058,483 and $1,633,517, respectively) | 854,872 | 1,170,497 |
Other assets: | ||
Goodwill | 1,976,101 | 1,976,101 |
Security deposit on letter of credit | 100,000 | 150,000 |
Deferred financing fees | 26,131 | 68,049 |
Other assets | 14,386 | 21,886 |
27,918,346 | 28,017,764 | |
Total assets | 49,054,534 | 66,694,532 |
Current liabilities: | ||
Accounts payable ─ trade | 2,830,227 | 3,480,225 |
Other accrued liabilities | 1,919,769 | 2,456,365 |
Notes payable - current portion | 4,099,847 | 3,654,231 |
Deferred revenue – current portion | 500,000 | 500,000 |
Total current liabilities | 9,349,843 | 10,090,821 |
Earn-Out milestone liability | 13,921,412 | 13,663,710 |
Common stock warrant liability | 0 | 275,008 |
Note payable – non-current portion | 2,350,018 | 6,053,065 |
Deferred revenue – non-current portion | 3,000,000 | 3,500,000 |
Other liabilities – non-current | 47,597 | 286,592 |
Total liabilities | 28,668,870 | 33,869,196 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized and no shares issued or outstanding at December 31, 2015 and 2014, respectively) | 0 | 0 |
Common stock - $0.01 par value (75,000,000 shares authorized; 23,395,211 and 20,097,603 shares issued at December 31, 2015 and 2014 and 23,319,287 and 19,984,203 shares outstanding at December 31, 2015 and 2014, respectively) | 233,952 | 200,976 |
Additional paid-in capital | 239,668,235 | 229,778,703 |
Accumulated other comprehensive loss | (3,858) | (16,032) |
Accumulated deficit | (218,130,360) | (195,073,702) |
21,767,969 | 34,889,945 | |
Treasury stock, at cost (75,924 and 113,400 shares at December 31, 2015 and 2014, respectively) | (1,382,305) | (2,064,609) |
Total stockholders’ equity | 20,385,664 | 32,825,336 |
Total liabilities and stockholders’ equity | 49,054,534 | 66,694,532 |
In Process Research and Development [Member] | ||
Other assets: | ||
In-process research and development | $ 25,801,728 | $ 25,801,728 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accumulated depreciation (in Dollars) | $ 2,058,483 | $ 1,633,517 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 23,395,211 | 20,097,603 |
Common stock, shares outstanding | 23,319,287 | 19,984,203 |
Treasury stock, shares | 75,924 | 113,400 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Licensing revenue | $ 500,000 | $ 500,000 | $ 500,000 |
Operating expenses: | |||
Research and development | 14,659,941 | 14,969,382 | 9,364,228 |
General and administrative | 6,686,852 | 8,860,549 | 6,547,257 |
Acquisition costs | 1,385,263 | ||
Total operating expenses | 21,346,793 | 25,215,194 | 15,911,485 |
Loss from operations | (20,846,793) | (24,715,194) | (15,411,485) |
Other income (expense): | |||
(Loss) gain from valuation of earn-out milestone liability | (257,702) | 213,949 | |
(Loss) gain from valuation of common stock warrant liability | (61,246) | 204,279 | 8,090,636 |
Investment income (loss), net | 63,588 | 77,194 | (12,744) |
Interest expense | (1,357,182) | (1,326,438) | (915,235) |
Other (expense) income | (1,749) | 51,937 | (2,530) |
Total other (expense) income | (1,614,291) | (779,079) | 7,160,127 |
Net loss | (22,461,084) | (25,494,273) | (8,251,358) |
Non-cash deemed dividend from beneficial conversion feature on convertible preferred stock | (4,601,410) | ||
Net loss attributable to common shareholders | $ (22,461,084) | $ (25,494,273) | $ (12,852,768) |
Net loss per common share – basic and diluted (in Dollars per share) | $ (1.03) | $ (1.38) | $ (0.95) |
Weighted average common shares outstanding – basic and diluted (in Shares) | 21,813,228 | 18,472,399 | 13,540,566 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net loss | $ (22,461,084) | $ (25,494,273) | $ (8,251,358) |
Changes in: | |||
Realized (gain) loss on investment securities recognized in investment income, net | (264) | 24,727 | 92,364 |
Unrealized gain (loss) on investment securities | 12,438 | 3,407 | (9,923) |
Other comprehensive income | 12,174 | 28,134 | 82,441 |
Comprehensive loss | $ (22,448,910) | $ (25,466,139) | $ (8,168,917) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (22,461,084) | $ (25,494,273) | $ (8,251,358) |
Non-cash items included in net loss: | |||
Depreciation and amortization | 424,966 | 369,327 | 339,229 |
Change in fair value of earn-out milestone liability | 257,702 | (213,949) | |
Change in fair value of common stock warrant liability | 61,246 | (204,279) | (8,090,636) |
Cash received for non-refundable research and development fee | 5,000,000 | ||
Deferred revenue | (500,000) | (500,000) | (500,000) |
Stock based compensation | 1,849,811 | 2,585,132 | 1,235,437 |
Shares issued out of treasury | 86,730 | 64,483 | 98,046 |
Amortization of deferred finance charges and debt discount associated with note payable | 438,717 | 437,994 | 336,387 |
Amortization of patent license fee | 7,500 | 7,500 | 7,500 |
Change in deferred rent liability | (29,810) | (24,375) | (18,940) |
(Gain) loss realized on sale of investment securities | (264) | 24,727 | 92,364 |
Net changes in: | |||
Interest receivable on investments | 183,301 | 2,018 | (146,123) |
Prepaid expenses and other current assets | 246,401 | 77,468 | (121,235) |
Deposits and other assets | 1,932 | (116,181) | |
Accounts payable | (859,183) | 1,764,563 | (887,332) |
Other accrued liabilities | (536,596) | (251,288) | 1,497,566 |
Net cash used in operating activities | (20,830,563) | (21,353,020) | (9,525,276) |
Cash flows from investing activities: | |||
Purchases of investment securities | (21,074,871) | (29,825,918) | (66,323,059) |
Proceeds from sale and maturity of investment securities | 34,460,825 | 42,812,300 | 37,194,375 |
Cash used in acquisition of EGEN, Inc., net of cash received | (2,820,649) | ||
Refund on security for letter of credit | 50,000 | 50,000 | 50,000 |
Purchases of property and equipment | (109,341) | (672,256) | (57,494) |
Net cash provided by (used in) by investing activities | 13,326,613 | 9,543,477 | (29,136,178) |
Cash flows from financing activities: | |||
Proceeds from sale of preferred stock, net of issuance costs | 13,616,432 | ||
Proceeds from sale of common stock equity, net of issuance costs | 7,736,443 | 13,788,811 | 15,622,955 |
Proceeds from exercise of common stock warrants | 0 | 0 | 261,944 |
Proceeds from exercise of common stock options | 0 | 0 | 184,047 |
Proceeds from note payable | 5,000,000 | 4,763,803 | |
Principal payments on note payable | (3,654,230) | (10,891) | (5,060,711) |
Net cash provided by financing activities | 4,082,213 | 18,777,920 | 29,388,470 |
(Decrease) increase in cash and cash equivalents | (3,421,737) | 6,968,377 | (9,272,984) |
Cash and cash equivalents at beginning of period | 12,686,881 | 5,718,504 | 14,991,488 |
Cash and cash equivalents at end of period | 9,265,144 | 12,686,881 | 5,718,504 |
Cash paid for: | |||
Interest | $ 918,465 | $ 892,600 | $ 637,183 |
Consolidated Statements of Chan
Consolidated Statements of Change in Stockholders' Equity - USD ($) | Common Stock Warrants (Member)Common Stock [Member] | Common Stock Warrants (Member)Additional Paid-in Capital [Member] | Common Stock Warrants (Member) | Preferred Stock [Member]Prefered Stock [Member] | Preferred Stock [Member] | Common Stock [Member]Direct and ATM [Member] | Common Stock [Member]Prefered Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Direct and ATM [Member] | Additional Paid-in Capital [Member]Series A Redeemable Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member]Hercules Warrant [Member] | Additional Paid-in Capital [Member]Prefered Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Direct and ATM [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Hercules Warrant [Member] | Total |
Balance at January 1 at Dec. 31, 2012 | $ 84,373 | $ 170,957,891 | $ (2,690,511) | $ (126,607) | $ (156,263,288) | $ 11,961,858 | ||||||||||||||
Balance at January 1 (in Shares) at Dec. 31, 2012 | 8,289,507 | 147,760 | ||||||||||||||||||
Balance at December 31 at Dec. 31, 2013 | $ 137,380 | 203,139,142 | $ (2,421,364) | (44,166) | (169,287,157) | $ 31,523,835 | ||||||||||||||
Balance at December 31 (in Shares) at Dec. 31, 2013 | 13,604,975 | 132,995 | 863,462 | |||||||||||||||||
Net loss | (8,251,358) | $ (8,251,358) | ||||||||||||||||||
Stock offering | $ 150 | $ 25,880 | $ 15,598,670 | 18,217,702 | $ 15,624,550 | 18,217,852 | ||||||||||||||
Stock offering (in Shares) | 15,001 | 2,588,032 | ||||||||||||||||||
Classification of warrants to/from common stock warrant liability, net | (3,809,730) | (3,809,730) | ||||||||||||||||||
Non-cash dividend on beneficial conversion feature associated with the preferred stock offering | (4,601,410) | $ (4,601,410) | ||||||||||||||||||
Conversion of stock | $ 180 | $ 261,764 | $ 261,944 | $ (150) | $ 26,828 | $ (26,678) | ||||||||||||||
Conversion of stock (in Shares) | 18,021 | (15,001) | 2,682,759 | 15,833 | ||||||||||||||||
Valuation of common stock warrants | $ 521,763 | $ 521,763 | ||||||||||||||||||
Unrealized gain on investments available for sale | 82,441 | $ 82,441 | ||||||||||||||||||
Stock-based compensation expense | 1,235,437 | 1,235,437 | ||||||||||||||||||
Issuance of restricted stock and option exercise | $ 129 | 183,918 | 184,047 | |||||||||||||||||
Issuance of restricted stock and option exercise (in Shares) | 12,872 | |||||||||||||||||||
Issuance of common stock out of treasury | $ 269,147 | (171,101) | 98,046 | |||||||||||||||||
Issuance of common stock out of treasury (in Shares) | 14,765 | (14,765) | ||||||||||||||||||
Fractional share payment | $ (10) | (1,595) | (1,605) | |||||||||||||||||
Fractional share payment (in Shares) | (981) | |||||||||||||||||||
Balance at December 31 at Dec. 31, 2014 | $ 200,976 | 229,778,703 | $ (2,064,609) | (16,032) | (195,073,702) | $ 32,825,336 | ||||||||||||||
Balance at December 31 (in Shares) at Dec. 31, 2014 | 19,984,203 | 113,400 | 1,751,773 | |||||||||||||||||
Net loss | (25,494,273) | $ (25,494,273) | ||||||||||||||||||
Stock offering | $ 36,036 | 13,752,775 | 13,788,811 | |||||||||||||||||
Stock offering (in Shares) | 3,603,604 | |||||||||||||||||||
Common stock issued in connection with the acquisition of EGEN, Inc. assets | $ 27,122 | 10,823,855 | 10,850,977 | |||||||||||||||||
Common stock issued in connection with the acquisition of EGEN, Inc. assets (in Shares) | 2,712,188 | |||||||||||||||||||
Valuation of common stock warrants | $ (521,763) | $ (521,763) | ||||||||||||||||||
Unrealized gain on investments available for sale | 28,134 | 28,134 | ||||||||||||||||||
Stock-based compensation expense | 2,513,042 | 2,513,042 | ||||||||||||||||||
Issuance of restricted stock | $ 438 | 71,652 | 72,090 | |||||||||||||||||
Issuance of restricted stock (in Shares) | 43,841 | |||||||||||||||||||
Issuance of common stock out of treasury | $ 356,755 | (292,272) | 64,483 | |||||||||||||||||
Issuance of common stock out of treasury (in Shares) | 19,595 | (19,595) | ||||||||||||||||||
Balance at December 31 at Dec. 31, 2015 | $ 233,952 | 239,668,235 | $ (1,382,305) | (3,858) | (218,130,360) | $ 20,385,664 | ||||||||||||||
Balance at December 31 (in Shares) at Dec. 31, 2015 | 23,319,287 | 75,924 | 2,221,340 | |||||||||||||||||
Net loss | (22,461,084) | $ (22,461,084) | ||||||||||||||||||
Stock offering | $ 32,836 | $ 7,703,607 | $ 7,736,443 | |||||||||||||||||
Stock offering (in Shares) | 3,283,608 | |||||||||||||||||||
Expiration of reset provision of the common stock warrants issued in connection with the November 2013 Hercules Loan | 336,254 | 336,254 | ||||||||||||||||||
Unrealized gain on investments available for sale | $ 12,174 | 12,174 | ||||||||||||||||||
Stock-based compensation expense | 1,828,896 | 1,828,896 | ||||||||||||||||||
Issuance of restricted stock | $ 140 | $ 20,775 | 20,915 | |||||||||||||||||
Issuance of restricted stock (in Shares) | 14,000 | |||||||||||||||||||
Issuance of common stock out of treasury | $ 682,304 | $ (595,574) | $ 86,730 | |||||||||||||||||
Issuance of common stock out of treasury (in Shares) | 37,476 | (37,476) |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Celsion Corporation, a Delaware corporation based in Lawrenceville, New Jersey, and its wholly owned subsidiary, CLSN Laboratories, Inc., also a Delaware corporation, referred to herein as “Celsion”, “we”, or “the Company,” as the context requires, is a fully-integrated oncology drug development company focused on developing a portfolio of innovative cancer treatments, including directed chemotherapies, immunotherapies and RNA- or DNA-based therapies. Our lead program is ThermoDox®, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in Phase III development for the treatment of primary liver cancer. Our pipeline also includes GEN-1, a DNA-based immunotherapy for the localized treatment of ovarian and brain cancers. We have three platform technologies for the development of treatments for those suffering with difficult-to-treat forms of cancer, novel nucleic acid-based immunotherapies and other anti-cancer DNA or RNA therapies, including TheraPlas™ and TheraSilence™. We are working to develop and commercialize more efficient, effective and targeted oncology therapies based on our technologies, with the goal to develop novel therapeutics that maximize efficacy while minimizing side-effects common to cancer treatments. Basis of Presentation The accompanying consolidated financial statements of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and include the accounts of the Company and CLSN Laboratories, Inc. All intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from these estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the financial statements other than those arising in the ordinary course of business. Revenue Recognition At the inception of each collaborative agreement that includes milestone payments, the Company evaluates whether each milestone is substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific and other risks that must be overcome to achieve the milestone, as well as the level of effort and investment required. Milestones that are not considered substantive and that do not meet the separation criteria are accounted for as license payments and recognized on a straight-line basis over the remaining period of performance. Payments received or reasonably assured after performance obligations are met completely are recognized as earned. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. Fair Value of Financial Instruments The carrying values of financial instruments approximate their respective fair values. Short Term Investments The Company classifies its investments in marketable securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (ASC) 320, Investments - Debt and Equity Securities Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $425,000, $369,000 and $339,000 for years ended December 31, 2015, 2014 and 2013, respectively. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. Goodwill and In-Process Research and Development During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 5, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. Patent Licenses The Company has purchased several licenses for rights to patented technologies. Patent license costs of $63,125 have been capitalized and are amortized on a straight-line basis over the estimated life of the related patent. As of December 31, 2015 and 2014, the total accumulated amortization expense is $49,375 and $41,500, respectively. The weighted-average amortization period for these assets is 10 years. Comprehensive Income (Loss) ASC 220, Comprehensive Income Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. Net Loss Per Common Share Basic and diluted net income/(loss) per common share was computed by dividing net income/(loss) for the year by the weighted average number of shares of Common Stock outstanding, both basic and diluted, during each period. The impact of Common Stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2015, 2014 and 2013, outstanding equity awards of 2,221,340, 1,751,773, and 863,462 shares, respectively, and warrants outstanding to purchase 5,894,675, 5,069,815, and 3,170,520 shares, respectively, were considered anti-dilutive and therefore were not included in the calculation of diluted shares. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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 recovered or settled. The effect on deferred tax asset 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. In accordance with ASC 740, Income Taxes, Stock-Based Compensation Compensation costs for all stock-based awards is measured at fair value on the date of the grant and recognized over the service period for awards expected to vest. Such value is recognized as expense over the service period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the current estimates, such amounts will be recorded as cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by Financial Accounting Standards Board (“FASB”) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers In April 2015, the FASB issued Accounting Standards Update No. 2015-03 Interest – Imputation of Interest (Subtopic 835-30). This guidance is to simplify the presentation of debt issuance costs by recognizing a debt liability in the balance sheet as a direct deduction from that debt liability consistent with the presentation of a debt discount. It will be effective for our first quarter of 2016 and early adoption is permitted. We do not believe the impact of adoption of this new accounting pronouncement on our financial statements will be significant. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income (other In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)”, which requires lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements. |
Note 2 - Financial Condition
Note 2 - Financial Condition | 12 Months Ended |
Dec. 31, 2015 | |
Financial Condition [Abstract] | |
Financial Condition [Text Block] | 2. FINANCIAL CONDITION Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s product candidates, and applications and submissions to the Food and Drug Administration. The Company believes these expenditures are essential for the commercialization of its technologies. As a result of these expenditures, as well as general and administrative expenses, the Company has an accumulated deficit of $218 million as of December 31, 2015. The Company expects its operating losses to continue for the foreseeable future as it continues its product development efforts, and when it undertakes marketing and sales activities. The Company’s ability to achieve profitability is dependent upon its ability to obtain governmental approvals, produce, and market and sell its new product candidates. There can be no assurance that the Company will be able to commercialize its technology successfully or that profitability will ever be achieved. The operating results of the Company have fluctuated significantly in the past. The Company expects that its operating results will fluctuate significantly in the future and will depend on a number of factors, many of which are outside the Company’s control. The Company will need substantial additional funding in order to complete the development, testing and commercialization of its oncology product candidates and we have made a significant commitment to heat-activated liposome research and development projects and it is our intention at least to maintain, and possibly increase, the pace and scope of these activities. The commitment to these new projects will require additional external funding, at least until the Company is able to generate sufficient cash flow from sale of one or more of its products to support its continued operations. If adequate funding is not available, the Company may be required to delay, scale back or terminate certain aspects of its operations or attempt to obtain funds through unfavorable arrangements with partners or others that may force it to relinquish rights to certain of its technologies, products or potential markets or that could impose onerous financial or other terms. Furthermore, if the Company cannot fund its ongoing development and other operating requirements, particularly those associated with its obligations to conduct clinical trials under its licensing agreements, it will be in breach of these licensing agreements and could therefore lose its license rights, which could have material adverse effects on its business. Management is continuing its efforts to obtain additional funds so that the Company can meet its obligations and sustain operations. |
Note 3 - Short-term Investments
Note 3 - Short-term Investments Available for Sale | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 3. SHORT TERM INVESTMENTS AVAILABLE FOR SALE Short term investments available for sale of $10,799,890 and $24,173,406 as of December 31, 2015 and 2014, respectively, consist of money market funds, commercial paper, corporate debt securities, and government agency debt securities. They are valued at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity in Accumulated Other Comprehensive Income. Securities available for sale are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: December 31, 201 5 December 31, 201 4 Cost Fair Value Cost Fair Value Short-term investments Certificate of deposit $ 4,800,000 $ 4,798,810 $ 5,000,000 $ 4,996,568 Bonds- corporate issuances 6,003,748 6,001,080 19,189,438 19,176,838 Total short-term investments $ 10,803,748 $ 10,799,890 $ 24,189,438 $ 24,173,406 December 31, 201 5 December 31, 201 4 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 10,803,748 $ 10,799,890 $ 16,881,490 $ 16,872,158 Between 3-12 months – – 7,307,948 7,301,248 Total $ 10,803,748 $ 10,799,890 $ 24,189,438 $ 24,173,406 Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: 201 5 201 4 201 3 Interest and dividends accrued and paid $ 186,322 $ 1,015,182 $ 748,947 Accretion of investment premium (122,998 ) (913,261 ) (669,344 ) Losses on investment maturity and sales, net 264 (24,727 ) (92,346 ) $ 63,588 $ 77,194 $ (12,744 ) The following table shows the Company’s investment securities gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2015 and 2014. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. December 31, 201 5 December 31, 201 4 Description of Securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Available for Sale (all unrealized holding gains and losses are less than 12 months at date of measurement) Short-term investments with unrealized gains $ 240,024 $ 24 $ – $ – Short-term investments with unrealized losses 10,559,866 (3,882 ) 24,173,406 (16,032 ) Total $ 10,799,890 $ (3,858 ) $ 24,173,406 $ (16,032 ) |
Note 4 - Fair Values of Financi
Note 4 - Fair Values of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. FAIR VALUES OF FINANCIAL INSTRUMENTS FASB Accounting Standards Codification (ASC) Section 820, Fair Value Measurements and Disclosures, Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other 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. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability. The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the balance sheet at their estimated fair values primarily due to their short-term nature. There were no transfers of assets of liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 during 2015 or 2014 except for the change in the fair market value of the warrant liability and the change in the earn-out milestone liability were included in earnings. Assets and liabilities measured at fair value are summarized below: Total Fair Value on the Balance Sheet Quoted Prices In Active Markets For Identical Assets /Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of December 31, 2015 Short-term investments available for sale $ 10,799,890 $ 10,799,890 ─ ─ Recurring items as of December 31, 2014 Short-term investments available for sale $ 24,173,406 $ 24,173,406 ─ ─ Non-recurring items as of December 31, 2014 In-process research and development (Note 5) $ 25,801,728 ─ ─ $ 25,801,728 Goodwill (Note 5) $ 1,976,101 ─ ─ $ 1,976,101 Liabilities: Recurring items as of December 31, 2015 Common stock warrant liability (Note 13) ─ ─ ─ ─ Earn-out milestone liability (Note 12) $ 13,921,412 ─ ─ $ 13,921,412 Recurring items as of December 31, 2014 Common stock warrant liability (Note 13) $ 275,008 ─ ─ $ 275,008 Earn-out milestone liability (Note 12) $ 13,663,710 $ 13,663,710 |
Note 5 - Acquisition of EGEN, I
Note 5 - Acquisition of EGEN, Inc. | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 5. ACQUISITION OF EGEN, INC. On June 20, 2014, Celsion completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama Corporation (EGEN) pursuant to an Asset Purchase Agreement (EGEN Purchase Agreement). CLSN Laboratories, Inc., a Delaware corporation and a wholly-owned subsidiary of Celsion (CLSN Laboratories), acquired all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date. The total aggregate purchase price for the acquisition is up to $44.4 million, which includes potential future payments of up to $30.4 million contingent upon achievement of certain milestones set forth in the EGEN Purchase Agreement (Earn-Out Payments). At the closing, Celsion paid approximately $3.0 million in cash after expense adjustment and issued 2,712,188 shares of its common stock to EGEN. The shares of Celsion’s common stock were issued in a private transaction exempt from registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(2) thereof. In addition, 670,070 shares of Celsion common stock are issuable to EGEN on or after August 2, 2016 pending satisfactory resolution of any post-closing adjustments of expenses and EGEN’s indemnification obligations under the EGEN Purchase Agreement (Holdback Shares). A Registration Statement (File No. 333-198786) was filed on September 16, 2014 and declared effective on September 30, 2014 for the resale of the shares of common stock issued and issuable to EGEN under the EGEN Purchase Agreement. The Earn-Out Payments of up to $30.4 million will become payable, in cash, shares of Celsion common stock or a combination thereof, at Celsion’s option, as follows: ● $12.4 million will become payable upon achieving certain specified development milestones relating to an ovarian cancer study of GEN-1 to be conducted by the Company or its subsidiary; ● $12.0 million will become payable upon achieving certain specified development milestones relating to a glioblastoma multiforme brain cancer study of GEN-1 to be conducted by the Company or its subsidiary; and ● Up to $6.0 million will become payable upon achieving certain specified milestones relating to the TheraSilence™ technology. On June 9, 2014, Celsion borrowed an additional $5 million pursuant to a certain Loan and Security Agreement dated as of November 25, 2013, by and between Celsion and Hercules Technology Growth Capital, Inc. (see Note 8). Celsion used the loan proceeds to pay the upfront cash payment at closing and certain transaction costs incurred by Celsion in connection with the acquisition. The EGEN Purchase Agreement contains customary representations and warranties regarding EGEN and Celsion, covenants regarding the conduct of EGEN’s business prior to the consummation of the acquisition, indemnification provisions, termination and other provisions customary for transactions of this nature. The acquisition of EGEN was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. The fair value of the consideration transferred for the acquisition is approximately $27.6 million determined as follows: Consideration Paid at Closing Cash, net of cash acquired $ 2,821,000 Celsion common stock (2,712,188 shares valued at $3.48 which was the last closing price of our common stock at the time of closing the transaction on June 20, 2014) 9,438,000 Future Consideration Holdback Shares (670,070 shares of Celsion common stock which were discounted by 38% to reflect the cost of the restriction) 1,441,000 Earn-Out Payments (at fair value*) 13,878,000 Total fair value of consideration $ 27,578,000 * The total aggregate purchase price for the EGEN Acquisition included potential future Earn-Out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 million in future Earn-Out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company's risk-adjusted assessment of each milestone and utilizing a discount rate based on the estimated time to achieve the milestone. These milestone payments will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statement. As of December 31, 2015 and 2014, the Company fair valued these milestones at $13.9 million and $13.7 million, respectively. During 2015, the Company recognized a non-cash charge of $257,702 as a result of the change in the fair value of these milestones from December 31, 2014 and recognized a non-cash benefit of $213,949 during 2014 as a result of the change in the fair value of these milestones from June 20, 2014. Under the acquisition method of accounting, the total purchase price is allocated to EGEN’s net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. There were no subsequent adjustments to provisional amounts in finalizing the purchase price allocation of acquisition of substantially all of the assets of Egen, Inc. on June 20, 2014. The following table summarizes the fair values of these assets acquired and liabilities assumed related to the acquisition. Property and equipment, net $ 35,000 In-process research and development 25,802,000 Goodwill 1,976,000 Total assets: 27,813,000 Accounts payable and accrued liabilities (235,000 ) Net assets acquired $ 27,578,000 The purchase price exceeded the estimated fair value of the net assets acquired by approximately $2.0 million which was recorded as goodwill. Transaction costs associated with the acquisition of assets from EGEN are included in Acquisition Costs in the Condensed Consolidated Statement of Operations and totaled $1,385,263 from the date of acquisition on June 20, 2014 through December 31, 2014. Goodwill represents the difference between the total purchase price for the net assets purchased from EGEN and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. Goodwill is reviewed for impairment at least annually as of our third quarter ended September 30 or sooner if we believe indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. We first assessed qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will conduct a two-step quantitative goodwill impairment test. As of September 30, 2015, after our assessment of the totality of the events that could impair Goodwill, it is the Company’s conclusion “it is not more likely than not” that the Goodwill is impaired. Therefore, the Company is not required to conduct a two-step quantitative goodwill impairment test. No events have occurred as of December 31, 2015 that would affect the Company’s conclusion as of the September 30, 2015 assessment date. Acquired In-Process Research and Development (IPR&D) Acquired IPR&D consists of EGEN's drug technology platforms: TheraPlas ™ ™ To calculate fair value of the IPR&D As of the closing of the acquisition, the IPR&D is considered indefinite lived intangible assets and will not be amortized. IPR&D is reviewed for impairment at least annually as of our third quarter ended September 30, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. When performing our impairment assessment, we have the option to first assess qualitative factors to determine whether it is necessary to recalculate the fair value of our acquired IPR&D. If we elect this option and believe, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of our acquired IPR&D is less than its carrying amount, we calculate the fair value using the same methodology as described above. If the carrying value of our acquired IPR&D exceeds its fair value, then the intangible asset is written-down to its fair value. Alternatively, we may elect to not first assess qualitative factors and immediately recalculate the fair value of our acquired IPR&D. As of September 30, 2015, after our assessment of the totality of the events that could impair IPR&D, it is the Company’s conclusion “it is not more likely than not” that the indefinite-lived intangible assets are impaired. Therefore, the Company is not required to calculate the fair value of the intangible assets and perform a quantitative impairment test. No events have occurred as of December 31, 2015 that would affect the Company’s conclusion as of its assessment date. Pro Forma Information The following unaudited pro forma information presents our condensed results of operations as if the acquisition of EGEN had occurred on January 1, 2013: Year E nded December 31, 2014 2013 Revenues $ 500,000 $ 627,628 Loss from operations (24,898,725 ) (18,247,339 ) Net loss applicable to common shareholders (25,662,572 ) (15,952,832 ) The above unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only. It is not necessarily indicative of what the results of operations actually would have been had the acquisition been completed on the date indicated. In addition, it does not purport to project the future operating results of the combined entity. The Company’s Statement of Operations included the operating expenses related to the operations of the acquired business for the period from the date of acquisition (June 20, 2014) through December 31, 2014 and for the year ended December 31, 2015. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY AND EQUIPMENT: Year E nded December 31, 2015 2014 Machinery and equipment (5-7 year life) $ 2,398,613 $ 2,298,516 Furniture and fixtures (3-5 year life) 244,923 235,679 Leasehold improvements (5-7 year life) 269,819 269,819 2,913,355 2,804,014 Less accumulated depreciation and amortization (2,058,483 ) (1,633,517 ) Total $ 854,872 $ 1,170,497 |
Note 7 - Other Accrued Liabilit
Note 7 - Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. OTHER ACCRUED LIABILITIES Other accrued liabilities at December 31, 2015 and 2014 include the following: Year E nded December 31, 2015 2014 Amounts due to Contract Research Organizations and other contractual agreements $ 571,615 $ 857,730 Accrued payroll and related benefits 947,078 961,440 Accrued professional fees 319,200 502,300 Accrued interest on notes payable 62,136 96,875 Other 19,740 38,020 Total $ 1,919,769 $ 2,456,365 |
Note 8 - Notes Payable
Note 8 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. NOTES PAYABLE Hercules Credit Agreement In November 2013, the Company entered into a loan agreement with Hercules Technology Growth Capital, Inc. (Hercules) which permits up to $20 million in capital to be distributed in multiple tranches (the Hercules Credit Agreement). The Company drew the first tranche of $5 million upon closing of the Hercules Credit Agreement in November 2013 and used approximately $4 million of the proceeds to repay the outstanding obligations under its loan agreement with Oxford Finance LLC and Horizon Technology Finance Corporation as discussed further below. On June 10, 2014, the Company closed the second $5 million tranche under the Hercules Credit Agreement. The proceeds were used to fund the $3.0 million upfront cash payment associated with Celsion's acquisition of EGEN, as well as the Company’s transaction costs associated with the EGEN acquisition. Upon the closing of this second tranche, the Company has drawn down a total of $10 million under the Hercules Credit Agreement. The obligations under the Hercules Credit Agreement are in the form of secured indebtedness bearing interest at a calculated prime-based variable rate (11.25% per annum since inception through December 17, 2015 and 11.50% since). Payments under the loan agreement were interest only for the first twelve months after loan closing, followed by a 30-month amortization period of principal and interest through the scheduled maturity date of June 1, 2017. In connection with the Hercules Credit Agreement, the Company incurred cash expenses of $122,378 which were recorded as deferred financing fees. These deferred financing fees are being amortized as interest expense using the effective interest method over the life of the loan. Also in connection with the Hercules Credit Facility, the Company paid loan origination fees of $230,000 which has been classified as debt discount. This amount is being amortized as interest expense using the effective interest method over the life of the loan. As a fee in connection with the Hercules Credit Agreement, the Company issued Hercules a warrant for a total of 97,493 shares of the Company’s common stock (the Hercules Warrant) at a per share exercise price of $3.59, exercisable for cash or by net exercise from November 25, 2013. Upon the closing of the second tranche on June 10, 2014, this warrant became exercisable for an additional 97,493 shares of the Company’s common stock. The Hercules Warrant will expire November 25, 2018. Hercules has certain rights to register the common stock underlying the Hercules Warrant pursuant to a Registration Rights Agreement with the Company dated November 25, 2013. The registration rights expire on the date when such stock may be sold under Rule 144 without restriction or upon the first year anniversary of the registration statement for such stock, whichever is earlier. The common stock issuable pursuant to the Hercules Warrant was filed pursuant to Rule 415 under the Securities Act of 1933 on the Prospectus for Registration Statement No. 333-193936 The Company valued the Hercules Warrant issued at the inception of the loan using the Black-Scholes option pricing model and recorded $521,763 in 2013 as deferred financing fees. In calculating the value of the warrants, the Company assumed a volatility rate of 102%, risk free interest rate of 1.37%, an expected life of 5 years, a stock price of $3.55 (closing price on date of the Hercules Warrant) and no expected forfeitures nor dividends. In the second quarter of 2014, the Company reassessed the classification of the warrants and concluded the original amount should be reclassified from deferred financing fees and equity. Therefore, other assets and additional paid in capital were both reduced by the $521,763. The Company then valued the warrant for the initial 97,493 shares of the Company’s common stock as of the inception of the loan and recorded $260,928 as a debt discount to be amortized as interest expense using the effective interest method over the life of the loan and recognized a warrant liability for this amount. In connection with the closing of the second $5 million tranche on June 9, 2014, the Company then valued the warrant for the additional 97,493 shares of the Company’s common stock which became available and exercisable as of the date and recorded $215,333 as a debt discount to be amortized as interest expense using the effective interest method over the life of the loan and recognized a warrant liability for this amount. In calculating the value of the warrant for the additional shares of the Company’s common stock on June 10, 2014, the Company assumed a volatility rate of 104%, risk free interest rate of 1.69%, an expected remaining life of 4.5 years, a stock price of $3.07 (closing price June 9, 2014) and no expected forfeitures nor dividends. In 2014, the warrant liability was fair valued at the end of each quarter and the resulting change in fair value will be recognized in net income. In the second quarter of 2015, the Company concluded the warrant provision which provided for the exercise price to be adjusted downward as described above had expired. Therefore, the Company valued the warrant at $336,254 immediately prior to this event and recorded non-cash charges to net income of $18,018 and $61,246 in the second quarter and year to date periods of 2015, respectively. The Company also reduced the liability to zero and increased equity by $336,254 at this time. Also in connection with each of the $5.0 million tranches, the Company will be required to pay an end of term charge equal to 3.5% of each original loan amount at time of maturity. Therefore, these amounts totaling $350,000 are being amortized as interest expense using the effective interest method over the life of the loan. For the year ended December 31, 2015, the Company incurred $918,465 in interest expense and amortized $438,717 as interest expense for deferred fees, debt discount and end of term charges in connection with the Hercules Credit Agreement. For the year ended December 31, 2014, the Company incurred $892,188 in interest expense and amortized $433,839 as interest expense for deferred fees, debt discount and end of term charges in connection with the Hercules Credit Agreement. The Hercules Credit Agreement contains customary covenants, including covenants that limit or restrict the Company’s ability to grant liens, incur indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets. Upon the occurrence of an event of default under the Hercules Credit Agreement, the lenders may cease making loans, terminate the Hercules Credit Agreement, declare all amounts outstanding to be immediately due and payable and foreclose on or liquidate the Company’s assets that comprise the lenders’ collateral. The Hercules Credit Agreement specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, a material adverse effect on the Company or its assets, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. The Company has maintained compliance with these covenants. Following is a schedule of future principle payments before debt discount due on the Hercules Credit Agreement: For the year ending December 31, 2016 $ 4,099,847 2017 2,245,923 2018 and thereafter – Total $ 6,345,770 Oxford & Horizon Credit Agreement In June 2012, the Company entered into a Loan and Security Agreement (the Oxford & Horizon Credit Agreement) with Oxford Finance LLC (Oxford) and Horizon Technology Finance Corporation (Horizon). The Oxford & Horizon Credit Agreement provided for a secured term loan of up to $10 million, with 50% of any loans to be funded by Oxford and 50% to be funded by Horizon. The aggregate loan amount could have been advanced in two tranches of $5 million each. The first tranche (the Term A Loan) was made available to the Company on June 27, 2012 and the second tranche was to be made available, if at all, during the period beginning on the date that the Company achieved positive data in its Phase III clinical trial of RFA and ThermoDox® (the HEAT Study) and ending on March 31, 2013. On January 31, 2013, the Company announced it did not meet the primary endpoint of the HEAT Study. The Term A Loan was originally scheduled to mature on October 15, 2015. As a result of the Hercules Credit Agreement discussed above, the Company terminated the Oxford & Horizon Credit Agreement and repaid the outstanding principle, accrued interest and termination fees totaling approximately $4.1 million. The proceeds of the Oxford & Horizon Credit Agreement were used to fund the Company’s working capital and general corporate purposes. The obligations under the Oxford & Horizon Credit Agreement were secured by substantially all assets of the Company other than its intellectual property and certain other agreed-upon exclusions. As a fee in connection with the Oxford & Horizon Credit Agreement, the Company issued warrants to Horizon and Oxford (the Oxford & Horizon Warrants) to purchase the number of shares of the Company’s common stock equal to 3% of each loan amount divided by the exercise price of $13.14 per share, which was calculated as the average NASDAQ closing price of the Company’s common stock for the three days prior to the funding of the loan amount. This resulted in 11,415 warrant shares issued in connection with the Term A Loan. The Oxford & Horizon Warrants issued in connection with the Term A Loan are exercisable for cash or by net exercise and will expire seven years after their issuance, which is June 27, 2019. The Company valued the Oxford & Horizon Warrants using the Black-Scholes option pricing model and recorded $73,654 as deferred financing fees. In calculating the value of the warrants, the Company assumed a volatility rate of 74.3%, risk free interest rate of 1.10%, an expected life of 3.5 years, a stock price of $12.60 which was the closing price on date of issuing the Oxford & Horizon Warrant) and no expected forfeitures nor dividends. In connection with the Oxford & Horizon Credit Agreement, the Company incurred cash expenses of $217,715 which were recorded as deferred financing fees in 2012. These deferred financing fees were amortized as interest expense over the life of the loan. During the first three months of 2013, the Company paid $146,874 in interest expense and amortized $31,560 of deferred financing fees as interest expense. The Term A Loan bore interest at a fixed rate of 11.75%. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. INCOME TAXES A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2015, 2014 and 2013 is as follows: 201 5 201 4 201 3 Federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal tax benefit 5.5 5.5 5.9 Recapture of alternative minimum tax – – – Valuation allowance (39.5 ) (39.5 ) (39.9 ) Effective tax rate – % – % – % The components of the Company’s deferred tax asset as of December 31, 2015 and 2014 are as follows: December 31, In thousands 201 5 201 4 Net operating loss carry forwards $ 71,557 $ 64,021 Compensation expense related to employee stock options 4,953 4,235 Subtotal 76,510 68,255 Valuation allowance (76,510 ) (68,255 ) Total deferred tax asset $ - $ - The evaluation of the realizability of such deferred tax assets in future periods is made based upon a variety of factors that affect the Company’s ability to generate future taxable income, such as intent and ability to sell assets and historical and projected operating performance. At this time, the Company has established a valuation reserve for all of its deferred tax assets. Such tax assets are available to be recognized and benefit future periods. Following is a schedule of net operating loss carry forwards and their year of expiration: Approximate Amount of Unused Operating Loss Carry Forwards (in $000s) Expiration During Year Ended $ 4,843 2022 2,293 2023 15,647 2024 8,168 2025 7,361 2026 11,905 2028 18,547 2029 18,145 2030 21,386 2031 20,558 2032 10,321 2033 22,906 2034 19,078 2035 $ 181,158 During 2015, 2014 and 2013 the Company performed analyses to determine if there were changes in ownership, as defined by Section 382 of the Internal Revenue Code that would limit its ability to utilize certain net operating loss and tax credit carry forwards. The Company determined that it experienced an ownership change, as defined by Section 382, in connection with certain common stock offerings on July 25, 2011, February 5, 2013, June 3, 2013 and on June 1, 2015. As a result, the utilization of the Company's federal tax net operating loss carry forwards generated prior to the ownership changes are limited. As of December 31, 2015, the Company has net operating loss carry forwards for U.S. federal and state tax purposes of approximately $176 million, before excluding net operating losses that have been limited as a result of Section 382 limitations. The annual limitation due to Section 382 for net operating loss carry forward utilization is approximately $4.9 million per year for approximately $90 million in net operating loss carry forwards existing at the ownership change occurring on July 25, 2011, approximately $1.4 million per year for approximately $34 million of additional net operating losses occurring from July 2011 to the ownership change that occurred on February 5, 2013, and approximately $1.5 million per year for approximately $34 million of additional net operating losses occurring from February 5, 2013 to the ownership change that occurred on June 3, 2013 and approximately $1.6 million per year for approximately $31 million of additional net operating losses occurring from June 3, 2013 to the ownership change that occurred on June 1, 2015. The utilization of these net operating loss carry forwards may be further limited if the Company experiences future ownership changes as defined in Section 382 of the Internal Revenue Code. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. STOCKHOLDERS’ EQUITY In September 2015, the Company filed with the Securities and Exchange Commission a $75 million shelf registration statement on Form S-3 that allows the Company to issue any combination of common stock, preferred stock or warrants to purchase common stock or preferred stock. This shelf registration was declared effective on September 25, 2015. During 2013, we received approximately $0.4 million of gross proceeds from the exercise of warrants and stock options to purchase approximately 30,893 shares of the Company’s common stock. We did not have any warrant nor option exercises in 2014 or 2015. May 2015 Common Stock Offering On May 27, 2015, the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company sold and issued on June 1, 2015, in a registered direct offering (the May 2015 Offering), an aggregate of 3,000,000 shares of common stock at an offering price of $2.675 per share for gross proceeds of $8.0 million before the deduction of the placement agent fee and offering expenses. The Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-183286), which was initially filed with the SEC on August 13, 2012, as amended on August 20, 2012, and was declared effective by the SEC on September 14, 2012 (the Shelf Registration Statement). In a concurrent private placement closed on June 1, 2015, the Company issued to the investors in the May 2015 Offering certain warrants (the May 2015 Warrants) at an exercise price of $2.60 per share. The May 2015 Warrants are exercisable to purchase 0.65 share of common stock for each share of common stock purchased in the May 2015 Offering for an aggregate of 1,950,000 shares of common stock. Each May 2015 Warrant will be exercisable on the date of its issuance until the five-year anniversary of the date of issuance. On July 10, 2015, the Company filed a registration statement for the resale of any shares of common stock issuable upon the exercise of the May 2015 Warrants on Form S-3 (File No. 333-205608) which was declared effective by the SEC on July 30, 2015. Under this purchase agreement, the Company was prohibited, for the period from the date of closing and ending September 1, 2015, from effecting or entering into an agreement to issue common stock or, for a period of five months after the closing, any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future. January 2014 Common Stock Offering On January 15, 2014, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company sold, in a registered offering, an aggregate of 3,603,604 shares of its common stock, par value $0.01 per share, and warrants to purchase up to 1,801,802 shares of Common Stock, for an aggregate purchase price of approximately $15 million (the January 2014 Common Stock Offering). The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock, a Series A warrant to purchase 0.25 share of common stock and a Series B warrant to purchase 0.25 share of common stock. Each unit was sold at a purchase price of $4.1625. Each Series A warrant will be exercisable at any time on or after its issuance date and until the five-year anniversary of the issuance date. Each Series B warrant will be exercisable at any time on or after its issuance date and until the one-year anniversary of the issuance date. The Series B warrants expired in January 2015. Each warrant has an exercise price of $4.10 per share. Under the purchase agreement, the Company was prohibited, for a period of nine months after the closing, from effecting or entering into an agreement to issue common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, common stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future. Shares issued in acquisition of EGEN, Inc. As more fully discussed in Note 5, the Company issued 2,712,188 shares of its common stock to the shareholders of EGEN, Inc. to acquire certain assets of EGEN. The shares of Celsion’s common stock were issued in a private transaction exempt from registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(2) thereof. In addition, 670,070 shares of Celsion common stock are issuable to EGEN shareholders on or after August 2, 2016 pending satisfactory resolution of any post-closing adjustments of expenses and EGEN’s indemnification obligations under the EGEN Purchase Agreement (Holdback Shares). The common stock issued and issuable to EGEN pursuant to the Asset Purchase Agreement were filed pursuant to Rule 415 under the Securities Act of 1933 on the Prospectus for Registration Statement No. 333-198786 and was declared effective on September 30, 2014. Controlled Equity Offering On February 1, 2013, the Company entered into a Controlled Equity Offering SM The Company is not obligated to sell any ATM Shares under the ATM Agreement. Subject to the terms and conditions of the ATM Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell ATM Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. In addition, pursuant to the terms and conditions of the ATM Agreement and subject to the instructions of the Company, Cantor may sell ATM Shares by any other method permitted by law, including in privately negotiated transactions. The ATM Agreement will terminate upon the earlier of (i) the sale of ATM Shares under the ATM Agreement having an aggregate offering price of $25 million and (ii) the termination of the ATM Agreement by Cantor or the Company. The ATM Agreement may be terminated by Cantor or the Company at any time upon 10 days' notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse change in the Company. The Company pays Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of ATM Shares and has agreed to provide Cantor with customary indemnification and contribution rights. The Company also reimbursed Cantor for legal fees and disbursements of $50,000 in connection with entering into the ATM Agreement. In connection with the February 2013 Preferred Stock Offering discussed below, the Company agreed to not sell any ATM Shares for a period of one year from February 26, 2013. In connection with the Common Stock Offering below, the Company agreed to not sell any ATM Shares until June 3, 2014. In connection with the January 2014 securities offering discussed in Note 15 below, the Company agreed to not sell any ATM Shares until July 22, 2014. On October 2, 2015, we filed a prospectus supplement to the base prospectus that forms a part of the Shelf Registration Statement, filed on September 4, 2015 and declared effective by the SEC on September 25, 2015, pursuant to which we may offer and sell up to $7,500,000 of shares of common stock from time to time under the ATM Agreement. The Company currently has approximately $17.4 million remaining under the ATM Agreement. February 2013 Preferred Stock Offering On February 22, 2013, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company sold, in a registered offering, an aggregate of 15,000.00422 shares of its Series A 0% convertible preferred stock and the warrants to purchase shares of its common stock, for an aggregate purchase price of approximately $15.0 million (the February 2013 Preferred Stock Offering). The closing of the February 2013 Preferred Stock Offering occurred on February 26, 2013, in which the Company received approximately $15.0 million in gross proceeds. Subject to certain ownership limitations, shares of Series A 0% convertible preferred stock are convertible, at the option of the holder thereof, into an aggregate of up to 2,682,764 shares of common stock, and the warrants are exercisable to purchase an aggregate of up to 1,341,382 shares of common stock. Each warrant has an exercise price of $5.31 per share, equal to the closing bid price of common stock on February 21, 2013. The warrants are immediately exercisable and expire five years after the date of issuance. Upon issuance, we estimated the fair value of the warrants issued in the February 2013 Preferred Stock Offering to be approximately $5.4 million using the Black-Scholes pricing model. Also, upon issuance, we recognized approximately $4.6 million as a one-time, non-cash deemed dividend related to the beneficial conversion feature connected to the preferred stock in the Preferred Stock Offering. Assumptions used in the valuation of the warrants issued in the February 2013 Preferred Stock Offering were as follows: Risk-free interest rate 0.78 % Expected volatility 102.23 % Expected life (in years) 5.0 Expected forfeiture rate 0.0 % Expected dividend yield 0.0 % As of September 30, 2013, all 2,682,764 shares of common stock in the aggregate were issued upon conversion of all 15,000.00422 shares of the Series A 0% convertible preferred stock. May 2013 Common Stock Offering On May 30, 2013, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company sold, in a registered offering, an aggregate of 1,392,109 shares of its common stock for an aggregate purchase price of approximately $9.8 million (the “Common Stock Offering”). The closing of the Common Stock Offering occurred on June 3, 2013. The issuance of common stock in the Common Stock Offering was made pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-183286), the base prospectus dated September 14, 2012 filed as part of such Registration Statement, and the prospectus supplement filed with the Securities and Exchange Commission on June 3, 2013. The Securities Purchase Agreement also contained representations, warranties, indemnification and other provisions customary for transactions of this nature. Prior to the closing of the Common Stock Offering, there were an insufficient number of authorized shares to complete the transaction. The investors in the Common Stock Offering also held warrants to purchase common stock of the Company which were issued in connection with previous offerings. Concurrent with the closing of the Common Stock Offering, the institutional investors agreed to waive their rights to exercise these warrants to purchase 1,398,816 shares of common stock of the Company (the “Waived Warrants”) until the Company has obtained stockholders’ approval to increase the number of its authorized shares of common stock in conjunction with the proposed reverse stock split of its outstanding shares of common stock. At the Company’s 2013 Annual Meeting of Stockholders held on July 19, 2013, the Company’s stockholders voted to approve the proposal to grant discretionary authority to the Board of Directors to amend the Certificate of Incorporation of the Company, as amended, to effect, at any time on or prior to the date of the 2014 Annual Meeting of Stockholders, a reverse stock split at an exchange ratio within the specified range and to set the number of authorized shares effective immediately after the reverse stock split at 75 million shares. On October 28, 2013, the Company announced that it affected a 1-for-4.5 reverse stock split of its common stock. See Reverse Stock Split below for further information. Prior to the closing of the Common Stock Offering, the warrants described above were originally recorded as equity at the fair value on the date of issuance. In accordance with ASC 815-40, Derivative Instruments and Hedging - Contracts in Entity’s Own Equity, Following is a summary list of the Waived Warrants: Shares of common stock associated with the Waived Warrants Expiration Date of Waived Warrants Strike Price Per Share Fair Value on June 3, 2013 Per Share Fair Value on October 28, 2013 1,323,496 2/26/2018 $ 5.31 $ 6.60 $ 3.86 31,243 7/25/2016 $ 18.99 $ 4.41 $ 2.10 12,628 7/6/2016 $ 14.09 $ 4.81 $ 2.40 31,448 11/25/2017 $ 12.47 $ 5.56 $ 3.16 Assumptions used in the valuation of the Waived Warrants associated with the June 3, 2013 Common Stock Offering were as follows: June 3, 2013 October 28, 2013 Risk-free interest rate 0.50 - 1.03% 0.59 - 1.31% Expected volatility 102.9 - 110.9% 105.1 - 111.8% Expected life (in years) 3.1 - 4.7% 2.7 - 4.3% Expected forfeiture rate 0.0% 0.0% Expected dividend yield 0.00% 0.00% |
Note 11 - Stock Based Compensat
Note 11 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. STOCK BASED COMPENSATION Employee Stock Options The Company has long-term compensation plans that permit the granting of incentive awards in the form of stock options. Generally, the terms of these plans require that the exercise price of the options may not be less than the fair market value of Celsion’s Common Stock on the date the options are granted. Options generally vest over various time frames or upon milestone accomplishments. Some vest immediately. Others vest over a period between one and five years. The options generally expire ten years from the date of the grant. 2001 Stock Option Plan In 2001, the Board of Directors adopted a stock plan for directors, officers and employees (the “2001 Plan”) under which 148,148 shares were reserved for future issuance. The purpose of the 2001 Plan was to promote long-term growth and profitability of Celsion by providing key people with incentives to improve stockholder value and contribute to the growth and financial success of Celsion, and to enable the company to attract, retain and reward the best available persons for positions of substantial responsibility. 2004 Stock Incentive Plan In 2004, the Board of Directors adopted a stock plan for directors, officers and employees (the “2004 Plan”) under which 148,148 shares were reserved for future issuance. The plan provides for stock instruments to be issued enabling the holder thereof to acquire Common stock of the Company at prices determined by the Company’s Board of Directors. The purpose of the 2004 Plan was to promote the long-term growth and financial success of the Company and enable the Company to attract, retain and reward the best available persons for positions of substantial responsibility. The 2004 Plan permitted the granting of awards in the form of incentive stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, and performance awards, or in any combination of the foregoing. The 2004 Plan terminated in 2014, 10 years from the date of the Plan’s adoption by the Company’s stockholders. Any options forfeited or terminated under the 2001 Plan and 2004 Plan are rolled into the 2007 Stock Incentive Plan for future issuance. 2007 Stock Incentive Plan In 2007, the Company adopted the Celsion Corporation 2007 Stock Incentive Plan (the 2007 Plan) under which 222,222 shares were authorized for issuance. The purpose of the 2007 Plan is to promote the long-term growth and profitability of the Company by providing incentives to improve stockholder value and enable the Company to attract, retain and reward the best available persons for positions of substantial responsibility. The 2007 Plan permits the granting of equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, and performance awards, or in any combination of the foregoing. At the Annual Meetings of Stockholders of Celsion held on June 25, 2010, June 7, 2012 and June 20, 2014, the stockholders approved amendments to the Plan. The only material difference between the original Plan and the amended Plan was the number of shares of common stock available for issuance under the amended Plan which was increased by 222,222 to a total of 444,444 shares in 2010, by 500,000 to a total of 944,444 shares in 2012 and by 2,500,000 to a total of 3,444,444 shares in 2014. The Company has issued stock awards to employees, directors and vendors out of the stock option plans. Options and are generally granted at market value on the date of the grant. Incentive stock options may be granted to purchase shares of Common Stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive option granted to an eligible employee owning more than 10% of the outstanding stock must be at least 110% of the such fair market value on the date of grant. Only officers and key employees may receive incentive stock options; all other qualified participants may receive non-qualified stock options. Option awards vest upon terms determined by the Board of Directors. Restricted stock awards, performance stock awards and stock options are subject to accelerated vesting in the event of a change of control. The Company issues new shares to satisfy its obligations from the exercise of options. During the year ended December 31, 2015, 2014 and 2013, 927,750, 1,040,950 and 187,888 equity awards, respectively, were granted under the 2007 Plan. During 2015, 2014 and 2013, a total of 444,183, 131,850 and 41,379 equity awards, respectively, were canceled or expired under the plans collectively. During 2015, 2014 and 2013, 14,000, 21,341 and 12,873 shares of the Company’s common stock were issued collectively as a result of either options being exercised or restricted stock awards vesting. In 2007 an option to purchase 95,555 shares of the Company's common stock was issued to the Company's Chief Executive Officer. This option vested in equal installments over four years and was separately registered with the Securities and Exchange Commission (the "SEC") and was not issued under any of the Employee Stock Incentive Plans. Collectively, for all the stock option plans as of December 31, 2015, there were a total of 3,660,270 shares reserved, which were comprised of 2,221,340 equity awards granted and 1,438,930 equity awards available for future issuance. Total compensation cost charged related to employee stock options and non-vested restricted stock awards amounted to $1.8 million, $2.6 million and $1.2 million for the years ended December 31, 2015, 2014 and 2013, respectively. No compensation cost related to share-based payments arrangements was capitalized as part of the cost of any asset at these same periods. As of December 31, 2015, there was $0.8 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.1 years. The weighted average grant-date fair values of the equity awards granted during the years ended December 31, 2015, 2014 and 2013 were $2.05, $3.18 and $3.40, respectively. Equity Awards Issued to Consultants for Services The Company periodically issues equity awards to consultants in exchange for services provided. The fair value of options granted is measured in accordance with ASC 718, Compensation – Stock Compensation, A summary of stock option awards as of December 31, 2015 and changes during the three years ended December 31, 2015, is presented below: Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2013 725,529 $ 14.63 Granted 187,777 4.39 Exercised (12,429 ) 14.67 Canceled or expired (38,972 ) 16.79 Outstanding at December 31, 2013 861,905 $ 12.30 Granted 1,014,700 3.53 Exercised – – Canceled or expired (131,850 ) 19.05 Outstanding at December 31, 2014 1,744,755 $ 7.20 Granted 839,250 2.35 Exercised – – Canceled or expired (444,183 ) 5.56 Outstanding at December 31, 2015 2,139,822 5.64 7.5 $ - Exercisable at December 31, 2015 1,315,201 $ 7.51 6.5 $ - A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2015 and changes during the three years ended December 31, 2015, is presented below: Restricted Stock Number Outstanding Weighted Average Exercise Price Non-vested stock awards outstanding at January 1, 2013 4,297 $ 14.63 Granted 111 5.36 Vested and issued (444 ) 8.40 Forfeited (1,855 ) 15.69 Non-vested stock awards outstanding at December 31, 2013 2,109 $ 14.13 Granted 26,250 3.46 Vested and issued (21,341 ) 4.77 Forfeited – – Non-vested stock awards outstanding at December 31, 2014 7,018 $ 3.32 Granted 88,500 2.60 Vested and issued (14,000 ) 2.72 Forfeited – – Non-vested stock awards outstanding at December 31, 2015 81,518 * $ 2.64 * The non-vested restricted stock awards as of December 31, 2015 had a weighted average remaining contractual term of 1.4 years and with an intrinsic value of approximately $157,000. A summary of stock options outstanding at December 31, 2015 by price range is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price $1.00 to 2.99 725,166 9.4 $ 2.33 161,867 9.2 $ 2.44 3.00 to 5.99 915,195 8.3 $ 3.99 653,873 7.9 $ 3.75 6.00 to 12.99 337,183 4.0 $ 10.84 337,183 4.0 $ 10.82 13.00 to 19.99 92,414 4.3 $ 14.36 92,414 4.3 $ 14.36 Above $20.00 69,864 2.2 $ 24.85 69,864 2.2 $ 24.85 2,139,822 1,315,201 The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Celsion’s nonqualified stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Year Ended December 31, 201 5 201 4 201 3 Risk-free interest rate 1.57 to 2.93% % 2.31 to 2.75% 0.85 to 1.19% Expected volatility 92.9 - 104.1% % 94.3 - 100.7% 83.4 - 97.9% Expected life (in years) 10 10 5.25 to 6.00 Expected forfeiture rate 5% 5% 5.0 to 7.5% Expected dividend yield 0.0% 0.0% 0.0% Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk free interest rate is derived from values assigned to U.S. Treasury strips as published in the Wall Street Journal in effect at the time of grant. The model incorporates exercise, pre-vesting and post-vesting forfeiture assumptions based on analysis of historical data. The expected life of the fiscal 2015, 2014 and 2013 grants was generated using the simplified method as allowed under Securities and Exchange Commission Staff Accounting Bulletin No. 107. |
Note 12 - Earn-out Milestone Li
Note 12 - Earn-out Milestone Liability | 12 Months Ended |
Dec. 31, 2015 | |
Earn Out Milestone Liability Disclosure [Abstract] | |
Earn Out Milestone Liability Disclosure [Text Block] | 12. EARN-OUT MILESTONE LIABILITY The total aggregate purchase price for the EGEN Acquisition included potential future Earn-out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 million in future Earn-out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company's risk-adjusted assessment of each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). The earn-out milestone liability will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statements. At December 31, 2015, the Company fair valued the earn-out milestone liability at $13.9 million and recognized a non-cash loss of $257,702 during 2015 as a result of the change in the fair value of earn-out milestone liability from $13.7 million at June 30, 2015. The fair value of the earn-out milestone liability at December 31, 2015 was based on the Company's risk-adjusted assessment of each milestone (10% to 75%) utilizing a discount rate based on the estimated time to achieve the milestone (0.5 to 6.5 years). As of December 31, 2014, the Company fair valued the earn-out milestone liability at $13.7 million and recognized a gain of $213,949 as a result of the change in the fair value of earn-out milestone liability from June 30, 2014. The fair value of the earn-out milestone liability at December 31, 2014 was based on the Company's risk-adjusted assessment of each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.2 to 6.5 years). The following is a summary of the changes in the earn-out milestone liability for 2014 and 2015: Balance at January 1, 2014 $ – Fair value of Earn-Out Payments at date of EGEN Purchase Agreement (Note 5) 13,878,204 Non-cash gain from the adjustment for the change in fair value included in 2014 net loss (213,494 ) Balance at December 31, 2014 $ 13,663,710 Non-cash loss from the adjustment for the change in fair value included in 2015 net loss 257,702 Balance at December 31, 2015 $ 13,921,412 |
Note 13 - Warrants
Note 13 - Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Warrants [Text Block] | 13. WARRANTS As more fully described in Note 10, the Company completed a series of equity financing transactions in 2015, 2014 and 2013 that included the issuance of warrants to purchase 1,950,000, 1,801,802 and 1,341,382 shares, respectively, of the Company’s common stock. In connection with the Hercules Credit Agreement and the Horizon & Oxford Credit Agreement the Company entered into in November 2013 and June 2012 as more fully described in Note 8, the Company issued warrants to purchase 194,986 and 11,415 shares, respectively, of the Company’s common stock. During 2013, the Company received gross proceeds of approximately $0.3 million from the exercise of warrants to purchase 15,833 shares of common stock, respectively. No warrants were exercised during 2015 or 2014. In September 2009, the Company closed a registered direct offering with a select group of institutional investors that raised gross proceeds of $7.1 million and net proceeds of $6.3 million. In connection with this registered direct offering, the Company issued 448,478 shares of its common stock and warrants to purchase 224,239 shares of common stock. On March 31, 2015, all unexercised warrants associated with this registered direct offering expired. As discussed in Note 10, the Series B warrants to purchase 900,901 shares of common stock issued in connection with the January 2014 Offering expired in January 2015. Following is a summary of all warrant activity for the three years ended December 31, 2015: Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2013 1,747,478 $ 15.17 Warrants issued in connection with 2013 equity transactions 1,341,382 5.31 Warrants issued in connection with the Hercules Credit Agreement (November 2013 tranche) as more fully described in Note 8 97,493 3.59 Warrants exercised for common stock in 2013 (15,833 ) 14.63 Warrants outstanding at December 31, 2013 3,170,520 $ 10.65 Warrants issued in connection with the January 2014 equity transaction 1,801,802 4.10 Warrants issued in connection with the Hercules Credit Agreement (June 2014 tranche) as more fully described in Note 8 97,493 3.59 Warrants outstanding at December 31, 2014 5,069,815 $ 8.18 Warrants issued in connection with the May 2015 equity transaction 1,950,000 $ 2.60 Warrants expired during 2015 (1,125,140 ) $ 7.98 Warrants outstanding at December 31, 2015 5,894,675 $ 6.37 Aggregate intrinsic value of outstanding warrants at December 31, 2015 $ – Weighted average remaining contractual terms (years) 2.4 Common Stock Warrant Liability In September 2009, the Company closed a registered direct offering with a select group of institutional investors that raised gross proceeds of $7.1 million and net proceeds of $6.3 million. In connection with this registered direct offering, the Company issued 484,478 shares of its common stock and warrants to purchase 224,239 shares of common stock. The warrants have an exercise price of $23.58 per share and are exercisable at any time on or after the six month anniversary of the date of issuance and on or prior to 66 months after the date of issuance. Under the terms of the warrants, upon certain transactions, including a merger, tender offer or sale of all or substantially all of the assets of the Company, each warrant holder may elect to receive a cash payment in exchange for the warrant, in an amount determined by application of the Black-Scholes option valuation model. Accordingly, pursuant to ASC 815.40, Derivative Instruments and Hedging - Contracts in Entity’s Own Equity As more fully described in Note 10, concurrent with the closing of the Common Stock Offering, the investors in this offering agreed to waive their rights to exercise the Waived Warrants to purchase 1,398,816 shares of common stock of the Company until the Company has obtained stockholders’ approval of increasing the number of its authorized shares of common stock in conjunction with the proposed reverse stock split of its outstanding shares of common stock. In accordance with ASC 815-40, Derivative Instruments and Hedging - Contracts in Entity’s Own Equity, As discussed in Note 8, the Company concluded in the second quarter of 2015 the warrant provision which required the exercise price of the warrant to be adjusted downward to a lower price at which the Company would sell and issue shares in a financing for cash during the one-year anniversary of the warrant had expired. Therefore, the Company valued the warrant at $336,254 immediately prior to this event using a risk-free interest rate of 1.98%, expected volatility of 99.71%, an expected remaining life of 4 years and no forfeiture nor dividends expected. The Company recorded non-cash charges to net income of $18,018 and $61,246 in the second quarter and year to date periods of 2015, respectively, and reduced the liability to zero and increased equity by $336,254 at this time. As of December 31, 2014 and 2013, the Company recorded a common stock warrant liability of $275,008 and $3,026 respectively. No common stock warrants were required to be recognized as a liability at December 31, 2015. The fair value of the warrants associated with the September 2009 registered direct offering at December 31, 2013 and the warrants associated with the Hercules loan as more fully described in Note 8 at December 31, 2014 and 2013 was calculated using the Black-Scholes option-pricing model with the following assumptions: December 31, 2014 2013 Risk-free interest rate 0.04 - 1.66% 0.13 % Expected volatility 40.9 - 98.35% 64.74 % Expected life (in years) 0.25 - 3.9 1.25 Expected forfeiture rate 0.0% 0.0 % Expected dividend yield 0.00% 0.00 % See Note 10 for the assumptions used at June 3, 2013 and October 28, 2013 for the Black-Scholes option-pricing model calculation for the Waived Warrants associated with the Common Stock Offering on the dates they were waived and when there became a sufficient number of common shares authorized to permit their full exercise. As a result of this change in the warrant liability in 2014, the Company recorded a non-cash benefit of $204,279 in 2014. As a result of this change in the warrant liability in 2013, which included the change in the warrant liability associated with the Waived Warrants as discussed above, the Company recorded a non-cash benefit of $8.1 million during 2013. The following is a summary of the changes in the common stock warrant liability for 2015, 2014 and 2013: Balance at January 1, 2013 $ 4,283,932 Fair value of warrants classified as liability (see Note 10) 9,110,302 Fair value of warrants classified as equity (see Note 10) (5,300,572 ) Gain from the adjustment for the change in fair value included in net loss (8,090,636 ) Ending balance, December 31, 2013 $ 3,026 Fair value of warrants classified as liability (see Note 8) 476,261 Gain from the adjustment for the change in fair value included in net income (204,279 ) Ending balance, December 31, 2014 $ 275,008 Loss from the adjustment for the change in fair value included in net loss 61,246 Fair value of warrants reclassified as equity (Note 9) (336,254 ) Ending balance as of December 31, 2015 $ – |
Note 14 - Celsion Employee Bene
Note 14 - Celsion Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 14. CELSION EMPLOYEE BENEFIT PLANS Celsion maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees over the age of 21. Participating employees may defer a portion of their pretax earnings, up to the IRS annual contribution limit. Commencing in the fourth quarter for 2008, the Company began making a matching contribution up to a maximum of 3% of an employee’s annual salary and the Company’s total contribution for the years ended December 31, 2015, 2014 and 2013 was $80,408, $56,875 and $57,239 respectively. The Company’s contribution was made in the form of our common stock. |
Note 15 - Licenses of Intellect
Note 15 - Licenses of Intellectual Property and Patents | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | 15. LICENSES OF INTELLECTUAL PROPERTY AND PATENTS On November 10, 1999, the Company entered into a license agreement with Duke University under which the Company received worldwide exclusive rights (subject to certain exceptions) to commercialize and use Duke’s thermally sensitive liposome technology. The license agreement contains annual royalty and minimum payment provisions due on net sales. The agreement also required milestone-based royalty payments measured by various events, including product development stages, FDA applications and approvals, foreign marketing approvals and achievement of significant sales. However, in lieu of such milestone-based cash payments, Duke agreed to accept shares of the Company’s Common Stock to be issued in installments at the time each milestone payment is due, with each installment of shares to be calculated at the average closing price of the Common Stock during the 20 trading days prior to issuance. The total number of shares issuable to Duke under these provisions is subject to adjustment in certain cases, and Duke has piggyback registration rights for public offerings taking place more than one year after the effective date of the license agreement. On January 31, 2003, the Company issued 253,691 shares of Common Stock to Duke University valued at $2.2 million as payment for milestone based royalties under this license agreement. An amendment to the Duke license agreement contains certain development and regulatory milestones, and other performance requirements that the Company has met with respect to the use of the licensed technologies. The Company will be obligated to make royalty payments based on sales to Duke upon commercialization, until the last of the Duke patents expire. For the years ended December 31, 2015, 2014 and 2013, the Company has not incurred any expense under this agreement and will not incur any future liabilities until commercial sales commence. Under the November 1999 license agreement with Duke, the Company has rights to the thermally sensitive liposome technology, including Duke’s US patents covering the technology as well as all foreign counter parts and related pending applications. Foreign counterpart applications have been issued in Europe, Hong Kong, Australia and Canada and have been allowed in Japan. The Japanese allowed application is expected to issue without hindrance in March of 2011. The European patent has been validated in Austria, Belgium, France, Germany, Great Britain, Italy, Luxembourg, Monaco, Spain and Switzerland. In addition, the Duke license agreement provides the Company with rights to multiple issued and pending US patents related to the formulation, method of making and use of heat sensitive liposomes. The Company’s rights under the license agreement with Duke University extend for the life of the last-to-expire of the licensed patents. The Company has licensed from Valentis, CA certain global rights covering the use of pegylation for temperature sensitive liposomes. In addition to the rights available to the Company under completed or pending license agreements, the Company is actively pursuing patent protection for technologies developed by the Company. Among these patents is a family of pending US and international patent applications which seek to protect the Company’s proprietary method of storing ThermoDox® which is critical for worldwide distribution channels. ThermoDox® is a registered trademark in the United States, Argentina, Australia, Canada, China, Columbia, the European Communities: (Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Korea, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, UK), Hong Kong, Israel, Japan, New Zealand, Peru, Philippines, Russia, Singapore, South Korea and Taiwan. The Company has registered transliterations of ThermoDox® in China, Hong Kong, Japan, Singapore, South Korea and Taiwan. The Company has an additional 14 trademark protection applications pending for ThermoDox® in countries world-wide. Finally, through proprietary information agreements with employees, consultants and others, the Company seeks to protect its own proprietary know-how and trade secrets. The Company cannot offer assurances that these confidentiality agreements will not be breached, that the Company will have adequate remedies for any breach, or that these agreements, even if fully enforced, will be adequate to prevent third-party use of the Company’s proprietary technology. Similarly, the Company cannot guarantee that technology rights licensed to it by others will not be successfully challenged or circumvented by third parties, or that the rights granted will provide the Company with adequate protection. |
Note 16 - Technology Developmen
Note 16 - Technology Development and Licensing Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Licensing Transaction [Abstract] | |
Licensing Transaction [Text Block] | 16. TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS On May 7, 2012 the Company entered into a long term commercial supply agreement with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) for the production of ThermoDox® in the China territory. In accordance with the terms of the agreement, Hisun will be responsible for providing all of the technical and regulatory support services, including the costs of all technical transfer, registration and bioequivalence studies, technical transfer costs, Celsion consultative support costs and the purchase of any necessary equipment and additional facility costs necessary to support capacity requirements for the manufacture of ThermoDox®. Celsion will repay Hisun for the aggregate amount of these development costs and fees commencing on the successful completion of three registration batches of ThermoDox®. Hisun is also obligated to certain performance requirements under the agreement. The agreement will initially be limited to a percentage of the production requirements of ThermoDox® in the China territory with Hisun retaining an option for additional global supply after local regulatory approval in the China territory. In addition, Hisun will collaborate with Celsion around the regulatory approval activities for ThermoDox® with the China State Food and Drug Administration (CHINA FDA). During the first quarter of 2015, Hisun completed the successful manufacture of three registration batches of ThermoDox® and the Company accrued $685,787 for the aggregate development costs and fees associated with these batches in March 2015. This amount was paid in April 2015. On January 18, 2013, we entered into a technology development contract with Hisun, pursuant to which Hisun paid us a non-refundable research and development fee of $5 million to support our development of ThermoDox ® ® ® On July 19, 2013, the Company and Hisun entered into a Memorandum of Understanding to pursue ongoing collaborations for the continued clinical development of ThermoDox® as well as the technology transfer relating to the commercial manufacture of ThermoDox® for the China territory. This expanded collaboration includes development of the next generation liposomal formulation with the goal of creating safer, more efficacious versions of marketed cancer chemotherapeutics. Among the key provisions of the Celsion-Hisun Memorandum of Understanding are: ● Hisun will provide the Company with non-dilutive financing and the investment necessary to complete the technology transfer of its proprietary manufacturing process and the production of registration batches for the China territory; ● Hisun will collaborate with the Company around the clinical and regulatory approval activities for ThermoDox® as well as other liposomal formations with the CHINA FDA; and ● Hisun will be granted a right of first offer for a commercial license to ThermoDox® for the sale and distribution of ThermoDox® in the China territory. |
Note 17 - Contingent Liabilitie
Note 17 - Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 17. CONTINGENT LIABILITIES AND COMMITMENTS In July 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership for a 10,870 square foot premises located in Lawrenceville, New Jersey. In October 2011, the Company relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The lease has a term of 66 months and provides for 6 months of rent free, with the first monthly rent payment of approximately $23,000 due and paid in April 2012. Also, as required by the Lease, the Company provided Brandywine with an irrevocable and unconditional standby letter of credit for $250,000, which the Company secured with an escrow deposit at its banking institution of this same amount. The standby letter of credit will be reduced by $50,000 on each of the 19th, 31st and 43rd months from the initial term, with the remaining $100,000 amount remaining until the Lease Term has expired. In connection with three $50,000 reductions of the standby letter of credit in April 2013 and 2014 and 2015, the Company reduced the escrow deposit by $50,000 each time. In connection with the EGEN Asset Purchase agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. This lease has a remaining term of 25 months with rent payments of approximately $23,200 per month. The Company paid $570,078, $425,443 and $184,790 in connection with these leases in 2015, 2014 and 2013, respectively. Following is a summary of the future minimum payments required under leases that have initial or remaining lease terms of one year or more as of December 31, 2015: For the year ending December 31: Operating Leases 2016 $ 575,513 2017 378,042 2018 23,200 2019 and beyond — Total minimum lease payments $ 976,755 |
Note 19 - Selected Quarterly Fi
Note 19 - Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | 18. SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (in thousands, except per share data) Quarters Ended March 31 June 30 September 30 December 31 201 5 Total revenue $ 125 $ 125 $ 125 $ 125 Net loss (7,005 ) (5,675 ) (4,267 ) (5,514 ) Basic and diluted net loss per share (0.35 ) (0.27 ) (0.19 ) (0.24 ) 2014 Total revenue $ 125 $ 125 $ 125 $ 125 Net loss (5,423 ) (6,673 ) (6,942 ) (6,455 ) Basic and diluted net loss per share (0.33 ) (0.38 ) (0.35 ) (0.32 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements of Celsion have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and include the accounts of the Company and CLSN Laboratories, Inc. All intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from these estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the financial statements other than those arising in the ordinary course of business. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition At the inception of each collaborative agreement that includes milestone payments, the Company evaluates whether each milestone is substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific and other risks that must be overcome to achieve the milestone, as well as the level of effort and investment required. Milestones that are not considered substantive and that do not meet the separation criteria are accounted for as license payments and recognized on a straight-line basis over the remaining period of performance. Payments received or reasonably assured after performance obligations are met completely are recognized as earned. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying values of financial instruments approximate their respective fair values. |
Investment, Policy [Policy Text Block] | Short Term Investments The Company classifies its investments in marketable securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (ASC) 320, Investments - Debt and Equity Securities |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $425,000, $369,000 and $339,000 for years ended December 31, 2015, 2014 and 2013, respectively. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. |
Deposits, Policy [Polict Text Block] | Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Goodwill and In-Process Research and Development During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 5, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. Patent Licenses The Company has purchased several licenses for rights to patented technologies. Patent license costs of $63,125 have been capitalized and are amortized on a straight-line basis over the estimated life of the related patent. As of December 31, 2015 and 2014, the total accumulated amortization expense is $49,375 and $41,500, respectively. The weighted-average amortization period for these assets is 10 years. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) ASC 220, Comprehensive Income |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share Basic and diluted net income/(loss) per common share was computed by dividing net income/(loss) for the year by the weighted average number of shares of Common Stock outstanding, both basic and diluted, during each period. The impact of Common Stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2015, 2014 and 2013, outstanding equity awards of 2,221,340, 1,751,773, and 863,462 shares, respectively, and warrants outstanding to purchase 5,894,675, 5,069,815, and 3,170,520 shares, respectively, were considered anti-dilutive and therefore were not included in the calculation of diluted shares. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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 recovered or settled. The effect on deferred tax asset 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. In accordance with ASC 740, Income Taxes, |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Compensation costs for all stock-based awards is measured at fair value on the date of the grant and recognized over the service period for awards expected to vest. Such value is recognized as expense over the service period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the current estimates, such amounts will be recorded as cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by Financial Accounting Standards Board (“FASB”) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers In April 2015, the FASB issued Accounting Standards Update No. 2015-03 Interest – Imputation of Interest (Subtopic 835-30). This guidance is to simplify the presentation of debt issuance costs by recognizing a debt liability in the balance sheet as a direct deduction from that debt liability consistent with the presentation of a debt discount. It will be effective for our first quarter of 2016 and early adoption is permitted. We do not believe the impact of adoption of this new accounting pronouncement on our financial statements will be significant. |
Note 3 - Short-term Investmen27
Note 3 - Short-term Investments Available for Sale (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale Securities [Table Text Block] | December 31, 201 5 December 31, 201 4 Cost Fair Value Cost Fair Value Short-term investments Certificate of deposit $ 4,800,000 $ 4,798,810 $ 5,000,000 $ 4,996,568 Bonds- corporate issuances 6,003,748 6,001,080 19,189,438 19,176,838 Total short-term investments $ 10,803,748 $ 10,799,890 $ 24,189,438 $ 24,173,406 December 31, 201 5 December 31, 201 4 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 10,803,748 $ 10,799,890 $ 16,881,490 $ 16,872,158 Between 3-12 months – – 7,307,948 7,301,248 Total $ 10,803,748 $ 10,799,890 $ 24,189,438 $ 24,173,406 |
Investment Income [Table Text Block] | 201 5 201 4 201 3 Interest and dividends accrued and paid $ 186,322 $ 1,015,182 $ 748,947 Accretion of investment premium (122,998 ) (913,261 ) (669,344 ) Losses on investment maturity and sales, net 264 (24,727 ) (92,346 ) $ 63,588 $ 77,194 $ (12,744 ) |
Schedule of Unrealized Loss on Investments [Table Text Block] | December 31, 201 5 December 31, 201 4 Description of Securities Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Available for Sale (all unrealized holding gains and losses are less than 12 months at date of measurement) Short-term investments with unrealized gains $ 240,024 $ 24 $ – $ – Short-term investments with unrealized losses 10,559,866 (3,882 ) 24,173,406 (16,032 ) Total $ 10,799,890 $ (3,858 ) $ 24,173,406 $ (16,032 ) |
Note 4 - Fair Values of Finan28
Note 4 - Fair Values of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Total Fair Value on the Balance Sheet Quoted Prices In Active Markets For Identical Assets /Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of December 31, 2015 Short-term investments available for sale $ 10,799,890 $ 10,799,890 ─ ─ Recurring items as of December 31, 2014 Short-term investments available for sale $ 24,173,406 $ 24,173,406 ─ ─ Non-recurring items as of December 31, 2014 In-process research and development (Note 5) $ 25,801,728 ─ ─ $ 25,801,728 Goodwill (Note 5) $ 1,976,101 ─ ─ $ 1,976,101 Liabilities: Recurring items as of December 31, 2015 Common stock warrant liability (Note 13) ─ ─ ─ ─ Earn-out milestone liability (Note 12) $ 13,921,412 ─ ─ $ 13,921,412 Recurring items as of December 31, 2014 Common stock warrant liability (Note 13) $ 275,008 ─ ─ $ 275,008 Earn-out milestone liability (Note 12) $ 13,663,710 $ 13,663,710 |
Note 5 - Acquisition of EGEN,29
Note 5 - Acquisition of EGEN, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Consideration Paid at Closing Cash, net of cash acquired $ 2,821,000 Celsion common stock (2,712,188 shares valued at $3.48 which was the last closing price of our common stock at the time of closing the transaction on June 20, 2014) 9,438,000 Future Consideration Holdback Shares (670,070 shares of Celsion common stock which were discounted by 38% to reflect the cost of the restriction) 1,441,000 Earn-Out Payments (at fair value*) 13,878,000 Total fair value of consideration $ 27,578,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment, net $ 35,000 In-process research and development 25,802,000 Goodwill 1,976,000 Total assets: 27,813,000 Accounts payable and accrued liabilities (235,000 ) Net assets acquired $ 27,578,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year E nded December 31, 2014 2013 Revenues $ 500,000 $ 627,628 Loss from operations (24,898,725 ) (18,247,339 ) Net loss applicable to common shareholders (25,662,572 ) (15,952,832 ) |
Note 6 - Property and Equipme30
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Year E nded December 31, 2015 2014 Machinery and equipment (5-7 year life) $ 2,398,613 $ 2,298,516 Furniture and fixtures (3-5 year life) 244,923 235,679 Leasehold improvements (5-7 year life) 269,819 269,819 2,913,355 2,804,014 Less accumulated depreciation and amortization (2,058,483 ) (1,633,517 ) Total $ 854,872 $ 1,170,497 |
Note 7 - Other Accrued Liabil31
Note 7 - Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Year E nded December 31, 2015 2014 Amounts due to Contract Research Organizations and other contractual agreements $ 571,615 $ 857,730 Accrued payroll and related benefits 947,078 961,440 Accrued professional fees 319,200 502,300 Accrued interest on notes payable 62,136 96,875 Other 19,740 38,020 Total $ 1,919,769 $ 2,456,365 |
Note 8 - Notes Payable (Tables)
Note 8 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | For the year ending December 31, 2016 $ 4,099,847 2017 2,245,923 2018 and thereafter – Total $ 6,345,770 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 201 5 201 4 201 3 Federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal tax benefit 5.5 5.5 5.9 Recapture of alternative minimum tax – – – Valuation allowance (39.5 ) (39.5 ) (39.9 ) Effective tax rate – % – % – % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, In thousands 201 5 201 4 Net operating loss carry forwards $ 71,557 $ 64,021 Compensation expense related to employee stock options 4,953 4,235 Subtotal 76,510 68,255 Valuation allowance (76,510 ) (68,255 ) Total deferred tax asset $ - $ - |
Summary of Operating Loss Carryforwards [Table Text Block] | Approximate Amount of Unused Operating Loss Carry Forwards (in $000s) Expiration During Year Ended $ 4,843 2022 2,293 2023 15,647 2024 8,168 2025 7,361 2026 11,905 2028 18,547 2029 18,145 2030 21,386 2031 20,558 2032 10,321 2033 22,906 2034 19,078 2035 $ 181,158 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 10 - Stockholders' Equity (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 201 5 201 4 201 3 Risk-free interest rate 1.57 to 2.93% % 2.31 to 2.75% 0.85 to 1.19% Expected volatility 92.9 - 104.1% % 94.3 - 100.7% 83.4 - 97.9% Expected life (in years) 10 10 5.25 to 6.00 Expected forfeiture rate 5% 5% 5.0 to 7.5% Expected dividend yield 0.0% 0.0% 0.0% |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares of common stock associated with the Waived Warrants Expiration Date of Waived Warrants Strike Price Per Share Fair Value on June 3, 2013 Per Share Fair Value on October 28, 2013 1,323,496 2/26/2018 $ 5.31 $ 6.60 $ 3.86 31,243 7/25/2016 $ 18.99 $ 4.41 $ 2.10 12,628 7/6/2016 $ 14.09 $ 4.81 $ 2.40 31,448 11/25/2017 $ 12.47 $ 5.56 $ 3.16 |
Prefered Stock [Member] | |
Note 10 - Stockholders' Equity (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Risk-free interest rate 0.78 % Expected volatility 102.23 % Expected life (in years) 5.0 Expected forfeiture rate 0.0 % Expected dividend yield 0.0 % |
Common Stock Offering [Member] | |
Note 10 - Stockholders' Equity (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | June 3, 2013 October 28, 2013 Risk-free interest rate 0.50 - 1.03% 0.59 - 1.31% Expected volatility 102.9 - 110.9% 105.1 - 111.8% Expected life (in years) 3.1 - 4.7% 2.7 - 4.3% Expected forfeiture rate 0.0% 0.0% Expected dividend yield 0.00% 0.00% |
Note 11 - Stock Based Compens35
Note 11 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2013 725,529 $ 14.63 Granted 187,777 4.39 Exercised (12,429 ) 14.67 Canceled or expired (38,972 ) 16.79 Outstanding at December 31, 2013 861,905 $ 12.30 Granted 1,014,700 3.53 Exercised – – Canceled or expired (131,850 ) 19.05 Outstanding at December 31, 2014 1,744,755 $ 7.20 Granted 839,250 2.35 Exercised – – Canceled or expired (444,183 ) 5.56 Outstanding at December 31, 2015 2,139,822 5.64 7.5 $ - Exercisable at December 31, 2015 1,315,201 $ 7.51 6.5 $ - |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Number Outstanding Weighted Average Exercise Price Non-vested stock awards outstanding at January 1, 2013 4,297 $ 14.63 Granted 111 5.36 Vested and issued (444 ) 8.40 Forfeited (1,855 ) 15.69 Non-vested stock awards outstanding at December 31, 2013 2,109 $ 14.13 Granted 26,250 3.46 Vested and issued (21,341 ) 4.77 Forfeited – – Non-vested stock awards outstanding at December 31, 2014 7,018 $ 3.32 Granted 88,500 2.60 Vested and issued (14,000 ) 2.72 Forfeited – – Non-vested stock awards outstanding at December 31, 2015 81,518 * $ 2.64 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price $1.00 to 2.99 725,166 9.4 $ 2.33 161,867 9.2 $ 2.44 3.00 to 5.99 915,195 8.3 $ 3.99 653,873 7.9 $ 3.75 6.00 to 12.99 337,183 4.0 $ 10.84 337,183 4.0 $ 10.82 13.00 to 19.99 92,414 4.3 $ 14.36 92,414 4.3 $ 14.36 Above $20.00 69,864 2.2 $ 24.85 69,864 2.2 $ 24.85 2,139,822 1,315,201 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 201 5 201 4 201 3 Risk-free interest rate 1.57 to 2.93% % 2.31 to 2.75% 0.85 to 1.19% Expected volatility 92.9 - 104.1% % 94.3 - 100.7% 83.4 - 97.9% Expected life (in years) 10 10 5.25 to 6.00 Expected forfeiture rate 5% 5% 5.0 to 7.5% Expected dividend yield 0.0% 0.0% 0.0% |
Note 12 - Earn-out Milestone 36
Note 12 - Earn-out Milestone Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earn Out Milestone Liability Disclosure [Abstract] | |
Schedule of Changes in Earn-Out Milestone Liabilites [Table Text Block] | Balance at January 1, 2014 $ – Fair value of Earn-Out Payments at date of EGEN Purchase Agreement (Note 5) 13,878,204 Non-cash gain from the adjustment for the change in fair value included in 2014 net loss (213,494 ) Balance at December 31, 2014 $ 13,663,710 Non-cash loss from the adjustment for the change in fair value included in 2015 net loss 257,702 Balance at December 31, 2015 $ 13,921,412 |
Note 13 - Warrants (Tables)
Note 13 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Schedule of Warrant Activity [Table Text Block] | Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2013 1,747,478 $ 15.17 Warrants issued in connection with 2013 equity transactions 1,341,382 5.31 Warrants issued in connection with the Hercules Credit Agreement (November 2013 tranche) as more fully described in Note 8 97,493 3.59 Warrants exercised for common stock in 2013 (15,833 ) 14.63 Warrants outstanding at December 31, 2013 3,170,520 $ 10.65 Warrants issued in connection with the January 2014 equity transaction 1,801,802 4.10 Warrants issued in connection with the Hercules Credit Agreement (June 2014 tranche) as more fully described in Note 8 97,493 3.59 Warrants outstanding at December 31, 2014 5,069,815 $ 8.18 Warrants issued in connection with the May 2015 equity transaction 1,950,000 $ 2.60 Warrants expired during 2015 (1,125,140 ) $ 7.98 Warrants outstanding at December 31, 2015 5,894,675 $ 6.37 Aggregate intrinsic value of outstanding warrants at December 31, 2015 $ – Weighted average remaining contractual terms (years) 2.4 |
Schedule of Common Stock Warrant Liability Valuation Assumptions [Table Text Block] | December 31, 2014 2013 Risk-free interest rate 0.04 - 1.66% 0.13 % Expected volatility 40.9 - 98.35% 64.74 % Expected life (in years) 0.25 - 3.9 1.25 Expected forfeiture rate 0.0% 0.0 % Expected dividend yield 0.00% 0.00 % |
Schedule of Common Stock Warranty Liability [Table Text Block] | Balance at January 1, 2013 $ 4,283,932 Fair value of warrants classified as liability (see Note 10) 9,110,302 Fair value of warrants classified as equity (see Note 10) (5,300,572 ) Gain from the adjustment for the change in fair value included in net loss (8,090,636 ) Ending balance, December 31, 2013 $ 3,026 Fair value of warrants classified as liability (see Note 8) 476,261 Gain from the adjustment for the change in fair value included in net income (204,279 ) Ending balance, December 31, 2014 $ 275,008 Loss from the adjustment for the change in fair value included in net loss 61,246 Fair value of warrants reclassified as equity (Note 9) (336,254 ) Ending balance as of December 31, 2015 $ – |
Note 17 - Contingent Liabilit38
Note 17 - Contingent Liabilities and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | For the year ending December 31: Operating Leases 2016 $ 575,513 2017 378,042 2018 23,200 2019 and beyond — Total minimum lease payments $ 976,755 |
Note 19 - Selected Quarterly 39
Note 19 - Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | (in thousands, except per share data) Quarters Ended March 31 June 30 September 30 December 31 201 5 Total revenue $ 125 $ 125 $ 125 $ 125 Net loss (7,005 ) (5,675 ) (4,267 ) (5,514 ) Basic and diluted net loss per share (0.35 ) (0.27 ) (0.19 ) (0.24 ) 2014 Total revenue $ 125 $ 125 $ 125 $ 125 Net loss (5,423 ) (6,673 ) (6,942 ) (6,455 ) Basic and diluted net loss per share (0.33 ) (0.38 ) (0.35 ) (0.32 ) |
Note 1 - Summary of Significa40
Note 1 - Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Depreciation | $ 425,000 | $ 369,000 | $ 339,000 | |
Finite-Lived Patents, Gross | 63,125 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 49,375 | $ 41,500 | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Shares, Outstanding | 2,221,340 | 1,751,773 | 863,462 | |
Class of Warrant or Right, Outstanding | 5,894,675 | 5,069,815 | 3,170,520 | 1,747,478 |
Minimum [Member] | ||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Maximum [Member] | ||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 7 years |
Note 2 - Financial Condition (D
Note 2 - Financial Condition (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Financial Condition [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (218,130,360) | $ (195,073,702) |
Note 3 - Short-term Investmen42
Note 3 - Short-term Investments Available for Sale (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Note 3 - Short-term Investments Available for Sale (Details) [Line Items] | ||
Short-term Investments | $ 10,799,890 | $ 24,173,406 |
Short Term Investments Available For Sale [Member] | ||
Note 3 - Short-term Investments Available for Sale (Details) [Line Items] | ||
Short-term Investments | $ 10,799,890 | $ 24,173,406 |
Note 3 - Short-term Investmen43
Note 3 - Short-term Investments Available for Sale (Details) - Short-Term Investment by Bond Maturities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term investments | ||
Short-term investments | $ 10,803,748 | $ 24,189,438 |
Short-term investments | 10,799,890 | 24,173,406 |
Short-term investment maturities | ||
Short-term investments maturities | 10,803,748 | 24,189,438 |
Short-term investments maturities | 10,799,890 | 24,173,406 |
Certificate of Deposit [Member] | ||
Short-term investments | ||
Short-term investments | 4,800,000 | 5,000,000 |
Short-term investments | 4,798,810 | 4,996,568 |
Corporate Debt Securities [Member] | ||
Short-term investments | ||
Short-term investments | 6,003,748 | 19,189,438 |
Short-term investments | 6,001,080 | 19,176,838 |
Investment Maturing Within 3 Months [Member] | ||
Short-term investment maturities | ||
Short-term investments maturities | 10,803,748 | 16,881,490 |
Short-term investments maturities | $ 10,799,890 | 16,872,158 |
Investment Maturing Between 3 and 12 Months [Member] | ||
Short-term investment maturities | ||
Short-term investments maturities | 7,307,948 | |
Short-term investments maturities | $ 7,301,248 |
Note 3 - Short-term Investmen44
Note 3 - Short-term Investments Available for Sale (Details) - Investment Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investment Income [Abstract] | |||
Interest and dividends accrued and paid | $ 186,322 | $ 1,015,182 | $ 748,947 |
Accretion of investment premium | (122,998) | (913,261) | (669,344) |
Losses on investment maturity and sales, net | 264 | (24,727) | (92,346) |
$ 63,588 | $ 77,194 | $ (12,744) |
Note 3 - Short-term Investmen45
Note 3 - Short-term Investments Available for Sale (Details) - Investment Securities Gross Unrealized Losses and Fair Value by Investment Category - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Available for Sale (all unrealized holding gains and losses are less than 12 months at date of measurement) | ||
Total | $ 10,799,890 | $ 24,173,406 |
Total | (3,858) | (16,032) |
Corporate Debt Securities [Member] | ||
Available for Sale (all unrealized holding gains and losses are less than 12 months at date of measurement) | ||
Short-term investments with unrealized gains | 240,024 | |
Short-term investments with unrealized gains | 24 | |
Short-term investments with unrealized losses | 10,559,866 | 24,173,406 |
Short-term investments with unrealized losses | $ (3,882) | $ (16,032) |
Note 4 - Fair Values of Finan46
Note 4 - Fair Values of Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 | 0 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers into Level 3 | 0 | 0 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3 | $ 0 | $ 0 |
Note 4 - Fair Values of Financ
Note 4 - Fair Values of Financial Instruments (Details) - Assets and Liabilities at Fair Value on a Recurring Basis - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Short-term investments available for sale bonds – corporate issuances | $ 10,799,890 | $ 24,173,406 |
Non-recurring items as of December 31, 2014 | ||
Goodwill (Note 5) | 1,976,101 | 1,976,101 |
Recurring items as of December 31, 2015 | ||
Earn-out milestone liability (Note 12) | 13,921,412 | 13,663,710 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Short-term investments available for sale bonds – corporate issuances | 10,799,890 | 24,173,406 |
Recurring items as of December 31, 2015 | ||
Common stock warrant liability (Note 13) | 275,008 | |
Earn-out milestone liability (Note 12) | 13,921,412 | 13,663,710 |
Fair Value, Measurements, Nonrecurring [Member] | ||
Non-recurring items as of December 31, 2014 | ||
In-process research and development (Note 5) | 25,801,728 | |
Goodwill (Note 5) | 1,976,101 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Short-term investments available for sale bonds – corporate issuances | 10,799,890 | 24,173,406 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Recurring items as of December 31, 2015 | ||
Common stock warrant liability (Note 13) | 275,008 | |
Earn-out milestone liability (Note 12) | $ 13,921,412 | 13,663,710 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Non-recurring items as of December 31, 2014 | ||
In-process research and development (Note 5) | 25,801,728 | |
Goodwill (Note 5) | $ 1,976,101 |
Note 5 - Acquisition of EGEN,48
Note 5 - Acquisition of EGEN, Inc. (Details) - USD ($) | Aug. 02, 2016 | Dec. 31, 2014 | Jun. 10, 2014 | Jun. 20, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 09, 2014 | |
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 13,878,204 | |||||||||
Business Combination, Acquisition Related Costs | $ 1,385,263 | |||||||||
EGEN, Inc. [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 27,600,000 | $ 27,578,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 30,400,000 | $ 30,400,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 2,712,188 | 670,070 | 670,070 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 13,700,000 | $ 13,900,000 | $ 13,700,000 | $ 13,878,000 | [1] | |||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 13,900,000 | $ 13,700,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 257,702 | $ 213,949 | ||||||||
Goodwill, Acquired During Period | 2,000,000 | |||||||||
Business Combination, Acquisition Related Costs | $ 1,385,263 | |||||||||
EGEN, Inc. [Member] | Hercules Credit Agreement [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||||||
Loans Payable | $ 5,000,000 | |||||||||
EGEN, Inc. [Member] | In Process Research and Development [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 25,800,000 | |||||||||
EGEN, Inc. [Member] | Maximum [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 44,400,000 | |||||||||
EGEN, Inc. [Member] | Scenario, Forecast [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 670,070 | |||||||||
EGEN, Inc. [Member] | Ovarian Cancer Study Milestone [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 12,400,000 | |||||||||
EGEN, Inc. [Member] | Glioblastoma Multiforme Brain Cancer Study Milestone [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 12,000,000 | |||||||||
EGEN, Inc. [Member] | TheraSilence Technology Milestone [Member] | ||||||||||
Note 5 - Acquisition of EGEN, Inc. (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 6,000,000 | |||||||||
[1] | The total aggregate purchase price for the EGEN Acquisition included potential future Earn-Out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 million in future Earn-Out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company's risk-adjusted assessment of each milestone and utilizing a discount rate based on the estimated time to achieve the milestone. These milestone payments will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statement. As of December 31, 2015 and 2014, the Company fair valued these milestones at $13.9 million and $13.7 million, respectively. During 2015, the Company recognized a non-cash charge of $257,702 as a result of the change in the fair value of these milestones from December 31, 2014 and recognized a non-cash benefit of $213,949 during 2014 as a result of the change in the fair value of these milestones from June 20, 2014. |
Note 5 - Acquisition of EGEN,49
Note 5 - Acquisition of EGEN, Inc. (Details) - Fair Value of Consideration - USD ($) | Dec. 31, 2014 | Jun. 20, 2014 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consideration Paid at Closing | ||||||
Cash, net of cash acquired | $ 2,820,649 | |||||
Celsion common stock (2,712,188 shares valued at $3.48 which was the last closing price of our common stock at the time of closing the transaction on June 20, 2014) | 10,850,977 | |||||
Future Consideration | ||||||
Earn-Out Payments (at fair value*) | $ 13,878,204 | |||||
EGEN, Inc. [Member] | ||||||
Consideration Paid at Closing | ||||||
Cash, net of cash acquired | $ 2,821,000 | |||||
Celsion common stock (2,712,188 shares valued at $3.48 which was the last closing price of our common stock at the time of closing the transaction on June 20, 2014) | 9,438,000 | |||||
Future Consideration | ||||||
Holdback Shares (670,070 shares of Celsion common stock which were discounted by 38% to reflect the cost of the restriction) | 1,441,000 | |||||
Earn-Out Payments (at fair value*) | $ 13,700,000 | $ 13,900,000 | $ 13,700,000 | 13,878,000 | [1] | |
Total fair value of consideration | $ 27,600,000 | $ 27,578,000 | ||||
[1] | The total aggregate purchase price for the EGEN Acquisition included potential future Earn-Out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 million in future Earn-Out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company's risk-adjusted assessment of each milestone and utilizing a discount rate based on the estimated time to achieve the milestone. These milestone payments will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statement. As of December 31, 2015 and 2014, the Company fair valued these milestones at $13.9 million and $13.7 million, respectively. During 2015, the Company recognized a non-cash charge of $257,702 as a result of the change in the fair value of these milestones from December 31, 2014 and recognized a non-cash benefit of $213,949 during 2014 as a result of the change in the fair value of these milestones from June 20, 2014. |
Note 5 - Acquisition of EGEN,50
Note 5 - Acquisition of EGEN, Inc. (Details) - Fair Value of Consideration (Parentheticals) - EGEN, Inc. [Member] - $ / shares | 1 Months Ended | 12 Months Ended | |
Jun. 20, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Common Stock, shares issued | 2,712,188 | 2,712,188 | |
Common Stock, price per share (in Dollars per share) | $ 3.48 | ||
Common Stock, shares to be issued | 2,712,188 | 670,070 | 670,070 |
Common Stock, discount | 38.00% |
Note 5 - Acquisition of EGEN,51
Note 5 - Acquisition of EGEN, Inc. (Details) - Summary of Estimated Fair Values of Acquired Assets and Liabilities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Note 5 - Acquisition of EGEN, Inc. (Details) - Summary of Estimated Fair Values of Acquired Assets and Liabilities [Line Items] | ||
Goodwill | $ 1,976,101 | $ 1,976,101 |
EGEN, Inc. [Member] | ||
Note 5 - Acquisition of EGEN, Inc. (Details) - Summary of Estimated Fair Values of Acquired Assets and Liabilities [Line Items] | ||
Property and equipment, net | 35,000 | |
In-process research and development | 25,802,000 | |
Goodwill | 1,976,000 | |
Total assets: | 27,813,000 | |
Accounts payable and accrued liabilities | (235,000) | |
Net assets acquired | $ 27,578,000 |
Note 5 - Acquisition of EGEN,52
Note 5 - Acquisition of EGEN, Inc. (Details) - Pro Forma Information - EGEN, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 5 - Acquisition of EGEN, Inc. (Details) - Pro Forma Information [Line Items] | ||
Revenues | $ 500,000 | $ 627,628 |
Loss from operations | (24,898,725) | (18,247,339) |
Net loss applicable to common shareholders | $ (25,662,572) | $ (15,952,832) |
Note 6 - Property and Equipme53
Note 6 - Property and Equipment (Details) - Property, Plant, and Equipment Useful Life - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 2,913,355 | $ 2,804,014 |
Less accumulated depreciation and amortization | (2,058,483) | (1,633,517) |
Total | 854,872 | 1,170,497 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 2,398,613 | 2,298,516 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 244,923 | 235,679 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 269,819 | $ 269,819 |
Note 6 - Property and Equipme54
Note 6 - Property and Equipment (Details) - Property, Plant, and Equipment Useful Life (Parentheticals) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | 7 years |
Note 7 - Other Accrued Liabil55
Note 7 - Other Accrued Liabilities (Details) - Accrued Liabilities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Amounts due to Contract Research Organizations and other contractual agreements | $ 571,615 | $ 857,730 |
Accrued payroll and related benefits | 947,078 | 961,440 |
Accrued professional fees | 319,200 | 502,300 |
Accrued interest on notes payable | 62,136 | 96,875 |
Other | 19,740 | 38,020 |
Total | $ 1,919,769 | $ 2,456,365 |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Jun. 10, 2014 | Jun. 10, 2014 | Nov. 25, 2013 | Mar. 31, 2015 | Jun. 20, 2014 | Nov. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2013 | Jun. 10, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2015 | Jun. 09, 2014 | Dec. 31, 2012 |
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.37 | $ 6.37 | $ 8.18 | $ 10.65 | $ 15.17 | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 64.74% | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.13% | |||||||||||||||||
Fair Value Assumptions, Expected Term | 1 year 3 months | |||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | 0.00% | ||||||||||||||||
Increase (Decrease) in Other Operating Assets | $ (257,702) | $ 213,949 | ||||||||||||||||
Gain/(loss) from change in Valuation of Common Stock Warrant Liability | $ (18,018) | (61,246) | 204,279 | $ 8,090,636 | ||||||||||||||
Common Stock Warrant Liability | $ 0 | $ 0 | $ 275,008 | 3,026 | $ 4,283,932 | |||||||||||||
336,254 | $ (3,809,730) | |||||||||||||||||
Number of Warrants Issued (in Shares) | 1,950,000 | 1,801,802 | 1,341,382 | |||||||||||||||
Oxford and Horizon [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Repayments of Lines of Credit | $ 4,000,000 | |||||||||||||||||
Hercules Warrant [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Deferred Finance Costs, Net | $ 521,763 | |||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 104.00% | 99.71% | ||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.69% | 1.98% | ||||||||||||||||
Fair Value Assumptions, Expected Term | 4 years 6 months | 4 years | ||||||||||||||||
Share Price (in Dollars per share) | $ 3.07 | $ 3.07 | $ 3.07 | |||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | |||||||||||||||||
Increase (Decrease) in Other Operating Assets | $ (521,763) | |||||||||||||||||
Adjustments to Additional Paid in Capital, Other | (521,763) | |||||||||||||||||
Gain/(loss) from change in Valuation of Common Stock Warrant Liability | 18,018 | $ 61,246 | ||||||||||||||||
Common Stock Warrant Liability | 0 | 0 | 0 | |||||||||||||||
$ 336,254 | ||||||||||||||||||
Number of Warrants Issued (in Shares) | 97,493 | 97,493 | ||||||||||||||||
Hercules [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | |||||||||||||||||
Oxford & Horizon Warrants [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Deferred Finance Costs, Net | $ 73,654 | $ 73,654 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 13.14 | $ 13.14 | ||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 74.30% | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.10% | |||||||||||||||||
Fair Value Assumptions, Expected Term | 3 years 6 months | |||||||||||||||||
Share Price (in Dollars per share) | $ 12.60 | $ 12.60 | ||||||||||||||||
Note Stock Conversion Rate | 3.00% | |||||||||||||||||
Number of Warrants Issued (in Shares) | 11,415 | |||||||||||||||||
Warrants Issued Expiration Period | 7 years | |||||||||||||||||
Hercules Credit Agreement [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Interest Expense, Debt | $ 918,465 | $ 892,188 | ||||||||||||||||
Amortization of Financing Costs | 438,717 | $ 433,839 | ||||||||||||||||
Hercules Credit Agreement [Member] | Hercules [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 20,000,000 | |||||||||||||||||
Proceeds from Lines of Credit | $ 5,000,000 | $ 5,000,000 | $ 10,000,000 | |||||||||||||||
Interest Only Payments, Period | 12 months | |||||||||||||||||
Amortization Period for Principal and Interest | 30 months | |||||||||||||||||
Deferred Finance Costs, Net | $ 122,378 | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 230,000 | |||||||||||||||||
Line of Credit Facility, Original Loan Fee, Percent | 3.50% | |||||||||||||||||
Deferred Finance Costs, Gross | $ 350,000 | |||||||||||||||||
Hercules Credit Agreement [Member] | Hercules [Member] | Prime Rate [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 11.50% | 11.25% | ||||||||||||||||
Hercules Credit Agreement [Member] | Hercules Warrant [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.59 | |||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 102.00% | |||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.37% | |||||||||||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||
Share Price (in Dollars per share) | $ 3.55 | |||||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | |||||||||||||||||
Oxford and Horizon Credit Agreement [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||||||||||||||
Deferred Finance Costs, Net | $ 217,715 | 217,715 | ||||||||||||||||
Interest Expense, Debt | $ 146,874 | |||||||||||||||||
Amortization of Financing Costs | $ 31,560 | |||||||||||||||||
Loan Tranche Amount | $ 5,000,000 | |||||||||||||||||
Repayments of Secured Debt | $ 4,100,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.75% | |||||||||||||||||
Oxford [Member] | Oxford and Horizon Credit Agreement [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Percentage Funded by Certain Lender | 50.00% | |||||||||||||||||
Horizon [Member] | Oxford and Horizon Credit Agreement [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Percentage Funded by Certain Lender | 50.00% | |||||||||||||||||
First 50 Percent [Member] | Hercules Warrant [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 260,928 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 97,493 | |||||||||||||||||
First 50 Percent [Member] | Hercules Credit Agreement [Member] | Hercules Warrant [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 97,493 | |||||||||||||||||
Second 50 Percent [Member] | Hercules Warrant [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 215,333 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 97,493 | |||||||||||||||||
Second 50 Percent [Member] | Hercules Credit Agreement [Member] | Hercules Warrant [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 97,493 | 97,493 | 97,493 | |||||||||||||||
EGEN, Inc. [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||||||||||||||
Share Price (in Dollars per share) | $ 3.48 | $ 3.48 | ||||||||||||||||
EGEN, Inc. [Member] | Hercules Credit Agreement [Member] | ||||||||||||||||||
Note 8 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 3,000,000 |
Note 8 - Notes Payable (Detai57
Note 8 - Notes Payable (Details) - Future Principal Payments Due on the Credit Agreement - Hercules Credit Agreement [Member] | Dec. 31, 2015USD ($) |
Note 8 - Notes Payable (Details) - Future Principal Payments Due on the Credit Agreement [Line Items] | |
2,016 | $ 4,099,847 |
2,017 | 2,245,923 |
2018 and thereafter | 0 |
Total | $ 6,345,770 |
Note 9 - Income Taxes (Details)
Note 9 - Income Taxes (Details) - USD ($) $ in Thousands | Jun. 03, 2013 | Feb. 05, 2013 | Jul. 25, 2011 | Jun. 01, 2015 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | |||||
Operating Loss Carryforwards | $ 34,000 | $ 34,000 | $ 90,000 | $ 31,000 | $ 181,158 |
Operating Loss Carry Forwards Limitation on Use | $ 1,500 | $ 1,400 | $ 4,900 | $ 1,600 |
Note 9 - Income Taxes (Detail59
Note 9 - Income Taxes (Details) - Reconciliation of the Company's Statutory Tax Rate to the Effective Rate | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the Company's Statutory Tax Rate to the Effective Rate [Abstract] | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
State taxes, net of federal tax benefit | 5.50% | 5.50% | 5.90% |
Recapture of alternative minimum tax | 0.00% | 0.00% | 0.00% |
Valuation allowance | (39.50%) | (39.50%) | (39.90%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Note 9 - Income Taxes (Detail60
Note 9 - Income Taxes (Details) - Components of the Company's Deferred Tax Asset - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components of the Company's Deferred Tax Asset [Abstract] | ||
Net operating loss carry forwards | $ 71,557 | $ 64,021 |
Compensation expense related to employee stock options | 4,953 | 4,235 |
Subtotal | 76,510 | 68,255 |
Valuation allowance | $ (76,510) | $ (68,255) |
Note 9 - Income Taxes (Detail61
Note 9 - Income Taxes (Details) - Approximate Amount Of Unused Operating Loss Carry Forwards and Expiration Dates - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 01, 2015 | Jun. 03, 2013 | Feb. 05, 2013 | Jul. 25, 2011 |
Operating Loss Carryforwards [Line Items] | |||||
$ | $ 181,158 | $ 31,000 | $ 34,000 | $ 34,000 | $ 90,000 |
Expires 2022 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 4,843 | ||||
Expires 2023 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 2,293 | ||||
Expires 2024 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 15,647 | ||||
Expires 2025 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 8,168 | ||||
Expires 2026 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 7,361 | ||||
Expires 2028 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 11,905 | ||||
Expires 2029 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 18,547 | ||||
Expires 2030 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 18,145 | ||||
Expires 2031 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 21,386 | ||||
Expires 2032 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 20,558 | ||||
Expires 2033 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 10,321 | ||||
Expires 2034 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | 22,906 | ||||
Expires 2035 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Amount of unused operating loss carry forwards | $ 19,078 |
Note 10 - Stockholders' Equit62
Note 10 - Stockholders' Equity (Details) - USD ($) | May. 27, 2015 | Jan. 15, 2014 | Oct. 28, 2013 | Jun. 03, 2013 | May. 30, 2013 | Feb. 22, 2013 | Feb. 02, 2013 | Feb. 01, 2013 | Sep. 30, 2015 | Jun. 20, 2014 | Feb. 26, 2013 | Sep. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Oct. 02, 2015 | Jan. 31, 2015 | Feb. 21, 2013 | Dec. 31, 2012 |
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Shelf Registration Statement Amount (in Dollars) | $ 75,000,000 | |||||||||||||||||||
Proceed From Exercise Of Warrants And Options (in Dollars) | $ 400,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 30,893 | |||||||||||||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 0 | $ 0 | $ 184,047 | |||||||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 0 | $ 0 | $ 261,944 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.37 | $ 8.18 | $ 10.65 | $ 6.37 | $ 15.17 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 18,217,852 | |||||||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 7,736,443 | $ 13,788,811 | $ 15,622,955 | |||||||||||||||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 0.00% | |||||||||||||||||||
Conversion of Stock, Shares Issued | 15,833 | |||||||||||||||||||
Reclassification From Equity to Liability (in Dollars) | $ 9,100,000 | $ 476,261 | $ 9,110,302 | |||||||||||||||||
May 2015 Common Stock Offering [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||||||||||||||
Share Price (in Dollars per share) | $ 2.675 | |||||||||||||||||||
Proceeds from Issuance of Common Stock, Gross (in Dollars) | $ 8,000,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.60 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.65 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,950,000 | |||||||||||||||||||
January 2014 Common Stock Offering [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,603,604 | |||||||||||||||||||
Share Price (in Dollars per share) | $ 4.1625 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.10 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,801,802 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 15,000,000 | |||||||||||||||||||
Common Stock, Shares Per Unit | 1 | |||||||||||||||||||
ATM Agreement [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,479,535 | |||||||||||||||||||
Aggregate Offering Price (in Dollars) | $ 25,000,000 | $ 17,400,000 | ||||||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 7,400,000 | |||||||||||||||||||
Commission on Proceeds from ATM Shares, Percent | 3.00% | |||||||||||||||||||
Legal Fees (in Dollars) | $ 50,000 | |||||||||||||||||||
Common Stock, Shares Authorized | 7,500,000 | |||||||||||||||||||
February 2013 Preferred Stock Offering [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5.31 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,341,382 | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 15,000,000 | |||||||||||||||||||
Warrants Issued Expiration Period | 5 years | |||||||||||||||||||
Warrants and Rights Outstanding (in Dollars) | $ 5,400,000 | |||||||||||||||||||
Conversion of Stock, Shares Issued | 2,682,764 | |||||||||||||||||||
February 2013 Preferred Stock Offering [Member] | Series A Convertible Preferred Stock (Member) | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 15,000.00422 | |||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,682,764 | |||||||||||||||||||
Dividends Payable, Current (in Dollars) | $ 4,600,000 | |||||||||||||||||||
Conversion of Stock, Shares Converted | 15,000.00422 | |||||||||||||||||||
May 2013 Common Stock Offering [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,392,109 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 9,800,000 | |||||||||||||||||||
Series A Warrant [Member] | January 2014 Common Stock Offering [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.25 | |||||||||||||||||||
Series B Warrant [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,901 | |||||||||||||||||||
Series B Warrant [Member] | January 2014 Common Stock Offering [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.25 | |||||||||||||||||||
Waived Warrants [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,398,816 | |||||||||||||||||||
Reclassification From Equity to Liability (in Dollars) | $ 9,100,000 | |||||||||||||||||||
Reclassification from Liability to Equity (in Dollars) | $ 5,300,000 | |||||||||||||||||||
EGEN, Inc. [Member] | ||||||||||||||||||||
Note 10 - Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Share Price (in Dollars per share) | $ 3.48 | $ 3.48 | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,712,188 | 2,712,188 | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,712,188 | 670,070 | 670,070 |
Note 10 - Stockholders' Equit63
Note 10 - Stockholders' Equity (Details) - Assumptions Used in the Valuation of the Warrants Associated with Preferred Stock Offering | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Oct. 28, 2013 | Jun. 03, 2013 | Dec. 31, 2015 | |
Assumptions Used in the Valuation of the Warrants Associated with Preferred Stock Offering [Abstract] | |||
Risk-free interest rate | 0.78% | ||
Expected volatility | 102.23% | ||
Expected life (in years) | 5 years | ||
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Note 10 - Stockholders' Equit64
Note 10 - Stockholders' Equity (Details) - Waived Warrants - $ / shares | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 28, 2013 | Jun. 03, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock associated with waived warrants (in Shares) | 5,894,675 | 5,069,815 | 3,170,520 | 1,747,478 | ||
Strike price | $ 6.37 | $ 8.18 | $ 10.65 | $ 15.17 | ||
Per share fair value | $ 6.37 | $ 8.18 | $ 10.65 | $ 15.17 | ||
February 26, 2018 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock associated with waived warrants (in Shares) | 1,323,496 | |||||
Expiration date of waived warrants | Feb. 26, 2018 | |||||
Strike price | $ 5.31 | |||||
Per share fair value | $ 5.31 | |||||
July 25, 2016 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock associated with waived warrants (in Shares) | 31,243 | |||||
Expiration date of waived warrants | Jul. 25, 2016 | |||||
Strike price | $ 18.99 | |||||
Per share fair value | $ 18.99 | |||||
July 6, 2016 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock associated with waived warrants (in Shares) | 12,628 | |||||
Expiration date of waived warrants | Jul. 6, 2016 | |||||
Strike price | $ 14.09 | |||||
Per share fair value | $ 14.09 | |||||
November 25, 2017 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares of common stock associated with waived warrants (in Shares) | 31,448 | |||||
Expiration date of waived warrants | Nov. 25, 2017 | |||||
Strike price | $ 12.47 | |||||
Per share fair value | $ 12.47 | |||||
Estimate of Fair Value Measurement [Member] | February 26, 2018 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Strike price | $ 3.86 | $ 6.60 | ||||
Per share fair value | 3.86 | 6.60 | ||||
Estimate of Fair Value Measurement [Member] | July 25, 2016 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Strike price | 2.10 | 4.41 | ||||
Per share fair value | 2.10 | 4.41 | ||||
Estimate of Fair Value Measurement [Member] | July 6, 2016 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Strike price | 2.40 | 4.81 | ||||
Per share fair value | 2.40 | 4.81 | ||||
Estimate of Fair Value Measurement [Member] | November 25, 2017 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Strike price | 3.16 | 5.56 | ||||
Per share fair value | $ 3.16 | $ 5.56 |
Note 10 - Stockholders' Equit65
Note 10 - Stockholders' Equity (Details) - Assumptions for Valuation of Waived Warrants Associated with Common Stock Offering | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Oct. 28, 2013 | Jun. 03, 2013 | Dec. 31, 2015 | |
Note 10 - Stockholders' Equity (Details) - Assumptions for Valuation of Waived Warrants Associated with Common Stock Offering [Line Items] | |||
Risk-free interest rate | 0.78% | ||
Expected volatility | 102.23% | ||
Expected life (in years) | 5 years | ||
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Waived Warrants [Member] | Minimum [Member] | |||
Note 10 - Stockholders' Equity (Details) - Assumptions for Valuation of Waived Warrants Associated with Common Stock Offering [Line Items] | |||
Risk-free interest rate | 0.59% | 0.50% | |
Expected volatility | 105.10% | 102.90% | |
Expected life (in years) | 2 years 255 days | 3 years 36 days | |
Waived Warrants [Member] | Maximum [Member] | |||
Note 10 - Stockholders' Equity (Details) - Assumptions for Valuation of Waived Warrants Associated with Common Stock Offering [Line Items] | |||
Risk-free interest rate | 1.31% | 1.03% | |
Expected volatility | 111.80% | 110.90% | |
Expected life (in years) | 4 years 109 days | 4 years 255 days |
Note 11 - Stock Based Compens66
Note 11 - Stock Based Compensation (Details) - USD ($) | 12 Months Ended | 132 Months Ended | |||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2007 | Dec. 31, 2014 | Dec. 31, 2004 | Dec. 31, 2001 | |
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 14,000 | 21,341 | 12,873 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 444,183 | 131,850 | 38,972 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 12,429 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,139,822 | 1,744,755 | 861,905 | 725,529 | 1,744,755 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 30,893 | ||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 1,828,896 | $ 2,513,042 | $ 1,235,437 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 88,500 | 26,250 | 111 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 7 years 6 months | ||||||||
Chief Executive Officer [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 95,555 | ||||||||
Stock Option Plan 2001 [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 148,148 | ||||||||
Stock Incentive Plan 2004 [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 148,148 | ||||||||
Stock Incentive Plan 2007 [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,444,444 | 944,444 | 444,444 | 222,222 | 3,444,444 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,500,000 | 500,000 | 222,222 | ||||||
Percentage Of Fair Market Value Of Shares | 100.00% | 100.00% | |||||||
Percentage Of Outstanding Stock Determining Factor For Incentive Stock Price | 10.00% | 10.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,040,950 | 187,888 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 444,183 | 131,850 | 41,379 | ||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 1,800,000 | $ 2,600,000 | $ 1,200,000 | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount (in Dollars) | 0 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 800,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 2.05 | $ 3.18 | $ 3.40 | ||||||
Minimum [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Minimum [Member] | Stock Incentive Plan 2007 [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Percentage Of Fair Market Value Of Shares | 110.00% | 110.00% | |||||||
Maximum [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||
Employee Stock Option [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,660,270 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,221,340 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,438,930 | ||||||||
Stock Incentive Plan 2007 [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 927,750 | ||||||||
Issued To Consultants For Services [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 5,555 | ||||||
Restricted Stock [Member] | |||||||||
Note 11 - Stock Based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 146 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested (in Dollars) | $ 157,000 |
Note 11 - Stock Based Compens67
Note 11 - Stock Based Compensation (Details) - Stock Option Activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option Activity [Abstract] | |||
Outstanding at January 1, 2013 | 1,744,755 | 861,905 | 725,529 |
Outstanding at January 1, 2013 | $ 7.20 | $ 12.30 | $ 14.63 |
Outstanding balance | 2,139,822 | 1,744,755 | 861,905 |
Outstanding balance | $ 5.64 | $ 7.20 | $ 12.30 |
Outstanding balance | 7 years 6 months | ||
Exercisable at December 31, 2015 | 1,315,201 | ||
Exercisable at December 31, 2015 | $ 7.51 | ||
Exercisable at December 31, 2015 | 6 years 6 months | ||
Granted | 839,250 | 1,014,700 | 187,777 |
Granted | $ 2.35 | $ 3.53 | $ 4.39 |
Exercised | (12,429) | ||
Exercised | $ 14.67 | ||
Canceled or expired | (444,183) | (131,850) | (38,972) |
Canceled or expired | $ 5.56 | $ 19.05 | $ 16.79 |
Note 11 - Stock Based Compens68
Note 11 - Stock Based Compensation (Details) - Summary of the Status of the Company's Non-Vested Restricted Stock Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of the Status of the Company's Non-Vested Restricted Stock Awards [Abstract] | |||
Non-vested stock awards outstanding | 7,018 | 2,109 | 4,297 |
Non-vested stock awards outstanding | $ 3.32 | $ 14.13 | $ 14.63 |
Granted | 88,500 | 26,250 | 111 |
Granted | $ 2.60 | $ 3.46 | $ 5.36 |
Vested and issued | (14,000) | (21,341) | (444) |
Vested and issued | $ 2.72 | $ 4.77 | $ 8.40 |
Forfeited | (1,855) | ||
Forfeited | $ 15.69 | ||
Non-vested stock awards outstanding | 81,518 | 7,018 | 2,109 |
Non-vested stock awards outstanding | $ 2.64 | $ 3.32 | $ 14.13 |
Note 11 - Stock Based Compens69
Note 11 - Stock Based Compensation (Details) - Summary of Stock Option Awards and Changes - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number (in Shares) | 2,139,822 | 1,744,755 | 861,905 | 725,529 |
Options Outstanding, Weighted Average Exercise Price | $ 5.64 | $ 7.20 | $ 12.30 | $ 14.63 |
Options Exercisable, Number (in Shares) | 1,315,201 | |||
Options Exercisable,Weighted Average Remaining Contractual Term (in years) | 6 years 6 months | |||
Range 1 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices, Lower Range | $ 1 | |||
Range of Exercise Prices, Upper Range | $ 2.99 | |||
Options Outstanding, Number (in Shares) | 725,166 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 9 years 146 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 2.33 | |||
Options Exercisable, Number (in Shares) | 161,867 | |||
Options Exercisable,Weighted Average Remaining Contractual Term (in years) | 9 years 73 days | |||
Options Exercisable, Weighted Average Exercise Price | $ 2.44 | |||
Range 2 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices, Lower Range | 3 | |||
Range of Exercise Prices, Upper Range | $ 5.99 | |||
Options Outstanding, Number (in Shares) | 915,195 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 109 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 3.99 | |||
Options Exercisable, Number (in Shares) | 653,873 | |||
Options Exercisable,Weighted Average Remaining Contractual Term (in years) | 7 years 328 days | |||
Options Exercisable, Weighted Average Exercise Price | $ 3.75 | |||
Range 3 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices, Lower Range | 6 | |||
Range of Exercise Prices, Upper Range | $ 12.99 | |||
Options Outstanding, Number (in Shares) | 337,183 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 4 years | |||
Options Outstanding, Weighted Average Exercise Price | $ 10.84 | |||
Options Exercisable, Number (in Shares) | 337,183 | |||
Options Exercisable,Weighted Average Remaining Contractual Term (in years) | 4 years | |||
Options Exercisable, Weighted Average Exercise Price | $ 10.82 | |||
Range 4 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices, Lower Range | 13 | |||
Range of Exercise Prices, Upper Range | $ 19.99 | |||
Options Outstanding, Number (in Shares) | 92,414 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 4 years 109 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 14.36 | |||
Options Exercisable, Number (in Shares) | 92,414 | |||
Options Exercisable,Weighted Average Remaining Contractual Term (in years) | 4 years 109 days | |||
Options Exercisable, Weighted Average Exercise Price | $ 14.36 | |||
Range 5 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number (in Shares) | 69,864 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 2 years 73 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 24.85 | |||
Options Exercisable, Number (in Shares) | 69,864 | |||
Options Exercisable,Weighted Average Remaining Contractual Term (in years) | 2 years 73 days | |||
Options Exercisable, Weighted Average Exercise Price | $ 24.85 |
Note 11 - Stock Based Compens70
Note 11 - Stock Based Compensation (Details) - Fair Value of Option Assumptions | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||
Oct. 28, 2013 | Jun. 03, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 11 - Stock Based Compensation (Details) - Fair Value of Option Assumptions [Line Items] | |||||
Risk-free interest rate | 0.78% | ||||
Expected volatility | 102.23% | ||||
Expected life (in years) | 5 years | ||||
Expected forfeiture rate | 0.00% | 0.00% | 0.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Employee Stock Option [Member] | |||||
Note 11 - Stock Based Compensation (Details) - Fair Value of Option Assumptions [Line Items] | |||||
Risk-free interest rate | |||||
Expected life (in years) | 10 years | 10 years | |||
Expected forfeiture rate | 5.00% | 5.00% | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Employee Stock Option [Member] | Minimum [Member] | |||||
Note 11 - Stock Based Compensation (Details) - Fair Value of Option Assumptions [Line Items] | |||||
Risk-free interest rate | 1.57% | 2.31% | 0.85% | ||
Expected volatility | 92.90% | 94.30% | 83.40% | ||
Expected life (in years) | 5 years 3 months | ||||
Expected forfeiture rate | 5.00% | ||||
Employee Stock Option [Member] | Maximum [Member] | |||||
Note 11 - Stock Based Compensation (Details) - Fair Value of Option Assumptions [Line Items] | |||||
Risk-free interest rate | 2.93% | 2.75% | 1.19% | ||
Expected volatility | 104.10% | 100.70% | 97.90% | ||
Expected life (in years) | 6 years | ||||
Expected forfeiture rate | 7.50% |
Note 12 - Earn-out Milestone 71
Note 12 - Earn-out Milestone Liability (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 20, 2014 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Note 12 - Earn-out Milestone Liability (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 13,878,204 | ||||||
Gain (Loss) From Change in Fair Value of Earn-Out Milestone Liability | $ (257,702) | $ 213,494 | |||||
EGEN, Inc. [Member] | |||||||
Note 12 - Earn-out Milestone Liability (Details) [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 30,400,000 | $ 30,400,000 | 30,400,000 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 13,700,000 | $ 13,900,000 | $ 13,700,000 | 13,878,000 | [1] | ||
Gain (Loss) From Change in Fair Value of Earn-Out Milestone Liability | $ 213,949 | $ (257,702) | |||||
EGEN, Inc. [Member] | Minimum [Member] | |||||||
Note 12 - Earn-out Milestone Liability (Details) [Line Items] | |||||||
Risk-Adjusted Assessment of Each Milestone | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||
Estimated Time to Achieve the Milestone | 6 months | 1 year 73 days | 1 year 6 months | ||||
EGEN, Inc. [Member] | Maximum [Member] | |||||||
Note 12 - Earn-out Milestone Liability (Details) [Line Items] | |||||||
Risk-Adjusted Assessment of Each Milestone | 75.00% | 67.00% | 67.00% | 75.00% | 67.00% | ||
Estimated Time to Achieve the Milestone | 6 years 6 months | 6 years 6 months | 2 years 6 months | ||||
[1] | The total aggregate purchase price for the EGEN Acquisition included potential future Earn-Out Payments contingent upon achievement of certain milestones. The difference between the aggregate $30.4 million in future Earn-Out Payments and the $13.9 million included in the fair value of the acquisition consideration at June 20, 2014 was based on the Company's risk-adjusted assessment of each milestone and utilizing a discount rate based on the estimated time to achieve the milestone. These milestone payments will be fair valued at the end of each quarter and any change in their value will be recognized in the financial statement. As of December 31, 2015 and 2014, the Company fair valued these milestones at $13.9 million and $13.7 million, respectively. During 2015, the Company recognized a non-cash charge of $257,702 as a result of the change in the fair value of these milestones from December 31, 2014 and recognized a non-cash benefit of $213,949 during 2014 as a result of the change in the fair value of these milestones from June 20, 2014. |
Note 12 - Earn-out Milestone 72
Note 12 - Earn-out Milestone Liability (Details) - Summary of the Changes in the Earn-Out Milestone Liability - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of the Changes in the Earn-Out Milestone Liability [Abstract] | ||
Balance | $ 13,663,710 | |
Fair value of Earn-Out Payments at date of EGEN Purchase Agreement (Note 5) | $ 13,878,204 | |
Non-cash gain (loss) from the adjustment for the change in fair value | 257,702 | (213,494) |
Balance | $ 13,921,412 | $ 13,663,710 |
Note 13 - Warrants (Details)
Note 13 - Warrants (Details) - USD ($) | Jun. 10, 2014 | Nov. 25, 2013 | Jun. 03, 2013 | Mar. 31, 2015 | Oct. 28, 2013 | Sep. 30, 2009 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | Nov. 30, 2013 | May. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2012 |
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Number of Warrants Issued (in Shares) | 1,950,000 | 1,801,802 | 1,341,382 | ||||||||||||
Proceeds from Warrant Exercises | $ 0 | $ 0 | $ 261,944 | ||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 15,833 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.37 | $ 8.18 | $ 10.65 | $ 15.17 | |||||||||||
Reclassification From Equity to Liability | $ 9,100,000 | $ 476,261 | $ 9,110,302 | ||||||||||||
undefined | $ 336,254 | $ 5,300,572 | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.13% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 64.74% | ||||||||||||||
Fair Value Assumptions, Expected Term | 1 year 3 months | ||||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | 0.00% | |||||||||||||
Gain/(loss) from change in Valuation of Common Stock Warrant Liability | $ (18,018) | (61,246) | $ 204,279 | $ 8,090,636 | |||||||||||
Common Stock Warrant Liability | 0 | $ 275,008 | 3,026 | $ 4,283,932 | |||||||||||
336,254 | $ (3,809,730) | ||||||||||||||
September 2009 Registered Direct Offering [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,100,000 | ||||||||||||||
Proceeds from Issuance or Sale of Equity, Net | $ 6,300,000 | ||||||||||||||
Common Stock and Warrants Issued, Shares (in Shares) | 448,478 | ||||||||||||||
September 2009 Registered Direct Offering [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 224,239 | ||||||||||||||
Series B Warrant [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 900,901 | ||||||||||||||
September 2009 Warrants [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 23.58 | ||||||||||||||
Waived Warrant [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Waived (in Shares) | 1,398,816 | ||||||||||||||
Hercules Warrant [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Number of Warrants Issued (in Shares) | 97,493 | 97,493 | |||||||||||||
Warrants and Rights Outstanding | $ 336,254 | ||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.69% | 1.98% | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 104.00% | 99.71% | |||||||||||||
Fair Value Assumptions, Expected Term | 4 years 6 months | 4 years | |||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | ||||||||||||||
Gain/(loss) from change in Valuation of Common Stock Warrant Liability | 18,018 | 61,246 | |||||||||||||
Common Stock Warrant Liability | 0 | $ 0 | |||||||||||||
$ 336,254 | |||||||||||||||
Hercules Credit Agreement [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 194,986 | ||||||||||||||
Hercules Credit Agreement [Member] | Hercules Warrant [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.59 | ||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.37% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 102.00% | ||||||||||||||
Fair Value Assumptions, Expected Term | 5 years | ||||||||||||||
Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | ||||||||||||||
Oxford and Horizon Credit Agreement [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 11,415 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.04% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 40.90% | ||||||||||||||
Fair Value Assumptions, Expected Term | 3 months | ||||||||||||||
Minimum [Member] | September 2009 Warrants [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercisable Term | 6 months | ||||||||||||||
Maximum [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.66% | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 98.35% | ||||||||||||||
Fair Value Assumptions, Expected Term | 3 years 328 days | ||||||||||||||
Maximum [Member] | September 2009 Warrants [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercisable Term | 66 months | ||||||||||||||
Waived Warrant [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
undefined | $ 5,300,000 | ||||||||||||||
Warrant Liability [Member] | |||||||||||||||
Note 13 - Warrants (Details) [Line Items] | |||||||||||||||
undefined | $ 204,279 | $ 8,100,000 |
Note 13 - Warrants (Details) -
Note 13 - Warrants (Details) - Summary of Warrant Activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 13 - Warrants (Details) - Summary of Warrant Activity [Line Items] | |||
Warrants outstanding | 5,069,815 | 3,170,520 | 1,747,478 |
Warrants outstanding | $ 8.18 | $ 10.65 | $ 15.17 |
Weighted average remaining contractual terms (years) | 2 years 146 days | ||
Warrant Issued | 1,950,000 | 1,801,802 | 1,341,382 |
Warrant Issued | $ 2.60 | $ 4.10 | $ 5.31 |
Warrants expired during 2015 | (1,125,140) | ||
Warrants expired during 2015 | $ 7.98 | ||
Warrants exercised for common stock in 2013 | (15,833) | ||
Warrants exercised for common stock in 2013 | $ 14.63 | ||
Warrants outstanding | 5,894,675 | 5,069,815 | 3,170,520 |
Warrants outstanding | $ 6.37 | $ 8.18 | $ 10.65 |
Hercules Warrant [Member] | |||
Note 13 - Warrants (Details) - Summary of Warrant Activity [Line Items] | |||
Warrant Issued | 97,493 | 97,493 | |
Warrant Issued | $ 3.59 | $ 3.59 |
Note 13 - Warrants (Details) 75
Note 13 - Warrants (Details) - Fair Value of Warrants Assumptions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 13 - Warrants (Details) - Fair Value of Warrants Assumptions [Line Items] | ||
Risk-free interest rate | 0.13% | |
Expected volatility | 64.74% | |
Expected life (in years) | 1 year 3 months | |
Expected forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Note 13 - Warrants (Details) - Fair Value of Warrants Assumptions [Line Items] | ||
Risk-free interest rate | 0.04% | |
Expected volatility | 40.90% | |
Expected life (in years) | 3 months | |
Maximum [Member] | ||
Note 13 - Warrants (Details) - Fair Value of Warrants Assumptions [Line Items] | ||
Risk-free interest rate | 1.66% | |
Expected volatility | 98.35% | |
Expected life (in years) | 3 years 328 days |
Note 13 - Warrants (Details) 76
Note 13 - Warrants (Details) - Common Stock Warrant Liability - USD ($) | Jun. 03, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Common Stock Warrant Liability [Abstract] | ||||
Common Stock Warrant Liability | $ 275,008 | $ 3,026 | $ 4,283,932 | |
Fair value of warrants classified as liability | $ 9,100,000 | 476,261 | 9,110,302 | |
Fair value of warrants classified as equity | (336,254) | (5,300,572) | ||
Gain (loss) from the adjustment for the change in fair value included in net income (loss) | 61,246 | (204,279) | (8,090,636) | |
Common Stock Warrant Liability | $ 0 | $ 275,008 | $ 3,026 |
Note 14 - Celsion Employee Be77
Note 14 - Celsion Employee Benefit Plans (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2008 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Disclosure Text Block Supplement [Abstract] | ||||
Minimum Age For Employee Benefit Plan | 21 | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3.00% | |||
Defined Benefit Plan, Contributions by Employer | $ 80,408 | $ 56,875 | $ 57,239 |
Note 15 - Licenses of Intelle78
Note 15 - Licenses of Intellectual Property and Patents (Details) | 12 Months Ended | 194 Months Ended | ||
Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Jan. 31, 2003USD ($)shares | |
Disclosure Text Block [Abstract] | ||||
Number Of Days Before Issuance Factoring Into Average Closing Price | 20 days | |||
Amount Of Time After Effective Date Of License Agreement For Registration Rights To Take Place | 1 year | |||
Common Stock, Shares, Issued | shares | 23,395,211 | 23,395,211 | 20,097,603 | 253,691 |
Common Stock, Value, Issued | $ | $ 233,952 | $ 233,952 | $ 200,976 | $ 2,200,000 |
Number Of Trademark Protection Application Pending For Thermo Dox | 14 |
Note 16 - Technology Developm79
Note 16 - Technology Development and Licensing Agreements (Details) - USD ($) | Jan. 18, 2013 | Mar. 30, 2013 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2013 |
Note 16 - Technology Development and Licensing Agreements (Details) [Line Items] | ||||||
Contractual Obligation | $ 571,615 | $ 857,730 | ||||
Deferred Revenue | $ 5,000,000 | |||||
Deferred Revenue Amortization Period | 10 years | |||||
Hisun [Member] | ||||||
Note 16 - Technology Development and Licensing Agreements (Details) [Line Items] | ||||||
Contractual Obligation | $ 685,787 | |||||
Proceeds from License Fees Received | $ 5,000,000 |
Note 17 - Contingent Liabilit80
Note 17 - Contingent Liabilities and Commitments (Details) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2015USD ($) | Jun. 30, 2014USD ($)ft² | Apr. 30, 2014USD ($) | Apr. 30, 2013USD ($) | Apr. 30, 2012USD ($) | Jul. 31, 2011ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Note 17 - Contingent Liabilities and Commitments (Details) [Line Items] | |||||||||
Payments for Rent | $ 570,078 | $ 425,443 | $ 184,790 | ||||||
Contractual Obligation | $ 571,615 | $ 857,730 | |||||||
Reduction of Escrow Deposit | $ 50,000 | $ 50,000 | $ 50,000 | ||||||
Standby Letters of Credit [Member] | |||||||||
Note 17 - Contingent Liabilities and Commitments (Details) [Line Items] | |||||||||
Contractual Obligation Reduction Nineteen Months from Initial Term | $ 50,000 | ||||||||
Contractual Obligation Reduction Forty-Three Months from Initial Term | 50,000 | ||||||||
Contractual Obligation Reduction Thirty-One Months from Initial Term | 50,000 | ||||||||
Contractual Obligation Remaining | 100,000 | ||||||||
Lawrenceville, New Jersey [Member] | |||||||||
Note 17 - Contingent Liabilities and Commitments (Details) [Line Items] | |||||||||
Area of Real Estate Property (in Square Feet) | ft² | 10,870 | ||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 66 months | ||||||||
Number of Months in Which Free Rent is Provided | 6 months | ||||||||
Payments for Rent | 23,000 | ||||||||
Escrow Deposit Related To Operating Lease | 250,000 | ||||||||
Lawrenceville, New Jersey [Member] | Standby Letters of Credit [Member] | |||||||||
Note 17 - Contingent Liabilities and Commitments (Details) [Line Items] | |||||||||
Contractual Obligation | $ 250,000 | ||||||||
Premises Located in Huntsville, Alabama [Member] | |||||||||
Note 17 - Contingent Liabilities and Commitments (Details) [Line Items] | |||||||||
Area of Real Estate Property (in Square Feet) | ft² | 11,500 | ||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 25 months | ||||||||
Operating Leases, Monthly Rent Payment | $ 23,200 |
Note 17 - Contingent Liabilit81
Note 17 - Contingent Liabilities and Commitments (Details) - Summary of the Future Minimum Payments Required Under Leases | Dec. 31, 2015USD ($) |
Summary of the Future Minimum Payments Required Under Leases [Abstract] | |
2,016 | $ 575,513 |
2,017 | 378,042 |
2,018 | 23,200 |
Total minimum lease payments | $ 976,755 |
Note 19 - Selected Quarterly 82
Note 19 - Selected Quarterly Financial Data (Unaudited) (Details) - Selected Quarterly Financial Data - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
2,015 | |||||||||||
Total revenue | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | |||
Net loss | $ (5,514,000) | $ (4,267,000) | $ (7,005,000) | $ (6,455,000) | $ (6,942,000) | $ (6,673,000) | $ (5,423,000) | $ (5,675,000) | $ (22,461,084) | $ (25,494,273) | $ (8,251,358) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.24) | $ (0.19) | $ (0.35) | $ (0.32) | $ (0.35) | $ (0.38) | $ (0.33) | $ (0.27) |