Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 18, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | VOLITIONRX LTD | ||
Entity Central Index Key | 93314 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 17,934,715 | ||
Entity Public Float | $11,973,676 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||
Cash | $2,138,964 | $888,704 |
Prepaid expenses | 144,095 | 82,135 |
Other current assets | 52,659 | 34,612 |
Total Current Assets | 2,335,718 | 1,005,451 |
Property and equipment, net | 288,585 | 63,265 |
Intangible assets, net | 808,726 | 1,002,043 |
Total Assets | 3,433,029 | 2,070,759 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 797,909 | 518,086 |
Management and directors' fees payable | 146,016 | 222,294 |
Derivative Liability | 1,577,640 | |
Deferred grant income | 191,512 | 216,894 |
Total Current Liabilities | 2,713,077 | 957,274 |
Grant repayable | 351,773 | 432,811 |
Total Liabilities | 3,064,850 | 1,390,085 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock Authorized: 1,000,000 shares, at $0.001 par value Issued and outstanding: Nil shares and Nil respectively | ||
Common Stock Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 14,691,332 shares and 11,679,757 respectively | 14,691 | 11,680 |
Additional paid-in capital | 19,966,771 | 12,024,711 |
Accumulated other comprehensive loss | -103,832 | -59,795 |
Accumulated Deficit | -19,509,451 | -11,295,922 |
Total Stockholders' Equity | 368,179 | 680,674 |
Total Liabilities and Stockholders' Equity | $3,433,029 | $2,070,759 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, par value | $0.00 | $0.00 |
Peferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding | ||
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 14,691,332 | 11,679,757 |
Common Stock, shares outstanding | 14,691,332 | 11,679,757 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements Of Operations And Comprehensive Loss | ||
Revenue | $14,785 | |
Expenses | ||
General and administrative | 299,051 | 434,006 |
Professional fees | 533,716 | 621,722 |
Salaries and office administrative fees | 1,075,410 | 666,419 |
Research and development | 4,044,023 | 2,503,765 |
Impairment of patents | 350,000 | |
Total Operating Expenses | 5,952,200 | 4,575,912 |
Net Operating Loss | -5,937,415 | -4,575,912 |
Grants received | 143,987 | 865,623 |
Loss on derivative liabilities | -2,420,101 | |
Net Other Income/(Expenses) | -2,276,114 | 865,623 |
Provision for Income Taxes | ||
Net Loss | -8,213,529 | -3,710,289 |
Other Comprehensive Loss | ||
Foreign currency translation adjustments | -44,037 | -25,519 |
Total Other Comprehensive Loss | -44,037 | -25,519 |
Net Comprehensive Loss | ($8,257,566) | ($3,735,808) |
Net Loss per Share - Basic and Diluted | ($0.61) | ($0.34) |
Weighted Average Shares Outstanding - Basic and Diluted | 13,435,253 | 10,832,369 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | ||
Net loss | ($8,213,529) | ($3,710,289) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 142,131 | 146,396 |
Impairment of intangible asset | 350,000 | |
Stock based compensation | 767,483 | 282,012 |
Common stock and warrants issued for services | 708,182 | 472,425 |
Amortization of stock issued in advance of services | 250,833 | |
Non-operating income - grants received | -143,987 | -865,623 |
Loss on derivative re-measurement | 1,424,554 | |
Derivative expense | 995,547 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | -78,335 | -50,621 |
Other current assets | -24,731 | 5,964 |
Accounts payable and accrued liabilities | 281,860 | 34,697 |
Net Cash Used In Operating Activities | -4,140,825 | -3,084,206 |
Investing Activities | ||
Purchases of property and equipment | -302,989 | -714 |
Net Cash Used in Investing Activities | -302,989 | -714 |
Financing Activities | ||
Net proceeds from issuance of common shares | 5,626,945 | 2,828,250 |
Grants received | 143,987 | 819,575 |
Grants repaid | -33,166 | |
Repayment of note payable | -54,396 | |
Net Cash Provided By Financing Activities | 5,737,766 | 3,593,429 |
Effect of foreign exchange on cash | -43,692 | 3,774 |
Increase in Cash | 1,250,260 | 512,283 |
Cash - Beginning of Period | 888,704 | 376,421 |
Cash - End of Period | 2,138,964 | 888,704 |
Supplemental Disclosures of Cash Flow Information | ||
Interest paid | 10,541 | |
Income tax paid | ||
Non Cash Financing Activities: | ||
Change in Derivative Liability after settlement of warrants | 3,924,967 | |
Common stock issued for debt |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Common Stock | Additional Paid-In Capital | Other Comprehensive Loss | Deficit Accumulated During the Development Stage | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $10,192 | $8,443,512 | ($34,276) | ($7,585,633) | $833,795 |
Beginning Balance, Shares at Dec. 31, 2012 | 10,191,562 | ||||
Common stock issued for cash, Amount | 1,433 | 2,826,817 | 2,828,250 | ||
Common stock issued for cash, Shares | 1,432,712 | ||||
Common stock issued for services, Amount | 15 | 30,735 | 30,750 | ||
Common stock issued for services, Shares | 15,000 | ||||
Common stock issued for debt, Amount | 40 | 84,967 | 85,007 | ||
Common stock issued for debt, Shares | 40,483 | ||||
Employee stock options granted for services | 282,012 | 282,012 | |||
Warrants granted for services | 356,668 | 356,668 | |||
Other comprehensive income (loss) | -25,519 | -25,519 | |||
Net loss | -3,710,289 | -3,710,289 | |||
Ending Balance, Amount at Dec. 31, 2013 | 11,680 | 12,024,711 | -59,795 | -11,295,922 | 680,674 |
Ending Balance, Shares at Dec. 31, 2013 | 11,679,757 | ||||
Common stock issued for cash, Amount | 2,835 | 3,257,497 | 3,260,332 | ||
Common stock issued for cash, Shares | 2,834,916 | ||||
Common stock issued for debt, Amount | 77 | 167,477 | 167,554 | ||
Common stock issued for debt, Shares | 77,481 | ||||
Direct offering costs | -457,472 | -457,472 | |||
Employee stock options granted for services | 767,483 | 767,483 | |||
Common stock issued under deferred contingency rights, Amount | 99 | -99 | |||
Common stock issued under deferred contingency rights, Shares | 99,178 | ||||
Warrants formerly derivative liability | 3,924,967 | 3,924,967 | |||
Warrants granted for services | 282,207 | 282,207 | |||
Other comprehensive income (loss) | -44,037 | -44,037 | |||
Net loss | -8,213,529 | -8,213,529 | |||
Ending Balance, Amount at Dec. 31, 2014 | $14,691 | $19,966,771 | ($103,832) | ($19,509,451) | $368,179 |
Ending Balance, Shares at Dec. 31, 2014 | 14,691,332 |
Nature_of_Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 1 - Nature of Operations | The Company was incorporated under the laws of the State of Delaware on September 24, 1998. On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter with Secretary of State of Delaware. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of “VolitionRX Limited”. The name change to VolitionRX Limited was approved by FINRA on October 7, 2011 and became effective on October 11, 2011. |
On October 6, 2011, the Company entered into a share exchange agreement with Singapore Volition Pte Ltd., a Singapore corporation, and the shareholders of Singapore Volition, which was incorporated on August 5, 2010. Pursuant to the terms of the share exchange agreement, the former shareholders of Singapore Volition Pte Ltd. held 85% of the issued and outstanding common shares of the Company. The issuance was deemed to be a reverse acquisition for accounting purposes. Singapore Volition Pte Ltd., the acquired entity, is regarded as the predecessor entity as of October 6, 2011. The number of shares outstanding and per share amounts has been restated to recognize the recapitalization. All comparative financial data in these financial statements is that of Singapore Volition Pte Ltd. | |
The Company’s principal business objective through its subsidiaries is to develop and bring to market diagnostic tests for cancer and other conditions. The tests are based on the science of Nucleosomics, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid – an indication that disease is present. The Company has one wholly-owned subsidiary, Singapore Volition Pte Ltd., which it acquired through a share exchange entered into on October 6, 2011. Singapore Volition Pte Ltd. has two wholly owned subsidiaries, Belgian Volition SA, which it acquired as of September 22, 2010, and Hypergenomics Pte Ltd., which it formed as of March 7, 2011. Following the acquisition of Singapore Volition Pte Ltd. the Company’s fiscal year end was changed from August 31 to December 31. The financial statements are prepared on a consolidated basis. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 2 - Going Concern | The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $19,509,451, has negative cash flows from operations, and currently has very limited revenues, which creates substantial doubt about its ability to continue as a going concern. |
The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations. Management's plan to address this need includes, (a) continued exercise of tight cost controls to conserve cash, (b) receiving additional grant funds, and (c) obtaining additional financing through debt or equity financing. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Notes to Financial Statements | ||
Note 3 - Summary of Significant Accounting Policies | Basis of Presentation | |
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
Principles of Consolidation | ||
The accompanying consolidated financial statements for the year ended December 31, 2014 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition Pte Ltd., Belgian Volition SA, and Hypergenomics Pte. Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2014 and December 31, 2013, the Company had $2,138,964 and $888,704, respectively in cash and cash equivalents. | ||
Basic and Diluted Net Loss Per Share | ||
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of December 31, 2014, 891,045 dilutive warrants and 966,716 potentially dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. | ||
Foreign Currency Translation | ||
The Company’s functional currency is the Euro and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss. | ||
Financial Instruments | ||
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | ||
Level 1 | ||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||
Level 2 | ||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||
Level 3 | ||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. During the year ended December 31, 2014, the Company issued warrants for services at fair market value of $300,016, and options under the 2011 Equity Incentive Plan at fair market value of $1,385,155. The Company also issued shares of common stock for services at fair market value of $nil. | ||
On February 26, 2014, the Company also issued 1,530,975 warrants at a fair market value of $4,078,054 and treated them as a derivative liability. | ||
On October 31, 2014, the 1,530,975 warrants had a fair market value of $5,359,341 and the Company amended the terms of 1,121,225 of these warrants. As a result of the amendment, 1,121,225 warrants ceased to be a derivative liability on that date and were transferred into Additional paid-in capital with a fair market value of $3,924,968, leaving a derivative liability with a fair market value of $1,434,373. | ||
As at 31, December 2014, the remaining 409,750 warrants in the derivative liability had a fair market value of $1,577,640 | ||
Income Taxes | ||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||
Comprehensive Loss | ||
ASC 220, Comprehensive Loss, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2014, the Company had $103,832 of accumulated other comprehensive loss, relating to foreign currency translation. | ||
Property and Equipment | ||
Property and equipment is stated at cost and is amortized on a straight-line basis, at the following rates: | ||
Computer Hardware | 3 years | |
Laboratory Equipment | 5 years | |
Office Furniture and Equipment | 5 years | |
Intangible Assets | ||
Intangible assets are stated at cost and are amortised on a straight line basis, at the following rates: | ||
Patents | 13 years and 20 years | |
Revenue Recognition | ||
The Company recognizes revenue when all of the following have occurred (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable and (iv) the ability to collect is reasonably assured. The Company recognized $14,785 for the sale of Research Use Only Kits during the year ended December 31, 2014. The Company had no revenue during the year ended December 31, 2013. | ||
Research and Development | ||
The Company follows the policy of expensing its research and development costs in the period in which they are incurred in accordance with ASC 730. The Company incurred research and development expenses of $4,044,023 and $2,503,765 during the years ended December 31, 2014 and 2013, respectively. | ||
Impairment of Long-Lived Assets | ||
In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. No impairment losses were recognized during the year ended December 31, 2014. The Company recognized impairment losses of $350,000 in respect of intangible assets during the year ended December 31, 2013. | ||
Stock-Based Compensation | ||
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period. | ||
Grants received | ||
The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income until it has been utilized for expenditure claimed. Funding received that is repayable is shown as a liability. | ||
Recent Accounting Pronouncements | ||
The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | ||
The Company has limited operations and is considered to be in the development stage. In the quarterly period ended September 30, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to the development stage. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 4 - Property and Equipment | The Company’s property and equipment consist of the following amounts as of December 31, 2014 and 2013: | ||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Depreciation | Value | |||||||||||
$ | $ | $ | |||||||||||
Computer hardware | 48,331 | 39,293 | 9,039 | ||||||||||
Laboratory equipment | 313,285 | 53,080 | 260,205 | ||||||||||
Office furniture and equipment | 31,745 | 12,403 | 19,341 | ||||||||||
393,361 | 104,776 | 288,585 | |||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Depreciation | Value | |||||||||||
$ | $ | $ | |||||||||||
Computer hardware | 56,672 | 45,437 | 11,235 | ||||||||||
Laboratory equipment | 67,272 | 26,636 | 40,635 | ||||||||||
Office furniture and equipment | 19,271 | 7,877 | 11,395 | ||||||||||
143,215 | 79,950 | 63,265 | |||||||||||
During the years ended December 31, 2014 and 2013, the Company recognized $47,095 and $31,517 in depreciation expense respectively. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 5 - Intangible Assets | The Company’s intangible assets consist of intellectual property, principally patents. The patents are being amortized over their remaining lives, which are 9 years and 16 years. | ||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,173,593 | 364,867 | 808,726 | ||||||||||
1,173,593 | 364,867 | 808,726 | |||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,314,559 | 312,516 | 1,002,043 | ||||||||||
1,314,559 | 312,516 | 1,002,043 | |||||||||||
During the year ended December 31, 2014 and 2013, the Company recognized $95,037 and $114,879 in amortization expense respectively. No impairment losses were recognized during the year ended December 31, 2014. During the year ended December 31, 2013 the Company recognized impairment losses of $350,000. | |||||||||||||
The Company amortizes the long-lived assets on a straight line basis with terms of 13 and 20 years. The annual estimated amortization schedule over the next five years is as follows: | |||||||||||||
2015 | $ | 87,315 | |||||||||||
2016 | $ | 87,315 | |||||||||||
2017 | $ | 87,315 | |||||||||||
2018 | $ | 87,315 | |||||||||||
2019 | $ | 87,315 | |||||||||||
The Company periodically reviews its long lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 as of December 31, 2014. The result of this review confirmed that the fair value of the patents exceeded their carrying value as of December 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 6 - Related Party Transactions | The Company contracts with a related party to rent office space, hire office support staff, and receive various consultancy services. See Note 13 for obligations under the contract. |
Amendment_of_Authorised_Stock
Amendment of Authorised Stock | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 7 - Amendment of Authorised Stock | As of September 19, 2013, the number of authorized shares of common stock was reduced from 200,000,000 shares to 100,000,000 shares at $0.001 par value, and 1,000,000 shares of preferred stock at $0.001 par value was authorized. |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 8 - Common Stock | 2014 |
On February 26, 2014, the Company issued 1,500,000 shares of common stock for a total of $3,000,000 at a price of $2.00 per share. Attached to these share issuances were 1,500,000 warrants, immediately exercisable for a period of five years at $2.20 per share. The warrants were valued at $3,955,546 using the Black-Scholes Option Pricing model using the following assumptions: Five year term, $2.68 stock price, $2.20 exercise price, 239% volatility, 1.50% risk free rate. Agents received 30,975 warrants, exercisable on the same terms as the warrants issued for cash subscriptions, and valued at $82,507 on the same basis as above. Due to a ratchet provision in the warrant agreement effective for the twelve months to February 26, 2015, all the foregoing warrants have been treated as a derivative liability in accordance with ASC 815. Other fees and expenses directly attributable to agents in respect of these issuances were $147,186 in cash, and $25,900 settled by the issue of shares of common stock. Legal expenses directly attributable to the issuances amounted to $84,879. | |
On February 26, 2014, the Company issued 16,667 shares of common stock to settle liabilities for services valued at $35,000, at a price of $2.10 per share. | |
On March 25, 2014, the Company issued 12,334 shares of common stock to settle liabilities for services valued at $25,900, at a price of $2.10 per share. | |
On March 26, 2014, the Company issued 99,178 shares of common stock to the subscribers for the 297,500 shares of common stock issued on June 10, 2013. These additional shares were issued for no additional consideration under the terms of the Private Placement Memorandum because certain subsequent fundraising targets had not been met. | |
On June 5, 2014, the Company issued 160,228 shares of common stock for cash of $352,500, at a price of $2.20 per share. | |
On September 24, 2014, the Company issued 21,250 shares of common stock at a price of $2.20 per share to settle liabilities for services valued at $46,748. In addition, on that date, the Company issued 492,316 shares of common stock at a price of $2.20 for cash of $1,083,094 and 27,230 shares of common stock at a price of $2.20 to an agent in settlement of their debt of $59,906. | |
On September 26, 2014, the Company issued 300,000 shares of common stock at a price of $2.50 per share for cash of $688,970. The amount received was the net proceeds, after fees of $60,000 had been paid to an agent and $1,030 paid in other fees and bank charges. | |
In addition, on that date, the Company issued 24,000 warrants to the same agent, immediately exercisable over a period of three years at $3 per share. The warrants were valued at $103,223 using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $4.45 stock price, $3 exercise price, 235% volatility, 1.08% risk free rate. | |
On October 3, 2014, 50,000 warrants were exercised for total proceeds of $123,500 in cash. As a result, an aggregate total of 50,000 shares of common stock were issued at a price of $2.47 per share. | |
On October 9, 2014, the Company issued 91,757 shares of common stock at a price of $2.50 per share for cash of $229,393 | |
On November 17, 2014, the Company issued 237,500 shares of common stock at a price of $3.00 per share for net cash proceeds of $654,464. $57,000 had been paid in fees to an agent and $1,036 was paid in escrow fees and charges | |
In addition, on November 17, the Company issued 19,000 warrants to the same agent, immediately exercisable over a period of three years at $3.75 per share. The warrants were valued at $72,694 using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $3.99 stock price, $3.75 exercise price, 234% volatility, 0.96% risk free rate | |
On November 21, the Company issued 3,115 shares of common stock at a price of $3.00 per share for cash proceeds of $9,345 | |
2013 | |
On March 25, 2013, the Company issued 235,500 shares of common stock for a total of $471,000 in cash, and 9,292 shares of common stock to consultants and directors to settle liabilities for services valued at $18,583, at a price of $2.00 per share. | |
On May 1, 2013, the Company issued 208,000 shares of common stock for a total of $416,000 in cash. | |
On June 10, 2013, the Company issued 297,500 shares of common stock for a total of $534,500 at a price of $2.00 per share. The amount received was net of $60,500 fees and expenses to an agent. Remuneration to the agent also included 29,750 warrants, immediately exercisable for a period of five years at a price of $2.00 per share. The warrants were valued at $71,918, using the Black-Scholes Option Pricing model using the following assumptions: Five-year term, $2.43 stock price, $2.00 exercise price, 246% volatility, 1.13% risk free rate. | |
On August 7, 2013, the Company issued 225,000 shares of common stock for a total of $450,000 in cash at a price of $2.00 per share. Attached to these share issuances were 45,000 warrants, immediately exercisable for a period of three years at a price of $2.40 per share. The warrants were valued using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $2.17 stock price, $2.40 exercise price, 244% volatility, 0.61% risk free rate. The Company has allocated $72,721 of the total $450,000 in proceeds to the value of the warrants. | |
During August 2013, the Company issued 12,448 shares of common stock to consultants and directors to settle liabilities for services valued at $28,000, at a price of $2.25 per share. The Company also issued 15,000 shares of common stock to consultants for services valued at $30,750, at a price of $2.05 per share, which represented fair market value at the date the services were agreed. | |
On November 25, 2013, the Company issued 437,320 shares of common stock for a total of $896,500 in cash, and 18,743 shares of common stock to consultants and directors to settle liabilities for services valued at $38,423, at a price of $2.05 per share. Attached to these share issuances were 456,063 warrants, immediately exercisable for a period of five years at $2.40 per share. The warrants were valued using the Black-Scholes Option Pricing model using the following assumptions: Five year term, $1.90 stock price, $2.40 exercise price, 241% volatility, 1.37% risk free rate. The Company has allocated $466,228 of the total $934,923 in proceeds to the value of the warrants. | |
On December 31, 2013, the Company issued 29,392 shares of common stock for a total of $60,250 in cash at a price of $2.05 per share. Attached to these share issuances were 29,392 warrants, immediately exercisable for a period of five years at $2.40 per share. The warrants were valued using the Black-Scholes Option Pricing model using the following assumptions: Five year term, $2.48 stock price, $2.40 exercise price, 239% volatility, 1.75% risk free rate. The Company has allocated $30,019 of the total $60,250 in proceeds to the value of the warrants. |
Warrants_And_Options
Warrants And Options | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Note 9 - Warrants And Options | a) | Warrants | |||||||||||||||||||
2014 | |||||||||||||||||||||
On January 28, 2014, the Company issued 10,000 warrants to a consultant for services at an exercise price of $2.40, exercisable immediately for three years. The warrants were valued at $21,500 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $2.26 stock price, $2.40 exercise price, 229% volatility, 0.75% risk free rate. | |||||||||||||||||||||
On February 26, 2014, the Company issued 1,500,000 warrants attached to the issue of 1,500,000 shares for cash totaling $3,000,000. The Company has valued these warrants at $3,995,547 and treated this amount as a derivative liability, in accordance with ASC 815. The warrants are exercisable immediately for five years at an exercise price of $2.20. | |||||||||||||||||||||
On February 26, 2014, the Company issued 30,975 warrants to agents as part remuneration in respect of the issuance of 1,500,000 shares for cash totaling $3,000,000. The warrants were valued at $82,507 using the Black-Scholes Option Pricing model using the following assumptions: Five-year term, $2.68 stock price, $2.20 exercise price, 241% volatility, 1.5% risk free rate. The Company has treated this amount as a derivative liability, in accordance with ASC 815. Each warrant is exercisable immediately for five years at an exercise price of $2.20 per share. | |||||||||||||||||||||
On September 5, 2014, the Company issued 10,000 warrants to a consultant for services. These warrants were valued at $20,092 using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $2.10 stock price, $2.40 exercise price, 236% volatility, 0.99% risk free rate. Each warrant is exercisable immediately for three years at an exercise price of $2.40 per share. | |||||||||||||||||||||
On September 26, 2014, the Company issued 24,000 warrants to an agent as part remuneration in respect of the issuance of 300,000 shares for net proceeds of $688,970. These warrants were valued at $103,223 using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $4.45 stock price, $3 exercise price, 235% volatility, 1.08% risk free rate. Each warrant is exercisable immediately for three years at an exercise price of $3 per share. | |||||||||||||||||||||
On October 1, 2014, 25,000 of the remaining 175,000 warrants with variable vesting dates, issued March 20, 2013, vested. The 25,000 warrants were valued at $104,281 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $4.21 stock price, $2.47 exercise price, 235% volatility, 1.0 % risk free rate. The Company carried out a re-measurement of the valuation of the unvested warrants as at December 31, 2014, in accordance with ASC 505. The Company estimated that vesting of the unvested warrants will take place over the three years to December 31, 2017. The unvested warrants were re-measured at $583,829 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $3.90 stock price, $2.47 exercise price, 233% volatility, 1.1% risk free rate. As of December 31, 2014, $439,175 of the $745,156 value of vested and unvested warrants has been expensed. | |||||||||||||||||||||
On November 17, 2014, the Company issued 19,000 warrants to an agent, as part remuneration in respect of the issuance of 237,500 shares for net proceeds of $654,464. The warrants are immediately exercisable over a period of three years at $3.75 per share. The warrants were valued at $72,694 using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $3.99 stock price, $3.75 exercise price, 234% volatility, 0.96% risk free rate | |||||||||||||||||||||
All of the 1,530,975 warrants issued on February 26, 2014, have been treated as a derivative liability, in accordance with ASC 815, owing to a ratchet provision in the warrant agreement being effective for the twelve months to February 26, 2015. The derivative liability was measured at $4,078,054 as at February 26, 2014. It was re-measured as of March 31, 2014, and revalued at $4,182,748. The derivative liability was further re-measured as of June 30, 2014, and revalued at $2,315,506, resulting in a gain of $1,867,241 for the three months ended June 30, 2014. At September 30, 2014, the derivative liability was re-measured and revalued at $6,446,068, resulting in a loss of $4,130,562 for the three months ended September 30, 2014 | |||||||||||||||||||||
On October 31, 2014, the Company amended the terms of 1,121,225 of the aforementioned 1,530,975 warrants that had been issued on February 26, 2014. As a result of the amendment, the ratchet provision on the 1,121,225 warrants ceased on October 31, 2014. The derivative liability was re-measured at that date, using the Black-Scholes Option Pricing model with the following assumptions: Five year term, $3.54 stock price, $2.20 exercise price, 235% volatility, 1.62% risk free rate. This resulted in a gain of $1,086,727 for the month of October 2014 and the 1,121,225 warrants ceased to be a derivative liability with their valuation of $3,924,967 being transferred into Additional paid-in capital. | |||||||||||||||||||||
On December 31, 2014 the remaining warrants treated as a derivative liability were re-measured. This resulted in a loss of $143,267 for the two months to December 31, 2014. The net gain for the three months to December 31, 2014 is therefore $943,460. | |||||||||||||||||||||
2013 | |||||||||||||||||||||
On March 20, 2013, the Company issued 200,000 warrants to a consultant for services at an exercise price of $2.47, expiring three years after vesting. 25,000 warrants vested immediately, and the vesting of the remaining 175,000 warrants is contingent upon the achievement of specific milestones. The 25,000 warrants that vested immediately were valued at $57,046 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $2.35 stock price, $2.47 exercise price, 253% volatility, 0.38% risk free rate. The Company carried out a re-measurement of the valuation of the unvested warrants as at December 31, 2013, in accordance with ASC 505. The Company estimated that vesting of the unvested warrants will take place over the three years to December 31, 2016. The unvested warrants were re-measured at $417,625 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $2.48 stock price, $2.47 exercise price, 239% volatility, 0.78% risk free rate. As of December 31, 2013, $198,560 of the $474,671 value of vested and unvested warrants has been expensed. | |||||||||||||||||||||
On June 10, 2013, the Company issued 29,750 warrants to an agent as part remuneration in respect of the issuance of 297,500 shares for net proceeds of $534,500. The Company has valued the warrants at $71,918. The warrants are exercisable immediately for five years at an exercise price of $2.00 per share. | |||||||||||||||||||||
On August 7, 2013, the Company issued 45,000 warrants attached to the issuance of 225,000 shares for cash totaling $450,000. The Company has allocated $72,721 of the proceeds to the value of the warrants. The warrants are exercisable immediately for three years at an exercise price of $2.40. | |||||||||||||||||||||
On November 25, 2013, the Company issued 456,063 warrants attached to the issuance of 437,320 shares for cash totaling $896,500, and the issuance of 18,743 shares to settle liabilities for services valued at $38,423. The Company has allocated $466,228 of the proceeds to the value of the warrants. The warrants are exercisable immediately for five years at an exercise price of $2.40. | |||||||||||||||||||||
On December 31, 2013, the Company issued 29,392 warrants attached to the issuance of 29,392 shares for cash totaling $60,250. The Company has allocated $30,019 of the proceeds to the value of the warrants. The warrants are exercisable immediately for five years at an exercise price of $2.40. | |||||||||||||||||||||
On December 31, 2013, the Company issued 35,000 warrants to a consultant for services at an exercise price of $2.40, exercisable immediately for five years. The warrants were valued at $86,190 using the Black-Scholes Option Pricing model using the following assumptions: Five year term, $2.48 stock price, $2.40 exercise price, 239% volatility, 1.75% risk free rate. | |||||||||||||||||||||
Below is a table summarizing the warrants issued and outstanding as of December 31, 2014. | |||||||||||||||||||||
Date Issued | Number Outstanding | Exercise Price $ | Contractual Life (Years) | Expiration Date | Value if Exercised $ | ||||||||||||||||
3/15/11 | 200,000 | 0.5 | 5 | 3/15/16 | 100,000 | ||||||||||||||||
3/24/11 | 100,000 | 0.5 | 5 | 3/24/16 | 50,000 | ||||||||||||||||
4/1/11 | 100,000 | 0.5 | 5 | 4/1/16 | 50,000 | ||||||||||||||||
6/21/11 | 100,000 | 0.5 | 5 | 6/21/16 | 50,000 | ||||||||||||||||
7/13/11 | 250,000 | 1.05 | 5 | 7/13/16 | 262,500 | ||||||||||||||||
5/11/12 | 344,059 | 2.6 | 4 | 5/10/16 | 894,553 | ||||||||||||||||
5/11/12 | 26,685 | 1.75 | 3 | 5/10/15 | 46,699 | ||||||||||||||||
3/20/13 | 150,000 | 2.47 | 3 | 3/20/16 | 370,500 | ||||||||||||||||
to 12/20/19 | |||||||||||||||||||||
6/10/13 | 29,750 | 2 | 5 | 12/10/18 | 59,500 | ||||||||||||||||
8/7/13 | 45,000 | 2.4 | 3 | 8/7/16 | 108,000 | ||||||||||||||||
11/25/13 | 456,063 | 2.4 | 5 | 11/25/18 | 1,094,551 | ||||||||||||||||
12/31/13 | 64,392 | 2.4 | 5 | 11/25/18 | 154,541 | ||||||||||||||||
1/28/14 | 10,000 | 2.4 | 3 | 1/28/17 | 24,000 | ||||||||||||||||
2/26/14 | 1,530,975 | 2.2 | 5 | 2/26/19 | 3,368,145 | ||||||||||||||||
9/5/14 | 10,000 | 2.4 | 3 | 9/5/17 | 24,000 | ||||||||||||||||
9/26/14 | 24,000 | 3 | 3 | 9/26/17 | 72,000 | ||||||||||||||||
11/17/14 | 19,000 | 3.75 | 3 | 11/17/17 | 71,250 | ||||||||||||||||
12/31/14 | 3,459,924 | 1.97 | 4.7 | — | 6,800,239 | ||||||||||||||||
b) | Options | ||||||||||||||||||||
On November 17, 2011, the Company adopted and approved the 2011 Equity Incentive Plan for the directors, officers, employees and key consultants of the Company. Pursuant to the Plan, the Company was authorized to issue 900,000 restricted shares, $0.001 par value, of the Company’s common stock. | |||||||||||||||||||||
2014 | |||||||||||||||||||||
Options to purchase 25,000 shares were granted on May 16, 2014. These options vest in equal six monthly installments over three years from the date of grant, and expire three years after the vesting dates. The exercise prices are $3.00 for options vesting in the first year, $4.00 for options vesting in the second year, and $5.00 for options vesting in the third year. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 3 to 5.5 years, stock price $2.01, exercise prices $3.00-$5.00, 235% volatility, 0.80% risk free rate. | |||||||||||||||||||||
On August 5, 2014, it was approved at the Company’s Annual General Meeting to increase the number of restricted shares that the Company is authorized to issue under the 2011 Equity Incentive Plan to 2,000,000. | |||||||||||||||||||||
On August 18, 2014, The Company granted options to purchase 670,000 shares. These options vest in two equal tranches, the first tranche vests on February 18, 2015. The second tranche vests on February 18, 2016. All the options expire four years after their vesting dates. The exercise prices are $2.50 for options vesting in the first year and $3.00 for options vesting in the second year. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 4.5 to 5.5 years, stock price $1.85, exercise prices $2.50-$3.00, 237% volatility, 1.58% risk free rate. | |||||||||||||||||||||
On August 18, 2014, The Company granted options to purchase 60,000 shares. These options vest in equal six monthly installments over three years, starting six months after the date of grant, and expire three years after the vesting dates. The exercise prices are $3.00 for options vesting in the first year, $4.00 for options vesting in the second year, and $5.00 for options vesting in the third year. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 3.5 to 6 years, stock price $1.85, exercise prices $3.00-$5.00, 237% volatility, 0.89% risk free rate. | |||||||||||||||||||||
During the year ended December 31, 2014, 60,000 options expired, following the cessation of a consultant’s contract. | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Options to purchase 37,000 shares were granted on March 20, 2013. These options vest in equal six monthly installments over three years from the date of grant, and expire three years after the vesting dates. The exercise prices are $2.35 for options vesting in the first year, $3.35 for options vesting in the second year, and $4.35 for options vesting in the third year. | |||||||||||||||||||||
Options to purchase 16,300 shares were granted on September 2, 2013. These options vest in equal six monthly installments over three years from the date of grant, and expire three years after the vesting dates. The exercise prices are $2.35 for options vesting in the first year, $3.35 for options vesting in the second year, and $4.35 for options vesting in the third year. | |||||||||||||||||||||
The Company has calculated the estimated fair market value of the options granted to employees and non-employees in exchange for services using the Black-Scholes Option Pricing model and the following assumptions: | |||||||||||||||||||||
a) | 37,000 options granted March 20, 2013 –expected term 3 years, $2.35 stock price, $2.35-$4.35 exercise prices, 253% volatility, 0.38% risk free rate. | ||||||||||||||||||||
b) | 16,300 options granted September 2, 2013 –expected term 3 years, $2.03 stock price, $2.35-$4.35 exercise prices, 242% volatility, 0.79% risk free rate. | ||||||||||||||||||||
During the year ended December 31, 2013, 30,000 options expired following termination of employment. | |||||||||||||||||||||
Below is a table summarizing the options issued and outstanding as of December 31, 2014. | |||||||||||||||||||||
Date Issued | Number Outstanding | Exercise Price $ | Contractual Life (Years) | Expiration Date | Value if Exercised $ | ||||||||||||||||
11/25/11 | 630,000 | 3.00-5.00 | 3 | 05/25/15-11/25/17 | 2,520,000 | ||||||||||||||||
9/1/12 | 30,000 | 4.31-6.31 | 3 | 03/01/16-09/01/18 | 159,300 | ||||||||||||||||
12/13/12 | 100,000 | 3.01 | 3 | 12/13/15 | 301,000 | ||||||||||||||||
3/20/13 | 37,000 | 2.35-4.35 | 3 | 09/20/16-03/20/19 | 123,950 | ||||||||||||||||
9/2/13 | 16,300 | 2.35-4.35 | 3 | 03/02/14-09/02/16 | 54,605 | ||||||||||||||||
5/16/14 | 25,000 | 3.00-5.00 | 3-5.5 | 11/16/17-05/16/20 | 100,000 | ||||||||||||||||
8/18/14 | 670,000 | 2.50-3.00 | 4.5-5.5 | 02/18/19-02/18/20 | 1,842,500 | ||||||||||||||||
8/18/14 | 60,000 | 3.00-5.00 | 3.5-6.0 | 02/18/18-08/18/20 | 240,000 | ||||||||||||||||
12/31/14 | 1,568,300 | 3.41 | 3.4 | — | 5,341,355 | ||||||||||||||||
Total remaining unrecognized compensation cost related to non-vested stock options is approximately $754,468 and is expected to be recognized over a period of three years. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Note 10 - Fair Value Measurements | On a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy as described in the Company’s significant accounting policies in Note 3. The following table presents information about the Company’s liabilities measured at fair value as of December 31, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value at | ||||||||||||||
December 31, 2014 | |||||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | $ | — | $ | 1,577,640 | $ | — | $ | 1,577,640 | |||||||||
Level 1 | Level 2 | Level 3 | Fair Value at | ||||||||||||||
December 31, 2013 | |||||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | $ | — | $ | — | $ | — | $ | — | |||||||||
The fair value changes in the fair value of recurring fair value measurements using model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data (Level 2), relate solely to the derivative liability as follows: | |||||||||||||||||
Balance as of December 31, 2013 | $ | - | |||||||||||||||
Derivative liability recorded | $ | 4,078,054 | |||||||||||||||
Adjustment due to amendment | $ | (3,924,967 | ) | ||||||||||||||
Fair value adjustment | $ | 1,424,553 | |||||||||||||||
Balance as of December 31, 2014 | $ | 1,577,640 |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 11 - Derivative Financial Instruments | The balance sheet caption derivative liability consists of derivative features embedded in exercisable warrants which have a ratchet provision within their agreements. The balance at December 31, 2014 and 2013 was $1,577,640 and $nil, respectively. | ||||
The valuation of the derivative liability is determined using a Black-Scholes Model because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in the Black-Scholes model at December 31, 2014 include the following: | |||||
Risk-free interest rate | 1.65 | % | |||
Estimated volatility | 232.6 | % | |||
Dividend rate | None | ||||
Estimated term in years | 4 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 12 - Income Taxes | The Company has estimated net operating losses for the years ended December 31, 2014 and 2013 of $7,141,271 and $3,456,345, respectively, available to offset taxable income in future years. | ||||||||
The Company is subject to Singapore income taxes at a rate of 17 percent, Belgium income taxes at a rate of 34 percent, and US taxes at a rate of 34 percent, for a weighted average of 32 and 30 percent, respectively. The reconciliation of the provision for income taxes at the weighted average rate compared to the Company’s income tax expense as reported is as follows: | |||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net loss | (8,213,529 | ) | (3,710,289 | ) | |||||
Tax adjustments | 1,072,258 | 253,944 | |||||||
Estimated net operating losses | (7,141,271 | ) | (3,456,345 | ) | |||||
Tax rate | 32% | 30% | |||||||
Income tax recovery at statutory rate | (2,247,408 | ) | (1,044,766 | ) | |||||
Valuation allowance | 2,247,408 | 1,044,766 | |||||||
Provision for income taxes | – | – | |||||||
The significant components of deferred income taxes and assets as at December 31, 2014 are as follows: | |||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net operating losses carried forward | 4,295,152 | 2,466,484 | |||||||
Valuation allowance | (4,295,152 | ) | (2,466,484 | ) | |||||
Net deferred income tax asset | – | – |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 13. Commitments and Contingencies | a) | Walloon Region Grant | |||
On March 16, 2010, the Company entered into an agreement with the Walloon Region government in Belgium wherein the Walloon Region would fund up to a maximum of $1,273,868 (€1,048,020) to help fund the research endeavors of the Company in the area of colorectal cancer. The Company had received the entirety of these funds in respect of approved expenditures as of March 31, 2014. Under the terms of the agreement, the Company is due to repay $382,160 (€314,406) of this amount by installments over the period June 30, 2014 to June 30, 2023. The Company has recorded the balance of $891,708 (€733,614) to other income as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6 percent royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of $382,161 (€314,406) and the 6 percent royalty on revenue, is twice the amount of funding received. As at December 31, 2014, $351,773 (€289,406) was outstanding to be repaid to the Walloon Region under this agreement. | |||||
b) | Administrative Support Agreement | ||||
On August 6, 2010, (and as amended on October 1, 2011) the Company entered into an agreement with a related party to rent office space, contract for office support staff, and have consulting services provided on behalf of the Company. The agreement requires the Company to pay $7,720 per month for office space and staff services as well as approximately $16,000 per month in fees for two senior executives (which reduced to approximately $6,500 per month for one senior executive from January 1, 2015). The Company is also required to pay for all reasonable expenses incurred. The contract is in force for 12 months with automatic extensions of 12 months with a 3 month notice required for termination of the contract. | |||||
c) | The Company leases premises and facilities under operating leases with terms ranging from 12 months to 36 months. The annual non-cancelable operating lease payments on these leases are as follows: | ||||
2015 | $ | 98,477 | |||
2016 | $ | 89,648 | |||
2017 | $ | 2,806 | |||
Thereafter | $ | NIL | |||
d) | Bonn University Agreement | ||||
On July 11, 2012, the Company entered into an agreement with Bonn University, Germany, relating to a program of samples testing. The agreement was for a period of two years from June 1, 2012 to May 31, 2014. The total payments made by the Company in accordance with the agreement were $494,045 (€390,000). On April 16, 2014, the Company entered into an extension of this agreement, for a period of a further two years from June 1, 2014 to May 31, 2016. The total payments to be made by the Company in accordance with the extension of the agreement are $494,045 (€390,000) | |||||
e) | Hvidovre Hospital, Denmark Agreement | ||||
On August 8, 2014, the Company entered into an agreement with Hvidovre Hospital, University of Copenhagen in Denmark, relating to a program of samples testing associated with colorectal cancer. It will run for a period of two years to August 8, 2016. Total payments (inclusive of local taxes) to be made under the agreement are $1,672,590 (DKR 10,245,000). | |||||
f) | Legal Proceedings | ||||
There are no legal proceedings which the Company believes will have a material adverse effect on its financial position |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 14 - Subsequent Events | On February 6, 2015, 2,475,000 shares of common stock were issued at a price of $3.75 per share. Net cash proceeds of $8.5million were received. |
On February 13, 2015, 343,383 shares of common stock were issued at a price of $3.75 per share. Net cash proceeds of $1.2 million were received. | |
On February 20, 2015, The Company purchased the Nucleosomics® WO2005019826: Detection of Histone Modifications in Cell-Free Nucleosomes patent (i.e. the patent that underlies the NuQ®-M tests) from Chroma Therapeutics Limited for the sum of $55,000. | |
On February 23, 2015, 25,000 warrants were exercised at $2.20 per share, giving cash proceeds of $55,000. As a result a total of 25,000 shares of common stock were issued. | |
On February 27, 2015, the ratchet provision within 409,750 warrants expired and the associated derivative liability was cancelled on that date. | |
On March 6, 2015, 400,000 shares of common stock were issued at a price of $3.75 per share. Net cash proceeds of $1.4 million were received. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Summary Of Significant Accounting Policies Policies | ||
Going Concern | The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $19,509,451, has negative cash flows from operations, and currently has very limited revenues, which creates substantial doubt about its ability to continue as a going concern. | |
The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations. Management's plan to address this need includes, (a) continued exercise of tight cost controls to conserve cash, (b) receiving additional grant funds, and (c) obtaining additional financing through debt or equity financing. | ||
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | ||
Basis of Presentation | The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |
Use of Estimates | The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Principles of Consolidation | The accompanying consolidated financial statements for the year ended December 31, 2014 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition Pte Ltd., Belgian Volition SA, and Hypergenomics Pte. Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Cash and Cash Equivalents | The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2014 and December 31, 2013, the Company had $2,138,964 and $888,704, respectively in cash and cash equivalents. | |
Basic and Diluted Net Loss Per Share | The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of December 31, 2014, 891,045 dilutive warrants and 966,716 potentially dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. | |
Foreign Currency Translation | The Company’s functional currency is the Euro and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss. | |
Financial Instruments | Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | ||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||
Level 2 | ||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||
Level 3 | ||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. During the year ended December 31, 2014, the Company issued warrants for services at fair market value of $300,016, and options under the 2011 Equity Incentive Plan at fair market value of $1,385,155. The Company also issued shares of common stock for services at fair market value of $nil. | ||
On February 26, 2014, the Company also issued 1,530,975 warrants at a fair market value of $4,078,054 and treated them as a derivative liability. | ||
On October 31, 2014, the 1,530,975 warrants had a fair market value of $5,359,341 and the Company amended the terms of 1,121,225 of these warrants. As a result of the amendment, 1,121,225 warrants ceased to be a derivative liability on that date and were transferred into Additional paid-in capital with a fair market value of $3,924,968, leaving a derivative liability with a fair market value of $1,434,373. | ||
As at 31, December 2014, the remaining 409,750 warrants in the derivative liability had a fair market value of $1,577,640 | ||
Income Taxes | Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |
Comprehensive Loss | ASC 220, Comprehensive Loss, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2014, the Company had $103,832 of accumulated other comprehensive loss, relating to foreign currency translation. | |
Property and Equipment | Property and equipment is stated at cost and is amortized on a straight-line basis, at the following rates: | |
Computer Hardware | 3 years | |
Laboratory Equipment | 5 years | |
Office Furniture and Equipment | 5 years | |
Intangible Assets | Intangible assets are stated at cost and are amortised on a straight line basis, at the following rates: | |
Patents | 13 years and 20 years | |
Revenue Recognition | The Company recognizes revenue when all of the following have occurred (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable and (iv) the ability to collect is reasonably assured. The Company recognized $14,785 for the sale of Research Use Only Kits during the year ended December 31, 2014. The Company had no revenue during the year ended December 31, 2013. | |
Research and Development | The Company follows the policy of expensing its research and development costs in the period in which they are incurred in accordance with ASC 730. The Company incurred research and development expenses of $4,044,023 and $2,503,765 during the years ended December 31, 2014 and 2013, respectively. | |
Impairment of Long-Lived Assets | In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. No impairment losses were recognized during the year ended December 31, 2014. The Company recognized impairment losses of $350,000 in respect of intangible assets during the year ended December 31, 2013. | |
Stock-Based Compensation | The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period. | |
Grants received | The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income until it has been utilized for expenditure claimed. Funding received that is repayable is shown as a liability. | |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |
The Company has limited operations and is considered to be in the development stage. In the quarterly period ended September 30, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to the development stage. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Summary Of Significant Accounting Policies Tables | ||
Property and equipment is stated at cost and is amortized on a straight-line basis | Property and equipment is stated at cost and is amortized on a straight-line basis, at the following rates: | |
Computer Hardware | 3 years | |
Laboratory Equipment | 5 years | |
Office Furniture and Equipment | 5 years | |
Intangible assets are stated at cost and are amortised on a straight line basis, at the following rates: | ||
Patents | 13 years and 20 years |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property And Equipment Tables | |||||||||||||
Companys property and equipment | The Company’s property and equipment consist of the following amounts as of December 31, 2014 and 2013: | ||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Depreciation | Value | |||||||||||
$ | $ | $ | |||||||||||
Computer hardware | 48,331 | 39,293 | 9,039 | ||||||||||
Laboratory equipment | 313,285 | 53,080 | 260,205 | ||||||||||
Office furniture and equipment | 31,745 | 12,403 | 19,341 | ||||||||||
393,361 | 104,776 | 288,585 | |||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Depreciation | Value | |||||||||||
$ | $ | $ | |||||||||||
Computer hardware | 56,672 | 45,437 | 11,235 | ||||||||||
Laboratory equipment | 67,272 | 26,636 | 40,635 | ||||||||||
Office furniture and equipment | 19,271 | 7,877 | 11,395 | ||||||||||
143,215 | 79,950 | 63,265 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Intangible Assets Tables | |||||||||||||
Patents amortized over their remaining lives | The Company’s intangible assets consist of intellectual property, principally patents. The patents are being amortized over their remaining lives, which are 9 years and 16 years. | ||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,173,593 | 364,867 | 808,726 | ||||||||||
1,173,593 | 364,867 | 808,726 | |||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,314,559 | 312,516 | 1,002,043 | ||||||||||
1,314,559 | 312,516 | 1,002,043 | |||||||||||
Annual estimated amortization schedule | The Company amortizes the long-lived assets on a straight line basis with terms of 13 and 20 years. The annual estimated amortization schedule over the next five years is as follows: | ||||||||||||
2015 | $ | 87,315 | |||||||||||
2016 | $ | 87,315 | |||||||||||
2017 | $ | 87,315 | |||||||||||
2018 | $ | 87,315 | |||||||||||
2019 | $ | 87,315 |
Warrants_and_Options_Tables
Warrants and Options (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Warrants And Options Tables | |||||||||||||||||||||
Summary of Warrants Issued And Outstanding | Below is a table summarizing the warrants issued and outstanding as of December 31, 2014. | ||||||||||||||||||||
Date Issued | Number Outstanding | Exercise Price $ | Contractual Life (Years) | Expiration Date | Value if Exercised $ | ||||||||||||||||
3/15/11 | 200,000 | 0.5 | 5 | 3/15/16 | 100,000 | ||||||||||||||||
3/24/11 | 100,000 | 0.5 | 5 | 3/24/16 | 50,000 | ||||||||||||||||
4/1/11 | 100,000 | 0.5 | 5 | 4/1/16 | 50,000 | ||||||||||||||||
6/21/11 | 100,000 | 0.5 | 5 | 6/21/16 | 50,000 | ||||||||||||||||
7/13/11 | 250,000 | 1.05 | 5 | 7/13/16 | 262,500 | ||||||||||||||||
5/11/12 | 344,059 | 2.6 | 4 | 5/10/16 | 894,553 | ||||||||||||||||
5/11/12 | 26,685 | 1.75 | 3 | 5/10/15 | 46,699 | ||||||||||||||||
3/20/13 | 150,000 | 2.47 | 3 | 3/20/16 | 370,500 | ||||||||||||||||
to 12/20/19 | |||||||||||||||||||||
6/10/13 | 29,750 | 2 | 5 | 12/10/18 | 59,500 | ||||||||||||||||
8/7/13 | 45,000 | 2.4 | 3 | 8/7/16 | 108,000 | ||||||||||||||||
11/25/13 | 456,063 | 2.4 | 5 | 11/25/18 | 1,094,551 | ||||||||||||||||
12/31/13 | 64,392 | 2.4 | 5 | 11/25/18 | 154,541 | ||||||||||||||||
1/28/14 | 10,000 | 2.4 | 3 | 1/28/17 | 24,000 | ||||||||||||||||
2/26/14 | 1,530,975 | 2.2 | 5 | 2/26/19 | 3,368,145 | ||||||||||||||||
9/5/14 | 10,000 | 2.4 | 3 | 9/5/17 | 24,000 | ||||||||||||||||
9/26/14 | 24,000 | 3 | 3 | 9/26/17 | 72,000 | ||||||||||||||||
11/17/14 | 19,000 | 3.75 | 3 | 11/17/17 | 71,250 | ||||||||||||||||
12/31/14 | 3,459,924 | 1.97 | 4.7 | — | 6,800,239 | ||||||||||||||||
Summary of options issued and outstanding | Below is a table summarizing the options issued and outstanding as of December 31, 2014. | ||||||||||||||||||||
Date Issued | Number Outstanding | Exercise Price $ | Contractual Life (Years) | Expiration Date | Value if Exercised $ | ||||||||||||||||
11/25/11 | 630,000 | 3.00-5.00 | 3 | 05/25/15-11/25/17 | 2,520,000 | ||||||||||||||||
9/1/12 | 30,000 | 4.31-6.31 | 3 | 03/01/16-09/01/18 | 159,300 | ||||||||||||||||
12/13/12 | 100,000 | 3.01 | 3 | 12/13/15 | 301,000 | ||||||||||||||||
3/20/13 | 37,000 | 2.35-4.35 | 3 | 09/20/16-03/20/19 | 123,950 | ||||||||||||||||
9/2/13 | 16,300 | 2.35-4.35 | 3 | 03/02/14-09/02/16 | 54,605 | ||||||||||||||||
5/16/14 | 25,000 | 3.00-5.00 | 3-5.5 | 11/16/17-05/16/20 | 100,000 | ||||||||||||||||
8/18/14 | 670,000 | 2.50-3.00 | 4.5-5.5 | 02/18/19-02/18/20 | 1,842,500 | ||||||||||||||||
8/18/14 | 60,000 | 3.00-5.00 | 3.5-6.0 | 02/18/18-08/18/20 | 240,000 | ||||||||||||||||
12/31/14 | 1,568,300 | 3.41 | 3.4 | — | 5,341,355 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements Tables | |||||||||||||||||
Liabilities measured at fair value | The following table presents information about the Company’s liabilities measured at fair value as of December 31, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value at | ||||||||||||||
December 31, 2014 | |||||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | $ | — | $ | 1,577,640 | $ | — | $ | 1,577,640 | |||||||||
Level 1 | Level 2 | Level 3 | Fair Value at | ||||||||||||||
December 31, 2013 | |||||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | $ | — | $ | — | $ | — | $ | — | |||||||||
Schedule of Derivative Liabilities at Fair Value | Balance as of December 31, 2013 | $ | - | ||||||||||||||
Derivative liability recorded | $ | 4,078,054 | |||||||||||||||
Adjustment due to amendment | $ | (3,924,967 | ) | ||||||||||||||
Fair value adjustment | $ | 1,424,553 | |||||||||||||||
Balance as of December 31, 2014 | $ | 1,577,640 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Financial Instruments Tables | |||||
Significant assumptions used in the Black-Scholes model | Significant assumptions used in the Black-Scholes model at December 31, 2014 include the following: | ||||
Risk-free interest rate | 1.65 | % | |||
Estimated volatility | 232.6 | % | |||
Dividend rate | None | ||||
Estimated term in years | 4 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Reconciliation of the provision for income taxes at the weighted average rate compared to the Companys income tax expense | The reconciliation of the provision for income taxes at the weighted average rate compared to the Company’s income tax expense as reported is as follows: | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net loss | (8,213,529 | ) | (3,710,289 | ) | |||||
Tax adjustments | 1,072,258 | 253,944 | |||||||
Estimated net operating losses | (7,141,271 | ) | (3,456,345 | ) | |||||
Tax rate | 32% | 30% | |||||||
Income tax recovery at statutory rate | (2,247,408 | ) | (1,044,766 | ) | |||||
Valuation allowance | 2,247,408 | 1,044,766 | |||||||
Provision for income taxes | – | – | |||||||
Components of deferred income taxes and assets | The significant components of deferred income taxes and assets as at December 31, 2014 are as follows: | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net operating losses carried forward | 4,295,152 | 2,466,484 | |||||||
Valuation allowance | (4,295,152 | ) | (2,466,484 | ) | |||||
Net deferred income tax asset | – | – |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies | |||||
Operating lease payments | 2015 | $ | 98,477 | ||
2016 | $ | 89,648 | |||
2017 | $ | 2,806 | |||
Thereafter | $ | NIL |
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Nature Of Operations And Continuance Of Business Details Narrative | |
Company incorporated date | 24-Sep-98 |
Company incorporated state | State of Delaware |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended | 53 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Going Concern Details Narrative | |||
Incurred losses | ($8,213,529) | ($3,710,289) | ($19,509,451) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | |
Intangible Assets | 13 years |
Maximum [Member] | |
Intangible Assets | 20 years |
Computer Hardware [Member] | |
Assets useful life | 3 years |
Laboratory Equipment [Member] | |
Assets useful life | 5 years |
Office Furniture and Equipment [Member] | |
Assets useful life | 5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash and Cash Equivalents | $2,138,964 | $888,704 | $376,421 |
Warrants for services at fair market value | 300,016 | ||
Options under the 2011 Equity Incentive Plan at fair market value | 1,385,155 | ||
Common stock for services at fair market value | 0 | ||
Fair market value of warrants in derivative liability | 1,577,640 | ||
Accumulated other comprehensive loss | -103,832 | -59,795 | |
Revenue Recognition | 14,785 | 0 | |
Research and development expenses | 4,044,023 | 2,503,765 | |
Impairment of long-lived assets | $0 | $350,000 | |
Dilutive Warrants And Options [Member] | |||
Potentially dilutive warrants and options | 966,716 | ||
Warrant [Member] | |||
Potentially dilutive warrants | 891,045 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cost | $393,361 | $143,215 |
Accumulated Depreciation | 104,776 | 79,950 |
Net Carrying Value | 288,585 | 63,265 |
Computer Hardware [Member] | ||
Cost | 48,331 | 56,672 |
Accumulated Depreciation | 39,293 | 45,437 |
Net Carrying Value | 9,039 | 11,235 |
Laboratory Equipment [Member] | ||
Cost | 313,285 | 67,272 |
Accumulated Depreciation | 53,080 | 26,636 |
Net Carrying Value | 260,205 | 40,635 |
Office Furniture and Equipment [Member] | ||
Cost | 31,745 | 19,271 |
Accumulated Depreciation | 12,403 | 7,877 |
Net Carrying Value | $19,341 | $11,395 |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details Narrative | ||
Depreciation Expense | $47,095 | $31,517 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cost | $1,173,593 | $1,314,559 |
Accumulated Amortization | 364,867 | 312,516 |
Net Carrying Value | 808,726 | 1,002,043 |
Patents [Member] | ||
Cost | 1,173,593 | 1,314,559 |
Accumulated Amortization | 364,867 | 312,516 |
Net Carrying Value | $808,726 | $1,002,043 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Dec. 31, 2014 |
Intangible Assets Details 1 | |
2015 | $87,315 |
2016 | 87,315 |
2017 | 87,315 |
2018 | 87,315 |
2019 | $87,315 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Amortization expense | $95,037 | $114,879 |
Impairment losses | $350,000 | |
Minimum [Member] | ||
Intangible Assets Remaining amortized life | 9 years | |
Amortization of long-lived asset on straight line basis | 13 years | |
Maximum [Member] | ||
Intangible Assets Remaining amortized life | 16 years | |
Amortization of long-lived asset on straight line basis | 20 years |
Amendment_of_Authorised_Stock_
Amendment of Authorised Stock (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Amendment Of Authorised Stock Details Narrative | ||
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Preferred Stock, par value | $0.00 | $0.00 |
Peferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Common Stock Details Narrative | |
Common stock issued | 29,392 |
Common stock issued, value | $60,250 |
Common stock issued, price | $2.05 |
Exercise price | $2.40 |
Volatility | 239.00% |
Stock price | $2.48 |
Risk free rate | 1.75% |
Total allocation value | 60,250 |
Value of warrant | $30,019 |
Term | 5 years |
Warrants_And_Options_Details
Warrants And Options (Details) (Warrant [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
On 03/15/11 [Member] | |
Number Outstanding | 200,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | 5 years |
Expiration Date | 3/15/16 |
Value if Exercised | $100,000 |
On 03/24/11 [Member] | |
Number Outstanding | 100,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | 5 years |
Expiration Date | 3/24/16 |
Value if Exercised | 50,000 |
On 04/01/11 [Member] | |
Number Outstanding | 100,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | 5 years |
Expiration Date | 4/1/16 |
Value if Exercised | 50,000 |
On 06/21/11 [Member] | |
Number Outstanding | 100,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | 5 years |
Expiration Date | 6/21/16 |
Value if Exercised | 50,000 |
On 07/13/11 [Member] | |
Number Outstanding | 250,000 |
Exercise Price | $1.05 |
Contractual Life (Years) | 5 years |
Expiration Date | 7/13/16 |
Value if Exercised | 262,500 |
On 05/11/12 [Member] | |
Number Outstanding | 344,059 |
Exercise Price | $2.60 |
Contractual Life (Years) | 4 years |
Expiration Date | 5/10/16 |
Value if Exercised | 894,553 |
On 05/11/12 One [Member] | |
Number Outstanding | 26,685 |
Exercise Price | $1.75 |
Contractual Life (Years) | 3 years |
Expiration Date | 5/10/15 |
Value if Exercised | 46,699 |
On 03/20/13 [Member] | |
Number Outstanding | 150,000 |
Exercise Price | $2.47 |
Contractual Life (Years) | 3 years |
Value if Exercised | 370,500 |
On 03/20/13 [Member] | Minimum [Member] | |
Expiration Date | 3/20/16 |
On 03/20/13 [Member] | Maximum [Member] | |
Expiration Date | 12/20/19 |
On 06/10/13 [Member] | |
Number Outstanding | 29,750 |
Exercise Price | $2 |
Contractual Life (Years) | 5 years |
Expiration Date | 12/10/18 |
Value if Exercised | 59,500 |
On 08/07/13 [Member] | |
Number Outstanding | 45,000 |
Exercise Price | $2.40 |
Contractual Life (Years) | 3 years |
Expiration Date | 8/7/16 |
Value if Exercised | 108,000 |
On 11/25/13 [Member] | |
Number Outstanding | 456,063 |
Exercise Price | $2.40 |
Contractual Life (Years) | 5 years |
Expiration Date | 11/25/18 |
Value if Exercised | 1,094,551 |
On 12/31/13 [Member] | |
Number Outstanding | 64,392 |
Exercise Price | $2.40 |
Contractual Life (Years) | 5 years |
Expiration Date | 11/25/18 |
Value if Exercised | 154,541 |
On 01/28/14 [Member] | |
Number Outstanding | 10,000 |
Exercise Price | $2.40 |
Contractual Life (Years) | 3 years |
Expiration Date | 1/28/17 |
Value if Exercised | 24,000 |
On 02/26/14 [Member] | |
Number Outstanding | 1,530,975 |
Exercise Price | $2.20 |
Contractual Life (Years) | 5 years |
Expiration Date | 2/26/19 |
Value if Exercised | 3,368,145 |
On 09/05/14 [Member] | |
Number Outstanding | 10,000 |
Exercise Price | $2.40 |
Contractual Life (Years) | 3 years |
Expiration Date | 9/5/17 |
Value if Exercised | 24,000 |
On 09/26/14 [Member] | |
Number Outstanding | 24,000 |
Exercise Price | $3 |
Contractual Life (Years) | 3 years |
Expiration Date | 9/26/17 |
Value if Exercised | 72,000 |
On 11/17/2014 [Member] | |
Number Outstanding | 19,000 |
Exercise Price | $3.75 |
Contractual Life (Years) | 3 years |
Expiration Date | 11/17/17 |
Value if Exercised | 71,250 |
On 12/31/2014 [Member] | |
Number Outstanding | 3,459,924 |
Exercise Price | $1.97 |
Contractual Life (Years) | 4 years 8 months 12 days |
Value if Exercised | $6,800,239 |
Warrants_And_Options_Details_1
Warrants And Options (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Issued on 08/18/14 [Member] | |
Number Outstanding | 670,000 |
Value if Exercised | $1,842,500 |
Issued on 08/18/14 One [Member] | |
Number Outstanding | 60,000 |
Value if Exercised | 240,000 |
Issued on 12/31/2014 [Member] | |
Number Outstanding | 1,568,300 |
Exercise Price | $3.41 |
Contractual Life (Years) | 3 years 4 months 24 days |
Value if Exercised | 5,341,355 |
Minimum [Member] | Issued on 08/18/14 [Member] | |
Exercise Price | $2.50 |
Contractual Life (Years) | 4 years 6 months |
Expiration Date | 18-Feb-19 |
Minimum [Member] | Issued on 08/18/14 One [Member] | |
Exercise Price | $3 |
Contractual Life (Years) | 3 years 6 months |
Expiration Date | 18-Feb-18 |
Maximum [Member] | Issued on 08/18/14 [Member] | |
Exercise Price | $3 |
Contractual Life (Years) | 5 years 6 months |
Expiration Date | 18-Feb-20 |
Maximum [Member] | Issued on 08/18/14 One [Member] | |
Exercise Price | $5 |
Contractual Life (Years) | 6 years |
Expiration Date | 18-Aug-20 |
Issued On 11/25/11 [Member] | |
Number Outstanding | 630,000 |
Contractual Life (Years) | 3 years |
Value if Exercised | 2,520,000 |
Issued On 11/25/11 [Member] | Minimum [Member] | |
Exercise Price | $3 |
Expiration Date | 25-May-15 |
Issued On 11/25/11 [Member] | Maximum [Member] | |
Exercise Price | $5 |
Expiration Date | 25-Nov-17 |
Issued On 09/01/12 [Member] | |
Number Outstanding | 30,000 |
Contractual Life (Years) | 3 years |
Value if Exercised | 159,300 |
Issued On 09/01/12 [Member] | Minimum [Member] | |
Exercise Price | $4.31 |
Expiration Date | 1-Mar-16 |
Issued On 09/01/12 [Member] | Maximum [Member] | |
Exercise Price | $6.31 |
Expiration Date | 1-Sep-18 |
Issued On 12/13/12 [Member] | |
Number Outstanding | 100,000 |
Exercise Price | $3.01 |
Contractual Life (Years) | 3 years |
Expiration Date | 13-Dec-15 |
Value if Exercised | 301,000 |
Issued On 03/20/13 [Member] | |
Number Outstanding | 37,000 |
Contractual Life (Years) | 3 years |
Value if Exercised | 123,950 |
Issued On 03/20/13 [Member] | Minimum [Member] | |
Exercise Price | $2.35 |
Expiration Date | 20-Sep-16 |
Issued On 03/20/13 [Member] | Maximum [Member] | |
Exercise Price | $4.35 |
Expiration Date | 20-Mar-19 |
Issued on 09/02/13 [Member] | |
Number Outstanding | 16,300 |
Contractual Life (Years) | 3 years |
Value if Exercised | 54,605 |
Issued on 09/02/13 [Member] | Minimum [Member] | |
Exercise Price | $2.35 |
Expiration Date | 2-Mar-14 |
Issued on 09/02/13 [Member] | Maximum [Member] | |
Exercise Price | $4.35 |
Expiration Date | 2-Sep-16 |
Issued on 05/16/14 [Member] | |
Number Outstanding | 25,000 |
Value if Exercised | $100,000 |
Issued on 05/16/14 [Member] | Minimum [Member] | |
Exercise Price | $3 |
Contractual Life (Years) | 3 years |
Expiration Date | 16-Nov-17 |
Issued on 05/16/14 [Member] | Maximum [Member] | |
Exercise Price | $5 |
Contractual Life (Years) | 5 years 6 months |
Expiration Date | 16-May-20 |
Warrants_And_Options_Details_N
Warrants And Options (Details Narrative) (USD $) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net gain loss on derivative liability | ($143,267) | $943,460 | ||
Vested and unvested warrants expensed | 198,560 | |||
Vested and unvested warrants | 474,671 | |||
Value of unvested warrant | 417,625 | |||
Stock price | $2.48 | |||
Exercise price | $2.47 | |||
Volatility rate | 239.00% | |||
Risk free rate | 0.78% | |||
Options expired | 60,000 | 30,000 | ||
Issuance [Member] | ||||
Warrant issued and surplus | 29,392 | |||
Value of unvested warrant | 60,250 | |||
Allocated value of warrants | 30,019 | |||
Warrant Term | 5 years | |||
Exercise price | $2.47 | |||
Consultant [Member] | ||||
Warrant issued and surplus | 35,000 | |||
Value of unvested warrant | $86,190 | |||
Warrant Term | 5 years | |||
Stock price | $2.48 | |||
Exercise price | $2.47 | |||
Volatility rate | 239.00% | |||
Risk free rate | 0.78% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities: | ||
Derivative liability | $1,577,640 | |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative liability | 1,577,640 | |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative liability |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Measurements Details 1 | |
Balance as of December 31, 2013 | |
Derivative liability recorded | 4,078,054 |
Adjustment due to amendment | -3,924,967 |
Fair value adjustment | 1,424,553 |
Balance as of December 31, 2014 | $1,577,640 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Derivative Financial Instruments Details | |
Risk-free interest rate | 1.65% |
Estimated volatility | 232.60% |
Dividend rate | |
Estimated term in years | 4 years |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Derivative Financial Instruments Details Narrative | |
Fair market value of warrants in derivative liability | $1,577,640 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details | ||
Net loss | ($8,213,529) | ($3,710,289) |
Tax adjustments | 1,072,258 | 253,944 |
Total | -7,141,271 | -3,456,345 |
Tax rate | 32.00% | 30.00% |
Income tax recovery at statutory rate | -2,247,408 | -1,044,766 |
Valuation allowance | 2,247,408 | 1,044,766 |
Provision for income taxes |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes Details 1 | ||
Net operating losses carried forward | $4,295,152 | $2,466,484 |
Valuation allowance | -4,295,152 | -2,466,484 |
Net deferred income tax asset |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes Details Narrative | ||
Net operating losses | $7,141,271 | $3,456,345 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
Commitments And Contingencies Details | |
2015 | $98,477 |
2016 | 89,648 |
2017 | 2,806 |
Thereafter |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (Walloon Region [Member], USD $) | Dec. 31, 2014 |
Walloon Region [Member] | |
Amount outstanding | $351,773 |