Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | VOLITIONRX LTD | ||
Entity Central Index Key | 93,314 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 18,863,272 | ||
Entity Public Float | $ 50,777,898 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash | $ 5,916,006 | $ 2,138,964 |
Prepaid expenses | 152,926 | 144,095 |
Other current assets | 153,723 | 52,659 |
Total Current Assets | 6,222,655 | 2,335,718 |
Property and equipment, net | 783,805 | 288,585 |
Intangible assets, net | 705,381 | 808,726 |
Total Assets | 7,711,841 | 3,433,029 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 712,160 | 797,909 |
Management and directors' fees payable | $ 71,893 | 146,016 |
Derivative Liability | $ 1,577,640 | |
Capital lease liabilities | $ 81,338 | |
Deferred grant income | 219,360 | $ 191,512 |
Grant repayable | 34,899 | |
Total Current Liabilities | 1,119,650 | $ 2,713,077 |
Capital lease liabilities | 299,863 | |
Grant repayable | 248,009 | $ 351,773 |
Total Liabilities | $ 1,667,522 | $ 3,064,850 |
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, at $0.001 par value Issued and outstanding: 18,763,272 shares and 14,691,332 respectively | $ 18,763 | $ 14,691 |
Additional paid-in capital | 35,149,420 | 19,966,771 |
Accumulated other comprehensive loss | (84,171) | (103,832) |
Accumulated Deficit | (29,039,693) | (19,509,451) |
Total Stockholders' Equity | 6,044,319 | 368,179 |
Total Liabilities and Stockholders' Equity | $ 7,711,841 | $ 3,433,029 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Peferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 18,763,272 | 14,691,332 |
Common Stock, shares outstanding | 18,763,272 | 14,691,332 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements Of Operations And Comprehensive Loss | ||
Revenue | ||
Expenses | ||
General and administrative | $ 669,016 | $ 299,051 |
Professional fees | 1,606,259 | 533,716 |
Salaries and office administrative fees | 1,628,726 | 1,075,410 |
Research and development | 6,101,718 | 4,044,023 |
Total Operating Expenses | 10,005,719 | 5,952,200 |
Net Operating Loss | (10,005,719) | (5,952,200) |
Other Income/(Expenses) | ||
Grants received | 146,812 | 143,987 |
(Other Expenses)/Other Income | (15,683) | 14,785 |
Gain/(Loss) on derivative liabilities | 339,744 | (2,420,101) |
Net Other Income/(Expenses) | 470,873 | $ (2,261,329) |
Provision for Income Taxes | 4,604 | |
Net Loss | (9,530,242) | $ (8,213,529) |
Other Comprehensive Gain/(Loss) | ||
Foreign currency translation adjustments | 19,661 | (44,037) |
Total Other Comprehensive Gain/(Loss) | 19,661 | (44,037) |
Net Comprehensive Loss | $ (9,510,581) | $ (8,257,566) |
Net Loss per Share - Basic and Diluted | $ (0.54) | $ (0.61) |
Weighted Average Shares Outstanding - Basic and Diluted | 17,731,809 | 13,435,253 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | ||
Net loss | $ (9,530,242) | $ (8,213,529) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 236,340 | 142,131 |
Stock based compensation | 1,493,334 | 767,483 |
Common stock and warrants issued for services (recapture) | (42,131) | 708,182 |
Non-operating income - grants received | (146,812) | (143,987) |
(Gain) / Loss on derivative re-measurement | $ (339,744) | 1,424,554 |
Derivative expense | 995,547 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | $ (12,687) | (78,335) |
Other current assets | (108,603) | (24,731) |
Accounts payable and accrued liabilities | (315,778) | 281,860 |
Net Cash Used In Operating Activities | (8,766,323) | (4,140,825) |
Investing Activities | ||
Purchases of property and equipment | (297,243) | $ (302,989) |
Purchase of patents | (55,000) | |
Net Cash Used in Investing Activities | (352,243) | $ (302,989) |
Financing Activities | ||
Net proceeds from issuance of common shares | 12,497,621 | 5,626,945 |
Grants received | 146,812 | 143,987 |
Grants repaid | (33,174) | $ (33,166) |
Deferred grant income | 48,191 | |
Capital lease funding | 223,152 | |
Net Cash Provided By Financing Activities | 12,882,602 | $ 5,737,766 |
Effect of foreign exchange on cash | 13,006 | (43,692) |
Increase in Cash | 3,777,042 | 1,250,260 |
Cash - Beginning of Period | 2,138,964 | 888,704 |
Cash - End of Period | 5,916,006 | 2,138,964 |
Supplemental Disclosures of Cash Flow Information | ||
Interest paid | $ 7,326 | $ 10,541 |
Income tax paid | ||
Non Cash Financing Activities: | ||
Common stock issued on cashless exercises of stock options | $ 33 | |
Change in derivative liability | 1,237,896 | $ 3,924,967 |
Capital lease obligation for equipment purchases | $ 381,201 |
Consolidated Statement of Stock
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, 2013 | $ 11,680 | $ 12,024,711 | $ (59,795) | $ (11,295,922) | $ 680,674 |
Beginning 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 | ||||
Common stock issued for cash, Amount | $ 4,039 | 13,414,097 | 13,418,136 | ||
Common stock issued for cash, Shares | 4,038,883 | ||||
Common stock issued for cashless exercise of stock options, Amount | $ 33 | (33) | |||
Common stock issued for cashless exercise of stock options, Shares | 33,057 | ||||
Direct offering costs | (920,514) | (920,514) | |||
Employee stock options granted for services | 1,493,334 | 1,493,334 | |||
Change in derivative liability | 1,237,896 | 1,237,896 | |||
Warrants granted for services | (42,131) | (42,131) | |||
Other comprehensive income (loss) | 19,661 | 19,661 | |||
Net loss | (9,530,242) | (9,530,242) | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 18,763 | $ 35,149,420 | $ (84,171) | $ (29,039,693) | $ 6,044,319 |
Ending Balance, Shares at Dec. 31, 2015 | 18,763,272 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
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 subsidiariesis to develop and bring to market diagnostic tests for cancer and other diseases. The tests are based on the science of Nucleosomics ® which is the practice of identifying and measuring nucleosomes in the bloodstream or other biofluids – 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. Belgian Volition SA, has one wholly owned subsidiary, Volition Diagnostics UK Limited, which it formed as of November 13, 2015. 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, 2015 | |
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 ("U.S. GAAP") 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 $29,039,693, has negative cash flows from operations, and currently no 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 financings as may be required to sustain its operations. Management's plan to address these needs 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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 U.S. GAAP 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 experiences 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 could be affected. Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2015 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition Pte Ltd., Belgian Volition SA, Hypergenomics Pte. Ltd. and Volition Diagnostics UK Limited. 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. At December 31, 2015 and December 31, 2014, the Company had $5,916,006 and $2,138,964, respectively in cash and cash equivalents. At December 31, 2015 and December 31, 2014 the Company had approximately $762,187 and $nil in its domestic accounts in excess of Federal Deposit Insurance Corporation insured limits, respectively. At December 31, 2015 and December 31, 2014 the Company had approximately $395,100 and $233,727 in its foreign accounts in excess of the Belgian Deposit Guarantee insured limits, respectively. At December 31, 2015 and December 31, 2014 the Company had approximately $4,338,088 and $1,879,840 in its foreign accounts in excess of the Singapore Deposit Insurance Scheme, respectively. 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, 2015, 2,257,809 dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. As of December 31, 2014, 1,857,761 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 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 assets or liabilities 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 cash is determined based on "Level 1" inputs, which consists 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. 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 these financial statements 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, 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 Equipment held under capital lease 5 years Office furniture and equipment 5 years Intangible Assets Intangible assets are stated at cost and are amortized on a straight line basis, at the following rates: Patents and Intellectual Property 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. Research and Development In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $6,101,718 and $4,044,023 during the years ended December 31, 2015 and 2014, respectively. Impairment of Long-Lived Assets In accordance with ASC 360, Property Plant and Equipment Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Equity-Based Payments to Non-Employees 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 the 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 the expenditure claimed. Funding received that is repayable is shown as a liability. Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 4 - Property and Equipment | The Company's property and equipment consist of the following amounts as of December 31, 2015 and 2014: December 31, 2015 Accumulated Net Carrying Cost Depreciation Value $ $ $ Computer hardware 72,317 45,731 26,586 Laboratory equipment 319,209 108,589 210,620 Equipment held under capital lease 600,325 70,038 530,287 Office furniture and equipment 34,155 17,843 16,312 1,026,006 242,201 783,805 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 Equipment held under capital lease - - - Office furniture and equipment 31,745 12,403 19,341 393,361 104,776 288,585 On April 8, 2015 the Company entered into a five year capital lease to purchase three Tecan machines (automated liquid handling robots) for a total sum of $600,325 (€550,454). During the years ended December 31, 2015 and 2014, the Company recognized $150,439 and $47,095 in depreciation expense respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 5 - Intangible Assets | The Company's intangible assets consist of intellectual property and patents, mainly acquired in the acquisition of ValiBio SA. The patents and intellectual property are being amortized over their remaining lives, which range from 8 to 16 years. December 31, 2015 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,119,302 413,921 705,381 1,119,302 413,921 705,381 December 31, 2014 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,173,593 364,867 808,726 1,173,593 364,867 808,726 On February 20, 2015, the Company purchased the Nucleosomics ® ® During the years ended December 31, 2015 and 2014, the Company recognized $85,901 and $95,037 in amortization expense respectively. No impairment losses were recognized during the years ended December 31, 2014 and December 31, 2015. 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: 2016 $ 85,378 2017 $ 85,378 2018 $ 85,378 2019 $ 85,378 2020 $ 85,378 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, 2015. The result of this review confirmed that the fair value of the patents exceeded their carrying value as of December 31, 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 6 - Related Party Transactions | The Company has had agreements with a related party to rent office space, be provided with office support staff, and have consultancy services provided on behalf of the Company. See Note 12 for obligations under the agreements. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 7 - Common Stock | 2015 On February 6, 2015, the Company issued 2,475,000 shares of common stock at a price of $3.75 per share, for net cash proceeds of approximately $8.5 million. On February 13, 2015, the Company issued 343,383 shares of common stock at a price of $3.75 per share, for net cash proceeds of approximately $1.2 million. On February 23, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On March 6, 2015, 400,000 shares of common stock were issued at a price of $3.75 per share, for net cash proceeds of $1.5 million. On June 11, 2015, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On July 20, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On September 16, 2015, 12,500 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $27,500. As a result, a total of 12,500 shares of common stock were issued. On October 6, 2015, 100,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $220,000. As a result, a total of 100,000 shares of common stock were issued. On October 28, 2015, 300,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $660,000. As a result, a total of 300,000 shares of common stock were issued. On November 18, 2015, stock options were exercised to purchase 20,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 4,810 shares of common stock. On December 1, 2015, 8,000 warrants were exercised at a price of $2.40 per share, for net cash proceeds of $19,200. As a result, a total of 8,000 shares of common stock were issued. On December 2, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,081 shares of common stock. On December 9, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,166 shares of common stock. On December 14, 2015, 250,000 warrants were exercised at a price of $1.05 per share, for net cash proceeds of $262,500. As a result, a total of 250,000 shares of common stock were issued. 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 net cash proceeds 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 net cash proceeds 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 at a price of $2.47 per share, for net cash proceeds of $123,500. As a result, a total of 50,000 shares of common stock were issued. On October 9, 2014, the Company issued 91,757 shares of common stock at a price of $2.50 per share for net cash proceeds 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, 2014, 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, 2014, the Company issued 3,115 shares of common stock at a price of $3.00 per share for net cash proceeds of $9,345. |
Warrants And Options
Warrants And Options | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 8 - Warrants And Options | a) Warrants 2015 On February 23, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On May 10, 2015, 26,685 warrants with an exercise price of $1.75 per share terminated by their terms. On June 11, 2015, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On July 20, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On September 16, 2015, 12,500 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $27,500. As a result, a total of 12,500 shares of common stock were issued. On October 6, 2015, 100,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $220,000. As a result, a total of 100,000 shares of common stock were issued. On October 28, 2015, 300,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $660,000. As a result, a total of 300,000 shares of common stock were issued. On December 1, 2015, 8,000 warrants were exercised at a price of $2.40 per share, for net cash proceeds of $19,200. As a result, a total of 8,000 shares of common stock were issued. On December 14, 2015, a related party exercised 250,000 warrants at a price of $1.05 per share, for net cash proceeds of $262,500. As a result, a total of 250,000 shares of common stock were issued. 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. Below is a table summarizing the warrants issued and outstanding as of December 31, 2015 Date Issued Number Outstanding Exercise Price $ Contractual Life (Years) Expiration Date Proceeds to Company if Exercised $ 03/15/11 100,000 0.50 5 3/15/2016 50,000 03/24/11 100,000 0.50 5 3/24/2016 50,000 04/01/11 100,000 0.50 5 4/1/2016 50,000 06/21/11 100,000 0.50 5 6/21/2016 50,000 05/11/12 344,059 2.60 4 05/10/16 894,553 03/20/13 150,000 2.47 3 03/20/16 to 12/20/19 370,500 06/10/13 29,750 2.00 5 12/10/18 59,500 08/07/13 45,000 2.40 3 08/07/16 108,000 11/25/13 456,063 2.40 5 11/25/18 1,094,551 12/31/13 64,392 2.40 5 11/25/18 154,541 01/28/14 2,000 2.40 3 01/28/17 4,800 02/26/14 1,068,475 2.20 5 02/26/19 2,350,645 09/05/14 10,000 2.40 3 09/05/17 24,000 09/26/14 24,000 3.00 3 09/26/17 72,000 11/17/14 19,000 3.75 3 11/17/17 71,250 2,612,739 5,404,340 b) Options On October 30, 2015, the Company adopted and approved the 2015 Stock Incentive Plan for the directors, officers, employees and consultants to the Company. Pursuant to the Plan, the Company is authorized to issue 1,000,000 shares of the Company's common stock. 2015 On May 18, 2015, the Company granted options to purchase 20,000 shares. These options vest six months after the date of grant, and expire four years after the vesting date, with an exercise price of $3.80 per share. 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 years, stock price $3.45, exercise price $3.80, 72.1% volatility, 1.54% risk free rate. On May 18, 2015, the Company amended the expiry period of 630,000 stock options, originally granted on November 25, 2011. The expiration period was extended from three to four years for all 630,000 stock options. As a result, an additional $20,796 of stock option amortization was realized in 2015. On July 23, 2015, the Company granted options to purchase 327,000 shares, at an exercise price of $4.00 per share. All of the 327,000 options will vest on January 23, 2016 and will expire on January 23, 2020. 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 years, stock price $3.55, exercise price $4.00, 88.3% volatility, 1.65% risk free rate. On August 14, 2015, the Company amended the vesting date of 10,000 stock options, originally granted on August 18, 2014, from August 18, 2015 to August 16, 2015. On August 17, 2015, the Company granted options to purchase 75,000 shares, at an exercise price of $3.75 per share. All of the 75,000 options vested on August 17, 2015 and will expire on August 17, 2020. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 5.0 years, stock price $3.31, exercise price $3.75, 87.9% volatility, 1.58% risk free rate. On November 18, 2015, stock options were exercised to purchase 20,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 4,810 shares of common stock. On December 2, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,081 shares of common stock to a related party. On December 9, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,166 shares of common stock to a related party. During the year ended December 31, 2015, 40,000 options expired unexercised following the cessation of a consultant's contract. 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. Below is a table summarizing the options issued and outstanding as of December 31, 2015 Below is a table summarizing the options issued and outstanding as of December 31, 2015, which have a weighted average exercise price of $3.53 per share and a weighted average remaining contractual life of 3.0 years. Date Issued Number Outstanding Exercise Price $ Contractual Life (Years) Expiration Date Proceeds to Company if Exercised $ 11/25/11 630,000 3.00-5.00 4.5-7.0 05/25/16-11/25/18 2,520,000 09/01/12 30,000 4.31-6.31 3.0 03/01/16-09/01/18 159,300 03/20/13 37,000 2.35-4.35 3.0 09/20/16-03/20/19 123,950 09/02/13 16,300 2.35-4.35 3.0 03/02/14-09/02/16 54,605 05/16/14 25,000 3.00-5.00 3.0-5.5 11/16/17-05/16/20 100,000 08/18/14 670,000 2.50-3.00 4.5-5.5 02/18/19-02/18/20 1,842,500 05/18/15 20,000 3.80 4.5 11/18/19 76,000 07/23/15 327,000 4.00 4.5 01/23/20 1,308,000 08/17/15 75,000 3.75 5.0 08/17/20 281,250 1,830,300 6,465,605 Total remaining unrecognized compensation cost related to unvested stock options is approximately $159,096 and is expected to be recognized over a period of 1.5 years. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 9 - 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, 2015. Level 1 Level 2 Level 3 Fair Value at December 31, 2015 Liabilities Derivative Liability $ - $ - $ - $ - Level 1 Level 2 Level 3 Fair Value at December 31, 2014 Liabilities Derivative liability $ - $ 1,577,640 $ - $ 1,577,640 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, 2014 $ 1,577,640 Exercise of warrants attached to derivative liability $ (74,347 ) Adjustment due to expiry of derivative liability $ (1,163,549 ) Fair value adjustments $ (339,744 ) Balance as of December 31, 2015 $ - During the year ended December 31, 2015, the Company issued warrants for services at fair market value of $nil, options under the 2011 Equity Incentive Plan at fair market value of $950,455 and re-measured options, where their exercise period was extended, to fair market value of $705,818, an increase of $20,796. The Company did not issue shares of common stock for services and as at December 31, 2015, the Company had no derivative liabilities. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 10 - 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, 2015 and 2014 was $nil and $1,577,640, 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, 2015 include the following: December 31, 2015 December 31, 2014 Risk-free interest rate 0 % Risk-free interest rate 1.65 % Estimated volatility 0 % Estimated volatility 232.6 % Dividend rate None Dividend rate None Estimated term in years 0 Estimated term in years 4 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 11 - Income Taxes | The Company has estimated net operating losses for the years ended December 31, 2015 and 2014 of $8,774,691 and $7,141,271, 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, UK taxes at a rate of 20.25 percent and U.S. taxes at a rate of 35 percent, for a weighted average of 26 and 32 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: 2015 $ 2014 $ Net loss (9,530,242 ) (8,213,529 ) Tax adjustments 755,551 1,072,258 Estimated net operating losses (8,774,691 ) (7,141,271 ) Tax rate 26 % 32 % Income tax recovery at statutory rate (2,306,549 ) (2,247,408 ) Valuation allowance 2,306,549 2,247,408 Refund received re previous tax year (4,604 ) – Provision for income taxes 4,604 – The significant components of deferred income taxes and assets as at December 31, 2015 are as follows: 2015 $ 2014 $ Net operating losses carried forward 5,792,392 4,295,152 Valuation allowance (5,792,392 ) (4,295,152 ) Net deferred income tax asset - – |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 12. 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 $1,142,971 (€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 $342,891 (€314,406) of this amount by installments over the period June 30, 2014 to June 30, 2023. The Company has recorded the balance of $800,079 (€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 $342,891 (€314,406) and the 6 percent royalty on revenue, is twice the amount of funding received. As at December 31, 2015, $282,908 (€259,406) was outstanding to be repaid to the Walloon Region under this agreement. b) Administrative Support Agreement On August 6, 2010 (and as amended, effective from October 1, 2011 and March 1, 2015), the Company entered into agreements with a related party to rent office space, contract for office support staff, and have consulting services provided on behalf of the Company. From March 1, 2015, the agreements require the Company to pay $7,950 ($7,720 for January and February 2015) per month for office space and staff services as well as approximately $8,000 ($6,500 for January and February 2015) per month in fees for one senior executive. The rental of the office space and the provision of staff services under the terms of the agreement were discontinued by mutual agreement on July 31, 2015. From September 1, 2015, the agreement for payment of fees for one senior executive was amended to approximately $21,115 per month. 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 3 months' prior notice required for termination of the contract. c) Lease Obligations Payable The Company leases three Tecan machines (automated liquid handling robots) under a lease classified as a capital lease. The total cost of this leased laboratory equipment is $600,325 (€550,454). The leased equipment is amortized on a straight line basis over five years. Total accumulated amortization related to the leased equipment is $70,038 (€64,220) for the year ended December 31, 2015 and $nil (€nil) for the year ended December 31, 2014. The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum payments as of December 31, 2015. 2016 $ 88,391 2017 $ 85,401 2018 $ 82,513 2019 $ 79,723 2020 $ 37,228 Total minimum lease payments $ 373,256 Less: Amount representing interest $ 20,367 Present value of minimum lease payments $ 352,889 The Company also 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: 2016 $ 166,429 2017 $ 9,369 Thereafter $ nil Total $ 175,798 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 $425,334 (€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 $425,334 (€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 $1,496,795 (DKR 10,245,000). On April 15, 2015, the Company amended the aforementioned collaborative research agreement with an additional commitment for samples costing $50,000, to be provided over a two year period, expiring on April 15, 2017. 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, 2015 | |
Notes to Financial Statements | |
Note 13 - Subsequent Events | On January 15, 2016, 100,000 warrants were exercised at $0.50 per share, resulting in cash proceeds of $50,000. As a result a total of 100,000 shares of common stock were issued. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 ("U.S. GAAP") 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 $29,039,693, has negative cash flows from operations, and currently no 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 financings as may be required to sustain its operations. Management's plan to address these needs 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 U.S. GAAP 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 experiences 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 could be affected. |
Principles of Consolidation | The accompanying consolidated financial statements for the year ended December 31, 2015 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition Pte Ltd., Belgian Volition SA, Hypergenomics Pte. Ltd. and Volition Diagnostics UK Limited. 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. At December 31, 2015 and December 31, 2014, the Company had $5,916,006 and $2,138,964, respectively in cash and cash equivalents. At December 31, 2015 and December 31, 2014 the Company had approximately $762,187 and $nil in its domestic accounts in excess of Federal Deposit Insurance Corporation insured limits, respectively. At December 31, 2015 and December 31, 2014 the Company had approximately $395,100 and $233,727 in its foreign accounts in excess of the Belgian Deposit Guarantee insured limits, respectively. At December 31, 2015 and December 31, 2014 the Company had approximately $4,338,088 and $1,879,840 in its foreign accounts in excess of the Singapore Deposit Insurance Scheme, respectively. |
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, 2015, 2,257,809 dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. As of December 31, 2014, 1,857,761 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 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 assets or liabilities 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 cash is determined based on "Level 1" inputs, which consists 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. |
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 these financial statements 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, |
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 Equipment held under capital lease 5 years Office furniture and equipment 5 years |
Intangible Assets | Intangible assets are stated at cost and are amortized on a straight line basis, at the following rates: Patents and Intellectual Property 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. |
Research and Development | In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $6,101,718 and $4,044,023 during the years ended December 31, 2015 and 2014, respectively. |
Impairment of Long-Lived Assets | In accordance with ASC 360, Property Plant and Equipment |
Stock-Based Compensation | The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Equity-Based Payments to Non-Employees |
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 the 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 the expenditure claimed. Funding received that is repayable is shown as a liability. |
Reclassification | Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. |
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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Equipment held under capital lease 5 years Office furniture and equipment 5 years |
Intangible assets | Intangible assets are stated at cost and are amortized on a straight line basis, at the following rates: Patents and Intellectual Property 13 years and 20 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property And Equipment Tables | |
Companys property and equipment | The Company's property and equipment consist of the following amounts as of December 31, 2015 and 2014: December 31, 2015 Accumulated Net Carrying Cost Depreciation Value $ $ $ Computer hardware 72,317 45,731 26,586 Laboratory equipment 319,209 108,589 210,620 Equipment held under capital lease 600,325 70,038 530,287 Office furniture and equipment 34,155 17,843 16,312 1,026,006 242,201 783,805 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 Equipment held under capital lease - - - Office furniture and equipment 31,745 12,403 19,341 393,361 104,776 288,585 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Tables | |
Patents amortized over their remaining lives | The patents and intellectual property are being amortized over their remaining lives, which range from 8 to 16 years. December 31, 2015 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,119,302 413,921 705,381 1,119,302 413,921 705,381 December 31, 2014 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,173,593 364,867 808,726 1,173,593 364,867 808,726 |
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: 2016 $ 85,378 2017 $ 85,378 2018 $ 85,378 2019 $ 85,378 2020 $ 85,378 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrants And Options Tables | |
Summary of Warrants Issued And Outstanding | Below is a table summarizing the warrants issued and outstanding as of December 31, 2015 Date Issued Number Outstanding Exercise Price $ Contractual Life (Years) Expiration Date Proceeds to Company if Exercised $ 03/15/11 100,000 0.50 5 3/15/2016 50,000 03/24/11 100,000 0.50 5 3/24/2016 50,000 04/01/11 100,000 0.50 5 4/1/2016 50,000 06/21/11 100,000 0.50 5 6/21/2016 50,000 05/11/12 344,059 2.60 4 05/10/16 894,553 03/20/13 150,000 2.47 3 03/20/16 to 12/20/19 370,500 06/10/13 29,750 2.00 5 12/10/18 59,500 08/07/13 45,000 2.40 3 08/07/16 108,000 11/25/13 456,063 2.40 5 11/25/18 1,094,551 12/31/13 64,392 2.40 5 11/25/18 154,541 01/28/14 2,000 2.40 3 01/28/17 4,800 02/26/14 1,068,475 2.20 5 02/26/19 2,350,645 09/05/14 10,000 2.40 3 09/05/17 24,000 09/26/14 24,000 3.00 3 09/26/17 72,000 11/17/14 19,000 3.75 3 11/17/17 71,250 2,612,739 5,404,340 |
Summary of options issued and outstanding | Below is a table summarizing the options issued and outstanding as of December 31, 2015, which have a weighted average exercise price of $3.53 per share and a weighted average remaining contractual life of 3.0 years. Date Issued Number Outstanding Exercise Price $ Contractual Life (Years) Expiration Date Proceeds to Company if Exercised $ 11/25/11 630,000 3.00-5.00 4.5-7.0 05/25/16-11/25/18 2,520,000 09/01/12 30,000 4.31-6.31 3.0 03/01/16-09/01/18 159,300 03/20/13 37,000 2.35-4.35 3.0 09/20/16-03/20/19 123,950 09/02/13 16,300 2.35-4.35 3.0 03/02/14-09/02/16 54,605 05/16/14 25,000 3.00-5.00 3.0-5.5 11/16/17-05/16/20 100,000 08/18/14 670,000 2.50-3.00 4.5-5.5 02/18/19-02/18/20 1,842,500 05/18/15 20,000 3.80 4.5 11/18/19 76,000 07/23/15 327,000 4.00 4.5 01/23/20 1,308,000 08/17/15 75,000 3.75 5.0 08/17/20 281,250 1,830,300 6,465,605 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 Level 1 Level 2 Level 3 Fair Value at December 31, 2015 Liabilities Derivative Liability $ - $ - $ - $ - Level 1 Level 2 Level 3 Fair Value at December 31, 2014 Liabilities Derivative liability $ - $ 1,577,640 $ - $ 1,577,640 |
Schedule of Derivative Liabilities at Fair Value | 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, 2014 $ 1,577,640 Exercise of warrants attached to derivative liability $ (74,347 ) Adjustment due to expiry of derivative liability $ (1,163,549 ) Fair value adjustments $ (339,744 ) Balance as of December 31, 2015 $ - |
Derivative Financial Instrume26
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Financial Instruments Tables | |
Significant assumptions used in the Black-Scholes model | Significant assumptions used in the Black-Scholes model at December 31, 2015 include the following: December 31, 2015 December 31, 2014 Risk-free interest rate 0 % Risk-free interest rate 1.65 % Estimated volatility 0 % Estimated volatility 232.6 % Dividend rate None Dividend rate None Estimated term in years 0 Estimated term in years 4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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: 2015 $ 2014 $ Net loss (9,530,242 ) (8,213,529 ) Tax adjustments 755,551 1,072,258 Estimated net operating losses (8,774,691 ) (7,141,271 ) Tax rate 26 % 32 % Income tax recovery at statutory rate (2,306,549 ) (2,247,408 ) Valuation allowance 2,306,549 2,247,408 Refund received re previous tax year (4,604 ) – Provision for income taxes 4,604 – |
Components of deferred income taxes and assets | The significant components of deferred income taxes and assets as at December 31, 2015 are as follows: 2015 $ 2014 $ Net operating losses carried forward 5,792,392 4,295,152 Valuation allowance (5,792,392 ) (4,295,152 ) Net deferred income tax asset - – |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies | |
Future minimum lease payments | The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum payments as of December 31, 2015. 2016 $ 88,391 2017 $ 85,401 2018 $ 82,513 2019 $ 79,723 2020 $ 37,228 Total minimum lease payments $ 373,256 Less: Amount representing interest $ 20,367 Present value of minimum lease payments $ 352,889 |
Operating lease payments | The Company also 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: 2016 $ 166,429 2017 $ 9,369 Thereafter $ nil Total $ 175,798 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2015 | |
Nature Of Operations And Continuance Of Business Details Narrative | |
Company incorporated date | Sep. 24, 1998 |
Company incorporated state | State of Delaware |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | 65 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Going Concern Details Narrative | |||
Incurred losses | $ (9,530,242) | $ (8,213,529) | $ 29,039,693 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
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 |
Equipment held under capital lease | |
Assets useful life | 5 years |
Office Furniture and Equipment [Member] | |
Assets useful life | 5 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and Cash Equivalents | $ 5,916,006 | $ 2,138,964 | $ 888,704 |
Accumulated other comprehensive loss | (84,171) | (103,832) | |
Research and development expenses | 6,101,718 | 4,044,023 | |
Impairment of long-lived assets | 0 | 0 | |
Federal Deposit Insurance Corporation [Member] | |||
Cash and Cash Equivalents | 762,187 | 0 | |
Belgian Deposit Guarantee [Member] | |||
Cash and Cash Equivalents | 395,100 | 233,727 | |
Singapore Deposit Insurance [Member] | |||
Cash and Cash Equivalents | $ 4,338,088 | $ 1,879,840 | |
Dilutive Warrants And Options [Member] | |||
Potentially dilutive warrants and options | 2,257,809 | 1,857,761 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 1,026,006 | $ 393,361 |
Accumulated Depreciation | 242,201 | 104,776 |
Net Carrying Value | 783,805 | 288,585 |
Computer Hardware [Member] | ||
Cost | 72,317 | 48,331 |
Accumulated Depreciation | 45,731 | 39,293 |
Net Carrying Value | 26,586 | 9,039 |
Laboratory Equipment [Member] | ||
Cost | 319,209 | 313,285 |
Accumulated Depreciation | 108,589 | 53,080 |
Net Carrying Value | 210,620 | $ 260,205 |
Equipment held under capital lease | ||
Cost | 600,325 | |
Accumulated Depreciation | 70,038 | |
Net Carrying Value | 530,287 | |
Office Furniture and Equipment [Member] | ||
Cost | 34,155 | $ 31,745 |
Accumulated Depreciation | 17,843 | 12,403 |
Net Carrying Value | $ 16,312 | $ 19,341 |
Property and Equipment (Detai34
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property And Equipment Details Narrative | ||
Depreciation Expense | $ 150,439 | $ 47,095 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 1,119,302 | $ 1,173,593 |
Accumulated Amortization | 413,921 | 364,867 |
Net Carrying Value | 705,381 | 808,726 |
Patents [Member] | ||
Cost | 1,119,302 | 1,173,593 |
Accumulated Amortization | 413,921 | 364,867 |
Net Carrying Value | $ 705,381 | $ 808,726 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Dec. 31, 2015USD ($) |
Intangible Assets Details 1 | |
2,016 | $ 85,378 |
2,017 | 85,378 |
2,018 | 85,378 |
2,019 | 85,378 |
2,020 | $ 85,378 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization expense | $ 85,901 | $ 95,037 |
Impairment losses | ||
Minimum [Member] | ||
Intangible Assets Remaining amortized life | 8 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 |
Warrants And Options (Details)
Warrants And Options (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
On 03/15/11 [Member] | |
Number Outstanding | shares | 100,000 |
Exercise Price | $ / shares | $ 0.5 |
Contractual Life (Years) | 5 years |
Expiration Date | Mar. 15, 2016 |
Value if Exercised | $ | $ 50,000 |
On 03/24/11 [Member] | |
Number Outstanding | shares | 100,000 |
Exercise Price | $ / shares | $ 0.5 |
Contractual Life (Years) | 5 years |
Expiration Date | Mar. 24, 2016 |
Value if Exercised | $ | $ 50,000 |
On 04/01/11 [Member] | |
Number Outstanding | shares | 100,000 |
Exercise Price | $ / shares | $ 0.5 |
Contractual Life (Years) | 5 years |
Expiration Date | Apr. 1, 2016 |
Value if Exercised | $ | $ 50,000 |
On 06/21/11 [Member] | |
Number Outstanding | shares | 100,000 |
Exercise Price | $ / shares | $ 0.5 |
Contractual Life (Years) | 5 years |
Expiration Date | Jun. 21, 2016 |
Value if Exercised | $ | $ 50,000 |
On 05/11/12 [Member] | |
Number Outstanding | shares | 344,059 |
Exercise Price | $ / shares | $ 2.6 |
Contractual Life (Years) | 4 years |
Expiration Date | May 10, 2016 |
Value if Exercised | $ | $ 894,553 |
On 03/20/13 [Member] | |
Number Outstanding | shares | 150,000 |
Exercise Price | $ / shares | $ 2.47 |
Contractual Life (Years) | 3 years |
Value if Exercised | $ | $ 370,500 |
On 03/20/13 [Member] | Minimum [Member] | |
Expiration Date | Mar. 20, 2016 |
On 03/20/13 [Member] | Maximum [Member] | |
Expiration Date | Dec. 20, 2019 |
On 06/10/13 [Member] | |
Number Outstanding | shares | 29,750 |
Exercise Price | $ / shares | $ 2 |
Contractual Life (Years) | 5 years |
Expiration Date | Dec. 10, 2018 |
Value if Exercised | $ | $ 59,500 |
On 08/07/13 [Member] | |
Number Outstanding | shares | 45,000 |
Exercise Price | $ / shares | $ 2.4 |
Contractual Life (Years) | 3 years |
Expiration Date | Aug. 7, 2016 |
Value if Exercised | $ | $ 108,000 |
On 11/25/13 [Member] | |
Number Outstanding | shares | 456,063 |
Exercise Price | $ / shares | $ 2.4 |
Contractual Life (Years) | 5 years |
Expiration Date | Nov. 25, 2018 |
Value if Exercised | $ | $ 1,094,551 |
On 12/31/13 [Member] | |
Number Outstanding | shares | 64,392 |
Exercise Price | $ / shares | $ 2.4 |
Contractual Life (Years) | 5 years |
Expiration Date | Nov. 25, 2018 |
Value if Exercised | $ | $ 154,541 |
On 01/28/14 [Member] | |
Number Outstanding | shares | 2,000 |
Exercise Price | $ / shares | $ 2.4 |
Contractual Life (Years) | 3 years |
Expiration Date | Jan. 28, 2017 |
Value if Exercised | $ | $ 4,800 |
On 02/26/14 [Member] | |
Number Outstanding | shares | 1,068,475 |
Exercise Price | $ / shares | $ 2.2 |
Contractual Life (Years) | 5 years |
Expiration Date | Feb. 26, 2019 |
Value if Exercised | $ | $ 2,350,645 |
On 09/05/14 [Member] | |
Number Outstanding | shares | 10,000 |
Exercise Price | $ / shares | $ 2.4 |
Contractual Life (Years) | 3 years |
Expiration Date | Sep. 5, 2017 |
Value if Exercised | $ | $ 24,000 |
On 09/26/14 [Member] | |
Number Outstanding | shares | 24,000 |
Exercise Price | $ / shares | $ 3 |
Contractual Life (Years) | 3 years |
Expiration Date | Sep. 26, 2017 |
Value if Exercised | $ | $ 72,000 |
On 11/17/2014 [Member] | |
Number Outstanding | shares | 19,000 |
Exercise Price | $ / shares | $ 3.75 |
Contractual Life (Years) | 3 years |
Expiration Date | Nov. 17, 2017 |
Value if Exercised | $ | $ 71,250 |
On 12/31/2015 [Member] | |
Number Outstanding | shares | 2,612,739 |
Value if Exercised | $ | $ 5,404,340 |
Warrants And Options (Details 1
Warrants And Options (Details 1) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Issued on 08/18/14 [Member] | |
Number Outstanding | shares | 670,000 |
Proceeds to Company if Exercised | $ | $ 1,842,500 |
Issued on 12/31/2015 [Member] | |
Number Outstanding | shares | 1,830,300 |
Proceeds to Company if Exercised | $ | $ 6,465,605 |
Minimum [Member] | Issued on 08/18/14 [Member] | |
Exercise Price | $ 2.50 |
Contractual Life (Years) | 4 years 6 months |
Expiration Date | Feb. 18, 2019 |
Maximum [Member] | Issued on 08/18/14 [Member] | |
Exercise Price | $ 3 |
Contractual Life (Years) | 5 years 6 months |
Expiration Date | Feb. 18, 2020 |
Issued On 11/25/11 [Member] | |
Number Outstanding | shares | 630,000 |
Proceeds to Company if Exercised | $ | $ 2,520,000 |
Issued On 11/25/11 [Member] | Minimum [Member] | |
Exercise Price | $ 3 |
Contractual Life (Years) | 4 years 6 months |
Expiration Date | May 25, 2016 |
Issued On 11/25/11 [Member] | Maximum [Member] | |
Exercise Price | $ 5 |
Contractual Life (Years) | 7 years |
Expiration Date | Nov. 25, 2018 |
Issued On 09/01/12 [Member] | |
Number Outstanding | shares | 30,000 |
Contractual Life (Years) | 3 years |
Proceeds to Company if Exercised | $ | $ 159,300 |
Issued On 09/01/12 [Member] | Minimum [Member] | |
Exercise Price | $ 4.31 |
Expiration Date | Mar. 1, 2016 |
Issued On 09/01/12 [Member] | Maximum [Member] | |
Exercise Price | $ 6.31 |
Expiration Date | Sep. 1, 2018 |
Issued On 03/20/13 [Member] | |
Number Outstanding | shares | 37,000 |
Contractual Life (Years) | 3 years |
Proceeds to Company if Exercised | $ | $ 123,950 |
Issued On 03/20/13 [Member] | Minimum [Member] | |
Exercise Price | $ 2.35 |
Expiration Date | Sep. 20, 2016 |
Issued On 03/20/13 [Member] | Maximum [Member] | |
Exercise Price | $ 4.35 |
Expiration Date | Mar. 20, 2019 |
Issued on 09/02/13 [Member] | |
Number Outstanding | shares | 16,300 |
Contractual Life (Years) | 3 years |
Proceeds to Company if Exercised | $ | $ 54,605 |
Issued on 09/02/13 [Member] | Minimum [Member] | |
Exercise Price | $ 2.35 |
Expiration Date | Mar. 2, 2014 |
Issued on 09/02/13 [Member] | Maximum [Member] | |
Exercise Price | $ 4.35 |
Expiration Date | Sep. 2, 2016 |
Issued on 05/16/14 [Member] | |
Number Outstanding | shares | 25,000 |
Proceeds to Company if Exercised | $ | $ 100,000 |
Issued on 05/16/14 [Member] | Minimum [Member] | |
Exercise Price | $ 3 |
Contractual Life (Years) | 3 years |
Expiration Date | Nov. 16, 2017 |
Issued on 05/16/14 [Member] | Maximum [Member] | |
Exercise Price | $ 5 |
Contractual Life (Years) | 5 years 6 months |
Expiration Date | May 16, 2020 |
Issued on 05/18/15 [Member] | |
Number Outstanding | shares | 20,000 |
Exercise Price | $ 3.80 |
Contractual Life (Years) | 4 years 6 months |
Expiration Date | Nov. 18, 2019 |
Proceeds to Company if Exercised | $ | $ 76,000 |
Issued on 07/23/15 [Member] | |
Number Outstanding | shares | 327,000 |
Exercise Price | $ 4 |
Contractual Life (Years) | 4 years 6 months |
Expiration Date | Jan. 23, 2020 |
Proceeds to Company if Exercised | $ | $ 1,308,000 |
Issued on 08/17/15 [Member] | |
Number Outstanding | shares | 75,000 |
Exercise Price | $ 3.75 |
Contractual Life (Years) | 4 years 6 months |
Expiration Date | Aug. 17, 2020 |
Proceeds to Company if Exercised | $ | $ 281,250 |
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, 2015 | Dec. 31, 2014 | |
DisclosureWarrantsAndOptionsDetailsNarrativeAbstract | ||||
Net gain loss on derivative liability | $ (143,267) | $ 943,460 | ||
Vested and unvested warrants expensed | $ 159,096 | |||
Warrant Term | 1 year 6 months | |||
Exercise price | $ 3.53 | |||
weighted average remaining contractual life | 3 years | |||
Options expired | 40,000 | 60,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
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 (Deta42
Fair Value Measurements (Details 1) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Measurements Details 1 | |
Balance as of December 31, 2014 | $ 1,577,640 |
Exercise of warrants attached to derivative liability | (74,347) |
Adjustment due to expiry of derivative liability | (1,163,549) |
Fair value adjustment | $ (339,744) |
Balance as of December 31, 2015 |
Fair Value Measurements (Deta43
Fair Value Measurements (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Increase of fair market value re-measured options | $ 705,818 |
Fair market value re-measured options | 20,796 |
Two Thousand Eleven Equity Incentive Plan at fair market value [Member] | |
Fair market value | $ 950,455 |
Derivative Financial Instrume44
Derivative Financial Instruments (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Financial Instruments Details | ||
Risk-free interest rate | 0.00% | 1.65% |
Estimated volatility | 0.00% | 232.60% |
Dividend rate | ||
Estimated term in years | 0 years | 4 years |
Derivative Financial Instrume45
Derivative Financial Instruments (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Financial Instruments Details Narrative | ||
Fair market value of derivative features warrants in derivative liability | $ 1,577,640 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details | ||
Net loss | $ (9,530,242) | $ (8,213,529) |
Tax adjustments | 755,551 | 1,072,258 |
Estimated net operating losses | $ (8,774,691) | $ (7,141,271) |
Tax rate | 26.00% | 32.00% |
Income tax recovery at statutory rate | $ (2,306,549) | $ (2,247,408) |
Valuation allowance | 2,306,549 | $ 2,247,408 |
Refund received re previous tax year | (4,604) | |
Provision for income taxes | $ 4,604 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes Details 1 | ||
Net operating losses carried forward | $ 5,792,392 | $ 4,295,152 |
Valuation allowance | $ (5,792,392) | $ (4,295,152) |
Net deferred income tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes Details Narrative | ||
Net operating losses | $ 8,774,691 | $ 7,141,271 |
Commitments and Contingencies49
Commitments and Contingencies (Details) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Details | |
2,016 | $ 166,429 |
2,017 | $ 9,369 |
Thereafter | |
Total | $ 175,798 |
Commitments and Contingencies50
Commitments and Contingencies (Details 1) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Details 1 | |
2,016 | $ 88,391 |
2,017 | 85,401 |
2,018 | 82,513 |
2,019 | 79,723 |
2,020 | 37,228 |
Total minimum lease payments | 373,256 |
Less: Amount representing interest | 20,367 |
Present value of minimum lease payments | $ 352,889 |
Commitments and Contingencies51
Commitments and Contingencies (Details Narrative) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Details Narrative | |
Accumulated amortization | $ 70,038 |