Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'TGTX | ' |
Entity Common Stock, Shares Outstanding | ' | 33,498,860 |
Entity Registrant Name | 'TG THERAPEUTICS, INC. | ' |
Entity Central Index Key | '0001001316 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Cash and cash equivalents | $50,183,397 | $16,455,995 |
Prepaid research and development | 311,500 | 1,990,759 |
Other current assets | 118,437 | 29,128 |
Total current assets | 50,613,334 | 18,475,882 |
Equipment, net | 3,829 | 1,164 |
In-process research and development | 2,797,600 | 2,797,600 |
Goodwill | 799,391 | 799,391 |
Other assets | 85,121 | 0 |
Total assets | 54,299,275 | 22,074,037 |
Liabilities and equity | ' | ' |
Notes payable, current portion | 677,778 | 677,778 |
Accounts payable and accrued expenses | 4,325,313 | 1,117,397 |
Accrued compensation | 350,000 | 145,000 |
Current portion of deferred revenue | 152,381 | 152,381 |
Interest payable | 172,751 | 123,511 |
Total current liabilities | 5,678,223 | 2,216,067 |
Deferred revenue, net of current portion | 1,714,286 | 1,828,571 |
Notes payable, less current portion, at fair value | 2,269,046 | 2,479,098 |
Total liabilities | 9,661,555 | 6,523,736 |
Commitments and contingencies | ' | ' |
Equity: | ' | ' |
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2013 and December 31, 2012) | 0 | 0 |
Common stock, $0.001 par value per share (500,000,000 shares authorized, 33,414,135and 25,820,738 shares issued, 33,400,609 and 25,807,212 shares outstanding at September 30,2013 and December 31, 2012, respectively) | 33,414 | 25,821 |
Contingently issuable shares | 6 | 6 |
Additional paid-in capital | 78,428,989 | 34,534,805 |
Treasury stock, at cost, 13,526 shares at September 30, 2013 and December 31, 2012 | -84,538 | -84,538 |
Deficit accumulated in development stage | -33,740,151 | -18,925,793 |
Total equity | 44,637,720 | 15,550,301 |
Total liabilities and equity | $54,299,275 | $22,074,037 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 33,414,135 | 25,820,738 |
Common stock, shares outstanding | 33,400,609 | 25,807,212 |
Treasury stock | 13,526 | 13,526 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 22 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
License revenue | $38,096 | $0 | $114,286 | $0 | $133,334 |
Costs and expenses: | ' | ' | ' | ' | ' |
Noncash stock expense associated with in-licensing agreement | 0 | 0 | 0 | 16,578,000 | 16,875,000 |
Noncash compensation | 171,442 | 127,091 | 892,313 | 236,289 | 1,348,122 |
Other research and development | 3,138,119 | 1,433,711 | 9,014,776 | 3,133,960 | 13,039,241 |
Total research and development | 3,309,561 | 1,560,802 | 9,907,089 | 19,948,249 | 31,262,363 |
General and administrative: | ' | ' | ' | ' | ' |
Noncash compensation | 825,313 | 690,999 | 3,363,687 | 1,942,301 | 6,416,554 |
Other general and administrative | 550,639 | 462,425 | 1,833,733 | 1,313,960 | 4,117,013 |
Total general and administrative | 1,375,952 | 1,153,424 | 5,197,420 | 3,256,261 | 10,533,567 |
Impairment of in-process research and development | 0 | 0 | 0 | 0 | 1,104,700 |
Total costs and expenses | 4,685,513 | 2,714,226 | 15,104,509 | 23,204,510 | 42,900,630 |
Operating loss | -4,647,417 | -2,714,226 | -14,990,223 | -23,204,510 | -42,767,296 |
Other (income) expense: | ' | ' | ' | ' | ' |
Interest income | -12,375 | -4,951 | -15,054 | -12,711 | -30,841 |
Other income | 0 | 0 | 0 | -272,232 | -272,232 |
Interest expense | 240,530 | 228,585 | 712,016 | 676,843 | 1,624,857 |
Change in fair value of notes payable | -319,377 | -227,659 | -872,827 | -915,512 | -2,532,699 |
Total other income | -91,222 | -4,025 | -175,865 | -523,612 | -1,210,915 |
Loss before income taxes | -4,556,195 | -2,710,201 | -14,814,358 | -22,680,898 | -41,556,381 |
Income taxes | 0 | 0 | 0 | 0 | 330,000 |
Consolidated net loss | -4,556,195 | -2,710,201 | -14,814,358 | -22,680,898 | -41,886,381 |
Net loss attributable to noncontrolling interest | 0 | -247,962 | 0 | -8,067,916 | -8,146,230 |
Net loss attributable to TG Therapeutics, Inc. and subsidiaries | ($4,556,195) | ($2,462,239) | ($14,814,358) | ($14,612,982) | ($33,740,151) |
Basic and diluted net loss per common share (in dollars per share) | ($0.16) | ($0.16) | ($0.62) | ($1.34) | ' |
Weighted average shares used in computing basic and diluted net loss per common share (in shares) | 27,684,802 | 15,810,299 | 24,057,200 | 10,901,070 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Equity (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Contingently Issuable Share [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit during Development Stage [Member] |
Balance at Dec. 31, 2012 | $15,550,301 | $0 | $25,821 | $6 | $34,534,805 | ($84,538) | ($18,925,793) |
Balance (in shares) at Dec. 31, 2012 | ' | 0 | 25,820,738 | ' | ' | 13,526 | ' |
Issuance of common stock in connection with exercise of warrants | 1,997,498 | ' | 887 | ' | 1,996,611 | ' | ' |
Issuance of common stock in connection with exercise of warrants (in shares) | ' | ' | 887,109 | ' | ' | ' | ' |
Issuance of common stock in connection with cashless exercise of warrants | -1 | ' | 2 | ' | -3 | ' | ' |
Issuance of common stock in connection with cashless exercise of warrants (in Shares) | ' | ' | 2,244 | ' | ' | ' | ' |
Issuance of restricted stock | 0 | ' | 149 | ' | -149 | ' | ' |
Issuance of restricted stock (in shares) | ' | ' | 149,044 | ' | ' | ' | ' |
Issuance of common stock in public offering (net of offering costs of $2,664,970) | 37,648,280 | ' | 6,555 | ' | 37,641,725 | ' | ' |
Issuance of common stock in public offering (net of offering costs of $2,664,970) (shares) | ' | ' | 6,555,000 | ' | ' | ' | ' |
Compensation in respect of restricted stock and stock options granted to employees, directors and consultants | 4,256,000 | ' | ' | ' | 4,256,000 | ' | ' |
Net loss | -14,814,358 | ' | ' | ' | ' | ' | -14,814,358 |
Balance at Sep. 30, 2013 | $44,637,720 | $0 | $33,414 | $6 | $78,428,989 | ($84,538) | ($33,740,151) |
Balance (in shares) at Sep. 30, 2013 | ' | 0 | 33,414,135 | ' | ' | 13,526 | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Equity [Parenthetical] (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $2,664,970 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 22 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Consolidated net loss | ($14,814,358) | ($22,680,898) | ($41,886,381) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ' | ' | ' |
Stock compensation expense | 4,256,000 | 2,178,590 | 7,764,676 |
Noncash stock expense associated with in-licensing agreement | 0 | 16,578,000 | 16,875,000 |
Impairment of in-process research and development | 0 | 0 | 1,104,700 |
Depreciation | 634 | 118 | 869 |
Change in fair value of notes payable | -210,052 | -284,297 | -1,025,751 |
Changes in assets and liabilities, net of effects of acquisition: | ' | ' | ' |
Decrease (increase) in other current assets | 1,589,950 | -1,697,304 | -339,167 |
Increase in other assets | -85,121 | 0 | -85,121 |
Increase in accounts payable and accrued expenses | 3,412,916 | 1,505,531 | 4,416,983 |
Increase in interest payable | 49,240 | 45,628 | 117,908 |
(Decrease) increase in deferred revenue | -114,286 | 0 | 1,866,666 |
Net cash used in operating activities | -5,915,077 | -4,354,632 | -11,189,618 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchases of property, plant and equipment | -3,299 | -1,399 | -4,698 |
Cash acquired in connection with acquisition | 0 | 0 | 10,386 |
Net cash (used in) provided by investing activities | -3,299 | -1,399 | 5,688 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the exercise of warrants | 1,997,498 | 0 | 1,997,498 |
Payments of short-term loans | 0 | -200,000 | -200,001 |
Proceeds from sale of common stock, net | 37,648,280 | 0 | 47,472,962 |
Proceeds from sale of preferred stock, net | 0 | 12,257,309 | 12,257,309 |
Offering costs paid | 0 | -75,903 | -75,903 |
Purchase of treasury stock | 0 | 0 | -84,538 |
Net cash provided by financing activities | 39,645,778 | 11,981,406 | 61,367,327 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 33,727,402 | 7,625,375 | 50,183,397 |
Cash and cash equivalents at beginning of period | 16,455,995 | 9,748,491 | 0 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 50,183,397 | 17,373,866 | 50,183,397 |
NONCASH TRANSACTIONS: | ' | ' | ' |
Conversion of notes payable to preferred stock | 0 | 0 | 55,271 |
Accrued financing costs | $0 | $0 | $61,138 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Description of Business | |
We are a biopharmaceutical company focused on the acquisition, development and commercialization of innovative and medically important pharmaceutical products for the treatment of cancer and other underserved therapeutic needs. We aim to acquire rights to these technologies by licensing or otherwise acquiring an ownership interest, funding their research and development and eventually either out-licensing or bringing the technologies to market. Currently, the Company is developing therapies for hematologic malignancies: TG-1101 (ublituximab), a novel, glycoengineered monoclonal antibody that targets a specific and unique epitope on the CD20 antigen found on mature B-lymphocytes; and TGR-1202, an orally available PI3K delta inhibitor. We also hold the development rights to AST-726, a nasally delivered product for the treatment of Vitamin B12 deficiency. | |
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the consolidated financial statements have been included. Nevertheless, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. | |
On December 29, 2011, the Company consummated an exchange transaction (the “Exchange Transaction”) with Opus Point Partners, LLC (“Opus”) and TG Biologics, Inc. (formerly known as TG Therapeutics, Inc.) (“TG Bio”). The stockholders of TG Bio received the majority of the voting shares of the Company, therefore, the transaction was accounted for as a reverse acquisition whereby TG Bio was the accounting acquirer (legal acquiree) and the Company was the accounting acquiree (legal acquirer) under the acquisition method of accounting. TG Bio was incorporated in Delaware in November 2010, but did not commence operations until April 2011. | |
On April 30, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation to change its name from Manhattan Pharmaceuticals, Inc. (“Manhattan”) to TG Therapeutics, Inc. In conjunction with this change, the subsidiary formerly named TG Therapeutics, Inc. filed a Certificate of Amendment changing its name to TG Biologics, Inc. | |
Liquidity and Capital Resources | |
We have incurred operating losses since our inception and expect to continue to incur operating losses for the foreseeable future, and we may never become profitable. As of September 30, 2013, we have an accumulated deficit of $33,740,151. | |
Our major sources of cash have been proceeds from the sale of equity securities, the upfront payment from our Sublicense Agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”), and warrant exercises. We have not yet commercialized any of our drug candidates and cannot be sure if we will ever be able to do so. Even if we commercialize one or more of our drug candidates, we may not become profitable. Our ability to achieve profitability depends on a number of factors, including our ability to obtain regulatory approval for our drug candidates, successfully complete any post-approval regulatory obligations and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates. | |
In July 2013, we raised approximately $37.6 million, net of underwriting discounts and offering expenses of approximately $2.7 million, in an underwritten public offering. See Note 3 for additional information. | |
We currently anticipate that our cash and cash equivalents at September 30, 2013 are sufficient to fund our anticipated operating cash requirements for at least 24 months. The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials for our drug candidates. We are dependent upon significant future financing to provide the cash necessary to execute our current operations, including the commercialization of any of our drug candidates. | |
Our Common Stock is quoted on the NASDAQ Capital Market and trades under the symbol “TGTX.” | |
Cash and Cash Equivalents | |
We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents. | |
Revenue Recognition | |
We recognize license revenue in accordance with the revenue recognition guidance of the FASB Accounting Standards Codification, or Codification. We analyze each element of our licensing agreement to determine the appropriate revenue recognition. The terms of the license agreement may include payments to us of non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. We recognize revenue from upfront payments over the period of significant involvement under the related agreements unless the fee is in exchange for products delivered or services rendered that represent the culmination of a separate earnings process and no further performance obligation exists under the contract. We recognize milestone payments as revenue upon the achievement of specified milestones only if (1) the milestone payment is non-refundable, (2) substantive effort is involved in achieving the milestone, (3) the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (4) the milestone is at risk for both parties. If any of these conditions are not met, we defer the milestone payment and recognize it as revenue over the estimated period of performance under the contract. | |
Research and Development Costs | |
Generally, research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to external clinical research organizations, or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period. We review and accrue CRO expenses and clinical trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these contracts may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract. | |
In-Process Research and Development | |
All acquired research and development projects are recorded at their fair value as of the date of acquisition. The fair values are assessed as of the balance sheet date to ascertain if there has been any impairment of the recorded value. If there is an impairment, the asset is written down to its current fair value by the recording of an expense. Impairment is tested on an annual basis, and consists of a comparison of the fair value of the in-process research and development with its carrying amount. | |
Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created. | |
We, and our subsidiaries, file income tax returns in the U.S. Federal jurisdiction and in various states. We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. | |
We recognize interest and penalties related to uncertain income tax positions in income tax expense. | |
Stock-Based Compensation | |
We recognize all share-based payments to employees and to non-employee directors for services as compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |
For share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date. | |
Basic and Diluted Net (Loss) Income Per Share of Common Stock | |
Basic net income (loss) per share of Common Stock is calculated by dividing net income (loss) applicable to the Common Stock by the weighted-average number of shares of the Common Stock outstanding for the period. Diluted net loss per share of Common Stock is the same as basic net income (loss) per share of Common Stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because the Company incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The amounts of potentially dilutive securities excluded from the calculation were 9,994,297 and 7,484,689 at September 30, 2013 and 2012, respectively. During the three and nine months ended September 30, 2013 and 2012, the Company incurred a net loss; therefore, all of the dilutive securities are excluded from the computation of diluted earnings per share. | |
Long-Lived Assets and Goodwill | |
Long-lived assets are reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. | |
Goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit's carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. | |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
NOTE 2 – FAIR VALUE MEASUREMENTS | ||||||||||||||
We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements. The hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: | ||||||||||||||
⋅ | Level 1 – quoted prices in active markets for identical assets and liabilities; | |||||||||||||
⋅ | Level 2 – inputs other than Level 1 quoted prices that are directly or indirectly observable; and | |||||||||||||
⋅ | Level 3 – unobservable inputs that are not corroborated by market data. | |||||||||||||
As of September 30, 2013 and December 31, 2012, the fair values of cash and cash equivalents, accounts payable, accrued expenses, and notes and interest payable approximate their carrying value. | ||||||||||||||
Upon the merger between Manhattan and Ariston Pharmaceuticals, Inc. (“Ariston”) in March 2010, Ariston issued $15,452,793 of five-year 5% notes payable (the “5% Notes”) in satisfaction of several note payable issuances. The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into Common Stock at the conversion price of $1,125 per share. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. The Company has no obligations under the 5% Notes aside from a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and b) the conversion feature, discussed above. | ||||||||||||||
In connection with the Exchange Transaction in December 2011, the Company performed a valuation of the assets and liabilities of Manhattan immediately prior to the transaction. The cumulative liability including accrued and unpaid interest of the 5% Notes was approximately $16,876,000 immediately prior to the Exchange Transaction, $17,727,000 at December 31, 2012 and $18,390,000 at September 30, 2013. As the 5% Notes are tied directly to net product cash flows derived from the preexisting products of the Company, the 5% Notes and accrued interest were recorded at fair value of $3,287,700 as of the date of the Exchange Transaction. No payments have been made on the 5% Notes as of September 30, 2013. | ||||||||||||||
We elected the fair value option for valuing the 5% Notes upon the completion of the Exchange Transaction with TG Bio, as discussed above. The Company elected the fair value option in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments. | ||||||||||||||
The valuation method used to estimate the 5% Notes’ fair value is a discounted cash flow model, where the expected cash flows of AST-726 are discounted to the present using a yield that incorporates compensation for the probability of success in clinical development and marketing, among other factors. The discount rate used in this discounted cash flow model approximated 20% at December 31, 2012 and September 30, 2013. The assumptions, assessments and projections of future revenues are subject to uncertainties, are difficult to predict and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our consolidated financial statements. | ||||||||||||||
The following table provides the fair value measurements of applicable financial liabilities as of December 31, 2012 and September 30, 2013: | ||||||||||||||
Financial liabilities at fair value | ||||||||||||||
as of December 31, 2012 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 2,479,098 | $ | 2,479,098 | ||||||
Totals | $ | — | $ | — | $ | 2,479,098 | $ | 2,479,098 | ||||||
Financial liabilities at fair value | ||||||||||||||
as of September 30, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 2,269,046 | $ | 2,269,046 | ||||||
Totals | $ | — | $ | — | $ | 2,269,046 | $ | 2,269,046 | ||||||
The Level 3 amounts above represent the fair value of the 5% Notes and related accrued interest. | ||||||||||||||
The following table summarizes the changes in Level 3 instruments during the nine months ended September 30, 2013: | ||||||||||||||
Fair value at December 31, 2012 | $ | 2,479,098 | ||||||||||||
Interest accrued on face value of 5% Notes | 662,775 | |||||||||||||
Change in fair value of Level 3 liabilities | -872,827 | |||||||||||||
Fair value at September 30, 2013 | $ | 2,269,046 | ||||||||||||
The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Stockholders Equity Note Disclosure [Text Block] | ' | |||||||||||
NOTE 3 - STOCKHOLDERS' EQUITY | ||||||||||||
Preferred Stock | ||||||||||||
Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $0.001 par value, with rights senior to those of our Common Stock, issuable in one or more series. Upon issuance, the Company can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of Common Stock. | ||||||||||||
Common Stock | ||||||||||||
Our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of $0.001 par value Common Stock. | ||||||||||||
On July 18, 2013, we announced the pricing of an underwritten public offering of 5,700,000 shares of our Common Stock at a price of $6.15 per share for gross proceeds of approximately $35 million. We also granted to the underwriters a 30-day option to acquire an additional 855,000 shares to cover overallotments in connection with the offering. Total net proceeds from this offering, including the overallotment, were approximately $37.6 million, net of underwriting discounts and offering expenses of approximately $2.7 million. The shares were sold under a shelf registration statement on Form S-3 (File No. 333-189015) that was previously filed and declared effective by the SEC on June 17, 2013. | ||||||||||||
We currently have one shelf registration statement on Form S-3, filed and declared effective by the SEC (File No. 333-189015). Subsequent to the July 2013 offering, this shelf registration statement provides for the offering of up to approximately $135 million of common stock. We may offer the securities under our shelf registration statement from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders. We believe that this shelf registration statement provides us with the flexibility to raise additional capital to finance our operations as needed. | ||||||||||||
Equity Incentive Plans | ||||||||||||
Shares available for the issuance of stock options or other stock-based awards under our stock option and incentive plans were 1,903,213 shares at September 30, 2013. | ||||||||||||
Stock Options | ||||||||||||
The following table summarizes stock option activity for the nine months ended September 30, 2013: | ||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||
of shares | average | average | Intrinsic | |||||||||
exercise price | Contractual | Value | ||||||||||
Term | ||||||||||||
(in years) | ||||||||||||
Outstanding at December 31, 2012 | 46,904 | $ | 61.08 | 9.44 | $ | — | ||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | -313 | 2,249.85 | ||||||||||
Expired | — | — | ||||||||||
Outstanding at September 30, 2013 | 46,591 | $ | 46.37 | 8.75 | $ | 29,440 | ||||||
Vested and expected to vest at September 30, 2013 | 9,591 | $ | 208.3 | 8.41 | $ | 5,760 | ||||||
Exercisable at September 30, 2013 | 9,591 | $ | 208.3 | 8.41 | $ | 5,760 | ||||||
As of September 30, 2013, there is no unrecognized compensation cost related to unvested time-based option awards. This amount does not include, as of September 30, 2013, 37,000 non-employee options outstanding which are milestone-based and vest upon certain corporate milestones. Stock-based compensation will be measured and recorded if and when a milestone occurs. | ||||||||||||
Restricted Stock | ||||||||||||
Certain employees, directors and consultants have been awarded restricted stock under the 2012 Incentive Plan. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted share activity for the nine months ended September 30, 2013: | ||||||||||||
Number of Shares | Weighted | |||||||||||
Average | ||||||||||||
Grant Date | ||||||||||||
Fair Value | ||||||||||||
Outstanding at December 31, 2012 | 6,614,243 | $ | 4.49 | |||||||||
Granted | 149,044 | 6.04 | ||||||||||
Vested | -398,750 | 2.55 | ||||||||||
Forfeited | — | — | ||||||||||
Outstanding at September 30, 2013 | 6,364,537 | $ | 4.65 | |||||||||
Total expense associated with restricted stock grants was $4,199,595 during the nine months ended September 30, 2013. As of September 30, 2013, there was approximately $7,227,000 of total unrecognized compensation cost related to unvested time based restricted stock, which is expected to be recognized over a weighted-average period of 2.1 years. This amount does not include, as of September 30, 2013, unrecognized compensation expense related to 1,517,500 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones; and 2,481,375 shares of restricted stock outstanding issued to non-employees. Milestone based noncash compensation expense will be measured and recorded if and when a milestone occurs. | ||||||||||||
Warrants | ||||||||||||
The following table summarizes warrant activity for the nine months ended September 30, 2013: | ||||||||||||
Warrants | Weighted- | Aggregate | ||||||||||
Average | Intrinsic | |||||||||||
exercise price | Value | |||||||||||
Outstanding at December 31, 2012 | 6,781,007 | $ | 1.58 | $ | 14,563,539 | |||||||
Issued | — | — | ||||||||||
Exercised | -890,644 | 2.25 | ||||||||||
Expired | -53 | 562.5 | ||||||||||
Outstanding at September 30, 2013 | 5,890,310 | $ | 1.47 | $ | 21,799,376 | |||||||
Stock-Based Compensation | ||||||||||||
The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model. The expected term of options granted is derived from historical data and the expected vesting period. Expected volatility is based on the historical volatility of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. We have assumed no expected dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future. The Company did not grant any stock options during the nine months ended September 30, 2013. | ||||||||||||
The following table summarizes stock-based compensation expense information about stock options and restricted stock for the three and nine months ended September 30, 2013: | ||||||||||||
Three months ended | Nine months ended | |||||||||||
September 30, 2013 | September 30, 2013 | |||||||||||
Stock-based compensation expense associated with restricted stock | $ | 996,755 | $ | 4,199,595 | ||||||||
Stock-based compensation expense associated with option grants | - | 56,405 | ||||||||||
$ | 996,755 | $ | 4,256,000 | |||||||||
NOTES_PAYABLE
NOTES PAYABLE | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Debt Disclosure [Text Block] | ' | |||||||||||||||||||
NOTE 4 – NOTES PAYABLE | ||||||||||||||||||||
The following is a summary of notes payable: | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Current | Non- | Total | Current | Non- | Total | |||||||||||||||
portion, net | current | portion, net | current | |||||||||||||||||
portion, | portion, | |||||||||||||||||||
net | net | |||||||||||||||||||
Convertible 5% Notes Payable | $ | - | $ | 2,269,046 | $ | 2,269,046 | $ | - | $ | 2,479,098 | $ | 2,479,098 | ||||||||
ICON Convertible Note | 677,778 | - | 677,778 | 677,778 | - | 677,778 | ||||||||||||||
Total | $ | 677,778 | $ | 2,269,046 | $ | 2,946,824 | $ | 677,778 | $ | 2,479,098 | $ | 3,156,876 | ||||||||
We assumed the preceding notes payable as the result of the Exchange Transaction between the Company and TG Bio. Accordingly, a valuation using the guidance in the accounting literature for business combinations (ASC 805) was performed and these notes were initially recorded at their fair value on the date of the transaction. | ||||||||||||||||||||
Convertible 5% Notes Payable | ||||||||||||||||||||
On March 8, 2010, Manhattan entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Manhattan, Ariston Pharmaceuticals, Inc., a Delaware corporation ("Ariston") and Ariston Merger Corp., a Delaware corporation and wholly-owned subsidiary of Manhattan (the "Merger Sub"). Pursuant to the terms and conditions set forth in the Merger Agreement, on March 8, 2010, the Merger Sub merged with and into Ariston (the "Merger"), with Ariston being the surviving corporation of the Merger. As a result of the Merger, Ariston became a wholly-owned subsidiary of Manhattan. | ||||||||||||||||||||
The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into Common Stock at the conversion price of $1,125 per share. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. The Company has no obligations under the 5% Notes aside from a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and b) the conversion feature, discussed above. Interest accrues monthly, is added to principal on an annual basis, every March 8, and is payable at maturity. | ||||||||||||||||||||
In connection with the Exchange Transaction in December 2011, the Company performed a valuation of the assets and liabilities of Manhattan immediately prior to the transaction. The cumulative liability including accrued and unpaid interest of the 5% Notes was approximately $16,876,000 immediately prior to the Exchange Transaction, $17,727,000 at December 31, 2012 and $18,390,000 at September 30, 2013. As the 5% Notes are tied directly to net product cash flows derived from the preexisting products of the Company, the 5% Notes and accrued interest was recorded at fair value as of the date of the Exchange Transaction. No payments have been made on the 5% Notes as of September 30, 2013. See Note 2 for further details. | ||||||||||||||||||||
ICON Convertible Note Payable | ||||||||||||||||||||
In connection with the merger with Ariston as discussed above, Ariston satisfied an account payable of $1,275,188 to ICON Clinical Research Limited (“ICON”) through the payment of $275,188 in cash and the issuance of a three-year 5% note payable (the “ICON Note”). The principal was to be repaid in 36 monthly installments of $27,778 commencing in April 2010. Interest was payable monthly in arrears. On March 1, 2011, Ariston entered into an amended and restated convertible promissory note (the “Amended ICON Note”) with ICON. The principal terms of the Amended ICON Note are that monthly payments of principal and interest will be waived for the thirteen month period ended December 31, 2011 (the “Waiver Period”) in exchange for a single payment of $100,000 on March 31, 2011, an increase in the interest on the Amended ICON Note from 5% to 8% per annum during the Waiver Period and a balloon payment on January 31, 2012. The Amended ICON Note is convertible at the option of the holder into the Company’s Common Stock at the conversion price of $562.50 per share. During the nine months ended September 30, 2013, the Company recorded $49,240 of interest expense on the Amended ICON Note. At September 30, 2013, the principal amount of the Amended ICON Note was $677,778, of which the entire balance has been classified as current, and interest payable on the Amended ICON Note was $172,751. This note is currently in default as the Company did not make the balloon payment due on January 31, 2012, or any subsequent payments. The Company is currently attempting to negotiate a settlement or alternative arrangement in satisfaction of this note. | ||||||||||||||||||||
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 9 Months Ended |
Sep. 30, 2013 | |
License Agreement [Abstract] | ' |
License Agreement Disclosure [Text Block] | ' |
NOTE 5 – LICENSE AGREEMENTS | |
In November 2012, we entered into an exclusive (within the territory) sublicense agreement with Ildong Pharmaceutical Co. Ltd, (“Ildong”) relating to the development and commercialization of TG-1101 in South Korea and Southeast Asia. Under the terms of the sublicense agreement, Ildong has been granted a royalty bearing, exclusive right, including the right to grant sublicenses, to develop and commercialize TG-1101 in South Korea, Taiwan, Singapore, Indonesia, Malaysia, Thailand, Philippines, Vietnam, and Myanmar. | |
An upfront payment of $2,000,000, which was received in December 2012 net of $330,000 of foreign income tax withheld, is being recognized as license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated. The upfront payment will be recognized as license revenue on a straight-line basis through December 2025, which represents the estimated period over which the Company will have certain ongoing responsibilities under the sublicense agreement. The Company recorded license revenue of approximately $114,000 and $38,000 for the nine and three months ended September 30, 2013, respectively, and has deferred revenue of approximately $1,867,000 associated with this $2,000,000 payment (approximately $152,000 of which has been classified as a current liability) at September 30, 2013. | |
The Company may receive up to an additional $5.0 million in payments upon the achievement of pre-specified milestones. In addition, upon commercialization, Ildong will make royalty payments to the Company on net sales of TG-1101 in the sublicense territory. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 6 – RELATED PARTY TRANSACTIONS | |
On January 30, 2012, the Company entered into an exclusive license agreement with LFB Biotechnologies, GTC Biotherapeutics and LFB/GTC LLC, all wholly-owned subsidiaries of LFB Group, relating to the development of TG-1101 (the “License Agreement”). In connection with the License Agreement, LFB Group was issued 5,000,000 shares of Company Common Stock and a warrant to purchase 2,500,000 shares of Company Common stock at a purchase price of $0.001 per share. In addition, on November 9, 2012, the Company nominated Dr. Yann Echelard to the Company’s Board of Directors as LFB Group’s nominee. LFB Group maintains the right to nominate a board member until such time as LFB Group owns less than 10% of the outstanding Company Common Stock. | |
Under the terms of the Company’s License Agreement with LFB Group, the Company utilizes LFB Group for certain development and manufacturing services. The Company incurred approximately $6,068,000 and $2,034,000 during the nine and three months ended September 30, 2013, respectively, for manufacturing and development services, which have been included in other research and development expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2013, the Company has approximately $3,079,000 recorded in accounts payable related to the aforementioned agreements with LFB Group. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Business Description [Policy Text Block] | ' |
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Description of Business | |
We are a biopharmaceutical company focused on the acquisition, development and commercialization of innovative and medically important pharmaceutical products for the treatment of cancer and other underserved therapeutic needs. We aim to acquire rights to these technologies by licensing or otherwise acquiring an ownership interest, funding their research and development and eventually either out-licensing or bringing the technologies to market. Currently, the Company is developing therapies for hematologic malignancies: TG-1101 (ublituximab), a novel, glycoengineered monoclonal antibody that targets a specific and unique epitope on the CD20 antigen found on mature B-lymphocytes; and TGR-1202, an orally available PI3K delta inhibitor. We also hold the development rights to AST-726, a nasally delivered product for the treatment of Vitamin B12 deficiency. | |
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the consolidated financial statements have been included. Nevertheless, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. | |
On December 29, 2011, the Company consummated an exchange transaction (the “Exchange Transaction”) with Opus Point Partners, LLC (“Opus”) and TG Biologics, Inc. (formerly known as TG Therapeutics, Inc.) (“TG Bio”). The stockholders of TG Bio received the majority of the voting shares of the Company, therefore, the transaction was accounted for as a reverse acquisition whereby TG Bio was the accounting acquirer (legal acquiree) and the Company was the accounting acquiree (legal acquirer) under the acquisition method of accounting. TG Bio was incorporated in Delaware in November 2010, but did not commence operations until April 2011. | |
On April 30, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation to change its name from Manhattan Pharmaceuticals, Inc. (“Manhattan”) to TG Therapeutics, Inc. In conjunction with this change, the subsidiary formerly named TG Therapeutics, Inc. filed a Certificate of Amendment changing its name to TG Biologics, Inc. | |
Liquidity Disclosure [Policy Text Block] | ' |
Liquidity and Capital Resources | |
We have incurred operating losses since our inception and expect to continue to incur operating losses for the foreseeable future, and we may never become profitable. As of September 30, 2013, we have an accumulated deficit of $33,740,151. | |
Our major sources of cash have been proceeds from the sale of equity securities, the upfront payment from our Sublicense Agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”), and warrant exercises. We have not yet commercialized any of our drug candidates and cannot be sure if we will ever be able to do so. Even if we commercialize one or more of our drug candidates, we may not become profitable. Our ability to achieve profitability depends on a number of factors, including our ability to obtain regulatory approval for our drug candidates, successfully complete any post-approval regulatory obligations and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates. | |
In July 2013, we raised approximately $37.6 million, net of underwriting discounts and offering expenses of approximately $2.7 million, in an underwritten public offering. See Note 3 for additional information. | |
We currently anticipate that our cash and cash equivalents at September 30, 2013 are sufficient to fund our anticipated operating cash requirements for at least 24 months. The actual amount of cash that we will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials for our drug candidates. We are dependent upon significant future financing to provide the cash necessary to execute our current operations, including the commercialization of any of our drug candidates. | |
Our Common Stock is quoted on the NASDAQ Capital Market and trades under the symbol “TGTX.” | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents | |
We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition | |
We recognize license revenue in accordance with the revenue recognition guidance of the FASB Accounting Standards Codification, or Codification. We analyze each element of our licensing agreement to determine the appropriate revenue recognition. The terms of the license agreement may include payments to us of non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. We recognize revenue from upfront payments over the period of significant involvement under the related agreements unless the fee is in exchange for products delivered or services rendered that represent the culmination of a separate earnings process and no further performance obligation exists under the contract. We recognize milestone payments as revenue upon the achievement of specified milestones only if (1) the milestone payment is non-refundable, (2) substantive effort is involved in achieving the milestone, (3) the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (4) the milestone is at risk for both parties. If any of these conditions are not met, we defer the milestone payment and recognize it as revenue over the estimated period of performance under the contract. | |
Research and Development Expense, Policy [Policy Text Block] | ' |
Research and Development Costs | |
Generally, research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to external clinical research organizations, or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period. We review and accrue CRO expenses and clinical trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these contracts may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract. | |
In Process Research and Development, Policy [Policy Text Block] | ' |
In-Process Research and Development | |
All acquired research and development projects are recorded at their fair value as of the date of acquisition. The fair values are assessed as of the balance sheet date to ascertain if there has been any impairment of the recorded value. If there is an impairment, the asset is written down to its current fair value by the recording of an expense. Impairment is tested on an annual basis, and consists of a comparison of the fair value of the in-process research and development with its carrying amount. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created. | |
We, and our subsidiaries, file income tax returns in the U.S. Federal jurisdiction and in various states. We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. | |
We recognize interest and penalties related to uncertain income tax positions in income tax expense. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
We recognize all share-based payments to employees and to non-employee directors for services as compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |
For share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Basic and Diluted Net (Loss) Income Per Share of Common Stock | |
Basic net income (loss) per share of Common Stock is calculated by dividing net income (loss) applicable to the Common Stock by the weighted-average number of shares of the Common Stock outstanding for the period. Diluted net loss per share of Common Stock is the same as basic net income (loss) per share of Common Stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because the Company incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The amounts of potentially dilutive securities excluded from the calculation were 9,994,297 and 7,484,689 at September 30, 2013 and 2012, respectively. During the three and nine months ended September 30, 2013 and 2012, the Company incurred a net loss; therefore, all of the dilutive securities are excluded from the computation of diluted earnings per share. | |
Impairment Of Tangible and Intangible Asset Including Goodwill [Policy Text Block] | ' |
Long-Lived Assets and Goodwill | |
Long-lived assets are reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. | |
Goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit's carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. | |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | ' | |||||||||||||
The following table provides the fair value measurements of applicable financial liabilities as of December 31, 2012 and September 30, 2013: | ||||||||||||||
Financial liabilities at fair value | ||||||||||||||
as of December 31, 2012 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 2,479,098 | $ | 2,479,098 | ||||||
Totals | $ | — | $ | — | $ | 2,479,098 | $ | 2,479,098 | ||||||
Financial liabilities at fair value | ||||||||||||||
as of September 30, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 2,269,046 | $ | 2,269,046 | ||||||
Totals | $ | — | $ | — | $ | 2,269,046 | $ | 2,269,046 | ||||||
Change In Level Three Fair Value During Period [Table Text Block] | ' | |||||||||||||
The following table summarizes the changes in Level 3 instruments during the nine months ended September 30, 2013: | ||||||||||||||
Fair value at December 31, 2012 | $ | 2,479,098 | ||||||||||||
Interest accrued on face value of 5% Notes | 662,775 | |||||||||||||
Change in fair value of Level 3 liabilities | -872,827 | |||||||||||||
Fair value at September 30, 2013 | $ | 2,269,046 | ||||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||
The following table summarizes stock option activity for the nine months ended September 30, 2013: | ||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||
of shares | average | average | Intrinsic | |||||||||
exercise price | Contractual | Value | ||||||||||
Term | ||||||||||||
(in years) | ||||||||||||
Outstanding at December 31, 2012 | 46,904 | $ | 61.08 | 9.44 | $ | — | ||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | -313 | 2,249.85 | ||||||||||
Expired | — | — | ||||||||||
Outstanding at September 30, 2013 | 46,591 | $ | 46.37 | 8.75 | $ | 29,440 | ||||||
Vested and expected to vest at September 30, 2013 | 9,591 | $ | 208.3 | 8.41 | $ | 5,760 | ||||||
Exercisable at September 30, 2013 | 9,591 | $ | 208.3 | 8.41 | $ | 5,760 | ||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | ' | |||||||||||
The following table summarizes restricted share activity for the nine months ended September 30, 2013: | ||||||||||||
Number of Shares | Weighted | |||||||||||
Average | ||||||||||||
Grant Date | ||||||||||||
Fair Value | ||||||||||||
Outstanding at December 31, 2012 | 6,614,243 | $ | 4.49 | |||||||||
Granted | 149,044 | 6.04 | ||||||||||
Vested | -398,750 | 2.55 | ||||||||||
Forfeited | — | — | ||||||||||
Outstanding at September 30, 2013 | 6,364,537 | $ | 4.65 | |||||||||
Schedule Of Warrants Activity [Table Text Block] | ' | |||||||||||
The following table summarizes warrant activity for the nine months ended September 30, 2013: | ||||||||||||
Warrants | Weighted- | Aggregate | ||||||||||
Average | Intrinsic | |||||||||||
exercise | Value | |||||||||||
price | ||||||||||||
Outstanding at December 31, 2012 | 6,781,007 | $ | 1.58 | $ | 14,563,539 | |||||||
Issued | — | — | ||||||||||
Exercised | -890,644 | 2.25 | ||||||||||
Expired | -53 | 562.5 | ||||||||||
Outstanding at September 30, 2013 | 5,890,310 | $ | 1.47 | $ | 21,799,376 | |||||||
Schedule Of Share Based Compensation Expense [Table Text Block] | ' | |||||||||||
The following table summarizes stock-based compensation expense information about stock options and restricted stock for the three and nine months ended September 30, 2013: | ||||||||||||
Three months ended | Nine months ended | |||||||||||
September 30, 2013 | September 30, 2013 | |||||||||||
Stock-based compensation expense associated with restricted stock | $ | 996,755 | $ | 4,199,595 | ||||||||
Stock-based compensation expense associated with option grants | - | 56,405 | ||||||||||
$ | 996,755 | $ | 4,256,000 | |||||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of Debt [Table Text Block] | ' | |||||||||||||||||||
The following is a summary of notes payable: | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Current | Non- | Total | Current | Non- | Total | |||||||||||||||
portion, net | current | portion, net | current | |||||||||||||||||
portion, | portion, | |||||||||||||||||||
net | net | |||||||||||||||||||
Convertible 5% Notes Payable | $ | - | $ | 2,269,046 | $ | 2,269,046 | $ | - | $ | 2,479,098 | $ | 2,479,098 | ||||||||
ICON Convertible Note | 677,778 | - | 677,778 | 677,778 | - | 677,778 | ||||||||||||||
Total | $ | 677,778 | $ | 2,269,046 | $ | 2,946,824 | $ | 677,778 | $ | 2,479,098 | $ | 3,156,876 | ||||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | ||
Jul. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Deficit accumulated in development stage | ' | $33,740,151 | ' | $18,925,793 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 9,994,297 | 7,484,689 | ' |
Net Proceeds From Issuance Of Common Stock | 37,600,000 | ' | ' | ' |
Underwriting discounts and offering expenses | $2,700,000 | ' | ' | ' |
Period Anticipated Sufficient To Fund Operating Cash Flow | ' | '24 months | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
5% Notes | $2,269,046 | $2,479,098 |
Totals | 2,269,046 | 2,479,098 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
5% Notes | 0 | 0 |
Totals | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
5% Notes | 0 | 0 |
Totals | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
5% Notes | 2,269,046 | 2,479,098 |
Totals | $2,269,046 | $2,479,098 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value, Measurement Changes In Level 3 Instruments [Line Items] | ' |
Fair value at December 31, 2012 | $2,479,098 |
Interest accrued on face value of 5% Notes | 662,775 |
Change in fair value of Level 3 liabilities | -872,827 |
Fair value at September 30, 2013 | $2,269,046 |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2010 | |
Manhattan and Ariston Pharmaceuticals Merger [Member] | ||||
Fair Value Measurement [Line Items] | ' | ' | ' | ' |
Notes Issued | ' | ' | ' | $15,452,793 |
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | ' | ' | 5.00% |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $1,125 |
Percentage Of Cash Proceeds From Operation To Repay Convertible Debt | ' | ' | ' | 50.00% |
Long-term Debt, Gross | 18,390,000 | 17,727,000 | 16,876,000 | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | $3,287,700 | ' |
Fair Value Inputs, Discount Rate | 20.00% | 20.00% | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Equity Incentive Plans Stock Option Activity [Line Items] | ' |
Number of shares, Outstanding at December 31, 2012 | 46,904 |
Number of shares, Granted | 0 |
Number of shares, Exercised | 0 |
Number of shares, Forfeited | -313 |
Number of shares, Expired | 0 |
Number of shares, Outstanding at September 30, 2013 | 46,591 |
Number of shares, Vested and expected to vest at September 30, 2013 | 9,591 |
Number of shares, Exercisable at September 30, 2013 | 9,591 |
Weighted average exercise price, Outstanding at December 31, 2012 | $61.08 |
Weighted-average exercise price, Granted | $0 |
Weighted-average exercise price, Exercised | $0 |
Weighted-average exercise price, Forfeited | $2,249.85 |
Weighted-average exercise price, Expired | $0 |
Weighted-average exercise price, Outstanding at September 30, 2013 | $46.37 |
Weighted-average exercise price, Vested and expected to vest at September 30, 2013 | $208.30 |
Weighted-average exercise price, Exercisable at September 30, 2013 | $208.30 |
Weighted-average Contractual Term, Outstanding at December 31, 2012 | '9 years 5 months 8 days |
Weighted-average Contractual Term, Outstanding at September 30, 2013 | '8 years 9 months |
Weighted-average Contractual Term, Vested and expected to vest at September 30, 2013 | '8 years 4 months 28 days |
Weighted-average Contractual Term, Exercisable at September 30, 2013 | '8 years 4 months 28 days |
Aggregate Intrinsic Value, Outstanding at December 31, 2012 | $0 |
Aggregate Intrinsic Value, Outstanding at September 30, 2013 | 29,440 |
Aggregate Intrinsic Value, Vested and expected to vest at September 30, 2013 | 5,760 |
Aggregate Intrinsic Value, Exercisable at September 30, 2013 | $5,760 |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (Restricted Stock [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock [Member] | ' |
Equity Incentive Plans Restricted Stock Activity [Line Items] | ' |
Number of Shares, Outstanding at December 31, 2012 | 6,614,243 |
Number of Shares, Granted | 149,044 |
Number of Shares, Vested | -398,750 |
Number of Shares, Forfeited | 0 |
Number of Shares, Outstanding at September 30, 2013 | 6,364,537 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2012 | $4.49 |
Weighted Average Grant Date Fair Value, Granted | $6.04 |
Weighted Average Grant Date Fair Value, Vested | $2.55 |
Weighted Average Grant Date Fair Value, Forfeited | $0 |
Weighted Average Grant Date Fair Value, Outstanding at September 30, 2013 | $4.65 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Equity Incentive Plans Warrant Activity [Line Items] | ' |
Warrants,Outstanding at December 31, 2012 | 6,781,007 |
Warrants, Issued | 0 |
Warrants, Exercised | -890,644 |
Warrants, Expired | -53 |
Warrants, Outstanding at September 30, 2013 | 5,890,310 |
Weighted - Average exercise price of Warrants, Outstanding at December 31, 2012 | $1.58 |
Weighted - Average exercise price of Warrants, Issued | $0 |
Weighted - Average exercise price of Warrants, Exercised | $2.25 |
Weighted - Average exercise price of Warrants, Expired | $562.50 |
Weighted - Average exercise price of Warrants, Outstanding at September 30, 2013 | $1.47 |
Aggregate Intrinsic Value of Warrants, Outstanding at December 31, 2012 | $14,563,539 |
Aggregate Intrinsic Value of Warrants, Outstanding at September 30, 2013 | $21,799,376 |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 22 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Stock Based Compensation [Line Items] | ' | ' | ' | ' |
Stock compensation expense | $996,755 | $4,256,000 | $2,178,590 | $7,764,676 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense associated with option grants | 0 | 56,405 | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense associated with restricted stock | $996,755 | $4,199,595 | ' | ' |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 22 Months Ended | ||
Jul. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 10,000,000 | 10,000,000 | ' | 10,000,000 | 10,000,000 |
Common Stock, Shares Authorized | ' | 500,000,000 | 500,000,000 | ' | 500,000,000 | 500,000,000 |
Preferred stock, par value (in dollars per share) | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 |
Common stock, par value (in dollars per share) | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 |
Share Based Compensation Non Employee Stock Options Outstanding | ' | 37,000 | 37,000 | ' | 37,000 | ' |
Stock Issued During Period Shares New Issues, Shelf registration statement | ' | ' | $135,000,000 | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 5,700,000 | ' | ' | ' | ' | ' |
Share Price | $6.15 | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Common Stock | 35,000,000 | ' | 37,648,280 | 0 | 47,472,962 | ' |
Stock Issued During Period Shares New Issues, Overallotments | 855,000 | ' | ' | ' | ' | ' |
Net Proceeds From Issuance Of Common Stock | 37,600,000 | ' | ' | ' | ' | ' |
Underwriting discounts and offering expenses | 2,700,000 | ' | ' | ' | ' | ' |
Share-based Compensation, Total | ' | 996,755 | 4,256,000 | 2,178,590 | 7,764,676 | ' |
Non Employee Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Outstanding Number | ' | 2,481,375 | 2,481,375 | ' | 2,481,375 | ' |
Corporate Milestone [Member] | ' | ' | ' | ' | ' | ' |
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Outstanding Number | ' | 1,517,500 | 1,517,500 | ' | 1,517,500 | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '2 years 1 month 6 days | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | ' | 7,227,000 | 7,227,000 | ' | 7,227,000 | ' |
Share-based Compensation, Total | ' | ' | $4,199,595 | ' | ' | ' |
Equity Incentive Plans [Member] | ' | ' | ' | ' | ' | ' |
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | 1,903,213 | 1,903,213 | ' | 1,903,213 | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Notes Payable [Line Items] | ' | ' |
Notes payable, Current portion, net | $677,778 | $677,778 |
Notes payable, Non-current portion, net | 2,269,046 | 2,479,098 |
Total | 2,946,824 | 3,156,876 |
Convertible Notes [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Notes payable, Current portion, net | 0 | 0 |
Notes payable, Non-current portion, net | 2,269,046 | 2,479,098 |
Total | 2,269,046 | 2,479,098 |
ICON Convertible Notes [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Notes payable, Current portion, net | 677,778 | 677,778 |
Notes payable, Non-current portion, net | 0 | 0 |
Total | $677,778 | $677,778 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 9 Months Ended | 22 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 08, 2010 | Mar. 08, 2010 | Sep. 30, 2013 | Mar. 31, 2011 | Mar. 31, 2011 | Mar. 31, 2011 | |
Convertible Notes Payable [Member] | Icon Clinical Research [Member] | Icon Clinical Research [Member] | Icon Clinical Research [Member] | Before Amendment [Member] | After Amendment [Member] | ||||||
Icon Clinical Research [Member] | Icon Clinical Research [Member] | ||||||||||
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ' | 5.00% | ' | ' | 5.00% | ' | ' | ' | 5.00% | 8.00% |
Percentage Of Cash Proceeds From Operation To Repay Interest On Convertible Debt | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $1,125 | ' | ' | ' | ' | $562.50 |
Long-term Debt, Gross | $18,390,000 | ' | $18,390,000 | $17,727,000 | $16,876,000 | ' | ' | ' | ' | ' | ' |
Accounts Payable | ' | ' | ' | ' | ' | ' | 1,275,188 | ' | ' | ' | ' |
Payments of short-term loans | 0 | 200,000 | 200,001 | ' | ' | ' | 275,188 | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | 27,778 | ' | ' | ' | ' |
One Time Settlement Amount For Waiver Of Interest and Principal Payments | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Interest and Debt Expense | ' | ' | ' | ' | ' | ' | ' | 49,240 | ' | ' | ' |
Notes Payable, Current, Total | 677,778 | ' | 677,778 | 677,778 | ' | ' | ' | 677,778 | ' | ' | ' |
Interest Payable | ' | ' | ' | ' | ' | ' | ' | $172,751 | ' | ' | ' |
LICENSE_AGREEMENTS_Details_Tex
LICENSE AGREEMENTS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 22 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | |
License Agreement [Line Items] | ' | ' | ' | ' | ' | ' |
Upfront Licenses Revenue Payment Received | ' | ' | ' | ' | $2,000,000 | ' |
License revenue | 38,096 | 0 | 114,286 | 0 | ' | 133,334 |
Deferred Revenue | 1,867,000 | ' | 1,867,000 | ' | ' | 1,867,000 |
Additional Amount Receivable On Achievement Of Pre Specified Milestones | ' | ' | 5,000,000 | ' | ' | ' |
Income taxes | 0 | 0 | 0 | 0 | 330,000 | 330,000 |
Current portion of deferred revenue | $152,381 | ' | $152,381 | ' | $152,381 | $152,381 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 22 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||
Jul. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 30, 2012 | Sep. 30, 2013 | |
Research Development Expenses [Member] | Research Development Expenses [Member] | Lfb Group [Member] | Lfb Group [Member] | |||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Number Of Common Stock Shares Granted In Connection With License Agreement By Issue Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' |
Common Stock Purchase Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Other research and development | ' | $3,138,119 | $1,433,711 | $9,014,776 | $3,133,960 | $13,039,241 | $2,034,000 | $6,068,000 | ' | ' |
Accounts Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,079,000 |