Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 12, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | TG THERAPEUTICS, INC. | ||
Entity Central Index Key | 1001316 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $206,996,000 | ||
Trading Symbol | TGTX | ||
Entity Common Stock, Shares Outstanding | 46,543,932 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $55,713,784 | $40,485,466 |
Short-term investment securities | 23,062,034 | 0 |
Interest receivable | 85,516 | 27,169 |
Prepaid research and development | 6,179,743 | 1,742,824 |
Other current assets | 173,952 | 47,804 |
Total current assets | 85,215,029 | 42,303,263 |
Restricted cash | 575,012 | 0 |
Long-term investment securities | 0 | 4,918,897 |
Equipment, net | 20,357 | 5,718 |
Goodwill | 799,391 | 799,391 |
Other assets | 137,101 | 85,121 |
Total assets | 86,746,890 | 48,112,390 |
Current liabilities: | ||
Notes payable, current portion | 275,190 | 677,778 |
Accounts payable and accrued expenses | 3,991,625 | 4,764,502 |
Accrued compensation | 702,000 | 532,500 |
Current portion of deferred revenue | 152,381 | 152,381 |
Interest payable | 0 | 190,017 |
Total current liabilities | 5,121,196 | 6,317,178 |
Deferred revenue, net of current portion | 1,523,810 | 1,676,191 |
Notes payable, less current portion, at fair value | 0 | 64,529 |
Total liabilities | 6,645,006 | 8,057,898 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, none issued and outstanding as of December 31, 2014 and 2013) | 0 | 0 |
Common stock, $0.001 par value per share (150,000,000 and 500,000,000 shares authorized, 44,974,248 and 34,336,235 shares issued, 44,932,939 and 34,294,926 shares outstanding at December 31, 2014 and 2013, respectively) | 44,974 | 34,336 |
Contingently issuable shares | 6 | 6 |
Additional paid-in capital | 175,476,521 | 79,658,490 |
Treasury stock, at cost, 41,309 shares at December 31, 2014 and 2013 | -234,337 | -234,337 |
Accumulated deficit | -95,185,280 | -39,404,003 |
Total equity | 80,101,884 | 40,054,492 |
Total liabilities and equity | $86,746,890 | $48,112,390 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 500,000,000 |
Common stock, shares issued | 44,974,248 | 34,336,235 |
Common stock, shares outstanding | 44,932,939 | 34,294,926 |
Treasury stock, shares | 41,309 | 41,309 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
License revenue | $152,381 | $152,381 |
Research and development: | ||
Noncash stock expense associated with in-licensing agreements | 5,350,094 | 0 |
Noncash compensation | 8,731,566 | 1,041,519 |
Other research and development | 26,004,687 | 12,621,161 |
Total research and development | 40,086,347 | 13,662,680 |
General and administrative: | ||
Noncash compensation | 12,373,726 | 4,161,629 |
Other general and administrative | 3,413,400 | 2,496,461 |
Total general and administrative | 15,787,126 | 6,658,090 |
Impairment of in-process research and development | 0 | 2,797,600 |
Total costs and expenses | 55,873,473 | 23,118,370 |
Operating loss | -55,721,092 | -22,965,989 |
Other (income) expense: | ||
Interest income | -55,049 | -30,822 |
Other income | -95,427 | -108,894 |
Interest expense | 930,701 | 952,888 |
Change in fair value of notes payable | -720,040 | -3,300,951 |
Total other expense (income), net | 60,185 | -2,487,779 |
Net loss | ($55,781,277) | ($20,478,210) |
Basic and diluted net loss per common share (in dollars per share) | ($1.64) | ($0.81) |
Weighted average shares used in computing basic and diluted net loss per common share (in shares) | 34,068,926 | 25,413,964 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Total | Common Stock [Member] | Contingently Issuable Shares [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $15,550,301 | $25,821 | $6 | $34,534,805 | ($84,538) | ($18,925,793) |
Balance (in shares) at Dec. 31, 2012 | 25,820,738 | 13,526 | ||||
Issuance of common stock in connection with exercise of warrants | 2,280,773 | 1,013 | 2,279,760 | |||
Issuance of common stock in connection with exercise of warrants (in shares) | 1,013,009 | |||||
Issuance of common stock in connection with cashless exercise of warrants | -1 | 3 | -4 | |||
Issuance of common stock in connection with cashless exercise of warrants (in shares) | 3,024 | |||||
Issuance of common stock in connection with exercise of options (in shares) | 0 | |||||
Issuance of restricted stock | 0 | 944 | -944 | |||
Issuance of restricted stock (in shares) | 944,464 | |||||
Issuance of common stock in public offering | 37,648,280 | 6,555 | 37,641,725 | |||
Issuance of common stock in public offering (in shares) | 6,555,000 | |||||
Compensation in respect of restricted stock and stock options granted to employees, directors and consultants | 5,203,148 | 5,203,148 | ||||
Surrender of common stock for tax withholding | -149,799 | -149,799 | ||||
Surrender of common stock for tax withholding (in shares) | 27,783 | |||||
Net loss | -20,478,210 | -20,478,210 | ||||
Balance at Dec. 31, 2013 | 40,054,492 | 34,336 | 6 | 79,658,490 | -234,337 | -39,404,003 |
Balance (in shares) at Dec. 31, 2013 | 34,336,235 | 41,309 | ||||
Issuance of common stock in connection with exercise of warrants | 3,556,624 | 1,561 | 3,555,063 | |||
Issuance of common stock in connection with exercise of warrants (in shares) | 1,560,826 | |||||
Issuance of common stock in connection with exercise of options | 202,400 | 46 | 202,354 | |||
Issuance of common stock in connection with exercise of options (in shares) | 46,000 | 46,000 | ||||
Issuance of restricted stock | 0 | 983 | -983 | |||
Issuance of restricted stock (in shares) | 982,793 | |||||
Forfeiture of restricted stock | 0 | -1 | 1 | |||
Forfeiture of restricted stock (in shares) | -1,000 | |||||
Issuance of common stock in public offering | 16,791,408 | 2,703 | 16,788,705 | |||
Issuance of common stock in public offering (in shares) | 2,702,809 | |||||
Issuance of common stock in At the Market offering (net of offering costs of $1,101,572) | 48,822,852 | 4,850 | 48,818,002 | |||
Issuance of common stock in At the Market offering (net of offering costs of $1,101,572) (in shares) | 4,850,055 | |||||
Compensation in respect of restricted stock and stock options granted to employees, directors and consultants | 21,105,292 | 21,105,292 | ||||
Common stock issued in connection with in-licensing agreements | 5,350,093 | 496 | 5,349,597 | |||
Common stock issued in connection with in-licensing agreements (in shares) | 496,530 | |||||
Net loss | -55,781,277 | -55,781,277 | ||||
Balance at Dec. 31, 2014 | $80,101,884 | $44,974 | $6 | $175,476,521 | ($234,337) | ($95,185,280) |
Balance (in shares) at Dec. 31, 2014 | 44,974,248 | 41,309 |
Consolidated_Statements_of_Equ1
Consolidated Statements of Equity [Parenthetical] (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $1,344,440 | $2,664,970 |
Payments of Stock Issuance Costs | $1,101,572 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($55,781,277) | ($20,478,210) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on settlement of note payable | -95,427 | 0 |
Noncash stock compensation expense | 21,105,292 | 5,203,148 |
Noncash stock expense associated with in-licensing agreements | 5,350,094 | 0 |
Impairment of in-process research and development | 0 | 2,797,600 |
Depreciation | 3,931 | 1,127 |
Amortization of premium on investment securities | 193,581 | 975 |
Change in fair value of notes payable | 210,661 | -2,414,569 |
Changes in assets and liabilities, net of effects of acquisition: | ||
Increase in restricted cash | -575,012 | 0 |
(Increase) decrease in other current assets | -4,563,067 | 229,258 |
Increase in accrued interest receivable | -58,347 | -27,169 |
(Decrease) increase in accounts payable and accrued expenses | -603,377 | 4,034,605 |
(Decrease) increase in interest payable | -94,590 | 66,506 |
Decrease in deferred revenue | -152,381 | -152,381 |
Net cash used in operating activities | -35,059,919 | -10,739,110 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of equipment | -18,570 | -5,681 |
Investment in held-to-maturity long-term securities | 0 | -4,919,871 |
Investment in held-to-maturity short-term securities | -18,336,719 | 0 |
Net cash used in investing activities | -18,355,289 | -4,925,552 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the exercise of warrants | 3,556,624 | 2,280,773 |
Proceeds from the exercise of options | 202,400 | 0 |
Payment of notes payable | -677,778 | 0 |
Proceeds from sale of common stock, net | 65,614,260 | 37,648,280 |
Deferred financing costs paid | -51,980 | -85,121 |
Purchase of treasury stock | 0 | -149,799 |
Net cash provided by financing activities | 68,643,526 | 39,694,133 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 15,228,318 | 24,029,471 |
Cash and cash equivalents at beginning of year | 40,485,466 | 16,455,995 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | $55,713,784 | $40,485,466 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [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 novel treatments for b-cell malignancies and autoimmune diseases. Currently, the company is developing two therapies targeting hematological malignancies. TG-1101 (ublituximab) is a novel, glycoengineered monoclonal antibody that targets a specific and unique epitope on the CD20 antigen found on mature B-lymphocytes. TG Therapeutics is also developing TGR-1202, an orally available PI3K delta inhibitor. The delta isoform of PI3K is strongly expressed in cells of hematopoietic origin and is believed to be important in the proliferation and survival of B-lymphocytes. Both TG-1101 and TGR-1202 are in clinical development for patients with hematologic malignancies. The Company also has a pre-clinical program to develop inhibitors of IRAK4 (interleukin-1 receptor-associated kinase 4), as well as an antibody research program to develop anti-PD-L1 and anti-GITR antibodies, all currently in pre-clinical development. | |
We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. To date, we have not received approval for the sale of any of our drug candidates in any market and, therefore, have not generated any product sales from our drug candidates. | |
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 may never become profitable. As of December 31, 2014, we have an accumulated deficit of $95,185,280. | |
Our primary sources of cash have been proceeds from the private placement and public offering of equity securities, the upfront payment from our Sublicense Agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”), and warrant and option 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. | |
As of December 31, 2014, we had $78,861,334 in cash and cash equivalents, investment securities, and interest receivable. We currently anticipate that our cash and cash equivalents, inclusive of the funds raised subsequent to the end of the year, to be sufficient to fund our anticipated operating cash requirements for more than 24 months from December 31, 2014. 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.” | |
RECENTLY ISSUED ACCOUNTING STANDARDS | |
In May 2014, the FASB issued an update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a Company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for us beginning in fiscal 2017. We are currently evaluating the impact of this update on our consolidated financial statements. | |
On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. We early adopted this update as of June 30, 2014. | |
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern, which requires management of an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued. This update will become effective beginning January 1, 2017, with early adoption permitted. The provisions of this standard are not expected to significantly impact the Company. | |
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. | |
USE OF ESTIMATES | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period. Actual results could differ from those estimates. Such differences could be material to the financial statements. | |
CASH AND CASH EQUIVALENTS | |
We treat liquid investments with original maturities of less than three months when purchased as cash and cash equivalents. | |
RESTRICTED CASH | |
We record cash pledged or held in trust as restricted cash. As of December 31, 2014, we have approximately $0.6 million of restricted cash pledged to secure a line of credit as a security deposit for a Desk Agreement (see Note 9). | |
INVESTMENT SECURITIES | |
Investment securities at December 31, 2014 and 2013 consist of short-term and long-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. | |
A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other income (expense), net. Unrealized gains, if determined to be temporary, are included in accumulated other comprehensive income in equity. Dividend and interest income are recognized when earned. | |
CREDIT RISK | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and long-term investments. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally-insured limits. | |
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 or sooner, if there is an indication of impairment, 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 as compensation for service 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 PER COMMON SHARE | |
Basic net loss per common share is calculated by dividing net loss applicable to common shares by the weighted-average number of common shares outstanding for the period. Diluted net loss per common share is the same as basic net loss per common share, 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 8,890,796 and 10,618,584 at December 31, 2014 and 2013, respectively. During the years ended December 31, 2014 and 2013 the Company incurred a net loss, therefore, all of the dilutive securities are excluded from the computation of diluted loss 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. | |
CASH_AND_CASH_EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Cash and Cash Equivalents Disclosure [Text Block] | NOTE 2 – CASH AND CASH EQUIVALENTS | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Money market funds | $ | 12,364,537 | $ | 554,069 | ||||
Checking and bank deposits | 43,349,247 | 39,931,397 | ||||||
Total | $ | 55,713,784 | $ | 40,485,466 | ||||
INVESTMENT_SECURITIES
INVESTMENT SECURITIES | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 3 – INVESTMENT SECURITIES | |||||||||||||
We record our investments as either held-to-maturity or available-for-sale. Held-to-maturity investments are recorded at amortized cost. | ||||||||||||||
The following tables summarize our investment securities at December 31, 2014 and 2013: | ||||||||||||||
December 31, 2014 | ||||||||||||||
Gross | Gross | |||||||||||||
Amortized cost, | unrealized | unrealized | Estimated | |||||||||||
as adjusted | holding gains | holding losses | fair value | |||||||||||
Short-term investments: | ||||||||||||||
Obligations of domestic governmental agencies (maturing between January 2015 and December 2015) (held-to-maturity) | $ | 23,062,034 | $ | 922 | $ | 5,806 | $ | 23,057,150 | ||||||
Total short-term investment securities | $ | 23,062,034 | $ | 922 | $ | 5,806 | $ | 23,057,150 | ||||||
December 31, 2013 | ||||||||||||||
Gross | Gross | |||||||||||||
Amortized cost, | unrealized | unrealized | Estimated | |||||||||||
as adjusted | holding gains | holding losses | fair value | |||||||||||
Long-term investments: | ||||||||||||||
Obligations of domestic governmental agencies (maturing between January 2015 and April 2015) (held-to-maturity) | $ | 4,918,897 | $ | — | $ | 650 | $ | 4,918,247 | ||||||
Total long-term investment securities | $ | 4,918,897 | $ | — | $ | 650 | $ | 4,918,247 | ||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value Disclosures [Text Block] | NOTE 4 – FAIR VALUE MEASUREMENTS | |||||||||||||
We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements. The fair value 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 December 31, 2014 and 2013, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, current portion approximate their carrying value. | ||||||||||||||
At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc. (“Manhattan”)) with 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. We have 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 with TG Biologics (“TGBio”) in December 2011, we performed a valuation of the assets and liabilities of Manhattan immediately prior to the transaction. The cumulative liability including accrued and unpaid interest of these notes was approximately $16,876,000 immediately prior to the transaction, and $19,544,720 and $18,614,000 at December 31, 2014 and 2013, respectively. As these notes payable are tied directly to net product cash flows derived from the preexisting products of Ariston, this note and accrued interest was recorded at fair value of $3,287,700 as of the date of the transaction. No payments have been made on these notes as of December 31, 2014. | ||||||||||||||
We elected the fair value option for valuing the 5% Notes upon the transaction with TGBio. We elected the fair value option in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments. | ||||||||||||||
As of December 31, 2013, as a result of expiring intellectual property rights and other factors as discussed below in Nonrecurring Fair Value Measurements, it was determined that net product cash flows from AST-726 were unlikely. As we have no other obligations under the 5% Notes aside from the net product cash flows and the conversion feature, the conversion feature was used to estimate the 5% Notes’ fair value as of December 31, 2014 and 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 tables provide the fair value measurements of applicable financial liabilities as of December 31, 2014 and 2013: | ||||||||||||||
Financial liabilities at fair value | ||||||||||||||
as of December 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 275,190 | $ | 275,190 | ||||||
Totals | $ | — | $ | — | $ | 275,190 | $ | 275,190 | ||||||
Financial liabilities at fair value | ||||||||||||||
as of December 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 64,529 | $ | 64,529 | ||||||
Totals | $ | — | $ | — | $ | 64,529 | $ | 64,529 | ||||||
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 for the years ended December 31, 2013 and 2014: | ||||||||||||||
Balance at January 1, 2013 | $ | 2,479,098 | ||||||||||||
Interest accrued on face value of 5% Notes | 886,382 | |||||||||||||
Change in fair value of Level 3 liabilities | -3,300,951 | |||||||||||||
Balance at December 31, 2013 | 64,529 | |||||||||||||
Interest accrued on face value of 5% Notes | 930,701 | |||||||||||||
Change in fair value of Level 3 liabilities | -720,040 | |||||||||||||
Balance at December 31, 2014 | $ | 275,190 | ||||||||||||
The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying consolidated statements of operations. | ||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||
There were no nonrecurring fair value measurements during the year ended December 31, 2014. The following table summarizes the assets measured at fair value on a nonrecurring basis as of December 31, 2013: | ||||||||||||||
Fair value measurements | ||||||||||||||
as of December 31, 2013 | ||||||||||||||
Total impairment charge | ||||||||||||||
for the year ended | ||||||||||||||
Level 1 | Level 2 | Level 3 | December 31, 2013 | |||||||||||
Assets: | ||||||||||||||
In-process research and development | $ | — | $ | — | $ | — | $ | -2,797,600 | ||||||
Total | $ | — | $ | — | $ | — | $ | -2,797,600 | ||||||
As of December 31, 2013, as a result of expiring intellectual property rights, uncertain regulatory pathways, and market changes affecting the commercial potential for the Ariston in-process research and development asset (AST-726), we determined that the asset's carrying value was no longer recoverable. Accordingly, during the year ended December 31, 2013, we recorded a non-cash impairment charge of $2,797,600, which was recorded as impairment of in-process research and development in our consolidated statements of operations. The fair value of this asset was determined to be zero primarily as a result of the expiring intellectual property rights surrounding the asset. This fair value measurement technique is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Shareholders Equity and Share-based Payments [Text Block] | NOTE 5 – 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. | ||||||||||||
Stockholder Rights Plan | ||||||||||||
On July 18, 2014, we adopted a stockholder rights plan. The stockholder rights plan is embodied in the Stockholder Protection Rights Agreement dated as of July 18, 2014 (the “Rights Agreement”), between us and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). | ||||||||||||
Accordingly, the Board of Directors declared a distribution of one right (a “Right”) for each outstanding share of common stock, to stockholders of record at the close of business on July 28, 2014, for each share of common stock issued (including shares distributed from treasury) by us thereafter and prior to the Separation Time (as defined in the Rights Agreement), and for certain shares of common stock issued after the Separation Time. Following the Separation Time, each Right entitles the registered holder to purchase from us one one-thousandth (1/1,000) of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), at a purchase price of $100.00 (the "Exercise Price"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. Each one one-thousandth of a share of Preferred Stock has substantially the same rights as one share of common stock. Subject to the terms and conditions of the Rights Agreement, Rights become exercisable ten days after the public announcement that a “Person” has become an “Acquiring Person” (as each such term is defined in the Rights Agreement). Any Rights held by an Acquiring Person are void and may not be exercised. | ||||||||||||
If a Person becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may purchase at the Right’s then-current exercise price, common stock having a market value equal to twice the exercise price. Moreover, at any time after a Person becomes an Acquiring Person (unless such Person acquires 50 percent or more of our common stock then outstanding, as more fully described in the Rights Agreement), the Board of Directors may exchange all (but not less than all) of the then outstanding Rights (other than rights owned by such Person, which would have become void) for shares of common stock at an exchange ratio of one share of common stock per Right, appropriately adjusted in order to protect the interests of holders of Rights. | ||||||||||||
The Rights Agreement was approved by our Board of Directors on July 18, 2014. The Rights will expire at the close of business on its ten year anniversary, unless earlier exchanged or terminated by us. | ||||||||||||
Common Stock | ||||||||||||
Our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of $0.001 par value common stock. At the annual shareholder meeting on June 6, 2014, an amendment to the Company's Certificate of Incorporation to decrease its authorized share capital by 350,000,000 shares from 500,000,000 to 150,000,000 was approved. | ||||||||||||
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. | ||||||||||||
On March 11, 2014, we announced the pricing of an underwritten sale of 2,702,809 shares of our common stock at a price of $6.71 per share for gross proceeds of approximately $18.1 million. Net proceeds from this offering were approximately $16.8 million, net of underwriting discounts and offering expenses of approximately $1.3 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. | ||||||||||||
On June 21, 2013, we entered into an At-the-Market Issuance Sales Agreement (the “2013 ATM”) with MLV & Co. LLC (“MLV”) under which could issue and sell shares of our common stock, having an aggregate offering price of up to $50.0 million, from time to time through MLV, acting as the sales agent. Under the agreement we would pay MLV a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock sold through MLV. | ||||||||||||
During the year ended December 31, 2014, we sold a total of 4,850,055 shares of common stock for aggregate total gross proceeds of approximately $50.0 million at an average selling price of $10.31 per share. Net proceeds were approximately $48.9 million after deducting commissions and other transactions costs. We have fully utilized the capacity under this 2013 ATM and, accordingly, no further sales can be made under this 2013 ATM. | ||||||||||||
We currently have two shelf registration statements on Form S-3 filed and declared effective by the SEC (File No. 333-189015 and File No. 333-201339). These shelf registration statements provide for the offering of up to approximately $317 million of common stock. We may offer the securities under our shelf registration statements 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 these shelf registration statements provide us with the flexibility to raise additional capital to finance our operations as needed. | ||||||||||||
Treasury Stock | ||||||||||||
As of December 31, 2014 and 2013, 41,309 shares of common stock are being held in Treasury, at a cost of approximately $234,000, representing the fair market value on the date the shares were surrendered to the Company to satisfy employee tax obligations. | ||||||||||||
Equity Incentive Plans | ||||||||||||
In May 2012, we established the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (“2012 Incentive Plan”). Under the 2012 Incentive Plan, our compensation committee of board of directors is authorized to grant stock-based awards to directors, consultants, employees and officers. The 2012 Incentive Plan authorizes grants to purchase up to 6,000,000 shares of authorized but unissued common stock. As of December 31, 2014, no options were outstanding and up to an additional 126,000 shares may be issued under the 2012 Incentive Plan. | ||||||||||||
Stock Options | ||||||||||||
The following table summarizes stock option activity for the years ended December 31, 2014 and 2013: | ||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||
of shares | average | average | Intrinsic | |||||||||
exercise price | Contractual | Value | ||||||||||
Term | ||||||||||||
(in years) | ||||||||||||
Outstanding at January 1, 2013 | 46,904 | $ | 61.08 | 9.44 | ||||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | -313 | 2,249.85 | ||||||||||
Expired | — | — | ||||||||||
Outstanding at December 31, 2013 | 46,591 | 46.37 | 8.5 | $ | — | |||||||
Granted | — | — | ||||||||||
Exercised | -46,000 | 4.4 | ||||||||||
Forfeited | — | — | ||||||||||
Expired | -397 | 4,457.57 | ||||||||||
Outstanding at December 31, 2014 | 194 | $ | 971.7 | 3.5 | $ | — | ||||||
Exercisable at December 31, 2014 | 194 | $ | 971.7 | 3.5 | $ | — | ||||||
As of December 31, 2014, there are no unvested option awards and no unrecognized compensation cost related option awards. | ||||||||||||
Restricted Stock | ||||||||||||
Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted share activity for the years ended December 31, 2014 and 2013: | ||||||||||||
Number of Shares | Weighted | |||||||||||
Average | ||||||||||||
Grant Date | ||||||||||||
Fair Value | ||||||||||||
Outstanding at January 1, 2013 | 6,614,243 | $ | 4.49 | |||||||||
Granted | 944,464 | 4.13 | ||||||||||
Vested | -523,750 | 2.48 | ||||||||||
Forfeited | — | — | ||||||||||
Outstanding at December 31, 2013 | 7,034,957 | $ | 4.6 | |||||||||
Granted | 982,793 | 13.55 | ||||||||||
Vested | -1,616,749 | 6.53 | ||||||||||
Forfeited | -1,000 | 6.6 | ||||||||||
Outstanding at December 31, 2014 | 6,400,001 | $ | 5.86 | |||||||||
Total expense associated with restricted stock grants was $20,726,512 and $5,146,743 during the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, there was approximately $15.5 million 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 December 31, 2014, 134,302 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones; and 2,027,750 shares of restricted stock outstanding issued to non-employees. Milestone-based non-cash compensation expense will be measured and recorded if and when a milestone occurs. The expense for non-employee shares 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. | ||||||||||||
Warrants | ||||||||||||
The following table summarizes warrant activity for the years ended December 31, 2014 and 2013: | ||||||||||||
Warrants | Weighted- | Aggregate | ||||||||||
average | Intrinsic | |||||||||||
exercise price | Value | |||||||||||
Outstanding at January 1, 2013 | 6,781,007 | $ | 1.58 | $ | 14,563,539 | |||||||
Issued | — | — | ||||||||||
Exercised | -1,018,068 | 2.25 | ||||||||||
Expired | -43,992 | 16.26 | ||||||||||
Outstanding at December 31, 2013 | 5,718,947 | 1.34 | $ | 14,809,030 | ||||||||
Issued | — | — | ||||||||||
Exercised | -1,560,826 | 2.28 | ||||||||||
Expired | -9,893 | 20.74 | ||||||||||
Outstanding at December 31, 2014 | 4,148,228 | $ | 0.94 | $ | 61,792,184 | |||||||
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 years ended December 31, 2014 and 2013. | ||||||||||||
The following table summarizes stock-based compensation expense information about stock options and restricted stock for the years ended December 31, 2014 and 2013: | ||||||||||||
2014 | 2013 | |||||||||||
Stock-based compensation expense associated with restricted stock | $ | 20,726,512 | $ | 5,146,743 | ||||||||
Stock-based compensation expense associated with stock options | 378,780 | 56,405 | ||||||||||
$ | 21,105,292 | $ | 5,203,148 | |||||||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Debt Disclosure [Text Block] | NOTE 6 – NOTES PAYABLE | |||||||||||||||||||
The following is a summary of notes payable: | ||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
Current | Non- | Total | Current | Non- | Total | |||||||||||||||
portion, net | current | portion, net | current | |||||||||||||||||
portion, | portion,net | |||||||||||||||||||
net | ||||||||||||||||||||
Convertible 5% Notes Payable | $ | 275,190 | $ | - | $ | 275,190 | $ | - | $ | 64,529 | $ | 64,529 | ||||||||
ICON Convertible Note | - | - | - | 677,778 | - | 677,778 | ||||||||||||||
Totals | $ | 275,190 | $ | - | $ | 275,190 | $ | 677,778 | $ | 64,529 | $ | 742,307 | ||||||||
We assumed the preceding notes payable as the result of the transaction between the Company and TGBio. Accordingly, a valuation using the guidance in the accounting literature for business combinations (ASC 805) was performed and these notes have been presented at their fair value on the date of the transaction. | ||||||||||||||||||||
Convertible 5% Notes Payable | ||||||||||||||||||||
At the time of our merger with Ariston in March 2010 (as discussed in Note 4), 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. We have 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, which is March 8, 2015. | ||||||||||||||||||||
In connection with the exchange transaction with TG Biologics (“TGBio”) in December 2011, we performed a valuation of the assets and liabilities of Manhattan immediately prior to the transaction. The cumulative liability including accrued and unpaid interest of these notes was approximately $16,876,000 immediately prior to the transaction, and $19,544,720 and $18,614,000 at December 31, 2014 and 2013, respectively. As these notes payable are tied directly to net product cash flows derived from the preexisting products of Ariston, this note and accrued interest was recorded at fair value of $3,287,700 as of the date of the transaction. No payments have been made on these notes as of December 31, 2014. See Note 4 for further details. | ||||||||||||||||||||
ICON Convertible Note Payable | ||||||||||||||||||||
As of December 31, 2013, the principal amount of the Amended ICON Note was $677,778, of which the entire balance had been classified as current. Interest payable on the Amended ICON Note was $190,017 as of December 31, 2013. In January 2014, we entered into a settlement and release agreement with ICON related to this note, under which we agreed to pay $772,369 in full settlement of the principal and interest due on this note, resulting in a gain of $95,427. | ||||||||||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | NOTE 7 – INCOME TAXES | |||||||
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and the overall prospects of our business. Based upon management's assessment of all available evidence, we believe that it is more-likely-than-not that the deferred tax assets will not be realizable, and therefore, a valuation allowance has been established. The valuation allowance for deferred tax assets was approximately $69,084,000 and $46,283,000 as of December 31, 2014 and 2013, respectively. | ||||||||
As of December 31, 2014, we have U.S. net operating loss carryforwards (“NOLs”) of approximately $136,017,000. For income tax purposes, these NOLs will expire in various amounts through 2034. The Tax Reform Act of 1986 contains provisions which limit the ability to utilize net operating loss carryforwards in the case of certain events including significant changes in ownership interests. The Exchange Transaction with TG Bio may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended. Accordingly, a substantial portion of the Company’s NOLs above may be subject to annual limitations in reducing any future year’s taxable income. | ||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below. | ||||||||
2014 | 2013 | |||||||
Deferred tax assets (liabilities): | ||||||||
Net operating loss carryforwards | $ | 52,350,293 | $ | 32,399,879 | ||||
Research and development credit | 3,358,934 | 2,266,167 | ||||||
Noncash compensation | 12,417,815 | 10,971,912 | ||||||
Other | 956,727 | 644,899 | ||||||
Deferred tax asset, excluding valuation allowance | 69,083,769 | 46,282,857 | ||||||
Less valuation allowance | -69,083,769 | -46,282,857 | ||||||
Net deferred tax assets | $ | — | $ | — | ||||
There was no current or deferred income tax expense for the years ended December 31, 2014 and 2013. Income tax expense differed from amounts computed by applying the US Federal income tax rate of 34% to pretax loss as follows: | ||||||||
For the year ended December 31, | ||||||||
2014 | 2013 | |||||||
Loss before income taxes, as reported in the consolidated statements of operations | $ | -55,781,277 | $ | -20,478,210 | ||||
Computed “expected” tax benefit | $ | -18,965,634 | $ | -6,962,592 | ||||
Increase (decrease) in income taxes resulting from: | ||||||||
Expected benefit from state and local taxes | -2,533,156 | -917,810 | ||||||
Research and development credits | -1,092,767 | -250,000 | ||||||
Other | 35,459 | 43,026 | ||||||
Permanent difference related to contingent note payable | -244,814 | -1,924,558 | ||||||
Change in the balance of the valuation allowance for deferred tax assets | 22,800,912 | 10,011,934 | ||||||
$ | — | $ | — | |||||
We file income tax returns in the U.S Federal and various state and local jurisdictions. With certain exceptions, the Company is no longer subject to U.S. Federal and state income tax examinations by tax authorities for years prior to 2011. However, NOLs and tax credits generated from those prior years could still be adjusted upon audit. | ||||||||
The Company recognizes interest and penalties to uncertain tax positions in income tax expense in the consolidated statements of operations. There was no accrual for interest and penalties related to uncertain tax positions for 2014 and 2013. We do not believe that there will be a material change in our unrecognized tax positions over the next twelve months. All of the unrecognized tax benefits, if recognized, would be offset by the valuation allowance. | ||||||||
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
License Agreement [Abstract] | |
License Agreement Disclosure [Text Block] | NOTE 8 – LICENSE AGREEMENTS |
TGR-1202 | |
On September 22, 2014, we exercised our option to license the global rights to TGR-1202, thereby entering into an exclusive licensing agreement (the “TGR-1202 License”) with Rhizen Pharmaceuticals, SA (“Rhizen”) for the development and commercialization of TGR-1202. Prior to this, we had been jointly developing TGR-1202 in a 50:50 joint venture with Rhizen. | |
Under the terms of the TGR-1202 License, Rhizen received a $4.0 million cash payment and 371,530 shares of our common stock as an upfront license fee. With respect to TGR-1202, Rhizen will be eligible to receive regulatory filing, approval and sales-based milestone payments in the aggregate of approximately $175 million, a small portion of which will be payable on the first New Drug Application (NDA) filing and the remainder on approval in multiple jurisdictions for up to two oncology indications and one non-oncology indication and attaining certain sales milestones. In addition, if TGR-1202 is co-formulated with another drug to create a new product (a "New Product"), Rhizen will be eligible to receive similar regulatory approval and sales-based milestone payments for such New Product. Additionally, Rhizen will be entitled to tiered royalties on our future net sales of TGR-1202 and any New Product. In lieu of sales milestones and royalties on net sales, Rhizen shall also be eligible to participate in sublicensing revenue, if any, based on a percentage that decreases as a function of the number of patients treated in clinical trials following the exercise of the license option. Rhizen will retain global manufacturing rights to TGR-1202, provided that they are price competitive with alternative manufacturers. | |
In connection with the TGR-1202 License, we recognized $4.1 million of noncash research and development expense during the year ended December 31, 2014 related to the issuance of the above mentioned common stock. In addition, we recognized $4.0 million of other research and development expense during the year ended December 31, 2014 related to the cash milestone payment. | |
IRAK4 | |
On June 23, 2014, we entered into an exclusive licensing agreement with Ligand Pharmaceuticals Incorporated ("Ligand") for the development and commercialization of Ligand's interleukin-1 receptor associated kinase-4 ("IRAK4") inhibitor technology, which currently is in preclinical development for potential use against certain cancers and autoimmune diseases. IRAK4 is a serine/threonine protein kinase that is a key downstream signaling component of the interleukin-1 receptor and multiple toll-like receptors. | |
Under the terms of the license agreement, Ligand received 125,000 shares of our common stock as an upfront license fee. Ligand will also be eligible to receive maximum potential milestone payments of approximately $207 million upon the achievement of specific clinical, regulatory and commercial milestone events. Additionally, Ligand will be entitled to royalties on our future net sales of licensed products containing IRAK4 inhibitors. The basic royalty rate for licensed products covered by Ligand's issued patents will be 6% for annual sales of up to $1 billion and 9.5% for annual sales in excess of that threshold. | |
In connection with the license agreement, we recognized $1,211,250 of noncash research and development expense during the year ended December 31, 2014 in connection with the issuance of the above mentioned common stock. | |
Additionally, Opus Point Partners, LLC, who identified the opportunity and advised us on the transaction, will also be entitled to receive a 1% royalty for annual sales of up to $1 billion. Michael S. Weiss, our Executive Chairman and Interim Chief Executive Officer, is a Managing Member of Opus Point Partners, LLC. | |
TG-1101 | |
In November 2012, we entered into an exclusive (within the territory) sublicense agreement with 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 income tax withholdings, 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, and represents the estimated period over which we will have certain ongoing responsibilities under the sublicense agreement. We recorded license revenue of approximately $152,000 for each of the years ended December 31, 2014 and 2013, and, at December 31, 2014 and 2013, have deferred revenue of approximately $1,676,000 and $1,829,000, respectively, associated with this $2,000,000 payment (approximately $152,000 of which has been classified in current liabilities at December 31, 2014). | |
We 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 us on net sales of TG-1101 in the sublicense territory. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 9 – RELATED PARTY TRANSACTIONS |
On January 30, 2012, we 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 ublituximab (the “LFB License Agreement”). In connection with the LFB License Agreement, LFB Group was issued 5,000,000 shares of common stock, and a warrant to purchase 2,500,000 shares of common stock at a purchase price of $0.001 per share. In addition, on November 9, 2012, we nominated Dr. Yann Echelard to our 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 common stock. | |
In connection with the LFB License Agreement, LFB maintained the right to purchase at least $750,000 in additional shares of common stock at a purchase price per share as defined in a November 2012 securities exchange agreement. Accordingly, in February 2015, LFB purchased 114,855 shares of our common stock at a price of $6.53 per share for net proceeds of $750,000. | |
Under the terms of the LFB License Agreement, we utilize LFB Group for certain development and manufacturing services. We incurred approximately $5,200,000 and $6,300,000 in expenses for such services during the years ended December 31, 2014 and 2013, respectively, which have been included in other research and development expenses in the accompanying consolidated statements of operations. As of December 31, 2014 and 2013, we had approximately $52,000 and $1,745,000, respectively, recorded in accounts payable related to the LFB License Agreement. In conjunction with the development and manufacturing services discussed above, certain agreements between us and LFB Group require payments in advance of services performed or goods delivered. Accordingly, as of December 31, 2014 and 2013, we recorded $1,886,518 and $1,629,340, respectively, in prepaid research and development for such advance payments. | |
In March 2014, we entered into a shared services agreement with Opus Point Partners Management, LLC (“Opus”) in which the parties agreed to share a rented facility and costs for certain other services. Michael S. Weiss, our Executive Chairman and Interim Chief Executive Officer, is a Managing Member of Opus. During the year ended December 31, 2014, we incurred expenses of approximately $129,000, principally for rent, related to this agreement. As of December 31, 2014, we had approximately $23,000 recorded in accounts payable related to this shared services agreement. | |
As discussed in Note 8 above, in connection with the licensing agreement with Ligand, Opus Point Partners, LLC, who identified the opportunity and advised us on the transaction, will be entitled to receive a 1% royalty for annual sales of up to $1 billion. | |
On October 3, 2014, we entered into a Desk Space Agreement (the “Desk Agreement”) with Coronado Biosciences, Inc. (“CNDO”), to occupy approximately 40% of the New York, NY office space recently leased by CNDO. This Desk Agreement requires us to pay our respective share of the average annual rent and other costs of the 15 year lease. We approximate we will have average annual rental obligations of $1.1 million. CNDO does not expect to take possession of the space until late 2015 or early 2016. Michael S. Weiss, our Executive Chairman and Interim Chief Executive Officer, is on the board of directors and is Executive Vice Chairman, Strategic Development of CNDO. | |
In connection with the Desk Agreement, we paid $80,000, which is recorded in other current assets in the accompanying Consolidated Balance Sheet as of December 31, 2014. Also in connection with this lease, in October 2014 we agreed to pledge $0.6 million to secure a line of credit as a security deposit for the Desk Agreement, which has been recorded as Restricted Cash in the accompanying consolidated balance sheet. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 – SUBSEQUENT EVENTS |
Checkpoint Therapeutics, Inc. Collaboration | |
In March 2015, we entered into a Global Collaboration (the “Collaboration”) with Checkpoint Therapeutics, Inc. (“Checkpoint”), a subsidiary of CNDO for the development and commercialization of Checkpoint’s anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies. | |
Under the terms of the Collaboration, we will make an up-front payment of $500,000 as well as make development and sales-based milestone payments up to an aggregate of $164 million, and will pay a tiered single digit royalty on net sales. The royalty term will terminate on a country by country basis upon the later of (i) ten years after the first commercial sale of any applicable licensed product in such country, or (ii) the expiration of the last-to-expire patent held by Dana Farber containing a valid claim to any licensed product in such country. | |
Mr. Weiss, our Executive Chairman, Interim CEO and President is also is the Executive Vice Chairman of CNDO and the Executive Chairman of Checkpoint. | |
2015 ATM | |
In December 2014, we filed a shelf registration statement on Form S-3 (the “2015 S-3”), which was declared effective in January 2015. Under the 2015 S-3, the Company may sell up to a total of $250 million of its securities. In connection with the 2015 S-3, we amended our 2013 ATM with MLV (the “2015 ATM”) such that we may issue and sell additional shares of our common stock, having an aggregate offering price of up to $75.0 million, from time to time through MLV, acting as the sales agent. Under the 2015 ATM we would pay MLV a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock sold through MLV. | |
Subsequent to the year ended December 31, 2014, we sold a total of 1,369,777 shares of common stock under the 2015 ATM for aggregate total gross proceeds of approximately $19.7 million at an average selling price of $14.36 per share. Net proceeds were approximately $19.3 million after deducting commissions and other transactions costs. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Business Description [Policy Text Block] | DESCRIPTION OF BUSINESS |
We are a biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for b-cell malignancies and autoimmune diseases. Currently, the company is developing two therapies targeting hematological malignancies. TG-1101 (ublituximab) is a novel, glycoengineered monoclonal antibody that targets a specific and unique epitope on the CD20 antigen found on mature B-lymphocytes. TG Therapeutics is also developing TGR-1202, an orally available PI3K delta inhibitor. The delta isoform of PI3K is strongly expressed in cells of hematopoietic origin and is believed to be important in the proliferation and survival of B-lymphocytes. Both TG-1101 and TGR-1202 are in clinical development for patients with hematologic malignancies. The Company also has a pre-clinical program to develop inhibitors of IRAK4 (interleukin-1 receptor-associated kinase 4), as well as an antibody research program to develop anti-PD-L1 and anti-GITR antibodies, all currently in pre-clinical development. | |
We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. To date, we have not received approval for the sale of any of our drug candidates in any market and, therefore, have not generated any product sales from our drug candidates. | |
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 may never become profitable. As of December 31, 2014, we have an accumulated deficit of $95,185,280. | |
Our primary sources of cash have been proceeds from the private placement and public offering of equity securities, the upfront payment from our Sublicense Agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”), and warrant and option 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. | |
As of December 31, 2014, we had $78,861,334 in cash and cash equivalents, investment securities, and interest receivable. We currently anticipate that our cash and cash equivalents, inclusive of the funds raised subsequent to the end of the year, to be sufficient to fund our anticipated operating cash requirements for more than 24 months from December 31, 2014. 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.” | |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENTLY ISSUED ACCOUNTING STANDARDS |
In May 2014, the FASB issued an update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a Company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for us beginning in fiscal 2017. We are currently evaluating the impact of this update on our consolidated financial statements. | |
On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. We early adopted this update as of June 30, 2014. | |
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern, which requires management of an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued. This update will become effective beginning January 1, 2017, with early adoption permitted. The provisions of this standard are not expected to significantly impact the Company. | |
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. | |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period. Actual results could differ from those estimates. Such differences could be material to the financial statements. | |
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. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | RESTRICTED CASH |
We record cash pledged or held in trust as restricted cash. As of December 31, 2014, we have approximately $0.6 million of restricted cash pledged to secure a line of credit as a security deposit for a Desk Agreement (see Note 9). | |
Marketable Securities, Policy [Policy Text Block] | INVESTMENT SECURITIES |
Investment securities at December 31, 2014 and 2013 consist of short-term and long-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. | |
A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other income (expense), net. Unrealized gains, if determined to be temporary, are included in accumulated other comprehensive income in equity. Dividend and interest income are recognized when earned. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | CREDIT RISK |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and long-term investments. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally-insured limits. | |
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 or sooner, if there is an indication of impairment, 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 as compensation for service 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 PER COMMON SHARE |
Basic net loss per common share is calculated by dividing net loss applicable to common shares by the weighted-average number of common shares outstanding for the period. Diluted net loss per common share is the same as basic net loss per common share, 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 8,890,796 and 10,618,584 at December 31, 2014 and 2013, respectively. During the years ended December 31, 2014 and 2013 the Company incurred a net loss, therefore, all of the dilutive securities are excluded from the computation of diluted loss 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. | |
CASH_AND_CASH_EQUIVALENTS_Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Schedule of Cash and Cash Equivalents [Table Text Block] | December 31, 2014 | December 31, 2013 | ||||||
Money market funds | $ | 12,364,537 | $ | 554,069 | ||||
Checking and bank deposits | 43,349,247 | 39,931,397 | ||||||
Total | $ | 55,713,784 | $ | 40,485,466 | ||||
INVESTMENT_SECURITIES_Tables
INVESTMENT SECURITIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||
Held-to-maturity Securities [Table Text Block] | The following tables summarize our investment securities at December 31, 2014 and 2013: | |||||||||||||
December 31, 2014 | ||||||||||||||
Gross | Gross | |||||||||||||
Amortized cost, | unrealized | unrealized | Estimated | |||||||||||
as adjusted | holding gains | holding losses | fair value | |||||||||||
Short-term investments: | ||||||||||||||
Obligations of domestic governmental agencies (maturing between January 2015 and December 2015) (held-to-maturity) | $ | 23,062,034 | $ | 922 | $ | 5,806 | $ | 23,057,150 | ||||||
Total short-term investment securities | $ | 23,062,034 | $ | 922 | $ | 5,806 | $ | 23,057,150 | ||||||
December 31, 2013 | ||||||||||||||
Gross | Gross | |||||||||||||
Amortized cost, | unrealized | unrealized | Estimated | |||||||||||
as adjusted | holding gains | holding losses | fair value | |||||||||||
Long-term investments: | ||||||||||||||
Obligations of domestic governmental agencies (maturing between January 2015 and April 2015) (held-to-maturity) | $ | 4,918,897 | $ | — | $ | 650 | $ | 4,918,247 | ||||||
Total long-term investment securities | $ | 4,918,897 | $ | — | $ | 650 | $ | 4,918,247 | ||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following tables provide the fair value measurements of applicable financial liabilities as of December 31, 2014 and 2013: | |||||||||||||
Financial liabilities at fair value | ||||||||||||||
as of December 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 275,190 | $ | 275,190 | ||||||
Totals | $ | — | $ | — | $ | 275,190 | $ | 275,190 | ||||||
Financial liabilities at fair value | ||||||||||||||
as of December 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | — | $ | — | $ | 64,529 | $ | 64,529 | ||||||
Totals | $ | — | $ | — | $ | 64,529 | $ | 64,529 | ||||||
Change In Level Three Fair Value During Period [Table Text Block] | The following table summarizes the changes in Level 3 instruments for the years ended December 31, 2013 and 2014: | |||||||||||||
Balance at January 1, 2013 | $ | 2,479,098 | ||||||||||||
Interest accrued on face value of 5% Notes | 886,382 | |||||||||||||
Change in fair value of Level 3 liabilities | -3,300,951 | |||||||||||||
Balance at December 31, 2013 | 64,529 | |||||||||||||
Interest accrued on face value of 5% Notes | 930,701 | |||||||||||||
Change in fair value of Level 3 liabilities | -720,040 | |||||||||||||
Balance at December 31, 2014 | $ | 275,190 | ||||||||||||
Fair Value Measurements, Nonrecurring [Table Text Block] | There were no nonrecurring fair value measurements during the year ended December 31, 2014. The following table summarizes the assets measured at fair value on a nonrecurring basis as of December 31, 2013: | |||||||||||||
Fair value measurements | ||||||||||||||
as of December 31, 2013 | ||||||||||||||
Total impairment charge | ||||||||||||||
for the year ended | ||||||||||||||
Level 1 | Level 2 | Level 3 | December 31, 2013 | |||||||||||
Assets: | ||||||||||||||
In-process research and development | $ | — | $ | — | $ | — | $ | -2,797,600 | ||||||
Total | $ | — | $ | — | $ | — | $ | -2,797,600 | ||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity for the years ended December 31, 2014 and 2013: | |||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||
of shares | average | average | Intrinsic | |||||||||
exercise price | Contractual | Value | ||||||||||
Term | ||||||||||||
(in years) | ||||||||||||
Outstanding at January 1, 2013 | 46,904 | $ | 61.08 | 9.44 | ||||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | -313 | 2,249.85 | ||||||||||
Expired | — | — | ||||||||||
Outstanding at December 31, 2013 | 46,591 | 46.37 | 8.5 | $ | — | |||||||
Granted | — | — | ||||||||||
Exercised | -46,000 | 4.4 | ||||||||||
Forfeited | — | — | ||||||||||
Expired | -397 | 4,457.57 | ||||||||||
Outstanding at December 31, 2014 | 194 | $ | 971.7 | 3.5 | $ | — | ||||||
Exercisable at December 31, 2014 | 194 | $ | 971.7 | 3.5 | $ | — | ||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted share activity for the years ended December 31, 2014 and 2013: | |||||||||||
Number of Shares | Weighted | |||||||||||
Average | ||||||||||||
Grant Date | ||||||||||||
Fair Value | ||||||||||||
Outstanding at January 1, 2013 | 6,614,243 | $ | 4.49 | |||||||||
Granted | 944,464 | 4.13 | ||||||||||
Vested | -523,750 | 2.48 | ||||||||||
Forfeited | — | — | ||||||||||
Outstanding at December 31, 2013 | 7,034,957 | $ | 4.6 | |||||||||
Granted | 982,793 | 13.55 | ||||||||||
Vested | -1,616,749 | 6.53 | ||||||||||
Forfeited | -1,000 | 6.6 | ||||||||||
Outstanding at December 31, 2014 | 6,400,001 | $ | 5.86 | |||||||||
Schedule Of Warrants Activity [Table Text Block] | The following table summarizes warrant activity for the years ended December 31, 2014 and 2013: | |||||||||||
Warrants | Weighted- | Aggregate | ||||||||||
average | Intrinsic | |||||||||||
exercise price | Value | |||||||||||
Outstanding at January 1, 2013 | 6,781,007 | $ | 1.58 | $ | 14,563,539 | |||||||
Issued | — | — | ||||||||||
Exercised | -1,018,068 | 2.25 | ||||||||||
Expired | -43,992 | 16.26 | ||||||||||
Outstanding at December 31, 2013 | 5,718,947 | 1.34 | $ | 14,809,030 | ||||||||
Issued | — | — | ||||||||||
Exercised | -1,560,826 | 2.28 | ||||||||||
Expired | -9,893 | 20.74 | ||||||||||
Outstanding at December 31, 2014 | 4,148,228 | $ | 0.94 | $ | 61,792,184 | |||||||
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 years ended December 31, 2014 and 2013: | |||||||||||
2014 | 2013 | |||||||||||
Stock-based compensation expense associated with restricted stock | $ | 20,726,512 | $ | 5,146,743 | ||||||||
Stock-based compensation expense associated with stock options | 378,780 | 56,405 | ||||||||||
$ | 21,105,292 | $ | 5,203,148 | |||||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Debt [Table Text Block] | The following is a summary of notes payable: | |||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
Current | Non- | Total | Current | Non- | Total | |||||||||||||||
portion, net | current | portion, net | current | |||||||||||||||||
portion, | portion,net | |||||||||||||||||||
net | ||||||||||||||||||||
Convertible 5% Notes Payable | $ | 275,190 | $ | - | $ | 275,190 | $ | - | $ | 64,529 | $ | 64,529 | ||||||||
ICON Convertible Note | - | - | - | 677,778 | - | 677,778 | ||||||||||||||
Totals | $ | 275,190 | $ | - | $ | 275,190 | $ | 677,778 | $ | 64,529 | $ | 742,307 | ||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below. | |||||||
2014 | 2013 | |||||||
Deferred tax assets (liabilities): | ||||||||
Net operating loss carryforwards | $ | 52,350,293 | $ | 32,399,879 | ||||
Research and development credit | 3,358,934 | 2,266,167 | ||||||
Noncash compensation | 12,417,815 | 10,971,912 | ||||||
Other | 956,727 | 644,899 | ||||||
Deferred tax asset, excluding valuation allowance | 69,083,769 | 46,282,857 | ||||||
Less valuation allowance | -69,083,769 | -46,282,857 | ||||||
Net deferred tax assets | $ | — | $ | — | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income tax expense differed from amounts computed by applying the US Federal income tax rate of 34% to pretax loss as follows: | |||||||
For the year ended December 31, | ||||||||
2014 | 2013 | |||||||
Loss before income taxes, as reported in the consolidated statements of operations | $ | -55,781,277 | $ | -20,478,210 | ||||
Computed “expected” tax benefit | $ | -18,965,634 | $ | -6,962,592 | ||||
Increase (decrease) in income taxes resulting from: | ||||||||
Expected benefit from state and local taxes | -2,533,156 | -917,810 | ||||||
Research and development credits | -1,092,767 | -250,000 | ||||||
Other | 35,459 | 43,026 | ||||||
Permanent difference related to contingent note payable | -244,814 | -1,924,558 | ||||||
Change in the balance of the valuation allowance for deferred tax assets | 22,800,912 | 10,011,934 | ||||||
$ | — | $ | — | |||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | ||
Accumulated deficit | $95,185,280 | $39,404,003 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,890,796 | 10,618,584 |
Period Anticipated Sufficient To Fund Operating Cash Flow | 24 months | |
Cash, Cash Equivalents, and Short-term Investments, Total | 78,861,334 | |
Cash Equivalents Maturity Period | less than three months | |
Restricted Cash and Investments | $600,000 |
CASH_AND_CASH_EQUIVALENTS_Deta
CASH AND CASH EQUIVALENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Line Items] | |||
Money market funds | $12,364,537 | $554,069 | |
Checking and bank deposits | 43,349,247 | 39,931,397 | |
Total | $55,713,784 | $40,485,466 | $16,455,995 |
INVESTMENT_SECURITIES_Details
INVESTMENT SECURITIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Short-term Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | $23,062,034 | |
Gross unrealized holding gains | 922 | |
Gross unrealized holding losses | 5,806 | |
Estimated fair value | 23,057,150 | |
Other Long-term Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | 4,918,897 | |
Gross unrealized holding gains | 0 | |
Gross unrealized holding losses | 650 | |
Estimated fair value | 4,918,247 | |
US Government Agencies Debt Securities [Member] | Short-term Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | 23,062,034 | |
Gross unrealized holding gains | 922 | |
Gross unrealized holding losses | 5,806 | |
Estimated fair value | 23,057,150 | |
US Government Agencies Debt Securities [Member] | Other Long-term Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | 4,918,897 | |
Gross unrealized holding gains | 0 | |
Gross unrealized holding losses | 650 | |
Estimated fair value | $4,918,247 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
5% Notes | $275,190 | $64,529 |
Totals | 275,190 | 64,529 |
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 | 275,190 | 64,529 |
Totals | $275,190 | $64,529 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Measurement Changes In Level 3 Instruments [Line Items] | ||
Balance at January | $64,529 | $2,479,098 |
Interest accrued on face value of 5% Notes | 930,701 | 886,382 |
Change in fair value of Level 3 liabilities | -720,040 | -3,300,951 |
Balance at December | $275,190 | $64,529 |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Asset Impairment Charges, Total | ($2,797,600) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
In Process Research and Development [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Asset Impairment Charges, Total | -2,797,600 |
In Process Research and Development [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
In Process Research and Development [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | 0 |
In Process Research and Development [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Assets, Fair Value Disclosure, Nonrecurring | $0 |
FAIR_VALUE_MEASUREMENTS_Detail3
FAIR VALUE MEASUREMENTS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2010 | Dec. 31, 2011 | |
Fair Value Measurement [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | 5.00% | 5.00% | ||
Long-term Debt, Gross | $18,614,000 | $19,544,720 | $18,614,000 | $16,876,000 | |
Debt Instrument, Fair Value Disclosure | 3,287,700 | ||||
Impairment Of In Process Research And Development | 2,797,600 | 0 | 2,797,600 | ||
Convertible Notes Payable [Member] | |||||
Fair Value Measurement [Line Items] | |||||
Notes Issued | 15,452,793 | ||||
Debt Instrument, Convertible, Conversion Price | $1,125 | ||||
Debt Instrument, Term | 5 years | ||||
Manhattan and Ariston Pharmaceuticals Merger [Member] | |||||
Fair Value Measurement [Line Items] | |||||
Notes Issued | $15,452,793 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | ||||
Debt Instrument, Convertible, Conversion Price | $1,125 | ||||
Percentage Of Cash Proceeds From Operation To Repay Convertible Debt | 50.00% | ||||
Debt Instrument, Term | 5 years |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity Incentive Plans Stock Option Activity [Line Items] | |||
Number of shares, Outstanding Beginning Balance | 46,591 | 46,904 | |
Number of shares, Granted | 0 | 0 | |
Number of shares, Exercised | -46,000 | 0 | |
Number of shares, Forfeited | 0 | -313 | |
Number of shares, Expired | -397 | 0 | |
Number of shares, Outstanding Ending Balance | 194 | 46,591 | 46,904 |
Number of shares, Exercisable December 31, 2014 | 194 | ||
Weighted - average exercise price, Outstanding Beginning Balance | $46.37 | $61.08 | |
Weighted - average exercise price, Granted | $0 | $0 | |
Weighted - average exercise price, Exercised | $4.40 | $0 | |
Weighted - average exercise price, Forfeited | $0 | $2,249.85 | |
Weighted - average exercise price, Expired | $4,457.57 | $0 | |
Weighted - average exercise price, Outstanding Ending Balance | $971.70 | $46.37 | $61.08 |
Weighted - average exercise price, Exercisable at December 31, 2014 | $971.70 | ||
Weighted - average Contractual Term, Outstanding at ending period | 3 years 6 months | 8 years 6 months | 9 years 5 months 8 days |
Weighted - average Contractual Term, Exercisable at December 31, 2014 | 3 years 6 months | ||
Aggregate Intrinsic Value, Outstanding Ending Balance | $0 | $0 | |
Aggregate Intrinsic Value, Exercisable at December 31, 2014 | $0 |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Incentive Plans Restricted Stock Activity [Line Items] | ||
Number of Shares, Outstanding at Begining Balance | 7,034,957 | 6,614,243 |
Number of Shares, Granted | 982,793 | 944,464 |
Number of Shares, Vested | -1,616,749 | -523,750 |
Number of Shares, Forfeited | -1,000 | 0 |
Number of Shares, Outstanding at Ending Balance | 6,400,001 | 7,034,957 |
Weighted Average Grant Date Fair Value, Outstanding at Begining Balance | $4.60 | $4.49 |
Weighted Average Grant Date Fair Value, Granted | $13.55 | $4.13 |
Weighted Average Grant Date Fair Value, Vested | $6.53 | $2.48 |
Weighted Average Grant Date Fair Value, Forfeited | $6.60 | $0 |
Weighted Average Grant Date Fair Value, Outstanding at Ending Balance | $5.86 | $4.60 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Incentive Plans Warrant Activity [Line Items] | ||
Warrants, Outstanding at Beginning Balance | 5,718,947 | 6,781,007 |
Warrants, Issued | 0 | 0 |
Warrants, Exercised | -1,560,826 | -1,018,068 |
Warrants, Expired | -9,893 | -43,992 |
Warrants, Outstanding at Ending Balance | 4,148,228 | 5,718,947 |
Weighted - average exercise price of Warrants, Outstanding at Beginning Balance | $1.34 | $1.58 |
Weighted - average exercise price of Warrants, Issued | $0 | $0 |
Weighted - average exercise price of Warrants, Exercised | $2.28 | $2.25 |
Weighted - average exercise price of Warrants, Expired | $20.74 | $16.26 |
Weighted - average exercise price of Warrants, Outstanding at Ending Balance | $0.94 | $1.34 |
Aggregate Intrinsic Value of Warrants, Outstanding at Beginning Balance | $14,809,030 | $14,563,539 |
Aggregate Intrinsic Value of Warrants, Outstanding at Ending Balance | $61,792,184 | $14,809,030 |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $21,105,292 | $5,203,148 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense associated with restricted stock | 20,726,512 | 5,146,743 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense associated with stock options | $378,780 | $56,405 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
Jul. 18, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 21, 2013 | Mar. 11, 2014 | Jul. 18, 2014 | Dec. 31, 2012 | 31-May-12 | |
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | ||||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $15,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 194 | 46,591 | 46,904 | |||||
Shares available from Shelf Registration Statement | 317,000,000 | |||||||
Stock Issued During Period, Shares, New Issues | 5,700,000 | |||||||
Share Price | $6.15 | |||||||
Proceeds From Issuance Of Common Stock | 35,000,000 | 48,900,000 | ||||||
Stock Issued During Period Shares New Issues Over allotments | 855,000 | |||||||
Net Proceeds From Shares New Issues Over-Allotments | 37,600,000 | 65,614,260 | 37,648,280 | |||||
Underwriting discounts and offering expenses | 2,700,000 | |||||||
Common Stock, Shares Authorized | 150,000,000 | 500,000,000 | ||||||
Share-based Compensation, Total | 21,105,292 | 5,203,148 | ||||||
Entities, Stock Issued, Shares, Issued for Cash | 4,850,055 | |||||||
Entities, Stock Issued, Value, Issued for Cash | 50,000,000 | |||||||
Sale of Stock, Price Per Share | $10.31 | |||||||
Treasury Stock, Shares | 41,309 | 41,309 | ||||||
Treasury Stock, Value | 234,337 | 234,337 | ||||||
ATM [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common Stock Value Reserved for Future Issuance | 50,000,000 | |||||||
ATM [Member] | Maximum [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Commission Percentage | 3.00% | |||||||
Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,702,809 | 6,555,000 | 2,702,809 | |||||
Share Price | $6.71 | |||||||
Proceeds From Issuance Of Common Stock | 18,100,000 | |||||||
Net Proceeds From Shares New Issues Over-Allotments | 16,800,000 | |||||||
Underwriting discounts and offering expenses | 1,300,000 | |||||||
Common Stock, Shares Authorized | 150,000,000 | |||||||
Total authorized share capital | 500,000,000 | |||||||
Decrease Authorized Share Capital | 350,000,000 | |||||||
Non Employee Restricted Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 2,027,750 | |||||||
Corporate Milestone [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 134,302 | |||||||
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 | |||||||
Share-based Compensation, Total | $20,726,512 | $5,146,743 | ||||||
2012 Incentive Plan [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 126,000 | |||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $0.00 | |||||||
Purchase Price | $100 | |||||||
Stockholder Rights Plan Description | the Separation Time (as defined in the Rights Agreement), and for certain shares of common stock issued after the Separation Time. Following the Separation Time, each Right entitles the registered holder to purchase from us one one-thousandth (1/1,000) of a share of Series A Junior Participating Preferred Stock |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Payable [Line Items] | ||
Notes payable, Current portion, net | $275,190 | $677,778 |
Notes payable, Non-current portion, net | 0 | 64,529 |
Total | 275,190 | 742,307 |
Convertible Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Current portion, net | 275,190 | 0 |
Notes payable, Non-current portion, net | 0 | 64,529 |
Total | 275,190 | 64,529 |
ICON Convertible Note [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Current portion, net | 0 | 677,778 |
Notes payable, Non-current portion, net | 0 | 0 |
Total | $0 | $677,778 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2010 | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | |
Notes Payable [Line Items] | |||||
Percentage Of Cash Proceeds From Operation To Repay Interest On Convertible Debt | 50.00% | ||||
Long-term Debt, Gross | $19,544,720 | $18,614,000 | $16,876,000 | ||
Notes Payable, Current, Total | 275,190 | 677,778 | |||
Interest Payable | 190,017 | ||||
Debt Instrument, Fair Value Disclosure | 3,287,700 | ||||
Convertible Notes Payable [Member] | |||||
Notes Payable [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Debt Instrument, Convertible, Conversion Price | 1,125 | ||||
Debt Instrument, Maturity Date | 8-Mar-15 | ||||
Notes Issued | 15,452,793 | ||||
Icon Clinical Research [Member] | |||||
Notes Payable [Line Items] | |||||
Debt Instrument Settlement Of Principal And Interest | 772,369 | ||||
Debt Instrument Gain On Settlement | 95,427 | ||||
Ariston [Member] | |||||
Notes Payable [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Percentage Of Cash Proceeds From Operation To Repay Interest On Convertible Debt | 50.00% | ||||
Exchange Transaction [Member] | |||||
Notes Payable [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 3,287,700 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $52,350,293 | $32,399,879 |
Research and development credit | 3,358,934 | 2,266,167 |
Noncash compensation | 12,417,815 | 10,971,912 |
Other | 956,727 | 644,899 |
Deferred tax asset, excluding valuation allowance | 69,083,769 | 46,282,857 |
Less valuation allowance | -69,083,769 | -46,282,857 |
Net deferred tax assets | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets And Liabilities [Line Items] | ||
Loss before income taxes, as reported in the consolidated statements of operations | ($55,781,277) | ($20,478,210) |
Computed "expected" tax benefit | -18,965,634 | -6,962,592 |
Increase (decrease) in income taxes resulting from: | ||
Expected benefit from state and local taxes | -2,533,156 | -917,810 |
Research and development credits | -1,092,767 | -250,000 |
Other | 35,459 | 43,026 |
Permanent difference related to contingent note payable | -244,814 | -1,924,558 |
Change in the balance of the valuation allowance for deferred tax assets | 22,800,912 | 10,011,934 |
Income Tax Expense (Benefit) | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets And Liabilities [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $69,083,769 | $46,282,857 |
Operating Loss Carry forwards Expiration Period | 2034 | |
Us Federal Income Tax [Member] | ||
Deferred Tax Assets And Liabilities [Line Items] | ||
Operating Loss Carryforwards | $136,017,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% |
LICENSE_AGREEMENTS_Details_Tex
LICENSE AGREEMENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 23, 2014 | |
License Agreement [Line Items] | ||||
License revenue | $152,381 | $152,381 | ||
Deferred Revenue | 1,676,000 | 1,829,000 | ||
Additional Amount Receivable On Achievement Of Pre Specified Milestones | 5,000,000 | |||
Income taxes | 0 | 0 | ||
Non Cash Stock Expense | 5,350,094 | 0 | ||
Other Research and Development Expense | 26,004,687 | 12,621,161 | ||
Licensing Agreements [Member] | ||||
License Agreement [Line Items] | ||||
Income taxes | 330,000 | |||
Proceeds from Fees Received | 2,000,000 | |||
Ligand [Member] | ||||
License Agreement [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 125,000 | |||
Maximum Potential Payments Payable | 207,000,000 | |||
Ligand [Member] | Maximum [Member] | ||||
License Agreement [Line Items] | ||||
Royalty payment Effective Percentage | 9.50% | |||
Maximum sales for royalty expense | 1,000,000,000 | |||
Ligand [Member] | Minimum [Member] | ||||
License Agreement [Line Items] | ||||
Royalty payment Effective Percentage | 6.00% | |||
Opus Point Partners, Llc [Member] | ||||
License Agreement [Line Items] | ||||
Royalty payment Effective Percentage | 1.00% | |||
Opus Point Partners, Llc [Member] | Maximum [Member] | ||||
License Agreement [Line Items] | ||||
Maximum sales for royalty expense | 1,000,000,000 | |||
Rhizen [Member] | ||||
License Agreement [Line Items] | ||||
Payments to Acquire Interest in Joint Venture | 4,000,000 | |||
Shares, Issued | 371,530 | |||
Future Potential Milestone Based Payments | 175,000,000 | |||
Other Research and Development Expense | 4,000,000 | |||
Research and Development Expense [Member] | Ligand [Member] | ||||
License Agreement [Line Items] | ||||
Non Cash Stock Expense | 1,211,250 | |||
Research and Development Expense [Member] | Rhizen [Member] | ||||
License Agreement [Line Items] | ||||
Non Cash Research And Development Expense | 4,100,000 | |||
Collaboration Agreement [Member] | ||||
License Agreement [Line Items] | ||||
Upfront Fee Received From Sub License | $2,000,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||
Jul. 18, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | Jan. 30, 2012 | Oct. 03, 2014 | Oct. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 5,700,000 | ||||||
Sale of Stock, Price Per Share | $10.31 | ||||||
Other research and development | $26,004,687 | $12,621,161 | |||||
Prepaid Research And Development | 6,179,743 | 1,742,824 | |||||
LFB License Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Minimum Value of Shares To Be Purchased | 750,000 | ||||||
LFB License Agreement [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 114,855 | ||||||
Sale of Stock, Price Per Share | $6.53 | ||||||
Sale of Stock, Consideration Received on Transaction | 750,000 | ||||||
Opus [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Payable | 23,000 | ||||||
Costs and Expenses, Related Party | 129,000 | ||||||
Royalty Revenue Description | Opus Point Partners, LLC, who identified the opportunity and advised us on the transaction, will be entitled to receive a 1% royalty for annual sales of up to $1 billion | ||||||
LFB Group [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | ||||||
Other research and development | 5,200,000 | 6,300,000 | |||||
Accounts Payable | 52,000 | 1,745,000 | |||||
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 | ||||||
Prepaid Research And Development | 1,886,518 | 1,629,340 | |||||
LFB Group [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 10.00% | ||||||
Desk Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Costs and Expenses, Related Party | 80,000 | ||||||
Lease payment term | 15 year | ||||||
Average Annual Rental Payments | 1,100,000 | ||||||
Security Deposit | $600,000 | ||||||
Percentage of Occupancy | 40.00% |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | |
Subsequent Event [Line Items] | |||
Sale of Stock, Price Per Share | $10.31 | ||
Research and Development Expense, Total | $40,086,347 | $13,662,680 | |
Subsequent Event [Member] | MLV & Co. LLC [Member] | |||
Subsequent Event [Line Items] | |||
Maximum Securities To Be Sold | 250,000,000 | ||
Offering Price Additional Shares to Be Issued | 75,000,000 | ||
Commission Rate | 3.00% | ||
Subsequent Event [Member] | Checkpoint Therapeutics Collaboration Agreement [Member] | Up-front Payment Arrangement [Member] | |||
Subsequent Event [Line Items] | |||
Research and Development Expense, Total | 500,000 | ||
Subsequent Event [Member] | Checkpoint Therapeutics Collaboration Agreement [Member] | Development And Sales Based Milestone Payments [Member] | |||
Subsequent Event [Line Items] | |||
Sale Based Mile Stone Payment | 164,000,000 | ||
Subsequent Event [Member] | 2015 At-the-Market Issuance Sales Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Price Per Share | $14.36 | ||
Sale of Stock, Number of Shares Issued in Transaction | 1,369,777 | ||
Sale of Stock, Consideration Received Per Transaction | 19,700,000 | ||
Sale of Stock, Consideration Received on Transaction | $19,300,000 |