Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TG THERAPEUTICS, INC. | |
Entity Central Index Key | 1001316 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TGTX | |
Entity Common Stock, Shares Outstanding | 50,634,158 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $86,004,445 | $55,713,784 |
Short-term investment securities | 19,131,437 | 23,062,034 |
Interest receivable | 89,710 | 85,516 |
Prepaid research and development | 9,810,887 | 6,179,743 |
Other current assets | 701,862 | 173,952 |
Total current assets | 115,738,341 | 85,215,029 |
Restricted cash | 576,072 | 575,012 |
Equipment, net | 24,821 | 20,357 |
Goodwill | 799,391 | 799,391 |
Other assets | 130,626 | 137,101 |
Total assets | 117,269,251 | 86,746,890 |
Current liabilities: | ||
Notes payable, current portion | 272,206 | 275,190 |
Accounts payable and accrued expenses | 8,880,438 | 3,991,625 |
Accrued compensation | 248,000 | 702,000 |
Current portion of deferred revenue | 152,381 | 152,381 |
Total current liabilities | 9,553,025 | 5,121,196 |
Deferred revenue, net of current portion | 1,485,714 | 1,523,810 |
Total liabilities | 11,038,739 | 6,645,006 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, none issued and outstanding as of March 31, 2015 and December 31, 2014) | 0 | 0 |
Common stock, $0.001 par value per share (150,000,000 shares authorized, 47,471,904 and 44,974,248 shares issued, 47,430,595 and 44,932,939 shares outstanding at March 31, 2015 and December 31, 2014, respectively) | 47,472 | 44,974 |
Contingently issuable shares | 6 | 6 |
Additional paid-in capital | 216,180,386 | 175,476,521 |
Treasury stock, at cost, 41,309 shares at March 31, 2015 and December 31, 2014 | -234,337 | -234,337 |
Accumulated deficit | -109,763,015 | -95,185,280 |
Total equity | 106,230,512 | 80,101,884 |
Total liabilities and equity | $117,269,251 | $86,746,890 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 150,000,000 |
Common stock, shares issued | 47,471,904 | 44,974,248 |
Common stock, shares outstanding | 47,430,595 | 44,932,939 |
Treasury stock, shares | 41,309 | 41,309 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
License revenue | $38,095 | $38,095 |
Research and development: | ||
Noncash compensation | 1,337,908 | 1,901,610 |
Other research and development | 8,279,431 | 2,508,258 |
Total research and development | 9,617,339 | 4,409,868 |
General and administrative: | ||
Noncash compensation | 4,019,120 | 2,329,828 |
Other general and administrative | 1,004,487 | 903,524 |
Total general and administrative | 5,023,607 | 3,233,352 |
Total costs and expenses | 14,640,946 | 7,643,220 |
Operating loss | -14,602,851 | -7,605,125 |
Other (income) expense: | ||
Interest income | -22,132 | -13,474 |
Other income | 0 | -95,427 |
Interest expense | 237,657 | 226,340 |
Change in fair value of notes payable | -240,641 | -175,315 |
Total other income | -25,116 | -57,876 |
Net loss | ($14,577,735) | ($7,547,249) |
Basic and diluted net loss per common share (in dollars per share) | ($0.35) | ($0.25) |
Weighted average shares used in computing basic and diluted net loss per common share (in shares) | 41,088,752 | 30,091,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Equity (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Contingently Issuable Shares [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2014 | $80,101,884 | $0 | $44,974 | $6 | $175,476,521 | ($234,337) | ($95,185,280) |
Balance (in shares) at Dec. 31, 2014 | 0 | 44,974,248 | 41,309 | ||||
Issuance of common stock in connection with exercise of warrants | 408,286 | 174 | 408,112 | ||||
Issuance of common stock in connection with exercise of warrants (in shares) | 174,036 | ||||||
Issuance of common stock in connection with cashless exercise of warrants | 0 | 3 | -3 | ||||
Issuance of common stock in connection with cashless exercise of warrants (in shares) | 2,915 | ||||||
Issuance of restricted stock | 0 | 12 | -12 | ||||
Issuance of restricted stock (in shares) | 12,000 | ||||||
Forfeiture of restricted stock | 0 | -1 | 1 | ||||
Forfeiture of restricted stock (in shares) | -1,166 | ||||||
Issuance of common stock to affiliate for cash (See Note 8) | 750,005 | 115 | 749,890 | ||||
Issuance of common stock to affiliate for cash (See Note 8) (in shares) | 114,855 | ||||||
Issuance of common stock in At the Market offering (net of offering costs of $611,663) | 34,191,044 | 2,195 | 34,188,849 | ||||
Issuance of common stock in At the Market offering (net of offering costs of $611,663) (in shares) | 2,195,016 | ||||||
Compensation in respect of restricted stock granted to employees, directors and consultants | 5,357,028 | 5,357,028 | |||||
Net loss | -14,577,735 | -14,577,735 | |||||
Balance at Mar. 31, 2015 | $106,230,512 | $0 | $47,472 | $6 | $216,180,386 | ($234,337) | ($109,763,015) |
Balance (in shares) at Mar. 31, 2015 | 0 | 47,471,904 | 41,309 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Equity [Parenthetical] (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Payments of Stock Issuance Costs | $611,663 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | ($14,577,735) | ($7,547,249) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Gain on settlement of notes payable | 0 | -95,427 |
Noncash stock compensation expense | 5,357,028 | 4,231,438 |
Depreciation | 2,419 | 706 |
Amortization of premium on investment securities | 80,597 | 15,255 |
Change in fair value of notes payable | -2,984 | 51,025 |
Changes in assets and liabilities, net of effects of acquisition: | ||
Increase in restricted cash | -1,060 | 0 |
Increase in other current assets | -4,159,055 | -988,252 |
(Increase) decrease in accrued interest receivable | -4,194 | 16,045 |
Decrease in other assets | 25,913 | 8,706 |
Increase (decrease) in accounts payable and accrued expenses | 4,434,813 | -3,888,453 |
Decrease in interest payable | 0 | -94,590 |
Decrease in deferred revenue | -38,095 | -38,095 |
Net cash used in operating activities | -8,882,353 | -8,328,891 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of equipment | -6,883 | -3,165 |
Proceeds from maturity of short-term securities | 3,850,000 | 0 |
Net cash provided by (used in) investing activities | 3,843,117 | -3,165 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the exercise of warrants | 408,286 | 901,472 |
Payment of notes payable | 0 | -677,778 |
Proceeds from sale of common stock, net | 34,941,049 | 17,219,223 |
Deferred financing costs paid | -19,438 | 0 |
Net cash provided by financing activities | 35,329,897 | 17,442,917 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 30,290,661 | 9,110,861 |
Cash and cash equivalents at beginning of period | 55,713,784 | 40,485,466 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 86,004,445 | 49,596,327 |
NONCASH TRANSACTIONS | ||
Accrued financing costs | $0 | $427,815 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
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 pre-clinical programs seeking to develop IRAK4 (interleukin-1 receptor-associated kinase 4) inhibitors and anti-PD-L1 and anti-GITR antibodies. | |
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. | |
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. The accompanying December 31, 2014 balance sheet has been derived from these statements. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. | |
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 March 31, 2015, we have an accumulated deficit of $109,763,015. | |
Our major sources of cash have been proceeds from the private placement and public offering of equity securities, warrant and option exercises, and the upfront payment from our Sublicense Agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”). 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 many 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 March 31, 2015, we had $105,225,592 in cash, cash equivalents, investment securities, and interest receivable. We currently anticipate that our cash and cash equivalents and investments will be sufficient to fund our anticipated operating cash requirements for more than 24 months from March 31, 2015. 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 strategic plan, including the commercialization of any of our drug candidates. | |
Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.” | |
Recently Issued Accounting Standards | |
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern, which requires that management of an entity should 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 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 consolidated financial statements. | |
Cash and Cash Equivalents | |
We treat liquid investments with original maturities of three months or less when purchased as cash and cash equivalents. | |
Restricted Cash | |
We record cash pledged or held in trust as restricted cash. As of March 31, 2015, 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 8). | |
Investment Securities | |
Investment securities at March 31, 2015 and December 31, 2014 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. 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, and short-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 liability 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. | |
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 non-employee directors (as compensation for service) as noncash 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 (including related parties), noncash 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 (including related 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 share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we 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 8,382,986 and 10,103,105 at March 31, 2015 and 2014, respectively. During the three months ended March 31, 2015 and 2014, we incurred a net loss; therefore, all of the dilutive securities are excluded from the computation of diluted earnings per share. | |
Long-Lived Assets and Goodwill | |
Long-lived assets are reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. | |
Goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. | |
CASH_AND_CASH_EQUIVALENTS
CASH AND CASH EQUIVALENTS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Cash and Cash Equivalents Disclosure [Text Block] | NOTE 2 – CASH AND CASH EQUIVALENTS | |||||||
The following tables summarize our cash and cash equivalents at March 31, 2015 and December 31, 2014: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Money market funds | $ | 16,297,431 | $ | 12,364,537 | ||||
Checking and bank deposits | 69,707,014 | 43,349,247 | ||||||
Totals | $ | 86,004,445 | $ | 55,713,784 | ||||
INVESTMENT_SECURITIES
INVESTMENT SECURITIES | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 March 31, 2015 and December 31, 2014: | ||||||||||||||
March 31, 2015 | ||||||||||||||
Amortized cost, as adjusted | Gross unrealized holding gains | Gross unrealized holding losses | Estimated fair value | |||||||||||
Short-term investments: | ||||||||||||||
Obligations of domestic governmental agencies (maturing between April 2015 and December 2015) (held-to-maturity) | $ | 19,131,437 | $ | 2,910 | $ | 217 | $ | 19,134,130 | ||||||
Total short-term investment securities | $ | 19,131,437 | $ | 2,910 | $ | 217 | $ | 19,134,130 | ||||||
December 31, 2014 | ||||||||||||||
Amortized cost, as adjusted | Gross unrealized holding gains | Gross unrealized holding losses | Estimated 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 | ||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 March 31, 2015 and December 31, 2014, 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, Inc. (“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 the 5% Notes was approximately $16,876,000 immediately prior to the transaction, and $19,544,720 at December 31, 2014 and $19,782,377 at March 31, 2015. As the 5% Notes are tied directly to net product cash flows derived from the preexisting products of Ariston, the 5% Notes and accrued interest were recorded at fair value of $3,287,700 as of the date of the transaction. No payments have been made on the 5% Notes as of March 31, 2015. | ||||||||||||||
We elected the fair value option for valuing the 5% Notes upon the transaction with TGBio. The fair value option was elected 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, 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 March 31, 2015 and December 31, 2014. The assumptions, assessments and projections of future revenues are subject to uncertainties, difficult to predict, and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our consolidated financial statements. | ||||||||||||||
The following table provides the fair value measurements of applicable financial liabilities as of March 31, 2015 and December 31, 2014: | ||||||||||||||
Financial liabilities at fair value | ||||||||||||||
as of March 31, 2015 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | -- | $ | -- | $ | 272,206 | $ | 272,206 | ||||||
Totals | $ | -- | $ | -- | $ | 272,206 | $ | 272,206 | ||||||
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 | ||||||
The Level 3 amounts above represent the fair value of the 5% Notes and related accrued interest. | ||||||||||||||
The following table summarizes the changes in Level 3 instruments during the three months ended March 31, 2015: | ||||||||||||||
Fair value at December 31, 2014 | $ | 275,190 | ||||||||||||
Interest accrued on face value of 5% Notes | 237,657 | |||||||||||||
Change in fair value of Level 3 liabilities | -240,641 | |||||||||||||
Fair value at March 31, 2015 | $ | 272,206 | ||||||||||||
The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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, we can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. | ||||||||||||||
Common Stock | ||||||||||||||
Our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of $0.001 par value common stock. | ||||||||||||||
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 At-the-Market Issuance Sales Agreement with MLV & Co. LLC (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 & Co. LLC (“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. | ||||||||||||||
During the first quarter ended March 31, 2015, we sold a total of 2,195,016 shares of common stock under the 2015 ATM for aggregate total gross proceeds of approximately $34.8 million at an average selling price of $15.87 per share, resulting in net proceeds of approximately $34.2 million after deducting commissions and other transactions costs. | ||||||||||||||
From April 1, 2015 through May 8, 2015, we sold an aggregate of 518,076 shares of common stock pursuant to the 2015 ATM for total gross proceeds of approximately $8.5 million at an average selling price of $16.38 per share, resulting in net proceeds of approximately $8.0 million after deducting commissions and other transactions costs. | ||||||||||||||
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). After deducting shares already sold, approximately $273 million of common stock remains available for sale under these shelf registration statements. 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. | ||||||||||||||
Equity Incentive Plans | ||||||||||||||
Shares available for the issuance of stock options or other stock-based awards under our stock option and incentive plans were 115,166 shares at March 31, 2015. | ||||||||||||||
Stock Options | ||||||||||||||
The following table summarizes stock option activity for the three months ended March 31, 2015: | ||||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||||
of shares | average | average | Intrinsic | |||||||||||
exercise price | Contractual | Value | ||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Outstanding at December 31, 2014 | 194 | $ | 971.7 | 3.5 | $ | -- | ||||||||
Granted | -- | -- | ||||||||||||
Exercised | -- | -- | ||||||||||||
Forfeited | -- | -- | ||||||||||||
Expired | -42 | 2,811.53 | ||||||||||||
Outstanding at March 31, 2015 | 152 | $ | 463.32 | 4.22 | $ | -- | ||||||||
Exercisable at March 31, 2015 | 152 | $ | 463.32 | 4.22 | $ | -- | ||||||||
As of March 31, 2015, there are no unvested option awards and no unrecognized compensation cost related to 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 three months ended March 31, 2015: | ||||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
Outstanding at December 31, 2014 | 6,400,001 | $ | 5.86 | |||||||||||
Granted | 12,000 | 14.59 | ||||||||||||
Vested | -380,001 | 4.23 | ||||||||||||
Forfeited | -1,166 | 10.53 | ||||||||||||
Outstanding at March 31, 2015 | 6,030,834 | $ | 5.98 | |||||||||||
Total expense associated with restricted stock grants was $5,357,028 during the three months ended March 31, 2015. As of March 31, 2015, there was approximately $13.6 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 years. This amount does not include, as of March 31, 2015, 134,302 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones; and 1,965,250 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 three months ended March 31, 2015: | ||||||||||||||
Warrants | Weighted- | Aggregate | ||||||||||||
average | Intrinsic | |||||||||||||
exercise price | Value | |||||||||||||
Outstanding at December 31, 2014 | 4,148,228 | $ | 0.94 | $ | 61,792,184 | |||||||||
Issued | -- | -- | ||||||||||||
Exercised | -177,448 | 2.34 | ||||||||||||
Expired | -11,364 | 2.25 | ||||||||||||
Outstanding at March 31, 2015 | 3,959,416 | $ | 0.88 | $ | 57,817,178 | |||||||||
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. We did not grant any stock options during the three months ended March 31, 2015 and 2014. | ||||||||||||||
The following table summarizes stock-based compensation expense information about stock options and restricted stock for the three months ended March 31, 2015: | ||||||||||||||
Three months ended | Three months ended | |||||||||||||
March 31, 2015 | March 31, 2014 | |||||||||||||
Stock-based compensation expense associated with restricted stock | $ | 5,357,028 | $ | 4,231,438 | ||||||||||
Stock-based compensation expense associated with option grants | -- | -- | ||||||||||||
$ | 5,357,028 | $ | 4,231,438 | |||||||||||
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Debt Disclosure [Text Block] | NOTE 6 – NOTES PAYABLE | |||||||||||||||||||
The following is a summary of notes payable: | ||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Current | Non- | Total | Current | Non- | Total | |||||||||||||||
portion, | current | portion, | current | |||||||||||||||||
net | portion, | net | portion, | |||||||||||||||||
net | net | |||||||||||||||||||
Convertible 5% Notes Payable | $ | 272,206 | $ | - | $ | 272,206 | $ | 275,190 | $ | - | $ | 275,190 | ||||||||
Total | $ | 272,206 | $ | - | $ | 272,206 | $ | 275,190 | $ | - | $ | 275,190 | ||||||||
We assumed the preceding notes payable as the result of the Exchange 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 were initially recorded at their fair value on the date of the transaction. | ||||||||||||||||||||
Convertible 5% Notes Payable | ||||||||||||||||||||
On March 8, 2010, Manhattan entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Manhattan, Ariston and Ariston Merger Corp., a Delaware corporation and wholly-owned subsidiary of Manhattan (the “Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, on March 8, 2010, the Merger Sub merged with and into Ariston (the “Merger”), with Ariston being the surviving corporation of the Merger. As a result of the Merger, Ariston became a wholly-owned subsidiary of Manhattan. | ||||||||||||||||||||
The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $1,125 per share. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. We have no obligation 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 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 Exchange Transaction, and $19,782,377 at March 31, 2015 and $19,544,720 at December 31, 2014. As the 5% Notes are tied directly to net product cash flows derived from the preexisting products of Ariston, the 5% Notes and accrued interest were recorded at fair value of $3,287,700 as of the date of the Exchange Transaction (See Note 4 for further details). No payments have been made on the 5% Notes as of March 31, 2015. | ||||||||||||||||||||
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
License Agreement [Abstract] | |
License Agreement Disclosure [Text Block] | NOTE 7 – LICENSE AGREEMENTS |
Anti-PD-L1 and anti-GITR | |
On March 3, 2015, we entered into a Global Collaboration Agreement (the “Collaboration”) with Checkpoint Therapeutics, Inc. (“Checkpoint”), a subsidiary of Fortress Biotech, Inc. (“Fortress”) for the development and commercialization of Checkpoint’s anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies. Checkpoint will develop and commercialize these antibodies in solid tumors. | |
Under the terms of the Collaboration, we made an up-front payment of $500,000, will 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 the Dana Farber Cancer Institute containing a valid claim to any licensed product in such country. | |
Mr. Weiss, our Executive Chairman, Interim CEO and President is also the Executive Vice Chairman of Fortress and the Executive Chairman of Checkpoint (See Note 8). | |
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 $38,000 for each of the three months ended March 31, 2015 and 2014, and, at March 31, 2015 and December 31, 2014, have deferred revenue of approximately $1,638,000 and $1,676,000, respectively, associated with this $2,000,000 payment (approximately $152,000 of which has been classified in current liabilities at March 31, 2015 and 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 | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 – 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. In May 2015, LFB exercised their warrant to purchase 2,500,000 shares of common stock at a purchase price of $0.001 per share. | |
Under the terms of the LFB License Agreement, we utilize LFB Group for certain development and manufacturing services. We incurred approximately $161,000 and $183,000 in expenses for such services during the three months ended March 31, 2015 and 2014, respectively, which have been included in other research and development expenses in the accompanying consolidated statements of operations. As of March 31, 2015 and December 31, 2014, we had approximately $3,134,000 and $52,000, 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 March 31, 2015 and December 31, 2014, we recorded $6,090,548 and $1,886,518, 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 the costs of a rented facility and certain other services. Michael S. Weiss, our Executive Chairman and Interim Chief Executive Officer, is a Managing Member of Opus. During the three months ended March 31, 2015, we incurred expenses of approximately $59,000, principally for rent, related to this agreement. As of March 31, 2015, we had approximately $20,000 recorded in accounts payable related to this shared services agreement. | |
As discussed in Note 7 above, with regard to the Collaboration with Checkpoint, Mr. Weiss is also the Executive Vice Chairman of Fortress and the Executive Chairman of Checkpoint. In addition, Mr. Weiss holds equity interests in TG, Fortress and Checkpoint. Therefore, Mr. Weiss will derive an indirect benefit from the Collaboration through Fortress and our share of the collaboration. | |
On October 3, 2014, we entered into a Desk Space Agreement (the “Desk Agreement”) with Fortress, to occupy approximately 40% of the New York, NY office space recently leased by Fortress. 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 an average annual rental obligation of $1.1 million under the Desk Agreement. Fortress 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 Fortress. | |
In connection with the Desk Agreement, we paid $80,000 in advance rent payments, which is recorded in other current assets in the accompanying Consolidated Balance Sheet as of March 31, 2015 and December 31, 2014. Also in connection with this lease, in October 2014 we pledged $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 | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS |
From April 1, 2015 through May 8, 2015, we sold an aggregate of 518,076 shares of common stock pursuant to the 2015 ATM for total gross proceeds of approximately $8.5 million at an average selling price of $16.38 per share, resulting in net proceeds of approximately $8.0 million after deducting commissions and other transactions costs. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 pre-clinical programs seeking to develop IRAK4 (interleukin-1 receptor-associated kinase 4) inhibitors and anti-PD-L1 and anti-GITR antibodies. | |
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. | |
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. The accompanying December 31, 2014 balance sheet has been derived from these statements. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. | |
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 March 31, 2015, we have an accumulated deficit of $109,763,015. | |
Our major sources of cash have been proceeds from the private placement and public offering of equity securities, warrant and option exercises, and the upfront payment from our Sublicense Agreement with Ildong Pharmaceutical Co. Ltd. (“Ildong”). 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 many 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 March 31, 2015, we had $105,225,592 in cash, cash equivalents, investment securities, and interest receivable. We currently anticipate that our cash and cash equivalents and investments will be sufficient to fund our anticipated operating cash requirements for more than 24 months from March 31, 2015. 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 strategic plan, including the commercialization of any of our drug candidates. | |
Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.” | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards |
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern, which requires that management of an entity should 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 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 consolidated financial statements. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
We treat liquid investments with original maturities of three months or less 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 March 31, 2015, 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 8). | |
Marketable Securities, Policy [Policy Text Block] | Investment Securities |
Investment securities at March 31, 2015 and December 31, 2014 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. 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, and short-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 liability 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. | |
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 non-employee directors (as compensation for service) as noncash 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 (including related parties), noncash 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 (including related 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 share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we 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 8,382,986 and 10,103,105 at March 31, 2015 and 2014, respectively. During the three months ended March 31, 2015 and 2014, we incurred a net loss; therefore, all of the dilutive securities are excluded from the computation of diluted earnings per share. | |
Impairment Of Tangible and Intangible Asset Including Goodwill [Policy Text Block] | Long-Lived Assets and Goodwill |
Long-lived assets are reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. | |
Goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. | |
CASH_AND_CASH_EQUIVALENTS_Tabl
CASH AND CASH EQUIVALENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Schedule of Cash and Cash Equivalents [Table Text Block] | The following tables summarize our cash and cash equivalents at March 31, 2015 and December 31, 2014: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Money market funds | $ | 16,297,431 | $ | 12,364,537 | ||||
Checking and bank deposits | 69,707,014 | 43,349,247 | ||||||
Totals | $ | 86,004,445 | $ | 55,713,784 | ||||
INVESTMENT_SECURITIES_Tables
INVESTMENT SECURITIES (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||
Held-to-maturity Securities [Table Text Block] | The following tables summarize our investment securities at March 31, 2015 and December 31, 2014: | |||||||||||||
March 31, 2015 | ||||||||||||||
Amortized cost, as adjusted | Gross unrealized holding gains | Gross unrealized holding losses | Estimated fair value | |||||||||||
Short-term investments: | ||||||||||||||
Obligations of domestic governmental agencies (maturing between April 2015 and December 2015) (held-to-maturity) | $ | 19,131,437 | $ | 2,910 | $ | 217 | $ | 19,134,130 | ||||||
Total short-term investment securities | $ | 19,131,437 | $ | 2,910 | $ | 217 | $ | 19,134,130 | ||||||
December 31, 2014 | ||||||||||||||
Amortized cost, as adjusted | Gross unrealized holding gains | Gross unrealized holding losses | Estimated 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 | ||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following table provides the fair value measurements of applicable financial liabilities as of March 31, 2015 and December 31, 2014: | |||||||||||||
Financial liabilities at fair value | ||||||||||||||
as of March 31, 2015 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
5% Notes | $ | -- | $ | -- | $ | 272,206 | $ | 272,206 | ||||||
Totals | $ | -- | $ | -- | $ | 272,206 | $ | 272,206 | ||||||
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 | ||||||
Change In Level Three Fair Value During Period [Table Text Block] | The following table summarizes the changes in Level 3 instruments during the three months ended March 31, 2015: | |||||||||||||
Fair value at December 31, 2014 | $ | 275,190 | ||||||||||||
Interest accrued on face value of 5% Notes | 237,657 | |||||||||||||
Change in fair value of Level 3 liabilities | -240,641 | |||||||||||||
Fair value at March 31, 2015 | $ | 272,206 | ||||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity for the three months ended March 31, 2015: | |||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||||
of shares | average | average | Intrinsic | |||||||||||
exercise price | Contractual | Value | ||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Outstanding at December 31, 2014 | 194 | $ | 971.7 | 3.5 | $ | -- | ||||||||
Granted | -- | -- | ||||||||||||
Exercised | -- | -- | ||||||||||||
Forfeited | -- | -- | ||||||||||||
Expired | -42 | 2,811.53 | ||||||||||||
Outstanding at March 31, 2015 | 152 | $ | 463.32 | 4.22 | $ | -- | ||||||||
Exercisable at March 31, 2015 | 152 | $ | 463.32 | 4.22 | $ | -- | ||||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table summarizes restricted share activity for the three months ended March 31, 2015: | |||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
Outstanding at December 31, 2014 | 6,400,001 | $ | 5.86 | |||||||||||
Granted | 12,000 | 14.59 | ||||||||||||
Vested | -380,001 | 4.23 | ||||||||||||
Forfeited | -1,166 | 10.53 | ||||||||||||
Outstanding at March 31, 2015 | 6,030,834 | $ | 5.98 | |||||||||||
Schedule Of Warrants Activity [Table Text Block] | The following table summarizes warrant activity for the three months ended March 31, 2015: | |||||||||||||
Warrants | Weighted- | Aggregate | ||||||||||||
average | Intrinsic | |||||||||||||
exercise price | Value | |||||||||||||
Outstanding at December 31, 2014 | 4,148,228 | $ | 0.94 | $ | 61,792,184 | |||||||||
Issued | -- | -- | ||||||||||||
Exercised | -177,448 | 2.34 | ||||||||||||
Expired | -11,364 | 2.25 | ||||||||||||
Outstanding at March 31, 2015 | 3,959,416 | $ | 0.88 | $ | 57,817,178 | |||||||||
Schedule Of Share Based Compensation Expense [Table Text Block] | The following table summarizes stock-based compensation expense information about stock options and restricted stock for the three months ended March 31, 2015: | |||||||||||||
Three months ended | Three months ended | |||||||||||||
March 31, 2015 | March 31, 2014 | |||||||||||||
Stock-based compensation expense associated with restricted stock | $ | 5,357,028 | $ | 4,231,438 | ||||||||||
Stock-based compensation expense associated with option grants | -- | -- | ||||||||||||
$ | 5,357,028 | $ | 4,231,438 | |||||||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Debt [Table Text Block] | The following is a summary of notes payable: | |||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Current | Non- | Total | Current | Non- | Total | |||||||||||||||
portion, | current | portion, | current | |||||||||||||||||
net | portion, | net | portion, | |||||||||||||||||
net | net | |||||||||||||||||||
Convertible 5% Notes Payable | $ | 272,206 | $ | - | $ | 272,206 | $ | 275,190 | $ | - | $ | 275,190 | ||||||||
Total | $ | 272,206 | $ | - | $ | 272,206 | $ | 275,190 | $ | - | $ | 275,190 | ||||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $109,763,015 | $95,185,280 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,382,986 | 10,103,105 | |
Cash, Cash Equivalents, and Short-term Investments, Total | 105,225,592 | ||
Cash Equivalents Maturity Period | three months or less | ||
Restricted Cash and Investments | $600,000 | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Period Anticipated Sufficient To Fund Operating Cash Flow | 24 months |
CASH_AND_CASH_EQUIVALENTS_Deta
CASH AND CASH EQUIVALENTS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | ||||
Money market funds | $16,297,431 | $12,364,537 | ||
Checking and bank deposits | 69,707,014 | 43,349,247 | ||
Totals | $86,004,445 | $55,713,784 | $49,596,327 | $40,485,466 |
INVESTMENT_SECURITIES_Details
INVESTMENT SECURITIES (Details) (Short-term Investments [Member], USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | $19,131,437 | $23,062,034 |
Gross unrealized holding gains | 2,910 | 922 |
Gross unrealized holding losses | 217 | 5,806 |
Estimated fair value | 19,134,130 | 23,057,150 |
Obligations of domestic governmental agencies [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | 19,131,437 | 23,062,034 |
Gross unrealized holding gains | 2,910 | 922 |
Gross unrealized holding losses | 217 | 5,806 |
Estimated fair value | $19,134,130 | $23,057,150 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
5% Notes | $272,206 | $275,190 |
Totals | 272,206 | 275,190 |
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 | 272,206 | 275,190 |
Totals | $272,206 | $275,190 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value, Measurement Changes In Level 3 Instruments [Line Items] | |
Fair value at December 31, 2014 | $275,190 |
Interest accrued on face value of 5% Notes | 237,657 |
Change in fair value of Level 3 liabilities | -240,641 |
Fair value at March 31, 2015 | $272,206 |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2010 | Dec. 31, 2011 | |
Fair Value Measurement [Line Items] | ||||
Long-term Debt, Gross | $19,782,377 | $19,544,720 | $16,876,000 | |
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||
Exchange Transaction [Member] | ||||
Fair Value Measurement [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | 3,287,700 | |||
Convertible Notes Payable [Member] | ||||
Fair Value Measurement [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $1,125 | |||
Manhattan and Ariston Pharmaceuticals Merger [Member] | ||||
Fair Value Measurement [Line Items] | ||||
Notes Issued | $15,452,793 | |||
Debt Instrument, Convertible, Conversion Price | $1,125 | |||
Percentage Of Cash Proceeds From Operation To Repay Convertible Debt | 50.00% | |||
Debt Instrument, Term | 5 years | |||
Debt Instrument, Interest Rate During Period | 5.00% |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Equity Incentive Plans Stock Option Activity [Line Items] | ||
Number of shares, Outstanding Beginning Balance | 194 | |
Number of shares, Granted | 0 | |
Number of shares, Exercised | 0 | |
Number of shares, Forfeited | 0 | |
Number of shares, Expired | -42 | |
Number of shares, Outstanding Ending Balance | 152 | 194 |
Number of shares, Exercisable at March 31, 2015 | 152 | |
Weighted - average exercise price, Outstanding Beginning Balance | $971.70 | |
Weighted - average exercise price, Granted | $0 | |
Weighted - average exercise price, Exercised | $0 | |
Weighted - average exercise price, Forfeited | $0 | |
Weighted - average exercise price, Expired | $2,811.53 | |
Weighted - average exercise price, Outstanding Ending Balance | $463.32 | $971.70 |
Weighted - average exercise price, Exercisable at March 31, 2015 | $463.32 | |
Weighted - average Contractual Term (in years) | 4 years 2 months 19 days | 3 years 6 months |
Weighted - average Contractual Term, Exercisable at March 31, 2015 (in years) | 4 years 2 months 19 days | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $0 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | 0 | 0 |
Aggregate Intrinsic Value, Exercisable at March 31, 2015 | $0 |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (Restricted Stock [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock [Member] | |
Equity Incentive Plans Restricted Stock Activity [Line Items] | |
Number of Shares, Outstanding at Begining Balance | 6,400,001 |
Number of Shares, Granted | 12,000 |
Number of Shares, Vested | -380,001 |
Number of Shares, Forfeited | -1,166 |
Number of Shares, Outstanding at Ending Balance | 6,030,834 |
Weighted Average Grant Date Fair Value, Outstanding at Begining Balance | $5.86 |
Weighted Average Grant Date Fair Value, Granted | $14.59 |
Weighted Average Grant Date Fair Value, Vested | $4.23 |
Weighted Average Grant Date Fair Value, Forfeited | $10.53 |
Weighted Average Grant Date Fair Value, Outstanding at Ending Balance | $5.98 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Equity Incentive Plans Warrant Activity [Line Items] | |
Warrants, Outstanding at Beginning Balance | 4,148,228 |
Warrants, Issued | 0 |
Warrants, Exercised | -177,448 |
Warrants, Expired | -11,364 |
Warrants, Outstanding at Ending Balance | 3,959,416 |
Weighted - average exercise price of Warrants, Outstanding at Beginning Balance | $0.94 |
Weighted - average exercise price of Warrants, Issued | $0 |
Weighted - average exercise price of Warrants, Exercised | $2.34 |
Weighted - average exercise price of Warrants, Expired | $2.25 |
Weighted - average exercise price of Warrants, Outstanding at Ending Balance | $0.88 |
Aggregate Intrinsic Value of Warrants, Outstanding at Beginning Balance | $61,792,184 |
Aggregate Intrinsic Value of Warrants, Outstanding at Ending Balance | $57,817,178 |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense associated with restricted stock | $5,357,028 | $4,231,438 |
Stock-based compensation expense associated with option grants | 0 | 0 |
Stock compensation expense | $5,357,028 | $4,231,438 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | 8-May-15 | Dec. 31, 2014 | 31-May-15 | |
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, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $13,600,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 152 | 194 | |||
Shares available from Shelf Registration Statement | 273,000,000 | ||||
Proceeds From Issuance Of Common Stock | 34,200,000 | ||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | |||
Entities, Stock Issued, Shares, Issued for Cash | 2,195,016 | ||||
Entities, Stock Issued, Value, Issued for Cash | 34,800,000 | ||||
Sale of Stock, Price Per Share | $15.87 | ||||
Available-for-sale Securities, Equity Securities | 250,000,000 | ||||
Restricted Stock Or Unit Expense | 5,357,028 | 4,231,438 | |||
ATM [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common Stock Value Reserved for Future Issuance | 75,000,000 | ||||
Commission Percentage | 3.00% | ||||
Subsequent Event [Member] | |||||
Stockholders Equity [Line Items] | |||||
Proceeds From Issuance Of Common Stock | 8,500,000 | ||||
Entities, Stock Issued, Shares, Issued for Cash | 518,076 | ||||
Entities, Stock Issued, Value, Issued for Cash | 8,000,000 | ||||
Sale of Stock, Price Per Share | $16.38 | ||||
Non Employee Restricted Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,965,250 | ||||
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] | |||||
Restricted Stock Or Unit Expense | $5,357,028 | ||||
Equity Incentive Plans [Member] | |||||
Stockholders Equity [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 115,166 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Notes Payable [Line Items] | ||
Notes payable, Current portion, net | $272,206 | $275,190 |
Notes payable, Non-current portion, net | 0 | 0 |
Total | 272,206 | 275,190 |
Convertible Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Current portion, net | 272,206 | 275,190 |
Notes payable, Non-current portion, net | 0 | 0 |
Total | $272,206 | $275,190 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | |
Notes Payable [Line Items] | |||
Long-term Debt, Gross | $19,782,377 | $19,544,720 | $16,876,000 |
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |
Convertible Notes Payable [Member] | |||
Notes Payable [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $1,125 | ||
Debt Instrument, Maturity Date | 8-Mar-15 | ||
Ariston [Member] | |||
Notes Payable [Line Items] | |||
Percentage Of Cash Proceeds From Operation To Repay Interest On Convertible Debt | 50.00% | ||
Debt Instrument, Interest Rate During Period | 5.00% | ||
Exchange Transaction [Member] | |||
Notes Payable [Line Items] | |||
Debt Instrument, Fair Value Disclosure | $3,287,700 |
LICENSE_AGREEMENTS_Details_Tex
LICENSE AGREEMENTS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | |
License Agreement [Line Items] | ||||
License revenue | $38,095 | $38,095 | ||
Deferred Revenue | 1,638,000 | 1,676,000 | ||
Additional Amount Receivable On Achievement Of Pre Specified Milestones | 5,000,000 | |||
Deferred Revenue, Current | 152,381 | 152,381 | ||
Licensing Agreements [Member] | ||||
License Agreement [Line Items] | ||||
Income taxes | 330,000 | |||
Business Acquisition Purchase Agreement Period Description | 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 | |||
Proceeds from Fees Received | 2,000,000 | |||
Upfront Fee Received From Sub License | 2,000,000 | |||
Collaboration Agreement [Member] | ||||
License Agreement [Line Items] | ||||
Upfront Payment Amount | 500,000 | |||
Royalty Expense | $164,000,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | Jan. 30, 2012 | Oct. 03, 2014 | Dec. 31, 2014 | 8-May-15 | Nov. 09, 2012 | Oct. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||||
Sale of Stock, Price Per Share | $15.87 | ||||||||
Other research and development | $8,279,431 | $2,508,258 | |||||||
Prepaid Research And Development | 9,810,887 | 6,179,743 | |||||||
Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Stock, Price Per Share | $16.38 | ||||||||
LFB License Agreement [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 | ||||||||
Minimum Value of Shares To Be Purchased | 750,000 | ||||||||
Opus [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable | 20,000 | ||||||||
Costs and Expenses, Related Party | 59,000 | ||||||||
LFB Group [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | ||||||||
Other research and development | 161,000 | 183,000 | |||||||
Accounts Payable | 3,134,000 | 52,000 | |||||||
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 | 6,090,548 | 1,886,518 | |||||||
LFB Group [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 10.00% | ||||||||
LFB Group [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number Of Common Stock Shares Granted In Connection With License Agreement By Excercise Of Warrants | 2,500,000 | ||||||||
Common Stock Excercise Of Warrants Purchase Price Per Share | $0.00 | ||||||||
Desk Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Costs and Expenses, Related Party | 80,000 | 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 $) | 1 Months Ended | |
8-May-15 | Mar. 31, 2015 | |
Subsequent Event [Line Items] | ||
Sale of Stock, Price Per Share | $15.87 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Sale of Stock, Price Per Share | $16.38 | |
Subsequent Event [Member] | 2015 At-the-Market Issuance Sales Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Sale of Stock, Price Per Share | $16.38 | |
Sale of Stock, Number of Shares Issued in Transaction | 518,076 | |
Sale of Stock, Consideration Received Per Transaction | $8,500,000 | |
Sale of Stock, Consideration Received on Transaction | $8,000,000 |