Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 15, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'COMPETITIVE TECHNOLOGIES INC | ' | ' |
Entity Central Index Key | '0000102198 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity a Well-known Seasoned Issuer | 'No | ' | ' |
Entity a Voluntary Filer | 'No | ' | ' |
Entity's Reporting Status Current | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $4,415,797 |
Entity Common Stock, Shares Outstanding | ' | 22,577,907 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $57,009 | $74,322 |
Receivables, net of allowance of $101,154 at December 31, 2013 and 2012 | 143,330 | 216,365 |
Inventory | 4,278,220 | 4,360,156 |
Prepaid expenses and other current assets | 65,167 | 78,727 |
Total current assets | 4,543,726 | 4,729,570 |
Security Deposits | 15,000 | 15,000 |
Property and equipment, net | 7,606 | 26,817 |
TOTAL ASSETS | 4,566,332 | 4,771,387 |
Current Liabilities: | ' | ' |
Accounts payable | 692,251 | 1,806,346 |
Liabilities under claims purchase agreement | 2,093,303 | ' |
Accounts payable, GEOMC | 4,183,535 | 4,181,225 |
Accrued expenses and other liabilities | 582,987 | 773,364 |
Deferred revenue | 6,400 | 9,600 |
Notes payable | 2,488,691 | 1,310,000 |
Warrant liability | 8,227 | ' |
Series C convertible preferred stock liability | 375,000 | 375,000 |
Series C convertible preferred stock derivative liability | 80,408 | 119,922 |
Total current liabilities | 10,510,802 | 8,575,457 |
Long term notes payable | ' | 225,000 |
Commitments and contingencies | ' | ' |
Shareholders' deficit: | ' | ' |
Preferred stock | 60,675 | 60,675 |
Common stock, $.01 par value, 40,000,000 shares authorized, 19,952,907 shares issued and outstanding at December 31, 2013 and 15,237,304 shares issued and outstanding at December 31, 2012 | 199,529 | 152,373 |
Capital in excess of par value | 46,077,394 | 45,367,796 |
Accumulated deficit | -52,282,068 | -49,609,914 |
Total shareholders' deficit | -5,944,470 | -4,029,070 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 4,566,332 | 4,771,387 |
Series B Preferred Stock [Member] | ' | ' |
Shareholders' deficit: | ' | ' |
Preferred stock | 60,675 | 60,675 |
Series C convertible preferred stock [Member] | ' | ' |
Shareholders' deficit: | ' | ' |
Preferred stock | ' | ' |
5% Preferred stock [Member] | ' | ' |
Shareholders' deficit: | ' | ' |
Preferred stock | ' | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables, net of allowance | $101,154 | $101,154 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 19,952,907 | 15,237,304 |
Common stock, shares outstanding (in shares) | 19,952,907 | 15,237,304 |
Series B Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C convertible preferred stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Preferred stock, shares authorized (in shares) | 750 | 750 |
Preferred stock, shares issued (in shares) | 375 | 375 |
Preferred stock, shares outstanding (in shares) | 375 | 375 |
5% Preferred stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $25 | $25 |
Preferred stock, shares authorized (in shares) | 35,920 | 35,920 |
Preferred stock, shares issued (in shares) | 2,427 | 2,427 |
Preferred stock, shares outstanding (in shares) | 2,427 | 2,427 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue | ' | ' |
Product sales | $652,792 | $912,548 |
Cost of product sales | 272,736 | 366,409 |
Gross profit from product sales | 380,056 | 546,139 |
Other Revenue | ' | ' |
Retained royalties | 37,007 | 105,850 |
Other income | 82,069 | 51,315 |
Total other revenue | 119,076 | 157,165 |
Expenses | ' | ' |
Selling expenses | 159,245 | 391,435 |
Personnel and consulting expenses | 1,100,041 | 1,419,887 |
General and administrative expenses | 1,760,585 | 1,759,777 |
Interest expense | 209,953 | 82,557 |
Unrealized (gain) loss on derivative instrument | -58,538 | 53,745 |
Total Expenses | 3,171,286 | 3,707,401 |
Loss before income taxes | -2,672,154 | -3,004,097 |
Provision (benefit) for income taxes | ' | ' |
Net loss | ($2,672,154) | ($3,004,097) |
Basic loss per share | ($0.16) | ($0.20) |
Basic weighted average number of common shares outstanding | 16,977,027 | 15,007,852 |
Diluted loss per share | ($0.16) | ($0.20) |
Diluted weighted average number of common shares outstanding: | 16,977,027 | 15,007,852 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Shareholders' Deficit (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Capital in excess of par value [Member] | Accumulated deficit [Member] |
Balance at Dec. 31, 2011 | ($1,626,857) | $60,675 | $147,157 | $44,771,128 | ($46,605,817) |
Balance, shares at Dec. 31, 2011 | ' | 2,427 | 14,715,789 | ' | ' |
Net loss | -3,004,097 | ' | ' | ' | -3,004,097 |
Stock option compensation expense | 138,630 | ' | ' | 138,630 | ' |
Common shares issued to settle accounts payable and accrued expenses | 428,254 | ' | 4,745 | 423,509 | ' |
Common shares issued to settle accounts payable and accrued expenses, shares | ' | ' | 474,415 | ' | ' |
Share based consulting fees, Common stock | 35,000 | ' | 471 | 34,529 | ' |
Share based consulting fees, Common stock, shares | ' | ' | 47,100 | ' | ' |
Balance at Dec. 31, 2012 | -4,029,070 | 60,675 | 152,373 | 45,367,796 | -49,609,914 |
Balance, shares at Dec. 31, 2012 | ' | 2,427 | 15,237,304 | ' | ' |
Net loss | -2,672,154 | ' | ' | ' | -2,672,154 |
Stock option compensation expense | 116,365 | ' | ' | 116,365 | ' |
Common shares issued for legal services | 263,000 | ' | 13,000 | 250,000 | ' |
Common shares issued for legal services, shares | ' | ' | 1,300,000 | ' | ' |
Common stock issued in accordance with escrow agreement | ' | ' | 10,000 | -10,000 | ' |
Common stock issued in accordance with escrow agreement, shares | 1,000,000 | ' | 1,000,000 | ' | ' |
Common stock issued in accordance with liability purchase agreement | ' | ' | 16,182 | -16,182 | ' |
Common stock issued in accordance with liability purchase agreement, shares | ' | ' | 1,618,235 | ' | ' |
Common stock issued as part of equity purchase agreement and/or liability purchase agreement | 222,500 | ' | 7,100 | 215,400 | ' |
Common stock issued as part of equity purchase agreement and/or liability purchase agreement, shares | ' | ' | 710,000 | ' | ' |
Common stock issued to directors | 34,102 | ' | 874 | 33,228 | ' |
Common stock issued to directors, shares | ' | ' | 87,368 | ' | ' |
Warrants and beneficial conversion feature on notes payable | 120,787 | ' | ' | 120,787 | ' |
Balance at Dec. 31, 2013 | ($5,944,470) | $60,675 | $199,529 | $46,077,394 | ($52,282,068) |
Balance, shares at Dec. 31, 2013 | ' | 2,427 | 19,952,907 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,672,154) | ($3,004,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 11,147 | 14,534 |
Stock option compensation expense | 116,365 | 138,630 |
Share-based compensation - common stock | 7,655 | ' |
Stock based expense for legal and consulting services | ' | 35,000 |
Accrued stock contribution (directors' stock expense) | ' | 17,154 |
Loss on disposal of property and equipment | ' | 4,818 |
Bad debt expense | 8,588 | ' |
Unrealized (gain) loss on derivative instrument | -58,538 | 53,745 |
Debt discount amortization | 63,480 | ' |
Noncash finance charges | 216,650 | ' |
Changes in assets and liabilities: | ' | ' |
Restricted cash | ' | 750,000 |
Receivables | 64,447 | -173,894 |
Prepaid expenses and other current assets | 276,560 | 38,354 |
Inventory | 90,000 | -150,000 |
Accounts payable, accrued expenses and other liabilities | 307,341 | 907,517 |
Deferred revenue | -3,200 | -3,200 |
Net cash used in operating activities | -1,566,413 | -1,371,438 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | ' | -20,000 |
Decrease in security deposits | ' | 2,275 |
Net cash used in investing activities | ' | -17,725 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of notes payable | 1,549,100 | 1,700,200 |
Principal payments of note payable | ' | -265,200 |
Net cash provided by financing activities | 1,549,100 | 1,435,000 |
Net increase in cash | 17,313 | 45,837 |
Cash at beginning of period | 74,322 | 28,485 |
Cash at end of period | 57,009 | 74,322 |
Supplemental Cash Flow Information: | ' | ' |
Cash Paid for interest | $15,304 | $4,907 |
BUSINESS_AND_BASIS_OF_PRESENTA
BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended | |
Dec. 31, 2013 | ||
BUSINESS AND BASIS OF PRESENTATION [Abstract] | ' | |
BUSINESS AND BASIS OF PRESENTATION | ' | |
1 | Business AND BASIS OF PRESENTATION | |
Competitive Technologies, Inc. ("CTI") and its majority-owned (56.1%) subsidiary, Vector Vision, Inc. ("VVI"), (collectively, the "Company", "we" or "us") is a biotechnology company developing and commercializing innovative products and technologies. The Company is the licensed distributor of the non-invasive Calmare® pain therapy medical device, which incorporates the biophysical "Scrambler Therapy"® technology developed to treat neuropathic and cancer-derived pain by Professor Giuseppe Marineo. | ||
The consolidated financial statements include the accounts of CTI, and VVI. Inter-company accounts and transactions have been eliminated in consolidation. | ||
The Company has incurred operating losses since fiscal 2006 and has a working capital deficiency at December 31, 2013. During the years ended December 31, 2013 and December 31, 2012, we had a significant concentration of revenues from our pain therapy medical device technology. We continue to seek revenue from new technologies or products to mitigate the concentration of revenues, and replace revenues from expiring licenses. At current reduced spending levels, the Company may not have sufficient cash flow to fund operations through 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include adjustments to reflect the possible future effect of the recoverability and classification of assets or amounts and classifications of liabilities that may result from the outcome of this uncertainty. | ||
The Company's continuation as a going concern is dependent upon its developing other recurring revenue streams sufficient to cover operating costs. If necessary, we will meet anticipated operating cash requirements by further reducing costs, issuing debt or equity, and/or pursuing sales of certain assets and technologies while we pursue licensing and distribution opportunities for our remaining portfolio of technologies. The Company does not have any significant capital requirements in the budget going forward. There can be no assurance that the Company will be successful in such efforts. Failure to develop a recurring revenue stream sufficient to cover operating expenses would negatively affect the Company's financial position. | ||
Our liquidity requirements arise principally from our working capital needs, including funds needed to find and obtain new technologies or products, and protect and enforce our intellectual property rights, if necessary. We fund our liquidity requirements with a combination of cash on hand, debt and equity financing, and cash flows from operations, if any, including royalty legal awards. At December 31, 2013, we had outstanding debt, in the form of promissory notes with a total principal amount of $3,151,000 and a carrying value of $2,934,000. | ||
Since October 5, 2010, the Company's securities have traded on the OTC market's top tier, the OTCQX. | ||
The Company acquired the exclusive, worldwide rights to the Scrambler Therapy® technology in 2007. The Company's original 2007 agreement with Giuseppe Marineo (the "Scrambler Therapy Agreement"), an inventor of Scrambler Therapy technology, and Delta Research and Development, authorized CTI to manufacture and sell worldwide the device developed from the patented Scrambler Therapy technology. The original agreement was amended in 2011 to provide the Company was exclusive rights to the Scrambler Therapy technology through March 31, 2016. In July 2012, the Company attempted to negotiate a five-year extension to the agreement with Marineo and Delta (the "2012 Amendment"). However, a valid contract was never formed as the 2012 Amendment was not executed by Marineo and Delta. The Scrambler Therapy technology is patented in Italy and the U.S. Additional applications for patents have been filed internationally and are pending approval. The Calmare® device has CE Mark certification from the European Union as well as U.S. FDA 510(k) clearance. CTI's partner, GEOMC Co., Ltd. of Korea, is manufacturing the product commercially under a ten (10) year agreement through 2017. Sales of these devices are expected to provide a significant proportion of the Company's revenue for the next several years. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2013 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires that we make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingent assets and liabilities. Actual results could differ significantly from our estimates. | ||
Revenue Recognition | ||
We earn revenue in two ways: retained royalties from licensing our clients' and our own technologies to our customer licensees, and sales of finished products. We record revenue when the terms of the sales arrangement are accepted by all parties including a fee that is fixed and determinable, delivery has occurred and our customer has taken title, and collectability is reasonably assured, net of sales tax. | ||
Since 2011 the Company has taken greater control of the sales process. We are the primary obligor, responsible for delivering devices as well as for training our customers in the proper use of the device. We deal directly with customers, setting pricing and providing training; work directly with the inventor of the technology to develop specifications and any changes thereto and to select and contract with manufacturing partners; and retain significant credit risk for amounts billed to customers. Therefore, all product sales are recorded following a gross revenue methodology. | ||
Revenue from foreign sources was not significant compared to total revenue in 2013 or 2012. | ||
Retained royalties or distribution fees earned are of the following types: | ||
Non-refundable, upfront license fee - We record our share of non-refundable, upfront license fees upon execution of a license, sublicense or distribution agreement. Once delivery is complete, and the fee is collected, we have no continuing obligation. No upfront fees were received during the years ended December 31, 2013 or 2012. | ||
Royalty or per unit fees - The royalty or per unit rate is fixed in the license or distribution agreement, with the amount earned contingent upon our customer's usage of our technology or sale of our product. Some agreements may contain stipulated minimum monthly or annual fee payments to CTI. We determine the amount of revenue to record when we can estimate the amount earned for a period. We receive payment or royalty reports on a monthly, quarterly or semi-annual basis indicating usage or sales of licensed technologies or products to determine the revenue earned in the period. Revenue may fluctuate from one quarter to another based on receipt of reports from customers. | ||
Royalty legal awards - We earn non-recurring revenues from royalty legal awards, principally from patent infringement actions filed on behalf of our clients and/or us. Patent infringement litigation cases generally occur when a customer or another party ignores our patent rights, or challenges the legal standing of our clients' or our technology rights. These cases, even if settled out of court, may take several years to complete, and the expenses may be borne by our clients, by us, or shared. We share royalty legal awards in accordance with the agreement we have with our clients, usually after reimbursing each party for their related legal expenses. We recognize royalty legal award revenue when our rights to litigation awards are final and unappealable and we have assurance of collecting those awards, or when we have collected litigation awards in cash from the adverse party, or by sale of our rights to another party without recourse, and we have no obligation or are very unlikely to be obligated to repay such collected amounts. Proceeds from cases settled out of court are recorded as retained royalties. | ||
Legal awards in patent infringement cases usually include accrued interest through the date of payment, as determined by the court. The court awards interest for unpaid earned income. Interest may also be included in other settlements with customers. Interest included in an award or settlement is generally recorded as interest income when received. | ||
Unless otherwise specified, we record all other revenue, as earned. | ||
Concentration of Revenues | ||
Total revenue consists of revenue from product sales, retained royalties, and other income. During the year ended December 31, 2013, we derived approximately $653,000 or 85% of total revenue from sales of our Calmare pain therapy medical device technology. An additional 4% of revenue derived indirectly from that technology through sales of supplies and training, rental payments and the sale of rental assets. Of this amount approximately $160,000 or 25% of total revenue from sales of our Calmare pain therapy medical device technology came from one customer in 2013. | ||
During the year ended December 31, 2012, we derived approximately $913,000 or 85% of total revenue from sales of our Calmare pain therapy medical device technology. An additional 5% of revenue derived indirectly from that technology through sales of supplies and training, rental payments and the sale of rental assets. Of this amount approximately $120,000 or 13% of total revenue from sales of our Calmare pain therapy medical device technology came from one customer in 2012, and an additional $100,000 or 11% of total revenue from sales of our Calmare pain therapy medical device technology came from one other customer in 2012. | ||
Expenses | ||
We recognize expenses related to evaluating, patenting and licensing inventions, and enforcing intellectual property rights in the period incurred. | ||
Cost of product sales includes contractual payments to inventor and manufacturer relating to our Calmare pain therapy medical device. Expenses associated with shipping devices are also included in cost of product sales. | ||
Selling expenses include commission expenses related to sales of inventory (Calmare devices) technologies, domestic and foreign patent legal filing, prosecution and maintenance expenses, net of reimbursements, royalty audits, and other direct costs | ||
Personnel and consulting expenses include employee salaries and benefits, marketing and consulting expenses related to technologies and specific revenue initiatives, and other direct costs. | ||
General and administrative expenses include directors' fees and expenses, public company related expenses, professional services, including financing, audit and legal services, rent and other general business and operating expenses. | ||
Fair Value of Financial Instruments | ||
The Company believes the carrying amounts of cash, accounts receivable, deferred revenue, preferred stock liability and note payable approximate fair value due to their short-term maturity. | ||
Inventory | ||
Inventory consists of finished product of our pain therapy device. Inventory is stated at lower of cost (first in, first out) or market. | ||
Property and Equipment | ||
Property and equipment are carried at cost net of accumulated depreciation. Expenditures for normal maintenance and repair are charged to expense as incurred. The costs of depreciable assets are charged to operations on a straight-line basis over their estimated useful lives, three to five years for equipment, or the terms of the related lease for leasehold improvements. The cost and related accumulated depreciation or amortization of property and equipment are removed from the accounts upon retirement or other disposition, and any resulting gain or loss is reflected in earnings. | ||
Impairment of Long-lived Assets | ||
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the estimated fair value is less than the carrying amount of the asset, we record an impairment loss. If a quoted market price is available for the asset or a similar asset, we use it to determine estimated fair value. We re-evaluate the remaining useful life of the asset and adjust the useful life accordingly. There were no impairment indicators identified during the years ended December 31, 2013 and 2012. | ||
Income Taxes | ||
Income taxes are accounted for under an asset and a liability approach that requires recognition of deferred income tax assets and liabilities for the expected future consequences of events that have been recognized in the Company's consolidated financial statements and income tax returns. The Company provides a valuation allowance for deferred income tax assets when it is considered more likely than not that all or a portion of such deferred income tax assets will not be realized. | ||
Net Income (Loss) Per Share | ||
We calculate basic net income (loss) per share based on the weighted average number of common shares outstanding during the period without giving any effect to potentially dilutive securities. Net income (loss) per share, assuming dilution, is calculated giving effect to all potentially dilutive securities outstanding during the period. | ||
Share-Based Compensation | ||
The Company accounts for its share-based compensation in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 718 - "Compensation - Stock Compensation." Accordingly, the Company recognizes compensation expense equal to the fair value of the stock awards at the time of the grant over the requisite service period. | ||
Our accounting for share-based compensation has resulted in our recognizing non-cash compensation expense related to stock options granted to employees, which is included in personnel and consulting expenses, and stock options granted to our directors, which is included in general and administrative expenses. | ||
Recent Accounting Pronouncements | ||
No new accounting pronouncements issued or effective during the year ended December 31, 2013 has had or is expected to have a material impact on the consolidated financial statements. | ||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
3 | INCOME TAXES | ||||||||
In current and prior years, we generated significant federal and state income and alternative minimum tax losses, and these net operating losses ("NOLs") were carried forward for income tax purposes to be used against future taxable income. | |||||||||
A reconciliation of our effective income tax rate compared to the U.S. federal statutory rate is as follows: | |||||||||
Year ended | Year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Provision (benefit) at U.S. federal statutory rate | (35.0 | )% | (35.0 | )% | |||||
State provision (benefit), net of U.S. federal tax | (4.9 | ) | (4.8 | ) | |||||
Permanent differences | (0.3 | ) | (0.2 | ) | |||||
Other items | 5 | 5.2 | |||||||
Deferred tax valuation allowance | (35.2 | ) | (34.8 | ) | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Net deferred tax assets consist of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Net federal and state operating loss carryforwards | $ | 15,748,253 | $ | 14,785,650 | |||||
Impairment of investments | 531,470 | 531,470 | |||||||
Other, net | 687,426 | 680,637 | |||||||
Deferred tax assets | 16,967,149 | 15,997,757 | |||||||
Valuation allowance | (16,967,149 | ) | (15,997,757 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
At December 31, 2013, we had aggregate federal net operating loss carryforwards of approximately $39,371,000, which expire at various times through 2033. A majority of our federal NOLs can be used to reduce taxable income used in calculating our alternative minimum tax liability. We also have state net operating loss carryforwards of approximately $37,812,000 that expire at various times through 2033. | |||||||||
Approximately $4,196,000 of our NOL carryforward remaining at December 31, 2013 was derived from income tax deductions related to the exercise of stock options. The tax effect of these deductions will be credited against capital in excess of par value at the time they are utilized for book purposes, and not credited to income. We will never receive a benefit for these NOLs in our statement of operations. | |||||||||
Changes in the valuation allowance were as follows: | |||||||||
Year ended | Year ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Balance, beginning of year | $ | 15,997,757 | $ | 14,651,435 | |||||
Change in temporary differences | 6,789 | 157,164 | |||||||
Change in net operating and capital losses | 962,603 | 1,189,158 | |||||||
Balance, end of year | $ | 16,967,149 | $ | 15,997,757 | |||||
Our ability to derive future tax benefits from the net deferred tax assets is uncertain and therefore we continue to provide a full valuation allowance against the assets, reducing the carrying value to zero. We will reverse the valuation allowance if future financial results are sufficient to support a carrying value for the deferred tax assets. | |||||||||
At December 31, 2013 and December 31, 2012, we had no uncertain tax positions. | |||||||||
We include interest and penalties on the underpayment of income taxes in income tax expense. | |||||||||
We file income tax returns in the United States and Connecticut. The Internal Revenue Service has completed audits for the periods through the fiscal year ended July 31, 2005. Our open tax years for review are fiscal years ended July 31, 2010 through year ended December 31, 2013. The Company's returns filed with Connecticut are subject to audit as determined by the statute of limitations. | |||||||||
NET_INCOME_LOSS_PER_COMMON_SHA
NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
NET INCOME (LOSS) PER COMMON SHARE [Abstract] | ' | ||||||||
NET INCOME (LOSS) PER COMMON SHARE | ' | ||||||||
4 | NET INCOME (LOSS) PER COMMON SHARE | ||||||||
The following sets forth the denominator used in the calculations of basic net income (loss) per share and net income (loss) per share assuming dilution: | |||||||||
Year ended | Year ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Denominator for basic net income (loss) per share, weighted average shares outstanding | 16,977,027 | 15,007,852 | |||||||
Dilutive effect of common stock options | N/A | N/A | |||||||
Dilutive effect of Series C convertible preferred stock and convertible debt | N/A | N/A | |||||||
Denominator for net income (loss) per share, assuming dilution | 16,977,027 | 15,007,852 | |||||||
Due to the net loss incurred for the years ended December 31, 2013, and December 31, 2012, the denominator used in the calculation of basic net loss per share was the same as that used for net loss per share, assuming dilution, since the effect of any options, convertible preferred shares, convertible debt or warrants would have been anti-dilutive. Options to purchase 1,372,000 and 317,000 shares of our common stock were outstanding at December 31, 2013 and 2012, respectively, 375 shares outstanding of Series C Convertible Preferred Stock, at December 31, 2013 and 2012, outstanding convertible debt of $2,934,000 and $1,535,000 at December 31, 2013 and 2012, respectively and the warrants outstanding at December 31, 2013 were not included in the computation of diluted net income (loss) per share because they were also anti-dilutive. | |||||||||
SHAREHOLDERS_INTEREST
SHAREHOLDERS' INTEREST | 12 Months Ended | ||
Dec. 31, 2013 | |||
SHAREHOLDERS' INTEREST [Abstract] | ' | ||
SHAREHOLDERS' INTEREST | ' | ||
5 | SHAREHOLDERS' INTEREST | ||
Common Stock | |||
During 2013, the Company entered into an Equity Purchase Agreement ("EPA") with Southridge Partners II, L.P. ("Southridge"). Under the terms of the EPA, which was filed with the SEC on February 26, 2013, Southridge will purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (the "Shares"). During the two year term of the EPA, the Company may at any time in its sole discretion deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to ninety percent of the lowest closing bid price for the Company's common stock during the ten-day trading period immediately after the Shares specified in the Put Notice are delivered to Southridge. | |||
The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock. | |||
Under the terms of the EPA, the Company had issued a convertible promissory note in the amount of $65,000 to Southridge which, during 2013 Southridge converted to 260,000 shares of common stock. In addition, during 2013, the Company negotiated a liabilities purchase agreement ("LPA") with Southridge (see Note 11). | |||
Under the terms of the LPA, the Company issued 200,000 shares of its common stock at $0.35, or $70,000, and a convertible note in the amount of $12,000 Southridge as a fee. | |||
Additionally, under the terms of the EPA and LPA, the Company issued 250,000 shares of its common stock at $0.35,or $87,500, to Southridge for expenses associated with the EPA and LPA. | |||
During 2013 the Company issued 1,000,000 shares of its common stock into escrow, pending the completion of potential financing with a European investment group. | |||
Preferred Stock | |||
Holders of 5% preferred stock are entitled to receive, if, as, and when declared by the Board of Directors, out of funds legally available therefore, preferential non-cumulative dividends at the rate of $1.25 per share per annum, payable quarterly, before any dividends may be declared or paid upon or other distribution made in respect of any share of common stock. The 5% preferred stock is redeemable, in whole at any time or in part from time to time, on 30 days' notice, at the option of the Company, at a redemption price of $25. In the event of voluntary or involuntary liquidation, the holders of preferred stock are entitled to $25 per share in cash before any distribution of assets can be made to holders of common stock. | |||
Each share of 5% preferred stock is entitled to one vote. Holders of 5% preferred stock have no preemptive or conversion rights. The preferred stock is not registered to be publicly traded. | |||
At its December 2, 2010 meeting, the CTI Board of Directors declared a dividend distribution of one right (each, a "Right") for each outstanding share of common stock, par value $0.01, of the Company (the "Common Shares"). The dividend was payable to holders of record as of the close of business on December 2, 2010 (the "Record Date"). Issuance of the dividend may be triggered by an investor purchasing more than 20% of the outstanding shares of common stock. | |||
On December 15, 2010 the Company issued a $400,000 promissory note. The promissory note was scheduled to mature on December 31, 2012 with an annual interest rate of 5%. | |||
On December 15, 2010, the Company's Board of Directors authorized the issuance of 750 shares of Series C Convertible Preferred Stock ($1,000 par value) with a 5% cumulative dividend to William R. Waters, Ltd. of Canada. On December 30, 2010, 750 shares were issued. The Company converted the above $400,000 promissory note into 400 shares and received cash of $350,000 for the remaining 350 shares. | |||
Effective June 16, 2011, William R. Waters, Ltd. of Canada converted one half of its Series C Convertible Preferred Stock, or 375 shares, to 315,126 shares of common stock. | |||
The rights of the Series C Convertible Preferred Stock are as follows: | |||
a) | Dividend rights - The shares of Series C Convertible Preferred Stock accrue a 5% cumulative dividend on a quarterly basis and is payable on the last day of each fiscal quarter when declared by the Company's Board. As of December 31, 2013 dividends declared were $65,700, of which $18,750 were declared during the year ended December 31, 2013 and $46,952 have not been paid and are shown in accrued and other liabilities at December 31, 2013. | ||
b) | Voting rights - Holders of these shares of Series C Convertible Preferred Stock shall have voting rights equivalent to 1,000 votes per $1,000 par value Series C Convertible Preferred share voted together with the shares of Common Stock | ||
c) | Liquidation rights - Upon any liquidation these Series C Convertible Preferred Stock shares shall be treated as equivalent to shares of Common stock to which they are convertible. | ||
d) | Redemption rights - The redemption rights were associated with the $750,000 that had been held in escrow by the Company in the event that the funds were released and returned to CTI. However, the funds were withdrawn from escrow and paid out in accordance with the settlement agreement. Therefore the redemption rights no longer apply to the remaining Series C Convertible Preferred Stock. | ||
e) | Conversion rights - Holder has right to convert each share of Series C Convertible Preferred Stock at any time into shares of the Company's common stock at a conversion price for each share of common stock equal to 85% of the lower of (1) the closing market price at the date of notice of conversion or (2) the mid-point of the last bid price and the last ask price on the date of the notice of conversion. The variable conversion feature creates an embedded derivative that was bifurcated from the Series C Convertible Preferred Stock on the date of issuance and was recorded at fair value. The derivative liability will be recorded at fair value on each reporting date with any change recorded in the Statement of Operations as an unrealized gain (loss) on derivative instrument. | ||
On the date of conversion of the 375 shares of Series C Convertible Preferred Stock the Company calculated the value of the derivative liability to be $81,933. Upon conversion, the $81,933 derivative liability was reclassified to equity. | |||
The Company recorded a convertible preferred stock derivative liability of $80,408 and $119,922, associated with the 375 shares of Series C Convertible Preferred Stock outstanding at December 31, 2013 and, 2012, respectively. | |||
The Company has classified the Series C Convertible Preferred Stock as a liability at December 31, 2013 and, 2012 because the variable conversion feature may require the Company to settle the conversion in a variable number of its common shares. | |||
RECEIVABLES
RECEIVABLES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
RECEIVABLES [Abstract] | ' | ||||||||
RECEIVABLES | ' | ||||||||
6 | RECEIVABLES | ||||||||
Receivables consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Calmare sales receivable | $ | 132,850 | $ | 212,774 | |||||
Royalties, net of allowance of $101,154 at December 31, 2013 and 2012 | 10,086 | - | |||||||
Other | 394 | 3,591 | |||||||
Total | $ | 143,330 | $ | 216,365 | |||||
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT, NET | ' | ||||||||
7 | PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment, net, consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Property and equipment, gross | $ | 177,537 | $ | 189,633 | |||||
Accumulated depreciation and amortization | (169,931 | ) | (162,816 | ) | |||||
Property and equipment, net | $ | 7,606 | $ | 26,817 | |||||
In July 2012, the Company closed its Charlotte, NC office and disposed of the property and equipment at that location at a loss of $4,818. | |||||||||
Depreciation and amortization expense was $11,147 and $14,534 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
AVAILABLEFORSALE_AND_EQUITY_SE
AVAILABLE-FOR-SALE AND EQUITY SECURITIES | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
AVAILABLE-FOR-SALE AND EQUITY SECURITIES [Abstract] | ' | ||||||||||||||
AVAILABLE-FOR-SALE AND EQUITY SECURITIES | ' | ||||||||||||||
8 | AVAILABLE-FOR-SALE AND EQUITY SECURITIES | ||||||||||||||
December 31, | December 31, | Number of | Type | ||||||||||||
2013 | 2012 | shares | |||||||||||||
Security Innovation, Inc. | - | - | 223,317 | Common stock | |||||||||||
Xion Pharmaceutical Corporation | - | - | 60 | Common stock | |||||||||||
In prior years, we acquired 3,129,509 shares of NTRU Cryptosystems, Inc. ("NTRU") common stock, and certain preferred stock that later was redeemed, in exchange for cash and a reduction in our future royalty rate on sales of NTRU's products. NTRU was a privately held company that sold encryption software for security purposes, principally in wireless markets. There was no public market for NTRU shares. In 2003, we wrote down the value of NTRU to $0, but we continued to own the shares. On July 22, 2009, all NTRU assets were acquired by Security Innovation, an independent provider of secure software located in Wilmington, MA. We received 223,317 shares of stock in the privately held Security Innovation for our shares of NTRU. | |||||||||||||||
In September 2009 we announced the formation of a joint venture with Xion Corporation for the commercialization of our patented melanocortin analogues for treating sexual dysfunction and obesity. We received 60 shares of privately held Xion Pharmaceutical Corporation common stock in June 2010. CTI currently owns 30% of the outstanding stock of Xion Pharmaceutical Corporation. | |||||||||||||||
FAIR_VALUE_MEASUREMEMENTS
FAIR VALUE MEASUREMEMENTS | 12 Months Ended | ||
Dec. 31, 2013 | |||
FAIR VALUE MEASUREMENTS [Abstract] | ' | ||
FAIR VALUE MEASUREMENTS | ' | ||
9 | FAIR VALUE MEASUREMENTS | ||
The Company measures fair value in accordance with Topic 820 of the FASB ASC, Fair Value Measurement ("ASC 820"), which provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows: | |||
Level 1 - | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. | ||
Level 2 - | Inputs to the valuation methodology include: | ||
• Quoted prices for similar assets or liabilities in active markets; | |||
• | Quoted prices for identical or similar assets or liabilities in inactive markets; | ||
• | Inputs other than quoted prices that are observable for the asset or liability; | ||
• | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. | |||
Level 3 - | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||
The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | |||
The Company values its derivative liability associated with the variable conversion feature on its Series C Convertible Preferred Stock (Note 5) based on the market price of its common stock. For each reporting period the Company calculates the amount of potential common stock that the Series C Preferred Stock could convert into based on the conversion formula (incorporating market value of our common stock) and multiplies those converted shares by the market price of its common stock on that reporting date. The total converted value is subtracted by the consideration paid to determine the fair value of the derivative liability. The Company classified the derivative liability of $80,000 and $120,000 at December 31, 2013 and December 31, 2012, respectively, in Level 2 of the fair value hierarchy. | |||
The warrant issued in connection with the Tonaquint Note (the "Tonaquint Warrants," see Note 13) are measured at fair value and liability-classified because the Tonaquint Warrants contain "down-round" protection and therefore do not meet the scope exception under FASB ASC 815, Derivatives and Hedging ("ASC 815"). Since "down-round" protection is not an input to the fair value of the warrants, the warrants cannot be considered indexed to the Company's own stock which is a requirement for the scope exception as outlined under ASC 815. The Company valued the warrants at $8,000 at December 31, 2013, and $26,000 upon issuance at July 16, 2013, in Level 3 of the fair value hierarchy. | |||
Similarly, the conversion feature of the Tonaquint Note (Note 13) also contains "down-round" protection and therefore does not met the scope exception under FASB ASC 815. The Company classified the derivative liability of $0 at December 31, 2013, and $19,000 upon issuance at July 16, 2013, in Level 3 of the fair value hierarchy. | |||
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in a different fair value measurement at the reporting date. | |||
PREPAID_EXPENSES_AND_OTHER_CUR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | ' | ||||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ' | ||||||||
10 | PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||||||||
Prepaid expenses and other assets consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Prepaid insurance | $ | 16,802 | $ | 17,473 | |||||
Prepaid legal fees | - | 46,813 | |||||||
Other | 48,365 | 14,441 | |||||||
Prepaid expenses and other current assets | $ | 65,167 | $ | 78,727 | |||||
LIABILITIES_ASSIGNED_TO_LIABIL
LIABILITIES ASSIGNED TO LIABILITY PURCHASE AGREEMENT | 12 Months Ended | |
Dec. 31, 2013 | ||
Liabilities Assigned To Liability Purchase Agreement [Abstract] | ' | |
LIABILITIES ASSIGNED TO LIABILITY PURCHASE AGREEMENT | ' | |
11 | LIABILITIES ASSIGNED TO LIABILITY PURCHASE AGREEMENT | |
During third quarter of 2013, the Company negotiated a LPA with Southridge. The LPA takes advantage of a provision in the Securities Act of 1933, Section 3(a)(10), that allows the exchange of claims, securities, or property for stock when the arrangement is approved for fairness by a court proceeding. The process, approved by the court in August 2013, has the potential to eliminate nearly $2.1 million of our financial obligations to existing creditors who agreed to participate and executed claims purchase agreements with Southridge's affiliate ASC Recap, LLC ("ASC Recap") accounting for $2,093,303 of existing payables, accrued expenses and other current liabilities, and notes payable. The process began with the issuance in September 2013 of 1,618,235 shares of the Company's common stock to ASC Recap, however at December 31, 2013, no creditors had yet been paid from the proceeds. | ||
There can be no assurance that the Company will be successful in completing this process with Southridge, and the Company retains ultimate responsibility for this debt, until fully paid. | ||
ACCRUED_EXPENSES_AND_OTHER_LIA
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | ' | ||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES | ' | ||||||||
12 | ACCRUED EXPENSES AND OTHER LIABILITIES | ||||||||
Accrued expenses and other liabilities consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Royalties payable | $ | 127,708 | $ | 182,052 | |||||
Accrued audit fee | 82,141 | 80,000 | |||||||
Over advance, fees LSQ Funding | - | 77,464 | |||||||
Commissions payable | 21,975 | 48,722 | |||||||
Accrued interest payable | 216,518 | 85,184 | |||||||
Accrued consulting fees | 2,000 | 167,726 | |||||||
Other | 132,645 | 132,216 | |||||||
Accrued expenses and other liabilities, net | $ | 582,987 | $ | 773,364 | |||||
Excluded above is approximately $244,000 of accrued expenses and other liabilities that fall under the LPA with ASC Recap, and are expected to be repaid using the process as described in Note 11. Because there can be no assurance that the Company will be successful in completing this process, the Company retains ultimate responsibility for these liabilities, until fully paid down. | |||||||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
NOTES PAYABLE [Abstract] | ' | ||||||||||||||||||
NOTES PAYABLE | ' | ||||||||||||||||||
13 | NOTES PAYABLE | ||||||||||||||||||
Notes payable as of December 31, 2013 consists of the following: | |||||||||||||||||||
Principal | Carrying | Cash | Common | Maturity | |||||||||||||||
Amount | Value | Interest | Stock | Date | |||||||||||||||
Rate | Conversion | ||||||||||||||||||
Price | |||||||||||||||||||
90 day Convertible Notes (Chairman of the Board) | $ | 2,518,000 | $ | 2,518,000 | 6 | % | $ | 1.05 | Various 2014 | ||||||||||
24 month Convertible Notes ($100,000 to Board member) | 225,000 | 225,000 | 6 | % | 1.05 | March 2014 - | |||||||||||||
Jun-14 | |||||||||||||||||||
Tonaquint 9% OID Convertible Notes and Warrants | 112,500 | 87,705 | 7 | % | 0.3 | May-14 | |||||||||||||
Southridge Convertible Note | 12,000 | 12,000 | None | 75% of closing bid | Jun-14 | ||||||||||||||
Series A1 15% OID Convertible Notes and Warrants | 149,412 | 81,415 | None | 0.2 | Aug-14 | ||||||||||||||
Series A2 15% OID Convertible Notes and Warrants | 134,236 | 69,571 | None | 0.25 | Sep-14 | ||||||||||||||
Notes Payable, gross | $ | 3,151,148 | 2,933,691 | ||||||||||||||||
Less LPA amount | (505,000 | ) | |||||||||||||||||
Notes Payable, net | $ | 2,488,691 | |||||||||||||||||
90 day Convertible Notes | |||||||||||||||||||
The Company has issued 90-day notes payable to borrow funds from a director, now the chairman of our Board, as follows: | |||||||||||||||||||
2013 | $ | 1,208,000 | |||||||||||||||||
2012 | 1,210,000 | ||||||||||||||||||
2011 | 100,000 | ||||||||||||||||||
Total | $ | 2,518,000 | |||||||||||||||||
These notes have been extended several times and all bear 6.00% simple interest. A conversion feature was added to the Notes when they were extended, which allows for conversion of the eligible principal amounts to common stock at any time after the six month anniversary of the effective date -the date the funds are received - at a rate of $1.05 per share. Additional terms have been added to all Notes to include additional interest payments to all Notes if extended beyond their original maturity dates and to provide the lender with a security interest in unencumbered inventory and intangible assets of the Company other than proceeds relating to the Calmare device and accounts receivable. | |||||||||||||||||||
A total of $505,000 of the aforementioned notes issued between December 1, 2012 and March 31, 2013 fall under the LPA with ASC Recap, and are expected to be repaid using the process as described in Note 11. Because there can be no assurance that the Company will be successful in completing this process, the Company retains ultimate responsibility for this debt, until fully paid down. As a result, the Company continues to accrue interest on these notes and they remain convertible as described above. | |||||||||||||||||||
24 month Convertible Notes | |||||||||||||||||||
In March 2012, the Company issued a 24-month convertible promissory note to borrow $100,000. Additional 24-month convertible promissory notes were issued in April 2012 ($25,000) and in June 2012 ($100,000). All of the notes bear 6.00% simple interest. Conversion of the eligible principal amounts to common stock is allowed at any time after the six month anniversary of the effective date of each note at a rate of $1.05 per share. | |||||||||||||||||||
Tonaquint 9% Original Issue Discount Convertible Notes and Warrants | |||||||||||||||||||
During the quarter ended September 30, 2013, the Company entered into a securities purchase agreement with Tonaquint, Inc., under which it was issued a $112,500 convertible promissory note in consideration for $100,000, the difference between the proceeds from the Note and the principal amount consists of a $10,000 original issue discount and a carried transaction expense of $2,500. The original issue discount is amortized over the life of the note. The note is convertible at an initial conversion price of $0.30 per share at any time, and contains a "down-round protection" feature that requires the valuation of a derivative liability associated with the note. The note bears interest at 7% and is due in May 2014; with five monthly installment payments of principal, accrued interest and any outstanding fees or allowed expenses beginning in January 2014. Tonaquint was also issued a market-related warrant for $112,500 in shares of common stock with a "cashless" exercise feature. The warrant has a $0.35 exercise price, a 5-year term and includes a "down-round protection" feature that requires it to be classified as a liability rather than as equity (see Note 9). | |||||||||||||||||||
We estimated the fair value of each component on the issue date and the conversion date using a Black-Scholes pricing model with the following assumptions: | |||||||||||||||||||
Warrant - | Warrant - | Derivative - | Derivative - | ||||||||||||||||
16-Jul-13 | December 31, | 16-Jul-13 | December 31, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||||
Expected term | 5 years | 4.54 years | 0.83 years | 0.38 years | |||||||||||||||
Volatility | 124.51 | % | 139.93 | % | 192.87 | % | 230.46 | % | |||||||||||
Risk Free Rate | 1.38 | % | 1.75 | % | 0.1 | % | 0.7 | % | |||||||||||
The proceeds of the Note were allocated to the three components as follows: | |||||||||||||||||||
Proceeds allocated | Value at December | ||||||||||||||||||
at issue date - July | 31, 2013 | ||||||||||||||||||
16, 2013 | |||||||||||||||||||
Tonaquint Note | $ | 57,400 | $ | 87,705 | |||||||||||||||
Tonaquint Warrant | $ | 26,076 | $ | 8,227 | |||||||||||||||
Embedded conversion option derivative liability | $ | 19,024 | $ | - | |||||||||||||||
Total | $ | 102,500 | $ | 95,932 | |||||||||||||||
Subsequent to December 31, 2013, the Company settled the note and Warrant with Tonaquint ( see Note 18.). | |||||||||||||||||||
Southridge | |||||||||||||||||||
During 2013 the Company had issued a convertible promissory note payable to Southridge as part of its EPA in the amount of $65,000, which during 2013 Southridge converted to 260,000 shares of common stock. | |||||||||||||||||||
During 2013, the Company issued a six-month $12,000 convertible note payable to Southridge to cover legal expenses as part of the LPA (see Note 11). The convertible note is convertible into the Company's common stock at 75% of the lowest closing bid price during the twenty (20) trading days prior to conversion and is due in June 2014. | |||||||||||||||||||
Series A 15% Original Issue Discount Convertible Notes and Warrants | |||||||||||||||||||
During the quarter ended December 31, 2013, the Company did a private offering of two tranches of convertible notes and warrants, under which it issued $283,648 of convertible promissory notes for consideration of $241,100, the difference between the proceeds from the notes and the principal amount consists of $42,548 of original issue discount. The notes are convertible at initial conversion prices ranging from $0.20 to $0.25 per share anytime after issuance thereby having an embedded beneficial conversion feature. The note holders were also issued market-related warrants for 170,354 in shares of common stock. The warrants have exercise prices that range from $0.40 to $0.60 and a 2-year term. The beneficial conversion feature and the warrants were recorded to additional paid-in-capital. The Company allocated the proceeds received to the notes, the beneficial conversion feature and the warrants on a relative fair value basis at the time of issuance. The total debt discount is amortized over the life of the notes to interest expense. | |||||||||||||||||||
The beneficial conversion feature was valued at the intrinsic value on the issuance date. The intrinsic value represents the difference between the conversion price and the fair value of the common stock multiplied by the number of share into which the note is convertible. We estimated the fair value of the warrants on the issue date using a Black-Scholes pricing model with the following assumptions: | |||||||||||||||||||
Warrants | Warrants | ||||||||||||||||||
(Tranche 1)- | (Tranche 2)- | ||||||||||||||||||
November 15, | December 30, | ||||||||||||||||||
2013 | 2013 | ||||||||||||||||||
Expected term | 2 years | 2 years | |||||||||||||||||
Volatility | 180.02 | % | 184.38 | % | |||||||||||||||
Risk Free Rate | 0.31 | % | 0.39 | % | |||||||||||||||
The proceeds of the Notes were allocated to the components as follows: | |||||||||||||||||||
Proceeds allocated | |||||||||||||||||||
at issue date | |||||||||||||||||||
Private Offering Notes | $ | 120,313 | |||||||||||||||||
Private Offering Warrants | $ | 76,429 | |||||||||||||||||
Beneficial Conversion feature | 44,358 | ||||||||||||||||||
Total | $ | 241,100 | |||||||||||||||||
STOCKBASED_COMPENSATION_PLANS
STOCK-BASED COMPENSATION PLANS | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
STOCK-BASED COMPENSATION PLANS [Abstract] | ' | ||||||||||||||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | ||||||||||||||||||||||||
14 | STOCK-BASED COMPENSATION PLANS | ||||||||||||||||||||||||
2011 Employees', Directors' and Consultants' Stock Option Plan - In May 2011, the Board of Directors approved a new option plan for employees, directors and consultants. Pursuant to this plan which is administered by a Committee appointed by the Board of Directors, we could grant to qualified employees, directors and consultants either incentive options or nonstatutory options (as defined by the Internal Revenue Service). The stock options granted per written option agreements approved by the Committee, must have exercise prices not less than 100% of the Fair Market Value of our common stock on the date of the grant. Up to 1,500,000 common shares are available for grants under this plan. No options may be granted under this plan after December 31, 2015. | |||||||||||||||||||||||||
The following information relates to the 2011 Option Plan: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Common shares reserved for issuance on exercise of options | 1,165,000 | 110,000 | |||||||||||||||||||||||
Shares available for future option grants | 335,000 | 890,000 | |||||||||||||||||||||||
1997 Employee Stock Option Plan - Pursuant to our 1997 Employees' Stock Option Plan, as amended (the "1997 Option Plan"), we could grant to employees either incentive stock options or nonqualified stock options (as defined by the Internal Revenue Service). The stock options had to be granted at exercise prices not less than 100% of the fair market value of our common stock at the grant date. The maximum life of stock options granted under this plan is ten years from the grant date. The Compensation Committee or the Board of Directors determined vesting provisions when stock options were granted, and stock options granted generally vested over three or four years. No options could be granted under this plan after September 30, 2007. | |||||||||||||||||||||||||
The following information relates to the 1997 Option Plan: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Common shares reserved for issuance on exercise of options | 87,000 | 87,000 | |||||||||||||||||||||||
Shares available for future option grants | - | - | |||||||||||||||||||||||
2000 Director's Stock Option Plan - Pursuant to our Directors' Stock Option Plan (the "Directors' Option Plan"), we could grant each non-employee director 10,000 fully vested, nonqualified common stock options when the director first is elected, and 10,000 common stock options on the first business day of January thereafter, as long as the individual is a director. All such stock options are granted at an option price not less than 100% of the fair market value of the common stock at the grant date. The maximum life of options granted under this plan is ten years from the grant date. No options could be granted after January 4, 2010. | |||||||||||||||||||||||||
The following information relates to the 2000 Directors' Stock Option Plan: | |||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Common shares reserved for issuance on exercise of options | 120,000 | 120,000 | |||||||||||||||||||||||
Shares available for future option grants | - | - | |||||||||||||||||||||||
Summary of Common Stock Options - The total fair value of shares vested in the years ended December 31, 2013 and December 31, 2012 was $116,365 and $138,630, respectively, of non-cash compensation expense. Of these amounts, $84,550 and $0 was included in personnel and consulting expenses, from stock options granted to employees, and vesting during the year ended December 31, 2013 and 2012, respectively. | |||||||||||||||||||||||||
Also $14,895 and $58,630 of noncash compensation expense was included in general and administrative expenses, from stock options granted to directors pursuant to the Directors Option Plan in the years ended December 31, 2013 and 2012, respectively. Since these stock options are fully vested upon grant, the full fair value of the stock options is recorded as expense at the date of grant. During the year ended December 31, 2013, the Company granted 50,000 options to non-employee directors which were fully vested upon issuance, and 5,000 options which were fully vested upon issuance to two non-employee directors who had served as chairman, as approved by the Board of Directors. During the years ended December 31, 2013 and 2012, the Board of Directors extended the expiration dates for all options previously granted to one and two, respectively, departing Board members in recognition for service. Those options will expire per their original term specified in each individual option agreement, typically either 5 or 10 years from the date of granting, rather than expiring within the specified time period, typically 90 or 180 days following the Board members' termination dates. The Company considered the extension as a modification to the option agreements recording incremental compensation expense of $16,920 and $80,000 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||||||||||
During the quarter ended March 31, 2013, the Company granted 1,000,000 options to the then-CEO. As approved by the Board of Directors, these options granted were expected to vest over a four (4) year period, with 200,000 options vesting upon issuance. Since his resignation on September 26, 2013, expense for the quarters ended March 31, 2013 and June 30, 2013 has been reversed. The 200,000 vested options all expired 90 days from his resignation, per the Option Agreement. | |||||||||||||||||||||||||
During the quarter ended December 31, 2013, the Company granted 1,000,000 options to the current CEO. As approved by the Board of Directors, these options vest over a four (4) year period, with 200,000 options vested upon issuance. | |||||||||||||||||||||||||
No options were granted to employees during the year ended December 31, 2012. | |||||||||||||||||||||||||
We estimated the fair value of each option on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||||||||||
Year ended | Year ended | ||||||||||||||||||||||||
December 31, 2013 | 31-Dec-12 | ||||||||||||||||||||||||
Dividend yield (1) | 0 | % | 0 | % | |||||||||||||||||||||
Expected volatility (2) | 99.2% - 110.2 | % | 86.7% - 87.1 | % | |||||||||||||||||||||
Risk-free interest rates (3) | 1.02 | % | 0.89 | % | |||||||||||||||||||||
Expected lives (2) | 2-5 years | 5 years | |||||||||||||||||||||||
-1 | We have not paid cash dividends on our common stock since 1981, and currently do not have plans to pay or declare cash dividends. Consequently, we used an expected dividend rate of zero for the valuations. | ||||||||||||||||||||||||
-2 | Estimated based on our historical experience. Volatility was based on historical experience over a period equivalent to the expected life in years. | ||||||||||||||||||||||||
-3 | Based on the U.S. Treasury constant maturity interest rate with a term consistent with the expected life of the options granted. | ||||||||||||||||||||||||
A summary of the status of all our common stock options as of December 31, 2013 and 2012, and changes during the periods then ended is presented below. | |||||||||||||||||||||||||
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||||||||||||||||||
Shares | Weighted | Aggregate | Shares | Weighted | Aggregate | ||||||||||||||||||||
Average | Intrinsic | Average | Intrinsic | ||||||||||||||||||||||
Exercise | Values | Exercise | Values | ||||||||||||||||||||||
Price | Price | ||||||||||||||||||||||||
Outstanding at beginning of period | 317,000 | $ | 1.85 | $ | 313,000 | $ | 2.11 | ||||||||||||||||||
Granted | 2,055,000 | 0.29 | 70,000 | 1.24 | |||||||||||||||||||||
Forfeited | (1,000,000 | ) | 0.5 | (66,000 | ) | 2.44 | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||||
Expired or terminated | - | - | |||||||||||||||||||||||
Outstanding at end of year | 1,372,000 | $ | 0.5 | $ | 240,750 | 317,000 | $ | 1.85 | |||||||||||||||||
Vested at end of year | 572,000 | $ | 1.1 | $ | 48,750 | 317,000 | $ | 1.85 | |||||||||||||||||
Nonvested at end of year | 800,000 | $ | 0.08 | $ | 192,000 | ||||||||||||||||||||
Weighted average fair value per share of options issued during the year | $ | 0.21 | $ | 1.18 | |||||||||||||||||||||
Generally, we issue new shares of common stock to satisfy stock option exercises. | |||||||||||||||||||||||||
401k_PLAN
401(k) PLAN | 12 Months Ended | |
Dec. 31, 2013 | ||
401(k) PLAN [Abstract] | ' | |
401(k) PLAN | ' | |
15 | 401(k) PLAN | |
We have an employee-defined contribution plan qualified under section 401(k) of the Internal Revenue Code (the "Plan"), for all employees age 21 or over, and meeting certain service requirements. The Plan has been in effect since January 1, 1997. Participation in the Plan is voluntary. Employees may defer compensation up to a specific dollar amount determined by the Internal Revenue Service for each calendar year. We do not make matching contributions, and employees are not allowed to invest in our stock under the Plan. | ||
Our directors may authorize a discretionary contribution to the Plan, allocated according to the provisions of the Plan, and payable in shares of our common stock valued as of the date the shares are contributed. No contributions were accrued or made in the years ended December 31, 2013 and 2012. | ||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||
16 | COMMITMENTS AND CONTINGENCIES | ||||||||
Operating Leases - | |||||||||
Future minimum rental payments required under operating leases with remaining non-cancelable lease terms as of December 31, 2013 are as follows: | |||||||||
More than 5 years | $ | - | |||||||
3-5 years | 13,076 | ||||||||
1-3 years | 153,279 | ||||||||
Within 1 year | 62,085 | ||||||||
Total | $ | 228,440 | |||||||
Total rental expense for all operating leases was: | |||||||||
Year ended | Year ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Minimum rental payments | $ | 60,038 | $ | 84,242 | |||||
Less: Sublease rentals | 3,594 | 7,188 | |||||||
Net rent expense | 56,444 | 77,054 | |||||||
Deferred rent charge | 5,248 | - | |||||||
$ | 61,692 | $ | 77,054 | ||||||
Contingencies - Revenue based | |||||||||
As of December 31, 2013, CTI and its majority owned subsidiary, VVI, have remaining obligations, contingent upon receipt of certain revenues, to repay up to $165,788 and $199,334, respectively, in consideration of grant funding received in 1994 and 1995. CTI also is obligated to pay at the rate of 7.5% of its revenues, if any, from transferring rights to certain inventions supported by the grant funds. VVI is obligated to pay at rates of 1.5% of its net sales of supported products or 15% of its revenues from licensing supported products, if any. We recognize these obligations only if we receive revenues related to the grant funds. We recognized approximately $1,577 in the year ended December 31, 2013 and $1,749 in the year ended December 31, 2012. | |||||||||
We have engaged R.F. Lafferty & Co. to seek an acquisition partner from a limited number of companies for our nano particle bone biomaterial patents, among other assets and/or securities. The Company would pay Lafferty a 10% finder's fee in the event an acquisition partner is found, which Management has deemed to be an immaterial and contingent obligation. | |||||||||
Contingencies - Litigation | |||||||||
Carolina Liquid Chemistries Corporation, et al. (case pending) - On August 29, 2005, we filed a complaint against Carolina Liquid Chemistries Corporation ("Carolina Liquid") in the United States District Court for the District of Colorado, alleging patent infringement of our patent covering homocysteine assays, and seeking monetary damages, punitive damages, attorneys' fees, court costs and other remuneration at the option of the court. As we became aware of other infringers, we amended our complaint to add as defendants Catch, Inc. ("Catch") and the Diazyme Laboratories Division of General Atomics ("Diazyme"). On September 6, 2006, Diazyme filed for declaratory judgment in the Southern District of California for a change in venue and a declaration of non-infringement and invalidity. On September 12, 2006, the District Court in Colorado ruled that both Catch and Diazyme be added as defendants to the Carolina Liquid case. | |||||||||
On October 23, 2006, Diazyme requested the United States Patent and Trademark Office (the "USPTO") to re-evaluate the validity of our patent and this request was granted by the USPTO on December 14, 2006. On July 30, 2009, the U.S. Patent and Trademark Office's Board of Patent Appeals and Interferences ("BPAI") upheld the homocysteine patent. In September 2008, the examiner had denied the patent, but that denial was overruled by the BPAI. While the examiner had appealed that BPAI decision, delaying further action, that appeal was also denied by the BPAI on December 13, 2010. In June 2011, the examiner once again appealed the BPAI decision. In addition to responding to this new appeal, the Company petitioned the Director of the USPTO to help expedite further action on the case within the USPTO, which was to have been handled with special dispatch according to USPTO requirements for handling reexamination proceedings of patents involved in litigation. | |||||||||
On March 13, 2012, the USPTO issued the Ex Parte Reexamination Certificate confirming the patentability of claims examined. The company has begun collecting unpaid amounts from various obligated companies. | |||||||||
Employment matters - former employee (case pending) - In September 2003, a former employee filed a whistleblower complaint with the Occupational Safety and Health Administration of the Department of Labor (OSHA) alleging that the employee had been terminated for engaging in conduct protected under the Sarbanes Oxley Act of 2002 (SOX). In February 2005, OSHA found probable cause to support the employee's complaint and the Secretary of Labor ordered reinstatement and back wages since the date of termination and CTCC requested de novo review and a hearing before an administrative law judge ("ALJ"). In July 2005, after the close of the hearing on CTI's appeal, the U.S. district court for Connecticut enforced the Secretary's preliminary order of reinstatement and back pay under threat of contempt and the Company rehired the employee with back pay. | |||||||||
On October 5, 2005, the ALJ who conducted the hearing on CTI's appeal of the OSHA findings ruled in CTI's favor and recommended dismissal of the employee's complaint. Although the employee abandoned his position upon notice of the ALJ's decision, he nevertheless filed a request for review by the DOL Administrative Review Board ("ARB"). | |||||||||
In May 2006, the U.S. Court of Appeals for the Second Circuit vacated the order of the district court enforcing the Secretary's preliminary order of reinstatement and back pay. The employee also filed a new SOX retaliation complaint with OSHA based on alleged black listing action by CTI following his termination. OSHA dismissed the complaint and the employee filed a request for a hearing by an administrative law judge. Ultimately, the employee voluntarily dismissed the appeal. | |||||||||
In March 2008, the ARB issued an order of remand in the employee's appeal of the October 2005 dismissal of his termination complaint, directing the ALJ to clarify her analysis utilizing the burden-shifting standard articulated by the ARB. In January 2009, the ALJ issued a revised decision again recommending dismissal and once again the employee appealed the ruling to the ARB. On September 30, 2011, the ARB issued a final decision and order affirming the ALJ's decision on remand and dismissing the employee's complaint. The employee has appealed the ARB's decision before the U.S. Court of Appeals for the Second Circuit which has ordered the employee to file his opening brief by May 31, 2012. Response briefs by the Solicitor's Office of the U.S. Department of Labor and CTI were submitted in August 2012. In March 2013, the U.S Court of Appeals for the Second Circuit upheld the ARB's decision dismissing the former employee's complaint and denied the employee's appeal from that order. In April 2013, the Second Circuit terminated proceedings in that court. | |||||||||
John B. Nano vs. Competitive Technologies, Inc. - Arbitration (case completed ) - On September 3, 2010, the Board of Directors of CTI found cause consisting of violation of fiduciary duties to the Corporation and violation of the CTI Corporate Code of Conduct and removed John B. Nano as an Officer of the Corporation, in all capacities. On September 13, 2010, the Board of Directors also found cause consisting of violation of fiduciary duties to the Corporation and violation of the CTI Corporate Code of Conduct removed John B. Nano as a Director of the Corporation, in all capacities, for cause, consisting of violation of his fiduciary duties. Details of these actions are outlined in Form 8-K filings with the SEC on September 13, 2010, and September 17, 2010. Mr. Nano was previously the Chairman of the Board of Directors, President and Chief Executive Officer of CTI. | |||||||||
On September 13, 2010, Mr. Nano brought an arbitration claim to the American Arbitration Association against CTI. Mr. Nano's employment contract with the Company had called for arbitration, which Mr. Nano had demanded to resolve this conflict. Mr. Nano sought $750,000 that he claimed was owed under his contract and claimed that he had been terminated without cause. | |||||||||
On September 23, 2010 the Company was served notice that John B. Nano, CTI's former Chairman, President and CEO had filed a Notice of Application for Prejudgment Remedy/Claim of $750,000 and an Application for an Order Pendente Lite claiming we had breached Mr. Nano's employment contract with us. The applications were filed in the State of Connecticut Superior Court in Bridgeport, CT. In November 2010, the Company funded $750,000 as a Prejudgment Remedy held in escrow with the Company's counsel and has included this amount as restricted cash on the December 31, 2011 and December 31, 2010 balance sheets. The Company did not believe it was liable to the former Chairman, President and CEO, believing he was terminated for cause. The case proceeded through the arbitration process. The initial arbitration hearing began in April 2011; additional hearing dates were held in May and June 2011. In July 2011, each party submitted a summary limited in length stating their positions. | |||||||||
Prior to the conclusion of the arbitration hearings, the Company filed suit in Federal Court against the American Arbitration Association. The Company requested a temporary restraining order to halt the arbitration, which was denied by the court. The Company also requested a hearing before the court to review the arbitration proceedings. In August 2011, the American Arbitration Association's assigned arbitrator gave award to the Company's former Chairman, President and CEO, despite the Company's strongly held belief that the Board of Directors properly exercised its reasonable discretion under the employment agreement in finding that the former executive engaged in willful misconduct and gross negligence and that the executive's actions were cause for employment termination under the employment agreement and governing law. The former executive had requested a payment of $750,000, which he believed was due under his employment agreement. Following the notification of award, the former employee filed a motion with the State of Connecticut Superior Court in Bridgeport, CT to have the award confirmed. CTI followed with a motion to vacate the award. A hearing on those two motions was held before a judge in October 2011. | |||||||||
In January 2012, the judge denied the Company's motion to vacate the arbitration award in favor of its former CEO John B. Nano and granted Mr. Nano's application to confirm the award. Following the decision, CTI settled all disputes with its former Chairman and CEO John B. Nano. Pursuant to the settlement, CTI has released to Mr. Nano from escrow the $750,000 deposited by CTI following Mr. Nano's application for a prejudgment remedy. CTI paid an additional $25,000 as settlement of additional amounts of statutory interest. These amounts ($775,000) had been accrued at December 31, 2011. The settlement includes mutual general releases of any and all claims either party has or had against the other. The settlement agreement also includes a provision that neither CTI nor Mr. Nano would disparage the other. Should any such disparagement occur and litigation ensue, they further agreed that the prevailing party would be entitled to recover its costs and expenses, including reasonable attorney's fees. CTI's payments to Mr. Nano have been completed. | |||||||||
Unfair Trade Practices; U.S. District Court of Connecticut (Case completed) - In September 2011, the Company filed a complaint against an individual in U.S. District Court of Connecticut for (1) violation of the Connecticut Unfair Trade Practices Act, (2) tortious interference with business and economic expectancy, (3) libel and (4) injunctive relief. The complaint noted that the individual named in the civil action has, for more than a year, engaged in a systematic campaign to destroy the Company's trades and business, interfere with the Company's expectations and contracts and libel the Company by disseminating materially false and libelous statements about the Company on message boards throughout the Internet and otherwise. The Company sought punitive damages from the individual for his alleged unfair trade practices and wrongful interference with the Company's business. The case was concluded in March 2012. By the parties' stipulation settling the matter, the defendant agreed to cease his posting any statements on the Internet or publishing any statements elsewhere, orally or in writing, concerning CTI, CTI's officers, directors, and employees, the Calmare device, Marineo (the inventor of the Calmare device), or any other person or entity in connection with their purchase or use of the Calmare device. | |||||||||
Summary - We may be a party to other legal actions and proceedings from time to time. We are unable to estimate legal expenses or losses we may incur, if any, or possible damages we may recover, and we have not recorded any potential judgment losses or proceeds in our financial statements to date, with the exception of the accrued expenses related to the Nano case, previously disclosed. We record expenses in connection with these suits as incurred. | |||||||||
We believe that we carry adequate liability insurance, directors and officers insurance, casualty insurance, for owned or leased tangible assets, and other insurance as needed to cover us against potential and actual claims and lawsuits that occur in the ordinary course of our business. However, an unfavorable resolution of any or all matters, and/or our incurrence of significant legal fees and other costs to defend or prosecute any of these actions and proceedings may, depending on the amount and timing, have a material adverse effect on our consolidated financial position, results of operations or cash flows in a particular period. | |||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |
Dec. 31, 2013 | ||
RELATED PARTY TRANSACTIONS [Abstract] | ' | |
RELATED PARTY TRANSACTIONS | ' | |
17 | RELATED PARTY TRANSACTIONS | |
Our board of directors determined that when a director's services are outside the normal duties of a director, we compensate the director at the rate of $1,000 per day, plus expenses, which is the same amount we pay a director for attending a one-day Board meeting. We classify these amounts as consulting expenses, included in personnel and consulting expenses. | ||
At December 31, 2013, $2,618,000 of the outstanding Notes were payable to related parties; $2,518,000 to the chairman of our Board, Peter Brennan, and $100,000 to another director, Stan Yarbro. | ||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | |
Dec. 31, 2013 | ||
SUBSEQUENT EVENTS [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
18 | SUBSEQUENT EVENTS | |
Tonaquint | ||
During the first quarter of 2014 the Company executed a debt settlement agreement with Tonaquint related to the note and warrant described in Note 13. In summary, the Company and Tonaquint agreed to settle the warrant for $98,000 and the note and all related interest for $144,000 all to paid by April 18, 2014. | ||
Additional financing | ||
During the first quarter of 2014 the Company raised additional working capital of approximately $600,000 through the issuance of debt and equity instruments. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires that we make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosure of contingent assets and liabilities. Actual results could differ significantly from our estimates. | |
Revenue Recognition | ' |
Revenue Recognition | |
We earn revenue in two ways: retained royalties from licensing our clients' and our own technologies to our customer licensees, and sales of finished products. We record revenue when the terms of the sales arrangement are accepted by all parties including a fee that is fixed and determinable, delivery has occurred and our customer has taken title, and collectability is reasonably assured, net of sales tax. | |
Since 2011 the Company has taken greater control of the sales process. We are the primary obligor, responsible for delivering devices as well as for training our customers in the proper use of the device. We deal directly with customers, setting pricing and providing training; work directly with the inventor of the technology to develop specifications and any changes thereto and to select and contract with manufacturing partners; and retain significant credit risk for amounts billed to customers. Therefore, all product sales are recorded following a gross revenue methodology. | |
Revenue from foreign sources was not significant compared to total revenue in 2013 or 2012. | |
Retained royalties or distribution fees earned are of the following types: | |
Non-refundable, upfront license fee - We record our share of non-refundable, upfront license fees upon execution of a license, sublicense or distribution agreement. Once delivery is complete, and the fee is collected, we have no continuing obligation. No upfront fees were received during the years ended December 31, 2013 or 2012. | |
Royalty or per unit fees - The royalty or per unit rate is fixed in the license or distribution agreement, with the amount earned contingent upon our customer's usage of our technology or sale of our product. Some agreements may contain stipulated minimum monthly or annual fee payments to CTI. We determine the amount of revenue to record when we can estimate the amount earned for a period. We receive payment or royalty reports on a monthly, quarterly or semi-annual basis indicating usage or sales of licensed technologies or products to determine the revenue earned in the period. Revenue may fluctuate from one quarter to another based on receipt of reports from customers. | |
Royalty legal awards - We earn non-recurring revenues from royalty legal awards, principally from patent infringement actions filed on behalf of our clients and/or us. Patent infringement litigation cases generally occur when a customer or another party ignores our patent rights, or challenges the legal standing of our clients' or our technology rights. These cases, even if settled out of court, may take several years to complete, and the expenses may be borne by our clients, by us, or shared. We share royalty legal awards in accordance with the agreement we have with our clients, usually after reimbursing each party for their related legal expenses. We recognize royalty legal award revenue when our rights to litigation awards are final and unappealable and we have assurance of collecting those awards, or when we have collected litigation awards in cash from the adverse party, or by sale of our rights to another party without recourse, and we have no obligation or are very unlikely to be obligated to repay such collected amounts. Proceeds from cases settled out of court are recorded as retained royalties. | |
Legal awards in patent infringement cases usually include accrued interest through the date of payment, as determined by the court. The court awards interest for unpaid earned income. Interest may also be included in other settlements with customers. Interest included in an award or settlement is generally recorded as interest income when received. | |
Unless otherwise specified, we record all other revenue, as earned. | |
Concentration of Revenues | ' |
Concentration of Revenues | |
Total revenue consists of revenue from product sales, retained royalties, and other income. During the year ended December 31, 2013, we derived approximately $653,000 or 85% of total revenue from sales of our Calmare pain therapy medical device technology. An additional 4% of revenue derived indirectly from that technology through sales of supplies and training, rental payments and the sale of rental assets. Of this amount approximately $160,000 or 25% of total revenue from sales of our Calmare pain therapy medical device technology came from one customer in 2013. | |
During the year ended December 31, 2012, we derived approximately $913,000 or 85% of total revenue from sales of our Calmare pain therapy medical device technology. An additional 5% of revenue derived indirectly from that technology through sales of supplies and training, rental payments and the sale of rental assets. Of this amount approximately $120,000 or 13% of total revenue from sales of our Calmare pain therapy medical device technology came from one customer in 2012, and an additional $100,000 or 11% of total revenue from sales of our Calmare pain therapy medical device technology came from one other customer in 2012. | |
Expenses | ' |
Expenses | |
We recognize expenses related to evaluating, patenting and licensing inventions, and enforcing intellectual property rights in the period incurred. | |
Cost of product sales includes contractual payments to inventor and manufacturer relating to our Calmare pain therapy medical device. Expenses associated with shipping devices are also included in cost of product sales. | |
Selling expenses include commission expenses related to sales of inventory (Calmare devices) technologies, domestic and foreign patent legal filing, prosecution and maintenance expenses, net of reimbursements, royalty audits, and other direct costs | |
Personnel and consulting expenses include employee salaries and benefits, marketing and consulting expenses related to technologies and specific revenue initiatives, and other direct costs. | |
General and administrative expenses include directors' fees and expenses, public company related expenses, professional services, including financing, audit and legal services, rent and other general business and operating expenses. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The Company believes the carrying amounts of cash, accounts receivable, deferred revenue, preferred stock liability and note payable approximate fair value due to their short-term maturity. | |
Inventory | ' |
Inventory | |
Inventory consists of finished product of our pain therapy device. Inventory is stated at lower of cost (first in, first out) or market. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are carried at cost net of accumulated depreciation. Expenditures for normal maintenance and repair are charged to expense as incurred. The costs of depreciable assets are charged to operations on a straight-line basis over their estimated useful lives, three to five years for equipment, or the terms of the related lease for leasehold improvements. The cost and related accumulated depreciation or amortization of property and equipment are removed from the accounts upon retirement or other disposition, and any resulting gain or loss is reflected in earnings. | |
Impairment of Long-lived Assets | ' |
Impairment of Long-lived Assets | |
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the estimated fair value is less than the carrying amount of the asset, we record an impairment loss. If a quoted market price is available for the asset or a similar asset, we use it to determine estimated fair value. We re-evaluate the remaining useful life of the asset and adjust the useful life accordingly. There were no impairment indicators identified during the years ended December 31, 2013 and 2012. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for under an asset and a liability approach that requires recognition of deferred income tax assets and liabilities for the expected future consequences of events that have been recognized in the Company's consolidated financial statements and income tax returns. The Company provides a valuation allowance for deferred income tax assets when it is considered more likely than not that all or a portion of such deferred income tax assets will not be realized. | |
Net Income (Loss) Per Share | ' |
Net Income (Loss) Per Share | |
We calculate basic net income (loss) per share based on the weighted average number of common shares outstanding during the period without giving any effect to potentially dilutive securities. Net income (loss) per share, assuming dilution, is calculated giving effect to all potentially dilutive securities outstanding during the period. | |
Share-Based Compensation | ' |
Share-Based Compensation | |
The Company accounts for its share-based compensation in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 718 - "Compensation - Stock Compensation." Accordingly, the Company recognizes compensation expense equal to the fair value of the stock awards at the time of the grant over the requisite service period. | |
Our accounting for share-based compensation has resulted in our recognizing non-cash compensation expense related to stock options granted to employees, which is included in personnel and consulting expenses, and stock options granted to our directors, which is included in general and administrative expenses. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
No new accounting pronouncements issued or effective during the year ended December 31, 2013 has had or is expected to have a material impact on the consolidated financial statements. | |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
Reconciliation of Tax Rate | ' | ||||||||
A reconciliation of our effective income tax rate compared to the U.S. federal statutory rate is as follows: | |||||||||
Year ended | Year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Provision (benefit) at U.S. federal statutory rate | (35.0 | )% | (35.0 | )% | |||||
State provision (benefit), net of U.S. federal tax | (4.9 | ) | (4.8 | ) | |||||
Permanent differences | (0.3 | ) | (0.2 | ) | |||||
Other items | 5 | 5.2 | |||||||
Deferred tax valuation allowance | (35.2 | ) | (34.8 | ) | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets | ' | ||||||||
Net deferred tax assets consist of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Net federal and state operating loss carryforwards | $ | 15,748,253 | $ | 14,785,650 | |||||
Impairment of investments | 531,470 | 531,470 | |||||||
Other, net | 687,426 | 680,637 | |||||||
Deferred tax assets | 16,967,149 | 15,997,757 | |||||||
Valuation allowance | (16,967,149 | ) | (15,997,757 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Changes in the Valuation Allowance | ' | ||||||||
Changes in the valuation allowance were as follows: | |||||||||
Year ended | Year ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Balance, beginning of year | $ | 15,997,757 | $ | 14,651,435 | |||||
Change in temporary differences | 6,789 | 157,164 | |||||||
Change in net operating and capital losses | 962,603 | 1,189,158 | |||||||
Balance, end of year | $ | 16,967,149 | $ | 15,997,757 | |||||
NET_INCOME_LOSS_PER_COMMON_SHA1
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
NET INCOME (LOSS) PER COMMON SHARE [Abstract] | ' | ||||||||
Calculation of Net Earnings Per Share | ' | ||||||||
The following sets forth the denominator used in the calculations of basic net income (loss) per share and net income (loss) per share assuming dilution: | |||||||||
Year ended | Year ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Denominator for basic net income (loss) per share, weighted average shares outstanding | 16,977,027 | 15,007,852 | |||||||
Dilutive effect of common stock options | N/A | N/A | |||||||
Dilutive effect of Series C convertible preferred stock and convertible debt | N/A | N/A | |||||||
Denominator for net income (loss) per share, assuming dilution | 16,977,027 | 15,007,852 | |||||||
RECEIVABLES_Tables
RECEIVABLES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
RECEIVABLES [Abstract] | ' | ||||||||
Schedule of Receivables | ' | ||||||||
Receivables consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Calmare sales receivable | $ | 132,850 | $ | 212,774 | |||||
Royalties, net of allowance of $101,154 at December 31, 2013 and 2012 | 10,086 | - | |||||||
Other | 394 | 3,591 | |||||||
Total | $ | 143,330 | $ | 216,365 | |||||
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | ' | ||||||||
Schedule of Property and Equipment, Net | ' | ||||||||
Property and equipment, net, consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Property and equipment, gross | $ | 177,537 | $ | 189,633 | |||||
Accumulated depreciation and amortization | (169,931 | ) | (162,816 | ) | |||||
Property and equipment, net | $ | 7,606 | $ | 26,817 | |||||
AVAILABLEFORSALE_AND_EQUITY_SE1
AVAILABLE-FOR-SALE AND EQUITY SECURITIES (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
AVAILABLE-FOR-SALE AND EQUITY SECURITIES [Abstract] | ' | ||||||||||||||
Schedule of Available-for-Sale Securities | ' | ||||||||||||||
December 31, | December 31, | Number of | Type | ||||||||||||
2013 | 2012 | shares | |||||||||||||
Security Innovation, Inc. | - | - | 223,317 | Common stock | |||||||||||
Xion Pharmaceutical Corporation | - | - | 60 | Common stock | |||||||||||
PREPAID_EXPENSES_AND_OTHER_CUR1
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | ' | ||||||||
Schedule of Prepaid Expenses and Other Assets | ' | ||||||||
Prepaid expenses and other assets consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Prepaid insurance | $ | 16,802 | $ | 17,473 | |||||
Prepaid legal fees | - | 46,813 | |||||||
Other | 48,365 | 14,441 | |||||||
Prepaid expenses and other current assets | $ | 65,167 | $ | 78,727 | |||||
ACCRUED_EXPENSES_AND_OTHER_LIA1
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | ' | ||||||||
Schedule of Accrued Expenses and Other Liabilities | ' | ||||||||
Accrued expenses and other liabilities consist of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Royalties payable | $ | 127,708 | $ | 182,052 | |||||
Accrued audit fee | 82,141 | 80,000 | |||||||
Over advance, fees LSQ Funding | - | 77,464 | |||||||
Commissions payable | 21,975 | 48,722 | |||||||
Accrued interest payable | 216,518 | 85,184 | |||||||
Accrued consulting fees | 2,000 | 167,726 | |||||||
Other | 132,645 | 132,216 | |||||||
Accrued expenses and other liabilities, net | $ | 582,987 | $ | 773,364 | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ||||||||||||||||||
Schedule of Notes Payable | ' | ||||||||||||||||||
Notes payable as of December 31, 2013 consists of the following: | |||||||||||||||||||
Principal | Carrying | Cash | Common | Maturity | |||||||||||||||
Amount | Value | Interest | Stock | Date | |||||||||||||||
Rate | Conversion | ||||||||||||||||||
Price | |||||||||||||||||||
90 day Convertible Notes (Chairman of the Board) | $ | 2,518,000 | $ | 2,518,000 | 6 | % | $ | 1.05 | Various 2014 | ||||||||||
24 month Convertible Notes ($100,000 to Board member) | 225,000 | 225,000 | 6 | % | 1.05 | March 2014 - | |||||||||||||
Jun-14 | |||||||||||||||||||
Tonaquint 9% OID Convertible Notes and Warrants | 112,500 | 87,705 | 7 | % | 0.3 | May-14 | |||||||||||||
Southridge Convertible Note | 12,000 | 12,000 | None | 75% of closing bid | Jun-14 | ||||||||||||||
Series A1 15% OID Convertible Notes and Warrants | 149,412 | 81,415 | None | 0.2 | Aug-14 | ||||||||||||||
Series A2 15% OID Convertible Notes and Warrants | 134,236 | 69,571 | None | 0.25 | Sep-14 | ||||||||||||||
Notes Payable, gross | $ | 3,151,148 | 2,933,691 | ||||||||||||||||
Less LPA amount | (505,000 | ) | |||||||||||||||||
Notes Payable, net | $ | 2,488,691 | |||||||||||||||||
Schedule of 90 day Convertible Notes | ' | ||||||||||||||||||
The Company has issued 90-day notes payable to borrow funds from a director, now the chairman of our Board, as follows: | |||||||||||||||||||
2013 | $ | 1,208,000 | |||||||||||||||||
2012 | 1,210,000 | ||||||||||||||||||
2011 | 100,000 | ||||||||||||||||||
Total | $ | 2,518,000 | |||||||||||||||||
Tonaquint Original Issue Discount Convertible Notes And Warrants [Member] | ' | ||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ||||||||||||||||||
Schedule of Estimated Fair Value of Notes Assumptions | ' | ||||||||||||||||||
We estimated the fair value of each component on the issue date and the conversion date using a Black-Scholes pricing model with the following assumptions: | |||||||||||||||||||
Warrant - | Warrant - | Derivative - | Derivative - | ||||||||||||||||
16-Jul-13 | December 31, | 16-Jul-13 | December 31, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||||
Expected term | 5 years | 4.54 years | 0.83 years | 0.38 years | |||||||||||||||
Volatility | 124.51 | % | 139.93 | % | 192.87 | % | 230.46 | % | |||||||||||
Risk Free Rate | 1.38 | % | 1.75 | % | 0.1 | % | 0.7 | % | |||||||||||
Schedule of Proceeds of Notes Allocation | ' | ||||||||||||||||||
The proceeds of the Note were allocated to the three components as follows: | |||||||||||||||||||
Proceeds allocated | Value at December | ||||||||||||||||||
at issue date - July | 31, 2013 | ||||||||||||||||||
16, 2013 | |||||||||||||||||||
Tonaquint Note | $ | 57,400 | $ | 87,705 | |||||||||||||||
Tonaquint Warrant | $ | 26,076 | $ | 8,227 | |||||||||||||||
Embedded conversion option derivative liability | $ | 19,024 | $ | - | |||||||||||||||
Total | $ | 102,500 | $ | 95,932 | |||||||||||||||
Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | ' | ||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ||||||||||||||||||
Schedule of Estimated Fair Value of Notes Assumptions | ' | ||||||||||||||||||
We estimated the fair value of the warrants on the issue date using a Black-Scholes pricing model with the following assumptions: | |||||||||||||||||||
Warrants | Warrants | ||||||||||||||||||
(Tranche 1)- | (Tranche 2)- | ||||||||||||||||||
November 15, | December 30, | ||||||||||||||||||
2013 | 2013 | ||||||||||||||||||
Expected term | 2 years | 2 years | |||||||||||||||||
Volatility | 180.02 | % | 184.38 | % | |||||||||||||||
Risk Free Rate | 0.31 | % | 0.39 | % | |||||||||||||||
Schedule of Proceeds of Notes Allocation | ' | ||||||||||||||||||
The proceeds of the Notes were allocated to the components as follows: | |||||||||||||||||||
Proceeds allocated | |||||||||||||||||||
at issue date | |||||||||||||||||||
Private Offering Notes | $ | 120,313 | |||||||||||||||||
Private Offering Warrants | $ | 76,429 | |||||||||||||||||
Beneficial Conversion feature | 44,358 | ||||||||||||||||||
Total | $ | 241,100 | |||||||||||||||||
STOCKBASED_COMPENSATION_PLANS_
STOCK-BASED COMPENSATION PLANS (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||||||||||
Schedule of Assumptions used to Estimate Fair Value of Share Options | ' | ||||||||||||||||||||||||
We estimated the fair value of each option on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions: | |||||||||||||||||||||||||
Year ended | Year ended | ||||||||||||||||||||||||
December 31, 2013 | 31-Dec-12 | ||||||||||||||||||||||||
Dividend yield (1) | 0 | % | 0 | % | |||||||||||||||||||||
Expected volatility (2) | 99.2% - 110.2 | % | 86.7% - 87.1 | % | |||||||||||||||||||||
Risk-free interest rates (3) | 1.02 | % | 0.89 | % | |||||||||||||||||||||
Expected lives (2) | 2-5 years | 5 years | |||||||||||||||||||||||
-1 | We have not paid cash dividends on our common stock since 1981, and currently do not have plans to pay or declare cash dividends. Consequently, we used an expected dividend rate of zero for the valuations. | ||||||||||||||||||||||||
-2 | Estimated based on our historical experience. Volatility was based on historical experience over a period equivalent to the expected life in years. | ||||||||||||||||||||||||
-3 | Based on the U.S. Treasury constant maturity interest rate with a term consistent with the expected life of the options granted. | ||||||||||||||||||||||||
Summary of Stock Option Activity under Stock Options | ' | ||||||||||||||||||||||||
A summary of the status of all our common stock options as of December 31, 2013 and 2012, and changes during the periods then ended is presented below. | |||||||||||||||||||||||||
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||||||||||||||||||
Shares | Weighted | Aggregate | Shares | Weighted | Aggregate | ||||||||||||||||||||
Average | Intrinsic | Average | Intrinsic | ||||||||||||||||||||||
Exercise | Values | Exercise | Values | ||||||||||||||||||||||
Price | Price | ||||||||||||||||||||||||
Outstanding at beginning of period | 317,000 | $ | 1.85 | $ | 313,000 | $ | 2.11 | ||||||||||||||||||
Granted | 2,055,000 | 0.29 | 70,000 | 1.24 | |||||||||||||||||||||
Forfeited | (1,000,000 | ) | 0.5 | (66,000 | ) | 2.44 | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||||
Expired or terminated | - | - | |||||||||||||||||||||||
Outstanding at end of year | 1,372,000 | $ | 0.5 | $ | 240,750 | 317,000 | $ | 1.85 | |||||||||||||||||
Vested at end of year | 572,000 | $ | 1.1 | $ | 48,750 | 317,000 | $ | 1.85 | |||||||||||||||||
Nonvested at end of year | 800,000 | $ | 0.08 | $ | 192,000 | ||||||||||||||||||||
Weighted average fair value per share of options issued during the year | $ | 0.21 | $ | 1.18 | |||||||||||||||||||||
2011 Option Plan [Member] | ' | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||||||||||
Schedule of Stock Option Plan | ' | ||||||||||||||||||||||||
The following information relates to the 2011 Option Plan: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Common shares reserved for issuance on exercise of options | 1,165,000 | 110,000 | |||||||||||||||||||||||
Shares available for future option grants | 335,000 | 890,000 | |||||||||||||||||||||||
1997 Employee Stock Option Plan [Member] | ' | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||||||||||
Schedule of Stock Option Plan | ' | ||||||||||||||||||||||||
The following information relates to the 1997 Option Plan: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Common shares reserved for issuance on exercise of options | 87,000 | 87,000 | |||||||||||||||||||||||
Shares available for future option grants | - | - | |||||||||||||||||||||||
2000 Directors' Stock Option Plan [Member] | ' | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||||||||||
Schedule of Stock Option Plan | ' | ||||||||||||||||||||||||
The following information relates to the 2000 Directors' Stock Option Plan: | |||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Common shares reserved for issuance on exercise of options | 120,000 | 120,000 | |||||||||||||||||||||||
Shares available for future option grants | - | - | |||||||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||||||
Schedule of Future Minimum Rental Payments | ' | ||||||||
Future minimum rental payments required under operating leases with remaining non-cancelable lease terms as of December 31, 2013 are as follows: | |||||||||
More than 5 years | $ | - | |||||||
3-5 years | 13,076 | ||||||||
1-3 years | 153,279 | ||||||||
Within 1 year | 62,085 | ||||||||
Total | $ | 228,440 | |||||||
Schedule of Total Rental Expenses | ' | ||||||||
Total rental expense for all operating leases was: | |||||||||
Year ended | Year ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Minimum rental payments | $ | 60,038 | $ | 84,242 | |||||
Less: Sublease rentals | 3,594 | 7,188 | |||||||
Net rent expense | 56,444 | 77,054 | |||||||
Deferred rent charge | 5,248 | - | |||||||
$ | 61,692 | $ | 77,054 | ||||||
Supplemental_Disclosure_of_Non
Supplemental Disclosure of Non-cash Transactions (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||||
Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | 31-May-13 | Mar. 31, 2013 | Jan. 31, 2013 | Jul. 31, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Jul. 31, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Feb. 29, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Apr. 11, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | |
Liabilities Purchase Agreement [Member] | Equity and Liabilities Purchase Agreement [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | Common stock [Member] | |||||
Southridge [Member] | Southridge [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Prepaid Legal Expenses [Member] | Southridge [Member] | Cutler Law Group [Member] | Cutler Law Group [Member] | Liabilities Purchase Agreement [Member] | Equity and Liabilities Purchase Agreement [Member] | ||||||||||||||
Convertible promissory note [Member] | ||||||||||||||||||||||||||
Common stock issued to directors, shares | ' | ' | ' | ' | ' | ' | 66,118 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to directors | ' | ' | $34,102 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26,447 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, value of note converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000 | ' | ' | ' | ' |
Debt conversion, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,000 | ' | ' | ' | ' |
Common stock issued as part of equity purchase agreement and/or liability purchase agreement, shares | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 |
Common stock issued as part of equity purchase agreement and/or liability purchase agreement | ' | ' | 222,500 | ' | ' | 87,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,500 |
Allocation of proceeds from convertible note for the fair value of warrants and beneficial conversion feature to additional paid-in capital | ' | 120,787 | 120,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in accordance with liability purchase agreement, shares | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,618,235 | ' |
Common shares issued for legal services, shares | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Number of shares requested to be returned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 950,000 | ' | ' |
Number of shares to cure outstanding issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Number of shares not returned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Number of shares not accepted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' |
Allocation of note payable to warrant and conversion feature derivative liablility | 45,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfer of rental asset to inventory | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in accordance with escrow agreement, shares | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | 500,000 | 150,000 | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued to settle accounts payable and accrued expenses, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000 | 120,000 | 100,000 | 14,415 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued to settle accounts payable and accrued expenses | ' | ' | ' | $428,254 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | $3,178 | $111,100 | $17,154 | $96,822 | ' | ' | ' | ' | ' |
Shares issued, price per share | ' | ' | ' | ' | $0.35 | $0.35 | $0.40 | $0.20 | ' | $0.43 | ' | $0.83 | $0.83 | $1.11 | $1.19 | ' | ' | ' | ' | ' | ' | ' | ' | $0.18 | ' | ' |
BUSINESS_AND_BASIS_OF_PRESENTA1
BUSINESS AND BASIS OF PRESENTATION (Details) (USD $) | Dec. 31, 2013 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' |
Principal amount | $3,151,148 |
Carrying amount | 2,933,691 |
Promissory Notes [Member] | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' |
Principal amount | 3,151,000 |
Carrying amount | $2,934,000 |
Vector Vision, Inc. [Member] | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' |
Ownership percentage | 56.10% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equipment [Member] | Minimum [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Estimated useful life | '3 years | ' |
Equipment [Member] | Maximum [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Estimated useful life | '5 years | ' |
Calmare pain therapy medical device technology [Member] | Revenues [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Revenue | $653,000 | $913,000 |
Percentage of revenue | 85.00% | 85.00% |
Calmare pain therapy medical device technology [Member] | Revenues [Member] | Customer One [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Revenue | 160,000 | 120,000 |
Percentage of revenue | 25.00% | 13.00% |
Calmare pain therapy medical device technology [Member] | Revenues [Member] | Customer Two [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Revenue | ' | $100,000 |
Percentage of revenue | ' | 11.00% |
Calmare pain therapy medical device technology [Member] | Sales of supplies and training, rental payments and the sale of rental assets [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Percentage of revenue | 4.00% | 5.00% |
INCOME_TAXES_Reconciliation_of
INCOME TAXES (Reconciliation of Tax Rate) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Provision (benefit) at U.S. federal statutory rate | -35.00% | -35.00% |
State provision (benefit), net of U.S. federal tax | -4.90% | -4.80% |
Permanent differences | -0.30% | -0.20% |
Other items | 5.00% | 5.20% |
Deferred tax valuation allowance | -35.20% | -34.80% |
Effective income tax rate | 0.00% | 0.00% |
INCOME_TAXES_Net_Deferred_Tax_
INCOME TAXES (Net Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 |
Federal [Member] | State [Member] | ||||
Net deferred tax assets: | ' | ' | ' | ' | ' |
Net federal and state operating loss carryforwards | $15,748,253 | $14,785,650 | ' | ' | ' |
Impairment of investments | 531,470 | 531,470 | ' | ' | ' |
Other, net | 687,426 | 680,637 | ' | ' | ' |
Deferred tax assets | 16,967,149 | 15,997,757 | ' | ' | ' |
Valuation allowance | -16,967,149 | -15,997,757 | -14,651,435 | ' | ' |
Net deferred tax assets | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Net operating loss carryforwards | ' | ' | ' | 39,371,000 | 37,812,000 |
Net operating loss carryforwards, expiration date | ' | ' | ' | 31-Dec-33 | 31-Dec-33 |
Net operating loss carryforwards from exercise of stock options | $4,196,000 | ' | ' | ' | ' |
INCOME_TAXES_Changes_in_Valuat
INCOME TAXES (Changes in Valuation Allowance) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Change in temporary differences [Member] | Change in temporary differences [Member] | Change in net operating and capital losses [Member] | Change in net operating and capital losses [Member] | ||||
Valuation Allowance [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Balance, beginning of year | $16,967,149 | $15,997,757 | $14,651,435 | ' | ' | ' | ' |
Change in valuation allowance | ' | ' | ' | 6,789 | 157,164 | 962,603 | 1,189,158 |
Balance, end of year | $16,967,149 | $15,997,757 | $14,651,435 | ' | ' | ' | ' |
NET_INCOME_LOSS_PER_COMMON_SHA2
NET INCOME (LOSS) PER COMMON SHARE (Calculation of Net Income (Loss) Per Common Share) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
NET INCOME (LOSS) PER COMMON SHARE [Abstract] | ' | ' |
Denominator for basic net income (loss) per share, weighted average shares outstanding | 16,977,027 | 15,007,852 |
Dilutive effect of common stock options | ' | ' |
Dilutive effect of Series C convertible preferred stock and convertible debt | ' | ' |
Denominator for net income (loss) per share, assuming dilution | 16,977,027 | 15,007,852 |
NET_INCOME_LOSS_PER_COMMON_SHA3
NET INCOME (LOSS) PER COMMON SHARE (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Outstanding convertible debt | 2,934,000 | 1,535,000 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share | 1,372,000 | 317,000 |
Series C convertible preferred stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share | 375 | 375 |
SHAREHOLDERS_INTEREST_Details
SHAREHOLDERS' INTEREST (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 16, 2011 | Dec. 15, 2010 | Dec. 30, 2010 | Dec. 15, 2010 | Jun. 16, 2011 | Dec. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
5% Preferred stock [Member] | 5% Preferred stock [Member] | Series C convertible preferred stock [Member] | Series C convertible preferred stock [Member] | Series C convertible preferred stock [Member] | Series C convertible preferred stock [Member] | Promissory note [Member] | Promissory note [Member] | Southridge [Member] | William R. Waters, Ltd. of Canada [Member] | William R. Waters, Ltd. of Canada [Member] | Equity Purchase Agreement [Member] | Equity Purchase Agreement [Member] | Liabilities Purchase Agreement [Member] | Liabilities Purchase Agreement [Member] | Equity and Liabilities Purchase Agreement [Member] | |||
Series C convertible preferred stock [Member] | Series C convertible preferred stock [Member] | Series C convertible preferred stock [Member] | Series C convertible preferred stock [Member] | Southridge [Member] | Southridge [Member] | Southridge [Member] | Southridge [Member] | Southridge [Member] | ||||||||||
Convertible promissory note [Member] | Convertible note - LPA [Member] | |||||||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of stock to be purchased, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' |
Term of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' |
Percentage of shares outstanding owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.99% | ' | ' | ' | ' |
Principal Amount | 3,151,148 | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | 65,000 | ' | 12,000 | ' |
Debt conversion, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | ' | ' | ' | ' | 260,000 | ' | ' | ' |
Common stock issued in accordance with liability purchase agreement, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' |
Common stock issued as part of equity purchase agreement and/or liability purchase agreement, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Shares issued, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | $0.35 |
Common stock issued in accordance with liability purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' |
Common stock issued as part of equity purchase agreement and/or liability purchase agreement | 222,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87,500 |
Common stock issued in accordance with escrow agreement, shares | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cumulative dividend rate | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Preferential non-cumulative dividends (in dollars per share) | ' | ' | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption period | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption price (in dollars per share) | ' | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock liquidation preference price (in dollars per share) | ' | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend declared, date of record | ' | ' | 2-Dec-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trigger for issuance of dividends, percentage of outstanding common shares purchased | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | 35,920 | 35,920 | ' | 750 | 750 | ' | ' | ' | 750 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per shares) | ' | ' | $25 | $25 | ' | $1,000 | $1,000 | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | 2,427 | 2,427 | 350 | 375 | 375 | ' | ' | ' | ' | ' | 750 | ' | ' | ' | ' | ' |
Proceeds from preferred stock issued | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 375 | ' | ' | ' | ' | ' | ' |
Common stock issued upon preferred stock conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 315,126 | ' | ' | ' | ' | ' | ' |
Dividends declared | ' | ' | ' | ' | ' | 65,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared during year | ' | ' | ' | ' | ' | 18,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared and unpaid | ' | ' | ' | ' | ' | 46,952 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, voting rights | ' | ' | ' | ' | ' | 'Holders of these shares of Series C Convertible Preferred Stock shall have voting rights equivalent to 1,000 votes per $1,000 par value Series C Convertible Preferred share voted together with the shares of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount held in escrow | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, threshold percentage of stock price trigger | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' | ' | $80,408 | $119,926 | $81,933 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding (in shares) | ' | ' | 2,427 | 2,427 | ' | 375 | 375 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RECEIVABLES_Details
RECEIVABLES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
RECEIVABLES [Abstract] | ' | ' |
Calmare sales receivable | $132,850 | $212,774 |
Royalties, net of allowance of $101,154 at December 31, 2013 and 2012 | 10,086 | ' |
Other | 394 | 3,591 |
Total receivables | 143,330 | 216,365 |
Receivables, net of allowance | $101,154 | $101,154 |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | ' | ' |
Property and equipment, gross | $177,537 | $189,633 |
Accumulated depreciation and amortization | -169,931 | -162,816 |
Property and equipment, net | 7,606 | 26,817 |
Loss on disposal of property and equipment | ' | -4,818 |
Depreciation and amortization expense | $11,147 | $14,534 |
AVAILABLEFORSALE_AND_EQUITY_SE2
AVAILABLE-FOR-SALE AND EQUITY SECURITIES (Details) (USD $) | Dec. 31, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
NTRU [Member] | Security Innovation, Inc. [Member] | Security Innovation, Inc. [Member] | Xion Pharmaceutical Corporation [Member] | Xion Pharmaceutical Corporation [Member] | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Available-for-sale securities, fair value | $0 | ' | ' | ' | ' |
Number of shares held | 3,129,509 | 223,317 | ' | 60 | ' |
Percentage of shares outstanding owned | ' | ' | ' | 30.00% | ' |
FAIR_VALUE_MEASUREMEMENTS_Deta
FAIR VALUE MEASUREMEMENTS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant liability | $8,227 | ' |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | 80,000 | 120,000 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative liability | 0 | 19,000 |
Warrant liability | $8,000 | $26,000 |
PREPAID_EXPENSES_AND_OTHER_CUR2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | ' | ' |
Prepaid insurance | $16,802 | $17,473 |
Prepaid legal fees | ' | 46,813 |
Other | 48,365 | 14,441 |
Prepaid expenses and other current assets | $65,167 | $78,727 |
LIABILITIES_ASSIGNED_TO_LIABIL1
LIABILITIES ASSIGNED TO LIABILITY PURCHASE AGREEMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Liabilities Purchase Agreement [Member] | Liabilities Purchase Agreement [Member] | |||
Common stock [Member] | ||||
Liabilities Assigned To Liability Purchase Agreement [Line Items] | ' | ' | ' | ' |
Financial obligations to existing creditors | ' | ' | $2,100,000 | ' |
Liabilities under claims purchase agreement | $2,093,303 | ' | $2,093,303 | ' |
Common stock issued in accordance with liability purchase agreement, shares | ' | ' | ' | 1,618,235 |
ACCRUED_EXPENSES_AND_OTHER_LIA2
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | ' | ' |
Royalties payable | $127,708 | $182,052 |
Accrued audit fee | 82,141 | 80,000 |
Over advance, fees LSQ Funding | ' | 77,464 |
Commissions payable | 21,975 | 48,722 |
Accrued interest payable | 216,518 | 85,184 |
Accrued consulting fees | 2,000 | 167,726 |
Other | 132,645 | 132,216 |
Accrued expenses and other liabilities, net | 582,987 | 773,364 |
Accrued expenses and other liabilities - LPA | $244,000 | ' |
NOTES_PAYABLE_Schedule_of_Note
NOTES PAYABLE (Schedule of Notes Payable) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Jul. 16, 2013 | |
Composition of Notes Payable: | ' | ' |
Principal Amount | $3,151,148 | ' |
Notes Payable, gross | 2,933,691 | ' |
Less LPA amount | -505,000 | ' |
Notes Payable, net | 2,488,691 | ' |
90 day Convertible Notes (Chairman of the Board) [Member] | ' | ' |
Composition of Notes Payable: | ' | ' |
Principal Amount | 2,518,000 | ' |
Notes Payable, net | 2,518,000 | ' |
Cash Interest Rate | 6.00% | ' |
Common Stock Conversion Price | $1.05 | ' |
Matruity Date, narrative | 'Various 2014 | ' |
24 month Convertible Notes ($100,000 to Board member) [Member] | ' | ' |
Composition of Notes Payable: | ' | ' |
Principal Amount | 225,000 | ' |
Notes Payable, net | 225,000 | ' |
Cash Interest Rate | 6.00% | ' |
Common Stock Conversion Price | $1.05 | ' |
Maturity Date, starting date | 31-Mar-14 | ' |
Maturity Date, ending date | 30-Jun-14 | ' |
Notes Payable (Parenthetical): | ' | ' |
Due to Board Member | 100,000 | ' |
Tonaquint 9% OID Convertible Notes and Warrants [Member] | ' | ' |
Composition of Notes Payable: | ' | ' |
Principal Amount | 112,500 | 102,500 |
Notes Payable, net | 87,705 | ' |
Cash Interest Rate | 7.00% | ' |
Common Stock Conversion Price | $0.30 | ' |
Maturity Date | 31-May-14 | ' |
Notes Payable (Parenthetical): | ' | ' |
OID, yield percentage | 9.00% | ' |
Southridge Convertible Note [Member] | ' | ' |
Composition of Notes Payable: | ' | ' |
Principal Amount | 12,000 | ' |
Notes Payable, net | 12,000 | ' |
Cash Interest Rate | ' | ' |
Common Stock Conversion Price, narrative | '75% of closing bid | ' |
Maturity Date | 30-Jun-14 | ' |
Notes Payable (Parenthetical): | ' | ' |
Debt conversion, Common Stock Conversion Price, percent of closing bid | 75.00% | ' |
Series A1 15% OID Convertible Notes and Warrants [Member] | ' | ' |
Composition of Notes Payable: | ' | ' |
Principal Amount | 149,412 | ' |
Notes Payable, net | 81,415 | ' |
Cash Interest Rate | ' | ' |
Common Stock Conversion Price | $0.20 | ' |
Maturity Date | 31-Aug-14 | ' |
Notes Payable (Parenthetical): | ' | ' |
OID, yield percentage | 15.00% | ' |
Series A2 15% OID Convertible Notes and Warrants [Member] | ' | ' |
Composition of Notes Payable: | ' | ' |
Principal Amount | 134,236 | ' |
Notes Payable, net | $69,571 | ' |
Cash Interest Rate | ' | ' |
Common Stock Conversion Price | $0.25 | ' |
Maturity Date | 30-Sep-14 | ' |
Notes Payable (Parenthetical): | ' | ' |
OID, yield percentage | 15.00% | ' |
NOTES_PAYABLE_Summary_of_Issua
NOTES PAYABLE (Summary of Issuances of Notes Payable) (Details) (90 day Convertible Notes (Chairman of the Board) [Member], USD $) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
90 day Convertible Notes (Chairman of the Board) [Member] | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' |
Notes Payable, amount borrowed during period | $1,208,000 | $1,210,000 | $100,000 | $2,518,000 |
NOTES_PAYABLE_Summary_of_Fair_
NOTES PAYABLE (Summary of Fair Value Assumptions) (Details) | 1 Months Ended | |||||
Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Nov. 15, 2013 | Dec. 31, 2013 | |
Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Series A1 15% Original Issue Discount Convertible Notes and Warrants [Member] | Series A2 15% Original Issue Discount Convertible Notes and Warrants [Member] | |
Warrant [Member] | Warrant [Member] | Derivative [Member] | Derivative [Member] | Warrant [Member] | Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | ' | ' | ' | ' |
Expected term | '4 years 6 months 15 days | '5 years | '4 months 17 days | '9 months 29 days | '2 years | '2 years |
Volatility | 139.93% | 124.51% | 230.46% | 192.87% | 180.02% | 184.38% |
Risk Free Rate | 1.75% | 1.38% | 0.70% | 0.10% | 0.31% | 0.39% |
NOTES_PAYABLE_Schedule_of_Note1
NOTES PAYABLE (Schedule of Note Allocation) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 16, 2013 | Dec. 31, 2013 | Jul. 16, 2013 |
Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | |||
Proceeds allocated | ' | ' | ' | ' | ' | ' |
Proceeds allocated, Note | ' | ' | ' | $57,400 | ' | $120,313 |
Proceeds allocated, Warrants | ' | ' | ' | 26,076 | ' | 76,429 |
Proceeds allocated, Benevicial Conversion Feature | ' | ' | ' | 19,024 | ' | 44,358 |
Total | 3,151,148 | ' | 112,500 | 102,500 | 283,648 | 241,100 |
Value | ' | ' | ' | ' | ' | ' |
Value, Note | 2,488,691 | ' | 87,705 | ' | ' | ' |
Value, Warrant | 8,227 | ' | 8,227 | ' | ' | ' |
Value, Embedded conversion option derivative liability | ' | ' | ' | ' | ' | ' |
Total | ' | ' | $95,932 | ' | ' | ' |
NOTES_PAYABLE_Narrative_Detail
NOTES PAYABLE (Narrative) (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
90 day Convertible Notes [Member] | 24 month Convertible Notes [Member] | 24 month Convertible Notes [Member] | 24 month Convertible Notes [Member] | 24 month Convertible Notes [Member] | Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Tonaquint 9% Original Issue Discount Convertible Notes and Warrants [Member] | Southridge [Member] | Southridge [Member] | Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | Series A 15% Original Issue Discount Convertible Notes and Warrants [Member] | |||
Debt issuance, March 2012 [Member] | Debt issuance, April 2012 [Member] | Debt issuance, June 2012 [Member] | Debt issuance, EPA [Member] | Minimum [Member] | Maximum [Member] | ||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note issuance date | ' | ' | ' | 31-Mar-12 | 31-Mar-12 | 30-Apr-12 | 30-Jun-12 | 30-Sep-13 | ' | ' | ' | 31-Dec-13 | ' | ' | ' |
Notes payable, term | ' | ' | '90 days | '24 months | '24 months | '24 months | '24 months | ' | ' | '6 months | ' | ' | ' | ' | ' |
Interest rate | ' | ' | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 7.00% | ' | ' | ' | ' | ' | ' | ' |
Principal amount | $3,151,148 | ' | $2,518,000 | $225,000 | ' | ' | ' | $112,500 | $102,500 | $12,000 | $65,000 | $283,648 | $241,100 | ' | ' |
Conversion price | ' | ' | $1.05 | $1.05 | $1.05 | $1.05 | $1.05 | $0.30 | ' | ' | ' | ' | ' | $0.20 | $0.25 |
Notes payable, portion attributable to LPA | 505,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from notes payable | 1,549,100 | 1,700,200 | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | 241,100 | ' | ' | ' |
Debt discount | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | 42,548 | ' | ' | ' |
Transaction expenses | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' |
Note maturity date | ' | ' | ' | ' | ' | ' | ' | 31-May-14 | ' | 30-Jun-14 | ' | ' | ' | ' | ' |
Frequency of periodic payment | ' | ' | ' | ' | ' | ' | ' | 'monthly | ' | ' | ' | ' | ' | ' | ' |
Debt payments, start date | ' | ' | ' | ' | ' | ' | ' | 31-Jan-14 | ' | ' | ' | ' | ' | ' | ' |
Value of common stock called by warrant | ' | ' | ' | ' | ' | ' | ' | $112,500 | ' | ' | ' | ' | ' | ' | ' |
Number of shares called by warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,354 | ' | ' | ' |
Exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | $0.40 | $0.60 |
Term of warrant | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '2 years | ' | ' | ' |
Debt conversion, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,000 | ' | ' | ' | ' |
Debt conversion, Common Stock Conversion Price, percent of closing bid | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_PLANS_1
STOCK-BASED COMPENSATION PLANS (Stock Option Plans) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 25, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | |||
Personnel and Consulting Expenses [Member] | Personnel and Consulting Expenses [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | Director [Member] | Chairman [Member] | CEO [Member] | CEO [Member] | CEO [Member] | Minimum [Member] | Maximum [Member] | 2011 Option Plan [Member] | 2011 Option Plan [Member] | 2011 Option Plan [Member] | 1997 Employee Stock Option Plan [Member] | 1997 Employee Stock Option Plan [Member] | 1997 Employee Stock Option Plan [Member] | 1997 Employee Stock Option Plan [Member] | 2000 Directors' Stock Option Plan [Member] | 2000 Directors' Stock Option Plan [Member] | 2000 Directors' Stock Option Plan [Member] | 2000 Directors' Stock Option Plan [Member] | |||||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Director [Member] | Minimum [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuable when director is first elected | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' |
Shares issuable to director on first business day of January | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' |
Percentage of Fair Market Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% |
Options granted | ' | ' | 2,055,000 | 70,000 | ' | ' | ' | ' | 50,000 | 5,000 | 1,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period of stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' |
Options vested | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 5,000 | 200,000 | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options expired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum life of stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '10 years | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' | ' |
Maximum shares available for grants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares reserved for issuance on exercise of options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,165,000 | 110,000 | ' | 87,000 | 87,000 | ' | ' | 120,000 | 120,000 | ' | ' |
Shares available for future option grants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 335,000 | 890,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares vested | ' | ' | $116,365 | $138,630 | $84,550 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option compensation expense | 116,365 | 138,630 | ' | ' | ' | ' | 14,895 | 58,630 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental non-cash compensation | ' | ' | $16,920 | $80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_PLANS_2
STOCK-BASED COMPENSATION PLANS (Weighted Average Assumptions) (Details) (Common Stock Options [Member]) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Dividend yield | 0.00% | [1] | 0.00% | [1] |
Expected volatility, minimum | 99.20% | [2] | 86.70% | [2] |
Expected volatility, maximum | 110.20% | [2] | 87.10% | [2] |
Risk-free interest rate | 1.02% | [3] | 0.89% | [3] |
Expected lives | ' | '5 years | [2] | |
Minimum [Member] | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Expected lives | '2 years | [2] | ' | |
Maximum [Member] | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Expected lives | '5 years | [2] | ' | |
[1] | We have not paid cash dividends on our common stock since 1981, and currently do not have plans to pay or declare cash dividends. Consequently, we used an expected dividend rate of zero for the valuations. | |||
[2] | Estimated based on our historical experience. Volatility was based on historical experience over a period equivalent to the expected life in years. | |||
[3] | Based on the U.S. Treasury constant maturity interest rate with a term consistent with the expected life of the options granted. |
STOCKBASED_COMPENSATION_PLANS_3
STOCK-BASED COMPENSATION PLANS (Summary of Stock Option Activity) (Details) (Common Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Options [Member] | ' | ' |
Shares | ' | ' |
Outstanding at beginning of period | 317,000 | 313,000 |
Granted | 2,055,000 | 70,000 |
Forfeited | -1,000,000 | -66,000 |
Exercised | ' | ' |
Expired or terminated | ' | ' |
Outstanding at end of year | 1,372,000 | 317,000 |
Vested at end of year | 572,000 | 317,000 |
Nonvested at end of year | 800,000 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding at beginning of period | $1.85 | $2.11 |
Granted | $0.29 | $1.24 |
Forfeited | $0.50 | $2.44 |
Exercised | ' | ' |
Expired or terminated | ' | ' |
Outstanding at end of year | $0.50 | $1.85 |
Vested at end of year | $1.10 | $1.85 |
Nonvested at end of year | $0.08 | ' |
Weighted average fair value per share of options issued during the year | $0.21 | $1.18 |
Aggregate Intrinsic Values | ' | ' |
Outstanding at end of year | $240,750 | ' |
Vested at end of year | 48,750 | ' |
Nonvested at end of year | $192,000 | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 23, 2010 | Sep. 13, 2010 | Jan. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
John B. Nano vs. Competitive Technologies, Inc [Member] | John B. Nano vs. Competitive Technologies, Inc [Member] | John B. Nano vs. Competitive Technologies, Inc [Member] | John B. Nano vs. Competitive Technologies, Inc [Member] | VVI [Member] | VVI [Member] | Grant funding received in 1994 [Member] | Grant funding received in 1995 [Member] | |||
Supported Products [Member] | Licensing Supported Products [Member] | |||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funding repayment obligation | ' | ' | ' | ' | ' | ' | ' | ' | $165,788 | $199,334 |
Percentage of revenues obligation | 7.50% | ' | ' | ' | ' | ' | 1.50% | 15.00% | ' | ' |
Obligation recognized | 1,577 | 1,749 | ' | ' | ' | ' | ' | ' | ' | ' |
Finders' fee | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages sought | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' |
Amount (placed in) released from escrow | ' | 750,000 | -750,000 | ' | 750,000 | ' | ' | ' | ' | ' |
Additional damages paid to plaintiff as statutory interest | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' |
Accrued litigation costs | ' | ' | ' | ' | ' | 775,000 | ' | ' | ' | ' |
Total damages paid to plaintiff | ' | ' | ' | ' | $775,000 | ' | ' | ' | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Future Minimum Rental Payments) (Details) (USD $) | Dec. 31, 2013 |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
More than 5 years | ' |
3-5 years | 13,076 |
1-3 years | 153,279 |
Within 1 year | 62,085 |
Total | $228,440 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Total Rental Expense) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ' |
Minimum rental payments | $60,038 | $84,242 |
Less: Sublease rentals | 3,594 | 7,188 |
Net rent expense | 56,444 | 77,054 |
Deferred rent charge | 5,248 | ' |
Total rent expense | $61,692 | $77,054 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ' |
Director's service charges per day | $1,000 |
Notes payable to related parties | 2,618,000 |
Chairman [Member] | ' |
Related Party Transaction [Line Items] | ' |
Notes payable to related parties | 2,518,000 |
Board of Directors [Member] | ' |
Related Party Transaction [Line Items] | ' |
Notes payable to related parties | $100,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Event [Line Items] | ' |
Working capital raised through debt and equity issuances | $600,000 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Working capital raised through debt and equity issuances | 600,000 |
Subsequent Event [Member] | Tonaquint 9% OID Convertible Notes and Warrants [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt settlement, amount to settle Warrant | 98,000 |
Debt settlement, amount to settle debt principle and accrued interest | $144,000 |