Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Nov. 06, 2013 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Echo Therapeutics, Inc. | ' | ' |
Entity Central Index Key | '0001031927 | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $58,426,479 |
Entity Common Stock, Shares Outstanding | ' | 10,556,281 | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $6,068,469 | $3,747,210 |
Cash restricted pursuant to letters of credit | 657,463 | 407,463 |
Deferred financing costs, current portion | 968,004 | 968,004 |
Prepaid expenses and other current assets | 127,110 | 75,626 |
Total current assets | 7,821,046 | 5,198,303 |
Property and Equipment, at cost: | ' | ' |
Computer equipment | 323,489 | 367,854 |
Office and laboratory equipment (including assets under capitalized leases) | 716,531 | 732,296 |
Furniture and fixtures | 755,444 | 728,269 |
Manufacturing equipment | 111,980 | 156,435 |
Leasehold improvements | 825,589 | 818,939 |
Property and equipment, at cost | 2,733,033 | 2,803,793 |
Less-Accumulated depreciation and amortization | -1,146,135 | -1,165,398 |
Net property and equipment (including assets under capitalized leases) | 1,586,898 | 1,638,395 |
Other Assets: | ' | ' |
Intangible assets, net of accumulated amortization | 9,625,000 | 9,625,000 |
Deferred financing costs, net of current portion | 2,823,325 | 3,549,328 |
Other assets | 12,066 | 10,566 |
Total other assets | 12,460,391 | 13,184,894 |
Total assets | 21,868,335 | 20,021,592 |
Current Liabilities: | ' | ' |
Accounts payable | 1,551,092 | 2,319,219 |
Deferred revenue from licensing arrangements, current portion | 90,228 | 90,228 |
Capital lease obligation, current portion | 2,017 | 2,527 |
Derivative warrant liability | 979,155 | 5,585,141 |
Accrued expenses and other current liabilities | 1,595,920 | 1,581,448 |
Total current liabilities | 4,218,412 | 9,578,563 |
Capital lease obligation, net of current portion | ' | 1,361 |
Note payable, net of discount | ' | 120,834 |
Deferred revenue from licensing arrangements, net of current portion | 22,557 | 90,228 |
Total liabilities | 4,240,969 | 9,790,986 |
Convertible Preferred Stock: | ' | ' |
Series C, $0.01 par value, authorized 10,000 shares, issued and outstanding 9,974.185 shares at September 30, 2013 and December 31, 2012 | 100 | 100 |
Series D, $0.01 par value, authorized 3,600,000 shares, issued and outstanding 3,006,000 shares at September 30, 2013 and December 31, 2012 (preference in liquidation of $3,006,000) | 30,060 | 30,060 |
Common Stock, $0.01 par value, authorized 150,000,000 shares, issued and outstanding 10,699,990 and 4,437,346 shares at September 30, 2013 and December 31, 2012, respectively | 107,003 | 44,374 |
Additional paid-in capital | 126,958,986 | 104,058,087 |
Accumulated deficit | -109,468,783 | -93,902,015 |
Total stockholders' equity | 17,627,366 | 10,230,606 |
Total liabilities and stockholders' equity | $21,868,335 | $20,021,592 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders' Equity: | ' | ' |
Convertible Preferred Stock: Series C, par value | 0.01 | 0.01 |
Convertible Preferred Stock:Series C, authorized | 10,000 | 10,000 |
Convertible Preferred Stock:Series C, outstanding | 9,974.18 | 9,974.18 |
Convertible Preferred Stock:Series C, Share Issued | 9,974.18 | 9,974.18 |
Convertible Preferred Stock:Series D, par value | $0.01 | $0.01 |
Convertible Preferred Stock:Series D, authorized | 3,600,000 | 3,600,000 |
Convertible Preferred Stock:Series D, outstanding | 3,006,000 | 3,006,000 |
Convertible Preferred Stock:Series D, Share Issued | 3,006,000 | 3,006,000 |
Convertible Preferred Stock:Series D,preference in liquidation | 3,006,000 | 3,006,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized | ' | 150,000,000 |
Common stock, outstanding | 4,437,346 | 4,437,346 |
Common stock, Share Issued | 10,699,990 | 10,699,990 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Licensing revenue | $22,557 | $30,927 | $67,671 | $92,781 |
Total revenues | 22,557 | 30,927 | 67,671 | 92,781 |
Operating Expenses: | ' | ' | ' | ' |
Research and development | 2,756,005 | 2,139,465 | 9,994,877 | 5,731,417 |
Selling, general and administrative | 2,192,412 | 1,508,069 | 6,590,206 | 4,702,325 |
Total operating expenses | 4,948,417 | 3,647,534 | 16,585,083 | 10,433,742 |
Loss from operations | -4,925,860 | -3,616,607 | -16,517,412 | -10,340,961 |
Other Income (Expense): | ' | ' | ' | ' |
Interest income | 877 | 635 | 2,580 | 5,150 |
Interest expense | -242,062 | -89,123 | -3,657,921 | -89,407 |
Debt financing costs | ' | -160,000 | ' | -160,000 |
Loss on disposals of assets | ' | ' | ' | -21,272 |
Gain (loss) on revaluation of derivative warrant liability | -70,000 | -400,000 | 4,605,986 | 201,281 |
Other income (expense), net | -311,185 | -648,488 | 950,645 | -64,248 |
Net loss | ($5,237,045) | ($4,265,095) | ($15,566,767) | ($10,405,209) |
Net loss per common share, basic and diluted | ($0.49) | ($1.07) | ($2.06) | ($2.65) |
Basic and diluted weighted average common shares outstanding | 10,688,781 | 3,985,888 | 7,571,733 | 3,925,637 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($15,566,767) | ($10,405,209) |
Depreciation and amortization | 288,883 | 75,772 |
Share-based compensation, net | 908,983 | 920,251 |
Fair value of common stock and warrants issued for services | 89,970 | 118,465 |
Gain on revaluation of derivative warrant liability | -4,605,986 | -201,281 |
Amortization of discount on note payable | 2,879,166 | 5,556 |
Amortization of non-cash deferred financing costs | 726,003 | 80,667 |
Non-cash loss on disposals of assets | ' | 21,272 |
Non-cash debt financing costs | ' | 160,000 |
Accounts receivable | ' | 37,065 |
Prepaid expenses and other current assets | -51,484 | 99,041 |
Other assets | -1,500 | 9,999 |
Accounts payable | -768,127 | 664,190 |
Deferred revenue from licensing arrangements | -67,671 | -92,781 |
Accrued expenses and other liabilities | 14,472 | 637,633 |
Net cash used in operating activities | -16,154,058 | -7,869,360 |
Cash Flows from Investing Activities: | ' | ' |
Purchase of furniture, equipment and leasehold improvements | -237,387 | -985,158 |
Increase in restricted cash | -250,000 | -157,463 |
Net cash used in investing activities | -487,387 | -1,142,621 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from issuance of common stock, net of expenses | 21,964,575 | 6,667 |
Proceeds from Platinum note payable | ' | 1,000,000 |
Repayment of Platinum note payable | -3,000,000 | ' |
Principal payments for capital lease obligations | -1,871 | -1,694 |
Proceeds from exercise of warrants | ' | 212,017 |
Proceeds from exercise of stock options | ' | 195,260 |
Net cash provided by financing activities | 18,962,704 | 1,412,250 |
Net increase (decrease) in cash and cash equivalents | 2,321,259 | -7,599,731 |
Cash and cash equivalents, beginning of period | 3,747,210 | 8,995,571 |
Cash and cash equivalents, end of period | 6,068,469 | 1,395,840 |
Supplemental Disclosure of Cash Flow Information and Non Cash Financing Transactions: | ' | ' |
Cash paid for interest | 114,082 | 408 |
Reclassification of derivative warrant liability to additional paid-in capital | ' | 61,520 |
Fair value of common stock issued in connection with settlement agreement | ' | 208,000 |
Fair value of Commitment Warrant issued in connection with debt financing | ' | 4,840,000 |
Fair value of Draw Warrant issued for note payable recorded as discount | ' | 1,000,000 |
Fair value of Draw Warrant issued for note payable recorded s debt financing costs | ' | $160,000 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Note 1. ORGANIZATION AND BASIS OF PRESENTATION | ' |
We are a medical device company with expertise in advanced skin permeation technology. We are developing our Symphony® CGM System (“Symphony”) as a non-invasive, wireless continuous glucose monitoring (“CGM”) system for use in hospital critical care units. The Prelude® SkinPrep System (“Prelude”), a component of our Symphony CGM System, allows for enhanced skin permeation that will enable extraction of analytes such as glucose. Prelude’s platform skin preparation technology also allows for needle-free, transdermal drug delivery. | |
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sontra Medical, Inc., a Delaware corporation. All significant intercompany balances and transactions have been eliminated in consolidation. These financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States consistent with those applied in, and should be read in conjunction with, the Company’s audited consolidated financial statements and related footnotes for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on March 18, 2013. These financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of September 30, 2013 and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. These interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Certain amounts in prior periods have been reclassified to conform to current presentation. | |
On June 7, 2013, the Company effected a 1-for-10 reverse stock split of its common stock. All share and per share information has been retroactively restated to reflect this reverse stock split. | |
Liquidity and Management’s Plans | |
The accompanying consolidated financial statements have been prepared on a basis assuming that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2013, the Company had cash of approximately $6,068,000, working capital of approximately $3,603,000, and an accumulated deficit of approximately $109,469,000. The Company continues to incur recurring losses from operations. The Company will require additional capital to fund our product development, research, manufacturing and clinical programs in accordance with our current planned operations. Management intends to pursue additional financing to fund these operations and the Company has funded its operations in the past primarily through debt and equity issuances. Management believes that it will be successful in meeting the milestones required under their current financing arrangement, securing collaborative arrangements with strategic partners, and/or raising additional capital. No assurances can be given that additional capital will be available on terms acceptable to the Company. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
CASH
CASH | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Note 2. CASH | ' |
Cash and Cash Equivalents | |
As of September 30, 2013, the Company held approximately $6,068,000 in cash and cash equivalents. The Company’s cash equivalents consist solely of bank money market funds. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has never experienced any losses related to these balances. | |
Restricted Cash | |
As of September 30, 2013, restricted cash consists of two $250,000 letters of credit issued in favor of one of the Company’s key product development vendors and a $157,463 letter of credit issued in favor of one of its landlords. As of December 31, 2012, restricted cash consisted of one $250,000 letter of credit issued in favor of one of the Company’s key product development vendors and a $157,463 letter of credit issued in favor of one of its landlords. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||
Note 3. INTANGIBLE ASSETS | ' | |||||||||||||||||
The Company’s intangible assets are related to the acquisition of certain assets related to AzoneTS-based technology from Durham Pharmaceuticals Ltd. in 2007. Following the acquisition in 2007, the Company has modestly advanced the development programs for DurhalieveTM for the treatment of corticosteroid-responsive dermatoses and for the early stage AzoneTS reformulation drug candidates. Among other things, the Company has monitored stability on new drug formulations, worked on a complete response on the Durhalieve New Drug Application, met with the FDA on development status, assembled a response for the methotrexate-AzoneTS ‘end of Phase 2’ meeting with the FDA, engaged consultants to review and recommend new product candidates and formulations, and conducted partnering activities around the technology. In addition, the Company has made applicable regulatory filings necessary to maintain the active status of the AzoneTS Drug Master File, the Durhalieve and MAZ Investigational New Drug applications and the MAZ Orphan Drug application with the FDA. | ||||||||||||||||||
As of September 30, 2013 and 2012, intangible assets related to this Acquisition are summarized as follows: | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Estimated | Accumulated | |||||||||||||||||
Life | Cost | Amortization | Net | Net | ||||||||||||||
Contract related intangible asset: | ||||||||||||||||||
Cato Research discounted contract | 3 years | $ | 355,000 | $ | 355,000 | $ | — | $ | — | |||||||||
Technology related intangible assets: | ||||||||||||||||||
Patents for the AzoneTS-based product candidates and formulation | 4.5 years | 1,305,000 | — | 1,305,000 | 1,305,000 | |||||||||||||
Drug Master Files containing formulation, clinical and safety documentation used by the FDA | 4.5 years | 1,500,000 | — | 1,500,000 | 1,500,000 | |||||||||||||
In-process pharmaceutical products for 2 indications | 4.5 years | 6,820,000 | — | 6,820,000 | 6,820,000 | |||||||||||||
Total technology related intangible assets | 9,625,000 | — | 9,625,000 | 9,625,000 | ||||||||||||||
Total, net | $ | 9,980,000 | $ | 355,000 | $ | 9,625,000 | $ | 9,625,000 | ||||||||||
Intangible assets related to technology are expected to be amortized on a straight-line basis over the period ending 2019, when the underlying patents expire, and will commence upon revenue generation which the Company estimates could occur as early as the middle of 2015. The Cato Research contract included above was amortized over a three year period, which ended in 2010. | ||||||||||||||||||
Estimated amortization expense for each of the next five calendar years is as follows: | ||||||||||||||||||
Estimated | ||||||||||||||||||
Amortization | ||||||||||||||||||
Expense | ||||||||||||||||||
2013 | $ | — | ||||||||||||||||
2014 | — | |||||||||||||||||
2015 | 1,069,000 | |||||||||||||||||
2016 | 2,139,000 | |||||||||||||||||
2017 | 2,139,000 | |||||||||||||||||
In periodically reviewing the carrying value of intangible assets, the Company considered if there have been events or circumstances that would indicate that the carrying amount of the intangible assets may not be recoverable. If such events or circumstances existed, the Company performed an impairment test in accordance with FASB ASC 360-10. Under that standard, the first step in the impairment analysis is to compare the undiscounted cash flows to the carrying value of the intangibles. The project’s undiscounted cash flows exceeded the carrying value at each of the Company’s assessment dates following acquisition, including December 31, 2012. As a result, it was not necessary for the Company to conduct further analysis or to make a determination of the fair value of the intangible assets and thereby the Company concluded that there was no impairment. It is the Company’s policy to evaluate intangible assets for impairment at least annually in connection with its year end financial statement preparation. |
OPERATING_LEASE_COMMITMENTS
OPERATING LEASE COMMITMENTS | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Note 4. OPERATING LEASE COMMITMENTS | ' | ||||||||||||
The Company leases approximately 37,000 square feet of manufacturing, laboratory and office space in a single-story building located in Franklin, Massachusetts under a lease expiring October 31, 2017 and approximately 1,060 square feet of residential space as a corporate apartment in Franklin, Massachusetts under a lease expiring July 24, 2014. | |||||||||||||
The Company also leases approximately 7,900 square feet of corporate office space in a multi-story building located in Philadelphia, Pennsylvania under a lease expiring May 31, 2017. | |||||||||||||
Future minimum lease payments for each of the next 5 years under these operating leases are as follows: | |||||||||||||
Franklin | Philadelphia | Total | |||||||||||
For the period ending September 30, | |||||||||||||
2013 | $ | 113,000 | $ | 46,000 | $ | 159,000 | |||||||
2014 | 447,000 | 187,000 | 634,000 | ||||||||||
2015 | 444,000 | 192,000 | 636,000 | ||||||||||
2016 | 454,000 | 196,000 | 650,000 | ||||||||||
2017 | 382,000 | 82,000 | 464,000 | ||||||||||
Total | $ | 1,840,000 | $ | 703,000 | $ | 2,543,000 | |||||||
The Company’s facilities lease expense, including accruals for lease incentives, was approximately $141,000 and $56,000 for the three months ended September 30, 2013 and 2012, respectively, and $530,000 and $207,000 for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||
DERIVATIVE_WARRANT_LIABILITY
DERIVATIVE WARRANT LIABILITY | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 5. DERIVATIVE WARRANT LIABILITY | ' | ||||||||
At September 30, 2013 and December 31, 2012, the Company had outstanding warrants to purchase 1,050,454 and 1,254,004 shares of its Common Stock, respectively. Included in these outstanding warrants at September 30, 2013 and December 31, 2012 are warrants to purchase 700,000 and 736,015 shares, respectively, that are considered to be derivative financial instruments. The fair value of these derivative instruments at September 30, 2013 and December 31, 2012 was approximately $979,000 and $5,585,000, respectively, and is included in Derivative Warrant Liability, a current liability, in the Consolidated Balance Sheet. Changes in fair value of the derivative financial instruments are recognized in the Consolidated Statement of Operations as a gain or loss on revaluation of derivative warrant liability. The Loss on Revaluation of Derivative Warrant Liability for the three months ended September 30, 2013 was approximately $70,000. The Gain on Revaluation of Derivative Warrant Liability for the nine months ended September 31, 2013 was approximately $4,606,000. The Gain (Loss) on Revaluation of Derivative Warrant Liability for the three and nine months ended September 30, 2012 was approximately a loss of $400,000 and a gain of $201,281, respectively. | |||||||||
The Derivative Warrant Liability represents the risk exposure pertaining to the warrants and is based on the fair value of the underlying common stock and the Gain (Loss) on Revaluation of Derivative Warrant Liability is a result of the change in that fair value. For the three months ended September 30, 2013, no derivative warrants were exercised and none expired. For the nine months ended September 30, 2013, no derivative warrants were exercised and 45,164 expired. For the nine months ended September 30, 2012, 16,545 derivative warrants were exercised, which resulted in a reclassification of approximately $61,000 from the Derivative Warrant Liability to Additional Paid-in Capital. | |||||||||
The table below presents the changes in the Level 3 Derivative Warrant Liability measured for the nine months ended September 30, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Derivative Warrant Liability as of January 1 | $ | 5,585,141 | $ | 1,035,337 | |||||
Warrants issued under Montaur credit facility | — | 6,000,000 | |||||||
Total unrealized losses included in net loss (1) | 1,061,682 | 500,000 | |||||||
Total realized losses included in net loss(1) | — | 1,438 | |||||||
Total unrealized gains included in net loss (1) | (5,515,000 | ) | (595,038 | ) | |||||
Total realized gains included in net loss (1) | (152,668 | ) | (107,681 | ) | |||||
Reclassification of derivative warrant liability to additional paid-in capital for derivative warrants exercised | — | (61,520 | ) | ||||||
Derivative Warrant Liability as of September 30 | $ | 979,155 | $ | 6,772,536 | |||||
______________________ | |||||||||
(1) Included in Gain (Loss) on Revaluation of Derivative Warrant Liability in the Consolidated Statement of Operations. |
PREFERRED_STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Note 6. PREFERRED STOCK | ' |
The Company is authorized to issue up to 40,000,000 shares of preferred stock with such rights, preferences and privileges as are determined by the Board of Directors. | |
The Company has authorized 10,000 shares of Series C Preferred Stock (the “Series C Stock”), of which 9,974.185 shares were issued and outstanding as of September 30, 2013 and December 31, 2012. | |
Series D Convertible Preferred Stock | |
The Company has authorized 3,600,000 shares of Series D Convertible Preferred Stock (the “Series D Stock”), of which 3,006,000 shares were issued and outstanding as of September 30, 2013 and December 31, 2012. |
COMMON_STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Note 7. COMMON STOCK | ' |
The Company has authorized 150,000,000 shares of Common Stock, of which 10,699,990 and 4,437,346 shares were issued and outstanding as of September 30, 2013 and December 31, 2012, respectively. | |
January 2013 Financing | |
On January 31, 2013 and February 1, 2013, the Company entered into underwriting agreements (collectively, the “Underwriting Agreements”) with Aegis Capital Corp. (“Aegis”), as a representative of several underwriters, with respect to the issuance and sale in an underwritten public offering by the Company of an aggregate of 1,567,833 shares of the Company’s Common Stock (including 204,500 shares sold pursuant to the over-allotment option), at a price to the public of $7.50 per share. The net proceeds to the Company, after deducting the underwriting discount and other offering expenses payable by the Company, from the sale of the shares in the offering were approximately $10,626,000. Subsequent to the offering, the Company used a portion of the net proceeds of the offering to pay off the Promissory Note issued to Platinum-Montaur Life Sciences, LLC (“Montaur”) in connection with the $20 million non-revolving draw credit facility with Montaur. The Note will mature on August 31, 2017. See Note 13. | |
June 2013 Financing | |
On June 13, 2013, the Company entered into an underwriting agreement with Aegis, as a representative of several underwriters, with respect to the issuance and sale in an underwritten public offering by the Company of an aggregate of 4,628,750 shares of the Company’s Common Stock (including 603,750 shares sold pursuant to the over-allotment option), at a price to the public of $2.70 per share. The net proceeds to the Company, after deducting the underwriting discount and other offering expenses payable by the Company, from the sale of the shares in the offering were approximately $11,338,000. | |
Stock Issued in Exchange for Services | |
During the nine months ended September 30, 2013 and 2012, the Company issued 7,450 and 7,033 shares, respectively, of Common Stock with a fair value of $89,970 and $118,465, respectively, to vendors in exchange for their services. Expenses associated with these transactions were included in Selling, General and Administrative Expenses in the Consolidated Statements of Operations. |
EQUITY_COMPENSATION_PLANS
EQUITY COMPENSATION PLANS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||
Note 8. EQUITY COMPENSATION PLANS | ' | |||||||||||||
In March 2003, the Company’s shareholders approved its 2003 Stock Option and Incentive Plan (the “2003 Plan”). Pursuant to the 2003 Plan, the Company’s Board of Directors (or its committees and/or executive officers delegated by the Board of Directors) may grant incentive and nonqualified stock options, restricted stock, and other stock-based awards to the Company’s employees, officers, directors, consultants and advisors. As of September 30, 2013, there were 31,125 restricted shares of Common Stock issued and options to purchase an aggregate of 82,125 shares of Common Stock outstanding under the 2003 Plan and none are available for future grants due to the expiration of the 2003 Plan. | ||||||||||||||
In May 2008, the Company’s shareholders approved the 2008 Equity Compensation Plan (the “2008 Plan”). The 2008 Plan provides for grants of incentive stock options to employees and nonqualified stock options and restricted stock to employees, consultants and non-employee directors of the Company. In May 2013, the Company’s shareholders approved an amendment to the 2008 Plan to fix the maximum number of shares available under the 2008 Plan at 10,000,000 shares following shareholder approval of a 1-for-10 reverse stock split effective June 7, 2013. As of September 30, 2013, there were 155,761 restricted shares of Common Stock issued and options to purchase an aggregate of 394,011 shares of Common Stock outstanding under the 2008 Plan and 9,592,989 shares available for future grants. | ||||||||||||||
The following table shows the remaining shares available for future grants for each plan and outstanding shares: | ||||||||||||||
Equity Compensation Plans | ||||||||||||||
2003 Plan | 2008 Plan | |||||||||||||
Shares Available For Issuance | ||||||||||||||
Total reserved for stock options and restricted stock | 160,000 | 10,000,000 | ||||||||||||
Net restricted stock issued net of cancellations | (31,125 | ) | (320,978 | ) | ||||||||||
Stock options granted | (154,449 | ) | (326,750 | ) | ||||||||||
Add back options cancelled before exercise | 67,849 | 75,500 | ||||||||||||
Less shares no longer available due to Plan expiration | (42,275 | ) | — | |||||||||||
Remaining shares available for future grants at September 30, 2013 | — | 9,427,772 | ||||||||||||
Not Pursuant to a Plan | ||||||||||||||
Stock options granted | 154,449 | 326,750 | 310,000 | |||||||||||
Less: Stock options cancelled | (67,849 | ) | (75,500 | ) | (138,333 | ) | ||||||||
Stock options exercised | (35,600 | ) | (13,000 | ) | (66,667 | ) | ||||||||
Net shares outstanding before restricted stock | 51,000 | 238,250 | 105,000 | |||||||||||
Net restricted stock issued net of cancellations | 31,125 | 320,978 | 28,484 | |||||||||||
Outstanding shares at September 30, 2013 | 82,125 | 559,228 | 133,484 | |||||||||||
STOCK_OPTIONS
STOCK OPTIONS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Notes to Financial Statements | ' | |||||||||||||
Note 9. STOCK OPTIONS | ' | |||||||||||||
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model with certain assumptions noted below. Expected volatilities are based on historical volatility of the Common Stock using historical periods consistent with the expected term of the options. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercise and employee termination and forfeitures within the valuation model. The expected term of stock options granted under the Company’s stock plans is based on the average of the contractual term (generally 10 years) and the vesting period (generally 24 to 42 months). The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the option. | ||||||||||||||
The assumptions used principally for stock options granted to employees and members of the Company’s Board of Directors in the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||
2013 | 2012 | |||||||||||||
Risk-free interest rate | 0.13% - 1.89 | % | 0.94% - 2.05 | % | ||||||||||
Expected dividend yield | — | — | ||||||||||||
Expected term | 1 - 6.5 years | 6.5 years | ||||||||||||
Forfeiture rate (excluding fully vested stock options) | 15 | % | 15 | % | ||||||||||
Expected volatility | 129% - 141 | % | 129% - 137 | % | ||||||||||
A summary of stock option activity as of and for the nine months ended September 30, 2013 is as follows: | ||||||||||||||
Weighted- | Weighted- | |||||||||||||
Average | Average | Aggregate | ||||||||||||
Exercise | Remaining | Intrinsic | ||||||||||||
Shares | Price | Contractual | Value | |||||||||||
Stock Options | Term | |||||||||||||
Outstanding at January 1, 2013 | 343,334 | $ | 14.75 | |||||||||||
Granted | 78,250 | 4.43 | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited or expired | (71,916 | ) | 13.38 | |||||||||||
Outstanding at September 30, 2013 | 349,668 | $ | 12.45 | 5.80 years | $ | — | ||||||||
Exercisable at September 30, 2013 | 243,592 | $ | 11.34 | 4.86 years | $ | — | ||||||||
The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2013 was $3.37 per share. Share-based compensation expense related to stock options recognized in the nine months ended September 30, 2013 and 2012 was approximately $554,000 and $720,000, respectively. As of September 30, 2013, there was approximately $1,149,000 of total unrecognized compensation expense related to non-vested share-based option compensation arrangements. With the exception of the unrecognized share-based compensation related to certain restricted stock grants to officers and employees that contain performance conditions related to United States Food and Drug Administration (“FDA”) approval for Symphony or the sale of substantially all of the stock or assets of the Company (see Note 10 on Restricted Stock below), unrecognized compensation is expected to be recognized over the next four years. |
RESTRICTED_STOCK
RESTRICTED STOCK | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 10. RESTRICTED STOCK | ' | ||||||||
During the nine months ended September 30, 2013, the Company granted an aggregate of 64,088 restricted shares of Common Stock to certain officers, employees, directors and consultants of the Company. The grants were issued pursuant to the 2008 Plan. The grant date fair value of these restricted stock grants was approximately $313,000. Share-based compensation expense related to restricted stock recognized in the nine months ended September 30, 2013 and September 30, 2012 was approximately $355,000 and $200,000, respectively. | |||||||||
A summary of the Company’s non-vested restricted stock activity as of and for the nine months ended September 30, 2013, is as follows: | |||||||||
Restricted Stock | Weighted- | ||||||||
Average | |||||||||
Shares | Grant-Date | ||||||||
Fair Value | |||||||||
Non-vested at January 1, 2013 | 316,044 | $ | 16.6 | ||||||
Granted | 64,088 | 4.88 | |||||||
Vested | (33,042 | ) | 18.38 | ||||||
Forfeited | (24,500 | ) | 9.94 | ||||||
Non-vested at September 30, 2013 | 157,373 | $ | 14.4 | ||||||
Among the 322,590 shares of non-vested restricted stock, the various vesting criteria include the following: | |||||||||
· | 165,460 shares of restricted stock vest upon the FDA approval of Symphony or the sale of the Company or its assets; and | ||||||||
· | 157,130 shares of restricted stock vest over one to four years, at each of the anniversary dates of the grants. | ||||||||
As of September 30, 2013, there was approximately $863,000 of total unrecognized compensation expense related to non-vested share-based restricted stock arrangements granted pursuant to the Company’s equity compensation plans that vest over time in the foreseeable future. As of September 30, 2013, the Company cannot estimate the timing of completion of performance vesting requirements required by certain of these restricted stock grant arrangements. Compensation expense related to these restricted share grants will be recognized when the Company concludes that achievement of the performance vesting conditions is probable. |
WARRANTS
WARRANTS | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Notes to Financial Statements | ' | |||||||||
Note 11. WARRANTS | ' | |||||||||
At September 30, 2013, the Company had the following outstanding warrants: | ||||||||||
Number of | Exercise Price | Date of Expiration | ||||||||
Shares | ||||||||||
Exercisable | ||||||||||
Outstanding warrants accounted for as derivative warrant liability: | ||||||||||
Granted to debt holder | 400,000 | $ | 20 | 8/31/17 | ||||||
Granted to debt holder | 100,000 | 21.3 | 9/20/17 | |||||||
Granted to debt holder | 50,000 | 22.7 | 10/17/17 | |||||||
Granted to debt holder | 150,000 | 21.1 | 11/6/17 | |||||||
Total outstanding warrants accounted for as derivative warrant liability | 700,000 | |||||||||
Weighted average exercise price | $ | 20.61 | ||||||||
Weighted average time to expiration in years | 3.98 years | |||||||||
Outstanding warrants accounted for as equity: | ||||||||||
Granted to investors in private placement of preferred stock | 3,228 | $ | 10 | 9/30/13 | ||||||
Granted to investors in private placement of preferred stock | 19,834 | 15 | 10/28/13 | |||||||
Granted to investors in private placement of preferred stock | 39,000 | 7.5 | 2/28/14 | |||||||
Granted to vendor | 6,000 | 6 | 3/15/14 | |||||||
Granted to investors in private placement | 40,000 | 15.9 | 6/30/14 | |||||||
Granted to investors in private placement | 76,800 | 20 | 11/13/14 | |||||||
Granted to placement agent in private placement | 25,695 | 15 | 11/13/14 | |||||||
Granted to investors in private placement | 6,300 | 20 | 12/3/14 | |||||||
Granted to investors in private placement | 34,146 | 22.5 | 2/9/15 | |||||||
Granted to placement agents in private placement | 2,853 | 22.5 | 2/9/15 | |||||||
Granted to investor in private placement | 638 | 22.5 | 3/18/15 | |||||||
Granted to investors in private placement | 95,960 | 30 | 12/7/14 | |||||||
Total outstanding warrants accounted for as equity | 350,454 | |||||||||
Weighted average exercise price | $ | 20.17 | ||||||||
Weighted average time to expiration in years | 0.96 years | |||||||||
Totals for all warrants outstanding: | ||||||||||
Total | 1,050,454 | |||||||||
Weighted average exercise price | $ | 20.46 | ||||||||
Weighted average time to expiration in years | 2.97 years | |||||||||
A summary of warrant activity for the nine months ended September 30, 2013 is as follows: | ||||||||||
Weighted- | ||||||||||
Average | ||||||||||
Exercise | ||||||||||
Warrants | Shares | Price | ||||||||
Outstanding at January 1, 2013 | 1,254,004 | $ | 20.08 | |||||||
Granted | 9,175 | 12.6 | ||||||||
Exercised | — | — | ||||||||
Forfeited or expired | (212,725 | ) | 17.69 | |||||||
Outstanding at September 30, 2013 | 1,050,454 | $ | 20.46 | |||||||
Exercise of Common Stock Warrants | ||||||||||
During the nine months ended September 30, 2013, the Company issued no shares of its Common Stock upon the exercise of warrants. |
LICENSING_AND_OTHER_REVENUE
LICENSING AND OTHER REVENUE | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Note 12. LICENSING AND OTHER REVENUE | ' |
In 2009, the Company entered into a License Agreement with Handok Pharmaceuticals Co., Ltd. (“Handok”) pursuant to which the Company granted Handok a license to develop, use, market, sell and import Symphony for continuous glucose monitoring for use by medical facilities and/or individual consumers in South Korea (the “Handok License”). The Handok License has a minimum term of 10 years from the date of the first commercial sale of Symphony in South Korea. | |
The Company received a licensing fee of approximately $500,000 upon execution of the Handok License and the right to receive future milestone payments and royalties. The Company recognizes these upfront, nonrefundable payments as revenue on a straight-line basis over the contractual or estimated performance period. During the three months ended September 30, 2013 and 2012, the Company recorded approximately $23,000 and $31,000, respectively, of nonrefundable license revenue. During the nine months ended September 30, 2013 and 2012, the Company recorded approximately $68,000 and $93,000, respectively, of nonrefundable license revenue. As of September 30, 2013, approximately $90,000 of deferred revenue remains unrecognized, which will be recognized over the next 12 months and is shown as Deferred Revenue From Licensing Arrangements among current liabilities on the Consolidated Balance Sheet. Approximately $23,000 of the remaining deferred revenue will be recognized over the period subsequent to the next 12 months and is shown as Deferred Revenue From Licensing Arrangements among non-current liabilities. |
CREDIT_FACILITY_WITH_PLATINUMM
CREDIT FACILITY WITH PLATINUM-MONTAUR LIFE SCIENCES, LLC | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
NOTE 13. CREDIT FACILITY WITH PLATINUM-MONTAUR LIFE SCIENCES, LLC | ' |
On August 31, 2012, the Company and Montaur entered into a Loan Agreement (the “Loan Agreement”) pursuant to which Montaur made a non-revolving draw credit facility (the “Credit Facility”) of up to $20,000,000 available to the Company, a substantial portion of which is subject to the successful achievement of certain clinical and regulatory milestones set forth in the Loan Agreement, with an initial available principal amount of $5,000,000 (the “Maximum Draw Amount”). The Company issued to Montaur a Promissory Note dated August 31, 2012 (the “Note”), with a maturity date of five years from the date of closing (the “Maturity Date”). The Company has used the proceeds from the Credit Facility to fund operations. | |
The principal balance of each draw will bear interest from the applicable draw date at a rate of 10% per annum, compounded monthly. The Company is required to make interest payments on the principal amount due in connection with each draw on the first business day of each month until the Maturity Date. The Company is also required to make a mandatory prepayment on each interest payment date of an amount equal to one-third of its total revenue for the then prior fiscal quarter, up to the maximum amount outstanding under the Note at that time. The Company is not, however, required to make such interest payment or mandatory prepayment if doing so would reduce the Company’s cash and cash equivalents to less than $5,000,000. Any amounts not previously paid in full will be due and payable on the Maturity Date. The Company has the right to permanently prepay any draw, in whole or in part, prior to the Maturity Date. | |
The Company’s subsidiary, Sontra Medical, Inc. (“Sontra”), agreed to guarantee the obligations of the Company under the Note pursuant to a guaranty agreement entered into on August 31, 2012 (the “Guaranty”). Additionally, the Note is secured by the Pledged Revenue (as defined in the Loan Agreement) of the Company and the Company’s subsidiaries pursuant to a Security Agreement dated as of August 31, 2012 by and among the Company, Sontra and Montaur. Upon the earlier of the Maturity Date of the Note or an event of default, as defined in the Loan Agreement, the Note shall be secured by substantially all of the assets of the Company and any of its subsidiaries, which security interest shall not be effective until such event of default or maturity, pursuant to a Default Security Agreement dated August 31, 2012 by and among the Company, Sontra and Montaur. The Company also has agreed to pay all costs associated with registering the shares underlying the Warrants (should it choose to register such shares) and to indemnify Montaur from liability resulting from the registration of such shares (subject to certain standard exceptions) in accordance with a Registration Indemnity Agreement between the Company and Montaur. | |
Pursuant to the Loan Agreement, the Company issued Montaur a warrant to purchase 400,000 shares of its Common Stock, with a term of five years and an exercise price of $20.00 per share (the “Commitment Warrant”). The fair value of the warrant was determined to be approximately $4,840,000 and was recorded as a deferred financing cost that will be amortized to interest expense over the term of the Note. Of this cost, $968,004 is reflected in Current Assets, representing the portion which will be amortized over the next twelve months. Amortization of the deferred financing cost for the three and nine months ended September 30, 2013 was $242,000 and $726,000, respectively, and is included in interest expense. In addition, for each $1,000,000 of funds borrowed pursuant to the Credit Facility, the Company will issue Montaur a warrant to purchase 100,000 shares of Common Stock, with a term of five years and an exercise price equal to 150% of the market price of the Common Stock at the time of the draw, but in no event less than $20.00 or more than $40.00 per share (together with the Commitment Warrant, the “Warrants”). All of the Warrants are immediately exercisable and will have a term of five years from the issue date. The exercise price of the Warrants is subject to adjustment for stock splits, combinations or similar events. An exercise under the Warrants may not result in the holder beneficially owning more than 4.99% or 9.99%, as applicable, of all of the Common Stock outstanding at the time; provided, however, that a holder may waive the 4.99% ownership limitation upon sixty-one (61) days’ advance written notice to the Company. | |
On September 14, 2012, the Company submitted a draw request to Montaur in the amount of $3,000,000 in the form required by the Loan Agreement (the “September Request”). The Company ultimately received the $3,000,000 in the following increments: $1,000,000 on September 20, 2012, $500,000 on October 17, 2012, and $1,500,000 on November 6, 2012. These draws were recorded on the Consolidated Balance Sheet under note payable, net of the initial $3,000,000 in discounts recorded related to the warrants issued. In accordance with the Loan Agreement and as a result of funding received from Montaur, the Company issued to Montaur separate warrants concurrent with the three draws above to purchase 100,000, 50,000 and 150,000 shares of Common Stock, each with a term of five years, and having exercise prices of $21.30, $22.70 and $21.10 per share, respectively. The fair value of the warrants issued to purchase 300,000 shares of Common Stock was determined to be approximately $3,455,000, of which $3,000,000 was treated as a debt discount and was to be accreted to interest expense over the term of the Note, and the balance of approximately $455,000 was charged to interest expense in 2012. | |
On March 1, 2013, the Company elected to prepay all outstanding draws under the Credit Facility totaling $3,113,366, which includes interest accrued and unpaid to that date of $113,366. After such date, no principal amount is outstanding under the Credit Facility. Concurrent with this prepayment, the Company recorded non-cash interest expense of approximately $2,879,166 in March 2013 relating to the unamortized debt discount recorded at the original draws under the balance repaid. |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
NOTE 14. LITIGATION | ' |
In August 2013, a shareholder derivative action was filed in the Court of Common Pleas of Philadelphia County naming as defendant the Company, its directors and certain of its officers. The complaint seeks unspecified amount of damages and principally alleges breaches of fiduciary duty and gross mismanagement related to the Loan Agreement and the Company’s prepayment of the outstanding balance under the Montaur Promissory Note. Based on a preliminary review and analysis of the complaints, the Company believes that this lawsuit is without merit and intends to defend it vigorously. The Company is not presently able to estimate the potential losses, if any, related to this lawsuit. |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization And Basis Of Presentation Policies | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
We are a medical device company with expertise in advanced skin permeation technology. We are developing our Symphony® CGM System (“Symphony”) as a non-invasive, wireless continuous glucose monitoring (“CGM”) system for use in hospital critical care units. The Prelude® SkinPrep System (“Prelude”), a component of our Symphony CGM System, allows for enhanced skin permeation that will enable extraction of analytes such as glucose. Prelude’s platform skin preparation technology also allows for needle-free, transdermal drug delivery. | |
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sontra Medical, Inc., a Delaware corporation. All significant intercompany balances and transactions have been eliminated in consolidation. These financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States consistent with those applied in, and should be read in conjunction with, the Company’s audited consolidated financial statements and related footnotes for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on March 18, 2013. These financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of September 30, 2013 and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. These interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Certain amounts in prior periods have been reclassified to conform to current presentation. | |
On June 7, 2013, the Company effected a 1-for-10 reverse stock split of its common stock. All share and per share information has been retroactively restated to reflect this reverse stock split. | |
LIQUIDITY AND MANAGEMENT'S PLAN | ' |
Liquidity and Management’s Plans | |
The accompanying consolidated financial statements have been prepared on a basis assuming that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2013, the Company had cash of approximately $6,068,000, working capital of approximately $3,603,000, and an accumulated deficit of approximately $109,469,000. The Company continues to incur recurring losses from operations. The Company will require additional capital to fund our product development, research, manufacturing and clinical programs in accordance with our current planned operations. Management intends to pursue additional financing to fund these operations and the Company has funded its operations in the past primarily through debt and equity issuances. Management believes that it will be successful in meeting the milestones required under their current financing arrangement, securing collaborative arrangements with strategic partners, and/or raising additional capital. No assurances can be given that additional capital will be available on terms acceptable to the Company. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Intangible Assets Tables | ' | |||||||||||||||||
Intangible assets | ' | |||||||||||||||||
As of September 30, 2013 and 2012, intangible assets related to this Acquisition are summarized as follows: | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Estimated | Accumulated | |||||||||||||||||
Life | Cost | Amortization | Net | Net | ||||||||||||||
Contract related intangible asset: | ||||||||||||||||||
Cato Research discounted contract | 3 years | $ | 355,000 | $ | 355,000 | $ | — | $ | — | |||||||||
Technology related intangible assets: | ||||||||||||||||||
Patents for the AzoneTS-based product candidates and formulation | 4.5 years | 1,305,000 | — | 1,305,000 | 1,305,000 | |||||||||||||
Drug Master Files containing formulation, clinical and safety documentation used by the FDA | 4.5 years | 1,500,000 | — | 1,500,000 | 1,500,000 | |||||||||||||
In-process pharmaceutical products for 2 indications | 4.5 years | 6,820,000 | — | 6,820,000 | 6,820,000 | |||||||||||||
Total technology related intangible assets | 9,625,000 | — | 9,625,000 | 9,625,000 | ||||||||||||||
Total, net | $ | 9,980,000 | $ | 355,000 | $ | 9,625,000 | $ | 9,625,000 | ||||||||||
Amortization expense | ' | |||||||||||||||||
Estimated amortization expense for each of the next five calendar years is as follows: | ||||||||||||||||||
Estimated | ||||||||||||||||||
Amortization | ||||||||||||||||||
Expense | ||||||||||||||||||
2013 | $ | — | ||||||||||||||||
2014 | — | |||||||||||||||||
2015 | 1,069,000 | |||||||||||||||||
2016 | 2,139,000 | |||||||||||||||||
2017 | 2,139,000 | |||||||||||||||||
OPERATING_LEASE_COMMITMENTS_Ta
OPERATING LEASE COMMITMENTS (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Operating Lease Commitments Tables | ' | ||||||||||||
Future minimum lease payments | ' | ||||||||||||
Future minimum lease payments for each of the next 5 years under these operating leases are as follows: | |||||||||||||
Franklin | Philadelphia | Total | |||||||||||
For the period ending September 30, | |||||||||||||
2013 | $ | 113,000 | $ | 46,000 | $ | 159,000 | |||||||
2014 | 447,000 | 187,000 | 634,000 | ||||||||||
2015 | 444,000 | 192,000 | 636,000 | ||||||||||
2016 | 454,000 | 196,000 | 650,000 | ||||||||||
2017 | 382,000 | 82,000 | 464,000 | ||||||||||
Total | $ | 1,840,000 | $ | 703,000 | $ | 2,543,000 | |||||||
DERIVATIVE_WARRANT_LIABILITY_T
DERIVATIVE WARRANT LIABILITY (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Warrant Liability Tables | ' | ||||||||
Derivative warrant liability | ' | ||||||||
2013 | 2012 | ||||||||
Derivative Warrant Liability as of January 1 | $ | 5,585,141 | $ | 1,035,337 | |||||
Warrants issued under Montaur credit facility | — | 6,000,000 | |||||||
Total unrealized losses included in net loss (1) | 1,061,682 | 500,000 | |||||||
Total realized losses included in net loss(1) | — | 1,438 | |||||||
Total unrealized gains included in net loss (1) | (5,515,000 | ) | (595,038 | ) | |||||
Total realized gains included in net loss (1) | (152,668 | ) | (107,681 | ) | |||||
Reclassification of derivative warrant liability to additional paid-in capital for derivative warrants exercised | — | (61,520 | ) | ||||||
Derivative Warrant Liability as of September 30 | $ | 979,155 | $ | 6,772,536 | |||||
__________________ | |||||||||
(1) Included in Gain (Loss) on Revaluation of Derivative Warrant Liability in the Consolidated Statement of Operations. |
EQUITY_COMPENSATION_PLANS_Tabl
EQUITY COMPENSATION PLANS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||
Share based compensation options | ' | |||||||||||||
The following table shows the remaining shares available for future grants for each plan and outstanding shares: | ||||||||||||||
Equity Compensation Plans | ||||||||||||||
2003 Plan | 2008 Plan | |||||||||||||
Shares Available For Issuance | ||||||||||||||
Total reserved for stock options and restricted stock | 160,000 | 10,000,000 | ||||||||||||
Net restricted stock issued net of cancellations | (31,125 | ) | (320,978 | ) | ||||||||||
Stock options granted | (154,449 | ) | (326,750 | ) | ||||||||||
Add back options cancelled before exercise | 67,849 | 75,500 | ||||||||||||
Less shares no longer available due to Plan expiration | (42,275 | ) | — | |||||||||||
Remaining shares available for future grants at September 30, 2013 | — | 9,427,772 | ||||||||||||
Not Pursuant to a Plan | ||||||||||||||
Stock options granted | 154,449 | 326,750 | 310,000 | |||||||||||
Less: Stock options cancelled | (67,849 | ) | (75,500 | ) | (138,333 | ) | ||||||||
Stock options exercised | (35,600 | ) | (13,000 | ) | (66,667 | ) | ||||||||
Net shares outstanding before restricted stock | 51,000 | 238,250 | 105,000 | |||||||||||
Net restricted stock issued net of cancellations | 31,125 | 320,978 | 28,484 | |||||||||||
Outstanding shares at September 30, 2013 | 82,125 | 559,228 | 133,484 | |||||||||||
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stock Options Tables | ' | |||||||||||||
Assumption used for stock option granted | ' | |||||||||||||
2013 | 2012 | |||||||||||||
Risk-free interest rate | 0.13% - 1.89 | % | 0.94% - 2.05 | % | ||||||||||
Expected dividend yield | — | — | ||||||||||||
Expected term | 1 - 6.5 years | 6.5 years | ||||||||||||
Forfeiture rate (excluding fully vested stock options) | 15 | % | 15 | % | ||||||||||
Expected volatility | 129% - 141 | % | 129% - 137 | % | ||||||||||
Stock option activity | ' | |||||||||||||
Weighted- | Weighted- | |||||||||||||
Average | Average | Aggregate | ||||||||||||
Exercise | Remaining | Intrinsic | ||||||||||||
Shares | Price | Contractual | Value | |||||||||||
Stock Options | Term | |||||||||||||
Outstanding at January 1, 2013 | 343,334 | $ | 14.75 | |||||||||||
Granted | 78,250 | 4.43 | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited or expired | (71,916 | ) | 13.38 | |||||||||||
Outstanding at September 30, 2013 | 349,668 | $ | 12.45 | 5.80 years | $ | — | ||||||||
Exercisable at September 30, 2013 | 243,592 | $ | 11.34 | 4.86 years | $ | — |
RESTRICTED_STOCK_Tables
RESTRICTED STOCK (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Nonvested restricted stock activity | ' | ||||||||
A summary of the Company’s non-vested restricted stock activity as of and for the nine months ended September 30, 2013, is as follows: | |||||||||
Restricted Stock | Weighted- | ||||||||
Average | |||||||||
Shares | Grant-Date | ||||||||
Fair Value | |||||||||
Non-vested at January 1, 2013 | 316,044 | $ | 16.6 | ||||||
Granted | 64,088 | 4.88 | |||||||
Vested | (33,042 | ) | 18.38 | ||||||
Forfeited | (24,500 | ) | 9.94 | ||||||
Non-vested at September 30, 2013 | 157,373 | $ | 14.4 |
WARRANTS_Tables
WARRANTS (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Warrants Tables | ' | |||||||||
Outstanding Warrants | ' | |||||||||
Number of | Exercise Price | Date of Expiration | ||||||||
Shares | ||||||||||
Exercisable | ||||||||||
Outstanding warrants accounted for as derivative warrant liability: | ||||||||||
Granted to debt holder | 400,000 | $ | 20 | 8/31/17 | ||||||
Granted to debt holder | 100,000 | 21.3 | 9/20/17 | |||||||
Granted to debt holder | 50,000 | 22.7 | 10/17/17 | |||||||
Granted to debt holder | 150,000 | 21.1 | 11/6/17 | |||||||
Total outstanding warrants accounted for as derivative warrant liability | 700,000 | |||||||||
Weighted average exercise price | $ | 20.61 | ||||||||
Weighted average time to expiration in years | 3.98 years | |||||||||
Outstanding warrants accounted for as equity: | ||||||||||
Granted to investors in private placement of preferred stock | 3,228 | $ | 10 | 9/30/13 | ||||||
Granted to investors in private placement of preferred stock | 19,834 | 15 | 10/28/13 | |||||||
Granted to investors in private placement of preferred stock | 39,000 | 7.5 | 2/28/14 | |||||||
Granted to vendor | 6,000 | 6 | 3/15/14 | |||||||
Granted to investors in private placement | 40,000 | 15.9 | 6/30/14 | |||||||
Granted to investors in private placement | 76,800 | 20 | 11/13/14 | |||||||
Granted to placement agent in private placement | 25,695 | 15 | 11/13/14 | |||||||
Granted to investors in private placement | 6,300 | 20 | 12/3/14 | |||||||
Granted to investors in private placement | 34,146 | 22.5 | 2/9/15 | |||||||
Granted to placement agents in private placement | 2,853 | 22.5 | 2/9/15 | |||||||
Granted to investor in private placement | 638 | 22.5 | 3/18/15 | |||||||
Granted to investors in private placement | 95,960 | 30 | 12/7/14 | |||||||
Total outstanding warrants accounted for as equity | 350,454 | |||||||||
Weighted average exercise price | $ | 20.17 | ||||||||
Weighted average time to expiration in years | 0.96 years | |||||||||
Totals for all warrants outstanding: | ||||||||||
Total | 1,050,454 | |||||||||
Weighted average exercise price | $ | 20.46 | ||||||||
Weighted average time to expiration in years | 2.97 years | |||||||||
Warrant Activity | ' | |||||||||
Weighted- | ||||||||||
Average | ||||||||||
Exercise | ||||||||||
Warrants | Shares | Price | ||||||||
Outstanding at January 1, 2013 | 1,254,004 | $ | 20.08 | |||||||
Granted | 9,175 | 12.6 | ||||||||
Exercised | — | — | ||||||||
Forfeited or expired | (212,725 | ) | 17.69 | |||||||
Outstanding at September 30, 2013 | 1,050,454 | $ | 20.46 |
ORGANIZATION_AND_BASIS_OF_PRES2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) (USD $) | 3 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | |
Organization And Basis Of Presentation | ' | ' | ' | ' |
Reverse stock split ratio | '1-for-10 | ' | ' | ' |
Liquidity and Management's Plans | ' | ' | ' | ' |
Cash | $6,068,469 | $3,747,210 | $1,395,840 | $8,995,571 |
Working capital deficit | 3,603,000 | ' | ' | ' |
Accumulated deficit | $109,469,000 | ' | ' | ' |
CASH_Details_Narrative
CASH (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
Cash And Cash Equivalents | ' | ' | ' | ' |
Cash and cash equivalents | $6,068,469 | $3,747,210 | $1,395,840 | $8,995,571 |
ProductDevelopment [Member] | ' | ' | ' | ' |
Cash And Cash Equivalents | ' | ' | ' | ' |
Letter of credit | 250,000 | 250,000 | ' | ' |
Product Development 2 [Member] | ' | ' | ' | ' |
Cash And Cash Equivalents | ' | ' | ' | ' |
Letter of credit | 250,000 | ' | ' | ' |
Landlord [Member] | ' | ' | ' | ' |
Cash And Cash Equivalents | ' | ' | ' | ' |
Letter of credit | $157,463 | $157,463 | ' | ' |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $9,980,000 | ' |
Accumulated Amortization | 355,000 | ' |
Total | 9,625,000 | 9,625,000 |
Estimated amortization expense | ' | ' |
2013 | ' | ' |
2014 | ' | ' |
2015 | 1,069,000 | ' |
2016 | 2,139,000 | ' |
2017 | 2,139,000 | ' |
ResearchMember | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 355,000 | ' |
Accumulated Amortization | 355,000 | ' |
Total | ' | ' |
PatentsMember | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,305,000 | ' |
Accumulated Amortization | ' | ' |
Total | 1,305,000 | ' |
DrugMember | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,500,000 | ' |
Accumulated Amortization | ' | ' |
Total | 1,500,000 | ' |
PharmaceuticalMember | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 6,820,000 | ' |
Accumulated Amortization | ' | ' |
Total | 6,820,000 | ' |
PatentedTechnologyMember | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 9,625,000 | ' |
Accumulated Amortization | ' | ' |
Total | 9,625,000 | ' |
IntangibleassetsMember | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 9,980,000 | ' |
Accumulated Amortization | 355,000 | ' |
Total | $9,625,000 | ' |
OPERATING_LEASE_COMMITMENTS_De
OPERATING LEASE COMMITMENTS (Details) (USD $) | Sep. 30, 2013 |
OPERATING LEASE COMMITMENTS | ' |
Period Ending September 30, 2013 | $159,000 |
Period Ending September 30, 2014 | 634,000 |
Period Ending September 30, 2015 | 636,000 |
Period Ending September 30, 2016 | 650,000 |
Period Ending September 30, 2017 | 464,000 |
Total | 2,543,000 |
Franklin [Member] | ' |
OPERATING LEASE COMMITMENTS | ' |
Period Ending September 30, 2013 | 113,000 |
Period Ending September 30, 2014 | 447,000 |
Period Ending September 30, 2015 | 444,000 |
Period Ending September 30, 2016 | 454,000 |
Period Ending September 30, 2017 | 382,000 |
Total | 1,840,000 |
Philadelphia [Member] | ' |
OPERATING LEASE COMMITMENTS | ' |
Period Ending September 30, 2013 | 46,000 |
Period Ending September 30, 2014 | 187,000 |
Period Ending September 30, 2015 | 192,000 |
Period Ending September 30, 2016 | 196,000 |
Period Ending September 30, 2017 | 82,000 |
Total | $703,000 |
OPERATING_LEASE_COMMITMENTS_De1
OPERATING LEASE COMMITMENTS (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Operating Lease Commitments | ' | ' | ' | ' |
Facilities lease expense | $141,000 | $56,000 | $530,000 | $207,000 |
Manfc Lab Office [Member] | ' | ' | ' | ' |
Operating Lease Commitments | ' | ' | ' | ' |
Leased space square footage | '37,000 | ' | '37,000 | ' |
Office lease expiry date | 31-Oct-17 | ' | 31-Oct-17 | ' |
Apartment [Member] | ' | ' | ' | ' |
Operating Lease Commitments | ' | ' | ' | ' |
Leased space square footage | '1,060 | ' | '1,060 | ' |
Office lease expiry date | 24-Jul-14 | ' | 24-Jul-14 | ' |
Philadelphia [Member] | ' | ' | ' | ' |
Operating Lease Commitments | ' | ' | ' | ' |
Leased space square footage | '7,900 | ' | '7,900 | ' |
Office lease expiry date | 31-May-17 | ' | 31-May-17 | ' |
DERIVATIVE_WARRANT_LIABILITY_D
DERIVATIVE WARRANT LIABILITY (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | |||
DERIVATIVE WARRANT LIABILITY | ' | ' | ||
Beginning balance | $5,585,141 | $1,035,237 | ||
Warrants issued under Montaur credit facility | ' | 6,000,000 | ||
Total unrealized losses included in net loss | 1,061,682 | 500,000 | ||
Total realized losses included in net loss | ' | 1,438 | ||
Total unrealized gains included in net loss | -5,515,000 | [1] | -595,038 | [1] |
Total realized gains included in net loss | -152,668 | [1] | -107,681 | [1] |
Reclassification of derivative warrant liability to additional paid-in capital for derivative warrants exercised | ' | -61,520 | ||
Ending balance | $979,155 | $6,772,536 | ||
[1] | Included in Gain (Loss) on Revaluation of Derivative Warrant Liability in the Consolidated Statement of Operations. |
DERIVATIVE_WARRANT_LIABILITY_D1
DERIVATIVE WARRANT LIABILITY (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Derivative Warrant Liability Details Narrative | ' | ' | ' | ' | ' | ' |
Outstanding warrants | ' | ' | $1,254,004 | ' | $1,050,454 | ' |
Derivative financial instruments | 700,000 | ' | 700,000 | ' | ' | 736,015 |
Fair value of derivative instruments on recurring basis | 979,000 | ' | 979,000 | ' | ' | 5,585,000 |
Loss on Revaluation of Derivative Warrant Liability | 70,000 | ' | ' | ' | ' | ' |
Derivative Warrant Liability Gain | ' | 400,000 | 4,606,000 | ' | ' | ' |
Exercised warrants Shares | ' | ' | ' | $16,545 | ' | ' |
Derivative warrants expired | ' | ' | 45,164 | ' | ' | ' |
Increase in additional paid-in capital from reclassifaication | ' | 42,000 | ' | ' | ' | ' |
Reclassification from Derivative Warrant Liability to Additional Paid-in Capital | ' | ' | ' | $61,520 | ' | ' |
PREFERRED_STOCK_Details_Narrat
PREFERRED STOCK (Details Narrative) | Sep. 30, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' |
Authorized Preferred Stock | 40,000,000 | ' |
SeriesCPreferredStock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Authorized Preferred Stock | 10,000 | 10,000 |
Issued and outstanding | 9,974.18 | 9,974.18 |
SeriesDPreferredStock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Authorized Preferred Stock | 3,600,000 | 3,600,000 |
Issued and outstanding | 3,006,000 | 3,006,000 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Common stock, shares authorized | ' | ' | 150,000,000 |
Common stock, Shares issued | 10,699,990 | ' | 10,699,990 |
Common stock, Shares outstanding | 4,437,346 | ' | 4,437,346 |
Stock issued in exchange for services | 7,450 | 7,033 | ' |
Fair value of stock issued in exchange for services | $89,970 | $118,465 | ' |
January [Member] | ' | ' | ' |
Common Stock public offering | 1,567,833 | ' | ' |
Shares sold pursuant to over-allotment | 204,500 | ' | ' |
Share sale price | $7.50 | ' | ' |
Net proceeds from sale of shares in public offering | 10,626,000 | ' | ' |
June [Member] | ' | ' | ' |
Common Stock public offering | 4,628,750 | ' | ' |
Shares sold pursuant to over-allotment | 603,750 | ' | ' |
Share sale price | $2.70 | ' | ' |
Net proceeds from sale of shares in public offering | $11,338,000 | ' | ' |
EQUITY_COMPENSATION_PLANS_Deta
EQUITY COMPENSATION PLANS (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shares Available For Issuance | ' |
Total reserved for stock options and restricted stock | $313,000 |
Add back options cancelled before exercise | -71,916 |
Outstanding Options and Restricted Stock | ' |
Options exercised | ' |
Ending Balance | 133,484 |
Plan2003Member | ' |
Shares Available For Issuance | ' |
Total reserved for stock options and restricted stock | 160,000 |
Net restricted stock issued net of cancellations | -31,125 |
Stock options granted | -154,449 |
Add back options cancelled before exercise | 67,849 |
Options cancelled by plan vote | -42,275 |
Remaining shares available for future grants | ' |
Outstanding Options and Restricted Stock | ' |
Total granted | 154,449 |
Options cancelled | -67,849 |
Options exercised | -35,600 |
Net shares outstanding before restricted stock | 51,000 |
Net restricted stock issued net of cancellations | 31,125 |
Ending Balance | 82,125 |
Plan2008Member | ' |
Shares Available For Issuance | ' |
Total reserved for stock options and restricted stock | 10,000,000 |
Net restricted stock issued net of cancellations | -320,978 |
Stock options granted | -326,750 |
Add back options cancelled before exercise | 75,500 |
Options cancelled by plan vote | ' |
Remaining shares available for future grants | 9,427,772 |
Outstanding Options and Restricted Stock | ' |
Total granted | 326,750 |
Options cancelled | -75,500 |
Options exercised | -13,000 |
Net shares outstanding before restricted stock | 238,250 |
Net restricted stock issued net of cancellations | 320,978 |
Ending Balance | 559,228 |
NotPursuanttoaPlanMember | ' |
Outstanding Options and Restricted Stock | ' |
Total granted | 310,000 |
Options cancelled | ($138,333) |
Options exercised | -66,667 |
Net shares outstanding before restricted stock | 105,000 |
Net restricted stock issued net of cancellations | 28,484 |
EQUITY_COMPENSATION_PLANS_Deta1
EQUITY COMPENSATION PLANS (Details Narrative) | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
EqPlan 2003 [Member] | EqPlan 2008 [Member] | ||
Stock Options And Restricted Stock | ' | ' | ' |
Restricted shares of Common Stock issued | ' | 31,125 | 155,761 |
Options to purchase an aggregate of shares | ' | 82,125 | 394,011 |
Maximum authorized shares | 150,000,000 | ' | 10,000,000 |
Shares Future grants | ' | ' | 9,592,989 |
STOCK_OPTIONS_Details_1
STOCK OPTIONS (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
STOCK OPTIONS AND RESTRICTED STOCK | ' | ' |
Risk-free interest rate minimum | 0.13% | 0.94% |
Risk-free interest rate maximum | 1.89% | 2.05% |
Expected dividend yield | ' | ' |
Expected term, minimum | '1 year | ' |
Expected term, maximum | '6 years 6 months | '6 years 6 months |
Forfeiture rate (excluding fully vested stock options) minimum | 15.00% | 15.00% |
Forfeiture rate (excluding fully vested stock options) maximum | 15.00% | 15.00% |
Expected volatility | 129.00% | 131.00% |
Expected volatility | 141.00% | 137.00% |
STOCK_OPTIONS_Details_2
STOCK OPTIONS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Shares | ' | ' | ' |
Beginning Balance | ' | 343,334 | ' |
Granted | ' | 78,250 | ' |
Exercised | ' | ' | ' |
Forfeited or expired | ' | -71,916 | ' |
Ending Balance | 349,668 | 349,668 | ' |
Exercisable at June 30, 2013 | 243,592 | 243,592 | ' |
Weighted-Average Exercise Price | ' | ' | ' |
Beginning Balance | ' | $14.75 | ' |
Granted | ' | $4.43 | ' |
Exercised | ' | ' | $16,545 |
Forfeited or expired | ' | $13.38 | ' |
Ending Balance | $12.45 | $12.45 | ' |
Exercisable at June 30, 2013 | $11.34 | $11.34 | ' |
Weighted-Average Remaining Contractual Term | ' | ' | ' |
Beginning Balance | ' | '6 years 9 months | ' |
Ending Balance | '4 years 10 months 10 days | '4 years 10 months 10 days | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Beginning Balance | ' | ' | ' |
Ending Balance | ' | ' | ' |
STOCK_OPTIONS_Details_Narrativ
STOCK OPTIONS (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stock Options And Restricted Stock | ' | ' |
Weighted-average grant-date fair value of stock options granted | $3.37 | ' |
Share-based compensation expense | $554,000 | $720,000 |
Total unrecognized compensation expense | $1,149,000 | ' |
RESTRICTED_STOCK_Details
RESTRICTED STOCK (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shares | ' |
Nonvested at January 1, 2013 | 316,044 |
Granted | 64,088 |
Vested | -33,042 |
Forfeited | -24,500 |
Nonvested at September 30, 2013 | 322,590 |
Weighted- Average Grant-DateFair Value | ' |
Nonvested at January 1, 2013 | $16.60 |
Granted | $4.48 |
Vested | $18.38 |
Forfeited | $9.94 |
Nonvested at September 30, 2013 | $14.40 |
RESTRICTED_STOCK_Details_Narra
RESTRICTED STOCK (Details Narrative 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stock Options And Restricted Stock | ' | ' |
Aggregate restricted shares of Common Stock pursuant to 2008 plan | 64,088 | ' |
Fair Value of restricted stock | $313,000 | ' |
Share-based compensation expense | 355,000 | 200,000 |
Shares of non-vested restricted stock | 322,590 | ' |
Total unrecognized compensation expense | $863,000 | ' |
FDA Approval [Member] | ' | ' |
Stock Options And Restricted Stock | ' | ' |
Restricted stock to vest upon FDA approval | 165,460 | ' |
Yearly [Member] | ' | ' |
Stock Options And Restricted Stock | ' | ' |
Restricted stock to vest upon FDA approval | 157,130 | ' |
WARRANTS_Details
WARRANTS (Details) (USD $) | Sep. 30, 2013 |
Warrants | ' |
Total outstanding warrants accounted for as derivative warrant liability | 700,000 |
Weighted average exercise price | $20.61 |
Weighted average time to expiration in years | '3 years 11 months 23 days |
DebtHolderAcquisition1 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 400,000 |
Exercise Price | $20 |
Date of Expiration | 31-Aug-17 |
DebtHolderAcquisition2 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 100,000 |
Exercise Price | $21.30 |
Date of Expiration | 20-Sep-17 |
Investors1 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 50,000 |
Exercise Price | $22.70 |
Date of Expiration | 17-Oct-17 |
Investors2 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 150,000 |
Exercise Price | $21.10 |
Date of Expiration | 6-Nov-17 |
WARRANTS_Details_1
WARRANTS (Details 1) (USD $) | Sep. 30, 2013 |
Warrants | ' |
Total Warrants Outstanding | 1,050,454 |
Total Weighted average exercise price | $20.46 |
Total Weighted average time to expiration in years | '2 years 11 months 19 days |
PreferredStock1 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 3,228 |
Exercise Price | $10 |
Date of Expiration | '2013-09-30 |
PreferredStock2 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 19,834 |
Exercise Price | $15 |
Date of Expiration | '2013-10-28 |
PreferredStock3 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 39,000 |
Exercise Price | $7.50 |
Date of Expiration | '2014-02-28 |
Vendor1 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 6,000 |
Exercise Price | $6 |
Date of Expiration | '2014-03-15 |
Investors1 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 40,000 |
Exercise Price | $15.90 |
Date of Expiration | '2014-06-30 |
Investors2 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 76,800 |
Exercise Price | $20 |
Date of Expiration | '2014-11-13 |
Investors3 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 25,695 |
Exercise Price | $15 |
Date of Expiration | '2014-11-13 |
Investors4 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 6,300 |
Exercise Price | $20 |
Date of Expiration | '2014-12-03 |
Investors5 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 34,146 |
Exercise Price | $22.50 |
Date of Expiration | '2015-02-09 |
PlacementAgents1 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 2,853 |
Exercise Price | $22.50 |
Date of Expiration | '2015-02-09 |
Investors6 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 638 |
Exercise Price | $22.50 |
Date of Expiration | '2015-03-18 |
Investors19 [Member] | ' |
Warrants | ' |
Number of Shares Exercisable | 95,960 |
Exercise Price | $30 |
Date of Expiration | '2014-12-07 |
TotaloutstandingwarrantsaccountedforasequityMember | ' |
Warrants | ' |
Number of Shares Exercisable | 350,454 |
WeightedaverageexercisepriceMember | ' |
Warrants | ' |
Exercise Price | $20.17 |
WeightedaveragetimetoexpirationinyearsMember | ' |
Warrants | ' |
Expiration period | '0 years 11 months 16 days |
WARRANTS_Details_2
WARRANTS (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shares | ' |
Beginning Balance | 1,254,004 |
Granted | 9,175 |
Exercised | ' |
Forfeited or expired | -212,725 |
Ending Balance | 1,050,454 |
Weighted-Average Exercise Price | ' |
Beginning Balance | $20.08 |
Granted | 12.6 |
Exercised | ' |
Forfeited or expired | 17.69 |
Ending Balance | $20.46 |
LICENSING_AND_OTHER_REVENUE_De
LICENSING AND OTHER REVENUE (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Licensing and Other Revenue | ' | ' | ' | ' | ' |
Nonrefundable license revenue | $22,557 | $30,927 | $67,671 | $92,781 | ' |
Deferred revenue recognized over next twelve months | 90,228 | ' | 90,228 | ' | 90,228 |
Deferred revenue to be recognized after next twelve months | 22,557 | ' | 22,557 | ' | 90,228 |
Handok [Member] | ' | ' | ' | ' | ' |
Licensing and Other Revenue | ' | ' | ' | ' | ' |
Minimum licensing term | '10 years | ' | ' | ' | ' |
Initial licensing fee | 500,000 | ' | 500,000 | ' | ' |
Nonrefundable license revenue | 23,000 | 31,000 | 68,000 | 93,000 | ' |
Deferred revenue recognized over next twelve months | 90,000 | ' | 90,000 | ' | ' |
Deferred revenue to be recognized after next twelve months | $23,000 | ' | $23,000 | ' | ' |
CREDIT_FACILITY_WITH_PLATINUMM1
CREDIT FACILITY WITH PLATINUM-MONTAUR LIFE SCIENCES, LLC (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Nov. 06, 2012 | Oct. 17, 2012 | Sep. 20, 2012 | Sep. 14, 2012 | Aug. 31, 2012 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' | ' |
Loan agreement initial credit facility | ' | ' | ' | ' | ' | ' | ' | $20,000,000 |
Loan agreement Maximum Draw Amount | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Promissory note period | ' | ' | ' | ' | ' | ' | ' | '5 years |
Principal interest rate per annum | ' | ' | ' | ' | ' | ' | ' | 10.00% |
Accrued interest expenses | 3,000 | 3,000 | ' | ' | ' | ' | ' | ' |
Cash and cash equivalent minimum requirements on credit facility | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Commitment warrant value, shares | ' | ' | ' | ' | ' | ' | ' | 400,000 |
Fair value Commitment warrant, recorded as deferred financing costs | ' | ' | ' | ' | ' | ' | ' | 4,840,000 |
Commitment warrant period | ' | ' | ' | ' | ' | ' | ' | '5 years |
Commitment warrant exercise price | ' | ' | ' | ' | ' | ' | ' | $20 |
Fair value Commitment warrant, current portion | ' | ' | ' | ' | ' | ' | ' | 968,004 |
Fair value Commitment warrant, current portion period | ' | ' | ' | ' | ' | ' | ' | '1 year |
Amortization of fair value Commitment warrant | 242,000 | 726,000 | 323,000 | ' | ' | ' | ' | ' |
Funds borrowed pursuant to the Credit Facility | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Purchase warrant value per 1,000,000 borrowed amount, shares | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Purchase warrant value term | ' | ' | ' | ' | ' | ' | ' | '5 years |
Commitment Warrant exercise price maximimum | ' | ' | ' | ' | ' | ' | ' | $40 |
Commitment Warrant exercise price minimum | ' | ' | ' | ' | ' | ' | ' | $20 |
Commitment Warrant beneficial ownership maximum | ' | ' | ' | ' | ' | ' | ' | 49.90% |
Commitment Warrant beneficial ownership minimum | ' | ' | ' | ' | ' | ' | ' | 99.90% |
Loan agreement September Request | ' | ' | ' | ' | ' | ' | 3,000,000 | ' |
September Request amount received | ' | ' | ' | 1,500,000 | 500,000 | 1,000,000 | ' | ' |
September Request warrant issued | ' | ' | ' | 150,000 | 50,000 | 100,000 | ' | ' |
September Request warrant term | ' | ' | ' | '5 years | '5 years | '5 years | ' | ' |
Warrant exercise price September Request | ' | ' | ' | $21.10 | $22.70 | $21.30 | ' | ' |
Fair value September Request | ' | ' | ' | ' | ' | 3,455,000 | ' | ' |
Debt Discount | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
Interest Expense | ' | ' | ' | ' | ' | 455,000 | ' | ' |
Amortization September request | 5,556 | 5,556 | ' | ' | ' | ' | ' | ' |
Repayment of outstanding draws | 3,113,366 | ' | ' | ' | ' | ' | ' | ' |
Interest accrued | 113,366 | ' | ' | ' | ' | ' | ' | ' |
Non-cash interest expense | $2,879,166 | ' | ' | ' | ' | ' | ' | ' |