Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'RestorGenex Corp | ' |
Entity Central Index Key | '0001053691 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity's Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 18,605,625 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets_US
Consolidated Balance Sheets (USD $) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $23,788,336 | $254,964 |
Prepaid expenses, deposits and other assets | 2,220,488 | 2,743,319 |
Total current assets | 26,008,824 | 2,998,283 |
PROPERTY AND EQUIPMENT, NET | 54,358 | 11,262 |
OTHER ASSETS | ' | ' |
Intangible assets, net | 12,958,780 | 7,691,682 |
Goodwill | 11,525,296 | 7,642,825 |
TOTAL ASSETS | 50,547,258 | 18,344,052 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 105,525 | 1,520,206 |
Deferred salary and other compensation | ' | 571,328 |
Accrued interest | 8,910 | 89,472 |
Other accrued expenses and liabilities | 1,490,962 | 1,697,714 |
Due to officer | ' | 156,358 |
Rent liability for facilities no longer occupied | 1,121,495 | 1,121,495 |
Notes payable | 50,000 | 1,667,002 |
Note payable - related party | 200,000 | 200,000 |
Obligation to issue stock for transfer of liabilities | ' | 1,854,743 |
Total current liabilities | 2,976,892 | 8,878,318 |
Long-term liability - deferred taxes on acquisition | 4,771,080 | 3,000,576 |
TOTAL LIABILITIES | 7,747,972 | 11,878,894 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock: Issued and outstanding; $0.001 par value; 1,000,000,000 shares authorized; 2014 - 18,505,625; 2013 - 5,813,785 | 18,506 | 5,814 |
Additional paid-in-capital | 113,003,207 | 67,390,493 |
Accumulated deficit | -70,222,427 | -60,937,550 |
Total RestorGenex stockholders' equity | 42,799,286 | 6,458,757 |
Non-controlling interest equity | ' | 6,401 |
Total stockholders' equity | 42,799,286 | 6,465,158 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $50,547,258 | $18,344,052 |
Consolidated_Balance_Sheets_US1
Consolidated Balance Sheets (USD $) (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 18,505,625 | 5,813,785 |
Common stock, shares outstanding | 18,505,625 | 5,813,785 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
EXPENSES | ' | ' | ' | ' |
Research and development | $930,189 | ' | $1,333,603 | ' |
General and administrative | 847,740 | 448,535 | 1,312,265 | 1,587,250 |
Impairment of intangible assets | ' | ' | 0 | 1,935,621 |
Warrants, options and stock compensation | 783,932 | 631,367 | 1,075,131 | 4,227,067 |
Fair value of common stock exchanged for warrants | ' | ' | ' | 3,069,792 |
Loss on settlement of accounts payable and accrued liabilities | ' | ' | 408,953 | ' |
Loss on settlement of note payable - related party | ' | ' | 1,829,561 | ' |
Loss on settlement of note payable | ' | ' | 876,543 | ' |
Legal and professional services | 294,390 | 576,709 | 810,680 | 1,010,415 |
Depreciation and amortization | 655,698 | 7,479 | 1,744,317 | 23,647 |
TOTAL EXPENSES | 3,511,949 | 1,664,090 | 9,391,053 | 11,853,792 |
LOSS FROM OPERATIONS | -3,511,949 | -1,664,090 | -9,391,053 | -11,853,792 |
OTHER (INCOME)/EXPENSES | ' | ' | ' | ' |
(Gain) on adjustments to fair value of derivative liability | ' | ' | ' | -8,980,077 |
(Gain) on extinguishment of derivative liability | ' | ' | ' | -1,409,530 |
Other (income) expenses | -149,149 | -49,444 | -387,724 | -34,372 |
Interest expense | 86,670 | 13,365 | 281,548 | 71,420 |
TOTAL OTHER INCOME | -62,479 | -36,079 | -106,176 | -10,352,559 |
NET LOSS FROM CONTINUING OPERATIONS | -3,449,470 | -1,628,011 | -9,284,877 | -1,501,233 |
Net income (loss) from discontinued operations | ' | 102,734 | ' | -153,334 |
NET LOSS | -3,449,470 | -1,525,277 | -9,284,877 | -1,654,567 |
Preferred dividends | ' | ' | ' | 171,625 |
NET LOSS ATTRIBUTABLE TO HOLDERS OF RESTORGENEX COMMON STOCK | ($3,449,470) | ($1,525,277) | ($9,284,877) | ($1,826,192) |
Basic and diluted loss per share for continuing operations (in dollars per share) | ($0.18) | ($0.39) | ($0.76) | ($0.57) |
Basic and diluted income (loss) per share for discontinued operations (in dollars per share) | ' | $0.02 | ' | ($0.06) |
TOTAL BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | ($0.18) | ($0.37) | ($0.76) | ($0.63) |
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING | 18,671,121 | 4,144,019 | 12,155,041 | 2,646,602 |
FULLY-DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING | 18,671,121 | 4,144,019 | 12,155,041 | 2,646,602 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS (USED IN) OPERATING ACTIVITIES | ' | ' |
Net loss | ($9,284,877) | ($1,826,192) |
Adjustments to reconcile net loss to net cash (used in) operations | ' | ' |
Depreciation and amortization | 1,744,316 | 24,577 |
Loss on disposal of fixed assets | 6,056 | ' |
Warrants, options, and stock compensation | 1,075,131 | 4,238,650 |
Noncash interest expense on notes payable | 73,420 | ' |
Deferred income taxes | -384,128 | ' |
Impairment of intangible assets | ' | 1,935,621 |
Gain on extinguishment of derivative liability | ' | -1,409,530 |
(Gain) / loss on adjustments to fair value of derivative liability | ' | -8,980,077 |
Fair value of common stock exchanged for warrants | ' | 3,069,792 |
Note payable issued for services | ' | 50,000 |
Common stock issued for services | ' | 262,813 |
Amortization of stock issued for services | ' | 294,813 |
Loss on settlement of note payable - related party | 1,829,561 | ' |
Loss on settlement of note payable | 876,543 | ' |
Loss on settlement of accounts payable and accrued liabilities | 408,953 | ' |
Changes in other assets and liabilities affecting cash flows from operations | ' | ' |
Prepaid expenses, deposits and other assets | -320,251 | -18,933 |
Accounts payable and accrued liabilities | -3,124,645 | 1,174,469 |
Net cash (used in) operating activities | -7,099,921 | -1,183,997 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ' | ' |
Proceeds on notes payable - related party | 400,000 | 650,000 |
Proceeds on notes payable | ' | 50,000 |
Payment of notes payable | -1,540,000 | ' |
Proceeds from issuance of common stock net of offering costs | 31,773,293 | 427,500 |
Net cash provided by financing activities | 30,633,293 | 1,127,500 |
NET INCREASE (DECREASE) CASH AND CASH EQUIVALENTS | 23,533,372 | -56,497 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 254,964 | 312,093 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 23,788,336 | 255,596 |
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION | ' | ' |
Cash paid for interest | 676,889 | ' |
NONCASH FINANCING ACTIVITIES | ' | ' |
Conversion of accounts payable to notes payable related to Company's outside law firm | 380,907 | ' |
Exchange of existing note for issuance of new note related to the Company's outside law firm | -847,909 | ' |
Issuance of new note in exchange for existing note related to the Company's outside law firm | 875,000 | ' |
Issuance of shares of common stock as payment of accounts payable and accrued liabilities | 1,323,771 | ' |
Issuance of shares of common stock as payment of notes payable | 500,000 | ' |
Issuance of shares of common stock as payment of notes payable - related party | $1,050,000 | ' |
Business_and_Corporate_History
Business and Corporate History | 9 Months Ended |
Sep. 30, 2014 | |
Business and Corporate History | ' |
Business and Corporate History | ' |
1. Business and Corporate History | |
RestorGenex Corporation (“Company”) is a specialty biopharmaceutical company initially focused on developing products for dermatology, ophthalmology and women’s health. The Company is and will continue to review its products and technologies. | |
Prior to the Company repositioning itself as a specialty biopharmaceutical company in 2013, the Company operated various entertainment and sports events which it acquired in a series of acquisitions beginning in March 2008. | |
On March 14, 2008, pursuant to an agreement and plan of merger dated August 20, 2007 between Feris International, Inc. (“Feris”) and Pro Sports & Entertainment, Inc. (“PSEI”), Feris issued 49,500,000 shares of its common stock for all issued and outstanding shares of PSEI, resulting in PSEI becoming a wholly owned subsidiary of Feris and the surviving entity for accounting purposes. In July 2008, Feris’ corporate name was changed to Stratus Media Group, Inc. PSEI was organized on November 23, 1998 and specialized in various entertainment and sports events that it owned and operated. PSEI also owned Stratus Rewards LLC (“Stratus White”) that planned to operate a credit card rewards program. | |
In June 2011, the Company acquired series A convertible preferred stock of ProElite, Inc. (“ProElite”), that organized and promoted mixed martial arts (“MMA”) matches. These holdings of series A convertible preferred stock provided the Company voting rights on an as-converted basis equivalent to a 95% ownership in ProElite. On February 5, 2009, ProElite entered into an asset purchase agreement and other related agreements with Explosion Entertainment, LLC (“Strikeforce”). Under the terms of the asset purchase agreement, Strikeforce acquired from ProElite certain fighter contracts, a library of televised ProElite events and specified related assets. Consideration paid for the assets consisted of (i) $3,000,000 in cash paid at closing, (ii) the assumption of certain liabilities relating to the assets sold and (iii) contingent consideration in the form of rights to receive a portion of the license fee earned by Strikeforce under a distribution agreement between Strikeforce and Showtime Networks Inc. (“Showtime”). ProElite was informed in March 2013 that Strikeforce was no longer conducting these Showtime events and there would be no further license fees received by ProElite. During the first quarter of 2013, the Company decided to focus on the MMA business and temporarily suspended development of its other businesses. Because of lack of working capital, effective June 30, 2013, the Company suspended operations of ProElite. Subsequent to June 30, 2013, following the Company’s repositioning as a specialty biopharmaceutical company, the Company’s Board of Directors voted to discontinue operations of ProElite effective March 31, 2014. | |
The Company initiated its efforts to reposition itself as a specialty biopharmaceutical company in 2013 and subsequently acquired two specialty biopharmaceutical companies in November 2013 and then acquired two additional specialty biopharmaceutical companies in March 2014. | |
Effective September 30, 2013, the Company entered into an agreement and plan of merger with Canterbury Acquisition LLC, Hygeia Acquisition, Inc., Canterbury Laboratories, LLC (“Canterbury”), Hygeia Therapeutics, Inc. (“Hygeia”) and Yael Schwartz, Ph.D., as holder representative, pursuant to which the Company agreed to acquire by virtue of two mergers all of the outstanding capital stock of Canterbury and Hygeia, with Canterbury and Hygeia becoming wholly owned subsidiaries of the Company. The consideration paid by the Company in connection with such mergers was the issuance by the Company of an aggregate of 1,150,116 shares of common stock issued to the stakeholders of Canterbury and Hygeia. Effective November 18, 2013, the mergers were completed, and Canterbury and Hygeia became wholly owned subsidiaries of the Company. | |
On March 3, 2014, the Company entered into an agreement and plan of merger with Paloma Acquisition, Inc., Paloma Pharmaceuticals, Inc. (“Paloma”) and David Sherris, Ph.D., as founding stockholder and holder representative, pursuant to which the Company agreed to acquire by virtue of a merger all of the outstanding capital stock of Paloma, with Paloma becoming a wholly owned subsidiary of the Company. On March 28, 2014, the merger with Paloma was effected and the Company issued an aggregate of 2,500,000 shares of common stock to the holders of Paloma’s common stock and its derivative securities and assumed promissory notes of Paloma in the aggregate amount (including both principal amount and accrued interest) of approximately $1,130,500, to be paid on the first anniversary of the closing date of the Paloma merger. | |
Also on March 3, 2014, the Company entered into an agreement and plan of merger with VasculoMedics Acquisition, Inc., VasculoMedics, Inc. (“VasculoMedics”) and Dr. Sherris pursuant to which the Company agreed to acquire by merger all of the outstanding capital stock of VasculoMedics, with VasculoMedics becoming a wholly owned subsidiary of the Company. The VasculoMedics merger was concurrently closed with and as a condition to the closing of the Paloma merger on March 28, 2014, with the Company issuing an aggregate of 220,000 shares of common stock to the VasculoMedics stockholders. | |
On March 7, 2014, the Company effected a reverse stock split of one-for-100 with respect to its common stock and changed its corporate name from Stratus Media Group, Inc. to RestorGenex Corporation. All share data have been adjusted for all periods presented to reflect the reverse stock split. | |
As part of the Company repositioning itself as a specialty biopharmaceutical company, effective March 5, 2014, the Company appointed Stephen M. Simes as Chief Executive Officer, and effective May 27, 2014, the Company appointed Phillip B. Donenberg as Chief Financial Officer and effective August 4, 2014, the Company appointed Mark Weinberg, M.D. as Senior Vice President — Clinical Development. |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Basis of Presentation and Significant Accounting Policies | ' | |||||||
Basis of Presentation and Significant Accounting Policies | ' | |||||||
2. Basis of Presentation and Significant Accounting Policies | ||||||||
Basis of Presentation | ||||||||
The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated balance sheets at September 30, 2014 consolidates the accounts of ProElite, Canterbury, Hygeia, Paloma and VasculoMedics and the consolidated balance sheet at December 31, 2013 consolidates the accounts of ProElite, Canterbury and Hygeia. The consolidated statements of operations for the three and nine months ended September 30, 2014 consolidate the accounts of Canterbury, Hygeia, along with results of Paloma and VasculoMedics from the date of acquisition, and include ProElite as discontinued operations. The consolidated statements of operations for the three months and nine months ended September 30, 2013 include ProElite as discontinued operations. All significant intercompany balances were eliminated in consolidation. | ||||||||
Basic and Diluted Earnings Per Share (“EPS”) | ||||||||
Basic EPS is computed by dividing the income/(loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all the potential shares, warrants and stock options had been issued and if the additional shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares were converted into common stock. Dilution is computed by applying the if-converted method for the outstanding convertible preferred shares. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). | ||||||||
Discontinued Operations | ||||||||
The Company suspended operations of ProElite effective June 30, 2013. The Company’s Board of Directors voted to discontinue operations of ProElite effective March 31, 2014. | ||||||||
Use of Estimates | ||||||||
The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ from such estimates and assumptions. | ||||||||
Derivative Liabilities | ||||||||
On May 24, 2011, the Company entered into a securities purchase agreement with eight investors pursuant to which the Company sold 8,700 shares of a new series of convertible preferred stock designated as series E convertible preferred stock (“Original Series E”) for $1,000 per share, or an aggregate of $8,700,000. In October 2012, the Company sold 1,000 shares of Series E for $1,000,000 (“New Series E”). The Original Series E and New Series E together are referred to herein as “Series E”. | ||||||||
These Series E contained “full ratchet-down” anti-dilution protection that provided that if the Company issues securities for less than the then existing conversion price for the Series E or the exercise price of the warrants issued in connection with the issuance of the Series E, then the conversion price for Series E would be lowered to that price. Also, the exercise price for Series E warrants would be decreased to that lower price and the number of Series E warrants would be increased such that the product of the original exercise price times the original quantity would equal the lower exercise price times the higher quantity of Series E warrants. | ||||||||
Subsequent to the issuance of the Series E, the Company determined that the warrants for these financings included certain embedded derivative features as set forth in Accounting Standards Codification (“ASC”) Topic 815 “Derivatives and Hedging” and that the conversion feature of the Series E was not an embedded derivative because the feature was clearly and closely related to the host (Series E) as defined in ASC Topic 815. These derivative liabilities were initially recorded at their estimated fair value on the date of issuance and were subsequently adjusted each quarter to reflect the estimated fair value at the end of each period, with any decrease or increase in the estimated fair value of the derivative liability for each period being recorded as other income or expense. Since the value of the embedded derivative feature for the related warrants was higher than the value of both Series E transactions, there was no beneficial conversion feature recorded for either transaction, and the excess of the value of the embedded derivative feature over the value of the transaction was recorded in each period on the consolidated statements of operations as a separate line item. | ||||||||
Cash Equivalents | ||||||||
We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. | ||||||||
Fair Value of Financial Instruments | ||||||||
Our financial instruments include cash and cash equivalents, accounts payable and accrued liabilities. The carrying amounts of financial instruments approximate fair value due to their short maturities. | ||||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost less accumulated depreciation. We record depreciation using the straight-line method over the following estimated useful lives: | ||||||||
Equipment | 3 — 5 years | |||||||
Furniture and fixtures | 5 years | |||||||
Software | 3 years | |||||||
Leasehold improvements | Lesser of lease term or life of improvements | |||||||
Goodwill and Intangible Assets | ||||||||
Intangible assets as of September 30, 2014 consisted of goodwill and intangible assets arising from the acquisitions of Canterbury, Hygeia, Paloma and VasculoMedics. Goodwill as of December 31, 2013 arose from goodwill from the acquisitions of Canterbury and Hygeia. Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. The Company applies ASC Topic 350 “Intangibles - Goodwill and Other,” which requires allocating goodwill to each reporting unit and testing for impairment using a two-step approach. | ||||||||
The Company is currently reviewing the value of intangible assets and related goodwill as part of its annual reporting process, which occurs in November of each year. The Company is following ASC Topic 350 and examining all facts and circumstances for each event or business to determine if it was more likely than not that impairment had occurred. The Company expects to complete this examination by the end of the year. If this examination suggests it was more likely than not that impairment had occurred, the Company will then compare discounted cash flow forecasts related to the asset with the stated value of the asset on the balance sheet. In between valuations, the Company conducts additional tests to determine if circumstances warranted additional testing for impairment. | ||||||||
To review the value of intangible assets and related goodwill as of December 31, 2013, the Company followed ASC Topic 350 and first examined the facts and circumstances for each event or business to determine if it was more likely than not that an impairment had occurred. If this examination suggested it was more likely than not that impairment had occurred, the Company then compared discounted cash flow forecasts related to the asset with the stated value of the asset on the balance sheet. The objective was to determine the value of each asset to an industry participant who is a willing buyer not under compulsion to buy and the Company is a willing seller not under compulsion to sell. Revenue from goodwill and intangible assets was forecasted based on the assumption that Canterbury and Hygeia were standalone entities. These forecasts were discounted at a range of discount rates determined by taking the risk-free interest rate at the time of valuation, plus premiums for equity risk to small companies in general, for factors specific to the Company and the business. | ||||||||
Income Taxes | ||||||||
The Company utilizes ASC Topic 740 “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. | ||||||||
As of September 30, 2014 and December 31, 2013, the Company had net operating loss (“NOL”) carryforwards as follows: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Combined NOL Carryforwards: | ||||||||
Federal | $ | 50,810,062 | $ | 43,475,339 | ||||
California | $ | 46,078,297 | $ | 38,743,574 | ||||
The NOL carryforwards for 2014 and 2013 begin expiring in 2022 and 2021, respectively. From December 31, 2012 to September 30, 2014, the number of outstanding shares of common stock increased from 890,837 to 18,505,625. This increase in the number of shares of common stock outstanding constitutes a change of ownership, under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, and is likely to significantly limit the ability of the Company to utilize these NOL carryforwards to offset future income. Accordingly, the Company recorded a 100% valuation allowance of the deferred tax assets at September 30, 2014 and December 31, 2013. | ||||||||
Stock-Based Compensation | ||||||||
The Company follows ASC Topic 718 “Share Based Payment,” using the modified prospective transition method. New awards and awards modified, repurchased or cancelled after January 1, 2006 trigger compensation expense based on the fair value of the stock option as determined by the Black-Scholes option pricing model. The Company amortizes stock-based compensation for such awards on a straight-line method over the related service period of the awards taking into account the effects of the employees’ expected exercise and post-vesting employment termination behavior. The Company accounts for equity instruments issued to non-employees in accordance with ASC Topic 718 and Emerging Issues Tax Force (“EITF”) Issue No. 96-18. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model. | ||||||||
Reclassification | ||||||||
Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net (loss) or the stockholders’ equity. | ||||||||
Recently Issued Accounting Pronouncements | ||||||||
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance that changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2014, which means the first quarter of the Company’s fiscal year 2015, with early adoption permitted. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. This new guidance will not affect the Company’s consolidated financial position, results of operations or cash flows. | ||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (ASC Topic 606)”. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | ||||||||
Step 1: Identify the contract(s) with a customer. | ||||||||
Step 2: Identify the performance obligation in the contract. | ||||||||
Step 3: Determine the transaction price. | ||||||||
Step 4: Allocate the transaction price to the performance obligations in the contract. | ||||||||
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | ||||||||
For public entities, this ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of applying either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is evaluating the potential impact of adoption of this ASU on its consolidated financial statements. | ||||||||
Other recent accounting pronouncements issued by the FASB (including its EITF), the American Institute of Certified Public Accountants (“AICPA”), and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Acquisitions | ' | |||||||||||||
Acquisitions | ' | |||||||||||||
3. Acquisitions | ||||||||||||||
Canterbury and Hygeia Acquisitions | ||||||||||||||
Effective September 30, 2013, the Company entered into an agreement and plan of merger with Canterbury Acquisition LLC, Hygeia Acquisition, Inc., Canterbury Laboratories, LLC, Hygeia Therapeutics, Inc. and Yael Schwartz, Ph.D., as holder representative, pursuant to which the Company agreed to acquire by virtue of two mergers all of the outstanding capital stock of Canterbury and Hygeia, with Canterbury and Hygeia becoming wholly owned subsidiaries of the Company. The consideration paid by the Company in connection with such mergers was the issuance by the Company of an aggregate of 1,150,116 shares of common stock issued to the stakeholders of Canterbury and Hygeia. Effective November 18, 2013, the mergers were completed, and Canterbury and Hygeia became wholly owned subsidiaries of the Company. | ||||||||||||||
The acquisition of Canterbury and Hygeia was a step in the implementation of the Company’s plan to reposition itself as a specialty biopharmaceutical company. The total purchase consideration for the Canterbury and Hygeia acquisition was $12,421,249 based upon a cost valuation approach. The value of certain patents at the time of purchase was $144,356 as reflected on the books of Canterbury, giving rise to an adjustment of $7,167,644 to the Company for the total value of the Canterbury and Hygeia intangible assets of $7,312,000. Total goodwill of $7,926,133 consisted of the $5,109,249 initial allocation of the purchase price plus the deferred tax liability of $2,816,884. For the three and nine months ended September 30, 2014, expenses associated with Canterbury and Hygeia were $146,831 and $378,253 and included in the consolidated net loss of $3,449,470 and $9,284,877, for the three and nine months ended September 30, 2014, respectively. Acquisition related costs related to this acquisition were nominal. | ||||||||||||||
Paloma and VasculoMedics Acquisitions | ||||||||||||||
On March 3, 2014, the Company entered into an agreement and plan of merger with Paloma Acquisition, Inc., Paloma Pharmaceuticals, Inc. and David Sherris, Ph.D., as founding stockholder and holder representative, pursuant to which the Company agreed to acquire by virtue of a merger all of the outstanding capital stock of Paloma, with Paloma becoming a wholly owned subsidiary of the Company. On March 28, 2014, the merger with Paloma was effected and the Company issued an aggregate of 2,500,000 shares of common stock to the holders of Paloma’s common stock and its derivative securities and assumed promissory notes of Paloma in the aggregate amount (including both principal amount and accrued interest) of approximately $1,130,500, to be paid on the first anniversary of the closing date of the Paloma merger. | ||||||||||||||
Also on March 3, 2014, the Company entered into an agreement and plan of merger with VasculoMedics Acquisition, Inc., VasculoMedics, Inc. and Dr. Sherris pursuant to which the Company agreed to acquire by virtue of a merger all of the outstanding capital stock of VasculoMedics, with VasculoMedics becoming a wholly owned subsidiary of the Company. The VasculoMedics merger was concurrently closed with and as a condition to the closing of the Paloma merger on March 28, 2014, with the Company issuing an aggregate of 220,000 shares of common stock to the VasculoMedics stockholders. | ||||||||||||||
The acquisitions of Paloma and VasculoMedics were additional steps in the implementation of the Company’s plan to position itself as a specialty biopharmaceutical company. The total purchase consideration for the Paloma and VasculoMedics acquisitions was $6,800,000 based upon a cost valuation approach. The excess of the purchase consideration over the fair value of the assets and liabilities acquired of $3,599,162 was allocated to goodwill. The assets acquired consist primarily of intangible assets of $6,609,120, net of assumed liabilities, which included primarily promissory notes in the aggregate principal amount, including accrued interest, of $1,151,725. For the three and nine months ended September 30, 2014, expenses associated with the Paloma and VasculoMedics acquisitions were $229,969 and $589,052 included in the consolidated net loss of $3,449,470 and $9,284,877 for the three and nine months ended September 30, 2014, respectively. Acquisition related costs related to the Paloma and VasculoMedics acquisitions were nominal. | ||||||||||||||
Pro Forma Financial Information | ||||||||||||||
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of Canterbury, Hygeia, Paloma and VasculoMedics had taken place on January 1, 2013. The pro forma information includes acquisition and integration expenses. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date. | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net revenues | $ | — | $ | — | $ | — | $ | — | ||||||
Net loss | $ | (3,449,470 | ) | $ | (2,498,723 | ) | $ | (9,652,657 | ) | $ | (3,726,533 | ) | ||
Basic and diluted loss per share | $ | (0.22 | ) | $ | (0.31 | ) | $ | (1.42 | ) | $ | (0.57 | ) |
Prepaid_Expenses_Deposits_and_
Prepaid Expenses, Deposits and Other Assets | 9 Months Ended |
Sep. 30, 2014 | |
Prepaid Expenses, Deposits and Other Assets | ' |
Prepaid Expenses, Deposits and Other Assets | ' |
4. Prepaid Expenses, Deposits and Other Assets | |
In July 2013, the Company entered into an agreement with Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company for three years on a non-exclusive basis. Under this agreement, the Company issued Maxim common stock equal to 4.99% of the Company’s then outstanding common stock, or 210,250 shares of common stock. These shares were valued at $15.00 per share, which was the closing price of the common stock on the date of the agreement, for a total expense of $3,153,750. This expense is being recognized ratably over the life of the three-year term of the agreement at $262,813 per quarter. As of September 30, 2014, $2,220,488 remained in prepaid expenses, deposits and other assets on the consolidated balance sheets. |
Property_and_Equipment_Net
Property and Equipment, Net | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property and Equipment, Net. | ' | |||||||
Property and Equipment, Net | ' | |||||||
5. Property and Equipment, Net | ||||||||
Property and equipment were as follows: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(Unaudited) | ||||||||
Computing equipment and office machines | $ | 124 | $ | 145,245 | ||||
Furniture and fixtures | 57,375 | 78,833 | ||||||
Lab equipment | 624 | — | ||||||
Total | 58,123 | 224,078 | ||||||
Less accumulated depreciation | (3,765 | ) | (212,816 | ) | ||||
Property and equipment, net | $ | 54,358 | $ | 11,262 | ||||
For the three and nine months ended September 30, 2014, depreciation was $1,905 and $3,765, respectively. For the three and nine months ended September 30, 2013, depreciation was $7,479 and $24,577, respectively. During the three and nine months ended September 30, 2014, the Company disposed certain property and equipment resulting in a loss on disposal of fixed assets of $6,056. |
Intangible_Assets_Net
Intangible Assets, Net | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Intangible Assets, Net | ' | |||||||||||||||||||
Intangible Assets, Net | ' | |||||||||||||||||||
6. Intangible Assets, Net | ||||||||||||||||||||
Intangible assets were as follows: | ||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||
Gross | Accumulative | Intangible | Gross | Accumulative | Intangible | |||||||||||||||
Carrying | Amortization | Assets, net | Carrying | Amortization | Assets, net | |||||||||||||||
Amount | Amount | |||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Definite lived intangible assets | $ | 13,761,628 | $ | (962,340 | ) | $ | 12,799,288 | $ | 7,779,000 | $ | (87,318 | ) | $ | 7,691,682 | ||||||
In-process research and development costs (IPR&D) | 159,492 | — | 159,492 | — | — | — | ||||||||||||||
Total intangible assets | $ | 13,921,120 | $ | (962,340 | ) | $ | 12,958,780 | $ | 7,779,000 | $ | (87,318 | ) | $ | 7,691,682 | ||||||
We currently estimate amortization expense over each of the next five years and thereafter as follows: | ||||||||||||||||||||
For the twelve months ending | Amortization Expense | |||||||||||||||||||
September 30, 2015 | $ | 1,231,064 | ||||||||||||||||||
September 30, 2016 | 1,231,064 | |||||||||||||||||||
September 30, 2017 | 1,231,064 | |||||||||||||||||||
September 30, 2018 | 1,231,064 | |||||||||||||||||||
September 30, 2019 | 1,231,064 | |||||||||||||||||||
For the twelve months ending | Amortization Expense | |||||||||||||||||||
Thereafter | $ | 6,643,968 | ||||||||||||||||||
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2014 | |
Goodwill. | ' |
Goodwill | ' |
7. Goodwill | |
Goodwill was $11,525,296 at September 30, 2014 and $7,642,825 at December 31, 2013, with the increase arising from the acquisitions of Paloma and VasculoMedics on March 28, 2014. In accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” the Company’s goodwill is considered to have indefinite lives, and therefore, was not amortized, but rather is subject to annual impairment tests. | |
As of September 30, 2014, Company management determined that the fair value of its businesses for accounting purposes was equal to its market capitalization of approximately $65,700,000, and that the total for goodwill and intangible assets of $24,484,076 was 37% of this market capitalization on the consolidated balance sheet as of September 30, 2014. Based on this determination, Company management concluded that no impairment had occurred as of September 30, 2014 on a Company-wide basis. However, it is possible that impairment may have occurred on a reporting-unit basis and the Company intends to test impairment annually on a reporting-unit basis beginning with the year ending December 31, 2014. As of December 31, 2013, Company management determined that the fair value of its businesses for accounting purposes was equal to its market capitalization of approximately $17,400,000, which was 113% of the $15,334,507 goodwill and intangible assets on the consolidated balance sheet as of December 31, 2013. Based on this determination, Company management concluded that no impairment had occurred as of December 31, 2013. |
Deferred_Salary_and_Other_Comp
Deferred Salary and Other Compensation | 9 Months Ended |
Sep. 30, 2014 | |
Deferred Salary and Other Compensation | ' |
Deferred Salary and Other Compensation | ' |
8. Deferred Salary and Other Compensation | |
From February 2013 and into the second quarter of 2014, the Company was unable to pay employees and non-employee directors on a regular basis, resulting in unpaid salaries, fees and other compensation of $571,328 as of December 31, 2013, net of advances. The Company has since paid all unpaid salaries, fees and other compensation, net of advances as of September 30, 2014. |
Other_Accrued_Expenses_and_Lia
Other Accrued Expenses and Liabilities | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Other Accrued Expenses and Liabilities. | ' | |||||||
Other Accrued Expenses and Liabilities | ' | |||||||
9. Other Accrued Expenses and Liabilities | ||||||||
Other accrued expenses and liabilities consisted of the following: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(Unaudited) | ||||||||
Payroll related | $ | 859,941 | $ | 479,087 | ||||
Estimated property damage liability that may not be covered by insurance | 393,592 | 393,592 | ||||||
Professional fees | 107,500 | 110,000 | ||||||
Board fees | 92,917 | 657,934 | ||||||
Other | 37,012 | 57,101 | ||||||
$ | 1,490,962 | $ | 1,697,714 |
Due_to_Officer
Due to Officer | 9 Months Ended |
Sep. 30, 2014 | |
Due to Officer. | ' |
Due to Officer | ' |
10. Due to Officer | |
In connection with an employment agreement between the Company and the Company’s former Chief Financial Officer, the Company owed this officer $156,358 in unpaid amounts consisting of consulting fees prior to employment, expenses, salary increases and signing bonus as of December 31, 2013. All amounts have been paid as of September 30, 2014. |
Notes_Payable
Notes Payable | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Notes Payable | ' | |||||||
Notes Payable | ' | |||||||
11. Notes Payable | ||||||||
Notes payable were as follows: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(Unaudited) | ||||||||
Note payable to the Company’s outside law firm and represented corporate and litigation fees due as of December 31, 2013. This note originally bore interest at 3% and was due December 31, 2012. Starting on January 1, 2013, this note bore interest at 10%. This note was in default as of December 31, 2013, but was repaid prior to September 30, 2014. In April 2014, the Company agreed to issue to the law firm a non-interest bearing convertible note in the aggregate principal amount of $875,000 (the “Replacement Note”) as payment in full for the amounts owed to the law firm at that time, including the $467,200 note that was issued on July 1, 2012, contingent on the Company successfully concluding a Cash Proceeds Event. The Replacement Note was due in full on March 31, 2015. Based on the terms of the Replacement Note, on May 6, 2014 the Company repaid the Replacement Note in full upon the receipt of funding. (See note 15). | $ | — | $ | 467,002 | ||||
Notes payable to 11 investors dated July 9, 2012 with maturity date on the earlier of a $2,000,000 capital raise by the Company or February 6, 2013 and bear interest at 10%. $225,000 of these notes were converted by nine investors to common stock in November 2013. The remaining two notes were in default as of December 31, 2013 and September 30, 2014. | 50,000 | 50,000 | ||||||
Note payable to a high-yield fund. This note bore interest at 10% and was scheduled to mature on June 19, 2014. Upon the closing of a financing of at least $7,500,000 on or before the applicable maturity date, this note was to be converted into securities issued in such financing at a conversion price equal to 50% of the purchase price per share or unit of the securities. This note was secured by the assets of the Company. This note was converted into 259,236 shares of common stock on April 29, 2014. | — | 500,000 | ||||||
Note payable to the Company’s Chairman of the Board dated August 9, 2013. Bore interest at 10% and was scheduled to mature on August 9, 2014. Contained mandatory conversion into security or securities totaling $10 million or more at the lesser of 50% of the selling price of such securities or the equivalent of $4.00 per share of common stock. This note was secured by the assets of the Company. This note was converted into 270,616 shares of common stock and a warrant to purchase 121,777 shares of common stock on June 6, 2014. | — | 500,000 | ||||||
Note payable to the Company’s Chairman of the Board dated December 19, 2013. This note bore interest at 10% and was scheduled to mature on June 19, 2014. Upon the closing of a financing of at least $7,500,000 on or before the applicable maturity date, this note was to be converted into securities issued in such financing at a conversion price equal to 50% of the purchase price per share or unit of the securities. This note was secured by the assets of the Company. This note was converted into 78,473 shares of common stock on June 6, 2014. | — | 150,000 | ||||||
$ | 50,000 | $ | 1,667,002 | |||||
Interest expense on these notes was $86,670 and $281,548 for the three and nine months ended September 30, 2014, respectively. Interest expense on these notes was $13,365 and $71,420 for the three and nine months ended September 30, 2013, respectively. |
Note_Payable_Related_Party
Note Payable - Related Party | 9 Months Ended |
Sep. 30, 2014 | |
Note Payable - Related Party | ' |
Note Payable - Related Party | ' |
12. Note Payable — Related Party | |
As of September 30, 2014 and December 31, 2013, the Company had a non-interest bearing and unsecured note payable to a director of the Company dated March 5, 2013 with maturity on the earlier of September 5, 2013 or receipt by the Company of $200,000 in net proceeds from a private placement of Company securities. This note was in default as of September 30, 2014 and December 31, 2013. Subsequent to the end of the third quarter of 2014, on October 21, 2014, the Board of Directors unanimously consented to convert the note and issued to the said director 100,000 shares of common stock and a warrant to purchase 75,000 shares of common stock at an exercise price of $4.80 per share. | |
On June 3, 2014, four convertible promissory notes in the aggregate principal amount of $1,050,000 issued by the Company to the Company’s Chairman of the Board were converted pursuant to the terms thereof into an aggregate of 552,738 shares of common stock and warrants to purchase an aggregate of 355,699 shares of common stock at an exercise price of $4.80 per share. The warrants are exercisable immediately and have a four-year term. |
Issuance_of_Common_Stock_for_T
Issuance of Common Stock for Transfer of Liabilities | 9 Months Ended |
Sep. 30, 2014 | |
Issuance of Common Stock for Transfer of Liabilities | ' |
Issuance of Common Stock for Transfer of Liabilities | ' |
13. Issuance of Common Stock for Transfer of Liabilities | |
In January 2013, the Company signed a term sheet with ASC Recap LLC (“ASC Recap”) to have that firm acquire certain portions of the Company’s liabilities to creditors, employees and former employees (“Creditors”) in exchange for an obligation of the Company to issue shares of common stock to ASC Recap, which shares of common stock would then be sold by ASC Recap and the proceeds distributed to the Creditors. Under the terms of the term sheet, the common stock would be issued in tranches such that ASC Recap would not own more than 9.99% of the outstanding shares of common stock at any time and would be priced at 80% of average closing bids during such period of time in which the dollar trading volume of the common stock is three times the amount of liabilities. ASC Recap entered into agreements in July 2013 with the Creditors to acquire $1,865,386 in liabilities of the Company and filed a complaint on July 29, 2013 with the Second Judicial Circuit Court in Leon County, Florida seeking a judgment against the Company for such amount. A court order based on this complaint was issued on October 7, 2013, resulting in the transfer of $1,865,386 in liabilities of the Company to ASC Recap. The Company issued an initial tranche of 200,000 shares of common stock to ASC Recap in November 2013 and a subsequent tranche of 150,000 shares of common stock in February 2014. | |
On June 6, 2014, the Company entered into an amendment to settlement agreement and stipulation with ASC Recap pursuant to which the Company agreed to deliver to ASC Recap before June 10, 2014, $1,266,401 in cash for distribution by ASC Recap to the Creditors and an additional $300,000 in cash as a settlement fee for ASC Recap and ASC Recap agreed to surrender to the Company 99,332 shares of common stock. The Company paid these amounts and ASC Recap surrendered the shares, resulting in a liability of zero as of September 30, 2014 related to this matter. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Derivative Liabilities | ' | ||||
Derivative Liabilities | ' | ||||
14. Derivative Liabilities | |||||
On May 24, 2011, the Company entered into a securities purchase agreement with eight investors pursuant to which the Company sold 8,700 shares of a new series of convertible preferred stock designated as series E convertible preferred stock for $1,000 per share, or an aggregate of $8,700,000. In October 2012, the Company sold 1,000 shares of Series E for $1,000,000. | |||||
These Series E contained “full ratchet-down” anti-dilution protection that provided that if the Company issues securities for less than the then existing conversion price for the Series E or the exercise price of the warrants issued in connection with the issuance of the Series E, then the conversion price for Series E would be lowered to that lower price. Also, the exercise price for Series E warrants would be decreased to that lower price and the number of Series E warrants would be increased such that the product of the original exercise price times the original quantity would equal the lower exercise price times the higher quantity of Series E warrants. | |||||
Subsequent to the issuance of this Series E, the Company determined that the warrants for these financings included certain embedded derivative features as set forth in ASC Topic 815 and that the conversion feature of the Series E was not an embedded derivative because the feature was clearly and closely related to the host (Series E) as defined in ASC Topic 815. These derivative liabilities were initially recorded at their estimated fair value on the date of issuance and were subsequently adjusted each quarter to reflect the estimated fair value at the end of each period, with any decrease or increase in the estimated fair value of the derivative liability for each period being recorded as other income or expense. Since the value of the embedded derivative feature for the related warrants was higher than the value of both Series E transactions, there was no beneficial conversion feature recorded for either transaction, and the excess of the value of the embedded derivative feature over the value of the transaction was recorded in each period on the consolidated statement of operations as a separate line item. | |||||
The fair value of these derivative liabilities was calculated using the Black-Scholes pricing model based on the closing price of the common stock, the exercise price of the underlying instrument, the risk-free interest rate for the applicable remaining life of the underlying instrument (i.e., the U.S. treasury rate for that period) and the historical volatility of the Company’s common stock. These fair value results were extremely sensitive to all these input variables, particularly the closing price of the common stock and the volatility of the common stock. Accordingly, the fair value of these derivative liabilities was subject to significant changes. On May 6, 2013, the Series E and related warrants were converted into common stock and extinguished and the Company recorded a gain of $8,980,077 on the decrease in fair value for the derivative security and recorded a gain of $1,635,967 on extinguishment of the derivative liability. | |||||
The following assumptions were used to calculate the Black-Scholes values of this derivative liability as of the measurement date of May 6, 2013. The fair value of the underlying common stock was based on the sale of 13,916,665 shares of common stock at $3.00 by the Company during the three months ended June 30, 2013. | |||||
Estimated fair value of underlying common stock | $ | 3 | |||
Remaining life in years | 3.15 | ||||
Risk-free interest rate | 0.38 | % | |||
Expected volatility | 142 | % | |||
Dividend yield | — |
Stockholders_Equity
Stockholder's Equity | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Stockholder's Equity | ' | ||||
Stockholder's Equity | ' | ||||
15. Stockholder’s Equity | |||||
Common Stock | |||||
During the nine months ended September 30, 2014, the Company issued an aggregate of 12,691,840 shares of common stock, including 2,720,000 shares of common stock in connection with the acquisitions of Paloma and VasculoMedics (see note 3 to the consolidated financial statements), 53,457 shares of common stock to a law firm in settlement of outstanding legal obligations, 552,738 shares of common stock to the Company’s Chairman of the Board upon conversion of convertible promissory notes (see note 12 to the consolidated financial statements), an aggregate of 419,292 shares of common stock to creditors in settlement of outstanding debt, 150,000 shares of common stock for assumption of liabilities and an aggregate of 8,895,685 shares of common stock in connection with a private placement, as described below. During the nine months ended September 30, 2014, ASC surrendered 99,332 shares of common stock to the Company (see note 13 to the consolidated financial statements). | |||||
Private Placements | |||||
On April 29, 2014, the Company issued to various institutional and individual accredited investors an aggregate of 2,776,500 shares of common stock and four-year warrants to purchase an aggregate of 832,950 shares of common stock. The price of each unit, which consisted of one share of common stock plus a warrant to purchase 0.3 share of common stock was $4.00. The exercise price of the warrant is $4.80 per share. In addition, on April 29, 2014, the Company issued to its placement agent as part of its compensation warrants to purchase 277,650 shares of common stock, on substantially the same terms as the warrants issued to investors. | |||||
On May 6, 2014, the Company issued to various institutional and individual accredited investors an aggregate of 3,418,125 shares of common stock and four-year warrants to purchase an aggregate of 1,025,438 shares of common stock. The price of each unit, which consisted of one share of common stock plus a warrant to purchase 0.3 share of common stock was $4.00. The exercise price of the warrant is $4.80 per share. In addition, on May 6, 2014, the Company issued to its placement agent as part of its compensation warrants to purchase 341,813 shares of common stock, on substantially the same terms as the warrants issued to investors. | |||||
On May 21, 2014, the Company issued to various institutional and individual accredited investors an aggregate of 872,310 shares of common stock and four-year warrants to purchase an aggregate of 254,193 shares of common stock. The price of each unit, which consisted of one share of common stock plus a warrant to purchase 0.3 share of common stock was $4.00. The exercise price of the warrant is $4.80 per share. In addition, on May 21, 2014, the Company issued to its placement agent as part of its compensation warrants to purchase 87,231 shares of common stock, on substantially the same terms as the warrants issued to investors. | |||||
On June 13, 2014, the Company issued to various institutional and individual accredited investors an aggregate of 1,778,750 shares of common stock and four-year warrants to purchase an aggregate of 533,625 shares of common stock. The price of each unit, which consisted of one share of common stock plus a warrant to purchase 0.3 share of common stock was $4.00. The exercise price of the warrant is $4.80 per share. In addition, on June 13, 2014, the Company issued to its placement agent as part of its compensation warrants to purchase 177,875 shares of common stock, on substantially the same terms as the warrants issued to investors. | |||||
On July 10, 2014, the Company issued to various institutional and individual accredited investors an aggregate of 50,000 shares of common stock and four-year warrants to purchase an aggregate of 15,000 shares of common stock. The price of each unit, which consisted of one share of common stock plus a warrant to purchase 0.3 share of common stock was $4.00. The exercise price of the warrant is $4.80 per share. In addition, on June 13, 2014, the Company issued to its placement agent as part of its compensation warrants to purchase 5,000 shares of common stock, on substantially the same terms as the warrants issued to investors. | |||||
Gross proceeds of the private placement to the Company were approximately $35.6 million and net proceeds approximately $31.3 million, after paying $3.6 million of placement agent fees, $0.2 million of estimated offering expenses and $0.5 million of certain accounts payable. The Company filed a registration statement on Form S-1 with the SEC on July 14, 2014 registering the offering and resale of 11,633,885 shares of our common stock, including the outstanding shares of common stock and shares of common stock issuable upon exercise of the warrants issued in the private placement. This registration statement was declared effective by the SEC on July 31, 2014. | |||||
Common Stock Issued in Settlement of Obligations | |||||
On May 21, 2014, the Company issued 259,236 shares of common stock to a creditor upon conversion of a promissory note in the principal amount of $500,000 and an aggregate of 160,056 shares of common stock to creditors pursuant to settlements of outstanding liabilities then owed to such creditors, including 59,250 shares to the Company’s former Chief Financial Officer. The Company recorded a loss on this settlement in the amount of $32,608. | |||||
On June 6, 2014, the Company issued to its Chairman of the Board 552,738 shares of common stock and warrants to purchase 355,699 shares of common stock at an exercise price of $4.80 per share upon conversion of four convertible promissory notes in the aggregate principal amount of $1,050,000 issued by the Company. The Company recorded a loss on this conversion in the amount $1,829,561. | |||||
On June 18, 2014, the Company issued to a law firm 53,457 shares of common stock and warrants to purchase 16,037 as part of a settlement of outstanding amounts due to the law firm. | |||||
Subsequent to the end of the third quarter of 2014, on October 21, 2014, the Company issued to a director 100,000 shares of common stock and a warrant to purchase 75,000 shares of common stock at an exercise price of $4.80 per share upon conversion of a note payable in the principal amount of $200,000 issued by the Company. | |||||
Stock Options | |||||
During the three and nine months ended September 30, 2014, the Company issued options to purchase an aggregate of 333,195 and 434,051 shares of common stock to four independent members and one former independent member of the Company’s Board of Directors at a weighted average exercise price of $3.71 per share. These options have a ten-year term and vest in equal quarterly installments over three years. | |||||
During the three and nine months ended September 30, 2014, the Company issued options to purchase an aggregate of 1,734,273 and 2,849,050 shares of common stock to employees of the Company at a weighted average exercise price of $3.71 per share. These options have a ten-year term and vest in equal quarterly installments over three years. | |||||
All of these options were valued using the Black-Scholes model and resulted in total stock-based compensation expense of $11,465,528, of which $783,932 and $1,075,131 was recognized in the three and nine months ended September 30, 2014, respectively, and the remaining $10,390,397 will be recognized ratably over the next three years. The assumptions used to value the options granted during the first nine months of 2014 was: | |||||
Estimated fair value of underlying common stock | $2.10 - $3.47 | ||||
Remaining life | 6 | ||||
Risk-free interest rate | 1.85% - 2.07% | ||||
Expected volatility | 150% - 155% | ||||
Dividend yield | — | ||||
Warrants | |||||
During the three and nine months ended September 30, 2014, the Company issued to investors in its private placement four-year warrants to purchase an aggregate of 15,000 and 2,668,706 shares of common stock at an exercise price of $4.80 per share. | |||||
In addition, during the three and nine months ended September 30, 2014, the Company issued to the placement agent in its private placement as partial consideration for its services in connection with the private placement four-year warrants to purchase an aggregate of 5,000 and 889,569 shares of common stock at an exercise price of $4.80 per share. | |||||
In addition, during the nine months ended September 30, 2014, four-year warrants to purchase an aggregate of 355,699 shares of common stock at an exercise price of $4.80 per share to the Company’s Chairman of the Board in addition to an aggregate of 552,738 shares of common stock upon conversion of four convertible promissory notes of the Company in the aggregate principal amount of $1,050,000. See note 10 to the consolidated financial statements. | |||||
In addition, during the nine months ended September 30, 2014, the Company issued to a law firm four-year warrants to purchase 16,037 shares of common stock at an exercise price of $4.80 as part of a settlement of outstanding amounts due to the law firm. | |||||
During the nine months ended September 30, 2013, the Company issued to three financial advisors warrants to purchase an aggregate of 173,917 shares of common stock at an exercise price of $3.00 per share. These warrants have a five-year term and were immediately vested and exercisable as of the date of grant, resulting in Black-Scholes warrant expense of $462,618 during the nine months ended September 30, 2013. The Black-Scholes expense for these warrants was calculated using the following assumptions. The fair value of the underlying common stock was based on the sale by the Company of 139,167 shares of common stock at a purchase price of $3.00 per share during the three months ended June 30, 2013. | |||||
Estimated fair value of underlying common stock | $ | 3 | |||
Remaining life | 5 | ||||
Risk-free interest rate | 0.35 | % | |||
Expected volatility | 141 | % | |||
Dividend yield | — | ||||
During the nine months ended September 30, 2013, the Series E warrants, along with related warrants with similar terms, were exchanged for 1,023,264 shares of common stock and these warrants were extinguished, thereby removing the “overhang” created by the full-ratchet provisions of these warrants that would have increased the number of warrants outstanding and reduced the exercise price of these warrants to the price of any subsequent financing done at a lower price. This exchange of common stock for the Series E warrants resulted in a fair value charge of $3,069,792 during the nine months ended September 30, 2013. These 1,023,264 shares of common stock were valued at $3.00 per share, which was the price at which the Company sold 139,167 shares during the three months ended June 30, 2013, resulting in the fair value charge of $3,069,792. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
16. Commitments and Contingencies | |||||||||||||||||
Office Space Rental | |||||||||||||||||
On August 1, 2011, the Company entered into a lease for 7,000 square feet of office space in Los Angeles, California expiring November 30, 2014. Initially, the lease had a fixed monthly rent of $19,326 and was subject to annual increases of 3%. The Company was not required to pay a fixed monthly rent for months two through five. Prior to this, the Company was leasing the same office space on a month-to-month basis. This property was vacated in April 2012 and the Company recorded a liability of $892,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. As of April 2013, this space was released, but the terms and conditions of the new lease were unknown, so the Company did not adjust the accrued liability as of June 30, 2013. As of September 30, 2014, the accrued liability for this lease was $892,000. | |||||||||||||||||
On November 1, 2011, the Company entered into a lease for 3,000 square feet of office space in Santa Barbara, California for use by the Company’s operating units. This lease expires on October 31, 2014 with two additional three-year renewal terms available. The initial rent plus common area charges were $7,157 per month. This property was vacated in June 2012 and the Company recorded a liability of $229,000 to cover unpaid rent and the present value of rents due for the remainder of the lease term. As of June 2013, this space was released, but the terms and conditions of the new lease were unknown, so the Company did not adjust the accrued liability as of June 30, 2013. As of September 30, 2014, the accrued liability for this lease was $229,000. | |||||||||||||||||
From May 2012 to May 2013, the Company was in a month-to-month lease for office space in Los Angeles, California. Rent for this facility was $2,300 per month. | |||||||||||||||||
On September 4, 2014, the Company entered into a lease agreement for office space totaling approximately 2,900 square feet in Buffalo Grove, Illinois and relocated its corporate headquarters to this facility in the third quarter of 2014. The term of the lease commenced on September 15, 2014 and will continue through February 28, 2018. The Company has an option to renew the lease for one renewal term of three years. Under the lease agreement, the first five months are rent free and then the base rent will be approximately $6,000 per month through February 28, 2016 for a total of approximately $72,000 per year. The base rent will increase to approximately $6,100 per month for the first year thereafter and $6,200 per month for the second year thereafter. | |||||||||||||||||
Contractual Obligations | |||||||||||||||||
Set forth below is information concerning the Company’s known contractual obligations as of September 30, 2014 that are fixed and determinable by year starting with the twelve months ending September 30, 2015. | |||||||||||||||||
Total | 2015 | 2016 | 2017 | Beyond | |||||||||||||
2017 | |||||||||||||||||
Accrued board fees | $ | 92,917 | $ | 92,917 | $ | — | $ | — | $ | — | |||||||
Rent obligations | 1,343,962 | 722,566 | 412,520 | 177,795 | 31,081 | ||||||||||||
Employee contracts | 5,188,250 | 2,189,667 | 2,033,000 | 965,583 | — | ||||||||||||
Purchase obligation — non-cGMP manufacture of RES-440 | 142,750 | 142,750 | — | — | — | ||||||||||||
Total | $ | 6,767,879 | $ | 3,147,900 | $ | 2,445,520 | $ | 1,143,378 | $ | 31,081 | |||||||
Employment and Severance Agreements | |||||||||||||||||
During the nine months ended September 30, 2014, the Company entered into the following employment, severance and other agreements with its executive officers: | |||||||||||||||||
On March 5, 2014, the Company entered into an executive employment agreement with Stephen M. Simes pursuant to which Mr. Simes was appointed the Company’s Chief Executive Officer. The agreement is for an initial term of three years, subject to extension. Under the agreement, Mr. Simes is to receive an annual base salary of $425,000 with annual review and base salary increases as approved by the Company’s Board of Directors. Mr. Simes is eligible to earn an annual bonus based upon achievement of performance objectives set by the Board of Directors after consultation with Mr. Simes, with a target bonus opportunity of 60% of his annual base salary. In connection with his hiring, Mr. Simes received an initial stock option to purchase 500,000 shares of common stock at an exercise price of $2.50 per share, which option has a ten-year term and will vest and become exercisable in equal quarterly installments over the initial three-year term of his employment. | |||||||||||||||||
On March 31, 2014, in connection with the closing of the acquisitions of Paloma and VasculoMedics, the Company entered into an executive employment agreement with David Sherris, Ph.D. pursuant to which Dr. Sherris was appointed the Company’s Chief Scientific Officer and President of the Company’s Paloma/VasculoMedics divisions. The agreement is for an initial period of three years, subject to extension. Under the agreement, Dr. Sherris is to receive an annual base salary of $345,000 and is eligible for a bonus of up to 50% of his base salary upon meeting certain milestones established by the Board of Directors upon consultation with Dr. Sherris. | |||||||||||||||||
On May 27, 2014, the Company entered into an executive employment agreement with Phillip B. Donenberg pursuant to which Mr. Donenberg was appointed Chief Financial Officer of the Company. The agreement is for an initial term of three years, subject to extension. Under the agreement, Mr. Donenberg is to receive an annual base salary of $335,000 with annual review and base salary increases as approved by the Board of Directors. Mr. Donenberg is eligible to earn an annual bonus based upon achievement of performance objectives set by the Board of Directors after consultation with Mr. Donenberg, with a target bonus opportunity of 45% of his annual base salary. In connection with his hiring, Mr. Donenberg received an initial stock option to purchase 250,000 shares of common stock at an exercise price of $4.00 per share, which option has a ten-year term and will vest quarterly over the initial three-year term of his employment. | |||||||||||||||||
On June 9, 2014, the Company entered into an executive employment agreement with Tim Boris pursuant to which Mr. Boris was appointed General Counsel and Vice President of Legal Affairs. The employment agreement is for an initial term of one year, subject to extension. Under the agreement, Mr. Boris is to receive an annual base salary of $235,000 and is eligible to earn a target annual bonus of up to 30% of his annual base salary. | |||||||||||||||||
On June 9, 2014, the Company entered into a severance agreement and general release with John Moynahan, the Company’s former Chief Financial Officer pursuant to which the Company and Mr. Moynahan agreed on the amount of back wages, unpaid expenses and a severance payment. On May 28, 2014, the Company entered into an independent contractor agreement with Mr. Moynahan pursuant to which the Company agreed to pay Mr. Monahan a consulting fee of $175 per hour. This agreement may be terminated by either party upon three days written notice. Effective as of April 29, 2014, the Company entered into a settlement agreement and release with its former Chief Financial Officer pursuant to which the parties agreed upon an amount of compensation and other monies owed to the former executive from the inception of his work through December 31, 2013. Under the agreement, the Company paid the former executive $37,500 in cash and issued him 59,250 shares of common stock. | |||||||||||||||||
On July 7, 2014, the Company entered into a consulting agreement with Jerold Rubinstein, the Company’s former Chief Executive Officer, pursuant to which the Company agreed to pay Mr. Rubinstein a consulting fee of $50,000 on a quarterly basis over the 12-month term. | |||||||||||||||||
On August 4, 2014, the Company entered into an executive employment agreement with Mark Weinberg, M.D. pursuant to which Dr. Weinberg was appointed Senior Vice President of Clinical Development of the Company. The agreement is for an initial term of three years, subject to extension. Under the agreement, Dr. Weinberg is to receive an annual base salary of $357,000 with annual review and base salary increases as approved by the Board of Directors. Dr. Weinberg is eligible to earn an annual bonus based upon achievement of performance objectives set by the Board of Directors, after consultation with Dr. Weinberg, with a target bonus opportunity of 50% of his annual base salary. In connection with his hiring, Dr. Weinberg received an initial stock option to purchase 521,475 shares of common stock at an exercise price of $3.90 per share, which option has a ten-year term and will vest quarterly over the initial three-year term of his employment. | |||||||||||||||||
SAFC — non-cGMP manufacture of RES-440 | |||||||||||||||||
The Company currently has a future commitment with SAFC in regards to the non-cGMP manufacture of RES-440 for $142,750. | |||||||||||||||||
Litigation | |||||||||||||||||
In January 2013, the Company signed a term sheet with ASC Recap to have ASC Recap acquire certain portions of the Company’s liabilities to Creditors for an obligation of the Company to issue shares of common stock to ASC Recap, which shares of common stock would then be sold by ASC Recap and the proceeds distributed to the Creditors. ASC Recap entered into agreements in July 2013 with the Creditors to acquire $1,865,386 in liabilities of the Company and filed a complaint on July 29, 2013 with the Second Judicial Circuit Court in Leon County, Florida seeking a judgment against the Company for such amount. A court order based on this complaint was issued on October 7, 2013, resulting in the transfer of $1,865,386 in liabilities of the Company to ASC Recap. The Company issued an initial tranche of 200,000 shares of common stock to ASC Recap in November 2013 and a subsequent tranche of 150,000 shares of common stock in February 2014. On June 6, 2014, the Company entered into an amendment to settlement agreement and stipulation with ASC Recap pursuant to which the Company agreed to deliver to ASC Recap or before June 10, 2014, $1,266,401 in cash for distribution by ASC Recap to the Creditors and an additional $300,000 in cash as a settlement fee for ASC Recap and ASC Recap agreed to surrender to the Company 99,332 shares of common stock. The Company paid these amounts and ASC Recap surrendered the shares, resulting in no liability as of September 30, 2014 related to this matter. | |||||||||||||||||
In July 2013, the Company received notice that a complaint for property damage had been filed by the Truck Insurance Exchange against the Company for $393,592 related to water damage incurred by a printing company on the ground floor of the Company’s former office space in Los Angeles. This damage is alleged to have occurred in connection with a water leak in the Company’s former office in February 2013. The Company has a dispute with its insurance carrier at that time regarding coverage for this matter and the Company intends to pursue this dispute to ensure that it had proper insurance coverage at that time. As of September 30, 2014, the Company had accrued $393,592 in connection with this matter. | |||||||||||||||||
From time to time, the Company is subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business. Such actions and proceedings are subject to many uncertainties and to outcomes that are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, including future legal costs, settlements and judgments, where the Company has assessed that a loss is probable and an amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred. In the opinion of management, as of September 30, 2014, the amount of liability, if any, with respect to these matters, individually or in the aggregate, will not materially affect the Company’s consolidated results of operations, financial position or cash flows. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||||||||
17. Segment Information | ||||||||||||||||||||||||||
In 2013, ProElite was considered to be an operating segment pursuant to ASC Topic 280 “Segment Reporting” since each was budgeted separately and tracked separately to provide the chief operating decision maker information to assess and manage ProElite, Stratus White and Hygeia/Canterbury. The Company suspended operations of ProElite effective June 30, 2013. Following the repositioning of the Company as a specialty biopharmaceutical company, the Board of Directors voted to discontinue operations of ProElite effective March 31, 2014. The following segment information is presented to provide a comparison for the three and nine months ended September 30, 2014 and 2013. | ||||||||||||||||||||||||||
A summary of results by segments is as follows: | ||||||||||||||||||||||||||
Three Months Ended September 30, 2014 ($000) | Three Months Ended September 30, 2013 ($000) | |||||||||||||||||||||||||
Bio- | ProElite | Other | Total | Bio- | ProElite | Other | Total | |||||||||||||||||||
Pharma | (Discont.) | Pharma | (Discont.) | |||||||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cost of sales | — | — | — | — | — | — | — | — | ||||||||||||||||||
Gross margin | — | — | — | — | — | — | — | — | ||||||||||||||||||
Depreciation and amortization | 656 | — | — | 656 | — | — | 7 | 7 | ||||||||||||||||||
Segment profit | (656 | ) | — | — | (656 | ) | — | — | (7 | ) | (7 | ) | ||||||||||||||
Operating expenses | 2,942 | — | — | 2,942 | — | — | 1,670 | 1,670 | ||||||||||||||||||
Other (income)/expenses | (149 | ) | — | — | (149 | ) | — | — | (49 | ) | (49 | ) | ||||||||||||||
Impact of derivative securities | — | — | — | — | — | — | — | — | ||||||||||||||||||
Net income (loss) from continuing ops. | (3,449 | ) | — | — | (3,449 | ) | — | — | (1,628 | ) | (1,628 | ) | ||||||||||||||
Income from discontinued ops. | — | — | — | — | — | 103 | — | 103 | ||||||||||||||||||
Preferred dividends | — | — | — | — | — | — | — | — | ||||||||||||||||||
Net (loss) income attributable to common shareholders | $ | (3,449 | ) | $ | — | $ | — | $ | (3,449 | ) | $ | — | $ | 103 | $ | (1,628 | ) | $ | (1,525 | ) | ||||||
Nine Months Ended September 30, 2014 ($000) | Nine Months Ended September 30, 2013 ($000) | |||||||||||||||||||||||||
Bio- | ProElite | Other | Total | Bio- | ProElite | Other | Total | |||||||||||||||||||
Pharma | (Discont.) | Pharma | (Discont.) | |||||||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cost of sales | — | — | — | — | — | — | — | — | ||||||||||||||||||
Gross margin | — | — | — | — | — | — | — | — | ||||||||||||||||||
Depreciation and amortization | 1,744 | — | — | 1,744 | — | — | 24 | 24 | ||||||||||||||||||
Segment profit | (1,744 | ) | — | — | (1,744 | ) | — | — | (24 | ) | (24 | ) | ||||||||||||||
Operating expenses | 7,929 | — | — | 7,929 | — | — | 10,728 | 10,728 | ||||||||||||||||||
Other (income)/expenses | (388 | ) | — | — | (388 | ) | — | — | (34 | ) | (34 | ) | ||||||||||||||
Impact of derivative securities | — | — | — | — | — | — | (9,217 | ) | (9,217 | ) | ||||||||||||||||
Net income (loss) from continuing ops. | (9,285 | ) | — | — | (9,285 | ) | — | — | (1,501 | ) | (1,501 | ) | ||||||||||||||
Loss from discontinued ops. | — | — | — | — | — | (153 | ) | — | (153 | ) | ||||||||||||||||
Preferred dividends | — | — | — | — | — | — | 172 | 172 | ||||||||||||||||||
Net (loss) attributable to common shareholders | $ | (9,285 | ) | $ | — | $ | — | $ | (9,285 | ) | $ | — | $ | (153 | ) | $ | (1,673 | ) | $ | (1,826 | ) | |||||
Assets at end of period | $ | 50,547 | $ | — | $ | — | $ | 50,547 | $ | — | $ | 230 | $ | 3,005 | $ | 3,235 | ||||||||||
Liabilities at end of period | $ | 7,748 | $ | — | $ | — | $ | 7,748 | $ | — | $ | 1,417 | $ | 8,153 | $ | 9,570 | ||||||||||
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Discontinued Operations | ' | |||||||||||||
Discontinued Operations | ' | |||||||||||||
18. Discontinued Operations | ||||||||||||||
The Company suspended operations of ProElite effective June 30, 2013. Following the repositioning of the Company as a specialty biopharmaceutical company, the Board of Directors voted to discontinue operations of ProElite effective March 31, 2014. The assets and liabilities of ProElite are consolidated into the consolidated balance sheets as of June 30, 2014 and December 31, 2013 and are as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
(Unaudited) | ||||||||||||||
Total assets | $ | — | $ | — | ||||||||||
Accounts payable | — | 167,244 | ||||||||||||
Other accrued liabilities | — | 16,250 | ||||||||||||
Equity, net | — | (183,494 | ) | |||||||||||
Total liabilities and accumulated deficit | $ | — | $ | — | ||||||||||
The income statement details for ProElite that are summarized in the discontinued operations line in the consolidated statements of operations are as follows: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||
Revenues | $ | — | $ | — | $ | — | $ | 71,667 | ||||||
Cost of revenues | — | — | — | — | ||||||||||
Gross profit | — | — | — | 71,667 | ||||||||||
Operating (income) expenses | — | (110,938 | ) | — | 173,173 | |||||||||
Interest expense | — | 21,838 | — | 79,893 | ||||||||||
Net income attributed to non-controlling interests | — | (13,634 | ) | — | (28,065 | ) | ||||||||
Total (income) expenses | — | (102,374 | ) | — | 153,334 | |||||||||
Net income (loss) | $ | — | $ | 102,374 | $ | — | $ | (153,334 | ) | |||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Event | ' |
Subsequent Event | ' |
19. Subsequent Event | |
Subsequent to the end of the third quarter of 2014, on October 21, 2014, the Company issued to a director 100,000 shares of common stock and a warrant to purchase 75,000 shares of common stock at an exercise price of $4.80 per share upon conversion of a note payable in the principal amount of $200,000 issued by the Company. (See note 12). |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Basis of Presentation and Significant Accounting Policies | ' | |||||||
Basis of Presentation | ' | |||||||
Basis of Presentation | ||||||||
The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated balance sheets at September 30, 2014 consolidates the accounts of ProElite, Canterbury, Hygeia, Paloma and VasculoMedics and the consolidated balance sheet at December 31, 2013 consolidates the accounts of ProElite, Canterbury and Hygeia. The consolidated statements of operations for the three and nine months ended September 30, 2014 consolidate the accounts of Canterbury, Hygeia, along with results of Paloma and VasculoMedics from the date of acquisition, and include ProElite as discontinued operations. The consolidated statements of operations for the three months and nine months ended September 30, 2013 include ProElite as discontinued operations. All significant intercompany balances were eliminated in consolidation. | ||||||||
Basic and Diluted Earnings Per Share ("EPS") | ' | |||||||
Basic and Diluted Earnings Per Share (“EPS”) | ||||||||
Basic EPS is computed by dividing the income/(loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all the potential shares, warrants and stock options had been issued and if the additional shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares were converted into common stock. Dilution is computed by applying the if-converted method for the outstanding convertible preferred shares. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). | ||||||||
Discontinued Operations | ' | |||||||
Discontinued Operations | ||||||||
The Company suspended operations of ProElite effective June 30, 2013. The Company’s Board of Directors voted to discontinue operations of ProElite effective March 31, 2014. | ||||||||
Use of Estimates | ' | |||||||
Use of Estimates | ||||||||
The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ from such estimates and assumptions. | ||||||||
Derivative liabilities. | ' | |||||||
Derivative Liabilities | ||||||||
On May 24, 2011, the Company entered into a securities purchase agreement with eight investors pursuant to which the Company sold 8,700 shares of a new series of convertible preferred stock designated as series E convertible preferred stock (“Original Series E”) for $1,000 per share, or an aggregate of $8,700,000. In October 2012, the Company sold 1,000 shares of Series E for $1,000,000 (“New Series E”). The Original Series E and New Series E together are referred to herein as “Series E”. | ||||||||
These Series E contained “full ratchet-down” anti-dilution protection that provided that if the Company issues securities for less than the then existing conversion price for the Series E or the exercise price of the warrants issued in connection with the issuance of the Series E, then the conversion price for Series E would be lowered to that price. Also, the exercise price for Series E warrants would be decreased to that lower price and the number of Series E warrants would be increased such that the product of the original exercise price times the original quantity would equal the lower exercise price times the higher quantity of Series E warrants. | ||||||||
Subsequent to the issuance of the Series E, the Company determined that the warrants for these financings included certain embedded derivative features as set forth in Accounting Standards Codification (“ASC”) Topic 815 “Derivatives and Hedging” and that the conversion feature of the Series E was not an embedded derivative because the feature was clearly and closely related to the host (Series E) as defined in ASC Topic 815. These derivative liabilities were initially recorded at their estimated fair value on the date of issuance and were subsequently adjusted each quarter to reflect the estimated fair value at the end of each period, with any decrease or increase in the estimated fair value of the derivative liability for each period being recorded as other income or expense. Since the value of the embedded derivative feature for the related warrants was higher than the value of both Series E transactions, there was no beneficial conversion feature recorded for either transaction, and the excess of the value of the embedded derivative feature over the value of the transaction was recorded in each period on the consolidated statements of operations as a separate line item. | ||||||||
Cash Equivalents | ' | |||||||
Cash Equivalents | ||||||||
We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. | ||||||||
Fair Value of Financial Instruments | ' | |||||||
Fair Value of Financial Instruments | ||||||||
Our financial instruments include cash and cash equivalents, accounts payable and accrued liabilities. The carrying amounts of financial instruments approximate fair value due to their short maturities. | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost less accumulated depreciation. We record depreciation using the straight-line method over the following estimated useful lives: | ||||||||
Equipment | 3 — 5 years | |||||||
Furniture and fixtures | 5 years | |||||||
Software | 3 years | |||||||
Leasehold improvements | Lesser of lease term or life of improvements | |||||||
Goodwill and Intangible Assets | ' | |||||||
Goodwill and Intangible Assets | ||||||||
Intangible assets as of September 30, 2014 consisted of goodwill and intangible assets arising from the acquisitions of Canterbury, Hygeia, Paloma and VasculoMedics. Goodwill as of December 31, 2013 arose from goodwill from the acquisitions of Canterbury and Hygeia. Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. The Company applies ASC Topic 350 “Intangibles - Goodwill and Other,” which requires allocating goodwill to each reporting unit and testing for impairment using a two-step approach. | ||||||||
The Company is currently reviewing the value of intangible assets and related goodwill as part of its annual reporting process, which occurs in November of each year. The Company is following ASC Topic 350 and examining all facts and circumstances for each event or business to determine if it was more likely than not that impairment had occurred. The Company expects to complete this examination by the end of the year. If this examination suggests it was more likely than not that impairment had occurred, the Company will then compare discounted cash flow forecasts related to the asset with the stated value of the asset on the balance sheet. In between valuations, the Company conducts additional tests to determine if circumstances warranted additional testing for impairment. | ||||||||
To review the value of intangible assets and related goodwill as of December 31, 2013, the Company followed ASC Topic 350 and first examined the facts and circumstances for each event or business to determine if it was more likely than not that an impairment had occurred. If this examination suggested it was more likely than not that impairment had occurred, the Company then compared discounted cash flow forecasts related to the asset with the stated value of the asset on the balance sheet. The objective was to determine the value of each asset to an industry participant who is a willing buyer not under compulsion to buy and the Company is a willing seller not under compulsion to sell. Revenue from goodwill and intangible assets was forecasted based on the assumption that Canterbury and Hygeia were standalone entities. These forecasts were discounted at a range of discount rates determined by taking the risk-free interest rate at the time of valuation, plus premiums for equity risk to small companies in general, for factors specific to the Company and the business. | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
The Company utilizes ASC Topic 740 “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. | ||||||||
As of September 30, 2014 and December 31, 2013, the Company had net operating loss (“NOL”) carryforwards as follows: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Combined NOL Carryforwards: | ||||||||
Federal | $ | 50,810,062 | $ | 43,475,339 | ||||
California | $ | 46,078,297 | $ | 38,743,574 | ||||
The NOL carryforwards for 2014 and 2013 begin expiring in 2022 and 2021, respectively. From December 31, 2012 to September 30, 2014, the number of outstanding shares of common stock increased from 890,837 to 18,505,625. This increase in the number of shares of common stock outstanding constitutes a change of ownership, under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, and is likely to significantly limit the ability of the Company to utilize these NOL carryforwards to offset future income. Accordingly, the Company recorded a 100% valuation allowance of the deferred tax assets at September 30, 2014 and December 31, 2013. | ||||||||
Stock-Based Compensation | ' | |||||||
Stock-Based Compensation | ||||||||
The Company follows ASC Topic 718 “Share Based Payment,” using the modified prospective transition method. New awards and awards modified, repurchased or cancelled after January 1, 2006 trigger compensation expense based on the fair value of the stock option as determined by the Black-Scholes option pricing model. The Company amortizes stock-based compensation for such awards on a straight-line method over the related service period of the awards taking into account the effects of the employees’ expected exercise and post-vesting employment termination behavior. The Company accounts for equity instruments issued to non-employees in accordance with ASC Topic 718 and Emerging Issues Tax Force (“EITF”) Issue No. 96-18. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model. | ||||||||
Reclassification | ' | |||||||
Reclassification | ||||||||
Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net (loss) or the stockholders’ equity. | ||||||||
Recently Issued Accounting Pronouncements | ' | |||||||
Recently Issued Accounting Pronouncements | ||||||||
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance that changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2014, which means the first quarter of the Company’s fiscal year 2015, with early adoption permitted. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. This new guidance will not affect the Company’s consolidated financial position, results of operations or cash flows. | ||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (ASC Topic 606)”. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | ||||||||
Step 1: Identify the contract(s) with a customer. | ||||||||
Step 2: Identify the performance obligation in the contract. | ||||||||
Step 3: Determine the transaction price. | ||||||||
Step 4: Allocate the transaction price to the performance obligations in the contract. | ||||||||
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | ||||||||
For public entities, this ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of applying either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is evaluating the potential impact of adoption of this ASU on its consolidated financial statements. | ||||||||
Other recent accounting pronouncements issued by the FASB (including its EITF), the American Institute of Certified Public Accountants (“AICPA”), and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Basis of Presentation and Significant Accounting Policies | ' | |||||||
Property and Equipment | ' | |||||||
Equipment | 3 — 5 years | |||||||
Furniture and fixtures | 5 years | |||||||
Software | 3 years | |||||||
Leasehold improvements | Lesser of lease term or life of improvements | |||||||
Net operating loss ("NOL") carryforwards | ' | |||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Combined NOL Carryforwards: | ||||||||
Federal | $ | 50,810,062 | $ | 43,475,339 | ||||
California | $ | 46,078,297 | $ | 38,743,574 |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Acquisitions | ' | |||||||||||||
Schedule of pro forma financial information | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net revenues | $ | — | $ | — | $ | — | $ | — | ||||||
Net loss | $ | (3,449,470 | ) | $ | (2,498,723 | ) | $ | (9,652,657 | ) | $ | (3,726,533 | ) | ||
Basic and diluted loss per share | $ | (0.22 | ) | $ | (0.31 | ) | $ | (1.42 | ) | $ | (0.57 | ) |
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property and Equipment, Net. | ' | |||||||
Property and Equipment | ' | |||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(Unaudited) | ||||||||
Computing equipment and office machines | $ | 124 | $ | 145,245 | ||||
Furniture and fixtures | 57,375 | 78,833 | ||||||
Lab equipment | 624 | — | ||||||
Total | 58,123 | 224,078 | ||||||
Less accumulated depreciation | (3,765 | ) | (212,816 | ) | ||||
Property and equipment, net | $ | 54,358 | $ | 11,262 |
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Intangible Assets, Net | ' | |||||||||||||||||||
Schedule of intangible assets | ' | |||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||
Gross | Accumulative | Intangible | Gross | Accumulative | Intangible | |||||||||||||||
Carrying | Amortization | Assets, net | Carrying | Amortization | Assets, net | |||||||||||||||
Amount | Amount | |||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Definite lived intangible assets | $ | 13,761,628 | $ | (962,340 | ) | $ | 12,799,288 | $ | 7,779,000 | $ | (87,318 | ) | $ | 7,691,682 | ||||||
In-process research and development costs (IPR&D) | 159,492 | — | 159,492 | — | — | — | ||||||||||||||
Total intangible assets | $ | 13,921,120 | $ | (962,340 | ) | $ | 12,958,780 | $ | 7,779,000 | $ | (87,318 | ) | $ | 7,691,682 | ||||||
Schedule of estimated amortization expense | ' | |||||||||||||||||||
For the twelve months ending | Amortization Expense | |||||||||||||||||||
September 30, 2015 | $ | 1,231,064 | ||||||||||||||||||
September 30, 2016 | 1,231,064 | |||||||||||||||||||
September 30, 2017 | 1,231,064 | |||||||||||||||||||
September 30, 2018 | 1,231,064 | |||||||||||||||||||
September 30, 2019 | 1,231,064 | |||||||||||||||||||
For the twelve months ending | Amortization Expense | |||||||||||||||||||
Thereafter | $ | 6,643,968 | ||||||||||||||||||
Other_Accrued_Expenses_and_Lia1
Other Accrued Expenses and Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Other Accrued Expenses and Liabilities. | ' | |||||||
Other accrued expenses and other liabilities | ' | |||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(Unaudited) | ||||||||
Payroll related | $ | 859,941 | $ | 479,087 | ||||
Estimated property damage liability that may not be covered by insurance | 393,592 | 393,592 | ||||||
Professional fees | 107,500 | 110,000 | ||||||
Board fees | 92,917 | 657,934 | ||||||
Other | 37,012 | 57,101 | ||||||
$ | 1,490,962 | $ | 1,697,714 |
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Notes Payable | ' | |||||||
Schedule of Debt | ' | |||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(Unaudited) | ||||||||
Note payable to the Company’s outside law firm and represented corporate and litigation fees due as of December 31, 2013. This note originally bore interest at 3% and was due December 31, 2012. Starting on January 1, 2013, this note bore interest at 10%. This note was in default as of December 31, 2013, but was repaid prior to September 30, 2014. In April 2014, the Company agreed to issue to the law firm a non-interest bearing convertible note in the aggregate principal amount of $875,000 (the “Replacement Note”) as payment in full for the amounts owed to the law firm at that time, including the $467,200 note that was issued on July 1, 2012, contingent on the Company successfully concluding a Cash Proceeds Event. The Replacement Note was due in full on March 31, 2015. Based on the terms of the Replacement Note, on May 6, 2014 the Company repaid the Replacement Note in full upon the receipt of funding. (See note 15). | $ | — | $ | 467,002 | ||||
Notes payable to 11 investors dated July 9, 2012 with maturity date on the earlier of a $2,000,000 capital raise by the Company or February 6, 2013 and bear interest at 10%. $225,000 of these notes were converted by nine investors to common stock in November 2013. The remaining two notes were in default as of December 31, 2013 and September 30, 2014. | 50,000 | 50,000 | ||||||
Note payable to a high-yield fund. This note bore interest at 10% and was scheduled to mature on June 19, 2014. Upon the closing of a financing of at least $7,500,000 on or before the applicable maturity date, this note was to be converted into securities issued in such financing at a conversion price equal to 50% of the purchase price per share or unit of the securities. This note was secured by the assets of the Company. This note was converted into 259,236 shares of common stock on April 29, 2014. | — | 500,000 | ||||||
Note payable to the Company’s Chairman of the Board dated August 9, 2013. Bore interest at 10% and was scheduled to mature on August 9, 2014. Contained mandatory conversion into security or securities totaling $10 million or more at the lesser of 50% of the selling price of such securities or the equivalent of $4.00 per share of common stock. This note was secured by the assets of the Company. This note was converted into 270,616 shares of common stock and a warrant to purchase 121,777 shares of common stock on June 6, 2014. | — | 500,000 | ||||||
Note payable to the Company’s Chairman of the Board dated December 19, 2013. This note bore interest at 10% and was scheduled to mature on June 19, 2014. Upon the closing of a financing of at least $7,500,000 on or before the applicable maturity date, this note was to be converted into securities issued in such financing at a conversion price equal to 50% of the purchase price per share or unit of the securities. This note was secured by the assets of the Company. This note was converted into 78,473 shares of common stock on June 6, 2014. | — | 150,000 | ||||||
$ | 50,000 | $ | 1,667,002 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Derivative Liabilities | ' | ||||
Fair value assumptions schedule | ' | ||||
The fair value of the underlying common stock was based on the sale of 13,916,665 shares of common stock at $3.00 by the Company during the three months ended June 30, 2013. | |||||
Estimated fair value of underlying common stock | $ | 3 | |||
Remaining life in years | 3.15 | ||||
Risk-free interest rate | 0.38 | % | |||
Expected volatility | 142 | % | |||
Dividend yield | — |
Stockholders_Equity_Tables
Stockholder's Equity (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Stockholder's Equity | ' | ||||
Stock Options- Assumptions | ' | ||||
Estimated fair value of underlying common stock | $2.10 - $3.47 | ||||
Remaining life | 6 | ||||
Risk-free interest rate | 1.85% - 2.07% | ||||
Expected volatility | 150% - 155% | ||||
Dividend yield | — | ||||
Warrants -Assumptions | ' | ||||
The fair value of the underlying common stock was based on the sale by the Company of 139,167 shares of common stock at a purchase price of $3.00 per share during the three months ended June 30, 2013. | |||||
Estimated fair value of underlying common stock | $ | 3 | |||
Remaining life | 5 | ||||
Risk-free interest rate | 0.35 | % | |||
Expected volatility | 141 | % | |||
Dividend yield | — |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
Contractual obligations | ' | ||||||||||||||||
Total | 2015 | 2016 | 2017 | Beyond | |||||||||||||
2017 | |||||||||||||||||
Accrued board fees | $ | 92,917 | $ | 92,917 | $ | — | $ | — | $ | — | |||||||
Rent obligations | 1,343,962 | 722,566 | 412,520 | 177,795 | 31,081 | ||||||||||||
Employee contracts | 5,188,250 | 2,189,667 | 2,033,000 | 965,583 | — | ||||||||||||
Purchase obligation — non-cGMP manufacture of RES-440 | 142,750 | 142,750 | — | — | — | ||||||||||||
Total | $ | 6,767,879 | $ | 3,147,900 | $ | 2,445,520 | $ | 1,143,378 | $ | 31,081 |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||||||||
Three Months Ended September 30, 2014 ($000) | Three Months Ended September 30, 2013 ($000) | |||||||||||||||||||||||||
Bio- | ProElite | Other | Total | Bio- | ProElite | Other | Total | |||||||||||||||||||
Pharma | (Discont.) | Pharma | (Discont.) | |||||||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cost of sales | — | — | — | — | — | — | — | — | ||||||||||||||||||
Gross margin | — | — | — | — | — | — | — | — | ||||||||||||||||||
Depreciation and amortization | 656 | — | — | 656 | — | — | 7 | 7 | ||||||||||||||||||
Segment profit | (656 | ) | — | — | (656 | ) | — | — | (7 | ) | (7 | ) | ||||||||||||||
Operating expenses | 2,942 | — | — | 2,942 | — | — | 1,670 | 1,670 | ||||||||||||||||||
Other (income)/expenses | (149 | ) | — | — | (149 | ) | — | — | (49 | ) | (49 | ) | ||||||||||||||
Impact of derivative securities | — | — | — | — | — | — | — | — | ||||||||||||||||||
Net income (loss) from continuing ops. | (3,449 | ) | — | — | (3,449 | ) | — | — | (1,628 | ) | (1,628 | ) | ||||||||||||||
Income from discontinued ops. | — | — | — | — | — | 103 | — | 103 | ||||||||||||||||||
Preferred dividends | — | — | — | — | — | — | — | — | ||||||||||||||||||
Net (loss) income attributable to common shareholders | $ | (3,449 | ) | $ | — | $ | — | $ | (3,449 | ) | $ | — | $ | 103 | $ | (1,628 | ) | $ | (1,525 | ) | ||||||
Nine Months Ended September 30, 2014 ($000) | Nine Months Ended September 30, 2013 ($000) | |||||||||||||||||||||||||
Bio- | ProElite | Other | Total | Bio- | ProElite | Other | Total | |||||||||||||||||||
Pharma | (Discont.) | Pharma | (Discont.) | |||||||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cost of sales | — | — | — | — | — | — | — | — | ||||||||||||||||||
Gross margin | — | — | — | — | — | — | — | — | ||||||||||||||||||
Depreciation and amortization | 1,744 | — | — | 1,744 | — | — | 24 | 24 | ||||||||||||||||||
Segment profit | (1,744 | ) | — | — | (1,744 | ) | — | — | (24 | ) | (24 | ) | ||||||||||||||
Operating expenses | 7,929 | — | — | 7,929 | — | — | 10,728 | 10,728 | ||||||||||||||||||
Other (income)/expenses | (388 | ) | — | — | (388 | ) | — | — | (34 | ) | (34 | ) | ||||||||||||||
Impact of derivative securities | — | — | — | — | — | — | (9,217 | ) | (9,217 | ) | ||||||||||||||||
Net income (loss) from continuing ops. | (9,285 | ) | — | — | (9,285 | ) | — | — | (1,501 | ) | (1,501 | ) | ||||||||||||||
Loss from discontinued ops. | — | — | — | — | — | (153 | ) | — | (153 | ) | ||||||||||||||||
Preferred dividends | — | — | — | — | — | — | 172 | 172 | ||||||||||||||||||
Net (loss) attributable to common shareholders | $ | (9,285 | ) | $ | — | $ | — | $ | (9,285 | ) | $ | — | $ | (153 | ) | $ | (1,673 | ) | $ | (1,826 | ) | |||||
Assets at end of period | $ | 50,547 | $ | — | $ | — | $ | 50,547 | $ | — | $ | 230 | $ | 3,005 | $ | 3,235 | ||||||||||
Liabilities at end of period | $ | 7,748 | $ | — | $ | — | $ | 7,748 | $ | — | $ | 1,417 | $ | 8,153 | $ | 9,570 | ||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Discontinued Operations | ' | |||||||||||||
Schedule of balance sheets of discontinued operations | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
(Unaudited) | ||||||||||||||
Total assets | $ | — | $ | — | ||||||||||
Accounts payable | — | 167,244 | ||||||||||||
Other accrued liabilities | — | 16,250 | ||||||||||||
Equity, net | — | (183,494 | ) | |||||||||||
Total liabilities and accumulated deficit | $ | — | $ | — | ||||||||||
Schedule of cash flow of discontinued operations | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||
Revenues | $ | — | $ | — | $ | — | $ | 71,667 | ||||||
Cost of revenues | — | — | — | — | ||||||||||
Gross profit | — | — | — | 71,667 | ||||||||||
Operating (income) expenses | — | (110,938 | ) | — | 173,173 | |||||||||
Interest expense | — | 21,838 | — | 79,893 | ||||||||||
Net income attributed to non-controlling interests | — | (13,634 | ) | — | (28,065 | ) | ||||||||
Total (income) expenses | — | (102,374 | ) | — | 153,334 | |||||||||
Net income (loss) | $ | — | $ | 102,374 | $ | — | $ | (153,334 | ) |
Business_and_Corporate_History1
Business and Corporate History (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Mar. 07, 2014 | Mar. 31, 2014 | Nov. 30, 2013 | Mar. 14, 2008 | Jun. 30, 2011 | Nov. 18, 2013 | Sep. 30, 2013 | Mar. 28, 2014 | Mar. 28, 2014 | |
item | item | PSEI | ProElite | Canterbury and Hygeia | Canterbury and Hygeia | Paloma | VasculoMedics | ||
item | |||||||||
Business combinations | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued for all issued and outstanding shares of acquirer | ' | ' | ' | 49,500,000 | ' | ' | 1,150,116 | 2,500,000 | 220,000 |
Percentage of voting rights on as-converted basis equivalent | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' |
Cash paid at closing as part of consideration | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' |
Number of acquisitions | ' | 2 | 2 | ' | ' | 2 | ' | ' | ' |
Derivative securities and assumed promissory notes | ' | ' | ' | ' | ' | ' | ' | $1,130,500 | ' |
Reverse stock split | 0.01 | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Jun. 30, 2014 | 24-May-11 | Oct. 31, 2012 | |
Series E Preferred Stock | Series E Preferred Stock | |||||||
item | ||||||||
Derivative Liabilities | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investors with whom the Purchase Agreement is entered into | ' | ' | ' | ' | ' | ' | 8 | ' |
Number of shares sold pursuant to the Purchase Agreement | 50,000 | 1,778,750 | 872,310 | 3,418,125 | 2,776,500 | 8,895,685 | 8,700 | 1,000 |
Purchase price of shares sold pursuant to the Purchase Agreement (in dollars per share) | ' | ' | ' | ' | ' | ' | $1,000 | ' |
Purchase price of shares sold pursuant to the Purchase Agreement | ' | ' | ' | ' | ' | ' | $8,700,000 | $1,000,000 |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies (Details 2) | 9 Months Ended |
Sep. 30, 2014 | |
Equipment | Minimum | ' |
Property and Equipment | ' |
Estimated useful Life | '3 years |
Equipment | Maximum | ' |
Property and Equipment | ' |
Estimated useful Life | '5 years |
Furniture And Fixtures. | ' |
Property and Equipment | ' |
Estimated useful Life | '5 years |
Software | ' |
Property and Equipment | ' |
Estimated useful Life | '3 years |
Basis_of_Presentation_and_Sign5
Basis of Presentation and Significant Accounting Policies (Details 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Combined NOL Carryforwards: | ' | ' |
Federal | $50,810,062 | $43,475,339 |
California | $46,078,297 | $38,743,574 |
Basis_of_Presentation_and_Sign6
Basis of Presentation and Significant Accounting Policies (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Basis of Presentation and Significant Accounting Policies | ' | ' | ' |
Common stock increased | 18,505,625 | 5,813,785 | 890,837 |
Percentage of valuation allowance | 100.00% | 100.00% | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||
Mar. 31, 2014 | Nov. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Nov. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | |
item | item | Canterbury | Canterbury and Hygeia | Canterbury and Hygeia | Canterbury and Hygeia | Canterbury and Hygeia | Canterbury and Hygeia | Canterbury | Paloma and VasculoMedics | Paloma and VasculoMedics | Paloma and VasculoMedics | Paloma | VasculoMedics | ||||||
item | |||||||||||||||||||
Business combinations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of mergers | 2 | 2 | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,116 | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 220,000 |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,421,249 | ' | ' | ' | ' | $6,800,000 | ' | ' | ' | ' |
Value of certain patents at time of purchase | ' | ' | ' | ' | ' | ' | ' | 144,356 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment at time of acquisition to intangible assets acquired, excluding goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,167,644 | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,312,000 | ' | ' | ' | ' | 6,609,120 | ' | ' | ' | ' |
Goodwill | ' | ' | 11,525,296 | ' | 11,525,296 | ' | 7,642,825 | ' | ' | 5,109,249 | ' | 7,926,133 | ' | ' | 3,599,162 | ' | ' | ' | ' |
Adjustments to goodwill for subsequent recognition of deferred tax liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,816,884 | ' | ' | ' | ' | ' | ' | ' |
Expenses associated with acquires | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 146,831 | ' | 378,253 | ' | ' | 229,969 | 589,052 | ' | ' |
Consolidated net loss | ' | ' | -3,449,470 | -1,525,277 | -9,284,877 | -1,654,567 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory notes assumed, including both principal amount and accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,151,725 | ' | ' | 1,130,500 | ' |
Pro Forma Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ' | ' | ($3,449,470) | ($2,498,723) | ($9,652,657) | ($3,726,533) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic and diluted loss per share | ' | ' | ($0.22) | ($0.31) | ($1.42) | ($0.57) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid_Expenses_Deposits_and_1
Prepaid Expenses, Deposits and Other Assets (Details Narrative) (USD $) | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2014 |
Maxim Group LLC | Maxim Group LLC | |||||||||
Prepaid Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of agreement | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Percentage of outstanding common stock granted as part of the agreement | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' |
Number of shares of outstanding common stock granted as part of the agreement | ' | ' | ' | ' | ' | ' | ' | ' | 210,250 | ' |
Price at which shares are granted as part of the agreement (in dollars per share) | ' | $4 | $4 | $4 | $4 | $4 | ' | $3 | $15 | ' |
Value of shares of outstanding common stock granted as part of the agreement | ' | ' | ' | ' | ' | ' | ' | ' | $3,153,750 | ' |
Value of shares of outstanding common stock recognized per quarter | ' | ' | ' | ' | ' | ' | ' | ' | ' | 262,813 |
Prepaid expenses, deposits and other assets | $2,220,488 | ' | ' | ' | ' | ' | $2,743,319 | ' | ' | $2,220,488 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property and equipment | ' | ' |
Property and Equipment Gross | $58,123 | $224,078 |
Less accumulated depreciation | -3,765 | -212,816 |
PROPERTY AND EQUIPMENT, NET | 54,358 | 11,262 |
Computing equipment and office machines | ' | ' |
Property and equipment | ' | ' |
Property and Equipment Gross | 124 | 145,245 |
Furniture and fixtures | ' | ' |
Property and equipment | ' | ' |
Property and Equipment Gross | 57,375 | 78,833 |
Lab equipment | ' | ' |
Property and equipment | ' | ' |
Property and Equipment Gross | $624 | ' |
Property_and_Equipment_Net_Det1
Property and Equipment, Net (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Property and Equipment, Net. | ' | ' | ' | ' |
Depreciation | $1,905 | $7,479 | $3,765 | $24,577 |
Loss on disposition of property, plant and equipment | $6,056 | ' | $6,056 | ' |
Intangible_Assets_Net_Details
Intangible Assets, Net (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Intangible assets | ' | ' |
Gross Carrying Amount | $13,921,120 | $7,779,000 |
Accumulative Amortization | -962,340 | -87,318 |
Intangible assets, net | 12,958,780 | 7,691,682 |
Estimated amortization expense | ' | ' |
2015 | 1,231,064 | ' |
2016 | 1,231,064 | ' |
2017 | 1,231,064 | ' |
2018 | 1,231,064 | ' |
2019 | 1,231,064 | ' |
Thereafter | 6,643,968 | ' |
Definite lived intangible assets | ' | ' |
Intangible assets | ' | ' |
Gross Carrying Amount | 13,761,628 | 7,779,000 |
Accumulative Amortization | -962,340 | -87,318 |
Intangible assets, net | 12,799,288 | 7,691,682 |
In-process research and development costs (IPR&D) | ' | ' |
Intangible assets | ' | ' |
Gross Carrying Amount | 159,492 | ' |
Intangible assets, net | $159,492 | ' |
Goodwill_Details_Narrative
Goodwill (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Goodwill. | ' | ' | ' |
Goodwill | $11,525,296 | ' | $7,642,825 |
Market capitalization | 65,700,000 | ' | 17,400,000 |
Goodwill and intangible assets as a percentage of market capitalization | 37.00% | ' | 113.00% |
Goodwill and intangible assets | 24,484,076 | ' | 15,334,507 |
Impairment of goodwill and intangible assets | $0 | $1,935,621 | $0 |
Deferred_Salary_and_Other_Comp1
Deferred Salary and Other Compensation (Details Narrative) (USD $) | Dec. 31, 2013 |
Deferred Salary and Other Compensation | ' |
Unpaid Salaries Fees and Other Compensation | $571,328 |
Other_Accrued_Expenses_and_Lia2
Other Accrued Expenses and Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accounts Payable and Accrued Liabilities | ' | ' |
Payroll related | $859,941 | $479,087 |
Estimated property damage liability that may not be covered by insurance | 393,592 | 393,592 |
Professional fees | 107,500 | 110,000 |
Board fees | 92,917 | 657,934 |
Other | 37,012 | 57,101 |
Total Accounts Payable and Accrued Liabilities | $1,490,962 | $1,697,714 |
Due_to_Officer_Details
Due to Officer (Details) (USD $) | Dec. 31, 2013 |
Due to Officer. | ' |
Due to officer | $156,358 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 0 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 9 Months Ended | |||||||||||
Jun. 06, 2014 | 21-May-14 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 01, 2012 | Jul. 09, 2012 | Nov. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | 21-May-14 | Apr. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 06, 2014 | Dec. 31, 2013 | Jun. 06, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Apr. 30, 2014 | |
Note payable to the Company's outside law firm | Note payable to the Company's outside law firm | Note payable to the Company's outside law firm | Note payable to the Company's outside law firm | Notes payable to 11 investors | Notes payable to 11 investors | Notes payable to 11 investors | Notes payable to 11 investors | Note payable to a high-yield fund | Note payable to a high-yield fund | Note payable to a high-yield fund | Note payable to a high-yield fund | Note payable to the Company's Chairman of the Board dated August 9, 2013 | Note payable to the Company's Chairman of the Board dated August 9, 2013 | Note payable to the Company's Chairman of the Board dated December 19, 2013 | Note payable to the Company's Chairman of the Board dated December 19, 2013 | Note payable to the Company's Chairman of the Board dated December 19, 2013 | Note payable to three holders | Replacement Note | |||||
item | item | item | item | Minimum | Minimum | item | |||||||||||||||||
Notes Payable.. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Current | ' | ' | $50,000 | $1,667,002 | ' | $467,002 | ' | ' | ' | ' | $50,000 | $50,000 | ' | ' | $500,000 | ' | ' | $500,000 | ' | $150,000 | ' | ' | ' |
Interest rate of debt (as a percent) | ' | ' | ' | ' | ' | 10.00% | 3.00% | ' | 10.00% | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | 10.00% | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | 467,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 875,000 |
Number of investors | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' |
Amount of capital raise for determination of maturity date of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of promissory note converted | 1,050,000 | 500,000 | ' | ' | 875,000 | ' | ' | ' | ' | 225,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investors converting debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of debt instruments in default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of financing for conversion of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | 7,500,000 | ' | ' |
Conversion price as a percentage of purchase price of securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 50.00% | ' | 50.00% | ' | ' | ' |
Number of shares issued in debt conversion | ' | ' | 552,738 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 259,236 | ' | ' | 270,616 | ' | 78,473 | ' | ' | ' | ' |
Minimum value of securities that the debt is convertible into | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' | ' |
Share price equivalent for conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' |
Number of warrants issued in debt conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121,777 | ' | ' | ' | ' | ' | ' |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Notes Payable | ' | ' | ' | ' |
Interest expense. | $86,670 | $13,365 | $281,548 | $71,420 |
Note_Payable_Related_Party_Det
Note Payable - Related Party (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Jun. 06, 2014 | 21-May-14 | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 6-May-14 | Apr. 29, 2014 | Oct. 21, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 21, 2014 | Jun. 06, 2014 | Jun. 03, 2014 | Sep. 30, 2014 | |
item | Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | |||||||
Director | Director | Director | Director | Chairman of the Board | Chairman of the Board | Chairman of the Board | ||||||||
Subsequent Event | Financing transaction | Financing transaction | Financing transaction | Financing transaction | Financing transaction | Financing transaction | ||||||||
Subsequent Event | item | item | item | |||||||||||
Note Payable - Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of capital raise for determination of maturity date of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | $200,000 | ' | ' | ' | ' |
Number of securities into which the warrant or right may be converted | ' | 254,193 | ' | 15,000 | 533,625 | 1,025,438 | 832,950 | ' | ' | ' | 75,000 | ' | ' | ' |
Number of convertible promissory notes converted | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 4 | 4 |
Principal amount of notes issued | $1,050,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | $1,050,000 | $1,050,000 | $1,050,000 |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' |
Conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 355,699 | ' |
Conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 355,699 |
Initial exercise price of warrants (in dollars per share) | ' | $4.80 | ' | $4.80 | $4.80 | $4.80 | $4.80 | ' | ' | ' | $4.80 | ' | $4.80 | ' |
Number of shares issued in debt conversion | ' | ' | 552,738 | ' | ' | ' | ' | 100,000 | ' | ' | 100,000 | ' | 552,738 | 552,738 |
Issuance_of_Common_Stock_for_T1
Issuance of Common Stock for Transfer of Liabilities (Details) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | Nov. 30, 2013 | Sep. 30, 2014 | Jun. 06, 2014 | Jul. 31, 2013 | |
ASC Recap | ASC Recap | ASC Recap | Transfer of shares in settlement of obligation litigation | Transfer of shares in settlement of obligation litigation | |||
item | ASC Recap | ASC Recap | |||||
Issuance of Common Stock for Transfer of Liabilities | ' | ' | ' | ' | ' | ' | ' |
Maximum ownership percentage that may be held by ASC Recap at any time for transfer of obligations | ' | ' | ' | ' | 9.99% | ' | ' |
Selling price of common stock issued to ASC Recap for transfer of obligations as a percentage of average closing bids | ' | ' | ' | ' | 80.00% | ' | ' |
Selling price of common stock issued to ASC Recap for transfer of obligations as a percentage of average closing bids | ' | ' | ' | ' | 3 | ' | ' |
Value of liabilities transferred in obligation transfer agreement | ' | ' | ' | ' | ' | ' | $1,865,386 |
Number of shares issued for settlement of obligation transfer agreement | 150,000 | 200,000 | 150,000 | 200,000 | ' | ' | ' |
Cash to be delivered for distribution to creditors for settlement of obligations under agreement | ' | ' | ' | ' | ' | 1,266,401 | ' |
Cash to be delivered for settlement fee under agreement | ' | ' | ' | ' | ' | 300,000 | ' |
Number of shares surrendered by ASC Recap under settlement agreement | ' | ' | ' | ' | ' | 99,332 | ' |
Obligation to issue stock for transfer of liabilities | ' | $1,854,743 | ' | ' | $0 | ' | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details ) (USD $) | 0 Months Ended | 6 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | 6-May-13 | 24-May-11 | Oct. 31, 2012 | |
Warrant | Series E Preferred Stock | Series E Preferred Stock | ||||||||
item | ||||||||||
Derivative Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investors with whom the Purchase Agreement is entered into | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' |
Number of shares issued of common stock to former executive | 50,000 | 1,778,750 | 872,310 | 3,418,125 | 2,776,500 | 8,895,685 | ' | ' | 8,700 | 1,000 |
Purchase price of shares sold pursuant to the Purchase Agreement (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' |
Purchase price of shares sold pursuant to the Purchase Agreement | ' | ' | ' | ' | ' | ' | ' | ' | $8,700,000 | $1,000,000 |
Gain on decrease in fair value of derivative liability | ' | ' | ' | ' | ' | ' | 8,980,077 | 8,980,077 | ' | ' |
Gain on extinguishment of derivative liability | ' | ' | ' | ' | ' | ' | ' | $1,635,967 | ' | ' |
Derivative_Liabilities_Details1
Derivative Liabilities (Details 2) (USD $) | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Jun. 30, 2013 | 6-May-13 | Jun. 30, 2013 |
Derivative liabilities | Derivative liabilities | |||||||
Derivative Liabilities | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | $4 | $4 | $4 | $4 | $4 | $3 | ' | ' |
Fair value assumptions | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock sold during the period, used to determine the fair value of the underlying common stock | ' | ' | ' | ' | ' | ' | ' | 13,916,665 |
Estimated fair value of underlying common stock | ' | ' | ' | ' | ' | ' | $3 | ' |
Remaining life | ' | ' | ' | ' | ' | ' | '3 years 1 month 24 days | ' |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | 0.38% | ' |
Expected volatility | ' | ' | ' | ' | ' | ' | 142.00% | ' |
Stockholders_Equity_Details
Stockholder's Equity (Details) (USD $) | 0 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||
Jul. 14, 2014 | Jul. 10, 2014 | Jun. 18, 2014 | Jun. 13, 2014 | Jun. 06, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | 21-May-14 | Apr. 29, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Sep. 30, 2014 | Jun. 18, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 06, 2014 | 21-May-14 | Oct. 21, 2014 | Oct. 03, 2014 | Jun. 06, 2014 | Jun. 06, 2014 | Jun. 03, 2014 | Sep. 30, 2014 | Oct. 21, 2014 | Oct. 21, 2014 | Sep. 30, 2014 | |
item | Note payable to a high-yield fund | Note payable to a high-yield fund | Investors | Investors | Investors | Investors | Investors | Investors | Investors | Placement agent | Placement agent | Placement agent | Placement agent | Placement agent | Placement agent | Placement agent | A law firm | A law firm | Chairman of the Board | Chairman of the Board | Chairman of the Board | Former Chief Financial Officer | Director | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Paloma and Vasculo Medics [Member] | ||||||||||||
Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Investors | Chairman of the Board | Chairman of the Board | Chairman of the Board | Chairman of the Board | Director | Director | ||||||||||||||||||
Subsequent Event | Subsequent Event | Financing transaction | Financing transaction | Financing transaction | Subsequent Event | Financing transaction | |||||||||||||||||||||||||||||||||||||
item | item | item | item | Subsequent Event | |||||||||||||||||||||||||||||||||||||||
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,691,840 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,720,000 |
Number of shares issued in debt conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | 552,738 | ' | ' | ' | 259,236 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 552,738 | 552,738 | 100,000 | 100,000 | ' |
Shares issued to creditors in settlement of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 419,292 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued for settlement of obligation transfer agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to creditors in settlement of debt | ' | 50,000 | ' | 1,778,750 | ' | 872,310 | 3,418,125 | 2,776,500 | 8,895,685 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares surrendered by ASC | ' | ' | ' | ' | ' | ' | ' | ' | ' | -99,332 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | ' | ' | ' | ' | ' | '4 years | ' | ' | '4 years | ' | ' | '4 years | ' | ' | ' | '4 years | ' | ' | ' | ' |
Number of shares of common stock to be purchased by various institutional and individual accredited investors | ' | 15,000 | ' | 533,625 | ' | 254,193 | 1,025,438 | 832,950 | ' | ' | ' | ' | ' | ' | 15,000 | 533,625 | 254,193 | 1,025,438 | 832,950 | 2,668,706 | 2,668,706 | ' | ' | 5,000 | 177,875 | 87,231 | 341,813 | 277,650 | 16,037 | 16,037 | ' | 355,699 | 355,699 | ' | 75,000 | ' | ' | ' | ' | ' | ' | 75,000 | ' |
Number of shares of common stock consisted in unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants consisted in unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | 0.3 | 0.3 | 0.3 | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price (in dollars per share) | ' | $4 | ' | $4 | ' | $4 | $4 | $4 | ' | ' | ' | $3 | ' | ' | $4 | $4 | $4 | $4 | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants issued to various institutional and individual accredited investors | ' | $4.80 | ' | $4.80 | ' | $4.80 | $4.80 | $4.80 | ' | ' | ' | ' | ' | ' | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | ' | ' | ' | ' | ' | $4.80 | ' | ' | $4.80 | $4.80 | ' | $4.80 | ' | ' | ' | $4.80 | ' | ' | $4.80 | ' |
Proceeds from private placement | ' | $35,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from private placement after payment fees | ' | 31,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement agent fees paid | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated offering expenses paid | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain accounts payable paid | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock for which registration statement is filed for offering and resale of common stock | 11,633,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to creditors pursuant to conversion of outstanding debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 259,236 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of promissory note converted | ' | ' | ' | ' | 1,050,000 | 500,000 | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | 1,050,000 | 1,050,000 | 1,050,000 | ' | 200,000 | ' |
Shares issued to creditors in settlement of outstanding debt | ' | ' | ' | ' | ' | 160,056 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to former Chief Financial Officer in settlement of outstanding debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of debt | ' | ' | ' | ' | ' | 32,608 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to chairman in settlement of outstanding debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 552,738 | ' | ' | ' | ' | ' | 552,738 | ' | ' | ' | ' | ' | ' |
Number of convertible promissory notes converted | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 4 | 4 | ' | ' | ' |
Loss on related party note payable settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,829,561 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,829,561 | ' | ' | ' | ' | ' |
Shares issued to law firm pursuant to conversion of outstanding debt | ' | ' | 53,457 | ' | ' | ' | ' | ' | ' | 53,457 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investors to whom shares were issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_2
Stockholder's Equity (Details 2) (USD $) | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Mar. 05, 2014 | 27-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 27-May-14 | |
Chief Executive Officer | Chief Financial Officer | Director stock options | Director stock options | Director stock options | Director stock options | Director stock options | Employee stock options | Employee stock options | Employee stock options | Employee stock options | Employee stock options | Employee stock options | Employee stock options | Employee stock options | |
Five members of Board of Directors | Five members of Board of Directors | Four independent members of Board of Directors | One former independent members of Board of Directors | Minimum | Maximum | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Financial Officer | ||||||
item | item | ||||||||||||||
Share-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of share granted | ' | ' | ' | 333,195 | 434,051 | ' | ' | ' | ' | ' | ' | 500,000 | 1,734,273 | 2,849,050 | 250,000 |
Weighted average exercise price of shares granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 | $3.71 | $3.71 | $4 |
Number of members of board of directors to whom options are granted | ' | ' | ' | ' | ' | 4 | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Term of options | '10 years | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | '3 years |
Vesting period | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | '3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ' | ' | ' | ' | ' | ' | ' | ' | $11,465,258 | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | 783,932 | 1,075,131 | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | ' | ' | ' | ' | ' | ' | ' | $10,390,397 | $10,390,397 | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' |
Estimated fair value of underlying common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.10 | $3.47 | ' | ' | ' | ' |
Remaining life | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | 1.85% | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | 2.07% | ' | ' | ' | ' | ' | ' |
Expected volatility, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' |
Expected volatility, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | 155.00% | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_3
Stockholder's Equity (Details 3) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Jun. 06, 2014 | 21-May-14 | Sep. 30, 2013 | Jul. 10, 2014 | Jun. 13, 2014 | 6-May-14 | Apr. 29, 2014 | Jun. 30, 2013 | Sep. 30, 2014 | Jun. 06, 2014 | Jun. 06, 2014 | Jun. 03, 2014 | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Sep. 30, 2014 | Jun. 18, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 06, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | |
item | Chairman of the Board | Chairman of the Board | Chairman of the Board | Chairman of the Board | Chairman of the Board | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Series E warrants | Series E warrants | ||||||||
Notes Payable, Other Payables | Financing transaction | Financing transaction | Financing transaction | Investors | Investors | Investors | Investors | Investors | Investors | Investors | Placement agent | Placement agent | Placement agent | Placement agent | Placement agent | Placement agent | Placement agent | A law firm | A law firm | Financial advisors | Financial advisors | Chairman of the Board | Chairman of the Board | ||||||||||||
Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | item | ||||||||||||||||||||||||||||||||
item | item | item | |||||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | '4 years | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | '4 years | ' | ' | ' |
Number of shares of common stock to be purchased | ' | 254,193 | ' | 15,000 | 533,625 | 1,025,438 | 832,950 | ' | ' | ' | ' | ' | ' | 15,000 | 533,625 | 254,193 | 1,025,438 | 832,950 | 2,668,706 | 2,668,706 | ' | ' | 5,000 | 177,875 | 87,231 | 341,813 | 277,650 | 16,037 | 16,037 | ' | 173,917 | 355,699 | 355,699 | ' | ' |
Exercise price of warrants | ' | $4.80 | ' | $4.80 | $4.80 | $4.80 | $4.80 | ' | ' | ' | ' | $4.80 | ' | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | ' | ' | ' | ' | ' | $4.80 | ' | ' | $3 | $4.80 | $4.80 | ' | ' |
Shares issued to chairman in settlement of outstanding debt | ' | ' | ' | ' | ' | ' | ' | ' | 552,738 | 552,738 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock to be purchased by placement agent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 889,569 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of convertible promissory notes converted | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of promissory note converted | $1,050,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | $1,050,000 | $1,050,000 | $1,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of financial advisors to whom warrants are issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Warrant expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 462,618 | ' | ' | ' | ' |
Number of common stock sold during the period, used to determine the fair value of the underlying common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 139,167 | ' | ' | ' | 139,167 | ' |
Purchase price of common stock | ' | $4 | ' | $4 | $4 | $4 | $4 | $3 | ' | ' | ' | ' | ' | $4 | $4 | $4 | $4 | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | $3 | ' | ' | $3 | ' |
Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | ' | ' | ' | ' |
Expected volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141.00% | ' | ' | ' | ' |
Stock Issued During Period Shares Exchange of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,023,264 | 1,023,264 |
Fair Value of Common Stock Exchanged for Warrants | ' | ' | $3,069,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,069,792 | $3,069,792 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 01, 2011 | Sep. 30, 2014 | Jun. 30, 2012 | Sep. 30, 2014 | Apr. 30, 2012 | Aug. 01, 2011 | Aug. 01, 2011 | Aug. 01, 2011 | 31-May-13 | Sep. 04, 2014 |
Santa Barbara | Santa Barbara | Santa Barbara | Los Angeles | Los Angeles | Los Angeles | Los Angeles | Los Angeles | Los Angeles | Buffalo Grove | |||
Long-term operating lease agreement | Long-term operating lease agreement | Long-term operating lease agreement | Long-term operating lease agreement | Long-term operating lease agreement | Long-term operating lease agreement | Long-term operating lease agreement | Long-term operating lease agreement | Month-to-month operating lease agreement | Long-term operating lease agreement | |||
Office space | Office space | Office space | Office space | Office space | Office space | Office space | Office space | Office space | Office space | |||
item | sqft | Minimum | Maximum | item | ||||||||
sqft | M | M | sqft | |||||||||
M | ||||||||||||
Office Space Rental | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Office area under lease | ' | ' | 3,000 | ' | ' | ' | ' | 7,000 | ' | ' | ' | 2,900 |
Monthly rent | ' | ' | $7,157 | ' | ' | ' | ' | $19,326 | ' | ' | $2,300 | $6,000 |
Annual increase in rent (as a percent) | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' |
Number of months from lease inception that monthly rental payments are not required | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 5 | ' | 5 |
Unpaid rent | ' | ' | ' | ' | 229,000 | ' | 892,000 | ' | ' | ' | ' | ' |
Rent liability for facilities no longer occupied | 1,121,495 | 1,121,495 | ' | 229,000 | ' | 892,000 | ' | ' | ' | ' | ' | ' |
Number of extension option | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | 1 |
Renewal term | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | '3 years |
Annual rent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,000 |
Annual increase in rent for first year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,100 |
Annual increase in rent for second year and thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,200 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | Sep. 30, 2014 |
Contractual obligation | ' |
Total | $6,767,879 |
2015 | 3,147,900 |
2016 | 2,445,520 |
2017 | 1,143,378 |
Beyond 2017 | 31,081 |
Accrued board fees | ' |
Contractual obligation | ' |
Total | 92,917 |
2015 | 92,917 |
Rent obligations | ' |
Contractual obligation | ' |
Total | 1,343,962 |
2015 | 722,566 |
2016 | 412,520 |
2017 | 177,795 |
Beyond 2017 | 31,081 |
Employee contracts | ' |
Contractual obligation | ' |
Total | 5,188,250 |
2015 | 2,189,667 |
2016 | 2,033,000 |
2017 | 965,583 |
Purchase obligation - non-cGMP manufacture of RES-440 | ' |
Contractual obligation | ' |
Total | 142,750 |
2015 | $142,750 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details 3) (USD $) | 0 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||
Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 27-May-14 | 27-May-14 | Jun. 09, 2014 | Jun. 09, 2014 | 27-May-14 | Apr. 29, 2014 | Jul. 07, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | |
Purchase obligation - non-cGMP manufacture of RES-440 | Stephen M. Simes | Stephen M. Simes | Stephen M. Simes | Stephen M. Simes | Dr. Sherris | Dr. Sherris | Mr. Donenberg | Mr. Donenberg | Timothy Boris | Timothy Boris | Mr. John Moynahan | Mr. John Moynahan | Jerold Rubinstein | Mark Weinberg | Mark Weinberg | ||||||||
Employee stock options | Employee stock options | Employee stock options | Maximum | Employee stock options | Maximum | Employee stock options | |||||||||||||||||
Compensation and severance agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of employment agreement | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | '3 years | ' | '3 years | ' | '1 year | ' | ' | ' | ' | '3 years | ' |
Annual base salary | ' | ' | ' | ' | ' | ' | ' | ' | $425,000 | ' | ' | ' | $345,000 | ' | $335,000 | ' | $235,000 | ' | ' | ' | ' | $357,000 | ' |
Target annual bonus as percentage of base salary | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | 50.00% | 45.00% | ' | ' | 30.00% | ' | ' | ' | 50.00% | ' |
Options granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 1,734,273 | 2,849,050 | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | 521,475 |
Weighted average exercise price of shares granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 | $3.71 | $3.71 | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | $3.90 |
Term of options | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '3 years | ' | ' | ' | ' | '10 years | '3 years | ' | ' | ' | ' | ' | '10 years | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | '3 years |
Consulting fees per hour | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175 | ' | ' | ' | ' |
Period of written notice before termination of employment agreement for terminating employment agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 days | ' | ' | ' | ' |
Amount paid in cash to former executive | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' |
Number of shares sold pursuant to the Purchase Agreement | 50,000 | 1,778,750 | 872,310 | 3,418,125 | 2,776,500 | 8,895,685 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,250 | ' | ' | ' |
Consulting fee per quarter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Term of consulting fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' |
Future commitment amount | ' | ' | ' | ' | ' | ' | $6,767,879 | $142,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_4
Commitments and Contingencies (Details 4) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | Nov. 30, 2013 | Sep. 30, 2014 | Jun. 06, 2014 | Jul. 31, 2013 | |
ASC Recap | ASC Recap | ASC Recap | Transfer of shares in settlement of obligation litigation | Transfer of shares in settlement of obligation litigation | |||
ASC Recap | ASC Recap | ||||||
Loss contingencies | ' | ' | ' | ' | ' | ' | ' |
Value of liabilities transferred in obligation transfer agreement | ' | ' | ' | ' | ' | ' | $1,865,386 |
Number of shares issued for settlement of obligation transfer agreement | 150,000 | 200,000 | 150,000 | 200,000 | ' | ' | ' |
Cash to be delivered for distribution to creditors for settlement of obligations under agreement | ' | ' | ' | ' | ' | 1,266,401 | ' |
Cash to be delivered for settlement fee under agreement | ' | ' | ' | ' | ' | 300,000 | ' |
Number of shares surrendered by ASC Recap under settlement agreement | ' | ' | ' | ' | ' | 99,332 | ' |
Obligation to issue stock for transfer of liabilities | ' | 1,854,743 | ' | ' | 0 | ' | ' |
Estimated damage liability that may not be covered by insurance | $393,592 | $393,592 | ' | ' | ' | ' | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Segment Information | ' | ' | ' | ' | ' |
Depreciation and amortization | $655,698 | $7,479 | $1,744,317 | $23,647 | ' |
Segment profit | -656,000 | -7,000 | -1,744,000 | -24,000 | ' |
Operating expenses | 2,942,000 | 1,670,000 | 7,929,000 | 10,728,000 | ' |
Other (income)/expenses | -149,000 | -49,000 | -388,000 | -34,000 | ' |
Impact of derivative securities | ' | ' | ' | -9,217,000 | ' |
Net income (loss) from continuing ops. | -3,449,470 | -1,628,011 | -9,284,877 | -1,501,233 | ' |
Income (loss) from discontinued ops. | ' | 102,734 | ' | -153,334 | ' |
Preferred dividends | ' | ' | ' | 171,625 | ' |
Net (loss) income attributable to common shareholders | -3,449,470 | -1,525,277 | -9,284,877 | -1,826,192 | ' |
Assets at end of period | 50,547,258 | 3,235,000 | 50,547,258 | 3,235,000 | 18,344,052 |
Liabilities at end of period | 7,747,972 | 9,570,000 | 7,747,972 | 9,570,000 | 11,878,894 |
Bio Pharma | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' |
Depreciation and amortization | 656,000 | ' | 1,744,000 | ' | ' |
Segment profit | -656,000 | ' | -1,744,000 | ' | ' |
Operating expenses | 2,942,000 | ' | 7,929,000 | ' | ' |
Other (income)/expenses | -149,000 | ' | -388,000 | ' | ' |
Net income (loss) from continuing ops. | -3,449,000 | ' | -9,285,000 | ' | ' |
Net (loss) income attributable to common shareholders | -3,449,000 | ' | -9,285,000 | ' | ' |
Assets at end of period | 50,547,000 | ' | 50,547,000 | ' | ' |
Liabilities at end of period | 7,748,000 | ' | 7,748,000 | ' | ' |
ProElite | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' |
Income (loss) from discontinued ops. | ' | 103,000 | ' | -153,000 | ' |
Net (loss) income attributable to common shareholders | ' | 103,000 | ' | -153,000 | ' |
Assets at end of period | ' | 230,000 | ' | 230,000 | ' |
Liabilities at end of period | ' | 1,417,000 | ' | 1,417,000 | ' |
Other | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | 7,000 | ' | 24,000 | ' |
Segment profit | ' | -7,000 | ' | -24,000 | ' |
Operating expenses | ' | 1,670,000 | ' | 10,728,000 | ' |
Other (income)/expenses | ' | -49,000 | ' | -34,000 | ' |
Impact of derivative securities | ' | ' | ' | -9,217,000 | ' |
Net income (loss) from continuing ops. | ' | -1,628,000 | ' | -1,501,000 | ' |
Preferred dividends | ' | ' | ' | 172,000 | ' |
Net (loss) income attributable to common shareholders | ' | -1,628,000 | ' | -1,673,000 | ' |
Assets at end of period | ' | 3,005,000 | ' | 3,005,000 | ' |
Liabilities at end of period | ' | $8,153,000 | ' | $8,153,000 | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | Dec. 31, 2013 |
Discontinued Operations | ' |
Accounts payable | $167,244 |
Other accrued liabilities | 16,250 |
Equity, net | ($183,494) |
Discontinued_Operations_Detail1
Discontinued Operations (Details 2) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Discontinued Operations | ' | ' |
Revenues | ' | $71,667 |
Gross profit | ' | 71,667 |
Operating (income) expenses | -110,938 | 173,173 |
Interest expense | 21,838 | 79,893 |
Net income attributed to non-controlling interests | -13,634 | -28,065 |
Total (income) expenses | -102,374 | 153,334 |
Net income (loss) | $102,734 | ($153,334) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||||
Jun. 06, 2014 | 21-May-14 | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 6-May-14 | Apr. 29, 2014 | Sep. 30, 2014 | Jul. 10, 2014 | Jun. 13, 2014 | 21-May-14 | 6-May-14 | Apr. 29, 2014 | Oct. 21, 2014 | Oct. 03, 2014 | Oct. 21, 2014 | Oct. 21, 2014 | |
Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Warrants to purchase common stock | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||||||||
Investors | Investors | Investors | Investors | Investors | Investors | Director | Notes Payable, Other Payables | Notes Payable, Other Payables | Notes Payable, Other Payables | ||||||||
Warrants to purchase common stock | Investors | Director | Director | ||||||||||||||
Financing transaction | |||||||||||||||||
Subsequent event | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to chairman in settlement of outstanding debt | ' | ' | 552,738 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 |
Number of shares of common stock to be purchased | ' | 254,193 | ' | 15,000 | 533,625 | 1,025,438 | 832,950 | 2,668,706 | 15,000 | 533,625 | 254,193 | 1,025,438 | 832,950 | 75,000 | ' | ' | 75,000 |
Exercise price of warrants issued to various institutional and individual accredited investors | ' | $4.80 | ' | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | $4.80 | ' | ' | $4.80 |
Principal amount of promissory note converted | $1,050,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' | $200,000 |