CervoMed (CRVO) 10-Q 11 May 15 2015 FY Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	11-May-15
Document and Entity Information
Entity Registrant Name	RestorGenex Corp
Entity Central Index Key	1053691
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,614,968
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$19,209,918	$21,883,887
Prepaid expenses, deposits and other assets	1,790,783	2,286,930
Total current assets	21,000,701	24,170,817
PROPERTY AND EQUIPMENT, NET	115,260	102,315
OTHER ASSETS
Intangible assets, net	6,449,628	6,449,628
Goodwill	12,055,991	12,055,991
TOTAL ASSETS	39,621,580	42,778,751
CURRENT LIABILITIES
Accounts payable	301,674	417,307
Other accrued expenses and liabilities	1,791,260	1,921,293
Total current liabilities	2,092,934	2,338,600
DEFERRED TAXES	2,274,526	2,274,526
TOTAL LIABILITIES	4,367,460	4,613,126
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock :Issued and outstanding; $0.001 par value; 1,000,000,000 shares authorized; 2015 - 18,614,968 ; 2014 - 18,614,968	18,615	18,615
Additional paid-in-capital	114,042,295	113,437,384
Accumulated deficit	-78,806,790	-75,290,374
Total stockholders' equity	35,254,120	38,165,625
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$39,621,580	$42,778,751

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Consolidated Balance Sheets
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	18,614,968	18,614,968
Common stock, shares outstanding	18,614,968	18,614,968

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
EXPENSES
Research and development	$1,551,552	$169,332
General and administrative	1,961,100	1,010,858
Depreciation and amortization	6,284	191,330
TOTAL EXPENSES	3,518,936	1,371,520
LOSS FROM OPERATIONS	-3,518,936	-1,371,520
OTHER EXPENSES/(INCOME)
Other (income) expenses	-2,520	-49,639
Interest expense		58,294
TOTAL OTHER (INCOME)/EXPENSES	-2,520	8,655
NET LOSS	($3,516,416)	($1,380,175)
TOTAL BASIC AND DILUTED LOSS PER SHARE (in dollars per share)	($0.19)	($0.23)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING	18,614,968	5,934,474
FULLY-DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING	18,614,968	5,934,474

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS (USED IN) OPERATING ACTIVITIES
Net loss	($3,516,416)	($1,380,175)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization	6,284	191,330
Employee and director stock-based compensation - non-cash	605,427	149,885
Stock warrant expense - noncash	132,423
Changes in other assets and liabilities affecting cash flows from operations
Prepaid expenses, deposits and other assets	363,208	286,774
Accounts payable and accrued liabilities	-245,666	319,293
Net cash (used in) operating activities	-2,654,740	-432,893
CASH FLOWS (USED IN) INVESTING ACTIVITIES
Purchase of fixed assets	-19,229
Net cash (used in) investing activities	-19,229
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds on notes payable		400,000
Net cash provided by financing activities		400,000
NET (DECREASE) CASH AND CASH EQUIVALENTS	-2,673,969	-32,893
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	21,883,887	254,964
CASH AND CASH EQUIVALENTS AT END OF PERIOD	19,209,918	222,071
NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of business in exchange for common stock		$6,800,000

Description_of_Business

Description of Business	3 Months Ended
	Mar. 31, 2015
Description of Business
Description of Business
	1.Description of Business
	RestorGenex Corporation (“Company”) is a specialty biopharmaceutical company focused on developing products for ophthalmology, oncology and dermatology.  The Company’s lead product is a novel PI3K/Akt/mTOR pathway inhibitor which has completed two Phase I clinical trials for age-related macular degeneration and is in pre-clinical development in oncology, specifically glioblastoma multiforme.  The Company’s current pipeline also includes a “soft” anti-androgen compound for the treatment of acne vulgaris.  The Company’s novel inhibition of the PI3K/Akt/mTOR pathway and unique targeting of the androgen receptor show promise in a number of additional diseases, which the Company is evaluating for the purpose of creating innovative therapies that are safe and effective treatments to satisfy unmet medical needs.

Basis_of_Presentation_and_Sign

Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
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 unaudited financial statements presented in this report represent the consolidation of RestorGenex Corporation and its consolidated subsidiaries.
	The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements.  Accordingly, certain information related to significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted.  These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.
	Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year.  These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its  annual report on Form 10-K for the year ended December 31, 2014.
	In the fourth quarter of 2014, the Company recorded certain adjustments for misstatements related to prior 2014 interim and prior annual periods that had been deemed immaterial.  See Note 2 to the Company’s consolidated financial statements for the year ended December 31, 2014, included in the Company’s annual report on Form 10-K for the year ended December 31, 2014, for further information as to the nature of the adjustments recorded in the fourth quarter of 2014.
	Reclassifications
	Certain first quarter 2014 amounts were reclassified to conform to the manner of presentation in the current period.  These reclassifications included:
	(a)The break-out of $169,332 of research and development expenses for the first quarter of 2014 into a separate line item in the condensed consolidated statements of operations.  In the prior year period, such amount had been included in the line item “general and administrative.”
	(b)$286,774 of expense recognized in the first quarter of 2014 from amortizing the prepaid expense asset for general financial advisory and investment banking services described in Note 4 to these condensed consolidated financial statements was reclassified to “general and administrative” expense in the condensed consolidated statements of operations from “depreciation and amortization” expense where it was presented in the prior year.  In the condensed consolidated statements of cash flows, the same amount was reclassified within the “cash flows used in operating activities” section from “depreciation and amortization” in the prior period presentation to “prepaid expenses, deposits and other assets” in the current period presentation.
	(c)The combination of various line items within current liabilities on the condensed consolidated balance sheets into a single line item for “other accrued expenses and liabilities.”
	(d)$149,885 of expense recognized in the first quarter of 2014 from stock-based compensation and warrant expense described in Notes 7 and 8 to these condensed consolidated financial statements was reclassified to “general and administrative” expense in the first quarter of 2015 condensed consolidated statements of operations presentation from “warrants, options and stock compensation” expense in the prior period presentation.  In the condensed consolidated statements of cash flows, the same amount was reclassified within the “cash flows used in operating activities” section from “warrants, options and stock” in the prior period presentation to “employee and director stock-based compensation — non-cash” in the amount of $149,885 in the current period presentation.
	(e)$131,686 of expense recognized in the first quarter of 2014 from legal and professional services was reclassified to “general and administrative” expense in the first quarter of 2015 condensed consolidated statements of operations presentation from “legal and professional services” expense in the prior period presentation.
	Use of Estimates
	The preparation of the Company’s condensed 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 condensed 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.
	Income Taxes
	The Company has no current tax provision due to its current and accumulated losses, which result in net operating loss carryforwards.  The Company’s deferred tax liability relates to indefinite lived intangible assets. See Note 18 to the Company’s consolidated financial statements for the year ended December 31, 2014 included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.
	Comprehensive Income (Loss)
	The Company does not have items of other comprehensive income (loss) for the three months ended March 31, 2015 or March 31, 2014; and therefore, comprehensive loss equals net loss for those periods.
	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 Company’s first quarter of 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.  The adoption of this new guidance did 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, however, the FASB has proposed a one-year deferral.  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.
	In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  This pronouncement provides additional guidance surrounding the disclosure of going concern uncertainties in the financial statements and implementing requirements for management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  The Company will adopt this guidance as of January 1, 2017.  The Company does not anticipate that the adoption of this guidance will result in additional disclosures; however, management will begin performing the periodic assessments required by ASU 2014-15 on its effective date.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2015
Acquisitions
Acquisitions
	3.Acquisitions
	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. (“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, which included the assumption of promissory notes of Paloma in the aggregate amount (including both principal amount and accrued interest) of approximately $1,151,725, to be paid on the first anniversary of the closing date of the Paloma merger.  On August 5, 2014, the Company repaid in full the then-outstanding balance, including accrued interest of the Paloma assumed promissory notes, totaling $1,331,007.  The notes were terminated upon their prepayment and there were no early termination fees.
	Also on March 3, 2014, the Company entered into an agreement and plan of merger with VasculoMedics Acquisition, Inc., VasculoMedics, Inc. (“VasculoMedics”) and David Sherris, Ph.D. 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 and the Company issued 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.
	The transaction has been accounted for using the acquisition method of accounting which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.  The valuation technique utilized to value the intangible assets was the cost approach.  The following table summarizes the assets acquired and liabilities assumed as of the acquisition date:
		March 3, 2014
	Intangibles assets	$	6,449,628
	Prepaids and other current assets	23,642
	Property, plant and equipment	58,123
	Goodwill	3,829,858
	Accrued liabilities	(135,000		)
	Notes payable and accrued interest	(1,151,725		)
	Deferred tax liability	(2,274,526		)
	Net assets acquired	$	6,800,000
	Pro Forma Financial Information (Unaudited)
	The following pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of 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
		March 31, 2014
	Net revenues	$	0
	Net loss	(1,687,269		)
	Basic and diluted loss per share	$	(0.19	)

Prepaid_Expenses_Deposits_and_

Prepaid Expenses, Deposits and Other Assets	3 Months Ended
	Mar. 31, 2015
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 210,250 shares of the Company’s 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 March 31, 2015, $1,314,062 remained in prepaid expenses, deposits and other assets related to the Maxim agreement on the condensed consolidated balance sheets.

Intangible_Assets_Net

Intangible Assets, Net

3 Months Ended

Mar. 31, 2015

Intangible Assets, Net

Intangible Assets, Net

5.Intangible Assets, Net

Intangible assets were as follows:

March 31, 2015

December 31, 2014

Gross

Accumulated

Intangible

Gross

Accumulated

Intangible

Carrying

Amortization

Assets, net

Carrying

Amortization

Assets, net

Amount

Amount

In-process research and development costs (IPR&D)

$

6,449,628

$

0

$

6,449,628

$

6,449,628

$

0

$

6,449,628

For the three months ended March 31, 2014, the Company recorded amortization expense on finite lived intangible assets of $186,819 within depreciation and amortization on the condensed consolidated statements of operations.  Such amortization expense related to intangible assets acquired in the Company’s acquisition of Canterbury Laboratories LLC and Hygeia Therapeutics, Inc., which the Company abandoned and wrote-off in the fourth quarter of 2014.  See Note 6 to the Company’s consolidated financial statements for the year ended December 31, 2014 included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

Other_Accrued_Liabilities

Other Accrued Liabilities	3 Months Ended
	Mar. 31, 2015
Other Accrued Liabilities.
Other Accrued Liabilities
	6.Other Accrued Liabilities
	Other accrued liabilities consisted of the following:
		March 31,		December 31,
		2015		2014
	Payroll related	$	397,447	$	741,032
	Professional fees	419,412		217,663
	Board fees	59,687		55,000
	Rent liability for facilities no longer occupied	808,418		808,418
	Other	106,296		99,180
		$	1,791,260	$	1,921,293

Stockholders_Equity

Stockholder's Equity	3 Months Ended
	Mar. 31, 2015
Stockholder's Equity
Stockholder's Equity
	7.Stockholder’s Equity
	Common Stock
	During the three months ended March 31, 2015, the Company did not issue, purchase or retire any shares of its common stock.
	Warrants
	During the three months ended March 31, 2015, the Company did not grant any warrants to purchase shares of its common stock and no warrants were exercised.  During the three months ended March 31, 2015, warrants to purchase an aggregate of 8,500 shares of common stock expired unexercised.
	During the three months ended March 31, 2014, the Company issued to an independent consultant a warrant to purchase 15,000 shares of common stock at an exercise price of $4.90 in consideration for services.  This warrant has a five-year term and vested in monthly installments over one year, resulting in 2,500 vested shares and a Black-Scholes warrant expense of $2,993 during the three months ended March 31, 2015.  This warrant was fully vested as of March 31, 2015.
	In December 2014, the Company issued to its investor relations firm a warrant to purchase 250,000 shares of common stock at an exercise price of $3.75 in consideration for investor relations services for one year, commencing December 15, 2014 and ending December 14, 2015.  This warrant has a five-year term and was immediately vested and exercisable as of the date of grant, resulting in Black-Scholes warrant value of $517,576, of which $129,430 was expensed in general and administrative expenses during the three months ended March 31, 2015.
	Warrants to purchase an aggregate of 4,815,266 shares of the Company’s common stock were outstanding and exercisable as of March 31, 2015 with per share exercise prices ranging from $2.00 to $200.00 and a weighted average exercise price of $8.58 per share.

StockBased_Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2015
Stock-Based Compensation
Stock-Based Compensation
	8.Stock-Based Compensation
	During the three months ended March 31, 2015, the Company did not grant any options to purchase shares of its common stock and no options were exercised.  During the three months ended March 31, 2015, 137,975 options were cancelled or expired unexercised.  Options to purchase an aggregate of 3,510,272 shares of common stock were outstanding as of March 31, 2015, and options to purchase an aggregate of 1,318,043 shares of common stock were exercisable as of March 31, 2015.  All options outstanding as of March 31, 2015 are non-plan options and not granted under the terms of any equity based compensation plan.  On March 5, 2015, the Company’s Board of Directors approved the RestorGenex Corporation 2015 Equity Incentive Plan (the “2015 Equity Plan”), subject to approval by the Company’s stockholders at the next annual meeting of stockholders currently scheduled to be held on June 17, 2015.  If approved by the Company’s stockholders, the 2015 Equity Plan will allow for the issuance of up to a maximum of 2,500,000 shares of common stock in connection with the grant of stock-based awards, including stock options, restricted stock, restricted stock units, stock appreciation rights and other types of awards as deemed appropriate.
	Options are granted with exercise prices equal to the fair value of the common stock on the date of grant.  The Company recognizes the fair value of stock-based awards granted in exchange for employee and non-employee services as a cost of those services.  The Company recognizes stock-based compensation expense for option awards on a straight-line basis over the vesting period.
	The following table summarizes the stock-based compensation expense for employees and non-employees recognized in the Company’s condensed consolidated statements of operations for the periods indicated:
		Three Months Ended
		March 31,
		2015		2014
	Research and development	$	231,524	$	0
	General and administrative	373,903		149,885
	Total stock-based compensation expense	$	605,427	$	149,885
	As of March 31, 2015, the Company had $5,171,725 of total unrecognized compensation cost related to unvested stock-based compensation arrangements granted to employees.  That cost is expected to be recognized over a weighted-average service period of 2.15 years.

Basic_and_Diluted_Net_Loss_Per

Basic and Diluted Net Loss Per Share	3 Months Ended
	Mar. 31, 2015
Basic and Diluted Net Loss Per Share
Basic and diluted net loss per share
	9.Basic and Diluted Net Loss Per Share
	Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period.  Diluted net loss per share is computed similar to basic net 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 of the Company’s potential shares, warrants and stock options had been issued and if the additional shares were dilutive.
	Because of their anti-dilutive effect, 8,325,538 and 1,504,308 shares of the Company’s common stock equivalents comprised of stock options and warrants for the three months ended March 31, 2015 and 2014, respectively, have been excluded from the calculation of diluted net loss per share.
		Three Months Ended March 31,
		2015			2014
	Basic and dilutive numerator:
	Net loss, as reported	$	(3,516,416	)	$	(1,380,175	)
	Denominator:
	Weighted-average shares outstanding	18,614,968			5,934,474
	Net loss per share - basic and diluted	$	(0.19	)	$	(0.23	)

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies
Commitments and Contingencies
	10.Commitments and Contingencies
	Office Space Rental
	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 were rent free and then the base rent is 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.
	The Company’s contractual obligations with respect to rental commitments as of March 31, 2015 were as follows:
		Rental Commitments
	Payments due by period:
	One year	$	71,845
	Two years	73,279
	Three years	68,378
	Thereafter	—
	Total	$	213,502
	Purchase Obligations
	As of March 31, 2015, the Company had future purchase obligation commitments for $1,103,970 in regards to the preclinical development of RES-440 and RES-529.
	Litigation
	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, which may include employment matters, breach of contract disputes and stockholder litigation.  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 condensed 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 March 31, 2015, 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.
	On August 7, 2014, a complaint was filed in the Superior Court of Los Angeles County, California by Paul Feller, the Company’s former Chief Executive Officer under the caption Paul Feller v. RestorGenex Corporation, Pro Sports & Entertainment, Inc., ProElite, Inc. and Stratus Media Group, GmbH (Case No. BC553996).  The complaint asserts various causes of action, including, among other things, promissory fraud, negligent misrepresentation, breach of contract, breach of employment agreement, breach of the covenant of good faith and fair dealing, violations of the California Labor Code and common counts.  The plaintiff is seeking, among other things, compensatory damages in an undetermined amount, punitive damages, accrued interest and an award of attorneys’ fees and costs.  On December 30, 2014, the Company filed a petition to compel arbitration and a motion to stay the action.  On April 1, 2015, the plaintiff filed a petition in opposition to the Company’s petition to compel arbitration and a motion to stay the action.  After a hearing for the petition and motion on April 14, 2015, the Court granted the Company’s petition to compel arbitration and a motion to stay the action.  A status conference is scheduled for January 14, 2016.  The Company believes this action is without merit and intends to defend the action vigorously.  Because this lawsuit is in an early stage, the Company does not believe a loss is probable, and is unable to predict the outcome of the lawsuit and the possible loss or range of loss, if any, associated with its resolution or any potential effect the lawsuit may have on the Company’s financial position, results of operations or cash flows.  Depending on the outcome or resolution of this lawsuit, it could have a material effect on the Company’s financial position, results of operations or cash flows.

Subsequent_Event

Subsequent Event	3 Months Ended
	Mar. 31, 2015
Subsequent Event
Subsequent Event
	11.Subsequent Event
	On April 30, 2015, the Company entered into several agreements with Or-Genix Therapeutics, Inc. (“Or-Genix”), pursuant to which the Company transferred certain of its non-focus technology rights to Or-Genix in exchange for a 19.9% ownership interest in Or-Genix, representing 2,484,395 shares of the common stock of Or-Genix, and purchased $250,000 in perpetual non-redeemable preferred stock.  The rights the Company transferred include exclusive rights to a compound currently known as “RES-102,” which is a “soft” estrogen potentially to be developed for the treatment of aging skin fragility/thinning and vulvo-vaginal atrophy, and exclusive rights to a compound currently known as “RES-214,” a non-prescription cosmeceutical product under development by a sublicensee.  The Company previously licensed these rights from Yale University and as part of this transaction assigned those license agreements to Or-Genix.  The Company also assigned its rights under a sublicense agreement with Ferndale Pharma Group, Inc. for the formulation, manufacture, sale and marketing of RES-214.  Or-Genix is founded and owned primarily by Yael Schwartz, Ph.D., a former member of the Company’s Board of Directors and former Executive Vice President, Preclinical Development.  The transfer of these technology rights to Or-Genix was executed since the Company is focusing its development efforts and resources on its other technologies.
	On April 30, 2015, the Company entered into a resignation agreement with Yael Schwartz, Ph.D., a former member of the Company’s Board of Directors and former Executive Vice President, Preclinical Development, pursuant to which Dr. Schwartz resigned as an officer, employee and director of the Company and its subsidiaries.  Under the terms of the resignation agreement, the Company agreed to pay Dr. Schwartz a cash severance payment in the amount of $247,500, which is equal to nine months of her base salary, paid in accordance with the Company’s standard payroll practices, in exchange for her execution of a general and customary release of claims.  The resignation agreement also requires Dr. Schwartz to comply with certain non-competition and non-solicitation obligations.

Basis_of_Presentation_and_Sign1

Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Basis of Presentation and Significant Accounting Policies
Basis of Presentation
	Basis of Presentation
	The unaudited financial statements presented in this report represent the consolidation of RestorGenex Corporation and its consolidated subsidiaries.
	The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements.  Accordingly, certain information related to significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted.  These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.
	Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year.  These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its  annual report on Form 10-K for the year ended December 31, 2014.
	In the fourth quarter of 2014, the Company recorded certain adjustments for misstatements related to prior 2014 interim and prior annual periods that had been deemed immaterial.  See Note 2 to the Company’s consolidated financial statements for the year ended December 31, 2014, included in the Company’s annual report on Form 10-K for the year ended December 31, 2014, for further information as to the nature of the adjustments recorded in the fourth quarter of 2014.
Reclassifications
	Reclassifications
	Certain first quarter 2014 amounts were reclassified to conform to the manner of presentation in the current period.  These reclassifications included:
	(a)The break-out of $169,332 of research and development expenses for the first quarter of 2014 into a separate line item in the condensed consolidated statements of operations.  In the prior year period, such amount had been included in the line item “general and administrative.”
	(b)$286,774 of expense recognized in the first quarter of 2014 from amortizing the prepaid expense asset for general financial advisory and investment banking services described in Note 4 to these condensed consolidated financial statements was reclassified to “general and administrative” expense in the condensed consolidated statements of operations from “depreciation and amortization” expense where it was presented in the prior year.  In the condensed consolidated statements of cash flows, the same amount was reclassified within the “cash flows used in operating activities” section from “depreciation and amortization” in the prior period presentation to “prepaid expenses, deposits and other assets” in the current period presentation.
	(c)The combination of various line items within current liabilities on the condensed consolidated balance sheets into a single line item for “other accrued expenses and liabilities.”
	(d)$149,885 of expense recognized in the first quarter of 2014 from stock-based compensation and warrant expense described in Notes 7 and 8 to these condensed consolidated financial statements was reclassified to “general and administrative” expense in the first quarter of 2015 condensed consolidated statements of operations presentation from “warrants, options and stock compensation” expense in the prior period presentation.  In the condensed consolidated statements of cash flows, the same amount was reclassified within the “cash flows used in operating activities” section from “warrants, options and stock” in the prior period presentation to “employee and director stock-based compensation — non-cash” in the amount of $149,885 in the current period presentation.
	(e)$131,686 of expense recognized in the first quarter of 2014 from legal and professional services was reclassified to “general and administrative” expense in the first quarter of 2015 condensed consolidated statements of operations presentation from “legal and professional services” expense in the prior period presentation.
Use of Estimates
	Use of Estimates
	The preparation of the Company’s condensed 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 condensed 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.
Income Taxes.
	Income Taxes
	The Company has no current tax provision due to its current and accumulated losses, which result in net operating loss carryforwards.  The Company’s deferred tax liability relates to indefinite lived intangible assets. See Note 18 to the Company’s consolidated financial statements for the year ended December 31, 2014 included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.
Comprehensive Income (Loss)
	Comprehensive Income (Loss)
	The Company does not have items of other comprehensive income (loss) for the three months ended March 31, 2015 or March 31, 2014; and therefore, comprehensive loss equals net loss for those periods.
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 Company’s first quarter of 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.  The adoption of this new guidance did 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, however, the FASB has proposed a one-year deferral.  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.
	In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  This pronouncement provides additional guidance surrounding the disclosure of going concern uncertainties in the financial statements and implementing requirements for management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  The Company will adopt this guidance as of January 1, 2017.  The Company does not anticipate that the adoption of this guidance will result in additional disclosures; however, management will begin performing the periodic assessments required by ASU 2014-15 on its effective date.

Acquisitions_Tables

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2015
Business combinations
Schedule of pro forma financial information
		Three Months Ended
		March 31, 2014
	Net revenues	$	0
	Net loss	(1,687,269		)
	Basic and diluted loss per share	$	(0.19	)
Paloma and VasculoMedics
Business combinations
Summary of assets acquired and liabilities assumed
		March 3, 2014
	Intangibles assets	$	6,449,628
	Prepaids and other current assets	23,642
	Property, plant and equipment	58,123
	Goodwill	3,829,858
	Accrued liabilities	(135,000		)
	Notes payable and accrued interest	(1,151,725		)
	Deferred tax liability	(2,274,526		)
	Net assets acquired	$	6,800,000

Intangible_Assets_Net_Tables

Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2015

Intangible Assets, Net

Schedule of intangible assets

March 31, 2015

December 31, 2014

Gross

Accumulated

Intangible

Gross

Accumulated

Intangible

Carrying

Amortization

Assets, net

Carrying

Amortization

Assets, net

Amount

Amount

In-process research and development costs (IPR&D)

$

6,449,628

$

0

$

6,449,628

$

6,449,628

$

0

$

6,449,628

Other_Accrued_Liabilities_Tabl

Other Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2015
Other Accrued Liabilities.
Other accrued expenses and other liabilities
		March 31,		December 31,
		2015		2014
	Payroll related	$	397,447	$	741,032
	Professional fees	419,412		217,663
	Board fees	59,687		55,000
	Rent liability for facilities no longer occupied	808,418		808,418
	Other	106,296		99,180
		$	1,791,260	$	1,921,293

StockBased_Compensation_Tables

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2015
Stock-Based Compensation
Summary of stock option compensation expense recognized in the consolidated statements of operations
		Three Months Ended
		March 31,
		2015		2014
	Research and development	$	231,524	$	0
	General and administrative	373,903		149,885
	Total stock-based compensation expense	$	605,427	$	149,885

Basic_and_Diluted_Net_Loss_Per1

Basic and Diluted Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2015
Basic and Diluted Net Loss Per Share
Summary of basic and diluted net loss per share
		Three Months Ended March 31,
		2015			2014
	Basic and dilutive numerator:
	Net loss, as reported	$	(3,516,416	)	$	(1,380,175	)
	Denominator:
	Weighted-average shares outstanding	18,614,968			5,934,474
	Net loss per share - basic and diluted	$	(0.19	)	$	(0.23	)

Commitments_and_Contingencies_

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies
Contractual obligations
	The Company’s contractual obligations with respect to rental commitments as of March 31, 2015 were as follows:
		Rental Commitments
	Payments due by period:
	One year	$	71,845
	Two years	73,279
	Three years	68,378
	Thereafter	—
	Total	$	213,502

Description_of_Business_Detail

Description of Business (Details)	Mar. 31, 2015
	item
Description of Business
Number of Phase I clinical trials completed	2

Basis_of_Presentation_and_Sign2

Basis of Presentation and Significant Accounting Policies (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Description of Business
Reclassification of research and development expenses	$169,332
Reclassification of amortization for prepaid expense asset	286,774
Reclassification of stock-based compensation and warrant expense	149,885
Reclassification of legal and professional services	131,686
Reclassification of employee and director non-cash stock-based compensation	$149,885

Acquisitions_Details

Acquisitions (Details) (USD $)	0 Months Ended	3 Months Ended	0 Months Ended
	Mar. 28, 2014	Mar. 31, 2014	Aug. 05, 2014	Mar. 31, 2015	Dec. 31, 2014	Mar. 03, 2014
Assets acquired and liabilities assumed
Goodwill				$12,055,991	$12,055,991
Paloma and VasculoMedics
Business combinations
Purchase price	6,800,000
Assets acquired and liabilities assumed
Intangible assets						6,449,628
Prepaid and other current assets						23,642
Property, plant and equipment						58,123
Goodwill						3,829,858
Accrued liabilities						-135,000
Notes payable and accrued interest						-1,151,725
Deferred tax liability						-2,274,526
Net assets acquired						6,800,000
Pro Forma Financial Information
Net loss		-1,687,269
Basic and diluted loss per share		($0.19)
Paloma and VasculoMedics | Promissory note
Business combinations
Principal amount and accrued interest of assumed debt	1,151,725
Repayment of outstanding balance and accrued interest			1,331,007
Early termination fees			$0
Paloma
Business combinations
Common stock issued (in shares)	2,500,000
VasculoMedics
Business combinations
Common stock issued (in shares)	220,000

Prepaid_Expenses_Deposits_and_1

Prepaid Expenses, Deposits and Other Assets (Details) (USD $)	1 Months Ended	3 Months Ended
	Jul. 31, 2013	Mar. 31, 2014	Mar. 31, 2015	Dec. 31, 2014
Prepaid Expenses
Prepaid expenses, deposits and other assets			$1,790,783	$2,286,930
Maxim Group LLC
Prepaid Expenses
Term of agreement	3 years
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)	$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		$1,314,062

Intangible_Assets_Net_Details

Intangible Assets, Net (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2015
Intangible assets
Amortization of finite lived intangible assets	$186,819
In-process research and development costs (IPR&D)
Intangible assets
Gross carrying amount	6,449,628	6,449,628
Intangible assets, net	$6,449,628	$6,449,628

Other_Accrued_Liabilities_Deta

Other Accrued Liabilities (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Accounts Payable and Accrued Liabilities
Payroll related	$397,447	$741,032
Professional fees	419,412	217,663
Board fees	59,687	55,000
Rent liability for facilities no longer occupied	808,418	808,418
Other	106,296	99,180
Total Accounts Payable and Accrued Liabilities	$1,791,260	$1,921,293

Stockholders_Equity_Details

Stockholder's Equity (Details) (USD $)	3 Months Ended	1 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Class of Warrant or Right [Line Items]
Number of shares of common stock to be purchased	4,815,266
Weighted average exercise price	$8.58
Warrants to purchase common stock
Class of Warrant or Right [Line Items]
Warrants exercised	0
Warrants expired unexercised	8,500
Warrants to purchase common stock | Independent consultant
Class of Warrant or Right [Line Items]
Term of warrants	5 years
Number of shares of common stock to be purchased	15,000
Exercise price of warrants	$4.90
Vesting term of warrants	1 year
Number of warrants vested	2,500
Warrant expense	$2,993
Warrants to purchase common stock | Investor relations firm
Class of Warrant or Right [Line Items]
Term of warrants		5 years
Number of shares of common stock to be purchased		250,000
Exercise price of warrants		$3.75
Agreement term		1 year
Fair value of warrants outstanding	517,576
Warrants to purchase common stock | Investor relations firm | General and administrative
Class of Warrant or Right [Line Items]
Fair value of warrants outstanding	$129,430
Minimum
Class of Warrant or Right [Line Items]
Exercise price of warrants	$2
Maximum
Class of Warrant or Right [Line Items]
Exercise price of warrants	$200

StockBased_Compensation_Detail

Stock-Based Compensation (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 05, 2015
Stock option compensation expense
Total stock based compensation expense	$605,427	$149,885
Stock Options
Stock option compensation expense
Exercised	0
Stock options cancelled or expired (in shares)	137,975
Options outstanding (in shares)	3,510,272
Number of shares exercisable	1,318,043
2015 Equity Plan
Stock option compensation expense
Shares authorized for equity incentive plan			2,500,000
Research and development
Stock option compensation expense
Total stock based compensation expense	231,524
General and administrative
Stock option compensation expense
Total stock based compensation expense	$373,903	$149,885

StockBased_Compensation_Detail1

Stock-Based Compensation (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2015
Stock-Based Compensation
Unrecognized compensation cost	$5,171,725
Period of recognition of unrecognized compensation cost	2 years 1 month 24 days

Basic_and_Diluted_Net_Loss_Per2

Basic and Diluted Net Loss Per Share (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Basic and Diluted Net Loss Per Share
Antidilutive shares	8,325,538	1,504,308
Net loss, as reported	($3,516,416)	($1,380,175)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted-average shares outstanding-basic	18,614,968	5,934,474
Weighted-average shares outstanding	18,614,968	5,934,474
Net loss per share - basic and diluted	($0.19)	($0.23)

Commitments_and_Contingencies_1

Commitments and Contingencies (Details) (Buffalo Grove, Long-term operating lease agreement, Office space, USD $)	0 Months Ended
	Sep. 04, 2014	Sep. 04, 2014
	item	item
	sqft	sqft
Buffalo Grove | Long-term operating lease agreement | Office space
Office Space Rental
Office area under lease	2,900	2,900
Number of extension option	1
Renewal term	3 years
Number of months from lease inception that monthly rental payments are not required	5	5
Monthly rent	$6,000	$6,000
Annual rent	72,000	72,000
Annual increase in rent for first year	6,100	6,100
Annual increase in rent for second year and thereafter	$6,200	$6,200

Commitments_and_Contingencies_2

Commitments and Contingencies (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2015
Contractual obligation
One year	$71,845
Two years	73,279
Three years	68,378
Total	213,502
Future purchase obligations in regards to preclinical development of RES-440 and RES-529	$1,103,970

Subsequent_Event_Details

Subsequent Event (Details) (Subsequent Event, USD $)	1 Months Ended
	Apr. 30, 2015
Subsequent event
Severance payments	$247,500
Severance payment as the number of months of base salary	9 months
Or-Genix Therapeutics Inc
Subsequent event
Ownership percentage	19.90%
Shares owned	2,484,395
Purchase of perpetual non-redeemable preferred stock	$250,000