Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 12, 2015 | |
Entity Registrant Name | RestorGenex Corp | |
Entity Central Index Key | 1,053,691 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 18,614,968 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 16,472,761 | $ 21,883,887 |
Prepaid expenses, deposits and other assets | 1,357,191 | 2,286,930 |
17,829,952 | 24,170,817 | |
PROPERTY AND EQUIPMENT, NET | 68,782 | 102,315 |
OTHER ASSETS | ||
Intangible assets, net | 6,449,628 | 6,449,628 |
Goodwill | 12,055,991 | $ 12,055,991 |
Investment in Or-Genix | 250,000 | |
TOTAL ASSETS | 36,654,353 | $ 42,778,751 |
CURRENT LIABILITIES | ||
Accounts payable | 337,589 | 417,307 |
Other accrued liabilities | 2,230,251 | 1,921,293 |
2,567,840 | 2,338,600 | |
DEFERRED TAXES | 2,274,526 | 2,274,526 |
TOTAL LIABILITIES | $ 4,842,366 | $ 4,613,126 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
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 | 114,569,484 | 113,437,384 |
Accumulated deficit | (82,776,112) | (75,290,374) |
Total stockholders' equity | 31,811,987 | 38,165,625 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 36,654,353 | $ 42,778,751 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 18,614,968 | 18,614,968 |
Common stock, shares outstanding (in shares) | 18,614,968 | 18,614,968 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - Scenario, Unspecified [Domain] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
EXPENSES | ||||
Research and development | $ 1,115,796 | $ 266,906 | $ 2,667,348 | $ 436,238 |
General and administrative | 1,881,278 | 1,210,832 | 3,842,378 | 2,221,690 |
Depreciation and amortization | 6,198 | $ 323,741 | 12,482 | $ 515,071 |
Former employee severance expense | 967,683 | 967,683 | ||
TOTAL EXPENSES | 3,970,955 | $ 1,801,479 | 7,489,891 | $ 3,172,999 |
LOSS FROM OPERATIONS | $ (3,970,955) | (1,801,479) | $ (7,489,891) | (3,172,999) |
OTHER (INCOME)/EXPENSES | ||||
Loss on settlement of notes payable - related parties | 1,829,562 | 1,829,562 | ||
Loss on settlement of notes payable | 876,543 | 876,543 | ||
Other (income) expenses | $ (1,633) | (2,466) | $ (4,153) | (446) |
Interest expense | 136,584 | 194,878 | ||
TOTAL OTHER (INCOME)/EXPENSES | $ (1,633) | 2,840,223 | $ (4,153) | 2,900,537 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | $ (3,969,322) | (4,641,702) | $ (7,485,738) | (6,073,536) |
Benefit from income taxes | 186,470 | 238,129 | ||
NET LOSS | $ (3,969,322) | $ (4,455,232) | $ (7,485,738) | $ (5,835,407) |
TOTAL BASIC AND DILUTED NET LOSS PER SHARE (in dollars per share) | $ (0.21) | $ (0.35) | $ (0.40) | $ (0.62) |
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING (in shares) | 18,614,968 | 12,867,845 | 18,614,968 | 9,483,395 |
FULLY-DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING (in shares) | 18,614,968 | 12,867,845 | 18,614,968 | 9,483,395 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS (USED IN) OPERATING ACTIVITIES | ||
Net loss | $ (7,485,738) | $ (5,835,407) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Depreciation and amortization | 12,482 | 515,071 |
Loss on disposal of fixed assets | 49,278 | 6,056 |
Employee and director stock-based compensation - non-cash | 1,132,616 | $ 291,200 |
Stock warrant expense - non-cash | $ 261,570 | |
Deferred income taxes | $ (238,129) | |
Loss on settlement of note payable - related parties | 1,829,562 | |
Loss on settlement of note payable | 876,543 | |
Changes in other assets and liabilities affecting cash flows used in operating activities | ||
Prepaid expenses, deposits and other assets | $ 667,653 | 461,933 |
Accounts payable and accrued liabilities | 229,240 | (3,027,926) |
Net cash (used in) operating activities | (5,132,899) | $ (5,121,098) |
CASH FLOWS (USED IN) INVESTING ACTIVITIES | ||
Investment in Or-Genix | (250,000) | |
Purchase of fixed assets | (28,227) | |
Net cash (used in) investing activities | $ (278,227) | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||
Proceeds on notes payable | $ 400,000 | |
Proceeds from issuance of common stock | 31,605,727 | |
Net cash provided by financing activities | 32,005,727 | |
NET (DECREASE) INCREASE CASH AND CASH EQUIVALENTS | $ (5,411,126) | 26,884,629 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 21,883,887 | 254,964 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 16,472,761 | 27,139,593 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Acquisition of business in exchange for common stock | 6,800,000 | |
Conversion of accounts payable to notes payable related to Company's outside law firm | 407,998 | |
Issuance of shares of common stock and stock warrants as payment of notes payable - related parties | 1,105,475 | |
Issuance of shares of common stock and stock warrants as payment of notes payable | 517,945 | |
Issuance of shares of common stock and stock warrants as payment of accounts payable and accrued liabilities | $ 1,361,404 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Description of Business RestorGenex Corporation (“Company”) is a specialty biopharmaceutical company focused on developing products for oncology, ophthalmology 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. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 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. On June 18, 2015, the Company changed its state of incorporation from the State of Nevada to the State of Delaware. Correction of Prior Period Misstatements 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. In the prior year presentation of research and development expenses for the three months ended June 30, 2014, the Company presented expenses of $403,413. Such amount included $169,332 of general and administrative expenses for the three month period ended June 30, 2014, which was included in research and development expenses in the period as a classification offset to the inclusion of $169,332 of research and development expenses in general and administrative expenses for the three month period ended March 31, 2014. The Company did not separately present research and development expenses in its condensed consolidated statements of operations for the three months ended March 31, 2014 as presented in the prior year. The inclusion of this $169,332 classification offset in the prior period presentation of research and development expenses for the three months ended June 30, 2014 was not appropriate, and represents an immaterial misstatement in the prior year. The prior year presentation of research and development expenses for the six month period ended June 30, 2014 was correct as presented. In the current period presentation of the condensed consolidated statements of operations for the three months ended June 30, 2014, this item has been corrected by decreasing research and development expenses and increasing general and administrative expenses by $169,332. $2,706,105 of expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations from notes payable settlements was reclassified to “loss on settlement of notes payable – related parties” expenses for $1,829,562 and “loss on settlement of notes payable” expense for $876,543 in the current period condensed consolidated statements of operations presentation from “fair value of common stock exchanged for warrants and notes payable” expense in the prior period presentation. Furthermore, the presentation of these amounts in the current period presentation was moved to other expense from operating expenses reflecting the correction of an immaterial prior period misstatement related to the classification of losses on settlement of notes payable. $186,470 and $238,129 of income tax benefit recognized in the three and six months ended June 30, 2014 was reclassified to benefit from income taxes in the current period condensed consolidated statements of operations from other (income) expense in the prior year presentation, representing the correction of a prior period immaterial misstatement related to the presentation of income tax benefit. Reclassifications Certain 2014 amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications included: $286,774 and $573,548 of amortization expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations 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 current period condensed consolidated statements of operations presentation 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. $141,315 and $291,200 of expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations presentation from stock-based compensation and warrant expense described in Notes 9 and 10 to these condensed consolidated financial statements was reclassified to “general and administrative” ($108,490 and $258,375 for the three and six months ended June 30, 2014) and “research and development” ($32,825 for the three and six months ended June 30, 2014) in the current period 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 compensation” in the prior period presentation to “employee and director stock-based compensation – non-cash” in the amount of $291,200 in the current period presentation. $384,604 and $516,290 of legal and professional services expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations was reclassified to “general and administrative” expense in the current period condensed consolidated statements of operations presentation from “legal and professional services” expense in the prior period presentation. In the condensed consolidated statements of cash flows within net cash (used in) operating activities, $1,285,493 from loss on settlement of issuing shares for liabilities in the prior year presentation was reclassified to loss on settlement of note payable in the amount of $876,543 and accounts payable and accrued liabilities in the amount of $408,950 in the current year 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 and six months ended June 30, 2015 or June 30, 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 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, ASU 2014-09 is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted as of January 1, 2017. Entities have the option of applying either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. 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 |
Note 3 - Acquisitions
Note 3 - Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 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 Prepaid expenses 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. Six Months Ended June 30, 2014 Net revenues $ 0 Net loss (6,142,501 ) Basic and diluted loss per share $ (0.54 ) |
Note 4 - Prepaid Expenses, Depo
Note 4 - Prepaid Expenses, Deposits and Other Assets | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Prepaid Expenses, Deposits and Other Assets [Text Block] | 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 June 30, 2015, $1,051,249 remained in prepaid expenses, deposits and other assets related to the Maxim agreement on the condensed consolidated balance sheets. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 5 . Property and Equipment, N et Property and equipment were as follows: June 30, 2015 December 31, 2014 Computing equipment and office machines $ 38,785 $ 16,072 Furniture and fixtures 35,196 32,945 Leasehold improvements 5,157 60,017 79,138 109,034 Less accumulated depreciation (10,356 ) (6,719 ) Property and equipment, net $ 68,782 $ 102,315 For the three and six months ended June 30, 2015, depreciation was $6,198 and $12,482, respectively. For the three and six months ended June 30, 2014, depreciation was $2,555 and $7,066, respectively. During the three and six months ended June 30, 2015 and 2014, the Company disposed of certain property and equipment, resulting in a loss on disposal of $49,278 and $6,056, respectively, which is included within general and administrative expenses on the condensed consolidated statements of operations. |
Note 6 - Intangible Assets, Net
Note 6 - Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 6 . Inta n gible Assets, Net Intangible assets were as follows: June 30 , 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net 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 and six months ended June 30, 2014, the Company recorded amortization expense on finite lived intangible assets of $321,186 and $508,005 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. The Company performed its review for impairment of its in-process research and development (“IPR&D”) intangible asset as prescribed in ASC 350 and also following guidance from “AICPA’s Accounting & Valuation Guide: Assets Acquired to Be Used in R&D Activities,” and has determined that there has been no impairment to this asset as of June 30, 2015 . |
Note 7 - Goodwill
Note 7 - Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 7. Goodwill The Company’s goodwill as of June 30, 2015 was $12,055,991. 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 350 “ Goodwill and Other Intangible Assets An annual impairment review was most recently completed on December 31, 2014. As of the December 31, 2014 impairment review, there was no impairment loss associated with recorded goodwill as the estimated fair value exceeded the carrying amount. The fair value of the reporting unit as of December 31, 2014, for the purpose of assessing the impairment of goodwill, was determined based on a primary analysis method, which provided a market capitalization of $66.1 million as of December 31, 2014. The Company determined that the fair value of its businesses for accounting purposes was equal to its market capitalization of approximately $66.1 million, which the Company then compared to its stockholders’ equity of $38.2 million, noting that fair value exceeded the carrying value, and therefore, indicated no impairment of goodwill. The Company considers certain triggering events when evaluating whether an interim impairment analysis is warranted. Among these would be a significant long-term decrease in the market capitalization of the Company based on events specific to the Company’s operations. Although the Company’s market capitalization has decreased significantly during the past several months, as of June 30, 2015, the Company’s market capitalization approximated its stockholders’ equity of $31.8 million. Management concluded that given the short time period of the noted decrease, the inactive trading activity in the Company’s stock and the lack of a specific event triggering the decrease, there has not been a sustained decrease in the Company’s share price; and therefore, no triggering event has occurred during the first six months of 2015. If the Company’s recent stock price decline continues or if the Company’s market capitalization does not increase, it is possible that the Company’s goodwill might experience an impairment at the next annual impairment review anticipated during fourth quarter of 2015 or earlier if management determines that a triggering event has occurred. |
Note 8 - Other Accrued Liabilit
Note 8 - Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Other Liabilities Disclosure [Text Block] | 8 . Other Accrued Liabilities Other accrued liabilities consisted of the following: June 30 , 2015 December 31, 2014 Payroll related $ 414,676 $ 741,032 Former employee severance 685,824 0 Professional fees 98,282 217,663 Board fees 55,938 55,000 Rent liability for facilities no longer occupied 808,418 808,418 Other 167,113 99,180 $ 2,230,251 $ 1,921,293 |
Note 9 - Stockholder's Equity
Note 9 - Stockholder's Equity | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 9 . Stockholder’s Equity Common Stock During the three and six months ended June 30, 2015, the Company did not issue, purchase or retire any shares of its common stock. Warrants During the three months and six months ended June 30, 2015, the Company did not grant any warrants to purchase shares of its common stock and no warrants were exercised. During the three and six months ended June 30, 2015, warrants to purchase an aggregate of 6,500 and 15,000 shares of common stock expired unexercised. 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 $129,147 and $258,577 was expensed in general and administrative expenses during the three months and six months ended June 30, 2015. Warrants to purchase an aggregate of 4,808,766 shares of the Company’s common stock were outstanding and exercisable as of June 30, 2015 with per share exercise prices ranging from $2.00 to $200.00 and a weighted average exercise price of $8.32 per share. |
Note 10 - Stock-Based Compensat
Note 10 - Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10 . Stock-Based Compensation During the three and six months ended June 30, 2015, the Company granted options to purchase 6,650 shares of its common stock and no options were exercised. During the three and six months ended June 30, 2015, options to purchase an aggregate of 418,649 and 556,624 shares of common stock were cancelled or expired unexercised. Options to purchase an aggregate of 3,098,273 shares of common stock were outstanding as of June 30, 2015, and options to purchase an aggregate of 1,526,516 shares of common stock were exercisable as of June 30, 2015. During the three months ended June 30, 2015, the Company amended certain options to extend the vesting and the post-termination exercise period, resulting in additional stock-based compensation expense of $45,953 in the three and six months ended June 30, 2015. On March 5, 2015, the Company’s Board of Directors approved the RestorGenex Corporation 2015 Equity Incentive Plan (the “2015 Equity Plan”), and on June 17, 2015, the Company’s stockholders approved the 2015 Equity Plan. The 2015 Equity Plan allows 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. As of June 30, 2015, options to purchase 6,650 shares of common stock were outstanding and 2,493,350 shares of common stock remained available for grant under the 2015 Equity Plan. Options are granted with per share exercise prices equal to the per share 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 June 30 , Six Months Ended June 30 , 2015 2014 2015 2014 Research and development $ 152,645 $ 32,825 $ 384,170 $ 32,825 General and administrative 374,544 108,490 748,446 258,375 Total stock-based compensation expense $ 527,189 $ 141,315 $ 1,132,616 $ 291,200 As of June 30, 2015, the Company had $3,637,492 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 1.91 years. |
Note 11 - Basic and Diluted Net
Note 11 - Basic and Diluted Net Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 11 . 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 are dilutive. Because of their anti-dilutive effect, all stock options and warrants for the three and six months ended June 30, 2015 and 2014, respectively, have been excluded from the calculation of diluted net loss per share. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Basic and dilutive numerator: Net loss, as reported $ (3,969,322 ) $ (4,455,232 ) $ (7,485,738 ) $ (5,835,407 ) Denominator: Weighted-average shares outstanding 18,614,968 12,867,845 18,614,968 9,483,395 Net loss per share - basic and diluted $ (0.21 ) $ (0.35 ) $ (0.40 ) $ (0.62 ) |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 12 . 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 June 30, 2015 were as follows: Rental Commitments Payments due by period: One year $ 72,203 Two years 73,638 Three years 49,729 Thereafter — Total $ 195,570 Purchase Obligations As of June 30, 2015, the Company had future purchase obligation commitments for $2,149,002 in regards to the preclinical development of RES-529 and RES-440. 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 June 30, 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 |
Note 13 - Investment in Or-Geni
Note 13 - Investment in Or-Genix | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Investment [Text Block] | 13. Investment in Or-Genix In April 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 which is included in other assets as of June 30, 2015. The rights the Company transferred include exclusive rights to a compound formerly 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 formerly 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. As the rights exchanged for the common stock investment had a recorded value of zero as of the transaction date, and as the common stock transaction was a non-monetary exchange, no value was assigned to the common stock portion of the Company’s Or-Genix investment and no gain or loss was recognized as a result of the transaction. 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. The Company does not control nor exercise significant influence over Or-Genix. |
Note 14 - Former Employee Sever
Note 14 - Former Employee Severance Expense | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Former Employee Severance Expense [Text Block] | 14. Former Employee Severance Expense On April 30, 2015, the Company entered into resignation agreements with the Company’s former Executive Vice President Preclinical Development and former Vice President of Pharmaceutical Sciences. As part of these resignation agreements, the Company modified their stock option agreements to provide for continued vesting until June 30, 2015 and to extend the post-termination exercise period from 90 days to one year, resulting in a minimal amount of additional stock-based compensation expense. On June 19, 2015, the Company entered into a resignation agreement with the Company’s former Chief Scientific Officer. Costs associated with the resignation agreements, primarily severance-related charges, are reflected in the former employee severance expense section in the condensed consolidated statement of operations for the three months and six months ended June 30, 2015. $685,824 related to these charges was included in other accrued liabilities as of June 30, 2015. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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. On June 18, 2015, the Company changed its state of incorporation from the State of Nevada to the State of Delaware. |
Reclassification, Policy [Policy Text Block] | Correction of Prior Period Misstatements 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. In the prior year presentation of research and development expenses for the three months ended June 30, 2014, the Company presented expenses of $403,413. Such amount included $169,332 of general and administrative expenses for the three month period ended June 30, 2014, which was included in research and development expenses in the period as a classification offset to the inclusion of $169,332 of research and development expenses in general and administrative expenses for the three month period ended March 31, 2014. The Company did not separately present research and development expenses in its condensed consolidated statements of operations for the three months ended March 31, 2014 as presented in the prior year. The inclusion of this $169,332 classification offset in the prior period presentation of research and development expenses for the three months ended June 30, 2014 was not appropriate, and represents an immaterial misstatement in the prior year. The prior year presentation of research and development expenses for the six month period ended June 30, 2014 was correct as presented. In the current period presentation of the condensed consolidated statements of operations for the three months ended June 30, 2014, this item has been corrected by decreasing research and development expenses and increasing general and administrative expenses by $169,332. $2,706,105 of expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations from notes payable settlements was reclassified to “loss on settlement of notes payable – related parties” expenses for $1,829,562 and “loss on settlement of notes payable” expense for $876,543 in the current period condensed consolidated statements of operations presentation from “fair value of common stock exchanged for warrants and notes payable” expense in the prior period presentation. Furthermore, the presentation of these amounts in the current period presentation was moved to other expense from operating expenses reflecting the correction of an immaterial prior period misstatement related to the classification of losses on settlement of notes payable. Reclassifications Certain 2014 amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications included: $286,774 and $573,548 of amortization expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations 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 current period condensed consolidated statements of operations presentation 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. $141,315 and $291,200 of expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations presentation from stock-based compensation and warrant expense described in Notes 9 and 10 to these condensed consolidated financial statements was reclassified to “general and administrative” ($108,490 and $258,375 for the three and six months ended June 30, 2014) and “research and development” ($32,825 for the three and six months ended June 30, 2014) in the current period 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 compensation” in the prior period presentation to “employee and director stock-based compensation – non-cash” in the amount of $291,200 in the current period presentation. $384,604 and $516,290 of legal and professional services expense recognized in the three and six months ended June 30, 2014 condensed consolidated statements of operations was reclassified to “general and administrative” expense in the current period condensed consolidated statements of operations presentation from “legal and professional services” expense in the prior period presentation. $186,470 and $238,129 of income tax benefit recognized in the three and six months ended June 30, 2014 was reclassified to benefit from income taxes in the current period condensed consolidated statements of operations from other (income) expense in the prior year presentation. In the condensed consolidated statements of cash flows within net cash (used in) operating activities, $1,285,493 from loss on settlement of issuing shares for liabilities in the prior year presentation was reclassified to loss on settlement of note payable in the amount of $876,543 and accounts payable and accrued liabilities in the amount of $408,950 in the current year presentation. |
Use of Estimates, Policy [Policy Text Block] | 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 Tax, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | Comprehensive Income (Loss) The Company does not have items of other comprehensive income (loss) for the three and six months ended June 30, 2015 or June 30, 2014; and therefore, comprehensive loss equals net loss for those periods. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 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, ASU 2014-09 is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted as of January 1, 2017. Entities have the option of applying either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. 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 |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Paloma and Vasculo Medics [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | March 3, 2014 Intangibles assets $ 6,449,628 Prepaid expenses 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 |
Business Acquisition, Pro Forma Information [Table Text Block] | Six Months Ended June 30, 2014 Net revenues $ 0 Net loss (6,142,501 ) Basic and diluted loss per share $ (0.54 ) |
Note 5 - Property and Equipme22
Note 5 - Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, 2015 December 31, 2014 Computing equipment and office machines $ 38,785 $ 16,072 Furniture and fixtures 35,196 32,945 Leasehold improvements 5,157 60,017 79,138 109,034 Less accumulated depreciation (10,356 ) (6,719 ) Property and equipment, net $ 68,782 $ 102,315 |
Note 6 - Intangible Assets, N23
Note 6 - Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30 , 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net In-process research and development costs (IPR&D) $ 6,449,628 $ 0 $ 6,449,628 $ 6,449,628 $ 0 $ 6,449,628 |
Note 8 - Other Accrued Liabil24
Note 8 - Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Other Current Liabilities [Table Text Block] | June 30 , 2015 December 31, 2014 Payroll related $ 414,676 $ 741,032 Former employee severance 685,824 0 Professional fees 98,282 217,663 Board fees 55,938 55,000 Rent liability for facilities no longer occupied 808,418 808,418 Other 167,113 99,180 $ 2,230,251 $ 1,921,293 |
Note 10 - Stock-Based Compens25
Note 10 - Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended June 30 , Six Months Ended June 30 , 2015 2014 2015 2014 Research and development $ 152,645 $ 32,825 $ 384,170 $ 32,825 General and administrative 374,544 108,490 748,446 258,375 Total stock-based compensation expense $ 527,189 $ 141,315 $ 1,132,616 $ 291,200 |
Note 11 - Basic and Diluted N26
Note 11 - Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Basic and dilutive numerator: Net loss, as reported $ (3,969,322 ) $ (4,455,232 ) $ (7,485,738 ) $ (5,835,407 ) Denominator: Weighted-average shares outstanding 18,614,968 12,867,845 18,614,968 9,483,395 Net loss per share - basic and diluted $ (0.21 ) $ (0.35 ) $ (0.40 ) $ (0.62 ) |
Note 12 - Commitments and Con27
Note 12 - Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Maturities of Contractual Obligations [Table Text Block] | Rental Commitments Payments due by period: One year $ 72,203 Two years 73,638 Three years 49,729 Thereafter — Total $ 195,570 |
Note 1 - Description of Busin28
Note 1 - Description of Business (Details Textual) | Jun. 30, 2015 |
Number of Phase I Clinicial Trials Completed | 2 |
Note 2 - Basis of Presentatio29
Note 2 - Basis of Presentation and Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Research and Development Expense [Member] | ||||
Prior Period Reclassification Adjustment, Stock-Based Compensation and Warrant Expense | $ 32,825 | $ 32,825 | ||
General and Administrative Expense [Member] | ||||
Prior Period Reclassification Adjustment, Stock-Based Compensation and Warrant Expense | 108,490 | 258,375 | ||
Loss on Settlement of Note Payable [Member] | ||||
Prior Period Reclassification Adjustment, Loss on Settlement of Issuing Shares for Liabilities | 876,543 | |||
Scenario, Previously Reported [Member] | ||||
Research and Development Expense | 403,413 | |||
Accounts Payable and Accrued Liabilities [Member] | ||||
Prior Period Reclassification Adjustment, Loss on Settlement of Issuing Shares for Liabilities | 408,950 | |||
Prior Period Reclassification Adjustment, Notes Payable Settlements | $ 2,706,105 | 2,706,105 | ||
Gains (Losses) on Extinguishment of Related Party Debt | (1,829,562) | (1,829,562) | ||
Gain (Loss) on Settlement of Notes Payable | (876,543) | (876,543) | ||
Prior Period Reclassification Adjustment, Stock-Based Compensation and Warrant Expense | 141,315 | 291,200 | ||
Research and Development Expense | $ 1,115,796 | 266,906 | $ 2,667,348 | 436,238 |
Prior Period Reclassification Adjustment Research and Development Expense | 169,332 | |||
Prior Period Reclassification Adjustment Income Tax Benefit | 186,470 | 238,129 | ||
Prior Period Reclassification Adjustment, Amortization of Prepaid Expense Asset | 286,774 | 573,548 | ||
Prior Period Reclassification Adjustment, Employee and Director Stock-Based Compensation NonCash | 291,200 | |||
Prior Period Reclassification Adjustment, Legal and Professional Services | $ 384,604 | 516,290 | ||
Prior Period Reclassification Adjustment, Loss on Settlement of Issuing Shares for Liabilities | $ 1,285,493 |
Note 3 - Acquisitions (Details
Note 3 - Acquisitions (Details Textual) - USD ($) | Aug. 05, 2014 | Mar. 28, 2014 |
Paloma and Vasculo Medics [Member] | Notes Payable, Other Payables [Member] | ||
Long-term Debt Prepayment Penalties | $ 0 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Long-term Debt and Accrued Interest | $ 1,151,725 | |
Repayments of Assumed Debt and Accrued Interest | $ 1,331,007 | |
Paloma and Vasculo Medics [Member] | ||
Business Combination, Consideration Transferred | $ 6,800,000 | |
Paloma [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 | |
Vasculo Medics [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 220,000 |
Note 3 - Acquisitions - Summary
Note 3 - Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 03, 2014 |
Paloma and Vasculo Medics [Member] | |
Intangibles assets | $ 6,449,628 |
Prepaid expenses 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 |
Note 3 - Acquisitions - Pro For
Note 3 - Acquisitions - Pro Forma Information (Details) - 6 months ended Jun. 30, 2014 - Paloma and Vasculo Medics [Member] - USD ($) | Total |
Net revenues | $ 0 |
Net loss | $ (6,142,501) |
Basic and diluted loss per share (in dollars per share) | $ (0.54) |
Note 4 - Prepaid Expenses, De33
Note 4 - Prepaid Expenses, Deposits and Other Assets (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2013 | Jun. 30, 2015 | Dec. 31, 2014 | |
Maxim Group LLC [Member] | |||
Term of Agreement | 3 years | ||
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | 210,250 | ||
Share Price | $ 15 | ||
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost | $ 3,153,750 | ||
Value of Shares of Common Stock Recognized Per Quarter | $ 262,813 | ||
Prepaid Expenses, Deposits, and Other Assets | 1,051,249 | ||
Prepaid Expenses, Deposits, and Other Assets | $ 1,357,191 | $ 2,286,930 |
Note 5 - Property and Equipme34
Note 5 - Property and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 49,278 | $ 6,056 | $ 49,278 | $ 6,056 |
Depreciation | $ 6,198 | $ 2,555 | $ 12,482 | $ 7,066 |
Note 5 - Property and Equipme35
Note 5 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Computer Equipment and Office Machines [Member] | ||
Property and equipment, gross | $ 38,785 | $ 16,072 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 35,196 | 32,945 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 5,157 | 60,017 |
Property and equipment, gross | 79,138 | 109,034 |
Less accumulated depreciation | (10,356) | (6,719) |
Property and equipment | $ 68,782 | $ 102,315 |
Note 6 - Intangible Assets, N36
Note 6 - Intangible Assets, Net (Details Textual) - Jun. 30, 2014 - USD ($) | Total | Total |
Amortization of Intangible Assets | $ 321,186 | $ 508,005 |
Note 6 - Intangible Assets, N37
Note 6 - Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
In Process Research and Development [Member] | ||
Gross Carrying Amount | $ 6,449,628 | $ 6,449,628 |
Accumulated Amortization | 0 | 0 |
Intangible Assets, Net | $ 6,449,628 | $ 6,449,628 |
Note 7 - Goodwill (Details Text
Note 7 - Goodwill (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2015 | |
Goodwill, Impairment Loss | $ 0 | |
Goodwill | 12,055,991 | $ 12,055,991 |
Market Capitalization | 66,100,000 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 38,165,625 | $ 31,811,987 |
Note 8 - Other Accrued Liabil39
Note 8 - Other Accrued Liabilities - Other Accrued Expenses and Other Liabilities (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Payroll related | $ 414,676 | $ 741,032 |
Former employee severance | 685,824 | 0 |
Professional fees | 98,282 | 217,663 |
Board fees | 55,938 | 55,000 |
Rent liability for facilities no longer occupied | 808,418 | 808,418 |
Other | 167,113 | 99,180 |
$ 2,230,251 | $ 1,921,293 |
Note 9 - Stockholder's Equity (
Note 9 - Stockholder's Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Dec. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | |
Common Stock Warrants [Member] | Investor Relations Firm [Member] | General and Administrative Expense [Member] | |||
Warrant Expense | $ 129,147 | $ 258,577 | |
Common Stock Warrants [Member] | Investor Relations Firm [Member] | |||
Warrants and Rights Outstanding | $ 517,576 | $ 517,576 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.75 | ||
Term of Agreement with Counterparty | 1 year | ||
Class of Warrant or Right, Term | 5 years | ||
Common Stock Warrants [Member] | |||
Class of Warrant or Right Exercised Number | 0 | 0 | |
Class of Warrant or Right, Granted During Period | 0 | 0 | |
Class of Warrant or Right Expired Unexercised | 6,500 | 15,000 | |
Minimum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | $ 2 | |
Maximum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | $ 200 | |
Stock Issued During Period, Shares, New Issues | 0 | 0 | |
Stock Repurchased and Retired During Period, Shares | 0 | 0 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,808,766 | 4,808,766 | |
Class of Warrant or Right, Weighted Average Exercise Price | $ 8.32 |
Note 10 - Stock-Based Compens41
Note 10 - Stock-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Mar. 05, 2015 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,650 | 6,650 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 418,649 | 556,624 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,098,273 | 3,098,273 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,526,516 | 1,526,516 | |
Restorgenex Corporation 2015 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,500,000 | ||
Additional Allocated Share-based Compensation Expense | $ 45,953 | $ 45,953 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,493,350 | 2,493,350 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 3,637,492 | $ 3,637,492 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 332 days |
Note 10 - Stock-Based Compens42
Note 10 - Stock-Based Compensation - Summary of Stock Option Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Research and Development Expense [Member] | ||||
Stock-based compensation expense | $ 152,645 | $ 32,825 | $ 384,170 | $ 32,825 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | 374,544 | 108,490 | 748,446 | 258,375 |
Stock-based compensation expense | $ 527,189 | $ 141,315 | $ 1,132,616 | $ 291,200 |
Note 11 - Basic and Diluted N43
Note 11 - Basic and Diluted Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Basic and dilutive numerator: | ||||
Net loss, as reported | $ (3,969,322) | $ (4,455,232) | $ (7,485,738) | $ (5,835,407) |
Denominator: | ||||
Weighted-average shares outstanding (in shares) | 18,614,968 | 12,867,845 | 18,614,968 | 9,483,395 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.21) | $ (0.35) | $ (0.40) | $ (0.62) |
Note 12 - Commitments and Con44
Note 12 - Commitments and Contingencies (Details Textual) | Sep. 04, 2014USD ($)ft² | Jun. 30, 2015USD ($) |
Buffalo Grove [Member] | Long Term Operating Lease Agreement [Member] | Building [Member] | ||
Area of Real Estate Property | ft² | 2,900 | |
Lessee Leasing Arrangements Operating Leases Number of Extension Options | 1 | |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 3 years | |
Operating Leases, Number of Months from Lease Inception that Monthly Rent is Not Required to Be Paid | 5 | |
Operating Leases Monthly Rent Expense | $ 6,000 | |
Operating Leases Annual Rent Expense | 72,000 | |
Operating Leases Annual Increase in Rent Expense for First Year | 6,100 | |
Operating Leases Annual Increase in Rent Expense For Second Year and Thereafter | $ 6,200 | |
Long-term Purchase Commitment, Amount | $ 2,149,002 |
Note 12 - Commitments and Con45
Note 12 - Commitments and Contingencies - Contractual Obligations (Details) | Jun. 30, 2015USD ($) |
Payments due by period: | |
One year | $ 72,203 |
Two years | 73,638 |
Three years | 49,729 |
Total | $ 195,570 |
Note 13 - Investment in Or-Ge46
Note 13 - Investment in Or-Genix (Details Textual) - USD ($) | Apr. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Or Genix Therapeutics Inc [Member] | |||
Cost Method Ownership Percentage | 19.90% | ||
Investment in Common Stock Shares | 2,484,395 | ||
Payments to Acquire Investments | $ 250,000 | ||
Payments to Acquire Investments | $ 250,000 |
Note 14 - Former Employee Sev47
Note 14 - Former Employee Severance Expense (Details Textual) - USD ($) | Apr. 30, 2015 | Apr. 29, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | 90 days | ||
Supplemental Unemployment Benefits, Severance Benefits | $ 685,824 | $ 0 |