Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May. 15, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
AmendmentDescription | This Amendment No. 1 on Form 10-Q/A (the “Form 10-Q/A”) to the Quarterly Report on Form 10-Q for TapImmune Inc. (“we” or the “Company”) for the quarterly period ended March 31, 2015, initially filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2015 (the “Original Filing”), is being filed to restate accounting for the share purchase warrants and recording the fair value of the warrants under “Derivative liability- warrants” on its balance sheet with changes in the fair value over time reflected in the statements of operations as “Changes in fair value of derivative liabilities”. The restatement of the Company’s accounting for the share purchase warrants arose after a review by the Company’s management. As a result, the Board of Directors of the Company has determined that the Company’s previously issued consolidated unaudited financial statements and reports filed with the SEC for the quarterly period ended March 31, 2015 should not be relied upon. For a more detailed description of the effects of the restatement, see further discussion in Note 1A, “Amendment to Previously Reported Quarterly Financial Statements” to our consolidated financial statements included in Part I, Item 1 of this report. For the convenience of the reader, this Form 10-Q/A sets forth the Original Filings in their entirety. However, this Form 10-Q/A only amends and restates Items 1 and 2 of Part I of the Original Filing, in each case, solely as a result of, and to reflect, the restatement, and no other information in the Original Filing is amended hereby. The foregoing items have not been updated to reflect other events occurring after the Original Filings or to modify or update those disclosures affected by subsequent events. In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Original Filings has been amended to contain currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and are attached as Exhibits 31.1 and 32.1 to this report. We have also updated our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. Except for the foregoing amended information, this Form 10-Q/A continues to speak as of the dates of the Original Filings, and the Company has not updated the disclosures contained herein to reflect events that occurred at a later date. Other events occurring after the filings of the Original Filings or other disclosures necessary to reflect subsequent events will be addressed in any reports filed with the SEC subsequent to the date of this filing. | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TPIV | |
Entity Registrant Name | TAPIMMUNE INC | |
Entity Central Index Key | 1,094,038 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 32,638,811 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 1,453,505 | $ 141,944 |
Prepaid expenses and deposits | 82,504 | 82,504 |
Total Assets | 1,536,009 | 224,448 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 703,323 | 693,362 |
Research agreement obligations | 492,365 | 492,365 |
Derivative liability - warrants | 8,994,975 | 9,415 |
Promissory notes | 52,942 | 52,942 |
Total Current Liabilities | $ 10,243,605 | $ 1,248,084 |
Stockholders' Deficit | ||
Convertible preferred stock, $0.001 par value - 10,000,000 shares authorized: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized 32,638,811 shares issued and outstanding (2014 - 20,318,815) | $ 32,639 | $ 20,319 |
Additional paid-in capital | 85,269,526 | 85,265,776 |
Deficit accumulated during the development stage | (94,009,761) | (86,309,731) |
Total Stockholders' Deficit | (8,707,596) | (1,023,636) |
Total LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,536,009 | $ 224,448 |
Series A | ||
Stockholders' Deficit | ||
Convertible preferred stock, $0.001 par value - 10,000,000 shares authorized: | ||
Series B | ||
Stockholders' Deficit | ||
Convertible preferred stock, $0.001 par value - 10,000,000 shares authorized: |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Convertible preferred stock | 10,000,000 | 10,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 500,000,000 | |
Common stock shares issued | 32,638,811 | 20,318,815 |
Common stock shares outstanding | 32,638,811 | 20,318,815 |
Series A | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares designated | 1,250,000 | 1,250,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Series B | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares designated | 1,500,000 | 1,500,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating expenses: | ||
General and administrative | $ 418,786 | $ 1,164,098 |
Research and development | 609,378 | 22,500 |
Loss from Operations | (1,028,164) | (1,186,598) |
Other Income (Expense) | ||
Changes in fair value of derivative liabilities | 327,440 | (338,297) |
Accretion of discount on convertible notes | 0 | (483,636) |
Interest and financing charges | 0 | (35,269) |
Loss on extinguishment of debt | 0 | (27,663,430) |
Net Loss for the Period | (700,724) | (29,707,230) |
Other comprehensive income | ||
Foreign exchange translation adjustment | 0 | (1,249) |
TOTAL COMPREHENSIVE LOSS | $ (700,724) | $ (29,708,479) |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.03) | $ (3.89) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 27,611,255 | 7,631,669 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 3 months ended Mar. 31, 2015 - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss [Member] |
Balance Amount at Dec. 31, 2014 | $ (1,023,636) | $ 20,319 | $ 85,265,776 | $ (86,309,731) | $ 0 |
Balance, Shares at Dec. 31, 2014 | 20,318,816 | ||||
Private placement (net of finders' fee of $140,000), Amount | 2,326,014 | $ 12,320 | 2,313,694 | ||
Private placement (net of finders' fee of $140,000), Shares | 12,319,995 | ||||
Fair value of warrants recognized as derivative liabilities | (9,313,000) | (2,313,694) | (6,999,306) | ||
Stock- based compensation | 3,750 | 3,750 | |||
Net loss | (700,724) | (700,724) | |||
Balance Amount at Mar. 31, 2015 | $ (8,707,596) | $ 32,639 | $ 85,269,526 | $ (94,009,761) | $ 0 |
Balance, Shares at Mar. 31, 2015 | 32,638,811 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Finders fee | $ 140,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (700,724) | $ (29,707,230) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Changes in fair value of derivative liabilities | (327,440) | 338,297 |
Loss on extinguishment of debt | 0 | 27,663,430 |
Non-cash interest and finance charges | 0 | 483,636 |
Stock based compensation | 3,750 | 690,000 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 9,961 | 158,913 |
NET CASH USED IN OPERATING ACTIVITIES | (1,014,453) | (372,954) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of shares, net of issuance costs of $140,000 | 2,326,014 | 0 |
Convertible note issuance | 0 | 418,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,326,014 | 418,000 |
INCREASE IN CASH | 1,311,561 | 45,046 |
CASH, BEGINNING OF PERIOD | 141,944 | 48,589 |
CASH, END OF PERIOD | 1,453,505 | 93,635 |
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES | ||
Accounts payable settled in common stock | 0 | 513,000 |
Fair value of issuance of warrants in January an March 2015 financing | 9,313,000 | 0 |
Conversion of debt obligations into common stock | ||
Accrued interest | 0 | 476,000 |
Convertible notes payable | 0 | 3,293,000 |
Loans payable, related party | 0 | 42,000 |
Promissory notes, related party | 0 | 210,000 |
Due to related parties | 0 | 369,000 |
Fair value derivative liability - conversion opt at conversion | $ 0 | $ 708,000 |
Statements of Cash Flows (Unau8
Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Statement of Cash Flows [Abstract] | |
Issuance costs | $ 140,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS TapImmune Inc. (the “Company”), a Nevada corporation incorporated in 1992, is a biotechnology Company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune’s approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition and killing by the immune system. |
AMENDMENT TO PREVIOUSLY REPORTE
AMENDMENT TO PREVIOUSLY REPORTED QUARTERLY FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
AMENDMENT TO PREVIOUSLY REPORTED QUARTERLY FINANCIAL STATEMENTS | NOTE 1A: AMENDMENT TO PREVIOUSLY REPORTED QUARTERLY FINANCIAL STATEMENTS The Company’s previously issued consolidated financial statements for the three months ended March 31, 2015 have been restated related to the Company’s accounting for share purchase warrants issued as part of two registered transactions in January 2015 and March 2015. Previously, the fair value of certain series of the share purchase warrants (Series B, B-1, C, C-1, D, D-1, E and E-1) was concluded by management to be classified within stockholders’ equity (deficit). The Company has reviewed the terms and conditions underlying its outstanding share purchase warrants and determined that the accounting for certain series of the warrants should be amended. Management reviewed ASC 480-10 Distinguishing liabilities from equity Contracts in an Entity’s Own Equity The Company has restated its accounting for certain series of the share purchase warrants and recorded the fair value of the warrants under “Derivative liability- warrants” on its balance sheet with changes in the fair value over time reflected in the statements of operations as “Changes in fair value of derivative liabilities”. As a result of these adjustments, net loss for the three months ended March 31, 2015 was reduced by $281,000. The Company has reported an amended net loss of $701,000 versus the previously reported net loss of approximately $982,000 for the three months ended March 31, 2015. The following table summarizes the effect of the restatement on the consolidated statement of operations for the three months ended March 31, 2015: TAPIMMUNE INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2015 (Unaudited) As Previously Adjustment As Restated ASSETS Current Assets Cash 1,453,505 — 1,453,505 Prepaid expenses and deposits 82,504 — 82,504 1,536,009 — 1,536,009 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued liabilities 703,323 — 703,323 Research agreement obligations 492,365 — 492,365 Derivative liability – warrants 2,052,975 6,942,000 8,994,975 Promissory notes 52,942 — 52,942 3,301,605 6,942,000 10,243,605 COMMITMENTS AND CONTINGENCIES Stockholders’ Equity (Deficit) Convertible preferred stock, $0.001 par value — 10,000,000 shares authorized: Series A, $0.001 par value, 1,250,000 shares designated, -0- shares issued and outstanding as of March 31, 2015 and December 31, 2014 — — — Series B, $0.001 par value, 1,500,000 shares designated, -0- shares issued and outstanding as of March 31, 2015 and December 31, 2014 — — — Common stock, $0.001 par value, 500,000,000 shares authorized 32,638,811 shares issued and outstanding (2014 – 20,318,815) 32,639 — 32,639 Additional paid-in capital 85,493,220 (223,694 ) 85,269,526 Accumulated deficit (87,291,455 ) (6,718,306 ) (94,009,761 ) (1,765,596 ) (6,942,000 ) (8,707,596 ) 1,536,009 — 1,536,009 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended March 31, 2015 As Previously Adjustment As Restated Operating expenses: General and administrative 418,786 — 418,786 Research and development 609,378 — 609,378 Loss from Operations (1,028,164 ) — (1,028,164 ) Other Income (Expense) Changes in fair value of derivative liabilities 46,440 281,000 327,440 Accretion of discount on convertible notes — — — Interest and financing charges — — — Loss on extinguishment of debt — — — Net Loss for the Period (981,724 ) 281,000 (700,724 ) Other comprehensive income Foreign exchange translation adjustment — — — TOTAL COMPREHENSIVE LOSS (981,724 ) 281,000 (700,724 ) Basic and Diluted Net Loss per Share (0.04 ) 0.01 (0.03 ) Weighted Average Number of Common Shares Outstanding 27,611,255 27,611,255 27,611,255 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2015 As Previously Adjustment As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss (981,724 ) 281,000 (700,724 ) Adjustments to reconcile net loss to net cash from operating activities: Changes in fair value of derivative liabilities (46,440 ) (281,000 ) (327,440 ) Loss on extinguishment of debt — — — Non-cash interest and finance charges — — — Stock based compensation 3,750 — 3,750 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 9,961 — 9,961 NET CASH USED IN OPERATING ACTIVITIES (1,014,453 ) — (1,014,453 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of shares, net of issuance costs of $140,000 2,326,014 — 2,326,014 Convertible note issuance — — — NET CASH PROVIDED BY FINANCING ACTIVITIES 2,326,014 — 2,326,014 INCREASE IN CASH 1,311,561 — 1,311,561 CASH, BEGINNING OF PERIOD 141,944 — 141,944 CASH, END OF PERIOD 1,453,505 — 1,453,505 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2: BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2015, condensed consolidated statements of interim financials include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any future interim period. The condensed balance sheet at December 31, 2014 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014, and notes thereto included in the Company’s annual report on Form 10-K. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | NOTE 3: LIQUIDITY AND FINANCIAL CONDITION The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing, develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. From inception, the Company has been funded by a combination of equity and debt financings. The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from product sales. As of March 31, 2015, the Company had cash and cash equivalents of approximately $1,454,000. Historically, the Company has net losses and negative cash flows from operations. The Company believes its current capital resources are not sufficient to support its operations. Management intends to continue its research efforts and to finance operations of the Company through debt and/or equity financings. Management plans to seek additional debt and/or equity financing through private or public offerings or through a business combination or strategic partnership. There can be no assurance that the Company will be successful in obtaining additional financing on favorable terms, or at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on April 15, 2015. Prior Period Reclassifications Certain prior period amounts that were combined in the March 31, 2014 consolidated financial statements have been reclassified for comparability with the March 31, 2015 presentation. These reclassifications had no effect on previously reported net loss. |
POTENTIALLY DILUTIVE SECURITIES
POTENTIALLY DILUTIVE SECURITIES | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
POTENTIALLY DILUTIVE SECURITIES | NOTE 5: POTENTIALLY DILUTIVE SECURITIES Options, warrants, and convertible debt outstanding were all considered anti-dilutive for the three months ended March 31, 2015 and 2014, due to net losses. The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented: March 31, 2015 2014 Common stock options 65,000 65,000 Common stock warrants - equity treatment 2,549,000 193,000 Common stock warrants - liability treatment 62,194,000 57,000 Convertible notes — 15,000 Potentially dilutive securities 64,808,000 330,000 |
DERIVATIVE LIABILITY - WARRANTS
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION, AS RESTATED | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION, AS RESTATED | NOTE 6: DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY – CONVERSION OPTION, AS RESTATED A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the three months ended 2015 and 2014 is as follows: Share Purchase Warrants Weighted Average Inputs for the Period Date of valuation For the Quarter For the Quarter Dividend yield (per share) 0 % 0 % Strike price $ 0.98 $ 5.84 Volatility (annual) 158.00 % 159.00 % Risk-free rate 1.00 % 0.65 % Contractual term (years) 4.00 3.83 The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and Derivative liability – conversion option: As of March 31, 2015 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 8,995,000 — — $ 8,995,000 $ 8,995,000 Total $ 8,995,000 — — $ 8,995,000 $ 8,995,000 As of December 31, 2014 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 9,000 — — $ 9,000 $ 9,000 Total $ 9,000 — — $ 9,000 $ 9,000 There were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2015. The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2015: Derivative liability – warrants Balance – December 31, 2014 $ 9,000 Additions during the quarter 9,313,000 Change in fair value of warrant liability (327,000 ) Balance – March 31, 2015 $ 8,995,000 The valuation of warrants is subjective and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility of the stock price, risk-free rates based on U.S. Treasury security yields, the expected term of the warrants and dividend yield. Changes in these assumptions can materially affect the fair value estimate. The Company could ultimately incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability on the financial statements. The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire, or are amended in a way that would no longer require these warrants to be classified as a liability. Changes in the fair value of the common stock warrants liability are recognized as a component of other income (expense) in the Statements of Operations. During 2014 the Company entered into numerous extinguishment agreements with various holders. As a result the derivative liability associated with the bifurcated conversion options were extinguished at the date of conversion and recorded in the loss on extinguishment in the Statement of Operations. The inputs utilized in the final mark to market were as follows: Conversion Option Weighted Average Inputs for the Period Date of valuation For the Quarter For the Quarter Dividend yield (per share) — % 0 % Strike price $ — $ 1.03 Volatility (annual) — % 199.00 % Risk-free rate — % 0.05 % Contractual term (years) — 0.24 Fair value of Conversion Option at extinguishment $ — $ 708,000 |
PROMISSORY NOTES
PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
PROMISSORY NOTES | NOTE 7: PROMISSORY NOTES, RELATED PARTY The Company has outstanding promissory notes in the amount of $52,942 (December 31, 2014 - $52,942), of which $23,000 of promissory notes are from an officer and a director of the Company. The promissory notes bear no interest charges and have no fixed repayment terms. |
CAPITAL STOCK, AS RESTATED
CAPITAL STOCK, AS RESTATED | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
CAPITAL STOCK, AS RESTATED | NOTE 8: CAPITAL STOCK, AS RESTATED 2015 Share Transactions Private placements In January, 2015, the Company entered into a Securities Purchase Agreement with certain investors for the sale of 7,320,000 units at a purchase price of $0.20 per unit, for a total purchase price of approximately $1,250,000, net of finders’ fee and offering expenses of approximately $214,000. Each unit consisting of (i) one share of the Company’s Common Stock, (ii) one Series A warrant to purchase one share of common stock, (iii) one Series B warrant to purchase one share of common stock (iv) one Series C warrant to purchase one share of common stock, (v) one Series D warrant to purchase one share of common stock, and (vi) one Series E warrant to purchase one share of common stock (the Series A, B, C, D and E warrants are hereby collectively referred to as the “January 2015 Warrants”). Series A warrants are exercisable at $1.50 per share, with a five year term. Series B warrants are exercisable at $0.40 per share, with a six month term. Series C warrants are exercisable at $1.00 per share, with a five year term. Series D warrants are exercisable at $0.75 per share only if and to the extent that the Series B warrants are exercised, with a five year term from the date that the Series B warrants are exercised. Series E warrants are exercisable at $1.25 per share, only if and to the extent that the Series C warrants are exercised, with a five year term from the date that the Series C warrants are exercised. Pursuant to a placement agent agreement, the Company agreed to issue warrants to purchase 366,000 common shares with substantially the same terms as the January 2015 Warrants. In March, 2015, the Company entered into a Securities Purchase Agreement with certain accredited investors for the sale of 5,000,000 units at a purchase price of $0.20 per unit, for a total purchase price of approximately $950,000, net of finders’ fee and offering expenses of approximately $50,000. Each unit consisting of (i) one share of the Company’s Common Stock, (ii) one Series A warrant to purchase one share of common stock, (iii) one Series B warrant to purchase one share of common stock (iv) one Series C warrant to purchase one share of common stock, (v) one Series D warrant to purchase one share of common stock, and (vi) one Series E warrant to purchase one share of common stock (the Series A, B, C, D and E warrants are hereby collectively referred to as the “March 2015 Warrants”). The March 2015 Warrants have substantially the same terms as the January 2015 Warrants. Pursuant to a placement agent agreement, the Company agreed to issue warrants to purchase 125,000 common shares with substantially the same terms as the March 2015 Warrants. Initial Fair Value of Warrants Issued Pursuant to ASC 480-10 Distinguishing liabilities from equity and ASC 815-40 Contracts in an Entity’s Own Equity, the common stock purchase warrants are classified as a derivative liability as the Company cannot control their ability to gross settle the financial instruments with registered securities. The fair value of the warrants issued pursuant to the January and March 2015 stock purchase agreement was $9,313,000. Share Purchase Warrants A summary of the Company’s share purchase warrants as of March 31, 2015 and changes during the period is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Balance, December 31, 2014 2,659,417 1.83 4.15 Issued 62,090,975 1.03 3.96 Exercised — — — Extinguished or expired (7,500 ) 50.00 — Balance, March 31, 2015 64,742,892 $ 1.01 3.95 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | NOTE 9: CONTINGENCIES AND COMMITMENTS Contingencies: Consultant Litigation In May 2012, the Company issued 112,000 post-consolidated shares of common stock to two consultants. The Company contested the validity of the services provided and initially was able to delay the sale of the contested shares. The Company was not successful in recovering the contested shares. A claim for alleged damages of approximately $362,000 plus costs by one of the consultants as a result of the contesting of the issuance of the shares was filed in the Supreme Court of New York. The claim was for damages on the difference between market price at the time the Company was able to delay the sale of his shares and the market price at the time of the sale of all of his shares. As the result of a judicial decision in New York the consultant received a bond payment of approximately $100,000 that the Company had used to secure a temporary restraining order against the issuance of stock to him. Following hearings at the International Arbitration Tribunal held in New York on May 13-16, 2014 the arbitrator ordered (on July 18, 2014) the consultant to pay Tapimmune $196,204 plus 9% interest from the date of the award. The Company is attempting to collect the award from Mr. Michael Gardner. On July 18, 2014, the International Center for Dispute Resolution International Arbitration Tribunal issued a Final Award in the matter of TapImmune Inc. vs. Michael Gardner awarding TapImmune $196,204 plus post-award interest at a rate of 9% per year. This award stemmed from the dispute discussed above with Mr. Gardner regarding the May 2012 consulting agreement. The arbitrator found that we were fraudulently induced into entering said agreement through “1) misrepresentations as to what he would or could do for the Company, including raising funds, and 2) omissions about his reputation and ability to obtain or assist in obtaining financing for TapImmune” among other reasons. We are attempting to collect the award from Mr. Gardner. Vendor Litigation One of our suppliers, Fischer Scientific was awarded a judgment against us for $51,000 which is equal to the amount owed to them and is currently accrued on the balance sheet. We intend on settling that matter in the second quarter of 2015. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts that were combined in the March 31, 2014 consolidated financial statements have been reclassified for comparability with the March 31, 2015 presentation. These reclassifications had no effect on previously reported net loss. |
AMENDMENT TO PREVIOUSLY REPOR20
AMENDMENT TO PREVIOUSLY REPORTED QUARTERLY FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restatement of The Company's Consolidated Statements | The following table summarizes the effect of the restatement on the consolidated statement of operations for the three months ended March 31, 2015: TAPIMMUNE INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2015 (Unaudited) As Previously Adjustment As Restated ASSETS Current Assets Cash 1,453,505 — 1,453,505 Prepaid expenses and deposits 82,504 — 82,504 1,536,009 — 1,536,009 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued liabilities 703,323 — 703,323 Research agreement obligations 492,365 — 492,365 Derivative liability – warrants 2,052,975 6,942,000 8,994,975 Promissory notes 52,942 — 52,942 3,301,605 6,942,000 10,243,605 COMMITMENTS AND CONTINGENCIES Stockholders’ Equity (Deficit) Convertible preferred stock, $0.001 par value — 10,000,000 shares authorized: Series A, $0.001 par value, 1,250,000 shares designated, -0- shares issued and outstanding as of March 31, 2015 and December 31, 2014 — — — Series B, $0.001 par value, 1,500,000 shares designated, -0- shares issued and outstanding as of March 31, 2015 and December 31, 2014 — — — Common stock, $0.001 par value, 500,000,000 shares authorized 32,638,811 shares issued and outstanding (2014 – 20,318,815) 32,639 — 32,639 Additional paid-in capital 85,493,220 (223,694 ) 85,269,526 Accumulated deficit (87,291,455 ) (6,718,306 ) (94,009,761 ) (1,765,596 ) (6,942,000 ) (8,707,596 ) 1,536,009 — 1,536,009 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended March 31, 2015 As Previously Adjustment As Restated Operating expenses: General and administrative 418,786 — 418,786 Research and development 609,378 — 609,378 Loss from Operations (1,028,164 ) — (1,028,164 ) Other Income (Expense) Changes in fair value of derivative liabilities 46,440 281,000 327,440 Accretion of discount on convertible notes — — — Interest and financing charges — — — Loss on extinguishment of debt — — — Net Loss for the Period (981,724 ) 281,000 (700,724 ) Other comprehensive income Foreign exchange translation adjustment — — — TOTAL COMPREHENSIVE LOSS (981,724 ) 281,000 (700,724 ) Basic and Diluted Net Loss per Share (0.04 ) 0.01 (0.03 ) Weighted Average Number of Common Shares Outstanding 27,611,255 27,611,255 27,611,255 TAPIMMUNE INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2015 As Previously Adjustment As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss (981,724 ) 281,000 (700,724 ) Adjustments to reconcile net loss to net cash from operating activities: Changes in fair value of derivative liabilities (46,440 ) (281,000 ) (327,440 ) Loss on extinguishment of debt — — — Non-cash interest and finance charges — — — Stock based compensation 3,750 — 3,750 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 9,961 — 9,961 NET CASH USED IN OPERATING ACTIVITIES (1,014,453 ) — (1,014,453 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of shares, net of issuance costs of $140,000 2,326,014 — 2,326,014 Convertible note issuance — — — NET CASH PROVIDED BY FINANCING ACTIVITIES 2,326,014 — 2,326,014 INCREASE IN CASH 1,311,561 — 1,311,561 CASH, BEGINNING OF PERIOD 141,944 — 141,944 CASH, END OF PERIOD 1,453,505 — 1,453,505 |
POTENTIALLY DILUTIVE SECURITI21
POTENTIALLY DILUTIVE SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
POTENTIALLY DILUTIVE SECURITIES | The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented: March 31, 2015 2014 Common stock options 65,000 65,000 Common stock warrants - equity treatment 2,549,000 193,000 Common stock warrants - liability treatment 62,194,000 57,000 Convertible notes — 15,000 Potentially dilutive securities 64,808,000 330,000 |
DERIVATIVE LIABILITY - WARRAN22
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION, AS RESTATED (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
Valuation Methodology | A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the three months ended 2015 and 2014 is as follows: Share Purchase Warrants Weighted Average Inputs for the Period Date of valuation For the Quarter For the Quarter Dividend yield (per share) 0 % 0 % Strike price $ 0.98 $ 5.84 Volatility (annual) 158.00 % 159.00 % Risk-free rate 1.00 % 0.65 % Contractual term (years) 4.00 3.83 |
Financial Assets And Liabilities Measured At Fair Value On Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and Derivative liability – conversion option: As of March 31, 2015 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 8,995,000 — — $ 8,995,000 $ 8,995,000 Total $ 8,995,000 — — $ 8,995,000 $ 8,995,000 As of December 31, 2014 Fair Value Measurements Fair Value Level 1 Level 2 Level 3 Total Derivative liability - warrants $ 9,000 — — $ 9,000 $ 9,000 Total $ 9,000 — — $ 9,000 $ 9,000 |
Measured at fair value | The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2015: Derivative liability – warrants Balance – December 31, 2014 $ 9,000 Additions during the quarter 9,313,000 Change in fair value of warrant liability (327,000 ) Balance – March 31, 2015 $ 8,995,000 |
Numerous extinguishment agreements | The inputs utilized in the final mark to market were as follows: Conversion Option Weighted Average Inputs for the Period Date of valuation For the Quarter For the Quarter Dividend yield (per share) — % 0 % Strike price $ — $ 1.03 Volatility (annual) — % 199.00 % Risk-free rate — % 0.05 % Contractual term (years) — 0.24 Fair value of Conversion Option at extinguishment $ — $ 708,000 |
CAPITAL STOCK, AS RESTATED (Tab
CAPITAL STOCK, AS RESTATED (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
Share purchase warrants | A summary of the Company’s share purchase warrants as of March 31, 2015 and changes during the period is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Balance, December 31, 2014 2,659,417 1.83 4.15 Issued 62,090,975 1.03 3.96 Exercised — — — Extinguished or expired (7,500 ) 50.00 — Balance, March 31, 2015 64,742,892 $ 1.01 3.95 |
Amendment to Previously Repor24
Amendment to Previously Reported Quarterly Financial Statements (Narrative) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Loss for the Period | $ (700,724) | $ (29,707,230) |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Loss for the Period | (981,724) | |
Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Loss for the Period | $ 281,000 |
Restatements on The Company's C
Restatements on The Company's Consolidated Balance Sheets (Detail) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||||
Cash | $ 1,453,505 | $ 141,944 | $ 93,635 | $ 48,589 |
Prepaid expenses and deposits | 82,504 | 82,504 | ||
Total Assets | 1,536,009 | 224,448 | ||
Current Liabilities | ||||
Accounts payable and accrued liabilities | 703,323 | 693,362 | ||
Research agreement obligations | 492,365 | 492,365 | ||
Derivative liability - warrants | 8,994,975 | 9,415 | ||
Promissory notes | 52,942 | 52,942 | ||
Total Current Liabilities | $ 10,243,605 | $ 1,248,084 | ||
Stockholders' Equity (Deficit) | ||||
Convertible preferred stock, $0.001 par value - shares authorized: | ||||
33 Common stock, $0.001 par value, 500,000,000 shares authorized 32,638,811 shares issued and outstanding (2014 - 20,318,815) 32,639 - 32,639 | $ 32,639 | $ 20,319 | ||
Additional paid-in capital | 85,269,526 | 85,265,776 | ||
Accumulated deficit | (94,009,761) | (86,309,731) | ||
Total Stockholders' Deficit | (8,707,596) | (1,023,636) | ||
Total LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,536,009 | 224,448 | ||
As Previously Reported [Member] | ||||
Current Assets | ||||
Cash | 1,453,505 | $ 141,944 | ||
Prepaid expenses and deposits | 82,504 | |||
Total Assets | 1,536,009 | |||
Current Liabilities | ||||
Accounts payable and accrued liabilities | 703,323 | |||
Research agreement obligations | 492,365 | |||
Derivative liability - warrants | 2,052,975 | |||
Promissory notes | 52,942 | |||
Total Current Liabilities | 3,301,605 | |||
Stockholders' Equity (Deficit) | ||||
Additional paid-in capital | 85,493,220 | |||
Accumulated deficit | (87,291,455) | |||
Total Stockholders' Deficit | (1,765,596) | |||
Total LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,536,009 | |||
Adjustments [Member] | ||||
Current Liabilities | ||||
Derivative liability - warrants | 6,942,000 | |||
Total Current Liabilities | 6,942,000 | |||
Stockholders' Equity (Deficit) | ||||
Additional paid-in capital | (223,694) | |||
Accumulated deficit | (6,718,306) | |||
Total Stockholders' Deficit | $ (6,942,000) |
Restatements on The Company's26
Restatements on The Company's Consolidated Balance Sheets (Parenthetical) (Detail) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Convertible preferred stock | 10,000,000 | 10,000,000 |
Common stock | $ 0.001 | $ 0.001 |
Shares authorized | 500,000,000 | |
Shares issued | 32,638,811 | 20,318,815 |
Outstanding | 32,638,811 | 20,318,815 |
Series A | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares designated | 1,250,000 | 1,250,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Series B | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares designated | 1,500,000 | 1,500,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Restatements on The Company's27
Restatements on The Company's Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating expenses: | ||
General and administrative | $ 418,786 | $ 1,164,098 |
Research and development | 609,378 | 22,500 |
Loss from Operations | (1,028,164) | (1,186,598) |
Other Income (Expense) | ||
Changes in fair value of derivative liabilities | 327,440 | (338,297) |
Accretion of discount on convertible notes | 0 | 483,636 |
Interest and financing charges | 0 | (35,269) |
Loss on extinguishment of debt | 0 | (27,663,430) |
Net Loss for the Period | (700,724) | (29,707,230) |
Other comprehensive income | ||
Foreign exchange translation adjustment | 0 | (1,249) |
TOTAL COMPREHENSIVE LOSS | $ (700,724) | $ (29,708,479) |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.03) | $ (3.89) |
Weighted Average Number of Common Shares Outstanding | 27,611,255 | 7,631,669 |
As Previously Reported [Member] | ||
Operating expenses: | ||
General and administrative | $ 418,786 | |
Research and development | 609,378 | |
Loss from Operations | (1,028,164) | |
Other Income (Expense) | ||
Changes in fair value of derivative liabilities | 46,440 | |
Accretion of discount on convertible notes | 0 | |
Interest and financing charges | 0 | |
Loss on extinguishment of debt | 0 | |
Net Loss for the Period | (981,724) | |
Other comprehensive income | ||
Foreign exchange translation adjustment | 0 | |
TOTAL COMPREHENSIVE LOSS | $ (981,724) | |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.04) | |
Weighted Average Number of Common Shares Outstanding | 27,611,255 | |
Adjustments [Member] | ||
Other Income (Expense) | ||
Changes in fair value of derivative liabilities | $ 281,000 | |
Accretion of discount on convertible notes | 0 | |
Interest and financing charges | 0 | |
Loss on extinguishment of debt | 0 | |
Net Loss for the Period | 281,000 | |
Other comprehensive income | ||
Foreign exchange translation adjustment | 0 | |
TOTAL COMPREHENSIVE LOSS | $ 281,000 | |
BASIC AND DILUTED NET LOSS PER SHARE | $ 0.01 | |
Weighted Average Number of Common Shares Outstanding | 27,611,255 |
Restatements on The Company's28
Restatements on The Company's Consolidated Statements of Cash flow (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (700,724) | $ (29,707,230) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Changes in fair value of derivative liabilities | (327,440) | 338,297 |
Loss on extinguishment of debt | 0 | 27,663,430 |
Non-cash interest and finance charges | 0 | 483,636 |
Stock based compensation | 3,750 | 690,000 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 9,961 | 158,913 |
NET CASH USED IN OPERATING ACTIVITIES | (1,014,453) | (372,954) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of shares, net of issuance costs of $140,000 | 2,326,014 | 0 |
Convertible note issuance | 0 | 418,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,326,014 | 418,000 |
INCREASE IN CASH | 1,311,561 | 45,046 |
CASH, BEGINNING OF PERIOD | 141,944 | 48,589 |
CASH, END OF PERIOD | 1,453,505 | $ 93,635 |
As Previously Reported [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | (981,724) | |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Changes in fair value of derivative liabilities | (46,440) | |
Loss on extinguishment of debt | 0 | |
Non-cash interest and finance charges | 0 | |
Stock based compensation | 3,750 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 9,961 | |
NET CASH USED IN OPERATING ACTIVITIES | (1,014,453) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of shares, net of issuance costs of $140,000 | 2,326,014 | |
Convertible note issuance | 0 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,326,014 | |
INCREASE IN CASH | 1,311,561 | |
CASH, BEGINNING OF PERIOD | 141,944 | |
CASH, END OF PERIOD | 1,453,505 | |
Adjustments [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | 281,000 | |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Changes in fair value of derivative liabilities | (281,000) | |
Loss on extinguishment of debt | 0 | |
Non-cash interest and finance charges | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Convertible note issuance | $ 0 |
Restatements on The Company's29
Restatements on The Company's Consolidated Statements of Cash flow (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Issuance costs | $ 140,000 |
LIQUIDITY AND FINANCIAL CONDI30
LIQUIDITY AND FINANCIAL CONDITION (Narrative) (Detail) | Mar. 31, 2015USD ($) |
Disclosure Disclosure Liquidity And Financial Condition Details Narrtive [Abstract] | |
Cash and cash equivalents | $ 1,454,000 |
POTENTIALLY DILUTIVE SECURITI31
POTENTIALLY DILUTIVE SECURITIES (Detail) - shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Disclousure Potentially Dilutive Securities Details [Abstract] | ||
Common stock options | 65,000 | 65,000 |
Common stock warrants - equity treatment | 2,549,000 | 193,000 |
Common stock warrants - liability treatment | 62,194,000 | 57,000 |
Convertible notes | 15,000 | |
Potentially dilutive securities | 64,808,000 | 330,000 |
DERIVATIVE LIABILITY - WARRAN32
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Strike price | $ 1.03 | |
Share Purchase Warrants[Member] | ||
Dividend yield (per share) | 0.00% | 0.00% |
Strike price | $ 0.98 | $ 5.84 |
Volatility (annual) | 158.00% | 159.00% |
Risk-free rate | 1.00% | 0.65% |
Contractual term (years) | 4 years | 3 years 9 months 29 days |
DERIVATIVE LIABILITY - WARRAN33
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details 1) (Detail) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Derivative liability - warrants | $ 8,995,000 | $ 9,000 |
Total | 8,995,000 | $ 9,000 |
Fair Value [Member] | ||
Derivative liability - warrants | 8,995,000 | |
Total | $ 8,995,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability - warrants | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability - warrants | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability - warrants | $ 8,995,000 | $ 9,000 |
Total | $ 8,995,000 | 9,000 |
Carrying Value [Member] | ||
Derivative liability - warrants | 9,000 | |
Total | $ 9,000 |
DERIVATIVE LIABILITY - WARRAN34
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details 2) (Detail) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Notes to Financial Statements | |
Balance - December 31, 2014 | $ 9,000 |
Additions during the quarter | 9,313,000 |
Change in fair value of warrant liability | (327,000) |
Balance - March 31, 2015 | $ 8,995,000 |
DERIVATIVE LIABILITY - WARRAN35
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details 3) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Notes To Financial Statements [Abstract] | ||
Dividend yield (per share) | 0.00% | 0.00% |
Strike price | $ 1.03 | |
Volatility (annual) | 199.00% | |
Risk-free rate | 0.05% | |
Contractual term (years) | 2 months 27 days | |
Fair value of Conversion Option at extinguishment | $ 0 | $ 708,000 |
PROMISSORY NOTES, RELATED PARTY
PROMISSORY NOTES, RELATED PARTY (Narrative) (Detail) | Dec. 31, 2014USD ($) |
Outstanding promissory notes in the amount | $ 52,942 |
Officer Director [Member] | |
Outstanding promissory notes in the amount | $ 23,000 |
CAPITAL STOCK (Narrative) (Deta
CAPITAL STOCK (Narrative) (Detail) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2015USD ($)$ / Equityshares | Jan. 31, 2015USD ($)$ / shares$ / Equityshares | Mar. 31, 2015USD ($)shares | Mar. 31, 2014USD ($) | |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Units issued | 5,000,000 | |||
Sales price per unit | $ / Equity | 0.20 | |||
Aggregate purchase price | $ | $ 950,000 | |||
Finders fee and issuance costs | $ | $ 50,000 | |||
Number of common stock included in equity unit | 1 | 1 | ||
Fair value of warrants | $ | $ 9,313,000 | $ 0 | ||
Seriesa Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | 1 | ||
Series B Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | 1 | ||
Series C Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | 1 | ||
Series D Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | 1 | ||
Series E Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | 1 | ||
Subsequent Warrant Issuance [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights | 125,000 | 366,000 | 125,000 | |
Private Placement [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Units issued | 7,320,000 | |||
Sales price per unit | $ / Equity | 0.20 | |||
Aggregate purchase price | $ | $ 1,250,000 | |||
Finders fee and issuance costs | $ | $ 214,000 | |||
Number of common stock included in equity unit | 1 | |||
Private Placement [Member] | Seriesa Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | |||
Exercise price of warrants | $ / shares | $ 1.50 | |||
Warrant expiration period | 5 years | |||
Private Placement [Member] | Series B Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | |||
Exercise price of warrants | $ / shares | $ 0.40 | |||
Warrant expiration period | 6 years | |||
Private Placement [Member] | Series C Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | |||
Exercise price of warrants | $ / shares | $ 1 | |||
Warrant expiration period | 5 years | |||
Private Placement [Member] | Series D Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | |||
Exercise price of warrants | $ / shares | $ 0.75 | |||
Warrant expiration period | 5 years | |||
Private Placement [Member] | Series E Warrant [Member] | ||||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ||||
Number of securities callable by each warrant or right warrants | 1 | |||
Exercise price of warrants | $ / shares | $ 1.25 | |||
Warrant expiration period | 5 years |
CAPITAL STOCK (Detail)
CAPITAL STOCK (Detail) | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Number of Warrants | |
Balance, December 31, 2014 | shares | 2,659,417 |
Issued | shares | 62,090,975 |
Exercised | shares | 0 |
Extinguished or expired | shares | (7,500) |
Balance, March 31, 2015 | shares | 64,742,892 |
Weighted Average Exercise Price | |
Balance, December 31, 2014 | $ / shares | $ 1.83 |
Issued | $ / shares | 1.03 |
Exercised | $ / shares | 0 |
Extinguished or expired | $ / shares | 50 |
Balance, March 31, 2015 | $ / shares | $ 1.01 |
Weighted Average Remaining Life | |
Balance, December 31, 2014 | 4 years 1 month 24 days |
Issued | 3 years 11 months 16 days |
Balance, March 31, 2015 | 3 years 11 months 12 days |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Narrative) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of post-consolidated shares of common stock | 112,000 | |
Claim for alleged damages | $ 362,000 | |
Bond payment | 100,000 | |
Amount paid by consultant | $ 196,204 | |
Interest paid by consultant | 9.00% | |
Award amount | $ 196,204 | |
Judgment award amount | $ 51,000 |