Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 17, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'TAPIMMUNE INC | ' |
Entity Central Index Key | '0001094038 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 19,603,815 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $613,645 | $48,589 |
Prepaid expenses and deposits | 30,004 | 15,004 |
Deferred financing costs | ' | 13,439 |
Total Current Assets | 643,649 | 77,032 |
Current Liabilities | ' | ' |
Accounts payable and accrued liabilities | 671,016 | 3,778,401 |
Research agreement obligations | 492,365 | 492,365 |
Derivative liability - conversion option | ' | 582,300 |
Derivative liability - warrants | 83,521 | 140,504 |
Convertible notes payable | ' | 3,161,977 |
Loans payable, related party (2013 - $5,200) | ' | 42,200 |
Promissory notes | 52,942 | 277,942 |
Due to related parties | ' | 369,346 |
Total Current Liabilities | 1,299,844 | 8,845,035 |
Stockholders' 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 September 30, 2014 and December 31, 2013 | ' | ' |
Convertible preferred stock, $0.001 par value - 10,000,000 shares authorized: Series B, $0.001 par value, 1,500,000 shares designated, -0- shares issued and outstanding as of September 30, 2014 | ' | ' |
Common stock, $0.001 par value, 500,000,000 shares authorized 19,603,815 shares issued and outstanding (2013 – 1,465,712) | 19,604 | 1,466 |
Additional paid-in capital | 84,484,316 | 46,430,750 |
Shares to be issued | 468,675 | 284,750 |
Accumulated other comprehensive loss | -85,573,221 | -55,426,635 |
Accumulated deficit | -55,569 | -58,334 |
Total Stockholders' Deficit | -656,195 | -8,768,003 |
Total Liabilities and Stockholders' Deficit | $643,649 | $77,032 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2014 |
Series A [Member] | Series A [Member] | Series B [Member] | Series B [Member] | |||
Common stock par value | ' | $0.00 | ' | ' | ' | ' |
Common stock shares authorized | ' | 500,000,000 | ' | ' | ' | ' |
Common stock shares issued | 19,603,815 | 1,465,712 | ' | ' | ' | ' |
Common stock shares outstanding | 19,603,815 | 1,465,712 | ' | ' | ' | ' |
Convertible preferred stock par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
Convertible preferred stock authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Convertible preferred stock shares designated | ' | ' | 1,250,000 | 1,250,000 | 1,500,000 | 1,500,000 |
Convertible preferred stock, issued | ' | ' | 0 | 0 | 0 | 0 |
Convertible preferred stock, outstanding | ' | ' | 0 | 0 | 0 | 0 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
EXPENSES | ' | ' | ' | ' |
Consulting fees | $681,795 | $57,679 | $1,564,710 | $207,814 |
General and administrative | 322,742 | 70,466 | 626,457 | 365,898 |
Management fees | 41,250 | 62,249 | 93,750 | 206,738 |
Professional fees | 305,422 | 69,938 | 614,264 | 455,226 |
Research and development | 32,500 | 30,000 | 77,500 | 218,778 |
Total Expenses | 1,383,709 | 290,332 | 2,976,681 | 1,454,454 |
LOSS BEFORE OTHER ITEMS | -1,383,709 | -290,332 | -2,976,681 | -1,454,454 |
Other Income (Expense) | ' | ' | ' | ' |
Foreign exchange (loss) gain | ' | ' | ' | 5,896 |
Changes in fair value of derivative liabilities | -74,062 | 266,077 | 243,475 | 2,144,566 |
Accretion of interest on convertible debt | ' | -646,765 | -492,296 | -934,261 |
Interest and finance charges | -15,425 | -22,957 | -83,247 | -139,840 |
Loss on debt financing | ' | -104,000 | ' | -200,000 |
Loss on settlement of debt | -94,640 | -168,392 | -26,837,837 | -1,478,792 |
Net Loss for the Period | ' | ' | -30,146,586 | -2,056,885 |
Other comprehensive income (loss) | ' | ' | ' | ' |
Foreign exchange translation adjustment | 2,972 | -1,402 | 2,765 | 1,803 |
TOTAL COMPREHENSIVE INCOME (LOSS) | ($1,564,864) | ($967,771) | ($30,143,821) | ($2,055,082) |
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | ($0.09) | ($0.76) | ($2.27) | ($2) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, | 17,310,708 | 1,266,188 | 13,292,886 | 1,026,354 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | |
Net loss | ($30,146,586) | ($2,056,885) | |
Adjustments to reconcile net loss to net cash from operating activities: | ' | ' | |
Non-cash loss on debt financing | ' | 200,000 | |
Changes in fair value of derivative liabilities | -243,475 | -2,144,566 | |
Loss on settlement of debt | 26,837,837 | 1,478,792 | |
Accretion of interest on convertible debt | 492,296 | 934,261 | |
Stock based compensation | 1,265,625 | 121,685 | |
Changes in operating assets and liabilities: | ' | ' | |
Prepaid expenses and deposits | -15,000 | -103,950 | |
Deferred financing costs | ' | 23,368 | |
Accounts payable and accrued liabilities | 291,359 | 716,371 | |
Research agreement obligations | ' | 76,367 | |
NET CASH USED IN OPERATING ACTIVITIES | -1,517,944 | -754,557 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | |
Issuance of shares, net | 2,097,500 | 231,651 | |
Convertible notes, net | ' | 335,000 | |
Proceeds from loans payable | 500 | ' | |
Repayment of promissory notes | ' | 159,000 | |
Advances from (to) related parties | -15,000 | ' | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,083,000 | 725,651 | |
INCREASE (DECREASE) IN CASH | 565,056 | -28,906 | |
CASH, BEGINNING OF PERIOD | 48,589 | 33,839 | |
CASH, END OF PERIOD | 613,645 | 4,933 | |
Supplemental cash flow information and non-cash investing and financing activities: | ' | ' | |
Conversion of convertible debt, accounts payable, loan, promissory notes, and accrued interest | $8,425,669 | [1] | $1,219,087 |
[1] | (1) The fair value of the debt converted during the nine months ended September 30, 2014 was determined to be $35,263,506. |
Shareholders_Equity
Shareholders Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital | Shares to be Issued | Retained Earnings / Accumulated Deficit | Other Comprehensive Income / Loss | Total |
Beginning Balance Amount at Dec. 31, 2013 | $1,466 | $46,430,750 | $284,750 | ($55,426,635) | ($58,334) | ($8,768,003) |
Beginning Balance Shares at Dec. 31, 2013 | 1,465,712 | ' | ' | ' | ' | 284,750 |
Convertible notes, promissory notes, loan and accrued interest converted into common stock Shares | 14,386,030 | ' | ' | ' | ' | ' |
Convertible notes, promissory notes, loan and accrued interest converted into common stock amount | 14,395 | 32,235,799 | ' | ' | ' | 32,250,194 |
Conversion of accounts payable to common stock Share | 1,279,032 | ' | ' | ' | ' | ' |
Conversion of accounts payable to common stock amount | 1,271 | 2,892,041 | 120,000 | ' | ' | 3,013,312 |
Private placement (net of findersb fee) Shares | 2,157,042 | ' | ' | ' | ' | ' |
Private placement (net of findersb fee) amount | 2,157 | 2,095,343 | ' | ' | ' | 2,097,500 |
Foreign exchange translation adjustment | '- | '- | '- | '- | '2,765 | '2,765 |
Stock- based compensation Shares | 316,000 | ' | ' | ' | ' | ' |
Stock- based compensation amount | 315 | 830,383 | 63,925 | ' | ' | 894,623 |
Net loss | ' | ' | ' | -30,146,586 | ' | -30,146,586 |
Ending Balance Amount at Sep. 30, 2014 | $19,604 | $84,484,316 | $468,675 | ($85,573,221) | ($55,569) | ($656,195) |
Ending Balance Shares at Sep. 30, 2014 | 19,603,816 | ' | ' | ' | ' | 468,675 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2014 | |
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. |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
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 September 30, 2014, condensed consolidated statements of audited 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, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 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, 2013, and notes thereto included in the Company’s annual report on Form 10-K. |
LIQUIDITY_AND_FINANCIAL_CONDIT
LIQUIDITY AND FINANCIAL CONDITION | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
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 September 30, 2014, the Company had cash and cash equivalents of approximately $613,645. 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_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2014 | |
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 XX, 2014. | |
Recently Issued Accounting Pronouncements | |
Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation removes all incremental financial reporting requirements for development stage entities, including the removal of reporting of the cumulative results of operations and cash flows for the period from inception to the end of the current period. The update is effective for the first annual period beginning after December 15, 2014. Early adoption is permitted, and the Company has decided to adopt this change effective with its form 10-Q filing for the period ending September 30, 2014. |
RESEARCH_AGREEMENTS
RESEARCH AGREEMENTS | 9 Months Ended |
Sep. 30, 2014 | |
Research and Development [Abstract] | ' |
RESEARCH AGREEMENTS | ' |
Note 6: Research Agreements | |
Crucell Holland B.V. (“Crucell”) – Research License and Option Agreement | |
Effective August 7, 2003, Crucell and the Company’s subsidiary GPI entered into a five-year research license and option agreement. In addition, retroactively effective August 7, 2008, the Company negotiated an amended license agreement for the use of Crucell’s adenovirus technology. As at September 30, 2014, the Company accrued $492,365 under the amended agreement. | |
The Company has not made use of the Crucell technology in its current work and has not asked for nor received any work product. Management intends to settle the outstanding amounts with Crucell in 2014 and formally terminate the research license. | |
Mayo Clinic –License Option Agreement | |
For details regarding the license option agreement with Mayo Clinic, please refer to Note 11. |
DERIVATIVE_LIABILITY_WARRANTS_
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
DERIVATIVE WARRANT LIABILITY AND FAIR VALUE | ' | ||||||||
Note 7: DERIVATIVE LIABILITY - WARRANTs AND DERIVATIVE LIABILITY – CONVERSION OPTION | |||||||||
Determining fair value of share purchase warrants and conversion options, given the Company’s stage of development and financial position, is highly subjective and identifying appropriate measurement criteria and models is subject to uncertainty. There are several generally accepted pricing models for warrants and options and derivative provisions. The Company has chosen to value the warrants on the notes that contain ratchet down provisions using the Black-Scholes model and conversion option on the notes that contain ratchet down provisions using the Black-Scholes model under the following assumptions: | |||||||||
31-Dec-13 | 30-Sep-14 | ||||||||
Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | ||
Share purchase warrants | 0.85 to 2.78 | 0.13% to 0.78% | 0.00% | 199% | 0.36 to 3.78 | 0.03% to 1.58% | 0.00% | 155.9% -199% | |
31-Dec-13 | 27-Jun-14 | ||||||||
Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | ||
Conversion option | 0.16 to 0.53 | 0.04% to 0.10% | 0.00% | 199% | Nil | 0.04% | 0.00% | 199% | |
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 September 30, 2014 | |||||||||
Fair Value Measurements | |||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Total | |||||
Derivative liability - warrants | $ 83,521 | - | - | $ 83,521 | $ 83,521 | ||||
Total | $ 83,521 | - | - | $ 83,521 | $ 83,521 | ||||
As of December 31, 2013 | |||||||||
Fair Value Measurements | |||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Total | |||||
Derivative liability - warrants | $ 140,504 | - | - | $ 140,504 | $ 140,504 | ||||
Derivative liability – conversion option | 582,300 | - | - | 582,300 | 582,300 | ||||
Total | $ 722,804 | - | - | $ 722,804 | $ 722,804 | ||||
There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2014. | |||||||||
The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2014. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. | |||||||||
Derivative liability – conversion option | Derivative liability – warrants | ||||||||
Balance – December 31, 2013 | $582,300 | $140,504 | |||||||
Loss on settlement of debt | -4,400 | ||||||||
Change in fair value of conversion option liability | (577,900) | - | |||||||
Change in fair value of warrant liability | -56,983 | ||||||||
Balance – September 30, 2014 | $ - | $ 83,521 |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||||||||||
Note 8: CONVERTIBLE NOTES PAYABLE | |||||||||||||||||
The following table summarizes the Company’s outstanding convertible note obligations: | |||||||||||||||||
Stated | Principal Balance Outstanding | ||||||||||||||||
Issue Date | Maturity Date | Interest | Conversion Terms | September 30, | December 31, | ||||||||||||
Rate | 2014 | 2013 | |||||||||||||||
2/24/11 | 2/24/14 | 10 | % | Variable at $25.00 | $ - | $980,858 | |||||||||||
4/4/11 | 4/4/14 | 10 | % | Variable at $25.00 | - | 215,000 | |||||||||||
6/6/11 | 6/6/14 | 10 | % | Variable at $25.00 | - | 30,000 | |||||||||||
8/12/12 | 11/12/12 | 10 | % | Variable at $9.00 | - | 27,500 | |||||||||||
8/20/12 | 8/20/13 | 8 | % | Variable at $9.00 | - | 20,000 | |||||||||||
10/15/12 | 10/15/13 | 8 | % | Variable at $12.00 | - | 340,000 | |||||||||||
11/20/12 | 11/20/13 | 5 | % | Variable at $9.00 | - | 10,748 | |||||||||||
12/18/12 | 12/14/13 | 9 | % | Fixed at $10.00 | - | 50,000 | |||||||||||
1/5/13 | 5/31/14 | None | Fixed at $8.00 | - | 452,729 | ||||||||||||
1/31/13 | 5/31/14 | None | Fixed at $4.00 | - | 24,135 | ||||||||||||
2/27/13 | 2/27/14 | 5 | % | Variable at $9.00 | - | 58,500 | |||||||||||
4/2/13 | 6/2/13 | 8 | % | Fixed at $7.00 | - | 80,967 | |||||||||||
4/18/13 | 12/18/13 | 8 | % | Fixed at $7.00 | - | 31,688 | |||||||||||
5/2/13 | 5/31/14 | 10 | % | Variable at $3.44 | - | 50,000 | |||||||||||
5/5/13 | 7/5/13 | 8 | % | Fixed at $7.00 | - | 45,000 | |||||||||||
5/14/13 | 5/14/14 | 8 | % | Fixed at $6.00 | - | 126,000 | |||||||||||
6/27/13 | 6/27/14 | 5 | % | Variable at $9.00 | - | 37,620 | |||||||||||
6/19/13 | 6/19/14 | 10 | % | Variable at $9.00 | - | 32,000 | |||||||||||
7/12/13 | 7/12/14 | 8 | % | Fixed at $3.00 | - | 96,800 | |||||||||||
10/18/13 | 4/18/14 | None | Variable at $1.00 | - | 94,444 | ||||||||||||
11/1/13 | 5/1/14 | None | Variable at $1.00 | - | 80,000 | ||||||||||||
12/19/13 | 6/19/14 | None | Variable at $1.00 | - | 277,222 | ||||||||||||
12/23/13 | 6/23/14 | 10 | % | Fixed at $7.00 | - | 536,400 | |||||||||||
Total convertible notes | $ | - | $ | 3,697,611 | |||||||||||||
Unamortized note discount | - | -535,634 | |||||||||||||||
Total on Balance sheet | $ | - | $ | 3,161,977 | |||||||||||||
Convertible notes converted to common stock | |||||||||||||||||
During the nine months ended September 30, 2014 an aggregate of approximately $3,698,000 in convertible notes and $554,000 in accrued interest were converted into approximately 14,386,000 shares of common stock. The fair value of the notes was determined to be $32,250,000. |
LOANS_PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
LOANS PAYABLE | ' |
Note 9: Loans payable | |
As at September 30, 2014, there were unsecured loan payable in the amount of $nil (December 31, 2013 - $42,200) which are due on demand. During the period ended September 30, 2014, investors converted $21,500 and a related party converted $2,700 of the loan into common shares of the Company as part of their total debt settlements (Note 10). |
PROMISSORY_NOTES_RELATED_PARTY
PROMISSORY NOTES, RELATED PARTY | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
PROMISSORY NOTES, RELATED PARTY | ' |
Note 10: Promissory notes, related party | |
The Company has outstanding promissory notes in the amount of $52,942, of which $23,000 of promissory notes are from an officer and a director of the Company (Note 9). The promissory notes bear no interest charges and have no fixed repayment terms. | |
During the period ended September 30, 2014, the note holder converted outstanding principal and accrued interest of $221,940 into 1,400,000 common shares. The fair value of the shares was determined to be $3,160,000 and the Company recorded a loss on settlement of debt of $2,938,060. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | ||
Sep. 30, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
RELATED PARTY TRANSACTIONS | ' | ||
Note 11: Related Party Transactions | |||
During the nine months ended September 30, 2014, the Company entered into transactions with certain officers and directors of the Company as follows: | |||
(a) | incurred $82,500 (September 30, 2013 - $288,000) in management fees and $67,500 (September 30, 2013 - $99,000) in research and development services paid or accrued to officers and directors during the period; | ||
(b) | recorded $11,250 (September 30, 2013 - $40,238) in stock based compensation for the fair value of options granted to management that were granted and or vested during the period; | ||
(c) | converted $841,045 (September 30, 2013 - $83,000) of debt due to related parties during the period, which were settled with shares (Note 10). | ||
(d) | converted $nil (September 30, 2013 - $567,729) of payable into convertible notes to officers, consultant and a director of the Company (Note 6). |
CAPITAL_STOCK
CAPITAL STOCK | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Equity [Abstract] | ' | |||
CAPITAL STOCK | ' | |||
Note 12: Capital Stock | ||||
Share Capital | ||||
On January 6, 2014, the Company designated 1,200,000 series A preferred shares (“Series A Convertible Preferred Stock”). Each share of Series A Convertible Preferred Stock that is outstanding at the time that the Company enacts a 100 to 1 reverse stock split, the Series A Convertible Preferred Stock shall automatically convert into five (5) shares of the Company’s common stock on a post-split basis. | ||||
On January 10, 2014, the Company completed a reverse stock split thereby issuing 1 new share for each 100 outstanding shares of the Company’s common stock and amending the Company’s Articles of Incorporation to increase the authorized shares of common stock from 150,000,000 shares of common stock to 500,000,000 shares. | ||||
On February 18, 2014, the Company’s board of directors approved the creation of a class of up to 1,500,000 preferred stock, par value $0.001, called series B convertible preferred stock (“Series B Convertible Preferred Stock”). The terms of the Series B Convertible Preferred Stock are: | ||||
· | rank pari passu to the common stock with respect to rights on liquidation, winding up and dissolution; | |||
· have no dividend rights except as may be declared by the Board in its sole and absolute discretion; | ||||
· | shall have the right to cast one thousand (1,000) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock; and | |||
· | shall automatically convert into shares of common stock upon the occurrence of a reverse stock split of the Corporation’s common stock in which every 100 shares of the Corporation’s common stock outstanding at the time that this certificate of designation was filed with the Secretary of State of Nevada is exchanged for one share of the Corporation’s common stock, with each share of Series B Convertible Preferred Stock converting into seven (7) shares of the Corporation’s common stock (such number to be after the 100:1 reverse stock split). | |||
All prior period share transactions included in the Company’s stock transactions and balances have been retroactively restated for the reverse stock split described above. | ||||
2014 Share Transactions | ||||
Convertible notes | ||||
During the nine months ended September 30, 2014, the Company converted convertible notes and relevant accrued interest into approximately 14,386,000 shares of common stock. The fair value of the common stock recognized was $32,250,000. | ||||
Accounts payable | ||||
During the nine months ended September 30, 2014, the Company converted accounts payable into approximately 1,279,000 shares of common stock. The fair value of the common stock recognized was $2,893,000. | ||||
Consulting services | ||||
During the nine months ended September 30, 2014, the Company issued in aggregate 316,000 shares of common stock in exchange for consulting services for which performance was complete. The fair value of the common stock recognized was approximately $714,000. | ||||
Private placements | ||||
During the period ended September 30, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 1,886,792 units at a purchase price of $1.06 per unit, for a total purchase price of $1,832,500, net of finders’ fee. Each unit consists of one common share and one share purchase warrant exercisable at $1.17 for a period of 5 years. | ||||
During the period ended September 30, 2014, the Company received subscription proceeds of $265,000 for 265,000 units. Each unit consists of one share of common stock and one share purchase warrant exercisable at $2.50 for a period of 3 years. The Company also issued 5,250 shares of common stock as finders’ fee relating to the subscription proceeds. | ||||
Shares to be issued | ||||
The Company has entered into consulting agreements and debt settlements for which it is obligated to issue shares as of the nine months ended September 30, 2014. | ||||
Nature of Transaction | Amount | Obligation to Issue Number of Shares | ||
Consulting agreements | $348,367 | 61,167 | ||
Debt settlement | $120,000 | 120,000 | ||
Share Purchase Warrants | ||||
In August, 2014, the Company issued 265,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $2.50 per share for an exercise period of up to three years from the issuance date. The warrants were issued pursuant to private placements and included within equity. The fair value of these warrants was determined to be $258,000, using the Black-Scholes Option Pricing Model with an expected life of 3 years, a risk free interest rate of 0.93%, a dividend yield of 0%, and an expected volatility of 153.8%. | ||||
In August, 2014, the Company issued 1,986,792 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $1.17 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a private placement and included within equity. The fair value of these warrants was determined to be $2,269,000, using the Black-Scholes Option Pricing Model with an expected life of 5 years, a risk free interest rate of 1.58%, a dividend yield of 0%, and an expected volatility of 150.3%. | ||||
In September, 2014, the Company issued 100,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $1.15 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a service agreement. The fair value of these warrants was determined to be $105,000, using the Black-Scholes Option Pricing Model with an expected life of 5 years, a risk free interest rate of 1.63%, a dividend yield of 0%, and an expected volatility of 150.18%. | ||||
In March, 2014, the Company issued 100,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $4.00 per share for an exercise period of up to four years from the issuance date. The warrants were issued pursuant to a technology option agreement. The fair value of these warrants was determined to be $303,000. The weighted average assumptions used for the Black-Scholes option-pricing model to value these warrants were: expected volatility of 156.6%, risk free rate of 1.4%, expected life of 4 years and expected dividend rate of 0%. The Company used the Black-Scholes option-pricing model as the resultant fair value is not significantly different than the Monte Carlo option pricing model. In August 2014, the Company repriced the 100,000 warrants by reducing the exercise price from $4.00 to $1.06. As a result, the Company recorded incremental fair value of $14,000 during the period ended September 30, 2014. The warrants contain “down round protection” and the Company classifies these warrant instruments as derivative liabilities measured at fair value and remeasures these instruments at fair value each reporting period. | ||||
A summary of the Company’s share purchase warrants as of September 30, 2014 and changes during the period is presented below: | ||||
Number of | Weighted Average | Weighted Average | ||
Warrants | Exercise Price | Remaining Life | ||
Balance, December 31, 2013 | 149,452 | 25.85 | 2.76 | |
Issued | 2,451,792 | 1.31 | 4.64 | |
Exercised | - | - | - | |
Extinguished or expired | -15,167 | 40.00 | - | |
Balance, September 30, 2014 | 2,586,077 | $ 2.50 | 4.52 | |
CONTINGENCIES_AND_COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Sep. 30, 2014 | |
COMMITMENTS AND CONTINGENCIES | ' |
CONTINGENCIES AND COMMITMENTS | ' |
Note 13: ContingencIES AND COMMITMENTs | |
Contingencies: | |
Consultant Litigation | |
In May 2012, the Company issued 112,000 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 is 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 the arbitrator ordered (on July 18, 2014) the consultant to pay Tapimmune $ 196,204 plus 9% interest from the date of the award. | |
Tax Filings | |
The Company has not filed income tax returns for several years in certain operating jurisdictions, and may be subject to possible compliance penalties and interest. Management is currently not able to make a reliably measurable provision for possible liability for penalties and interest, if any, at this time, and the Company may be liable for such amounts upon assessment. Penalties and interest, if assessed in the future, will be recorded in the period such amounts are determinable. | |
Commitments: | |
Consultant Agreements | |
The Company granted 250,000 shares to a consultant post restructuring of the Company’s debt, of which the Company issued 150,000 common shares during the period ended September 30, 2014 (Note 10). The Company determined the fair value of the 150,000 issued shares to be $337,500, which was expensed during the period ended September 30, 2014 | |
In February, 2014, the Company entered into a one year media and investor relations service contract with a consultant. The contract provides for the Company to make a $100,000 payment on signing of the contract (paid) and 200,000 shares of restricted common stock, of which 100,000 were issued immediately and an additional 100,000 restricted common stock within 10 business days upon the Company’s successful listing on NASDAQ or NYSE MKT exchange. The Company determined the fair value of the 100,000 issued shares to be $270,000, which was expensed during the period ended September 30, 2014. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
Note 14: SUBSEQUENT EVENTS | |
The Company has evaluated subsequent events through the date of the condensed consolidated financial statements are issued. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation removes all incremental financial reporting requirements for development stage entities, including the removal of reporting of the cumulative results of operations and cash flows for the period from inception to the end of the current period. The update is effective for the first annual period beginning after December 15, 2014. Early adoption is permitted, and the Company has decided to adopt this change effective with its form 10-Q filing for the period ending September 30, 2014. |
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Debt instrument transactions | ' | ||||||||||||||||
Stated | Principal Balance Outstanding | ||||||||||||||||
Issue Date | Maturity Date | Interest | Conversion Terms | September 30, | December 31, | ||||||||||||
Rate | 2014 | 2013 | |||||||||||||||
2/24/11 | 2/24/14 | 10 | % | Variable at $25.00 | $ - | $980,858 | |||||||||||
4/4/11 | 4/4/14 | 10 | % | Variable at $25.00 | - | 215,000 | |||||||||||
6/6/11 | 6/6/14 | 10 | % | Variable at $25.00 | - | 30,000 | |||||||||||
8/12/12 | 11/12/12 | 10 | % | Variable at $9.00 | - | 27,500 | |||||||||||
8/20/12 | 8/20/13 | 8 | % | Variable at $9.00 | - | 20,000 | |||||||||||
10/15/12 | 10/15/13 | 8 | % | Variable at $12.00 | - | 340,000 | |||||||||||
11/20/12 | 11/20/13 | 5 | % | Variable at $9.00 | - | 10,748 | |||||||||||
12/18/12 | 12/14/13 | 9 | % | Fixed at $10.00 | - | 50,000 | |||||||||||
1/5/13 | 5/31/14 | None | Fixed at $8.00 | - | 452,729 | ||||||||||||
1/31/13 | 5/31/14 | None | Fixed at $4.00 | - | 24,135 | ||||||||||||
2/27/13 | 2/27/14 | 5 | % | Variable at $9.00 | - | 58,500 | |||||||||||
4/2/13 | 6/2/13 | 8 | % | Fixed at $7.00 | - | 80,967 | |||||||||||
4/18/13 | 12/18/13 | 8 | % | Fixed at $7.00 | - | 31,688 | |||||||||||
5/2/13 | 5/31/14 | 10 | % | Variable at $3.44 | - | 50,000 | |||||||||||
5/5/13 | 7/5/13 | 8 | % | Fixed at $7.00 | - | 45,000 | |||||||||||
5/14/13 | 5/14/14 | 8 | % | Fixed at $6.00 | - | 126,000 | |||||||||||
6/27/13 | 6/27/14 | 5 | % | Variable at $9.00 | - | 37,620 | |||||||||||
6/19/13 | 6/19/14 | 10 | % | Variable at $9.00 | - | 32,000 | |||||||||||
7/12/13 | 7/12/14 | 8 | % | Fixed at $3.00 | - | 96,800 | |||||||||||
10/18/13 | 4/18/14 | None | Variable at $1.00 | - | 94,444 | ||||||||||||
11/1/13 | 5/1/14 | None | Variable at $1.00 | - | 80,000 | ||||||||||||
12/19/13 | 6/19/14 | None | Variable at $1.00 | - | 277,222 | ||||||||||||
12/23/13 | 6/23/14 | 10 | % | Fixed at $7.00 | - | 536,400 | |||||||||||
Total convertible notes | $ | - | $ | 3,697,611 | |||||||||||||
Unamortized note discount | - | -535,634 | |||||||||||||||
Total on Balance sheet | $ | - | $ | 3,161,977 |
CAPITAL_STOCK_Tables
CAPITAL STOCK (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Equity [Abstract] | ' | |||
Share Purchase Warrants | ' | |||
Number of | Weighted Average | Weighted Average | ||
Warrants | Exercise Price | Remaining Life | ||
Balance, December 31, 2013 | 149,452 | 25.85 | 2.76 | |
Issued | 2,451,792 | 1.31 | 4.64 | |
Exercised | - | - | - | |
Extinguished or expired | -15,167 | 40.00 | - | |
Balance, September 30, 2014 | 2,586,077 | $ 2.50 | 4.52 | |
Debt settlements | ' | |||
The Company has entered into consulting agreements and debt settlements for which it is obligated to issue shares as of the nine months ended September 30, 2014. | ||||
Nature of Transaction | Amount | Obligation to Issue Number of Shares | ||
Consulting agreements | $348,367 | 61,167 | ||
Debt settlement | $120,000 | 120,000 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities | ' | |||||||
Accounts Payable and Accrued Liabilities | ||||||||
30-Sep-14 | December 31, 2013 | |||||||
$ | $ | |||||||
Trade accounts payable | 589,851 | 1,450,083 | ||||||
Debt settlement accruals | - | 1,348,663 | ||||||
Accrued liabilities | 68,994 | 201,334 | ||||||
Employee payroll and severance | 8,083 | 220,290 | ||||||
Accrued interest | 4,088 | 558,032 | ||||||
671,016 | 3,778,401 | |||||||
DERIVATIVE_LIABILITY_WARRANTS_1
DERIVATIVE LIABILITY WARRANTS AND DERIVATIVE LIABILITY CONVERSION OPTION (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Warrants and conversion option | ' | ||||||||
31-Dec-13 | 30-Sep-14 | ||||||||
Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | ||
Share purchase warrants | 0.85 to 2.78 | 0.13% to 0.78% | 0.00% | 199% | 0.36 to 3.78 | 0.03% to 1.58% | 0.00% | 155.9% -199% | |
31-Dec-13 | 27-Jun-14 | ||||||||
Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | Expected Life (Years) | Risk free Rate | Dividend yield | Volatility | ||
Conversion option | 0.16 to 0.53 | 0.04% to 0.10% | 0.00% | 199% | Nil | 0.04% | 0.00% | 199% | |
Derivative liability - warrants and Derivative liability - conversion option | ' | ||||||||
As of September 30, 2014 | |||||||||
Fair Value Measurements | |||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Total | |||||
Derivative liability - warrants | $ 83,521 | - | - | $ 83,521 | $ 83,521 | ||||
Total | $ 83,521 | - | - | $ 83,521 | $ 83,521 | ||||
As of December 31, 2013 | |||||||||
Fair Value Measurements | |||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Total | |||||
Derivative liability - warrants | $ 140,504 | - | - | $ 140,504 | $ 140,504 | ||||
Derivative liability – conversion option | 582,300 | - | - | 582,300 | 582,300 | ||||
Total | $ 722,804 | - | - | $ 722,804 | $ 722,804 | ||||
Financial assets and liabilities | ' | ||||||||
Derivative liability – conversion option | Derivative liability – warrants | ||||||||
Balance – December 31, 2013 | $582,300 | $140,504 | |||||||
Loss on settlement of debt | -4,400 | ||||||||
Change in fair value of conversion option liability | (577,900) | - | |||||||
Change in fair value of warrant liability | -56,983 | ||||||||
Balance – September 30, 2014 | $ - | $ 83,521 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Trade accounts payable | $589,851 | $1,450,083 |
Debt settlement accruals | ' | 1,348,663 |
Accrued liabilities | 68,994 | 201,334 |
Employee payroll and severance | 8,083 | 220,290 |
Accrued interest | 4,088 | 558,032 |
Total accounts Payable and Accrued Liabilities | $671,016 | $3,778,401 |
RESEARCH_AGREEMENTS_Details_Na
RESEARCH AGREEMENTS (Details Narrative) (USD $) | Sep. 30, 2014 |
Research and Development [Abstract] | ' |
Accrued liablities | $492,365 |
DERIVATIVE_LIABILITY_WARRANTS_2
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION (Details) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
SharePurchaseWarrants[Member] | SharePurchaseWarrants[Member] | SharePurchaseWarrants[Member] | SharePurchaseWarrants[Member] | SharePurchaseWarrants[Member] | SharePurchaseWarrants[Member] | ConversionOption[Member] | ConversionOption[Member] | ConversionOption[Member] | ConversionOption[Member] | |
Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | |||||
Expected Life (Years) | ' | ' | '3 years 9 months 11 days | '2 years 9 months 11 days | '4 months 10 days | '10 months 6 days | ' | ' | '6 months 11 days | '1 month 28 days |
Risk free Rate | ' | ' | 1.58% | 0.78% | 0.03% | 0.13% | 0.04% | ' | 0.10% | 0.04% |
Dividend yield | 0.00% | 0.00% | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' |
Volatility | ' | 199.00% | 199.00% | ' | 155.90% | ' | 199.00% | 199.00% | ' | ' |
DERIVATIVE_LIABILITY_WARRANTS_3
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Derivative liability - warrants | $83,521 | $140,504 |
Derivative liability - conversion option | ' | 582,300 |
Total | 83,521 | 722,804 |
Fair Value [Member] | ' | ' |
Derivative liability - warrants | 83,521 | ' |
Total | 83,521 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Derivative liability - warrants | ' | 140,504 |
Derivative liability - conversion option | ' | 582,300 |
Total | ' | 722,804 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Derivative liability - warrants | ' | ' |
Total | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Derivative liability - warrants | 83,521 | ' |
Total | 83,521 | ' |
Fair Value1 [Member] | ' | ' |
Derivative liability - warrants | ' | 140,504 |
Derivative liability - conversion option | ' | 582,300 |
Total | ' | $722,804 |
DERIVATIVE_LIABILITY_WARRANTS_4
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
ConversionOption[Member] | ' |
Balance b December 31, 2013 | $582,300 |
Loss on settlement of debt | -4,400 |
Change in fair value of conversion option liability | -577,900 |
Balance b September 30, 2014 | ' |
Warrants 1 [Member] | ' |
Balance b December 31, 2013 | 140,504 |
Change in fair value of conversion option liability | ' |
Change in fair value of warrant liability | -56,983 |
Balance b September 30, 2014 | $83,521 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2014 | |
Convertible note [Member] | Convertible note [Member] | Convertible Notes Payable1 [Member] | Convertible Notes Payable1 [Member] | Convertible Notes Payable 2 [Member] | Convertible Notes Payable 2 [Member] | Convertible Notes Payable 3 [Member] | Convertible Notes Payable 3 [Member] | Convertible Notes Payable 4 [Member] | Convertible Notes Payable 4 [Member] | Convertible Notes Payable 5 [Member] | Convertible Notes Payable 5 [Member] | Convertible Notes Payable 6 [Member] | Convertible Notes Payable 6 [Member] | Convertible Notes Payable 7 [Member] | Convertible Notes Payable 7 [Member] | Convertible Notes Payable 8 [Member] | Convertible Notes Payable 8 [Member] | Convertible Notes Payable 9 [Member] | Convertible Notes Payable 9 [Member] | Convertible Notes Payable 10 [Member] | Convertible Notes Payable 10 [Member] | Convertible Notes Payable 1 1[Member] | Convertible Notes Payable 1 1[Member] | Convertible Notes Payable 12 [Member] | Convertible Notes Payable 12 [Member] | Convertible Notes Payable 13 [Member] | Convertible Notes Payable 13 [Member] | Convertible Notes Payable 14 [Member] | Convertible Notes Payable 14 [Member] | Convertible Notes Payable 15 [Member] | Convertible Notes Payable 15 [Member] | Convertible Notes Payable 16 [Member] | Convertible Notes Payable 16 [Member] | Convertible Notes Payable 17 [Member] | Convertible Notes Payable 17 [Member] | Convertible Notes Payable 18 [Member] | Convertible Notes Payable 18 [Member] | Convertible Notes Payable 19 [Member] | Convertible Notes Payable 19 [Member] | Convertible Notes Payable 20 [Member] | Convertible Notes Payable 20 [Member] | Convertible Notes Payable 21 [Member] | Convertible Notes Payable 21 [Member] | Convertible Notes Payable 22 [Member] | Convertible Notes Payable 22 [Member] | ||
Issue Date | ' | '--02-24 | ' | '--04-04 | ' | '--06-06 | ' | '--11-12 | ' | '--08-20 | ' | '--10-15 | ' | '--11-20 | ' | '--12-18 | ' | '--01-05 | ' | '--01-31 | ' | '--02-27 | ' | '--04-02 | ' | '--04-18 | ' | '--05-02 | ' | '--05-05 | ' | '--05-14 | ' | '--06-27 | ' | '--06-19 | ' | '--07-12 | ' | '--10-18 | ' | '--11-01 | ' | '--12-19 | ' | '--12-23 | ' |
Maturity Date | ' | '--02-24 | ' | '--04-04 | ' | '--06-06 | ' | '--08-12 | ' | '--08-20 | ' | '--10-15 | ' | '--11-20 | ' | '--12-18 | ' | '--05-31 | ' | '--05-31 | ' | '--02-27 | ' | '--06-02 | ' | '--12-18 | ' | '--05-31 | ' | '--05-05 | ' | '--05-14 | ' | '--06-27 | ' | '--06-19 | ' | '--07-12 | ' | '--04-18 | ' | '--05-01 | ' | '--06-19 | ' | '--06-23 | ' |
Interest Rate | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 8.00% | ' | 8.00% | ' | 5.00% | ' | 9.00% | ' | ' | ' | ' | ' | 5.00% | ' | 8.00% | ' | 8.00% | ' | 10.00% | ' | 8.00% | ' | 8.00% | ' | 8.00% | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Conversion Terms | ' | ' Variable at $25.00 | ' | ' Variable at $25.00 | ' | ' Variable at $25.00 | ' | ' Variable at $9.00 | ' | 'Variable at $9.00 | ' | 'Variable at $12.00 | ' | 'Variable at $9.00 | ' | ' Fixed at $10.00 | ' | 'Fixed at $8.00 | ' | 'Fixed at $4.00 | ' | 'Variable at $9.00 | ' | 'Fixed at $7.00 | ' | 'Fixed at $7.00 | ' | 'Variable at $3.44 | ' | 'Fixed at $7.00 | ' | 'Fixed at $6.00 | ' | 'Variable at $9.00 | ' | 'Variable at $9.00 | ' | 'Fixed at $3.00 | ' | 'Variable at $1.00 | ' | 'Variable at $1.00 | ' | 'Variable at $1.00 | ' | ' Fixed at $7.00 | ' |
Principal Balance September | $3,697,611 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal Balance December | ' | ' | 980,858 | ' | 215,000 | ' | 30,000 | ' | 27,500 | ' | 20,000 | ' | 340,000 | ' | 10,748 | ' | 50,000 | ' | 452,729 | ' | 24,135 | ' | 58,500 | ' | 80,967 | ' | 31,688 | ' | 50,000 | ' | 45,000 | ' | 126,000 | ' | 37,620 | ' | 32,000 | ' | 96,800 | ' | 94,444 | ' | 80,000 | ' | 277,222 | ' | 536,400 |
Total convertible notes | -535,634 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized note discount | $3,161,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $) | 9 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Secured Convertible Notes [Member] | Secured Convertible Notes1 [Member] | Secured Convertible Notes2 [Member] | Convertible Notes II [Member] | Convertible Note1 [Member] | Convertible Note2 [Member] | Convertible Notes I [Member] | Convertible Note19 [Member] | Convertible Note5 [Member] | Convertible Note5 [Member] | Convertible Note18 [Member] | Convertible Note17 [Member] | Convertible Note12 [Member] | Convertible Note12 [Member] | Convertible Note15 [Member] | Convertible Note14 [Member] | Convertible Note16 [Member] | Convertible Note16 [Member] | Convertible Note13 [Member] | Convertible Note7 [Member] | Convertible Note8 [Member] | Convertible Note9 [Member] | Convertible Note10 [Member] | Convertible Note11 [Member] | Convertible Note6 [Member] | Convertible Note3 [Member] | Convertible note [Member] | Convertible Note4 [Member] | ||
Principal amount | ' | $980,858 | $215,000 | $30,000 | ' | $27,500 | $20,000 | ' | ' | $10,748 | $30,212 | ' | ' | $31,688 | $31,733 | $20,670 | ' | $32,000 | $83,000 | ' | ' | ' | ' | ' | ' | $189,210 | $81,360 | $111,430 | ' |
Common shares | ' | 1,593,850 | 349,375 | 48,750 | 1,093,900 | 37,500 | 30,000 | 1,750,000 | 560,000 | 20,472 | 36,000 | 385,000 | 156,250 | 46,443 | ' | 22,830 | 157,500 | 40,000 | 108,188 | 350,000 | 68,750 | 543,636 | 40,551 | 38,170 | 210,233 | 31,763 | 29,444 | 20,500 | 53,690 |
Remaining balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,990 | ' | ' |
Settlement and recognized repaid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' |
Gain on settlement of debt | 2,938,060 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,990 | ' | ' |
Debt discount | ' | ' | ' | ' | $492,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LOANS_PAYABLE_Details_Narrativ
LOANS PAYABLE (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' | ' |
Unsecured loan advances amount | ' | $42,200 |
Investors converted | 21,500 | ' |
Related party converted | $2,700 | ' |
PROMISSORY_NOTES_RELATED_PARTY1
PROMISSORY NOTES, RELATED PARTY (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Accrued interest | $221,940 |
Post reverse stock split common shares | 1,400,000 |
Fair value of shares | 3,160,000 |
Loss on settlement of debt | $2,938,060 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Cost incurred | $82,500 |
Amounts of owing directors and officers fees | 288,000 |
Management fees | 67,500 |
Research and development services | 99,000 |
Stock based compensation | 40,238 |
Cost recorded | 11,250 |
Note converted | 841,045 |
Debt due to related parties | 83,000 |
Payable into convertible notes | $567,729 |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details ) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Consulting agreements Amount | $348,367 |
Consulting agreements Obligation to Issue Number of Shares | 61,167 |
Debt settlement Amount | $120,000 |
Debt settlement Obligation to Issue Number of Shares | 120,000 |
CAPITAL_STOCK_Details_1
CAPITAL STOCK (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Balance, December 31, 2013 | 149,452 |
Issued | 2,451,792 |
Exercised | ' |
Extinguished or expired | -15,167 |
Balance, September 30, 2014 | 2,586,077 |
Balance, December 31, 2013 | $25.85 |
Issued | $1.31 |
Exercised | ' |
Extinguished or expired | $40 |
Balance, September 30, 2014 | $2.50 |
Balance, December 31, 2013 | '2 years 9 months 4 days |
Issued | '4 years 7 months 21 days |
Balance, September 30, 2014 | '4 years 6 months 7 days |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Received subscription proceeds1 | ' | ' | $165,000 | ' |
Received subscription proceeds | ' | ' | 418,000 | ' |
Shares of common stock | ' | ' | 11,088,081 | ' |
Fair value | ' | ' | 24,952,358 | ' |
Accrued interest | ' | ' | 4,960,982 | ' |
Related parties converted | ' | ' | 721,045 | ' |
Accounts payable and loan shares | ' | ' | 766,444 | ' |
Fair value of approximately | ' | ' | 910,000 | ' |
Stock based consulting and management fees | 41,250 | 62,249 | 93,750 | 206,738 |
Series B Convertible Preferred Stock | ' | ' | ' | ' |
Preferred stock | ' | ' | 418,000 | ' |
Common Stock6 [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 46,443 | ' |
Common Stock [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 58,787 | ' |
Common Stock1 [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 150,000 | ' |
Common Stock2 [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 145,000 | ' |
Common Stock3 [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 12,500 | ' |
Common Stock4 [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 845,075 | ' |
Common Stock5 [Member] | ' | ' | ' | ' |
Shares of common stock | ' | ' | 81,472 | ' |
Fair Value6 [Member] | ' | ' | ' | ' |
Fair value | ' | ' | 204,349 | ' |
Fair Value [Member] | ' | ' | ' | ' |
Fair value | ' | ' | 151,821 | ' |
Fair Value1 [Member] | ' | ' | ' | ' |
Fair value | ' | ' | 337,500 | ' |
Fair Value2 [Member] | ' | ' | ' | ' |
Fair value | ' | ' | 761,250 | ' |
Fair Value3 [Member] | ' | ' | ' | ' |
Fair value | ' | ' | 58,750 | ' |
Fair Value4 [Member] | ' | ' | ' | ' |
Fair value | ' | ' | 2,981,231 | ' |
Fair Value5 [Member] | ' | ' | ' | ' |
Fair value | ' | ' | $211,658 | ' |
CONTINGENCIES_AND_COMMITMENTS_
CONTINGENCIES AND COMMITMENTS (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Grant shares | 250,000 |
Issued common shares | 150,000 |
Consultant Agreements [Member] | ' |
Shares issued at fair value | 150,000 |
Expensed during the period | 337,500 |
Consultant Agreements 1 [Member] | ' |
Shares issued at fair value | 100,000 |
Expensed during the period | 270,000 |
LIQUIDITY_AND_FINANCIAL_CONDIT1
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) (USD $) | Sep. 30, 2014 |
Notes to Financial Statements | ' |
Cash and cash equivalents | $613,645 |