Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | TAPIMMUNE INC | |
Entity Central Index Key | 1094038 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 | 32,638,811 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Balance_Sheets
Balance Sheets (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 | 2,052,975 | 9,415 |
Promissory notes | 52,942 | 52,942 |
Total Current Liabilities | 3,301,605 | 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 | 85,493,220 | 85,265,776 |
Deficit accumulated during the development stage | -87,291,455 | -86,309,731 |
Total Stockholders’ Deficit | -1,765,596 | -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_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock par value | $0.00 | $0.00 |
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 |
Convertible preferred stock | 10,000,000 | 10,000,000 |
Preferred stock par value | $0.00 | |
Series A | ||
Preferred stock par value | $0.00 | $0.00 |
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 | $0.00 | $0.00 |
Preferred stock shares designated | 1,500,000 | 1,500,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Statements_of_Operations
Statements of Operations (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 | 46,440 | -338,297 |
Accretion of discount on convertible notes | -483,636 | |
Interest and financing charges | -35,269 | |
Loss on extinguishment of debt | -27,663,430 | |
Net Loss for the Period | -981,724 | -29,707,230 |
Other comprehensive income | ||
Foreign exchange translation adjustment | -1,249 | |
TOTAl COMPREHENSIVE LOSS | ($981,724) | ($29,708,479) |
BASIC AND DILUTED NET LOSS PER SHARE | ($0.04) | ($3.89) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 27,611,255 | 7,631,669 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated other Comprehensive Income / Loss | Total |
Balance Amount at Dec. 31, 2014 | $20,319 | $85,265,776 | ($86,309,731) | ($1,023,636) | |
Balance, Shares at Dec. 31, 2014 | 20,318,816 | ||||
Private placement (net of finders’ fee of $140,000), Shares | 12,319,995 | ||||
Private placement (net of finders’ fee of $140,000), Amount | 12,320 | 2,313,694 | 2,326,014 | ||
Fair value of warrants recognized as derivative liabilities | -2,090,000 | -2,090,000 | |||
Stock- based compensation | 3,750 | 3,750 | |||
Net loss | -981,724 | -981,724 | |||
Balance Amount at Mar. 31, 2015 | $32,639 | $85,493,220 | ($87,291,455) | ($1,765,596) | |
Balance, Shares at Mar. 31, 2015 | 32,638,811 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |
Finders fee | $140,000 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($981,724) | ($29,707,230) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Changes in fair value of derivative liabilities | -46,440 | 338,297 |
Loss on extinguishment of debt | 27,663,430 | |
Non-cash interest and finance charges | 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 | |
Convertible note issuance | 418,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,326,014 | 418,000 |
INCREASE (DECREASE) IN CASH | 1,311,561 | 45,046 |
CASH, BEGINNING OF YEAR | 141,944 | 48,589 |
CASH, END OF YEAR | 1,453,505 | 93,635 |
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES | ||
Accounts payable settled in common stock | 513,000 | |
Accrued interest | 476,000 | |
Convertible notes payable | 3,293,000 | |
Loans payable, related party | 42,000 | |
Promissory notes, related party | 210,000 | |
Due to related parties | 369,000 | |
Fair value derivative liability – conversion option at conversion | $708,000 |
Statements_of_Cash_Flows_Paren
Statements of Cash Flows (Parenthetical) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
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. |
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_CONDIT
LIQUIDITY AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2015 | |
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 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_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF 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_SECURITIE
POTENTIALLY DILUTIVE SECURITIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
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 | 52,229,000 | 193,000 | |||||||
Common stock warrants - liability treatment | 12,514,000 | 57,000 | |||||||
Convertible notes | - | 15,000 | |||||||
Potentially dilutive securities | 64,808,000 | 330,000 | |||||||
DERIVATIVE_LIABILITY_WARRANTS_
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION | Note 6: DERIVATIVE LIABILITY - WARRANTs AND DERIVATIVE LIABILITY – CONVERSION OPTION | ||||||||
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 Ending March 31, 2015 | For the Quarter Ending March 31, 2014 | |||||||
Dividend yield (per share) | 0 | % | 0 | % | |||||
Strike price | $ | 1.52 | $ | 5.84 | |||||
Volatility (annual) | 155 | % | 159 | % | |||||
Risk-free rate | 1.37 | % | 0.65 | % | |||||
Contractual term (years) | 4.85 | 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 | $ 2,053,000 | - | - | $ 2,053,000 | $ 2,053,000 | ||||
Total | $ 2,053,000 | - | - | $ 2,053,000 | $ 2,053,000 | ||||
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 | 2,090,000 | ||||||||
Change in fair value of warrant liability | -46,000 | ||||||||
Balance – March 31, 2015 | $ 2,053,000 | ||||||||
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. | |||||||||
ring 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 Ending March 31, 2015 | For the Quarter Ending March 31, 2014 | |||||||
Dividend yield (per share) | - | % | 0 | % | |||||
Strike price | $ | - | $ | 1.03 | |||||
Volatility (annual) | - | % | 199 | % | |||||
Risk-free rate | - | % | 0.05 | % | |||||
Contractual term (years) | - | 0.24 | |||||||
Fair value of Conversion Option at extinguishment | $ | - | $ | 708,000 | |||||
PROMISSORY_NOTE
PROMISSORY NOTE | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
PROMISSORY NOTE | 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
CAPITAL STOCK | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Notes to Financial Statements | ||||
CAPITAL STOCK | Note 8: Capital Stock | |||
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. | ||||
The Series A warrants were issued with price reset features. The fair value of these warrants was determined to be $1,346,000 and recognized as a derivative liability. | ||||
The fair value of Series B, C, D & E warrants was determined to be $4,635,000 and was included within equity. | ||||
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. | ||||
The Series A warrants were issued with price reset features. The fair value of these warrants was determined to be $744,000 and recognized as a derivative liability. | ||||
The fair value of Series B, C, D & E warrants was determined to be $2,588,000 and was included within equity. | ||||
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 | Weighted Average | Weighted Average | ||
Warrants | Exercise Price | 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 | - | |
Balance, March 31, 2015 | 64,742,892 | $ 1.01 | 3.95 |
CONTINGENCIES_AND_COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
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 not 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 not has been filed in the Supreme Court of New York. The claim was not 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_POLICIE1
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. |
POTENTIALLY_DILUTIVE_SECURITIE1
POTENTIALLY DILUTIVE SECURITIES (Table) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
POTENTIALLY DILUTIVE SECURITIES | March 31, | ||||||||
2015 | 2014 | ||||||||
Common stock options | 65,000 | 65,000 | |||||||
Common stock warrants - equity treatment | 52,229,000 | 193,000 | |||||||
Common stock warrants - liability treatment | 12,514,000 | 57,000 | |||||||
Convertible notes | - | 15,000 | |||||||
Potentially dilutive securities | 64,808,000 | 330,000 |
DERIVATIVE_WARRANT_LIABILITY_A
DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
valuation methodology | Share Purchase Warrants | Weighted Average Inputs for the Period | |||||||
Date of valuation | For the Quarter Ending March 31, 2015 | For the Quarter Ending March 31, 2014 | |||||||
Dividend yield (per share) | 0 | % | 0 | % | |||||
Strike price | $ | 1.52 | $ | 5.84 | |||||
Volatility (annual) | 155 | % | 159 | % | |||||
Risk-free rate | 1.37 | % | 0.65 | % | |||||
Contractual term (years) | 4.85 | 3.83 | |||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||
As of March 31, 2015 | |||||||||
Fair Value Measurements | |||||||||
Fair Value | Level 1 | Level 2 | Level 3 | Total | |||||
Derivative liability - warrants | $ 2,053,000 | - | - | $ 2,053,000 | $ 2,053,000 | ||||
Total | $ 2,053,000 | - | - | $ 2,053,000 | $ 2,053,000 | ||||
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 | Derivative liability – warrants | ||||||||
Balance – December 31, 2014 | $ 9,000 | ||||||||
Additions during the quarter | 2,090,000 | ||||||||
Change in fair value of warrant liability | -46,000 | ||||||||
Balance – March 31, 2015 | $ 2,053,000 | ||||||||
Numerous extinguishment agreements | Conversion Option | Weighted Average Inputs for the Period | |||||||
Date of valuation | For the Quarter Ending March 31, 2015 | For the Quarter Ending March 31, 2014 | |||||||
Dividend yield (per share) | - | % | 0 | % | |||||
Strike price | $ | - | $ | 1.03 | |||||
Volatility (annual) | - | % | 199 | % | |||||
Risk-free rate | - | % | 0.05 | % | |||||
Contractual term (years) | - | 0.24 | |||||||
Fair value of Conversion Option at extinguishment | $ | - | $ | 708,000 |
CAPITAL_STOCK_Tables
CAPITAL STOCK (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Notes to Financial Statements | ||||
Share purchase warrants | Number of | Weighted Average | Weighted Average | |
Warrants | Exercise Price | 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 | - | |
Balance, March 31, 2015 | 64,742,892 | $ 1.01 | 3.95 |
LIQUIDITY_AND_FINANCIAL_CONDIT1
LIQUIDITY AND FINANCIAL CONDITION (Details Narrtive) (USD $) | Mar. 31, 2015 |
Liquidity And Financial Condition Details Narrtive | |
Cash and cash equivalents | $1,454,000 |
POTENTIALLY_DILUTIVE_SECURITIE2
POTENTIALLY DILUTIVE SECURITIES (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Potentially Dilutive Securities Details | ||
Common stock options | 65,000 | 65,000 |
Common stock warrants - equity treatment | 52,229,000 | 193,000 |
Common stock warrants - liability treatment | 12,514,000 | 57,000 |
Convertible notes | 15,000 | |
Potentially dilutive securities | 64,808,000 | 330,000 |
PROMISSORY_NOTES_RELATED_PARTY
PROMISSORY NOTES, RELATED PARTY (Details Narrative) (USD $) | Dec. 31, 2014 |
Outstanding promissory notes in the amount | $52,942 |
Officer Director [Member] | |
Outstanding promissory notes in the amount | $23,000 |
DERIVATIVE_LIABILITY_WARRANTS_1
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details ) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Strike price | $1.03 | |
Share Purchase Warrants[Member] | ||
Contractual Life (Years) | 4 years 10 months 6 days | 3 years 9 months 29 days |
Risk free Rate | 1.37% | 0.65% |
Dividend yield | 0.00% | 0.00% |
Volatility | 155.00% | 159.00% |
Strike price | $1.52 | $5.84 |
DERIVATIVE_LIABILITY_WARRANTS_2
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Derivative liability - warrants | $9,000 | $2,053,000 |
Total | 9,000 | 2,053,000 |
Fair Value [Member] | ||
Derivative liability - warrants | 2,053,000 | |
Total | 2,053,000 | |
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 | 9,000 | 2,053,000 |
Total | 9,000 | 2,053,000 |
Carrying Value [Member] | ||
Derivative liability - warrants | 9,000 | |
Total | $9,000 |
DERIVATIVE_LIABILITY_WARRANTS_3
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Balance - December 31, 2013 | $9,000 |
Additions during the quarter | 2,090,000 |
Change in fair value of warrant liability | -46,000 |
Balance - December 31, 2014 | $2,053,000 |
DERIVATIVE_LIABILITY_WARRANTS_4
DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY b CONVERSION OPTION (Details 3) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Notes to Financial Statements | ||
Dividend yield (per share) | 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 | $708,000 |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | |
Number of Warrants | ||
Balance, December 31, 2014 | 2,659,417 | |
Issued | 62,090,975 | |
Exercised | ||
Extinguished or expired | -7,500 | |
Balance, March 31, 2015 | 64,742,892 | |
Balance, December 31, 2014 | $1.83 | |
Issued | $1.03 | |
Exercised | ||
Extinguished or expired | $50 | |
Balance, March 31, 2015 | $1.01 | |
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 (Details Narrative) (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% | |
Unpaid legal fees | 210,255 | |
Award amount | 196,204 | |
Judgment award amount | $51,000 |