Document_And_Entity_Informatio
Document And Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document Information [Line Items] | ' |
Entity Registrant Name | 'CAPRICOR THERAPEUTICS, INC. |
Entity Central Index Key | '0001133869 |
Entity Filer Category | 'Smaller Reporting Company |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 31-Dec-13 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $1,729,537 | $170,106 |
Marketable securities | 326,494 | 4,192,726 |
Restricted Cash | 1,401,859 | 0 |
Grants receivable | 0 | 767,163 |
Interest receivable | 187 | 25,215 |
Prepaid expenses and other current assets | 222,763 | 38,042 |
TOTAL CURRENT ASSETS | 3,680,840 | 5,193,252 |
PROPERTY AND EQUIPMENT, at cost | ' | ' |
Furniture and equipment | 38,850 | 29,623 |
Laboratory equipment | 115,766 | 68,878 |
Property, Plant and Equipment, Gross | 154,616 | 98,501 |
Less accumulated depreciation | -80,429 | -64,558 |
NET PROPERTY AND EQUIPMENT | 74,187 | 33,943 |
OTHER ASSETS | ' | ' |
Patents, net of accumulated amortization of $32,475 and $28,145 respectively | 227,207 | 178,307 |
Loan fees, net of accumulated amortization of $6,722 and $0, respectively | 29,945 | 0 |
In-process research and development, net of accumulated amortization of $0 | 1,500,000 | 0 |
Deposits | 25,728 | 18,088 |
TOTAL ASSETS | 5,537,907 | 5,423,590 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 1,506,509 | 264,707 |
Accounts payable and accrued expenses, related party | 382,142 | 164,484 |
Sub-award payable, related party | 41,855 | 75,072 |
Accrued royalties | 122,416 | 24,904 |
TOTAL CURRENT LIABILITIES | 2,052,922 | 529,167 |
LONG-TERM LIABILITIES | ' | ' |
Loan payable | 3,961,733 | 0 |
Accrued interest | 58,134 | 0 |
TOTAL LONG-TERM LIABILITIES | 4,019,867 | 0 |
TOTAL LIABILITIES | 6,072,789 | 529,167 |
SHAREHOLDERS' EQUITY | ' | ' |
Common stock, $0.001 par, 50,000,000 and 100,000,000 shares authorized, respectively, 11,687,747 and 10,351,294 shares issued and outstanding, respectively | 11,687 | 10,351 |
Additional paid-in capital | 15,552,946 | 12,114,689 |
Subscription receivable | 0 | -2,211 |
Accumulated other comprehensive loss | -980 | -21,795 |
Deficit accumulated during the development stage | -16,098,535 | -7,206,611 |
TOTAL SHAREHOLDERS' EQUITY | -534,882 | 4,894,423 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $5,537,907 | $5,423,590 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 100,000,000 |
Common stock, shares issued | 11,687,747 | 10,351,294 |
Common stock, shares outstanding | 11,687,747 | 10,351,294 |
Patents, net of accumulated amortization (in dollars) | $32,475 | $28,145 |
Loan fees, net of accumulated amortization (in dollars) | $6,722 | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | 102 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
GRANT INCOME | $503,233 | $1,898,764 | $4,180,970 |
OPERATING EXPENSES | ' | ' | ' |
Research and development | 5,197,178 | 2,634,222 | 11,499,595 |
General and administrative | 2,208,955 | 1,364,582 | 6,953,667 |
TOTAL OPERATING EXPENSES | 7,406,133 | 3,998,804 | 18,453,262 |
LOSS FROM OPERATIONS | -6,902,900 | -2,100,040 | -14,272,292 |
OTHER INCOME (EXPENSES) | ' | ' | ' |
Investment income (loss) | -11,890 | 28,785 | 150,891 |
Interest expense | -58,134 | 0 | -58,134 |
Impairment of goodwill | -1,919,000 | 0 | -1,919,000 |
TOTAL OTHER INCOME (EXPENSES) | -1,989,024 | 28,785 | -1,826,243 |
NET LOSS | -8,891,924 | -2,071,255 | -16,098,535 |
OTHER COMPREHENSIVE GAIN (LOSS) | ' | ' | ' |
Net unrealized gain (loss) on marketable securities | 20,815 | -21,795 | -980 |
COMPREHENSIVE LOSS | ($8,871,109) | ($2,093,050) | ($16,099,515) |
Net loss per share, basic and diluted | ($0.85) | ($0.21) | ' |
Weighted average number of shares, basic and diluted (in shares) | 10,501,416 | 9,945,251 | ' |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Subcription receivable [Member] | Other Comprehensive Loss [Member] | Accumulated Deficit during Development Stage [Member] |
Balance at Jul. 04, 2005 | $0 | $0 | $0 | $0 | $0 | $0 |
Balance (in shares) at Jul. 04, 2005 | ' | 0 | ' | ' | ' | ' |
Issuance of stock | 0 | 3,735 | -1,935 | -1,800 | 0 | 0 |
Issuance of stock (in shares) | ' | 3,734,740 | ' | ' | ' | ' |
Interest on subscription receivable | -36 | 0 | 0 | -36 | 0 | 0 |
Net loss | 36 | 0 | 0 | 0 | 0 | 36 |
Balance at Dec. 31, 2005 | 0 | 3,735 | -1,935 | -1,836 | 0 | 36 |
Balance (in shares) at Dec. 31, 2005 | ' | 3,734,740 | ' | ' | ' | ' |
Issuance of stock | 3,008,000 | 1,950 | 3,006,050 | 0 | 0 | 0 |
Issuance of stock (in shares) | ' | 1,950,364 | ' | ' | ' | ' |
Interest on subscription receivable | -86 | 0 | 0 | -86 | 0 | 0 |
Net loss | -1,171,419 | 0 | 0 | 0 | 0 | -1,171,419 |
Balance at Dec. 31, 2006 | 1,836,495 | 5,685 | 3,004,115 | -1,922 | 0 | -1,171,383 |
Balance (in shares) at Dec. 31, 2006 | ' | 5,685,104 | ' | ' | ' | ' |
Interest on subscription receivable | -71 | 0 | 0 | -71 | 0 | 0 |
Stock Based Compensation | 5,820 | 0 | 5,820 | 0 | 0 | 0 |
Net loss | -979,076 | 0 | 0 | 0 | 0 | -979,076 |
Balance at Dec. 31, 2007 | 863,168 | 5,685 | 3,009,935 | -1,993 | 0 | -2,150,459 |
Balance (in shares) at Dec. 31, 2007 | ' | 5,685,104 | ' | ' | ' | ' |
Common Stock issued for services | 3,858 | 25 | 3,833 | 0 | 0 | 0 |
Common Stock issued for services (in shares) | ' | 25,060 | ' | ' | ' | ' |
Interest on subscription receivable | -37 | 0 | 0 | -37 | 0 | 0 |
Stock Based Compensation | 16,422 | 0 | 16,422 | 0 | 0 | 0 |
Net loss | -630,859 | 0 | 0 | 0 | 0 | -630,859 |
Balance at Dec. 31, 2008 | 252,552 | 5,710 | 3,030,190 | -2,030 | 0 | -2,781,318 |
Balance (in shares) at Dec. 31, 2008 | ' | 5,710,164 | ' | ' | ' | ' |
Stock and warrants issued for cash | 800,007 | 437 | 799,570 | 0 | 0 | 0 |
Stock and warrants issued for cash (in shares) | ' | 436,816 | ' | ' | ' | ' |
Interest on subscription receivable | -69 | 0 | 0 | -69 | 0 | 0 |
Stock Based Compensation | 8,251 | 0 | 8,251 | 0 | 0 | 0 |
Net loss | -148,970 | 0 | 0 | 0 | 0 | -148,970 |
Balance at Dec. 31, 2009 | 911,771 | 6,147 | 3,838,011 | -2,099 | 0 | -2,930,288 |
Balance (in shares) at Dec. 31, 2009 | ' | 6,146,980 | ' | ' | ' | ' |
Stock and warrants issued for cash | 2,000,000 | 1,092 | 1,998,908 | 0 | 0 | 0 |
Stock and warrants issued for cash (in shares) | ' | 1,092,030 | ' | ' | ' | ' |
Equity Offering transaction costs | -91,155 | 0 | -91,155 | 0 | 0 | 0 |
Interest on subscription receivable | -57 | 0 | 0 | -57 | 0 | 0 |
Stock Based Compensation | 24,163 | 0 | 24,163 | 0 | 0 | 0 |
Net loss | -1,055,748 | 0 | 0 | 0 | 0 | -1,055,748 |
Balance at Dec. 31, 2010 | 1,788,974 | 7,239 | 5,769,927 | -2,156 | 0 | -3,986,036 |
Balance (in shares) at Dec. 31, 2010 | ' | 7,239,010 | ' | ' | ' | ' |
Stock and warrants issued for cash | 1,000,000 | 519 | 999,481 | 0 | 0 | 0 |
Stock and warrants issued for cash (in shares) | ' | 518,714 | ' | ' | ' | ' |
Interest on subscription receivable | -29 | 0 | 0 | -29 | 0 | 0 |
Stock Based Compensation | 15,527 | 0 | 15,527 | 0 | 0 | 0 |
Net loss | -1,149,320 | 0 | 0 | 0 | 0 | -1,149,320 |
Balance at Dec. 31, 2011 | 1,655,152 | 7,758 | 6,784,935 | -2,185 | 0 | -5,135,356 |
Balance (in shares) at Dec. 31, 2011 | ' | 7,757,724 | ' | ' | ' | ' |
Stock and warrants issued for cash | 5,000,000 | 2,594 | 4,997,406 | 0 | 0 | 0 |
Stock and warrants issued for cash (in shares) | ' | 2,593,570 | ' | ' | ' | ' |
Interest on subscription receivable | -26 | 0 | 0 | -26 | 0 | 0 |
Stock Based Compensation | 332,347 | 0 | 332,347 | 0 | 0 | 0 |
Unrealized gain (loss) on marketable securities | -21,795 | 0 | 0 | 0 | -21,795 | 0 |
Net loss | -2,071,255 | 0 | 0 | 0 | 0 | -2,071,255 |
Balance at Dec. 31, 2012 | 4,894,423 | 10,351 | 12,114,689 | -2,211 | -21,795 | -7,206,611 |
Balance (in shares) at Dec. 31, 2012 | ' | 10,351,294 | ' | ' | ' | ' |
Interest on subscription receivable | -1 | 0 | 0 | -1 | 0 | 0 |
Proceeds from subscription receivable | 2,212 | 0 | 0 | 2,212 | 0 | 0 |
Stock Based Compensation | 263,593 | 0 | 263,593 | 0 | 0 | 0 |
Reverse acquisition of Nile | 3,176,000 | 1,336 | 3,174,664 | 0 | 0 | 0 |
Reverse acquisition of Nile (in shares) | ' | 1,336,453 | ' | ' | ' | ' |
Unrealized gain (loss) on marketable securities | 20,815 | 0 | 0 | 0 | 20,815 | 0 |
Net loss | -8,891,924 | 0 | 0 | 0 | 0 | -8,891,924 |
Balance at Dec. 31, 2013 | ($534,882) | $11,687 | $15,552,946 | $0 | ($980) | ($16,098,535) |
Balance (in shares) at Dec. 31, 2013 | ' | 11,687,747 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | Dec. 31, 2008 | Dec. 31, 2006 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2012 | Dec. 31, 2011 |
Common Stock [Member] | Series A-1 | Series A-2 | Series A-2 | Series A-3 | Series A-3 | |
Share Price | $0.15 | $1.54 | $1.83 | $1.83 | $1.93 | $1.93 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 102 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($8,891,924) | ($2,071,255) | ($16,098,535) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Gain on sale of property and equipment | 0 | 0 | -3,707 |
Depreciation and amortization | 26,923 | 20,337 | 164,732 |
Common stock issued for services | 0 | 0 | 3,858 |
Impairment of goodwill | 1,919,000 | 0 | 1,919,000 |
Stock-based compensation | 263,593 | 332,347 | 666,123 |
Change in assets - (increase) decrease: | ' | ' | ' |
Restricted cash | -1,401,859 | 0 | -1,401,859 |
Grants receivable | 767,163 | -359,547 | 0 |
Interest receivable | 25,028 | -25,215 | -187 |
Prepaid expenses and other current assets | -161,617 | -26,684 | -199,659 |
Deposits | -5,105 | -8,980 | -23,193 |
Change in liabilities - increase (decrease): | ' | ' | ' |
Accounts payable and accrued expenses | 974,710 | 77,149 | 1,239,006 |
Accounts payable and accrued expenses, related party | 217,658 | 4,554 | 382,142 |
Sub-award payable, related party | -33,217 | -5,349 | 41,855 |
Accrued royalties | 97,512 | 0 | 122,416 |
Accrued interest | 58,134 | 0 | 58,134 |
NET CASH USED IN OPERATING ACTIVITIES | -6,144,001 | -2,062,643 | -13,129,874 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchase of marketable securities | -226,998 | -4,214,521 | -4,441,519 |
Proceeds from sales and maturities of marketable securities | 4,114,045 | 0 | 4,114,045 |
Proceeds from sale of property and equipment | 0 | 0 | 88,908 |
Payments for purchase of property and equipment | -56,115 | -13,428 | -284,923 |
Proceeds from reverse merger | 664 | 0 | 664 |
Payments for patents | -53,230 | -89,550 | -259,682 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 3,778,366 | -4,317,499 | -782,507 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from loan payable, net | 3,925,066 | 0 | 3,925,066 |
Costs related to the issuance of preferred stock and warrants | 0 | 0 | -91,155 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,925,066 | 5,000,000 | 15,641,918 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,559,431 | -1,380,142 | 1,729,537 |
Cash and cash equivalents balance at beginning of period | 170,106 | 1,550,248 | 0 |
Cash and cash equivalents balance at end of period | 1,729,537 | 170,106 | 1,729,537 |
SUPPLEMENTAL DISCLOSURES: | ' | ' | ' |
Interest paid in cash | 0 | 0 | 0 |
Income taxes paid in cash | 0 | 0 | 0 |
Series A-1 [Member] | ' | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the sale of preferred stock | 0 | 0 | 3,008,000 |
Series A-2 [Member] | ' | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the sale of preferred stock | 0 | 0 | 2,800,007 |
Series A-3 [Member] | ' | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the sale of preferred stock | $0 | $5,000,000 | $6,000,000 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Description of Business | ||||||||||||||
Capricor Therapeutics, Inc., or the Company, is a development stage, biopharmaceutical company whose mission is to improve the treatment of cardiovascular diseases by commercializing innovative therapies. Capricor, Inc., or Capricor (a wholly-owned subsidiary of the Company), was founded in 2005 as a Delaware corporation based on the innovative work of its founder, Eduardo Marbán, M.D., Ph.D. After completion of a merger with Nile Therapeutics, Inc. or Nile, on November 20, 2013, Nile formally changed its name to Capricor Therapeutics, Inc. Capricor Therapeutics, together with our subsidiary, Capricor, currently have five drug candidates in various stages of development. | ||||||||||||||
Consummation of Merger | ||||||||||||||
On November 20, 2013, pursuant to that certain Agreement and Plan of Merger and Reorganization dated as of July 7, 2013, as amended by that certain First Amendment to Agreement and Plan of Merger and Reorganization, dated as of September 27, 2013 (as amended, the “Merger Agreement”), by and among Nile Therapeutics, Inc., a Delaware corporation (“Nile”), Bovet Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Nile (“Merger Sub”), and Capricor, Merger Sub merged with and into Capricor and Capricor became a wholly-owned subsidiary of Nile (the “Merger”). Immediately prior to the effective time of the Merger (the “Effective Time”) and in connection therewith, Nile filed certain amendments to its certificate of incorporation which, among other things (i) effected a 1-for-50 reverse split of its common stock (the “Reverse Stock Split”), (ii) changed its corporate name from “Nile Therapeutics, Inc.” to “Capricor Therapeutics, Inc.,” and (iii) effected a reduction in the total number of authorized shares of common stock from 100,000,000 to 50,000,000, and a reduction in the total number of authorized shares of preferred stock from 10,000,000 to 5,000,000. | ||||||||||||||
At the Effective Time and in connection with the Merger, each outstanding share of Capricor’s Series A-1, Series A-2 and Series A-3 Preferred Stock was converted into one share of common stock, par value $0.001 per share, of Capricor (the “Capricor Common Stock”). | ||||||||||||||
As a result of the Merger and in accordance with the terms of the Merger Agreement, each outstanding share of Capricor Common Stock was converted into the right to receive approximately 2.07 shares of the common stock of Capricor Therapeutics, par value $0.001 per share (the “Capricor Therapeutics Common Stock”), on a post 1-for-50 Reverse Stock Split basis. Immediately after the Effective Time and in accordance with the terms of the Merger Agreement, the former Capricor stockholders owned approximately 90% of the outstanding common stock of Capricor Therapeutics, and the Nile stockholders owned approximately 10% of the outstanding common stock of Capricor Therapeutics, in each case on a fully-diluted basis. For accounting purposes, the Merger is accounted for as a reverse merger with Capricor as the accounting acquiror (legal acquiree) and Nile as the accounting acquiree (legal acquiror). | ||||||||||||||
Since Capricor was deemed to be the accounting acquiror in the merger, the historical financial information for periods prior to the merger reflect the financial information and activities solely of Capricor and not of Nile. The historical equity of Capricor has been retroactively adjusted to reflect the equity structure of Capricor Therapeutics using the respective exchange ratio established in the merger between Nile and Capricor, which reflects the number of shares Capricor Therapeutics issued to equity holders of Capricor as a result of the merger. The retroactive revision of Capricor’s equity includes Capricor’s preferred stock as if such shares of preferred stock had been converted into Capricor common stock at the respective dates of issuance, which is consistent with the terms of the merger. Accordingly, all common and preferred shares and per share amounts for all periods presented in the consolidated financial statements contained in this Annual Report on Form 10-K and notes thereto have been adjusted retrospectively, where applicable, to reflect the respective exchange ratio established in the merger. | ||||||||||||||
The acquisition date fair value of the consideration transferred pursuant to the merger totaled $3,176,000. The preliminary goodwill recorded for the merger was $1,919,000. The initial fair values set forth below may be adjusted as additional information is obtained through the measurement period of the transaction and change the fair value allocation as of the acquisition date. | ||||||||||||||
The following table summarizes the preliminary allocation of the purchase price on November 20, 2013 to the estimated fair values of the assets acquired and liabilities assumed in the merger: | ||||||||||||||
Cash | $ | 664 | ||||||||||||
Prepaid expenses | 25,639 | |||||||||||||
In-process research and development | 1,500,000 | |||||||||||||
Accounts payable and accrued expenses | -269,303 | |||||||||||||
Net assets acquired | 1,257,000 | |||||||||||||
Goodwill | 1,919,000 | |||||||||||||
Total consideration | $ | 3,176,000 | ||||||||||||
Goodwill of $1,919,000 was comprised of the fair value of the stock issued in the merger of $3,176,000 less net assets acquired of $1,257,000. The Company determined goodwill to be fully impaired as of December 31, 2013. Since the acquisition date, the results of Nile have been included in the Company’s consolidated financial results for the period from November 20, 2013 through December 31, 2013. | ||||||||||||||
After the Effective Time, each then outstanding Capricor stock option, whether vested or unvested, was assumed by Capricor Therapeutics in accordance with the terms of (i) the 2006 Stock Option Plan, (ii) the 2012 Restated Equity Incentive Plan, or (iii) the 2012 Non-Employee Director Stock Option Plan, as applicable, and the stock option agreement under which each such option was issued. All rights with respect to Capricor Common Stock under outstanding Capricor options were converted into rights with respect to Capricor Therapeutics Common Stock. | ||||||||||||||
Basis of Consolidation | ||||||||||||||
Our consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | ||||||||||||||
Development Stage Activities | ||||||||||||||
The Company is a development stage enterprise since it has not yet generated any revenue from the sale of products and, through December 31, 2013, its efforts have been principally devoted to developing its licensed technologies, recruiting personnel, developing its intellectual property portfolio, and raising capital. Accordingly, the accompanying financial statements have been prepared in accordance with the provisions of Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” The Company has experienced net losses since its inception and has an accumulated deficit of approximately $16.1 million at December 31, 2013. The Company expects to incur substantial and increasing losses and have negative net cash flows from operating activities as it expands its technology portfolio and engages in further research and development activities, particularly the conducting of pre-clinical and clinical trials. | ||||||||||||||
Liquidity | ||||||||||||||
The Company has historically financed its operations from equity financings. Since 2005, Capricor has used equity financed cash, government grant income and a CIRM loan award to finance its research and development activities as well as operational expenses. | ||||||||||||||
Cash resources consisting of cash, cash equivalents and marketable securities as of December 31, 2013 were approximately $2.1 million, compared to $4.4 million as of December 31, 2012. Additionally, on January 7, 2014, Capricor received $12.5 million from Janssen Biotech, Inc. pursuant to the terms of the Collaboration Agreement and Exclusive License Option entered into on December 27, 2013. Furthermore, the Company will need substantial additional financing in the future until it can achieve profitability, if ever. The Company’s continued operations will depend on its ability to raise additional funds through various potential sources, such as equity and debt financing, or to license its compounds to another pharmaceutical company. The Company will continue to fund operations from cash on hand and through sources of capital similar to those previously described, as well as government funded grants, and/or loans. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are stated at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation is computed using the straight-line method over the related estimated useful lives. | ||||||||||||||
Description | Estimated Useful Life | |||||||||||||
Office equipment, lab equipment and furniture | 5 – 7 years | |||||||||||||
Government Research Grants | ||||||||||||||
Government research grants that provide funding for research and development activities are recognized as income when the related expenses are incurred, when applicable. | ||||||||||||||
Restricted Cash | ||||||||||||||
As of December 31, 2013, restricted cash represents funds received under Capricor’s Loan Agreement with the California Institute for Regenerative Medicine (“CIRM”) (see note 2 below), to be allocated to the ALLSTAR clinical trial research costs as incurred. | ||||||||||||||
Marketable Securities | ||||||||||||||
At December 31, 2013, marketable securities consist primarily of United States treasuries. These investments are considered available-for-sale. Realized gains and losses on the sale of debt and equity securities are determined on the specific identification method. Unrealized gains and losses are presented as other comprehensive income (loss). | ||||||||||||||
Intangible Assets | ||||||||||||||
Amounts attributable to intellectual property consist primarily of the costs associated with the acquisition of certain technologies, patents, patents pending, and related intangible assets with respect to research and development activities. These long-term assets are stated at cost and are being amortized on a straight-line basis over the respective estimated useful lives of the assets ranging from five to fifteen years beginning on the date the patents become effective. Amortization expense was $4,330, $4,330 and $ 297,196 for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013, respectively. Future amortization expense for the next five years is estimated to be $4,330 per year. At December 31, 2013, the Company had $194,732 attributable to pending patents for which amortization has not begun. | ||||||||||||||
As a result the merger, the Company recorded $1.5 million as in-process research and development, a component of intangible assets. An external valuation was performed to establish the value of the intellectual property primarily from licensed assets from the Mayo Foundation for Medical Education and Research that are currently being evaluated internally for future development plans. As of December 31, 2013, the Company has not begun amortizing the in-process research and development. | ||||||||||||||
Long-Lived Assets | ||||||||||||||
The Company accounts for the impairment and disposition of long-lived assets in accordance with guidance issued by the Financial Accounting Standards Board (“FASB”). Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable, or annually. No impairment was recorded for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013. | ||||||||||||||
Goodwill | ||||||||||||||
The Company calculates goodwill as the difference between the acquisition date fair value of the estimated consideration paid in the merger and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized but is generally subject to an impairment test annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. The Company determined the goodwill balance of $1.9 million to be impaired as of December 31, 2013, and charged such amount to other expenses. | ||||||||||||||
Income Taxes | ||||||||||||||
Income taxes are recognized for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets are recognized for the future tax consequences of transactions that have been recognized in the Company's financial statements or tax returns. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. | ||||||||||||||
The Company uses guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the California Franchise Tax Board. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed. | ||||||||||||||
Loan Payable | ||||||||||||||
The Company accounts for the funds advanced under its California Institute for Regenerative Medicine (“CIRM”) Loan Agreement (note 2) as a loan payable as the eventual repayment of the loan proceeds or its forgiveness is contingent upon certain future milestones being met and other conditions. As the likelihood of whether or not the Company will ever achieve these milestones or satisfy these conditions cannot be reasonably predicted at this time, the Company records these amounts as a loan payable. | ||||||||||||||
Research and Development | ||||||||||||||
Costs relating to the design and development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $5,197,178, $2,634,222 and $11,499,595 for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013, respectively. | ||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||
Comprehensive income (loss) generally represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders. For the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013, the Company’s comprehensive income (loss) was $20,815, $(21,795), and $(980), respectively. The Company’s other comprehensive income (loss) is related to a net unrealized gain (loss) on marketable securities. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company accounts for stock-based employee compensation arrangements in accordance with guidance issued by the FASB, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, consultants, and directors based on estimated fair values. | ||||||||||||||
The Company estimates the fair value of stock-based compensation awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's statements of operations. | ||||||||||||||
The Company estimates the fair value of stock-based compensation awards using the Black-Scholes model. This model requires the Company to estimate the expected volatility and value of its common stock and the expected term of the stock options; all of which are highly complex and subjective variables. The variables take into consideration, among other things, actual and projected employee stock option exercise behavior. The Company calculates an average of historical volatility of similar companies as a basis for its expected volatility. Expected term is computed using the simplified method provided within Securities and Exchange Commission Staff Accounting Bulletin No. 110. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the options. | ||||||||||||||
Earnings (Loss) per Share | ||||||||||||||
Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares, which primarily consist of stock options issued to employees and warrants issued to third parties, have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. | ||||||||||||||
For the year ended December 31, 2013 and December 31, 2012, warrants and options to purchase 5,220,800 and 5,413,413 shares, respectively, have been excluded from the computation of potentially dilutive securities. | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Assets and liabilities recorded at fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows: | ||||||||||||||
Level Input: | Input Definition: | |||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in | |||||||||||||
active markets at the measurement date. | ||||||||||||||
Level II | Inputs, other than quoted prices included in Level I, that are observable | |||||||||||||
for the asset or liability through corroboration with market data at the | ||||||||||||||
measurement date. | ||||||||||||||
Level III | Unobservable inputs that reflect management's best estimate of what | |||||||||||||
market participants would use in pricing the asset or liability at the | ||||||||||||||
measurement date. | ||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 and 2012 for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||
December 31, 2013 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Marketable securities | $ | 326,494 | $ | - | $ | - | $ | 326,494 | ||||||
December 31, 2012 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Marketable securities | $ | 4,192,726 | $ | - | $ | - | $ | 4,192,726 | ||||||
Carrying amounts reported in the balance sheet of cash and cash equivalents, grants receivable and accounts payable and accrued expenses, approximate fair value due to their relatively short maturity. The carrying amounts of the Company’s marketable securities approximate fair value based on market quotations from national exchanges at the balance sheet date. Interest and dividend income are recognized separately on the income statement based on classifications provided by the brokerage firm holding the investments. The fair value of borrowings is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions. | ||||||||||||||
Warrant Liability | ||||||||||||||
The Company accounts for some of its warrants issued in accordance with the guidance on Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. The fair value of warrants is estimated by management using Black-Scholes. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other income or expense. Prior to the merger between Nile and Capricor, the Company and holders of warrants to purchase shares of common stock entered into agreements pursuant to which such holders agreed to receive an aggregate of 59,546 shares of the Company’s common stock in exchange for the cancellation and surrender of their warrants. No proceeds were received by the Company from these issuances. Management has determined the value of warrant liability to be insignificant at December 31, 2013. | ||||||||||||||
LOAN_PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
LOAN PAYABLE | ' |
2. LOAN PAYABLE | |
On February 5, 2013, Capricor entered into a Loan Agreement with CIRM (the “CIRM Loan Agreement”), pursuant to which CIRM agreed to disburse $19,782,136 to Capricor over a period of three and one-half years to support Phase II of the ALLSTAR clinical trial. | |
Under the CIRM Loan Agreement, Capricor is required to repay the CIRM loan with interest at the end of the loan period. The loan also provides for the payment of a risk premium whereby Capricor is required to pay CIRM a premium of up to 500% of the loan amount upon the achievement of certain revenue thresholds. The loan has a term of five years and is extendable annually up to ten years at Capricor’s option if certain conditions are met. The interest rate for the initial term is set at the one-year LIBOR rate plus 2% (“base rate”), compounded annually, and becomes due at the end of the fifth year. After the fifth year, if the term of the loan is extended and if certain conditions are met, the interest rate will increase by 1% over the base rate each sequential year thereafter, with a maximum increase of 5% over the base rate in the tenth year. CIRM has the right to cease disbursements if a no-go milestone occurs or certain other conditions are not met. Under the terms of the CIRM Loan Agreement, CIRM deducted $36,667 from the initial disbursement to cover its costs in conducting financial due diligence on Capricor. CIRM will also deduct $16,667 from each disbursement made in the second and third year of the loan period to cover its costs of continuing due diligence. So long as Capricor is not in default under the terms of the CIRM Loan Agreement, the loan may be forgiven during the term of the project period if Capricor abandons the trial due to the occurrence of a no-go milestone. After the end of the project period, the loan may also be forgiven if Capricor elects to abandon the project under certain circumstances. Under the CIRM Loan Agreement, Capricor is required to meet certain financial milestones by demonstrating to CIRM prior to each disbursement of loan proceeds that it has funds available sufficient to cover all costs and expenses anticipated to be required to continue Phase II of the ALLSTAR trial for at least the following 12-month period, less the costs budgeted to be covered by planned loan disbursements. Capricor will not issue stock, warrants or other equity to CIRM in connection with this award. | |
The timing of the distribution of funds pursuant to the CIRM Loan Agreement shall be contingent upon the availability of funds in the California Stem Cell Research and Cures Fund in the State Treasury, as determined by CIRM in its sole discretion. | |
Capricor did not issue stock, warrants or other equity to CIRM in connection with this award. The due diligence costs to be deducted from each disbursement are capitalized and amortized to general and administrative expenses over the remaining term of the loan. As of December 31, 2013, $36,667 of loan costs were capitalized with $6,722, $0, and $6,722 expensed for the years ended December 31, 2013 and December 31, 2012 and the period from July 5, 2005 (inception) through December 31, 2013, respectively, with the balance of $29,945 to be amortized over the next 4.1 years. | |
On February 6, 2013, Capricor received loan proceeds of $857,267, net of loan costs. This loan amount will carry interest at the initial rate 2.77% per annum. | |
On July 8, 2013, Capricor received its second disbursement under the loan award for $3,067,799. This disbursement will carry interest at the initial rate of 2.45% per annum. A portion of the principle disbursed under the second disbursement is currently being recorded as restricted cash, as Capricor must expend for approved project costs in order to use these funds. For the year ended December 31, 2013 and for the period from July 5, 2005 (inception) through December 31, 2013, interest expense under the CIRM loan was $58,134 and $58,134, respectively. | |
STOCKHOLDERS_EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDERbS EQUITY | ' |
3. STOCKHOLDER’S EQUITY | |
Reverse Stock Split | |
On November 20, 2013, we effected a reverse split of our common stock, par value $0.001 per share, at a ratio of one-for-fifty. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these consolidated financial statements and related notes, where applicable, have been adjusted retroactively to reflect this reverse stock split. | |
Outstanding Shares | |
At December 31, 2013, there were 11,687,747 common shares issued and outstanding. | |
Conversion of all Convertible Preferred Stock at the Merger | |
Prior to the Merger and without giving effect to the applicable multiplier, Capricor was authorized to issue 5,426,844 shares of convertible preferred stock, which was allocated as follows: Series A-1: 940,000 shares, all of which were issued; Series A-2: 736,844 shares, all of which were issued; and Series A-3: 3,750,000 shares, of which 1,500,000 shares were issued. During 2011 and 2012, the 1,500,000 shares of Series A-3 convertible preferred stock, with a par value of $0.001 per share were issued for cash proceeds of $6,000,000. Immediately prior to the Effective Time, all shares of Capricor preferred stock were converted into shares of Capricor common stock pursuant to the terms of the Merger Agreement. The shares of Capricor preferred stock that were converted into Capricor common stock as a result of the Merger and in accordance with the terms of the Merger Agreement, were exchanged according to the applicable multiplier for 6,591,494 shares of common stock of the Company, and all rights and preferences (including dividends) attached to the shares of Capricor preferred stock were rendered void. The preferred shares are presented retrospectively as shares of common stock on an as-converted basis. | |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
STOCK OPTIONS AND WARRANTS | ' | ||||||||||
4. STOCK OPTIONS AND WARRANTS | |||||||||||
Capricor, Inc. Warrants | |||||||||||
During the year ended December 31, 2009, Capricor issued warrants to purchase shares of common stock in conjunction with the issuance of the Series A-2 Preferred Stock. Upon consummation of the merger on November 20, 2013, the warrants terminated per the terms of the original warrant agreement with no warrants being exercised prior to the termination. | |||||||||||
Capricor Therapeutics, Inc. Warrants | |||||||||||
In connection with its July 2009 private placement, the Company issued five-year warrants to purchase an additional 53,827 shares of common stock. The warrants were issued in three separate tranches, as follows: | |||||||||||
⋅ | Warrants to purchase approximately 13,457 shares, representing 25% of the total warrant shares issued to investors, have an exercise price equal to $62.50 | ||||||||||
⋅ | Warrants to purchase approximately 13,457 shares, representing 25% of the total warrant shares issued to investors, have an exercise price equal to $85.50. | ||||||||||
⋅ | Warrants to purchase approximately 26,913 shares, representing 50% of the total warrant shares issued to investors, have an exercise price equal to $114.00. | ||||||||||
The warrants issued to investors in the July 2009 private placement are redeemable by the Company upon 30 days’ notice, if at any time, the volume weighted average price of the common shares for any 20 consecutive business days is equal to or greater than 200% of the applicable exercise price of each warrant. | |||||||||||
As consideration for its services as placement agent in connection with the July 2009 private placement, the Company also issued to designees of Riverbank Capital Securities, Inc. five-year warrants to purchase 4,366 shares of common stock at a price of $68.75 per share. | |||||||||||
At the consummation of the merger, 317 shares of common stock were issued in exchange for the forfeiture of approximately 26,693 warrants issued as part of the July 2009 private placement. There are approximately 28,400 warrants remaining outstanding as of December 31, 2013 as part of the July 2009 private placement, with a weighted average exercise price of $94.00. | |||||||||||
In connection with the April 2010 Offering, the Company issued a total of 44,850 Unit Warrants, each of which has a term of five years and represents the right to purchase one share of the Company’s common stock at an exercise price of $47.00 per share. In addition, the Company issued the underwriters a five-year warrant to purchase 7,800 shares of the Company’s common stock at an exercise price of $47.00 per share. There are 52,650 warrants remaining outstanding as of December 31, 2013 as part of the April 2010 Offering, with a weighted average exercise price of $47.00. | |||||||||||
In connection with the 2011 Offering, the Company issued a total of 50,000 warrants, each of which has a term of five years and represents the right to purchase one share of the Company’s common stock at an exercise price of $30.00 per share. In addition, the Company issued to the Placement Agents a five-year warrant to purchase 5,000 shares of the Company’s common stock at an exercise price of $30.00 per share. On August 1, 2013, the Company and the holders of warrants issued in connection with the Company’s 2011 Offering entered into warrant exchange agreements whereby the Company issued a total of 9,166 shares of its common stock on a post-Reverse Stock Split basis. As a result, all of the warrants issued in connection with the June 2011 private placement were cancelled. No proceeds were received by the Company from this issuance. | |||||||||||
In connection with the April 2012 financing, the Company issued a total of 50,250 warrants, each of which has a term of five years and represents the right to purchase one share of the Company’s common stock at an exercise price of $25.00 per share. The warrants contained a non-standard anti-dilution features, such that, in the event the Company issues common shares at a price below the current exercise price of the warrants, the exercise price of the warrants will be adjusted based on the lower issuance price. This feature was triggered upon the conversion of the 2013 Notes. In previous years, management used a binomial option pricing model to determine the warrant liability. Upon consummation of the merger, 50,063 warrants were cancelled and exchanged for 50,063 shares of the Company’s common stock. Management has determined that any additional liability is insignificant. There are 187 warrants remaining outstanding as of December 31, 2013 as part of the April 2012 financing, with a weighted average exercise price of $2.2725. | |||||||||||
At the close of the merger between Nile and Capricor on November 20, 2013, certain convertible notes payable were converted into 251,044 shares of our common stock on a post-Reverse Stock Split basis. Additionally, 251,044 warrants to purchase shares of our common stock at a strike price of $2.2725, on a post-Reverse Stock Split basis, were issued to the holders of the 2013 Notes and certain additional notes issued in connection with the 2013 Notes. | |||||||||||
The following schedule represents warrant activity for the year ended December 31, 2013: | |||||||||||
Warrants | Weighted Average Exercise Price | ||||||||||
Outstanding at January 1, 2013 | 1,733,599 | $ | 3.38 | ||||||||
Cancelled | -1,733,599 | 3.38 | |||||||||
Assumed from merger | 81,237 | 63.33 | |||||||||
Granted | 251,044 | 2.27 | |||||||||
Outstanding at December 31, 2013 | 332,281 | $ | 17.2 | ||||||||
Stock Options | |||||||||||
The Company’s Board of Directors has approved four stock option plans: (i) the Amended and Restated 2005 Stock Option Plan (ii) the 2006 Capricor Stock Option Plan, (iii) the 2012 Capricor Restated Equity Incentive Plan (which has superseded the 2006 Stock Option Plan) (the “2012 Plan”), and (iv) the 2012 Capricor Non-Employee Director Stock Option Plan (the “2012 Non-Employee Director Plan”). | |||||||||||
The Company’s Amended and Restated 2005 Stock Option Plan (the “Plan”) was initially adopted by the Board of Directors on August 10, 2005. On July 26, 2010, the Company’s stockholders approved an amendment to the Plan increasing the total number of shares authorized for issuance thereunder to 190,000 after the effects of the Reverse Stock Split at the consummation of the merger. Under the Plan, incentives may be granted to officers, employees, directors, consultants, and advisors. Incentives under the Plan may be granted in any one or a combination of the following forms: (a) incentive stock options and non-statutory stock options, (b) stock appreciation rights, (c) stock awards, (d) restricted stock and (e) performance shares. | |||||||||||
After the effects of the Merger, the 2012 Plan reserved 4,149,710 shares for the grant of stock options, stock appreciation rights, restricted stock awards and performance unit/share awards to employees, consultants and other service providers. Included in the 2012 Plan are the shares that were originally reserved under the 2006 Stock Option Plan. Under the 2012 Plan, each option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate fair market value of the shares with respect to which Incentive Stock Options are exercisable for the first time by the participant during any calendar year (under all plans of the Company and any parent or subsidiary) exceeds one hundred thousand dollars ($100,000), such options will be treated as Nonstatutory Stock Options. | |||||||||||
After the effects of the merger, the 2012 Non-Employee Director Plan reserved 2,697,311 shares for the grant of stock options to members of the Board of Directors, who are not employees of the Company. | |||||||||||
Each of the plans are administered by the Board of Directors, or a committee appointed by the Board, which determines the recipients and types of awards to be granted, as well as the number of shares subject to the awards, the exercise price and the vesting schedule. Currently, stock options are granted with an exercise price equal to closing price of the Company’s common stock on the date of grant, and generally vest over a period of one to four years. The term of stock options granted under each of the plans cannot exceed ten years. | |||||||||||
The estimated weighted average fair values of the options granted during 2013 and 2012 were $0.53 and $0.60 per share, respectively. | |||||||||||
The Company estimates the fair value of each option award using the Black-Scholes option-pricing model. The following assumptions we used for stock options issued in the year ended December 31, 2013 and December 31, 2012: | |||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||
Expected volatility | 118 | % | 100 | % | |||||||
Expected term | 0.1-7 years | 5-7 years | |||||||||
Dividend yield | 0 | % | 0 | % | |||||||
Risk-free interest rates | 0.13-2.3 | % | 0.63-1.34 | % | |||||||
Employee stock-based compensation costs for the year ended December 31, 2013 and 2012 and for the cumulative period from July 5, 2005 (inception) through December 31, 2013, are as follows: | |||||||||||
Period from | |||||||||||
July 5, 2005 (inception) | |||||||||||
Year ended December 31, | through | ||||||||||
2013 | 2012 | December 31, 2013 | |||||||||
General and administrative | $ | 263,593 | $ | 332,347 | $ | 666,123 | |||||
The following table summarizes information about stock options outstanding and exercisable at December 31, 2013: | |||||||||||
Shares Outstanding | |||||||||||
Range of Ex. Prices | Shares Outstanding | WA Term (yrs.) | WA Exercise Price | ||||||||
$0.16 - $0.19 | 100,627 | 4.8 | $ | 0.17 | |||||||
$0.30 - $0.37 | 4,709,838 | 8.36 | $ | 0.36 | |||||||
$0.87 | 56,021 | 4.95 | $ | 0.87 | |||||||
$18.50 - $28.50 | 10,330 | 1.89 | $ | 23.43 | |||||||
$34.00 - $44.50 | 11,703 | 0.59 | $ | 43.6 | |||||||
4,888,519 | 8.22 | $ | 0.51 | ||||||||
Shares Exercisable | |||||||||||
Range of Ex. Prices | Shares Exercisable | WA Term (yrs.) | WA Exercise Price | ||||||||
$0.16 - $0.19 | 96,487 | 4.71 | $ | 0.17 | |||||||
$0.30 - $0.37 | 2,360,885 | 8.08 | $ | 0.37 | |||||||
$0.87 | 56,021 | 4.95 | $ | 0.87 | |||||||
$18.50 - $28.50 | 10,330 | 1.89 | $ | 23.43 | |||||||
$34.00 - $44.50 | 11,703 | 0.59 | $ | 43.6 | |||||||
2,535,426 | 7.83 | $ | 0.67 | ||||||||
As of December 31, 2013, the total unrecognized fair value compensation cost related to non-vested stock options was $600,539 which is expected to be recognized over approximately 2.7 years. | |||||||||||
Common stock, stock options or other equity instruments issued to non-employees (including consultants) as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). The fair value of stock options is determined using the Black-Scholes option-pricing model and is periodically re-measured as the underlying options vest. The fair value of any options issued to non-employees is recorded as expense over the applicable vesting periods. | |||||||||||
As of December 31, 2013, there were options granted and outstanding to purchase 4,888,519 shares of the Company’s common stock under the plans to employees and non-employees. During the year ended December 31, 2013 and 2012, 1,186,672 and 2,942,207 options, respectively, were granted to employees and non-employees under the plans. | |||||||||||
The following is a schedule summarizing stock option activity for the year ended December 31, 2013: | |||||||||||
Number of Options | Weighted Average Exercise Price | ||||||||||
Outstanding at January 1, 2013 | 3,679,814 | $ | 0.37 | ||||||||
Granted | 1,186,672 | 0.31 | |||||||||
Assumed from merger | 22,033 | 34.15 | |||||||||
Exercised | - | - | |||||||||
Outstanding at December 31, 2013 | 4,888,519 | $ | 0.51 | ||||||||
Exercisable at December 31, 2013 | 2,535,426 | $ | 0.67 | ||||||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2013 | |
CONCENTRATIONS | ' |
5. CONCENTRATIONS | |
Cash Concentration | |
The Company has historically maintained checking accounts at two financial institutions. These accounts collectively are insured by the Federal Deposit Insurance Corporation up to $250,000. Historically, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2013 the Company maintained $3,274,631 of uninsured deposits. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES | ' |
6. COMMITMENTS AND CONTINGENCIES | |
Leases | |
Capricor leases space for its corporate offices pursuant to a lease effective for a two year period beginning July 1, 2013. The monthly payment will be $16,620 per month for the first twelve months of the term, and will increase to $17,285 per month for the second twelve months of the term. Capricor, Inc. also leases research facilities from Cedars-Sinai Medical Center, a shareholder of the Company, currently on a month-to-month basis. | |
Total rent expense to unrelated parties for the year ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013 was $154,536, $61,782 and $216,318, respectively. Total rent expense to the related party for the year ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013 was $54,648, $54,648, and $323,334, respectively. | |
Legal Contingencies | |
Periodically the Company may become involved in certain legal actions and claims arising in the ordinary course of business. There were no legal actions or claims reported at December 31, 2013. | |
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
LICENSE AGREEMENTS | ' |
7. LICENSE AGREEMENTS | |
Capricor’s Technology - CAP-1002, CAP-1001 and CSps | |
Capricor has entered into exclusive license agreements for intellectual property rights related to cardiac derived cells with Università Degli Studi Di Roma at la Sapienza (the University of Rome), JHU and CSMC. In addition, Capricor has filed patent applications related to enhancements or validation of the technology developed by its own scientists. | |
University of Rome License Agreement | |
Capricor and the University of Rome entered into a License Agreement, dated June 21, 2006 (the Rome License Agreement), which provides for the grant of an exclusive, world-wide, royalty-bearing license by the University of Rome to Capricor (with the right to sublicense) to develop and commercialize licensed products under the licensed patent rights in all fields. With respect to any new or future patent applications assigned to the University of Rome utilizing cardiac stem cells in cardiac care, Capricor has a first right of negotiation for a certain period of time to obtain a license thereto. | |
Pursuant to the Rome License Agreement, Capricor paid the University of Rome a license issue fee, as well as minimum annual royalties, and is obligated to pay a royalty received as a result of sublicenses granted. The minimum annual royalties are creditable against future royalty payments. | |
The Rome License Agreement will, unless extended or sooner terminated, remain in effect until the later of the last claim of any patent or until any patent application comprising licensed patent rights has expired or been abandoned. Under the terms of the Rome License Agreement, either party may terminate the agreement should the other party become insolvent or file a petition in bankruptcy. Either party shall have up to 90 days to cure its material breach. | |
The Johns Hopkins University License Agreement | |
Capricor and JHU entered into an Exclusive License Agreement, effective June 22, 2006 (the JHU License Agreement), which provides for the grant of an exclusive, world-wide, royalty-bearing license by JHU to Capricor (with the right to sublicense) to develop and commercialize licensed products and licensed services under the licensed patent rights in all fields and a nonexclusive right to the know-how. In May 2009, the JHU License Agreement was amended to add additional patent rights to the License Agreement in consideration of a payment to JHU and reimbursement of patent costs. Capricor and JHU executed a Second Amendment to the JHU License Agreement, effective as of December 20, 2013, pursuant to which, among other things, certain definitions were added or amended, the timing of certain obligations was revised and other obligations of the parties were clarified. | |
Pursuant to the JHU License Agreement, JHU was paid an initial license fee and, thereafter, Capricor is required to pay minimum annual royalties on the anniversary dates of the JHU License Agreement. The minimum annual royalties are creditable against running royalties on net sales of products and net service revenues which Capricor is also required to pay under the JHU License Agreement. In addition, Capricor is required to pay a certain percentage of the consideration received by it from sublicenses granted, and is required to pay JHU certain defined development milestone payments upon the successful completion of certain phases of its clinical studies and upon receiving FDA approval. These milestone payments range from $100,000 at the time Phase I is fully complete to $1,000,000 if FDA approval has been received. As of December 31, 2013, $100,000 has been accrued as the Phase I enrollment has been completed. | |
The JHU License Agreement will, unless sooner terminated, continue in effect in each applicable country until the date of expiration of the last to expire patent within the patent rights, or, if no patents are issued, then for twenty years from the effective date. Under the terms of the JHU License Agreement, either party may terminate the agreement should the other party become insolvent or file a petition in bankruptcy, or fail to cure a material breach within 30 days after notice. In addition, Capricor may terminate for any reason upon 60 days’ written notice. | |
Cedars-Sinai Medical Center License Agreement | |
On January 4, 2010, Capricor entered into an Exclusive License Agreement with CSMC (the CSMC License Agreement), for certain intellectual property rights. In 2013, the CSMC License Agreement was amended twice resulting in, among other things, a reduction in the percentage of sublicense fees which would have been payable to CSMC. Effective December 30, 2013, Capricor entered into an Amended and Restated Exclusive License Agreement with CSMC (the Amended CSMC License Agreement) pursuant to which, among other things, certain definitions were added or amended, the timing of certain obligations was revised and other obligations of the parties were clarified. | |
The Amended CSMC License Agreement provides for the grant of an exclusive, world-wide, royalty-bearing license by CSMC to Capricor (with the right to sublicense) to conduct research using the patent rights and know-how and develop and commercialize products in the field using the patents rights and know-how. In addition, Capricor has the exclusive right to negotiate for an exclusive license to any future rights arising from related work conducted by or under the direction of Dr. Eduardo Marbán on behalf of CSMC. In the event the parties fail to agree upon the terms of an exclusive license, Capricor shall have a non-exclusive license to such future rights, subject to royalty obligations. | |
Pursuant to the CSMC License Agreement, CSMC was paid a license fee and Capricor was obligated to reimburse CSMC for certain fees and costs incurred in connection with the prosecution of certain patent rights. Additionally, Capricor was required to meet certain spending and development milestones. Pursuant to the Amended CSMC License Agreement, Capricor remains obligated to pay royalties on sales of royalty-bearing products as well as a percentage of the consideration received from any sublicenses or other grant of rights. In 2010, Capricor discontinued its research under some of the patents. | |
The Amended CSMC License Agreement will, unless sooner terminated, continue in effect on a country by country basis until the last to expire of the patents covering the patent rights or future patent rights. Under the terms of the Amended CSMC License Agreement, unless waived by CSMC, the agreement shall automatically terminate: (i) if Capricor ceases, dissolves or winds up its business operations; (ii) in the event of the insolvency or bankruptcy of Capricor or if Capricor makes an assignment for the benefit of its creditors; (iii) if performance by either party jeopardizes the licensure, accreditation or tax exempt status of CSMC or the agreement is deemed illegal by a governmental body; (iv) within 30 days for non-payment of royalties; (v) within 90 days if Capricor fails to undertake commercially reasonable efforts to exploit the patent rights or future patent rights; (vi) if a material breach has not been cured within 90 days; or (vii) if Capricor challenges any of the CSMC patent rights. Capricor may terminate the agreement if CSMC fails to cure any material breach within 90 days after notice. | |
Collaboration Agreement with Janssen Biotech, Inc. | |
On December 27, 2013, Capricor entered into a Collaboration Agreement and Exclusive License Option with Janssen Biotech, Inc., or Janssen, a wholly-owned subsidiary of Johnson & Johnson. Under the terms of the agreement, Capricor and Janssen agreed to collaborate on the development of Capricor’s cell therapy program for cardiovascular applications, including its lead product, CAP-1002. Capricor and Janssen further agreed to collaborate on the development of cell manufacturing in preparation for future clinical trials. Under the agreement, Capricor was paid $12.5 million in January 2014, and Capricor will contribute to the costs of development of a chemistry, manufacturing and controls (CMC) package. In addition, Janssen has the exclusive right to enter into an exclusive license agreement pursuant to which Janssen would receive a worldwide, exclusive license to exploit CAP-1002 as well as certain allogeneic cardiospheres and cardiosphere-derived cells in the field of cardiology. Janssen has the right to exercise the option at any time until 60 days after the delivery by Capricor of the six-month follow-up results from Phase II of Capricor’s ALLSTAR clinical trial for CAP-1002. If Janssen exercises its option rights, Capricor would receive an upfront license fee and additional milestone payments which may total up to $325.0 million. In addition, a double-digit royalty would be paid on sales of licensed products. | |
Company’s Technology – Cenderitide and CU-NP | |
The Company has entered into an exclusive license agreement for intellectual property rights related to natriuretic peptides with the Mayo Foundation for Medical Education and Research and a Clinical Trial Funding Agreement with Medtronic, Inc., which also includes certain intellectual property licensing provisions. | |
Mayo License Agreement | |
The Company and the Mayo Foundation for Medical Education and Research, or Mayo, previously entered into a Technology License Agreement with respect to cenderitide on January 20, 2006. On June 13, 2008, the Company and Mayo entered into a Technology License Agreement with respect to CU-NP (the CU-NP Agreement). On November 14, 2013, the Company entered into an Amended and Restated License Agreement with Mayo (the Amended Mayo Agreement). The Amended Mayo Agreement amends and restates in its entirety each of the CD-NP Agreement and the CU-NP Agreement, and creates a single amended and restated license agreement between the Company and Mayo with respect to CD-NP and CU-NP. | |
The Amended Mayo Agreement provides for the grant of an exclusive, world-wide, royalty-bearing license by Mayo to the Company (with the right to sublicense) under the Mayo patents, patent applications and improvements, and a nonexclusive right under the know-how, for the development and commercialization of CD-NP and CU-NP in all therapeutic indications. With respect to any future patents and any improvements related to cenderitide and CU-NP owned by or assigned to Mayo, the Company has the exclusive right of first negotiation for the exclusive or non-exclusive rights (at the Company’s option) thereto. Such exclusive right of negotiation shall be effective as of June 1, 2016, or such earlier date when the Company has satisfied certain payment obligations to Mayo. | |
Under each of the previous CD-NP Agreement and CU-NP Agreement, the Company paid Mayo up-front cash payments and the Company agreed to make certain performance-based cash payments to Mayo upon successful completion of certain milestones. Additionally, the Company issued certain amounts of common stock of the Company to Mayo under each agreement. The Amended Mayo Agreement restructured the economic arrangements of the CD-NP Agreement and CU-NP Agreement by, among other things, eliminating certain milestone payments and decreasing the royalty percentages payable upon the commercial sale of the products. Pursuant to the terms of the Amended Mayo Agreement, the Company agreed to pay to Mayo an annual license maintenance fee and to issue to Mayo an additional 18,000 shares of the Company’s common stock as additional consideration for the grant of certain rights. Mayo also agreed to waive or defer the payment of certain fees owed to Mayo. All breaches and defaults by the Company under the terms of the CD-NP Agreement and CU-NP Agreement were waived by Mayo in the Amended Mayo Agreement. | |
The Amended Mayo Agreement will, unless sooner terminated, expire on the later of (i) the expiration of the last to expire valid claim contained in the Mayo patents, or (ii) the 20th anniversary of the Amended Mayo Agreement. Under the terms of the Amended Mayo Agreement, Mayo may terminate the agreement earlier (i) for the Company’s material breach of the agreement that remains uncured after 90 days’ written notice to the Company, (ii) for the Company’s insolvency or bankruptcy, (iii) if the Company challenges the validity or enforceability of any of the patent rights in any manner, or (iv) if the Company has not initiated either the next clinical trial of cenderitide within two years of the effective date of the Amended Mayo Agreement or a clinical trial of CU-NP within two and one-half years of the effective date. The Company may terminate the Amended Mayo Agreement without cause upon 90 days’ written notice. | |
We license certain patent and other intellectual property rights that cover our cenderitide and CU-NP product candidates from Mayo. In the past, we have relied on Mayo to file, prosecute and maintain patent applications, and to otherwise protect the intellectual property to which we have a license. Prior to the Amended Mayo License Agreement, we did not have primary control over these activities for certain of these patents or patent applications and other intellectual property rights. With the execution of the Amended Mayo License Agreement, we have the responsibility for the prosecution and maintenance of the Mayo patents and patent applications at our expense. We cannot be certain that the activities conducted by Mayo have been or will be conducted in compliance with applicable laws and regulations, or will result in valid and enforceable patents and other intellectual property rights. Our enforcement of certain of these licensed patents or defense of any claims asserting the invalidity of these patents would also be subject to the cooperation of the third parties. We are also responsible for paying any prosecution and maintenance fees of all Mayo patents and Mayo patent applications now existing and included in the Amended Mayo License Agreement. | |
Medtronic Clinical Trial Funding Agreement | |
In February 2011, the Company entered into a Clinical Trial Funding Agreement with Medtronic, Inc. (Medtronic). Pursuant to the agreement, Medtronic provided funding and equipment necessary for us to conduct a Phase I clinical trial to assess the pharmacokinetics and pharmacodynamics of cenderitide when delivered to heart failure patients through continuous subcutaneous infusion using Medtronic’s pump technology. | |
Pursuant to its terms, the agreement expired in February 2012, following the completion of the Phase I clinical trial and the delivery of data and reports related to such study. Although the Medtronic agreement expired, there are certain provisions that survive the expiration of the agreement, including the obligation to pay royalties on products that might be covered by the Joint Intellectual Property. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
8. RELATED PARTY TRANSACTIONS | |
Lease and Sub-Lease Agreements | |
Capricor leases space for its research facilities from CSMC, a shareholder of Capricor Therapeutics, Inc. (see note 6). | |
Beginning May 1, 2012, pursuant to a sublease agreement, Capricor subleased part of its office space to Frank Litvack, the Company’s Executive Chairman, for $2,500 per month. On April 1, 2013, Capricor entered into a sublease with Reprise Technologies, LLC, a limited liability company which is wholly owned by Dr. Litvack, for $2,500 per month. The sublease is on a month-to-month basis. Capricor recognized $30,000, $20,000 and $50,000 in sublease income from the related party during the year ended December 31, 2013 and 2012, and for the period from July 5, 2005 (inception) through December 31, 2013, respectively. Sublease income is recorded as a reduction to general and administrative expenses. | |
Consulting Agreements | |
Effective May 1, 2012 Frank Litvack, the Company’s Executive Chairman entered into a consulting agreement for $4,000 per month for consulting services. Effective January 1, 2013, the payment amount was increased to $10,000 per month payable for consulting services. On March 24, 2014, Capricor entered into a consulting agreement with Dr. Litvack memorializing the $10,000 per month compensation arrangement described above. The agreement is terminable upon 30 days’ notice. | |
Sub-Award Agreement | |
Effective January 30, 2012, Capricor, Inc. entered into a sub-award agreement with CSMC. Sub-award payments totaling approximately $249,019, $244,069 and $503,899 were paid to CSMC during the year ended December 31, 2013 and 2012, and for the period from July 5, 2005 (inception) through December 31, 2013, respectively. At December 31, 2013, the Company had sub-awards payable of $41,855. | |
Payables to Related Party | |
At December 31, 2013 and 2012, the Company had accounts payable and accrued expenses, which excludes the sub-award payable, to CSMC totaling $382,142 and $164,484, respectively. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
9. SUBSEQUENT EVENTS | |
On January 7, 2014, Capricor received a payment from Janssen Biotech, Inc. for $12.5 million pursuant to the terms of the Collaboration Agreement and Exclusive License Option entered into on December 27, 2013. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Consummation of Merger | ' | |||||||||||||
Consummation of Merger | ||||||||||||||
On November 20, 2013, pursuant to that certain Agreement and Plan of Merger and Reorganization dated as of July 7, 2013, as amended by that certain First Amendment to Agreement and Plan of Merger and Reorganization, dated as of September 27, 2013 (as amended, the “Merger Agreement”), by and among Nile Therapeutics, Inc., a Delaware corporation (“Nile”), Bovet Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Nile (“Merger Sub”), and Capricor, Merger Sub merged with and into Capricor and Capricor became a wholly-owned subsidiary of Nile (the “Merger”). Immediately prior to the effective time of the Merger (the “Effective Time”) and in connection therewith, Nile filed certain amendments to its certificate of incorporation which, among other things (i) effected a 1-for-50 reverse split of its common stock (the “Reverse Stock Split”), (ii) changed its corporate name from “Nile Therapeutics, Inc.” to “Capricor Therapeutics, Inc.,” and (iii) effected a reduction in the total number of authorized shares of common stock from 100,000,000 to 50,000,000, and a reduction in the total number of authorized shares of preferred stock from 10,000,000 to 5,000,000. | ||||||||||||||
At the Effective Time and in connection with the Merger, each outstanding share of Capricor’s Series A-1, Series A-2 and Series A-3 Preferred Stock was converted into one share of common stock, par value $0.001 per share, of Capricor (the “Capricor Common Stock”). | ||||||||||||||
As a result of the Merger and in accordance with the terms of the Merger Agreement, each outstanding share of Capricor Common Stock was converted into the right to receive approximately 2.07 shares of the common stock of Capricor Therapeutics, par value $0.001 per share (the “Capricor Therapeutics Common Stock”), on a post 1-for-50 Reverse Stock Split basis. Immediately after the Effective Time and in accordance with the terms of the Merger Agreement, the former Capricor stockholders owned approximately 90% of the outstanding common stock of Capricor Therapeutics, and the Nile stockholders owned approximately 10% of the outstanding common stock of Capricor Therapeutics, in each case on a fully-diluted basis. For accounting purposes, the Merger is accounted for as a reverse merger with Capricor as the accounting acquiror (legal acquiree) and Nile as the accounting acquiree (legal acquiror). | ||||||||||||||
Since Capricor was deemed to be the accounting acquiror in the merger, the historical financial information for periods prior to the merger reflect the financial information and activities solely of Capricor and not of Nile. The historical equity of Capricor has been retroactively adjusted to reflect the equity structure of Capricor Therapeutics using the respective exchange ratio established in the merger between Nile and Capricor, which reflects the number of shares Capricor Therapeutics issued to equity holders of Capricor as a result of the merger. The retroactive revision of Capricor’s equity includes Capricor’s preferred stock as if such shares of preferred stock had been converted into Capricor common stock at the respective dates of issuance, which is consistent with the terms of the merger. Accordingly, all common and preferred shares and per share amounts for all periods presented in the consolidated financial statements contained in this Annual Report on Form 10-K and notes thereto have been adjusted retrospectively, where applicable, to reflect the respective exchange ratio established in the merger. | ||||||||||||||
The acquisition date fair value of the consideration transferred pursuant to the merger totaled $3,176,000. The preliminary goodwill recorded for the merger was $1,919,000. The initial fair values set forth below may be adjusted as additional information is obtained through the measurement period of the transaction and change the fair value allocation as of the acquisition date. | ||||||||||||||
The following table summarizes the preliminary allocation of the purchase price on November 20, 2013 to the estimated fair values of the assets acquired and liabilities assumed in the merger: | ||||||||||||||
Cash | $ | 664 | ||||||||||||
Prepaid expenses | 25,639 | |||||||||||||
In-process research and development | 1,500,000 | |||||||||||||
Accounts payable and accrued expenses | -269,303 | |||||||||||||
Net assets acquired | 1,257,000 | |||||||||||||
Goodwill | 1,919,000 | |||||||||||||
Total consideration | $ | 3,176,000 | ||||||||||||
Goodwill of $1,919,000 was comprised of the fair value of the stock issued in the merger of $3,176,000 less net assets acquired of $1,257,000. The Company determined goodwill to be fully impaired as of December 31, 2013. Since the acquisition date, the results of Nile have been included in the Company’s consolidated financial results for the period from November 20, 2013 through December 31, 2013. | ||||||||||||||
After the Effective Time, each then outstanding Capricor stock option, whether vested or unvested, was assumed by Capricor Therapeutics in accordance with the terms of (i) the 2006 Stock Option Plan, (ii) the 2012 Restated Equity Incentive Plan, or (iii) the 2012 Non-Employee Director Stock Option Plan, as applicable, and the stock option agreement under which each such option was issued. All rights with respect to Capricor Common Stock under outstanding Capricor options were converted into rights with respect to Capricor Therapeutics Common Stock. | ||||||||||||||
Basis of Consolidation | ' | |||||||||||||
Basis of Consolidation | ||||||||||||||
Our consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | ||||||||||||||
Development Stage Activities | ' | |||||||||||||
Development Stage Activities | ||||||||||||||
The Company is a development stage enterprise since it has not yet generated any revenue from the sale of products and, through December 31, 2013, its efforts have been principally devoted to developing its licensed technologies, recruiting personnel, developing its intellectual property portfolio, and raising capital. Accordingly, the accompanying financial statements have been prepared in accordance with the provisions of Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” The Company has experienced net losses since its inception and has an accumulated deficit of approximately $16.1 million at December 31, 2013. The Company expects to incur substantial and increasing losses and have negative net cash flows from operating activities as it expands its technology portfolio and engages in further research and development activities, particularly the conducting of pre-clinical and clinical trials. | ||||||||||||||
Liquidity | ' | |||||||||||||
Liquidity | ||||||||||||||
The Company has historically financed its operations from equity financings. Since 2005, Capricor has used equity financed cash, government grant income and a CIRM loan award to finance its research and development activities as well as operational expenses. | ||||||||||||||
Cash resources consisting of cash, cash equivalents and marketable securities as of December 31, 2013 were approximately $2.1 million, compared to $4.4 million as of December 31, 2012. Additionally, on January 7, 2014, Capricor received $12.5 million from Janssen Biotech, Inc. pursuant to the terms of the Collaboration Agreement and Exclusive License Option entered into on December 27, 2013. Furthermore, the Company will need substantial additional financing in the future until it can achieve profitability, if ever. The Company’s continued operations will depend on its ability to raise additional funds through various potential sources, such as equity and debt financing, or to license its compounds to another pharmaceutical company. The Company will continue to fund operations from cash on hand and through sources of capital similar to those previously described, as well as government funded grants, and/or loans. | ||||||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates. | ||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. | ||||||||||||||
Property and Equipment | ' | |||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are stated at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation is computed using the straight-line method over the related estimated useful lives. | ||||||||||||||
Description | Estimated Useful Life | |||||||||||||
Office equipment, lab equipment and furniture | 5 – 7 years | |||||||||||||
Government Research Grants | ' | |||||||||||||
Government Research Grants | ||||||||||||||
Government research grants that provide funding for research and development activities are recognized as income when the related expenses are incurred, when applicable. | ||||||||||||||
Restricted Cash | ' | |||||||||||||
Restricted Cash | ||||||||||||||
As of December 31, 2013, restricted cash represents funds received under Capricor’s Loan Agreement with the California Institute for Regenerative Medicine (“CIRM”) (see note 2 below), to be allocated to the ALLSTAR clinical trial research costs as incurred. | ||||||||||||||
Marketable Securities | ' | |||||||||||||
Marketable Securities | ||||||||||||||
At December 31, 2013, marketable securities consist primarily of United States treasuries. These investments are considered available-for-sale. Realized gains and losses on the sale of debt and equity securities are determined on the specific identification method. Unrealized gains and losses are presented as other comprehensive income (loss). | ||||||||||||||
Intangible Assets | ' | |||||||||||||
Intangible Assets | ||||||||||||||
Amounts attributable to intellectual property consist primarily of the costs associated with the acquisition of certain technologies, patents, patents pending, and related intangible assets with respect to research and development activities. These long-term assets are stated at cost and are being amortized on a straight-line basis over the respective estimated useful lives of the assets ranging from five to fifteen years beginning on the date the patents become effective. Amortization expense was $4,330, $4,330 and $ 297,196 for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013, respectively. Future amortization expense for the next five years is estimated to be $4,330 per year. At December 31, 2013, the Company had $194,732 attributable to pending patents for which amortization has not begun. | ||||||||||||||
As a result the merger, the Company recorded $1.5 million as in-process research and development, a component of intangible assets. An external valuation was performed to establish the value of the intellectual property primarily from licensed assets from the Mayo Foundation for Medical Education and Research that are currently being evaluated internally for future development plans. As of December 31, 2013, the Company has not begun amortizing the in-process research and development. | ||||||||||||||
Long-Lived Assets | ' | |||||||||||||
Long-Lived Assets | ||||||||||||||
The Company accounts for the impairment and disposition of long-lived assets in accordance with guidance issued by the Financial Accounting Standards Board (“FASB”). Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable, or annually. No impairment was recorded for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013. | ||||||||||||||
Goodwill | ' | |||||||||||||
Goodwill | ||||||||||||||
The Company calculates goodwill as the difference between the acquisition date fair value of the estimated consideration paid in the merger and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized but is generally subject to an impairment test annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. The Company determined the goodwill balance of $1.9 million to be impaired as of December 31, 2013, and charged such amount to other expenses. | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ||||||||||||||
Income taxes are recognized for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets are recognized for the future tax consequences of transactions that have been recognized in the Company's financial statements or tax returns. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. | ||||||||||||||
The Company uses guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the California Franchise Tax Board. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed. | ||||||||||||||
Loan Payable | ' | |||||||||||||
Loan Payable | ||||||||||||||
The Company accounts for the funds advanced under its California Institute for Regenerative Medicine (“CIRM”) Loan Agreement (note 2) as a loan payable as the eventual repayment of the loan proceeds or its forgiveness is contingent upon certain future milestones being met and other conditions. As the likelihood of whether or not the Company will ever achieve these milestones or satisfy these conditions cannot be reasonably predicted at this time, the Company records these amounts as a loan payable. | ||||||||||||||
Research and Development | ' | |||||||||||||
Research and Development | ||||||||||||||
Costs relating to the design and development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $5,197,178, $2,634,222 and $11,499,595 for the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013, respectively. | ||||||||||||||
Comprehensive Income (Loss) | ' | |||||||||||||
Comprehensive Income (Loss) | ||||||||||||||
Comprehensive income (loss) generally represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders. For the years ended December 31, 2013 and 2012 and for the period from July 5, 2005 (inception) through December 31, 2013, the Company’s comprehensive income (loss) was $20,815, $(21,795), and $(980), respectively. The Company’s other comprehensive income (loss) is related to a net unrealized gain (loss) on marketable securities. | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company accounts for stock-based employee compensation arrangements in accordance with guidance issued by the FASB, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, consultants, and directors based on estimated fair values. | ||||||||||||||
The Company estimates the fair value of stock-based compensation awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's statements of operations. | ||||||||||||||
The Company estimates the fair value of stock-based compensation awards using the Black-Scholes model. This model requires the Company to estimate the expected volatility and value of its common stock and the expected term of the stock options; all of which are highly complex and subjective variables. The variables take into consideration, among other things, actual and projected employee stock option exercise behavior. The Company calculates an average of historical volatility of similar companies as a basis for its expected volatility. Expected term is computed using the simplified method provided within Securities and Exchange Commission Staff Accounting Bulletin No. 110. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the options. | ||||||||||||||
Earnings (Loss) per Share | ' | |||||||||||||
Earnings (Loss) per Share | ||||||||||||||
Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares, which primarily consist of stock options issued to employees and warrants issued to third parties, have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. | ||||||||||||||
For the year ended December 31, 2013 and December 31, 2012, warrants and options to purchase 5,220,800 and 5,413,413 shares, respectively, have been excluded from the computation of potentially dilutive securities. | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ||||||||||||||
Assets and liabilities recorded at fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows: | ||||||||||||||
Level Input: | Input Definition: | |||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in | |||||||||||||
active markets at the measurement date. | ||||||||||||||
Level II | Inputs, other than quoted prices included in Level I, that are observable | |||||||||||||
for the asset or liability through corroboration with market data at the | ||||||||||||||
measurement date. | ||||||||||||||
Level III | Unobservable inputs that reflect management's best estimate of what | |||||||||||||
market participants would use in pricing the asset or liability at the | ||||||||||||||
measurement date. | ||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 and 2012 for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||
December 31, 2013 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Marketable securities | $ | 326,494 | $ | - | $ | - | $ | 326,494 | ||||||
December 31, 2012 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Marketable securities | $ | 4,192,726 | $ | - | $ | - | $ | 4,192,726 | ||||||
Carrying amounts reported in the balance sheet of cash and cash equivalents, grants receivable and accounts payable and accrued expenses, approximate fair value due to their relatively short maturity. The carrying amounts of the Company’s marketable securities approximate fair value based on market quotations from national exchanges at the balance sheet date. Interest and dividend income are recognized separately on the income statement based on classifications provided by the brokerage firm holding the investments. The fair value of borrowings is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions. | ||||||||||||||
Warrant Liability | ' | |||||||||||||
Warrant Liability | ||||||||||||||
The Company accounts for some of its warrants issued in accordance with the guidance on Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which provides that the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. The fair value of warrants is estimated by management using Black-Scholes. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other income or expense. Prior to the merger between Nile and Capricor, the Company and holders of warrants to purchase shares of common stock entered into agreements pursuant to which such holders agreed to receive an aggregate of 59,546 shares of the Company’s common stock in exchange for the cancellation and surrender of their warrants. No proceeds were received by the Company from these issuances. Management has determined the value of warrant liability to be insignificant at December 31, 2013. | ||||||||||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Preliminary Allocation Of Purchase Price | ' | |||||||||||||
The following table summarizes the preliminary allocation of the purchase price on November 20, 2013 to the estimated fair values of the assets acquired and liabilities assumed in the merger: | ||||||||||||||
Cash | $ | 664 | ||||||||||||
Prepaid expenses | 25,639 | |||||||||||||
In-process research and development | 1,500,000 | |||||||||||||
Accounts payable and accrued expenses | -269,303 | |||||||||||||
Net assets acquired | 1,257,000 | |||||||||||||
Goodwill | 1,919,000 | |||||||||||||
Total consideration | $ | 3,176,000 | ||||||||||||
Property And Equipment | ' | |||||||||||||
Property and equipment are stated at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation is computed using the straight-line method over the related estimated useful lives. | ||||||||||||||
Description | Estimated Useful Life | |||||||||||||
Office equipment, lab equipment and furniture | 5 – 7 years | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 and 2012 for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||
December 31, 2013 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Marketable securities | $ | 326,494 | $ | - | $ | - | $ | 326,494 | ||||||
December 31, 2012 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Marketable securities | $ | 4,192,726 | $ | - | $ | - | $ | 4,192,726 | ||||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Outstanding Warrants to Purchase Shares of the Companybs Common Stock | ' | ||||||||||
The following schedule represents warrant activity for the year ended December 31, 2013: | |||||||||||
Warrants | Weighted Average Exercise Price | ||||||||||
Outstanding at January 1, 2013 | 1,733,599 | $ | 3.38 | ||||||||
Cancelled | -1,733,599 | 3.38 | |||||||||
Assumed from merger | 81,237 | 63.33 | |||||||||
Granted | 251,044 | 2.27 | |||||||||
Outstanding at December 31, 2013 | 332,281 | $ | 17.2 | ||||||||
Stock Options | ' | ||||||||||
Stock Options, Valuation Assumptions | ' | ||||||||||
The following assumptions we used for stock options issued in the year ended December 31, 2013 and December 31, 2012: | |||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||
Expected volatility | 118 | % | 100 | % | |||||||
Expected term | 0.1-7 years | 5-7 years | |||||||||
Dividend yield | 0 | % | 0 | % | |||||||
Risk-free interest rates | 0.13-2.3 | % | 0.63-1.34 | % | |||||||
Employee Stock-based Compensation Costs | ' | ||||||||||
Employee stock-based compensation costs for the year ended December 31, 2013 and 2012 and for the cumulative period from July 5, 2005 (inception) through December 31, 2013, are as follows: | |||||||||||
Period from | |||||||||||
July 5, 2005 (inception) | |||||||||||
Year ended December 31, | through | ||||||||||
2013 | 2012 | December 31, 2013 | |||||||||
General and administrative | $ | 263,593 | $ | 332,347 | $ | 666,123 | |||||
Information about Stock Options Outstanding and Exercisable | ' | ||||||||||
The following table summarizes information about stock options outstanding and exercisable at December 31, 2013: | |||||||||||
Shares Outstanding | |||||||||||
Range of Ex. Prices | Shares Outstanding | WA Term (yrs.) | WA Exercise Price | ||||||||
$0.16 - $0.19 | 100,627 | 4.8 | $ | 0.17 | |||||||
$0.30 - $0.37 | 4,709,838 | 8.36 | $ | 0.36 | |||||||
$0.87 | 56,021 | 4.95 | $ | 0.87 | |||||||
$18.50 - $28.50 | 10,330 | 1.89 | $ | 23.43 | |||||||
$34.00 - $44.50 | 11,703 | 0.59 | $ | 43.6 | |||||||
4,888,519 | 8.22 | $ | 0.51 | ||||||||
Shares Exercisable | |||||||||||
Range of Ex. Prices | Shares Exercisable | WA Term (yrs.) | WA Exercise Price | ||||||||
$0.16 - $0.19 | 96,487 | 4.71 | $ | 0.17 | |||||||
$0.30 - $0.37 | 2,360,885 | 8.08 | $ | 0.37 | |||||||
$0.87 | 56,021 | 4.95 | $ | 0.87 | |||||||
$18.50 - $28.50 | 10,330 | 1.89 | $ | 23.43 | |||||||
$34.00 - $44.50 | 11,703 | 0.59 | $ | 43.6 | |||||||
2,535,426 | 7.83 | $ | 0.67 | ||||||||
Schedule of Summarizing Stock Option Activity | ' | ||||||||||
The following is a schedule summarizing stock option activity for the year ended December 31, 2013: | |||||||||||
Number of Options | Weighted Average Exercise Price | ||||||||||
Outstanding at January 1, 2013 | 3,679,814 | $ | 0.37 | ||||||||
Granted | 1,186,672 | 0.31 | |||||||||
Assumed from merger | 22,033 | 34.15 | |||||||||
Exercised | - | - | |||||||||
Outstanding at December 31, 2013 | 4,888,519 | $ | 0.51 | ||||||||
Exercisable at December 31, 2013 | 2,535,426 | $ | 0.67 | ||||||||
ORGANIZATION_AND_SUMMARY_OF_SI3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' |
Cash | $664 |
Prepaid expenses | 25,639 |
In-process research and development | 1,500,000 |
Accounts payable and accrued expenses | -269,303 |
Net assets acquired | 1,257,000 |
Goodwill | 1,919,000 |
Total consideration | $3,176,000 |
ORGANIZATION_AND_SUMMARY_OF_SI4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Maximum [Member] | ' |
Property And Equipment Useful Life [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Minimum [Member] | ' |
Property And Equipment Useful Life [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
ORGANIZATION_AND_SUMMARY_OF_SI5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Measurements, Recurring and Nonrecurring [Line Items] | ' | ' |
Marketable Securities | $326,494 | $4,192,726 |
Level 1[Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring [Line Items] | ' | ' |
Marketable Securities | 326,494 | 4,192,726 |
Level 2[Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring [Line Items] | ' | ' |
Marketable Securities | 0 | 0 |
Level 3[Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring [Line Items] | ' | ' |
Marketable Securities | $0 | $0 |
ORGANIZATION_AND_SUMMARY_OF_SI6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 102 Months Ended | 1 Months Ended | 12 Months Ended | |||
Nov. 20, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 20, 2013 | Nov. 20, 2013 | |
Subsequent Event [Member] | Warrant [Member] | Capricor stockholders [Member] | Nile stockholders [Member] | |||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders Equity, Reverse Stock Split | '1-for-50 | '1-for-50 | ' | ' | ' | ' | ' | ' |
Common Stock Shares Authorized | 50,000,000 | 50,000,000 | 100,000,000 | 50,000,000 | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' |
Development Stage Enterprise, Deficit Accumulated During Development Stage | ' | $16,098,535 | $7,206,611 | $16,098,535 | ' | ' | ' | ' |
unamortised Patents | ' | 194,732 | ' | 194,732 | ' | ' | ' | ' |
Amortization of Intangible Assets | ' | 4,330 | 4,330 | 297,196 | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | ' | 4,330 | ' | 4,330 | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | ' | 4,330 | ' | 4,330 | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | ' | 4,330 | ' | 4,330 | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | ' | 4,330 | ' | 4,330 | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | ' | 4,330 | ' | 4,330 | ' | ' | ' | ' |
Research and Development in Process | ' | 1,500,000 | ' | ' | ' | ' | ' | ' |
Income Tax Examination, Penalties and Interest Expense, Total | ' | 0 | 0 | 0 | ' | ' | ' | ' |
Research and Development Expense, Total | ' | 5,197,178 | 2,634,222 | 11,499,595 | ' | ' | ' | ' |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | ' | -980 | -21,795 | 20,815 | ' | ' | ' | ' |
Percentage of Holding on Common Stock Effective After Consummation of Merger on Fully Dilutive Basis | ' | ' | ' | ' | ' | ' | 90.00% | 10.00% |
Number of Rights Offer for each Share as per Merger Agreement | ' | 2.07 | ' | ' | ' | ' | ' | ' |
Cash, Cash Equivalents, and Short-term Investments, Total | ' | 2,100,000 | 4,400,000 | 2,100,000 | ' | ' | ' | ' |
Proceeds From Development Fee | ' | ' | ' | ' | 12,500,000 | ' | ' | ' |
Goodwill, Impairment Loss | ' | 1,919,000 | 0 | 1,919,000 | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 5,220,800 | 5,413,413 | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | ' | 1,257,000 | ' | 1,257,000 | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | ' | $3,176,000 | ' | $3,176,000 | ' | ' | ' | ' |
Common Stock Issued to Certain Warrant Holders for Cancellation of Certain Warrants | ' | ' | ' | ' | ' | 59,546 | ' | ' |
LOAN_PAYABLE_Details_Textual
LOAN PAYABLE (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 102 Months Ended | |||
Jul. 08, 2013 | Feb. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 05, 2013 | |
LOAN PAYABLE [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Long-term Debt, Total | ' | ' | $3,925,066 | $0 | $3,925,066 | ' |
Interest Expense, Total | ' | ' | 58,134 | 0 | 58,134 | ' |
CIRM Loan Agreement [Member] | ' | ' | ' | ' | ' | ' |
LOAN PAYABLE [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | 19,782,136 |
Maximum Payback Percentage of Loan Amount to be Paid upon Achievement of Certain Revenue Thresholds | ' | ' | 500.00% | ' | ' | ' |
Base Rate for Computation of Interest Rate | ' | ' | 2.00% | ' | ' | ' |
Increase In Base Rate after Fifth Year for Computation of Interest Rate | ' | ' | 1.00% | ' | ' | ' |
Maximum Increase In Base Rate in Tenth Year for Computation of Interest Rate | ' | ' | 5.00% | ' | ' | ' |
Annual Amount to be Deducted from Loan for Due Diligence Costs | ' | ' | 16,667 | ' | 16,667 | ' |
Deferred Finance Costs, Noncurrent, Gross | ' | ' | 36,667 | ' | 36,667 | ' |
Amortization of Financing Costs | ' | ' | 6,722 | 0 | 6,722 | ' |
Deferred Finance Costs, Noncurrent, Net | ' | ' | 29,945 | ' | 29,945 | ' |
Amortization Period of Finance Cost | ' | ' | '4 years 1 month 6 days | ' | ' | ' |
Proceeds from Issuance of Long-term Debt, Total | 3,067,799 | 857,267 | ' | ' | ' | ' |
Debt Instrument, Interest Rate at Period End | 2.45% | 2.77% | ' | ' | ' | ' |
Interest Expense, Total | ' | ' | $58,134 | ' | $58,134 | ' |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDER'S EQUITY (Details Textual) (USD $) | Dec. 31, 2013 | Nov. 20, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred Stock [Member] | Common Stock [Member] | Series A-1 [Member] | Series A-2 [Member] | Series A-3 [Member] | Series A-3 [Member] | ||||
Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 5,000,000 | 10,000,000 | 5,426,844 | ' | 940,000 | 736,844 | ' | 3,750,000 |
Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | 940,000 | 736,844 | ' | 1,500,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | 6,591,494 | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' |
Preferred Stock, Par or Stated Value Per Share | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Proceeds from Issuance of Preferred Stock and Preference Stock | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' |
Common Stock Shares Outstanding | 11,687,747 | ' | 10,351,294 | ' | 11,687,747 | ' | ' | ' | ' |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' |
Warrants Outstanding at January 1, 2013 | 1,733,599 |
Warrants Cancelled | -1,733,599 |
Warrants Assumed from merger | 81,237 |
Warrants Granted | 251,044 |
Warrants Outstanding at December 31, 2013 | 332,281 |
Weighted Average Exercise Price Outstanding at January 1, 2013 | 3.38 |
Weighted Average Exercise Price Cancelled | $3.38 |
Weighted Average Exercise Price Assumed from merger | $63.33 |
Weighted Average Exercise Price Granted | $2.27 |
Weighted Average Exercise Price Outstanding at December 31, 2013 | 17.2 |
STOCK_OPTIONS_AND_WARRANTS_Det1
STOCK OPTIONS AND WARRANTS (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Expected volatility | 118.00% | 100.00% |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Expected term | '7 years | '7 years |
Risk-free interest rates | 2.30% | 1.34% |
Minimum [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Expected term | '1 month 6 days | '5 years |
Risk-free interest rates | 0.13% | 0.63% |
STOCK_OPTIONS_AND_WARRANTS_Det2
STOCK OPTIONS AND WARRANTS (Details 2) (General and Administrative Expense [Member], USD $) | 12 Months Ended | 102 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
General and Administrative Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation cost | $263,593 | $332,347 | $666,123 |
STOCK_OPTIONS_AND_WARRANTS_Det3
STOCK OPTIONS AND WARRANTS (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Outstanding, Shares | 4,888,519 |
Outstanding, Weighted-Average Term | '8 years 2 months 19 days |
Outstanding, Weighted-Average Exercise Price | $0.51 |
Exercisable, Total Shares | 2,535,426 |
Exercisable, Weighted-Average Term | '7 years 9 months 29 days |
Exercisable, Weighted-Average Exercise Price | $0.67 |
Range One [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, lower range | $0.16 |
Range of Exercise Prices, upper range | $0.19 |
Outstanding, Shares | 100,627 |
Outstanding, Weighted-Average Term | '4 years 9 months 18 days |
Outstanding, Weighted-Average Exercise Price | $0.17 |
Exercisable, Total Shares | 96,487 |
Exercisable, Weighted-Average Term | '4 years 8 months 16 days |
Exercisable, Weighted-Average Exercise Price | $0.17 |
Range Two [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, lower range | $0.30 |
Range of Exercise Prices, upper range | $0.37 |
Outstanding, Shares | 4,709,838 |
Outstanding, Weighted-Average Term | '8 years 4 months 10 days |
Outstanding, Weighted-Average Exercise Price | $0.36 |
Exercisable, Total Shares | 2,360,885 |
Exercisable, Weighted-Average Term | '8 years 29 days |
Exercisable, Weighted-Average Exercise Price | $0.37 |
Range Three [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, upper range | $0.87 |
Outstanding, Shares | 56,021 |
Outstanding, Weighted-Average Term | '4 years 11 months 12 days |
Outstanding, Weighted-Average Exercise Price | $0.87 |
Exercisable, Total Shares | 56,021 |
Exercisable, Weighted-Average Term | '4 years 11 months 12 days |
Exercisable, Weighted-Average Exercise Price | $0.87 |
Range Four [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, lower range | $18.50 |
Range of Exercise Prices, upper range | $28.50 |
Outstanding, Shares | 10,330 |
Outstanding, Weighted-Average Term | '1 year 10 months 20 days |
Outstanding, Weighted-Average Exercise Price | $23.43 |
Exercisable, Total Shares | 10,330 |
Exercisable, Weighted-Average Term | '1 year 10 months 20 days |
Exercisable, Weighted-Average Exercise Price | $23.43 |
Range Five [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, lower range | $34 |
Range of Exercise Prices, upper range | $44.50 |
Outstanding, Shares | 11,703 |
Outstanding, Weighted-Average Term | '7 months 2 days |
Outstanding, Weighted-Average Exercise Price | $43.60 |
Exercisable, Total Shares | 11,703 |
Exercisable, Weighted-Average Term | '7 months 2 days |
Exercisable, Weighted-Average Exercise Price | $43.60 |
STOCK_OPTIONS_AND_WARRANTS_Det4
STOCK OPTIONS AND WARRANTS (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Options | ' |
Outstanding at January 1, 2013 | 3,679,814 |
Granted | 1,186,672 |
Shares Stock Options Assumed From Merger | 22,033 |
Exercised | 0 |
Outstanding at December 31, 2013 | 4,888,519 |
Exercisable at December 31, 2013 | 2,535,426 |
Exercise Price | ' |
Outstanding at January 1, 2013 | $0.37 |
Granted | $0.31 |
Weighted Average Exercise Price Assumed From Merger | $34.15 |
Exercised | $0 |
Outstanding at December 31, 2013 | $0.51 |
Exercisable at December 31, 2013 | $0.67 |
STOCK_OPTIONS_AND_WARRANTS_Det5
STOCK OPTIONS AND WARRANTS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Nov. 20, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 26, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2009 | Apr. 30, 2012 | Dec. 31, 2011 | Apr. 30, 2010 | Apr. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2011 | Apr. 30, 2012 | Dec. 31, 2011 | Apr. 30, 2010 | Jul. 31, 2009 | Jul. 31, 2009 | Jul. 31, 2009 | Apr. 30, 2010 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | |
Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | July 2009 private placement [Member] | July 2009 private placement [Member] | ||||
Stock Option Plan 2005 [Member] | Stock Option Plan 2012 [Member] | Non-Employee Director Plan 2012 [Member] | April 2010 Offering [Member] | April 2010 Offering [Member] | 2011 Offering [Member] | April 2012 financing [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||||||||
Period Issuance 01 Investors [Member] | Period Issuance 02 Investors [Member] | Period Issuance 03 Investors [Member] | April 2010 Offering [Member] | 2011 Offering [Member] | ||||||||||||||||||||||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 17.2 | 3.38 | ' | ' | ' | ' | ' | ' | ' | ' | 30 | 47 | 47 | ' | ' | 25 | 30 | 47 | 62.5 | 85.5 | 114 | ' | ' | 94 | 68.75 |
Warrant Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,850 | ' | 50,000 | 50,250 | ' | ' | ' | ' | ' | 7,800 | 5,000 | ' | 26,693 |
Class Of Warrant Or Right Exercises In Period Weighted Average Exercise Price Of Warrants Or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.2725 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | 332,281 | 1,733,599 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,650 | ' | 187 | ' | ' | ' | ' | ' | ' | ' | ' | 28,400 |
Stock Issued During Period, Shares, Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,827 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,457 | 13,457 | 26,913 | ' | ' | ' | 4,366 |
Percentage of Total Warrant Shares Issued to Investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | 50.00% | ' | ' | ' | ' |
Percentage Of Closing Bid Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200.00% | ' | ' | ' | ' |
Stock Issued During Period Shares Common Stock Warrants | ' | ' | ' | ' | ' | ' | ' | ' | 317 | ' | ' | ' | ' | ' | ' | 9,166 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants Cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,063 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants Exchanged For common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,063 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | ' | ' | ' | ' | 190,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | 4,149,710 | 2,697,311 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | ' | ' | ' | $600,539 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | '2 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | ' | 4,888,519 | 3,679,814 | 4,888,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | ' | 1,186,672 | ' | 1,186,672 | 2,942,207 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 251,044 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued to Purchase Common Stock | 251,044 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike Price of Warrants Issued to Purchase Common Stock | $2.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | $0.53 | $0.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONCENTRATIONS_Details_Textual
CONCENTRATIONS (Details Textual) (USD $) | Dec. 31, 2013 |
CONCENTRATIONS [Line Items] | ' |
Cash, FDIC Insured Amount | $250,000 |
Cash, Uninsured Amount | $3,274,631 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 12 Months Ended | 102 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Leases Monthly Payments For First Twelve Months | $16,620 | ' | $16,620 |
Leases Monthly Payments For Second Twelve Months | 17,285 | ' | 17,285 |
Unrealated Party [Member] | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating Leases, Rent Expense | 154,536 | 61,782 | 216,318 |
Related party [Member] | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating Leases, Rent Expense | $54,648 | $54,648 | $323,334 |
LICENSE_AGREEMENTS_Details_Tex
LICENSE AGREEMENTS (Details Textual) (USD $) | 1 Months Ended | 13 Months Ended | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | |
Completion of Phase One [Member] | Obtention of FDA Approval [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Development Fee | ' | ' | ' | ' | ' | $12,500,000 | ' |
Additional Milestone Payments to be Received Contingent upon Exercise of Options | ' | ' | ' | ' | ' | ' | 325 |
Common Stock Issued as Additional Consideration for Grant of Certain Rights | ' | ' | ' | ' | ' | ' | 18,000 |
Research and Development Arrangement, Contract to Perform for Others, Compensation Earned | 195,500 | 1,550,000 | ' | ' | ' | ' | ' |
Milestone Payments To be Made Upon Successful Completion of Certain Phases | ' | ' | ' | 100,000 | 1,000,000 | ' | ' |
Accrued Milestone Payments | ' | ' | $100,000 | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 31-May-12 | Dec. 31, 2013 | Mar. 24, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | |||
Sublease Agreement with Frank Litvack [Member] | Sublease Agreement with Frank Litvack [Member] | Sublease Agreement with Frank Litvack [Member] | Sublease Agreement with Frank Litvack [Member] | Consulting Agreement with Frank Litvack [Member] | Consulting Agreement with Frank Litvack [Member] | Subsequent Event | Sub-Award Agreement with CSMC [Member] | Sub-Award Agreement with CSMC [Member] | Sub-Award Agreement with CSMC [Member] | Transaction other than Sub-Award Agreement [Member] | Transaction other than Sub-Award Agreement [Member] | |||
Consulting Agreement with Frank Litvack [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Description of Transaction | ' | ' | 'Beginning May 1, 2012, pursuant to a sublease agreement, Capricor subleased part of its office space to Frank Litvack, the Companys Executive Chairman, for $2,500 per month. | ' | ' | ' | 'Effective May 1, 2012 Frank Litvack, the Companys Executive Chairman entered into a consulting agreement for $4,000 per month for consulting services. | ' | ' | ' | 'Effective January 30, 2012, Capricor, Inc. entered into a sub-award agreement with CSMC. | ' | ' | ' |
Monthly Rent from Related Party | ' | ' | $2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental Income, Nonoperating | ' | ' | ' | 30,000 | 20,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly Consulting Fees to Related Party | ' | ' | ' | ' | ' | ' | 4,000 | ' | 10,000 | ' | ' | ' | ' | ' |
Increased Monthly Consulting Fees to Related Party | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Sub-Award Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 249,019 | 244,069 | 503,899 | ' | ' |
Accounts Payable and Accrued Expenses Related Party Current | 382,142 | 164,484 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 382,142 | 164,484 |
Sub Awards Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | $41,855 | ' | $41,855 | ' | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2014 |
Janssen Biotech, Inc. [Member] | ' |
Subsequent Event [Line Items] | ' |
Proceeds From Development Fee | $12.50 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Proceeds From Development Fee | $12.50 |