Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 13, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | CAPRICOR THERAPEUTICS, INC. | ||
Entity Central Index Key | 1133869 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | CAPR | ||
Entity Common Stock, Shares Outstanding | 16,221,985 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $13,677,814 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash and cash equivalents | $8,034,765 | $1,729,537 |
Marketable securities | 0 | 326,494 |
Restricted cash | 2,977,024 | 1,401,859 |
Grant receivable | 360,233 | 0 |
Prepaid expenses and other current assets | 235,523 | 222,950 |
TOTAL CURRENT ASSETS | 11,607,545 | 3,680,840 |
PROPERTY AND EQUIPMENT, net | 229,455 | 74,187 |
OTHER ASSETS | ||
Intangible assets, net of accumulated amortization of $49,930 and $39,197, respectively | 239,752 | 257,152 |
In-process research and development, net of accumulated amortization of $0 | 1,500,000 | 1,500,000 |
Other assets | 55,320 | 25,728 |
TOTAL ASSETS | 13,632,072 | 5,537,907 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,699,254 | 1,628,925 |
Accounts payable and accrued expenses, related party | 433,712 | 423,997 |
Deferred revenue, current | 4,166,667 | 0 |
TOTAL CURRENT LIABILITIES | 6,299,633 | 2,052,922 |
LONG-TERM LIABILITIES | ||
Deferred revenue, net of current portion | 4,166,666 | 0 |
Loan payable | 9,155,857 | 3,961,733 |
Accrued interest | 258,639 | 58,134 |
TOTAL LONG-TERM LIABILITIES | 13,581,162 | 4,019,867 |
TOTAL LIABILITIES | 19,880,795 | 6,072,789 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 50,000,000 shares authorized, 11,707,051 and 11,687,747 shares issued and outstanding, respectively | 11,707 | 11,687 |
Additional paid-in capital | 16,054,697 | 15,552,946 |
Accumulated other comprehensive loss | 0 | -980 |
Accumulated deficit | -22,315,127 | -16,098,535 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -6,248,723 | -534,882 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $13,632,072 | $5,537,907 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Net of accumulated amortization (in dollars) | $49,930 | $39,197 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 11,707,051 | 11,687,747 |
Common stock, shares outstanding | 11,707,051 | 11,687,747 |
In Process Research and Development [Member] | ||
Net of accumulated amortization (in dollars) | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
INCOME | ||
Collaboration income | $4,166,667 | $0 |
Grant income | 620,033 | 503,233 |
TOTAL INCOME | 4,786,700 | 503,233 |
OPERATING EXPENSES | ||
Research and development | 7,787,384 | 5,197,178 |
General and administrative | 3,017,301 | 2,208,955 |
TOTAL OPERATING EXPENSES | 10,804,685 | 7,406,133 |
LOSS FROM OPERATIONS | -6,017,985 | -6,902,900 |
OTHER INCOME (EXPENSE) | ||
Investment income (loss) | 1,898 | -11,890 |
Interest expense | -200,505 | -58,134 |
Impairment of goodwill | 0 | -1,919,000 |
TOTAL OTHER INCOME (EXPENSE) | -198,607 | -1,989,024 |
NET LOSS | -6,216,592 | -8,891,924 |
OTHER COMPREHENSIVE GAIN (LOSS) | ||
Net unrealized gain on marketable securities | 980 | 20,815 |
COMPREHENSIVE LOSS | ($6,215,612) | ($8,871,109) |
Net loss per share, basic and diluted (in dollars per share) | ($0.53) | ($0.85) |
Weighted average number of shares, basic and diluted (in shares) | 11,696,980 | 10,501,416 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription receivable [Member] | Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
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 |
Stock-based compensation (in shares) | 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 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 | |||||
Stock-based compensation | 496,939 | 5 | 496,934 | 0 | 0 | 0 |
Stock-based compensation (in shares) | 4,165 | |||||
Unrealized gain on marketable securities | 980 | 0 | 0 | 0 | 980 | 0 |
Stock options and awards exercised | 4,832 | 15 | 4,817 | 0 | 0 | 0 |
Stock options and awards exercised (in shares) | 15,139 | |||||
Net loss | -6,216,592 | 0 | 0 | 0 | 0 | -6,216,592 |
Balance at Dec. 31, 2014 | ($6,248,723) | $11,707 | $16,054,697 | $0 | $0 | ($22,315,127) |
Balance (in shares) at Dec. 31, 2014 | 11,707,051 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($6,216,592) | ($8,891,924) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 41,896 | 26,923 |
Impairment of goodwill | 0 | 1,919,000 |
Stock-based compensation | 496,939 | 263,593 |
Change in assets - (increase) decrease: | ||
Restricted cash | -1,575,165 | -1,401,859 |
Grants receivable | -360,233 | 767,163 |
Prepaid expenses and other current assets | -12,573 | -136,589 |
Other assets | -29,592 | -5,105 |
Change in liabilities - increase (decrease): | ||
Accounts payable and accrued expenses | 70,329 | 1,072,222 |
Accounts payable and accrued expenses, related party | 9,715 | 184,441 |
Accrued interest | 200,505 | 58,134 |
Deferred revenue | 8,333,333 | 0 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 958,562 | -6,144,001 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of marketable securities | 0 | -226,998 |
Proceeds from sales and maturities of marketable securities | 327,474 | 4,114,045 |
Purchases of property and equipment | -186,431 | -56,115 |
Other investing activities, net | 0 | -52,566 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 141,043 | 3,778,366 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan payable, net | 5,200,791 | 3,925,066 |
Proceeds from stock options and awards | 4,832 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,205,623 | 3,925,066 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 6,305,228 | 1,559,431 |
Cash and cash equivalents balance at beginning of period | 1,729,537 | 170,106 |
Cash and cash equivalents balance at end of period | 8,034,765 | 1,729,537 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid in cash | 0 | 0 |
Income taxes paid in cash | $0 | $0 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1 | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Description of Business | ||||||||||||||
The mission of Capricor Therapeutics, Inc., a Delaware corporation (referred to herein as “Capricor Therapeutics” or the “Company”), is to improve the treatment of diseases by commercializing innovative therapies, with a primary focus on cardiovascular diseases. Capricor, Inc., a privately-held company and a wholly-owned subsidiary of Capricor Therapeutics (referred to herein as “Capricor”), 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 between Capricor and a subsidiary of Nile Therapeutics, Inc., a Delaware corporation (“Nile”), on November 20, 2013, Capricor became a wholly-owned subsidiary of Nile and Nile formally changed its name to Capricor Therapeutics, Inc. Capricor Therapeutics, together with its subsidiary, Capricor, currently has six 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, 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 exchange ratio established in the Merger, which reflects the number of shares Capricor Therapeutics issued to equity holders of Capricor as a result of the Merger. The retroactive adjustment 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 goodwill recorded for the Merger was $1,919,000. | ||||||||||||||
The following table summarizes the 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, 2014. | ||||||||||||||
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 option 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. | ||||||||||||||
Liquidity | ||||||||||||||
The Company has historically financed its research and development activities as well as operational expenses from equity financings, government grants, a payment from Janssen Biotech, Inc. (“Janssen”) and a loan award from the California Institute for Regenerative Medicine (“CIRM”). Cash resources consisting of cash, cash equivalents and marketable securities as of December 31, 2014 were approximately $8.0 million, as compared to $2.1 million as of December 31, 2013. On January 7, 2014, Capricor received $12.5 million from Janssen pursuant to the terms of the Collaboration Agreement and Exclusive License Option entered into on December 27, 2013 by and between the Company and Janssen. | ||||||||||||||
In January 2015, the Company entered into a Share Purchase Agreement with select investors, pursuant to which the Company issued an aggregate of 2,839,045 shares of its common stock at a price per share of $3.523 for an aggregate purchase price of approximately $10,000,000 (see Note 9 – “Subsequent Events”). | ||||||||||||||
In February 2015, the Company entered into a Share Purchase Agreement with select investors, pursuant to which the Company issued an aggregate of 1,658,822 shares of its common stock at a price per share of $4.25 for an aggregate purchase price of approximately $7,050,000 (see Note 9 – “Subsequent Events”). | ||||||||||||||
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. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. 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. | ||||||||||||||
Restricted Cash | ||||||||||||||
As of December 31, 2014, restricted cash represented funds received under Capricor’s Loan Agreement with CIRM (see Note 2 – “Loan Payable”), which are to be allocated to the ALLSTAR clinical trial research costs as incurred. | ||||||||||||||
Marketable Securities | ||||||||||||||
The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company’s marketable securities are considered as available-for-sale and carried at estimated fair values. Realized gains and losses on the sale of debt and equity securities are determined on the specific identification method. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. | ||||||||||||||
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 of the asset, which range from five to seven years. Leasehold improvements are depreciated on a straight-line basis over the shorter of the useful life of the asset or the lease term. | ||||||||||||||
Property and equipment consisted of the following at December 31: | ||||||||||||||
2014 | 2013 | |||||||||||||
Furniture and fixtures | $ | 38,850 | $ | 38,850 | ||||||||||
Laboratory equipment | 278,453 | 115,766 | ||||||||||||
Leasehold improvements | 23,744 | - | ||||||||||||
341,047 | 154,616 | |||||||||||||
Less accumulated depreciation | -111,592 | -80,429 | ||||||||||||
Property and equipment, net | $ | 229,455 | $ | 74,187 | ||||||||||
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. Intellectual property 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. Also, the Company recorded capitalized loan fees as a component of intangible assets on the consolidated balance sheet (see Note 2 – “Loan Payable”). Total amortization expense was approximately $10,733 and $11,052 for the years ended December 31, 2014 and 2013, respectively. Future amortization expense for the next five years is estimated to be approximately $49,000 per year. | ||||||||||||||
As a result the merger between Capricor and Nile, the Company recorded $1.5 million as in-process research and development in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. An external valuation was performed to establish the value of the intellectual property primarily from assets licensed from the Mayo Foundation for Medical Education and Research. The in-process research and development asset is subject to impairment testing until completion or abandonment of research and development efforts associated with the project. Upon successful completion of the project, the Company will make a determination as to the then remaining useful life of the intangible asset and begin amortization. | ||||||||||||||
The Company reviews goodwill and indefinite-lived intangible assets at least annually for possible impairment. Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. As of December 31, 2014, the Company deemed the assets to not be impaired and did not begin 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 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, 2014 and 2013. | ||||||||||||||
Government Research Grants | ||||||||||||||
Government research grants that provide funding for research and development activities are recognized as income when the related expenses are incurred, as applicable. | ||||||||||||||
Income from Collaborative Agreement | ||||||||||||||
Revenue from nonrefundable, up-front license or technology access payments under license and collaborative arrangements that are not dependent on any future performance by the Company is recognized when such amounts are earned. If the Company has continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of the continuing performance obligation. | ||||||||||||||
The Company accounts for multiple element arrangements, such as license and development agreements in which a customer may purchase several deliverables, in accordance with FASB ASC Subtopic 605-25, Multiple Element Arrangements. For new or materially amended multiple element arrangements, the Company identifies the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. The Company allocates revenue to each non-contingent element based on the relative selling price of each element. When applying the relative selling price method, the Company determines the selling price for each deliverable using vendor-specific objective evidence (“VSOE”) of selling price, if it exists, or third-party evidence (“TPE”) of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, then the Company uses the best estimated selling price for that deliverable. Revenue allocated to each element is then recognized based on when the basic four revenue recognition criteria are met for each element. | ||||||||||||||
The Company determined the deliverables under its collaborative arrangement with Janssen (see Note 7 – “License Agreements”) did not meet the criteria to be considered separate accounting units for the purposes of revenue recognition. As a result, the Company is recognizing revenue from non-refundable, upfront fees ratably over the term of its performance under the agreement with Janssen. The upfront payments received, pending recognition as revenue, are recorded as deferred revenue and are classified as a short-term or long-term liability on the consolidated balance sheets of the Company and amortized over the estimated period of performance. The Company periodically reviews the estimated performance period of its contract based on the progress of its project. | ||||||||||||||
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. The Company incurred no interest or penalties for the years ended December 31, 2014 and 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 Loan Agreement with CIRM (see Note 2 – “Loan Payable”) as a loan payable as the eventual repayment of the loan proceeds or forgiveness of the loan 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. | ||||||||||||||
Rent | ||||||||||||||
Rent expense for the Company's leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The difference between the rent expense and rent paid has been recorded as deferred rent in the accounts payable and accrued expenses, related party in the consolidated balance sheet. Rent is amortized on a straight-line basis over the term of the applicable lease, without consideration of renewal options. | ||||||||||||||
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 ASC 730-10, Research and Development. Research and development costs amounted to approximately $7.8 million and $5.2 million for the years ended December 31, 2014 and 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, 2014 and 2013, the Company’s comprehensive loss was approximately $6.2 million and $8.9 million, respectively. The Company’s other comprehensive income (loss) is related to a net unrealized gain (loss) on marketable securities. For the years ended December 31, 2014 and 2013, the Company’s other comprehensive gain was $980 and $20,815, respectively. | ||||||||||||||
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 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 (“SEC”) 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. | ||||||||||||||
Basic and Diluted Loss per Share | ||||||||||||||
Basic loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted loss per share is 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 directors as well as warrants issued to third parties, have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. | ||||||||||||||
For the years ended December 31, 2014 and 2013, warrants and options to purchase 5,308,581 and 5,220,800 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 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 | ||||||
Carrying amounts reported in the balance sheet of cash and cash equivalents, grants receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturity. The carrying amounts of the Company’s marketable securities are 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 must classify the warrant instrument as a liability at its fair value and adjust the instrument to fair value at each reporting period. The fair value of warrants is estimated by management using the Black-Scholes option-pricing model. 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, 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 the warrant liability to be insignificant at December 31, 2014, and no such liability has been reflected on the balance sheet. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. | ||||||||||||||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance (“ASU 2014-10”), which eliminates the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. Additionally, ASU 2014-10 eliminates the separate requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flow and shareholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective for fiscal years beginning after December 15, 2014 and interim periods therein, with early adoption permitted. The Company adopted this guidance in the second quarter of fiscal year 2014 on a prospective basis. | ||||||||||||||
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. After review of this standard, the Company does not believe this will have a material effect on its consolidated financial statements or disclosures. | ||||||||||||||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission, did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. | ||||||||||||||
LOAN_PAYABLE
LOAN PAYABLE | 12 Months Ended | ||
Dec. 31, 2014 | |||
LOAN PAYABLE | 2 | LOAN PAYABLE | |
On February 5, 2013, Capricor entered into a Loan Agreement with CIRM, or the CIRM Loan Agreement, pursuant to which CIRM agreed to disburse $19,782,136 to Capricor over a period of approximately 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. According to the original CIRM Loan Agreement, CIRM intended to also deduct approximately $16,667 from each disbursement made in the second and third year of the loan period to cover its costs of continuing due diligence according to the payment disbursement schedule. However, in June 2014, the CIRM Loan Agreement was amended to adjust the due diligence costs which can be deducted from the disbursements. CIRM refunded approximately $6,667 to Capricor, which amount CIRM had previously withheld, and CIRM will not be permitted to withhold additional funds from the indirect costs portion of Capricor’s future disbursements. 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 terms of 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 sufficient funds available 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. The Company is also required to meet certain progress milestones set forth in the CIRM Notice of Loan Award. There is no assurance that the Company will meet its milestones under the Loan Agreement or that CIRM will not discontinue the disbursement of funds. Capricor did 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 is contingent upon the availability of funds in the California Stem Cell Research and Cures Fund in the California State Treasury, as determined by CIRM in its sole discretion. | |||
The due diligence costs are recorded as a discount on the loan and amortized to general and administrative expenses over the remaining term of the loan. As of December 31, 2014, $30,000 of loan costs were capitalized with the balance of $16,875 to be amortized over approximately 3.1 years. | |||
In February 2013, Capricor received loan proceeds of $857,267, net of loan costs. This disbursement carries interest at the initial rate of approximately 2.8% per annum. | |||
In July 2013, Capricor received its second disbursement under the loan award of $3,067,799. This disbursement carries interest at the initial rate of approximately 2.5% per annum. | |||
In April 2014, Capricor received the third disbursement under the loan award of $4,679,947. This disbursement carries interest at the initial rate of approximately 2.6% per annum. | |||
In July 2014, Capricor received the fourth disbursement under the loan award of $514,177, which includes previously deducted due diligence costs that were refunded. This disbursement carries interest at the initial rate of approximately 2.6% per annum. A portion of the principal received under the third and fourth disbursements are currently being recorded as restricted cash, due to the fact that Capricor must expend approved project costs in order to use these funds. For the years ended December 31, 2014 and 2013, interest expense under the CIRM loan was $200,505 and $58,134, respectively. | |||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | |
Dec. 31, 2014 | ||
STOCKHOLDER'S EQUITY | 3 | STOCKHOLDER’S EQUITY |
Reverse Stock Split | ||
On November 20, 2013, the Company effected a reverse split of its common stock, par value $0.001 per share, at a ratio of 1-for-50. 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, 2014, there were 11,707,051 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. 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 to common stock basis. | ||
STOCK_AWARDS_WARRANTS_AND_OPTI
STOCK AWARDS, WARRANTS AND OPTIONS | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
STOCK AWARDS, WARRANTS AND OPTIONS | 4 | STOCK AWARDS, WARRANTS AND OPTIONS | |||||||||
Warrants | |||||||||||
The following table summarizes all warrant activity for the years ended December 31, 2014 and 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 | ||||||||
Expired | -28,400 | 94 | |||||||||
Outstanding at December 31, 2014 | 303,881 | $ | 10.02 | ||||||||
The following table summarizes all outstanding warrants to purchase shares of the Company’s common stock as of December 31, 2014: | |||||||||||
At December 31, 2014 | |||||||||||
Grant Date | Warrants Outstanding | Weighted Average Exercise Price | Expiration Date | ||||||||
4/21/10 | 52,650 | $ | 47 | 4/21/15 | |||||||
4/4/12 | 187 | $ | 2.27 | 4/4/17 | |||||||
11/20/13 | 251,044 | $ | 2.27 | 11/20/18 | |||||||
303,881 | |||||||||||
Restricted Stock | |||||||||||
In August 2014, the Company granted 10,000 shares of restricted stock to one of its consultants in consideration of services to be rendered. For the year ended December 31, 2014, the Company issued 4,165 shares of that restricted common stock grant, which were valued at approximately $16,702. The fair value of the restricted stock was determined using the Company’s closing stock price on the vesting date. This restricted stock grant vested monthly over a period of one year. In February 2015, the Company terminated the agreement with the consultant effective March 2015, therefore, no additional shares will be issued pursuant to the restricted stock grant. | |||||||||||
Stock Options | |||||||||||
The Company’s Board of Directors (the “Board”) has approved four stock option plans: (i) the Amended and Restated 2005 Stock Option Plan, (the “2005 Plan”), (ii) the 2006 Stock Option Plan, (iii) the 2012 Restated Equity Incentive Plan (which has superseded the 2006 Stock Option Plan) (the “2012 Plan”), and (iv) the 2012 Non-Employee Director Stock Option Plan (the “2012 Non-Employee Director Plan”). | |||||||||||
On August 10, 2005, the Company adopted the 2005 Stock Plan. On July 26, 2010, the Company’s stockholders approved an amendment to the 2005 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 2005 Plan, incentives may be granted to officers, employees, directors, consultants and advisors. Incentives under the 2005 Plan may be granted in any one or a combination of the following forms: (i) incentive stock options and non-statutory stock options, (ii) stock appreciation rights, (iii) stock awards, (iv) restricted stock, and (v) performance shares. | |||||||||||
At the time the Merger became effective, 4,149,710 shares of common stock were reserved under the 2012 Plan for the issuance 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 of common stock that were originally reserved under the 2006 Stock Option Plan. Under the 2012 Plan, each stock option granted 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 $100,000, such options will be treated as nonstatutory stock options. | |||||||||||
At the time the Merger became effective, 2,697,311 shares of common stock were reserved under the 2012 Non-Employee Director Plan for the issuance of stock options to members of the Board whom are not employees of the Company. | |||||||||||
Each of the Company’s stock option plans are administered by the Board, 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 the 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 value of the options granted during 2014 and 2013 were approximately $4.40 and $0.53 per share, respectively. | |||||||||||
The Company estimates the fair value of each option award using the Black-Scholes option-pricing model. The Company used the following assumptions to estimate the fair value of stock options issued in the years ended December 31, 2014 and 2013: | |||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||
Expected volatility | 112%-117% | 118% | |||||||||
Expected term | 7 years | 0.1-7 years | |||||||||
Dividend yield | 0% | 0% | |||||||||
Risk-free interest rates | 2.15% - 2.23% | 0.13% - 2.30% | |||||||||
Employee and non-employee stock-based compensation expense for the years ended December 31, 2014 and 2013 was as follows: | |||||||||||
2014 | 2013 | ||||||||||
General and administrative | $ | 345,682 | $ | 263,593 | |||||||
Research and development | 134,555 | - | |||||||||
Total | $ | 480,237 | $ | 263,593 | |||||||
The following table summarizes information about stock options outstanding and exercisable at December 31, 2014: | |||||||||||
Shares Outstanding | |||||||||||
Range of Ex. Prices | Shares Outstanding | Weighted Average | Weighted Average | ||||||||
Term (yrs.) | Exercise Price | ||||||||||
$0.16 - $0.19 | 100,627 | 3.8 | $ | 0.17 | |||||||
$0.30 - $0.37 | 4,469,298 | 7.39 | $ | 0.36 | |||||||
$0.87 | 56,021 | 3.95 | $ | 0.87 | |||||||
$4.39 - $12.00 | 368,154 | 9.46 | $ | 5.01 | |||||||
$18.50 - $28.50 | 9,600 | 0.87 | $ | 23.08 | |||||||
$34.00 | 1,000 | 0.72 | $ | 34 | |||||||
5,004,700 | 7.42 | $ | 0.75 | ||||||||
Shares Exercisable | |||||||||||
Range of Ex. Prices | Shares Exercisable | Weighted Average | Weighted Average | ||||||||
Term (yrs.) | Exercise Price | ||||||||||
$0.16 - $0.19 | 100,627 | 3.8 | $ | 0.17 | |||||||
$0.30 - $0.37 | 3,342,883 | 7.23 | $ | 0.37 | |||||||
$0.87 | 56,021 | 3.95 | $ | 0.87 | |||||||
$4.39 - $12.00 | 24,402 | 9.36 | $ | 4.6 | |||||||
$18.50 - $28.50 | 9,600 | 0.87 | $ | 23.08 | |||||||
$34.00 | 1,000 | 0.72 | $ | 34 | |||||||
3,534,533 | 7.08 | $ | 0.47 | ||||||||
As of December 31, 2014, the total unrecognized fair value compensation cost related to non-vested stock options was approximately $1.7 million, which is expected to be recognized over approximately 3.7 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 an expense over the applicable vesting periods. | |||||||||||
As of December 31, 2014, there were options granted and outstanding to purchase an aggregate of 5,004,700 shares of the Company’s common stock under the Company’s equity plans. During the years ended December 31, 2014 and 2013, 368,154 and 1,186,672 options, respectively, were granted to employees and non-employees under the Company’s equity plans. | |||||||||||
The following is a schedule summarizing stock option activity for the years ended December 31, 2014 and 2013: | |||||||||||
Number of | Weighted Average | ||||||||||
Options | 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 | ||||||||
Granted | 368,154 | 5.01 | |||||||||
Exercised | -15,139 | 0.32 | |||||||||
Expired/Cancelled | -236,834 | 2.39 | |||||||||
Outstanding at December 31, 2014 | 5,004,700 | $ | 0.75 | ||||||||
Exercisable at December 31, 2014 | 3,534,533 | $ | 0.47 | ||||||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended | ||
Dec. 31, 2014 | |||
CONCENTRATIONS | 5 | CONCENTRATIONS | |
Cash Concentration | |||
The Company has historically maintained checking accounts at two financial institutions. These accounts are each insured by the Federal Deposit Insurance Corporation for up to $250,000. Historically, the Company has not experienced any significant losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2014, the Company maintained approximately $10.8 million of uninsured deposits. | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES | 6 | COMMITMENTS AND CONTINGENCIES | |||
Leases | |||||
Capricor leases space for its corporate offices pursuant to a lease that is effective for a two year period beginning July 1, 2013 with an option to extend the lease for an additional twelve months. The monthly lease payment is $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. On May 14, 2014, Capricor entered into a facilities lease with Cedars-Sinai Medical Center (“CSMC”), a shareholder of the Company, for two research labs (the “Facilities Lease”). The Facilities Lease is for a term of three years commencing June 1, 2014 and replaces the month-to-month lease that was previously in effect between CSMC and Capricor. The monthly lease payment was approximately $15,461 per month for the first six months of the term and increased to approximately $19,350 per month for the remainder of the term. The amount of rent expense is subject to annual adjustments according to increases in the Consumer Price Index. Subsequent to December 31, 2014, the Company renewed its corporate office lease (see Note 9 – “Subsequent Events”). | |||||
As of December 31, 2014, each of the leases described above did not have an effect on the year 2018. A summary of the future minimum rental payments required under operating leases as of December 31, 2014 are as follows: | |||||
Years ended | Operating Leases | ||||
2015 | 335,910 | ||||
2016 | 232,200 | ||||
2017 | 96,750 | ||||
Total minimum lease payments | $ | 664,860 | |||
Expenses incurred under operating leases to unrelated parties for the years ended December 31, 2014 and 2013 were approximately $203,430 and $154,536, respectively. Expenses incurred under operating leases to related parties for the years ended December 31, 2014 and 2013 were approximately $153,682 and $54,648, 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 material legal actions or claims reported at December 31, 2014. | |||||
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended | ||
Dec. 31, 2014 | |||
LICENSE AGREEMENTS | 7 | LICENSE AGREEMENTS | |
Capricor’s Technology - CAP-1002, CAP-1001, CSps and Exosomes | |||
Capricor 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”), The Johns Hopkins University (“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, is currently paying minimum annual royalties in the amount of 20,000 Euros per year, and is obligated to pay a lower-end of a mid-range double-digit percentage on all royalties received as a result of sublicenses granted, which are net of any royalties paid to third parties under a license agreement from such third party to Capricor. The minimum annual royalties are creditable against future royalty payments. Capricor had accrued royalties of $14,181 and $17,416 recorded as accounts payable and accrued expenses as of December 31, 2014 and 2013, respectively. | |||
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 will 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 JHU 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 range from $5,000 on the first and second anniversary dates to $20,000 on the tenth anniversary date and thereafter. The minimum annual royalties are creditable against a low single-digit running royalty on net sales of products and net service revenues, which Capricor is also required to pay under the JHU License Agreement, which running royalty may be subject to further reduction in the event that Capricor is required to pay royalties on any patent rights to third parties in order to make or sell a licensed product. In addition, Capricor is required to pay a low double-digit 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 approval from the U.S. Food and Drug Administration (the “FDA”). The development milestones range from $100,000 upon successful completion of a full Phase I clinical study to $1,000,000 upon full FDA market approval and are fully creditable against payments owed by Capricor to JHU on account of sublicense consideration attributable to milestone payments received from a sublicensee. The maximum aggregate amount of milestone payments payable under the JHU License Agreement, as amended, is $1,850,000. As of December 31, 2014 and 2013, $100,000 was recorded within accounts payable and accrued expenses as a development milestone due to the fact that Phase I of the ALLSTAR study enrollment had been completed. Also, the Company had an accrued royalty of $5,000 recorded as accounts payable and accrued expenses as of December 31, 2014 and 2013. | |||
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 patent 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 will 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 is required to meet certain spending and development milestones. The annual spending requirements range from $350,000 to $800,000 each year between 2010 and 2017 (with the exception of 2014, for which there was no annual spending requirement). Pursuant to the Amended CSMC License Agreement, Capricor remains obligated to pay low single-digit royalties on sales of royalty-bearing products as well as a low double-digit percentage of the consideration received from any sublicenses or other grant of rights. The above-mentioned royalties are subject to reduction in the event Capricor becomes obligated to obtain a license from a third party for patent rights in connection with the royalty-bearing product. 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. | |||
Exosomes License Agreement | |||
On May 5, 2014, Capricor entered into an Exclusive License Agreement with CSMC (the “Exosomes License Agreement”), for certain intellectual property rights related to exosomes technology. The Exosomes License Agreement provides for the grant of an exclusive, world-wide, royalty-bearing license by CSMC to Capricor (with the right to sublicense) in order to conduct research using the patent rights and know-how and to develop and commercialize products in the field using the patent 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 Exosomes License Agreement, CSMC was paid a license fee and Capricor reimbursed CSMC for certain fees and costs incurred in connection with the prosecution of certain patent rights. Additionally, Capricor is required to meet certain non-monetary development milestones and is obligated to pay low single-digit royalties on sales of royalty-bearing products as well as a single-digit percentage of the consideration received from any sublicenses or other grant of rights. The above-mentioned royalties are subject to reduction in the event Capricor becomes obligated to obtain a license from a third party for patent rights in connection with the royalty bearing product. | |||
The Exosomes 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 Exosomes 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. Subsequent to December 31, 2014, the Company amended the Exosomes License Agreement (see Note 9 – “Subsequent Events”). | |||
As noted above, Capricor is party to lease agreements with CSMC, which holds more than 10% of the outstanding capital stock of Capricor Therapeutics (see Note 6 – “Commitments and Contingencies”). Additionally, Dr. Eduardo Marbán, who holds more than 10% of the outstanding capital stock of Capricor Therapeutics, is the Director of the Cedars-Sinai Heart Institute and the Co-Founder of Capricor and Scientific Advisory Board Chairman of Capricor. | |||
Collaboration Agreement with Janssen Biotech, Inc. | |||
On December 27, 2013, Capricor entered into a Collaboration Agreement and Exclusive License Option (the “Janssen Agreement”) with Janssen, a wholly-owned subsidiary of Johnson & Johnson. Under the terms of the Janssen Agreement, Capricor and Janssen agreed to collaborate on the development of Capricor’s cell therapy program for cardiovascular applications, including its lead product candidate, CAP-1002. Capricor and Janssen further agreed to collaborate on the development of cell manufacturing in preparation for future clinical trials. Under the Janssen Agreement, Capricor was paid $12.5 million, and Capricor will contribute to the 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 royalty ranging from a low double-digit percentage to a lower-end of a mid-range double-digit percentage 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 (“Mayo”), a Clinical Trial Funding Agreement with Medtronic, Inc. (“Medtronic”), and a Transfer Agreement with Medtronic, all of which also include certain intellectual property licensing provisions. | |||
Mayo License Agreement | |||
The Company and Mayo previously entered into a Technology License Agreement with respect to Cenderitide on January 20, 2006, which was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2007, and which was amended on June 2, 2008 (as so amended, the “CD-NP Agreement”). On June 13, 2008, the Company and Mayo entered into a Technology License Agreement with respect to CU-NP (the “CU-NP Agreement”), which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2008. 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 the CU-NP Agreement by, among other things, eliminating certain milestone payments and decreasing the royalty percentages payable upon the commercial sale of the products to low single-digit royalties on sales of CD-NP and CU-NP products. The Company is also obligated to pay to Mayo a low single-digit percentage on any upfront consideration or milestone payment received in connection with a sublicense. The Company is further obligated to pay to Mayo a low single-digit percentage on any consideration received in connection with an assignment of rights under the Amended Mayo Agreement. 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 for 90 days’ after 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. | |||
Medtronic Clinical Trial Funding Agreement | |||
In February 2011, the Company entered into a Clinical Trial Funding Agreement with Medtronic. Pursuant to the agreement, Medtronic provided funding and equipment necessary for the Company 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. | |||
The agreement provided that intellectual property conceived in or otherwise resulting from the performance of the Phase I clinical trial will be jointly owned by the Company and Medtronic (the “Joint Intellectual Property”), and that the Company is to pay royalties to Medtronic based on the net sales of a product covered by the Joint Intellectual Property. The agreement further provided that, if the parties fail to enter into a definitive commercial license agreement with respect to Cenderitide, each party will have a right of first negotiation to license exclusive rights to any Joint Intellectual Property. | |||
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. The Company and Medtronic have subsequently entered into a Transfer Agreement, described below. | |||
Medtronic Transfer Agreement | |||
On October 8, 2014, the Company entered into a Transfer Agreement (the “Transfer Agreement”) with Medtronic to acquire patent rights relating to the formulation and pump delivery of natriuretic peptides. Pursuant to the Transfer Agreement, Medtronic has assigned to the Company all of its right, title and interest in all natriuretic peptide patents and patent applications previously owned by Medtronic or co-owned by Medtronic and the Company (“Natriuretic Peptide Patents”). Under the Transfer Agreement, the Company received all rights to the Natriuretic Peptide Patents, including the right to grant licenses and to make assignments without approval from Medtronic. | |||
The Transfer Agreement became effective on October 8, 2014 and will expire simultaneously at the expiration of the last to expire of the valid claims. Both parties have the right to terminate the Transfer Agreement upon 30 days written notice to the other party in the event of a default which has not been cured within such 30-day period. In addition, Medtronic has the right to terminate the Transfer Agreement and to have the rights to the Natriuretic Peptide Patents reassigned to it by the Company if either the Company, an affiliate, or a non-party licensee fails to commence a clinical trial of a CD-NP product within 18 months from the effective date. | |||
In the event of a termination of the Transfer Agreement, (i) the Natriuretic Peptide Patents which were not owned or co-owned by the Company prior to the effective date of the Transfer Agreement shall be assigned back to Medtronic; (ii) the Company’s rights in the Natriuretic Peptide Patents that were co-owned by Capricor pursuant to the Clinical Trial Funding Agreement will remain with the Company, subject to the surviving terms and provisions thereof; and (iii) the Company shall assign back to Medtronic those rights that were co-owned by Medtronic pursuant to the Clinical Trial Funding Agreement. | |||
Pursuant to the Transfer Agreement, Medtronic was paid an upfront payment of $100,000, and the Company is obligated to pay Medtronic a mid-single-digit royalty on net sales of products, a low double-digit percentage of any consideration received from any sublicenses or other grant of rights, and a mid-double-digit percentage of any monetary awards or settlements received by the Company as a result of enforcement of the Natriuretic Peptide Patents against a non-party entity, less the costs and attorney’s fees incurred to enforce the Natriuretic Peptide Patents. In addition, there are additional payments that may become due from the Company upon the achievement of certain defined milestones, which payments, in the aggregate, total up to $7.0 million. | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||
Dec. 31, 2014 | |||
RELATED PARTY TRANSACTIONS | 8 | RELATED PARTY TRANSACTIONS | |
Lease and Sub-Lease Agreement | |||
As noted above, Capricor Therapeutics is party to lease agreements with CSMC, which holds more than 10% of the outstanding capital stock of Capricor Therapeutics (see Note 6 – “Commitments and Contingencies”). Additionally, Dr. Eduardo Marbán, who holds more than 10% of the outstanding capital stock of Capricor Therapeutics, is the Director of the Cedars-Sinai Heart Institute, the Co-Founder of Capricor and Scientific Advisory Board Chairman of Capricor. | |||
Beginning May 1, 2012, pursuant to a sublease agreement, Capricor subleased part of its office space to Frank Litvack, the Company’s Executive Chairman and a member of its Board of Directors, 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. For both of the years ended December 31, 2014 and 2013, Capricor recognized $30,000 in sublease income from the related party. 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 with Capricor whereby Capricor was obligated to pay Dr. Litvack fees of $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. The agreement is terminable upon 30 days’ notice. On March 24, 2014, Capricor entered into a written consulting agreement with Dr. Litvack memorializing the $10,000 per month compensation arrangement described above. | |||
Payables to Related Party | |||
At December 31, 2014 and 2013, the Company had accounts payable and accrued expenses to related parties totaling $433,712 and $423,997, respectively. CSMC accounts for approximately $421,328 and $423,997 of the total accounts payable and accrued expenses to related parties as of December 31, 2014 and 2013, respectively. | |||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Dec. 31, 2014 | |||
SUBSEQUENT EVENTS | 9 | SUBSEQUENT EVENTS | |
January 2015 Financing | |||
On January 9, 2015, the Company entered into a Share Purchase Agreement with select investors pursuant to which the Company agreed to issue and sell to the investors, in a private placement (“PIPE 1”), an aggregate of 2,839,045 shares of its common stock at a price per share of $3.523 for an aggregate purchase price of approximately $10,000,000. | |||
In connection with PIPE 1, the Company also entered into a Registration Rights Agreement with the PIPE 1 investors on January 9, 2015. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated (i) to prepare and file with the SEC a registration statement to register for resale the shares issued in PIPE 1, and (ii) to use its reasonable best efforts to cause the applicable registration statement to be declared effective by the SEC as soon as practicable, in each case subject to certain deadlines. The Company may also be required to effect certain registrations to register for resale the shares in connection with certain “piggy-back” registration rights granted to the PIPE 1 investors. The Company will be required to pay to each PIPE 1 investor liquidated damages equal to 1.0% of the aggregate purchase price paid by such investor pursuant to the PIPE 1 Share Purchase Agreement for the shares per month (up to a cap of 10.0%) if it does not meet certain obligations with respect to the registration of the shares, subject to certain conditions. | |||
On February 2, 2015, the Company entered into an amendment to the PIPE 1 Share Purchase Agreement with certain of the PIPE 1 investors, which amended certain provisions of such Share Purchase Agreement limiting the Company’s ability to issue additional shares of its common stock until the filing of an effective registration statement for the PIPE 1 shares. As a result of such amendment, the restriction on the issuance of additional shares was eliminated. | |||
February 2015 Financing | |||
On February 3, 2015, the Company entered into a Share Purchase Agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to the investors, in a private placement (“PIPE 2”), an aggregate of 1,658,822 shares of its common stock, par value $0.001 per share, at a price per share of $4.25 for an aggregate purchase price of approximately $7,050,000. | |||
In connection with PIPE 2, the Company entered into a Registration Rights Agreement with the investors in PIPE 2 on February 3, 2015. Pursuant to the terms of the Registration Rights Agreement for PIPE 2, the Company is obligated (i) to prepare and file with the SEC a registration statement to register for resale the shares issued in PIPE 2, and (ii) to use its reasonable best efforts to cause the applicable registration statement to be declared effective by the SEC as soon as practicable, in each case subject to certain deadlines. The Company may also be required to effect certain registrations to register for resale the shares in connection with certain “piggy-back” registration rights granted to the PIPE 2 investors. The Company will be required to pay to each PIPE 2 investor liquidated damages equal to 1.0% of the aggregate purchase price paid by such investor pursuant to the PIPE 2 Share Purchase Agreement for the shares per month (up to a cap of 10.0%) if it does not meet certain obligations with respect to the registration of the shares, subject to certain conditions. | |||
Stock Option Grants | |||
In March 2015, the Company granted a total of 821,392 stock options to its employees and directors. | |||
Second Amendment to Office Lease | |||
On March 3, 2015, Capricor executed a Second Amendment to Lease with The Bubble Real Estate Company, LLC, pursuant to which (i) additional space was added to the Company’s corporate office lease and (ii) the Company exercised its option to extend the lease term through June 30, 2016. Under the terms of the amendment, commencing February 2, 2015, the base rent will be $17,957 for one month, and, commencing March 2, 2015, will increase to $21,420 per month for four months. Commencing July 1, 2015, the base rent will increase to $22,111 per month for the remainder of the lease term. | |||
Amendment to Exosomes License Agreement | |||
On February 27, 2015, Capricor and CSMC entered into a First Amendment to Exclusive License Agreement, thereby amending the Exosomes License Agreement (the “Exosomes License Amendment”). Under the Exosomes License Amendment, (i) the description of patent rights in Schedule A has been replaced by a Revised Schedule A that includes four additional patent applications; (ii) Capricor is required to pay CSMC an upfront fee of $20,000; (iii) Capricor is required to reimburse CSMC approximately $34,000 for attorneys’ fees and filing fees that were incurred in connection with the additional patent rights; and (iv) Capricor is required to pay CSMC certain defined product development milestone payments upon reaching certain phases of its clinical studies and upon receiving approval of a product from the FDA. The product development milestones range from $15,000 upon the dosing of the first patient in a Phase I clinical trial of a product to $75,000 upon receipt of FDA approval of a product. The maximum aggregate amount of milestone payments payable under the Exosomes License Agreement, as amended, is $190,000. | |||
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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, 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 exchange ratio established in the Merger, which reflects the number of shares Capricor Therapeutics issued to equity holders of Capricor as a result of the Merger. The retroactive adjustment 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 goodwill recorded for the Merger was $1,919,000. | ||||||||||||||
The following table summarizes the 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, 2014. | ||||||||||||||
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 option 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. | ||||||||||||||
Liquidity | Liquidity | |||||||||||||
The Company has historically financed its research and development activities as well as operational expenses from equity financings, government grants, a payment from Janssen Biotech, Inc. (“Janssen”) and a loan award from the California Institute for Regenerative Medicine (“CIRM”). Cash resources consisting of cash, cash equivalents and marketable securities as of December 31, 2014 were approximately $8.0 million, as compared to $2.1 million as of December 31, 2013. On January 7, 2014, Capricor received $12.5 million from Janssen pursuant to the terms of the Collaboration Agreement and Exclusive License Option entered into on December 27, 2013 by and between the Company and Janssen. | ||||||||||||||
In January 2015, the Company entered into a Share Purchase Agreement with select investors, pursuant to which the Company issued an aggregate of 2,839,045 shares of its common stock at a price per share of $3.523 for an aggregate purchase price of approximately $10,000,000 (see Note 9 – “Subsequent Events”). | ||||||||||||||
In February 2015, the Company entered into a Share Purchase Agreement with select investors, pursuant to which the Company issued an aggregate of 1,658,822 shares of its common stock at a price per share of $4.25 for an aggregate purchase price of approximately $7,050,000 (see Note 9 – “Subsequent Events”). | ||||||||||||||
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. | ||||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. 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. | ||||||||||||||
Restricted Cash | Restricted Cash | |||||||||||||
As of December 31, 2014, restricted cash represented funds received under Capricor’s Loan Agreement with CIRM (see Note 2 – “Loan Payable”), which are to be allocated to the ALLSTAR clinical trial research costs as incurred. | ||||||||||||||
Marketable Securities | Marketable Securities | |||||||||||||
The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company’s marketable securities are considered as available-for-sale and carried at estimated fair values. Realized gains and losses on the sale of debt and equity securities are determined on the specific identification method. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. | ||||||||||||||
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 of the asset, which range from five to seven years. Leasehold improvements are depreciated on a straight-line basis over the shorter of the useful life of the asset or the lease term. | ||||||||||||||
Property and equipment consisted of the following at December 31: | ||||||||||||||
2014 | 2013 | |||||||||||||
Furniture and fixtures | $ | 38,850 | $ | 38,850 | ||||||||||
Laboratory equipment | 278,453 | 115,766 | ||||||||||||
Leasehold improvements | 23,744 | - | ||||||||||||
341,047 | 154,616 | |||||||||||||
Less accumulated depreciation | -111,592 | -80,429 | ||||||||||||
Property and equipment, net | $ | 229,455 | $ | 74,187 | ||||||||||
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. Intellectual property 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. Also, the Company recorded capitalized loan fees as a component of intangible assets on the consolidated balance sheet (see Note 2 – “Loan Payable”). Total amortization expense was approximately $10,733 and $11,052 for the years ended December 31, 2014 and 2013, respectively. Future amortization expense for the next five years is estimated to be approximately $49,000 per year. | ||||||||||||||
As a result the merger between Capricor and Nile, the Company recorded $1.5 million as in-process research and development in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. An external valuation was performed to establish the value of the intellectual property primarily from assets licensed from the Mayo Foundation for Medical Education and Research. The in-process research and development asset is subject to impairment testing until completion or abandonment of research and development efforts associated with the project. Upon successful completion of the project, the Company will make a determination as to the then remaining useful life of the intangible asset and begin amortization. | ||||||||||||||
The Company reviews goodwill and indefinite-lived intangible assets at least annually for possible impairment. Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. As of December 31, 2014, the Company deemed the assets to not be impaired and did not begin 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 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, 2014 and 2013. | ||||||||||||||
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, as applicable. | ||||||||||||||
Income from Collaborative Agreement | Income from Collaborative Agreement | |||||||||||||
Revenue from nonrefundable, up-front license or technology access payments under license and collaborative arrangements that are not dependent on any future performance by the Company is recognized when such amounts are earned. If the Company has continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of the continuing performance obligation. | ||||||||||||||
The Company accounts for multiple element arrangements, such as license and development agreements in which a customer may purchase several deliverables, in accordance with FASB ASC Subtopic 605-25, Multiple Element Arrangements. For new or materially amended multiple element arrangements, the Company identifies the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. The Company allocates revenue to each non-contingent element based on the relative selling price of each element. When applying the relative selling price method, the Company determines the selling price for each deliverable using vendor-specific objective evidence (“VSOE”) of selling price, if it exists, or third-party evidence (“TPE”) of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, then the Company uses the best estimated selling price for that deliverable. Revenue allocated to each element is then recognized based on when the basic four revenue recognition criteria are met for each element. | ||||||||||||||
The Company determined the deliverables under its collaborative arrangement with Janssen (see Note 7 – “License Agreements”) did not meet the criteria to be considered separate accounting units for the purposes of revenue recognition. As a result, the Company is recognizing revenue from non-refundable, upfront fees ratably over the term of its performance under the agreement with Janssen. The upfront payments received, pending recognition as revenue, are recorded as deferred revenue and are classified as a short-term or long-term liability on the consolidated balance sheets of the Company and amortized over the estimated period of performance. The Company periodically reviews the estimated performance period of its contract based on the progress of its project. | ||||||||||||||
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. The Company incurred no interest or penalties for the years ended December 31, 2014 and 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 Loan Agreement with CIRM (see Note 2 – “Loan Payable”) as a loan payable as the eventual repayment of the loan proceeds or forgiveness of the loan 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. | ||||||||||||||
Rent | Rent | |||||||||||||
Rent expense for the Company's leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The difference between the rent expense and rent paid has been recorded as deferred rent in the accounts payable and accrued expenses, related party in the consolidated balance sheet. Rent is amortized on a straight-line basis over the term of the applicable lease, without consideration of renewal options. | ||||||||||||||
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 ASC 730-10, Research and Development. Research and development costs amounted to approximately $7.8 million and $5.2 million for the years ended December 31, 2014 and 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, 2014 and 2013, the Company’s comprehensive loss was approximately $6.2 million and $8.9 million, respectively. The Company’s other comprehensive income (loss) is related to a net unrealized gain (loss) on marketable securities. For the years ended December 31, 2014 and 2013, the Company’s other comprehensive gain was $980 and $20,815, respectively. | ||||||||||||||
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 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 (“SEC”) 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. | ||||||||||||||
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share | |||||||||||||
Basic loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted loss per share is 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 directors as well as warrants issued to third parties, have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. | ||||||||||||||
For the years ended December 31, 2014 and 2013, warrants and options to purchase 5,308,581 and 5,220,800 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 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 | ||||||
Carrying amounts reported in the balance sheet of cash and cash equivalents, grants receivable, accounts payable and accrued expenses approximate fair value due to their relatively short maturity. The carrying amounts of the Company’s marketable securities are 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 must classify the warrant instrument as a liability at its fair value and adjust the instrument to fair value at each reporting period. The fair value of warrants is estimated by management using the Black-Scholes option-pricing model. 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, 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 the warrant liability to be insignificant at December 31, 2014, and no such liability has been reflected on the balance sheet. | ||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. | ||||||||||||||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance (“ASU 2014-10”), which eliminates the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. Additionally, ASU 2014-10 eliminates the separate requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flow and shareholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective for fiscal years beginning after December 15, 2014 and interim periods therein, with early adoption permitted. The Company adopted this guidance in the second quarter of fiscal year 2014 on a prospective basis. | ||||||||||||||
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. After review of this standard, the Company does not believe this will have a material effect on its consolidated financial statements or disclosures. | ||||||||||||||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission, did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. | ||||||||||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Preliminary Allocation Of Purchase Price | The following table summarizes the 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 consisted of the following at December 31: | |||||||||||||
2014 | 2013 | |||||||||||||
Furniture and fixtures | $ | 38,850 | $ | 38,850 | ||||||||||
Laboratory equipment | 278,453 | 115,766 | ||||||||||||
Leasehold improvements | 23,744 | - | ||||||||||||
341,047 | 154,616 | |||||||||||||
Less accumulated depreciation | -111,592 | -80,429 | ||||||||||||
Property and equipment, net | $ | 229,455 | $ | 74,187 | ||||||||||
Fair Value Measurements | The following table summarizes fair value measurements by level at December 31, 2013 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 | ||||||
STOCK_AWARDS_WARRANTS_AND_OPTI1
STOCK AWARDS, WARRANTS AND OPTIONS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Schedule Of Warrant Activity | The following table summarizes all warrant activity for the years ended December 31, 2014 and 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 | ||||||||
Expired | -28,400 | 94 | |||||||||
Outstanding at December 31, 2014 | 303,881 | $ | 10.02 | ||||||||
Outstanding Warrants to Purchase Shares of the Company's Common Stock | The following table summarizes all outstanding warrants to purchase shares of the Company’s common stock as of December 31, 2014: | ||||||||||
At December 31, 2014 | |||||||||||
Grant Date | Warrants Outstanding | Weighted Average Exercise Price | Expiration Date | ||||||||
4/21/10 | 52,650 | $ | 47 | 4/21/15 | |||||||
4/4/12 | 187 | $ | 2.27 | 4/4/17 | |||||||
11/20/13 | 251,044 | $ | 2.27 | 11/20/18 | |||||||
303,881 | |||||||||||
Stock Options | |||||||||||
Stock Options, Valuation Assumptions | The Company used the following assumptions to estimate the fair value of stock options issued in the years ended December 31, 2014 and 2013: | ||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||
Expected volatility | 112%-117% | 118% | |||||||||
Expected term | 7 years | 0.1-7 years | |||||||||
Dividend yield | 0% | 0% | |||||||||
Risk-free interest rates | 2.15% - 2.23% | 0.13% - 2.30% | |||||||||
Employee Stock-based Compensation Costs | Employee and non-employee stock-based compensation expense for the years ended December 31, 2014 and 2013 was as follows: | ||||||||||
2014 | 2013 | ||||||||||
General and administrative | $ | 345,682 | $ | 263,593 | |||||||
Research and development | 134,555 | - | |||||||||
Total | $ | 480,237 | $ | 263,593 | |||||||
Schedule of Summarizing Stock Option Activity | The following table summarizes information about stock options outstanding and exercisable at December 31, 2014: | ||||||||||
Shares Outstanding | |||||||||||
Range of Ex. Prices | Shares Outstanding | Weighted Average | Weighted Average | ||||||||
Term (yrs.) | Exercise Price | ||||||||||
$0.16 - $0.19 | 100,627 | 3.8 | $ | 0.17 | |||||||
$0.30 - $0.37 | 4,469,298 | 7.39 | $ | 0.36 | |||||||
$0.87 | 56,021 | 3.95 | $ | 0.87 | |||||||
$4.39 - $12.00 | 368,154 | 9.46 | $ | 5.01 | |||||||
$18.50 - $28.50 | 9,600 | 0.87 | $ | 23.08 | |||||||
$34.00 | 1,000 | 0.72 | $ | 34 | |||||||
5,004,700 | 7.42 | $ | 0.75 | ||||||||
Shares Exercisable | |||||||||||
Range of Ex. Prices | Shares Exercisable | Weighted Average | Weighted Average | ||||||||
Term (yrs.) | Exercise Price | ||||||||||
$0.16 - $0.19 | 100,627 | 3.8 | $ | 0.17 | |||||||
$0.30 - $0.37 | 3,342,883 | 7.23 | $ | 0.37 | |||||||
$0.87 | 56,021 | 3.95 | $ | 0.87 | |||||||
$4.39 - $12.00 | 24,402 | 9.36 | $ | 4.6 | |||||||
$18.50 - $28.50 | 9,600 | 0.87 | $ | 23.08 | |||||||
$34.00 | 1,000 | 0.72 | $ | 34 | |||||||
3,534,533 | 7.08 | $ | 0.47 | ||||||||
Information about Stock Options Outstanding and Exercisable | The following is a schedule summarizing stock option activity for the years ended December 31, 2014 and 2013: | ||||||||||
Number of | Weighted Average | ||||||||||
Options | 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 | ||||||||
Granted | 368,154 | 5.01 | |||||||||
Exercised | -15,139 | 0.32 | |||||||||
Expired/Cancelled | -236,834 | 2.39 | |||||||||
Outstanding at December 31, 2014 | 5,004,700 | $ | 0.75 | ||||||||
Exercisable at December 31, 2014 | 3,534,533 | $ | 0.47 | ||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2014, each of the leases described above did not have an effect on the year 2018. A summary of the future minimum rental payments required under operating leases as of December 31, 2014 are as follows: | ||||
Years ended | Operating Leases | ||||
2015 | 335,910 | ||||
2016 | 232,200 | ||||
2017 | 96,750 | ||||
Total minimum lease payments | $ | 664,860 | |||
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) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment, Gross | $341,047 | $154,616 |
Less accumulated depreciation | -111,592 | -80,429 |
Property and equipment, net | 229,455 | 74,187 |
Furniture and fixtures | ||
Property, Plant and Equipment, Gross | 38,850 | 38,850 |
Laboratory equipment | ||
Property, Plant and Equipment, Gross | 278,453 | 115,766 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | $23,744 | $0 |
ORGANIZATION_AND_SUMMARY_OF_SI5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable Securities | $326,494 |
Level 1[Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable Securities | 326,494 |
Level 2[Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable Securities | 0 |
Level 3[Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable Securities | $0 |
ORGANIZATION_AND_SUMMARY_OF_SI6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Jan. 07, 2014 | Dec. 27, 2013 | Nov. 20, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | Jan. 31, 2015 | Sep. 27, 2013 | |
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 | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | |||||
Research and Development in Process | $1,500,000 | |||||||
Research and Development Expense, Total | 7,787,384 | 5,197,178 | ||||||
Number of Rights Offer for each Share as per Merger Agreement | 2.07 | |||||||
Cash, Cash Equivalents, and Marketable Securities | 8,000,000 | 2,100,000 | ||||||
Proceeds From Development Fee | 12,500,000 | 12,500,000 | ||||||
Goodwill, Impairment Loss | 0 | 1,919,000 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,308,581 | 5,220,800 | ||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | -6,215,612 | -8,871,109 | ||||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 980 | 20,815 | ||||||
Amortization of Intangible Assets | 10,733 | 11,052 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 49,000 | |||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 49,000 | |||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 49,000 | |||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 49,000 | |||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 49,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 3,176,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,257,000 | |||||||
Warrant [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Common Stock Issued to Certain Warrant Holders for Cancellation of Certain Warrants | 59,546 | |||||||
Common Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 0 | 0 | ||||||
Common Stock [Member] | Subsequent Event [Member] | Investor [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,658,822 | 2,839,045 | ||||||
Sale of Stock, Price Per Share | $4.25 | $3.52 | ||||||
Stock Issued During Period, Value, New Issues | $7,050,000 | $10,000,000 | ||||||
Capricor stockholders [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Percentage of Holding on Common Stock Effective After Consummation of Merger on Fully Dilutive Basis | 90.00% | |||||||
Nile stockholders [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Percentage of Holding on Common Stock Effective After Consummation of Merger on Fully Dilutive Basis | 10.00% | |||||||
Merger [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Common Stock Shares Authorized | 50,000,000 | 100,000,000 | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | 10,000,000 | ||||||
Maximum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||||
Minimum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years |
LOAN_PAYABLE_Details_Textual
LOAN PAYABLE (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2014 | Apr. 30, 2014 | Jul. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 05, 2013 | |
LOAN PAYABLE [Line Items] | |||||||
Deferred Finance Costs, Noncurrent, Net | $30,000 | ||||||
Proceeds from Issuance of Long-term Debt, Total | 5,200,791 | 3,925,066 | |||||
Interest expense | -200,505 | -58,134 | |||||
CIRM Loan Agreement [Member] | |||||||
LOAN PAYABLE [Line Items] | |||||||
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% | ||||||
Amount Refunded Under Loan Agreement | 6,667 | ||||||
Amount Deducted From Initial Disbursement For Due Diligence | 36,667 | ||||||
Deferred Finance Costs, Noncurrent, Net | 16,875 | ||||||
Amortization Period of Finance Cost | 3 years 1 month 6 days | ||||||
Proceeds from Issuance of Long-term Debt, Total | 514,177 | 4,679,947 | 3,067,799 | 857,267 | |||
Debt Instrument, Interest Rate, Effective Percentage | 2.60% | 2.60% | 2.50% | 2.80% | |||
Interest expense | 200,505 | 58,134 | |||||
Amount Awarded Under Loan Agreement | 19,782,136 | ||||||
Original Amount to be deducted | $16,667 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | ||
Nov. 20, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,591,494 | ||
Common Stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 |
Common Stock Shares Outstanding | 11,707,051 | 11,687,747 | |
Common Stock Shares Issued | 11,707,051 | 11,687,747 | |
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Conversion of Stock, Shares Converted | 5,426,844 | ||
Series A-1 [Member] | Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 940,000 | ||
Preferred Stock, Shares Issued | 940,000 | ||
Series A-2 [Member] | Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 736,844 | ||
Preferred Stock, Shares Issued | 736,844 | ||
Series A-3 [Member] | Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 3,750,000 | ||
Preferred Stock, Shares Issued | 1,500,000 |
STOCK_AWARDS_WARRANTS_AND_OPTI2
STOCK AWARDS, WARRANTS AND OPTIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding at Beginning | 332,281 | 1,733,599 |
Warrants Cancelled | -1,733,599 | |
Warrants Assumed from merger | 81,237 | |
Warrants Granted | 251,044 | |
Warrants Expired | -28,400 | |
Warrants Outstanding at Ending | 303,881 | 332,281 |
Weighted Average Exercise Price Outstanding at Beginning | $17.20 | $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 Expired | $94 | |
Weighted Average Exercise Price Outstanding at Ending | $10.02 | $17.20 |
STOCK_AWARDS_WARRANTS_AND_OPTI3
STOCK AWARDS, WARRANTS AND OPTIONS (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 303,881 | 332,281 | 1,733,599 |
Range of Exercise Prices | $10.02 | $17.20 | $3.38 |
Period Issuance one [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | 21-Apr-10 | ||
Warrants Outstanding | 52,650 | ||
Range of Exercise Prices | $47 | ||
Expiration Date | 21-Apr-15 | ||
Period Issuance two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | 4-Apr-12 | ||
Warrants Outstanding | 187 | ||
Range of Exercise Prices | $2.27 | ||
Expiration Date | 4-Apr-17 | ||
Period Issuance three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | 20-Nov-13 | ||
Warrants Outstanding | 251,044 | ||
Range of Exercise Prices | $2.27 | ||
Expiration Date | 20-Nov-18 |
STOCK_AWARDS_WARRANTS_AND_OPTI4
STOCK AWARDS, WARRANTS AND OPTIONS (Details 2) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 118.00% | |
Expected term | 7 years | |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 117.00% | |
Expected term | 7 years | |
Risk-free interest rates | 2.23% | 2.30% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 112.00% | |
Expected term | 1 month 6 days | |
Risk-free interest rates | 2.15% | 0.13% |
STOCK_AWARDS_WARRANTS_AND_OPTI5
STOCK AWARDS, WARRANTS AND OPTIONS (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $480,237 | $263,593 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | 345,682 | 263,593 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $134,555 | $0 |
STOCK_AWARDS_WARRANTS_AND_OPTI6
STOCK AWARDS, WARRANTS AND OPTIONS (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 5,004,700 |
Outstanding, Weighted-Average Term | 7 years 5 months 1 day |
Outstanding, Weighted-Average Exercise Price | $0.75 |
Exercisable, Total Shares | 3,534,533 |
Exercisable, Weighted-Average Term | 7 years 29 days |
Exercisable, Weighted-Average Exercise Price | $0.47 |
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 | 3 years 9 months 18 days |
Outstanding, Weighted-Average Exercise Price | $0.17 |
Exercisable, Total Shares | 100,627 |
Exercisable, Weighted-Average Term | 3 years 9 months 18 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 | 4,469,298 |
Outstanding, Weighted-Average Term | 7 years 4 months 20 days |
Outstanding, Weighted-Average Exercise Price | $0.36 |
Exercisable, Total Shares | 3,342,883 |
Exercisable, Weighted-Average Term | 7 years 2 months 23 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 | 3 years 11 months 12 days |
Outstanding, Weighted-Average Exercise Price | $0.87 |
Exercisable, Total Shares | 56,021 |
Exercisable, Weighted-Average Term | 3 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 | $4.39 |
Range of Exercise Prices, upper range | $12 |
Outstanding, Shares | 368,154 |
Outstanding, Weighted-Average Term | 9 years 5 months 16 days |
Outstanding, Weighted-Average Exercise Price | $5.01 |
Exercisable, Total Shares | 24,402 |
Exercisable, Weighted-Average Term | 9 years 4 months 10 days |
Exercisable, Weighted-Average Exercise Price | $4.60 |
Range Five [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 | 9,600 |
Outstanding, Weighted-Average Term | 10 months 13 days |
Outstanding, Weighted-Average Exercise Price | $23.08 |
Exercisable, Total Shares | 9,600 |
Exercisable, Weighted-Average Term | 10 months 13 days |
Exercisable, Weighted-Average Exercise Price | $23.08 |
Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, upper range | $34 |
Outstanding, Shares | 1,000 |
Outstanding, Weighted-Average Term | 8 months 19 days |
Outstanding, Weighted-Average Exercise Price | $34 |
Exercisable, Total Shares | 1,000 |
Exercisable, Weighted-Average Term | 8 months 19 days |
Exercisable, Weighted-Average Exercise Price | $34 |
STOCK_AWARDS_WARRANTS_AND_OPTI7
STOCK AWARDS, WARRANTS AND OPTIONS (Details 5) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Options | ||
Outstanding at Ending of the period | 5,004,700 | |
Stock Option [Member] | ||
Options | ||
Outstanding at Beginning of the period | 4,888,519 | 3,679,814 |
Granted | 368,154 | 1,186,672 |
Shares Stock Options Assumed From Merger | 22,033 | |
Exercised | -15,139 | 0 |
Expired/Cancelled | -236,834 | |
Outstanding at Ending of the period | 5,004,700 | 4,888,519 |
Exercisable at December 31, 2014 | 3,534,533 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning of the period | $0.51 | $0.37 |
Granted | $5.01 | $0.31 |
Weighted Average Exercise Price Assumed From Merger | $34.15 | |
Exercised | $0.32 | $0 |
Expired/Cancelled | $2.39 | |
Outstanding at Ending of the period | $0.75 | $0.51 |
Exercisable at December 31, 2014 | $0.47 |
STOCK_AWARDS_WARRANTS_AND_OPTI8
STOCK AWARDS, WARRANTS AND OPTIONS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 | |
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $1,700,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 8 months 12 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $4.40 | $0.53 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 5,004,700 | ||
Restricted Stock [Member] | |||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 10,000 | ||
Stock Issued During Period, Shares, Issued for Services | 4,165 | ||
Stock Issued During Period, Value, Issued for Services | 16,702 | ||
Non-Employee Director Plan 2012 [Member] | |||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Amount Authorized in Plans After Merger | 2,697,311 | ||
Employee Stock Option [Member] | |||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 368,154 | 1,186,672 | |
Employee Stock Option [Member] | Stock Option Plan 2005 [Member] | |||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 190,000 | ||
Employee Stock Option [Member] | Stock Option Plan 2012 [Member] | |||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Share based Compensation Arrangement by Share based Payment Award, Options, Fair Value Limit | $100,000 | ||
Amount Authorized in Plans After Merger | 4,149,710 |
CONCENTRATIONS_Details_Textual
CONCENTRATIONS (Details Textual) (USD $) | Dec. 31, 2014 |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | $250,000 |
Cash, Uninsured Amount | $10,800,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2014 |
Other Commitments [Line Items] | |
2015 | $335,910 |
2016 | 232,200 |
2017 | 96,750 |
Total minimum lease payments | $664,860 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Leases Monthly Payments For First Twelve Months | $16,620 | |
Leases Monthly Payments For Second Twelve Months | 17,285 | |
Unrealated Party [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense | 203,430 | 154,536 |
Related party [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense | 153,682 | 54,648 |
Per Month [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Leases Monthly Payments for First Six Months | 15,461 | |
Leases Monthly Payments for Remainder | $19,350 |
LICENSE_AGREEMENTS_Details_Tex
LICENSE AGREEMENTS (Details Textual) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Jan. 07, 2014 | Dec. 27, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Feb. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | Medtronic [Member] | JHU License Agreement [Member] | JHU License Agreement [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Completion of Phase One [Member] | Completion of Phase One [Member] | Completion of Phase One [Member] | Obtention of FDA Approval [Member] | Subsequent Event [Member] | Mayo License Agreement [Member] | First and Second Anniversary [Member] | Tenth Anniversary and Thereafter [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | JHU License Agreement [Member] | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Exosomes License Agreement [Member] | USD ($) | USD ($) | |||||||
USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||
LICENSE AGREEMENTS [Line Items] | |||||||||||||||||||
Proceeds From Development Fee | $12,500,000 | $12,500,000 | |||||||||||||||||
Additional Milestone Payments to be Received Contingent upon Exercise of Options | 325,000,000 | ||||||||||||||||||
Common Stock Issued as Additional Consideration for Grant of Certain Rights | 18,000 | ||||||||||||||||||
Range of Milestone Payments, Payable Upon Successful Completion of Certain Phases | 100,000 | 100,000 | 1,000,000 | ||||||||||||||||
Accrued Milestone Payments | 1,850,000 | 100,000 | |||||||||||||||||
Payments for Royalties | 20,000 | 5,000 | 20,000 | ||||||||||||||||
Development Milestones | 350,000 | 800,000 | |||||||||||||||||
Accounts Payable and Accrued Expenses Related Party Current | 433,712 | 423,997 | 5,000 | 5,000 | |||||||||||||||
Upfront Payment | 100,000 | ||||||||||||||||||
Additional Milestone Payable Maximum Amount | 7,000,000 | 190,000 | |||||||||||||||||
Accrued Royalties | $14,181 | $17,416 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended | |
Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Accounts Payable and Accrued Expenses Related Party Current | $433,712 | $423,997 | ||
Board of Directors Chairman [Member] | Sublease 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 and a member of its Board of Directors, for $2,500 per month. | |||
Monthly Rent from Related Party | 2,500 | |||
Rental Income, Nonoperating | 30,000 | 30,000 | ||
Board of Directors Chairman [Member] | Consulting Agreement with Frank Litvack [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Description of Transaction | Effective May 1, 2012, Frank Litvack, the Companys Executive Chairman, entered into a consulting agreement with Capricor whereby Capricor was obligated to pay Dr. Litvack fees of $4,000 per month for consulting services. | |||
Monthly Consulting Fees to Related Party | 10,000 | |||
Increased Monthly Consulting Fees to Related Party | 10,000 | |||
Affiliated Entity [Member] | Transaction other than Sub-Award Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable and Accrued Expenses Related Party Current | $421,328 | $423,997 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | |||||
Jul. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Feb. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 20, 2013 | |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ||||
Subsequent Event [Member] | |||||||
Operating Leases, Rent Expense, Net | $17,957 | ||||||
Operating Leases, Rent Expense, Contingent Rentals | 22,111 | ||||||
Subsequent Event [Member] | Private Placement One [Member] | |||||||
Liquidity Damage Obligation Description | required to pay to each PIPE 1 investor liquidated damages equal to 1.0% of the aggregate purchase price paid by such investor pursuant to the PIPE 1 Share Purchase Agreement for the shares per month (up to a cap of 10.0%) | ||||||
Subsequent Event [Member] | Private Placement Two [Member] | |||||||
Liquidity Damage Obligation Description | required to pay to each PIPE 2 investor liquidated damages equal to 1.0% of the aggregate purchase price paid by such investor pursuant to the PIPE 2 Share Purchase Agreement for the shares per month (up to a cap of 10.0%) | ||||||
Subsequent Event [Member] | Common Stock [Member] | Private Placement One [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 2,839,045 | ||||||
Sale of Stock, Price Per Share | 3.523 | ||||||
Stock Issued During Period, Value, New Issues | 10,000,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Private Placement Two [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 1,658,822 | ||||||
Sale of Stock, Price Per Share | $4.25 | ||||||
Stock Issued During Period, Value, New Issues | 7,050,000 | ||||||
Common Stock, Par or Stated Value Per Share | $0.00 | ||||||
Subsequent Event [Member] | Exosomes License Agreement [Member] | |||||||
Upfront Fee Payable | 20,000 | ||||||
Additional Milestone Payable Maximum Amount | 190,000 | ||||||
Reimbursed Expenses to be Paid | 34,000 | ||||||
Subsequent Event [Member] | Exosomes License Agreement [Member] | Obtention of FDA Approval [Member] | |||||||
Milestone Payments to be Made Upon Successful Completion of Certain Phases | 75,000 | ||||||
Subsequent Event [Member] | Exosomes License Agreement [Member] | Completion of Phase One [Member] | |||||||
Milestone Payments to be Made Upon Successful Completion of Certain Phases | $15,000 |