Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 29, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CAPRICOR THERAPEUTICS, INC. | ||
Entity Central Index Key | 1,133,869 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 32,449,891 | ||
Trading Symbol | CAPR | ||
Entity Common Stock, Shares Outstanding | 17,952,323 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,568,306 | $ 8,034,765 |
Marketable securities | 7,999,010 | 0 |
Restricted cash | 0 | 2,977,024 |
Grant receivable | 211,938 | 360,233 |
Prepaid expenses and other current assets | 210,603 | 235,523 |
TOTAL CURRENT ASSETS | 13,989,857 | 11,607,545 |
PROPERTY AND EQUIPMENT, net | 318,566 | 229,455 |
OTHER ASSETS | ||
Intangible assets, net of accumulated amortization of $98,679 and $49,930, respectively | 191,003 | 239,752 |
In-process research and development, net of accumulated amortization of $0 | 1,500,000 | 1,500,000 |
Other assets | 70,146 | 55,320 |
TOTAL ASSETS | 16,069,572 | 13,632,072 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,530,500 | 1,699,254 |
Accounts payable and accrued expenses, related party | 352,334 | 433,712 |
Deferred revenue, current | 3,645,834 | 4,166,667 |
TOTAL CURRENT LIABILITIES | 6,528,668 | 6,299,633 |
LONG-TERM LIABILITIES | ||
Deferred revenue, net of current portion | 911,458 | 4,166,666 |
Loan payable | 9,155,857 | 9,155,857 |
Accrued interest | 505,363 | 258,639 |
TOTAL LONG-TERM LIABILITIES | 10,572,678 | 13,581,162 |
TOTAL LIABILITIES | $ 17,101,346 | $ 19,880,795 |
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
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, 16,254,985 and 11,707,051 shares issued and outstanding, respectively | 16,255 | 11,707 |
Additional paid-in capital | 34,115,052 | 16,054,697 |
Accumulated other comprehensive income | 9,385 | 0 |
Accumulated deficit | (35,172,466) | (22,315,127) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (1,031,774) | (6,248,723) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 16,069,572 | $ 13,632,072 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Net of accumulated amortization (in dollars) | $ 98,679 | $ 49,930 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,254,985 | 11,707,051 |
Common stock, shares outstanding | 16,254,985 | 11,707,051 |
In Process Research and Development [Member] | ||
Net of accumulated amortization (in dollars) | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
INCOME | ||
Collaboration income | $ 3,776,041 | $ 4,166,667 |
Grant income | 1,741,607 | 620,033 |
TOTAL INCOME | 5,517,648 | 4,786,700 |
OPERATING EXPENSES | ||
Research and development | 13,757,279 | 7,787,384 |
General and administrative | 4,372,195 | 3,017,301 |
TOTAL OPERATING EXPENSES | 18,129,474 | 10,804,685 |
LOSS FROM OPERATIONS | (12,611,826) | (6,017,985) |
OTHER INCOME (EXPENSE) | ||
Investment income | 3,113 | 1,898 |
Interest expense | (248,626) | (200,505) |
TOTAL OTHER INCOME (EXPENSE) | (245,513) | (198,607) |
NET LOSS | (12,857,339) | (6,216,592) |
OTHER COMPREHENSIVE GAIN | ||
Net unrealized gain on marketable securities | 9,385 | 980 |
COMPREHENSIVE LOSS | $ (12,847,954) | $ (6,215,612) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.81) | $ (0.53) |
Weighted average number of shares, basic and diluted (in shares) | 15,902,133 | 11,696,980 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income (loss) [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $ (534,882) | $ 11,687 | $ 15,552,946 | $ (980) | $ (16,098,535) |
Balance (in shares) at Dec. 31, 2013 | 11,687,747 | ||||
Stock-based compensation | 496,939 | $ 5 | 496,934 | 0 | 0 |
Stock-based compensation (in shares) | 4,165 | ||||
Unrealized gain on marketable securities | 980 | $ 0 | 0 | 980 | 0 |
Stock awards, warrants and options exercised | 4,832 | $ 15 | 4,817 | 0 | 0 |
Stock awards, warrants and options exercised (in shares) | 15,139 | ||||
Net loss | (6,216,592) | $ 0 | 0 | 0 | (6,216,592) |
Balance at Dec. 31, 2014 | (6,248,723) | $ 11,707 | 16,054,697 | 0 | (22,315,127) |
Balance (in shares) at Dec. 31, 2014 | 11,707,051 | ||||
Issuance of common stock, net of fees | 16,446,218 | $ 4,498 | 16,441,720 | 0 | 0 |
Issuance of common stock, net of fees (in shares) | 4,497,867 | ||||
Stock-based compensation | 1,573,224 | $ 2 | 1,573,222 | 0 | 0 |
Stock-based compensation (in shares) | 1,666 | ||||
Unrealized gain on marketable securities | 9,385 | $ 0 | 0 | 9,385 | 0 |
Stock awards, warrants and options exercised | 45,461 | $ 48 | 45,413 | 0 | 0 |
Stock awards, warrants and options exercised (in shares) | 48,401 | ||||
Net loss | (12,857,339) | $ 0 | 0 | 0 | (12,857,339) |
Balance at Dec. 31, 2015 | $ (1,031,774) | $ 16,255 | $ 34,115,052 | $ 9,385 | $ (35,172,466) |
Balance (in shares) at Dec. 31, 2015 | 16,254,985 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,857,339) | $ (6,216,592) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 110,865 | 41,896 |
Stock-based compensation | 1,573,224 | 496,939 |
Change in assets - (increase) decrease: | ||
Restricted cash | 2,977,024 | (1,575,165) |
Receivables | 148,295 | (360,233) |
Prepaid expenses and other current assets | 24,920 | (12,573) |
Other assets | (14,826) | (29,592) |
Change in liabilities - increase (decrease): | ||
Accounts payable and accrued expenses | 831,246 | 70,329 |
Accounts payable and accrued expenses, related party | (81,378) | 9,715 |
Accrued interest | 246,724 | 200,505 |
Deferred revenue | (3,776,041) | 8,333,333 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (10,817,286) | 958,562 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of marketable securities | (17,989,625) | 0 |
Proceeds from sales and maturities of marketable securities | 10,000,000 | 327,474 |
Purchases of property and equipment | (129,697) | (162,687) |
Payments for leasehold improvements | (21,530) | (23,744) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (8,140,852) | 141,043 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from sale of common stock | 16,446,218 | 0 |
Proceeds from loan payable, net | 0 | 5,200,791 |
Proceeds from stock awards, warrants and options | 45,461 | 4,832 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 16,491,679 | 5,205,623 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,466,459) | 6,305,228 |
Cash and cash equivalents balance at beginning of period | 8,034,765 | 1,729,537 |
Cash and cash equivalents balance at end of period | 5,568,306 | 8,034,765 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid in cash | 2,685 | 0 |
Income taxes paid in cash | $ 0 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Our consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. 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”) pursuant to a Collaboration Agreement with Janssen and a loan award from the California Institute for Regenerative Medicine (“CIRM”). Cash, cash equivalents and marketable securities as of December 31, 2015 were approximately $ 13.6 8.0 2,839,045 3.523 10,000,000 1,658,822 4.25 7,050,000 1,692,151 2.40 4.1 846,073 4.50 3.4 The Company’s future expenditures and capital requirements may be substantial and will depend on many factors, including but not limited to the following: ⋅ the timing and costs associated with commercialization of its product candidates; ⋅ the timing and costs associated with its clinical trials and preclinical studies; ⋅ the number and scope of its research programs; and ⋅ the costs involved in prosecuting and enforcing patent claims and other intellectual property rights. The Company’s cash requirements are expected to continue to increase as it advances its research, development and commercialization programs and the Company expects to seek additional financing primarily from, but not limited to, the sale and issuance of equity or debt securities, the licensing or sale of its technology and from government grants. The Company cannot provide assurances that financing will be available when and as needed or that, if available, financing will be available on favorable or acceptable terms or at all. If the Company is unable to obtain additional financing when and if required, it would have a material adverse effect on the Company’s business and results of operations and could include reducing expenses and curtailing operations. To the extent the Company issues additional equity securities, its existing stockholders could experience substantial dilution. 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. The most sensitive estimates relate to the period over which the collaboration revenue is recognized and the stock-based compensation. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates. The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. 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. Generally, a reduction of restricted cash occurs when the Company deems certain costs are attributable to the ALLSTAR clinical trial. 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 using 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 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 life of the asset, which such estimated useful lives 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. Depreciation was approximately $ 62,116 32,163 2015 2014 Furniture and fixtures $ 59,128 $ 38,850 Laboratory equipment 387,872 278,453 Leasehold improvements 45,274 23,744 492,274 341,047 Less accumulated depreciation (173,708) (111,592) Property and equipment, net $ 318,566 $ 229,455 Amounts attributable to intellectual property consist primarily of the costs associated with the acquisition of certain technologies, patents, pending patents and related intangible assets with respect to research and development activities. Intellectual property assets are stated at cost and are 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 $ 48,749 10,733 Years ended Amortization Expense 2016 $ 48,749 2017 48,749 2018 43,733 2019 43,277 2020 4,330 Thereafter 2,165 As a result of the merger in 2013 between Capricor and Nile, the Company recorded $ 1.5 Business Combinations The Company reviews 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, 2015, the Company deemed the assets to not be impaired and did not begin amortizing the in-process research and development. 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, 2015 and 2014. Generally, government research grants that provide funding for research and development activities are recognized as income when the related expenses are incurred, as applicable. In August 2013, Capricor was approved for a Phase IIB Bridge grant through the NIH Small Business Innovation Research, or SBIR, program for continued development of its CAP-1002 product candidate. Under the terms of the grant, disbursements are being made to Capricor over a period of approximately three years, in an aggregate amount of approximately $ 2.9 2.4 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. The Company determined the deliverables under its Collaboration Agreement 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 recognized 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 condensed 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 estimated progress of its project. 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, 2015 and 2014. 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. 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 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. 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 13.8 7.8 Comprehensive income (loss) generally represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders. The Company’s comprehensive loss was approximately $ 12.8 6.2 9,385 980 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 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, consultants 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, 2015 and 2014, warrants and options to purchase 6,233,153 and 5,308,581 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. December 31, 2015 Level I Level II Level III Total Marketable securities $ 7,999,010 $ - $ - $ 7,999,010 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. 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. Management has determined the value of the warrant liability to be insignificant at December 31, 2015, and no such liability has been reflected on the balance sheet. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Topic 915): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In February 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. In February 2016, the FASB issued 2016-02, Leases (Topic 842), 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, 2015 | |
LOAN PAYABLE | 2. LOAN PAYABLE On February 5, 2013, Capricor entered into a Loan Agreement with CIRM (the “CIRM Loan Agreement”), pursuant to which CIRM agreed to disburse $ 19,782,136 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 2 1 5 Under the terms of the CIRM Loan Agreement, if Capricor is not in default, 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. Capricor did not issue stock, warrants or other equity to CIRM in connection with this award. Additionally, on September 30, 2015, the Company entered into a Joinder Agreement with Capricor, Inc. and CIRM, pursuant to which, among other things, the Company agreed to become a loan party under the CIRM Loan Agreement and to be jointly and severally responsible with Capricor for the performance of, and to be bound by the obligations and liabilities under, the CIRM Loan Agreement, subject to the rights and benefits afforded to a loan recipient thereunder. In addition to the foregoing, the timing of the distribution of funds pursuant to the CIRM Loan Agreement shall be contingent upon the availability of funds in the California Stem Cell Research and Cures Fund in the California State Treasury, as determined by CIRM in its sole discretion. Disbursements from time to time may be delayed or suspended in order to coincide with projected expenditures and patient estimated enrollment of Capricor’s ALLSTAR clinical trial. 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, 2015, $ 30,000 11,402 2.1 In 2013, Capricor received loan proceeds of $ 3,925,066 2.5 2.8 In April 2014, Capricor received the third disbursement under the loan award of $ 4,679,947 2.6 In July 2014, Capricor received the fourth disbursement under the loan award of $ 514,177 2.6 246,724 200,505 9,155,857 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
STOCKHOLDER'S EQUITY | 3. STOCKHOLDER’S EQUITY Private Placements 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 3.523 10,000,000 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 4.25 7,050,000 Fees paid in conjunction with PIPE 1 and PIPE 2 amounted to $ 605,736 Outstanding Shares At December 31, 2015, the Company had 16,254,985 |
STOCK AWARDS, WARRANTS AND OPTI
STOCK AWARDS, WARRANTS AND OPTIONS | 12 Months Ended |
Dec. 31, 2015 | |
STOCK AWARDS, WARRANTS AND OPTIONS | 4 . STOCK AWARDS, WARRANTS AND OPTIONS Warrants Warrants Weighted Average Outstanding at January 1, 2014 332,281 $ 17.20 Expired (28,400) 94.00 Outstanding at December 31, 2014 303,881 $ 10.02 Exercised (15,401) 2.27 Expired (52,650) 47.00 Outstanding at December 31, 2015 235,830 $ 2.27 At December 31, 2015 Grant Date Warrants Weighted Expiration 4/4/2012 187 $ 2.27 4/4/2017 11/20/2013 235,643 $ 2.27 11/20/2018 235,830 Restricted Stock In August 2014, the Company granted 10,000 1,666 8,588 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 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 At the time the merger between Capricor and Nile became effective, 4,149,710 100,000 At the time the merger between Capricor and Nile became effective, 2,697,311 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 2015 and 2014 were approximately $ 3.84 4.40 The Company estimates the fair value of each option award using the Black-Scholes option-pricing model. December 31, 2015 December 31, 2014 Expected volatility 76% - 82% 112% - 117% Expected term 5-7 years 7 years Dividend yield 0% 0% Risk-free interest rates 0.3% - 2.1% 2.2% 2015 2014 General and administrative $ 1,276,370 $ 345,682 Research and development 288,265 134,555 Total $ 1,564,635 $ 480,237 Shares Outstanding Weighted Average Weighted Average Range of Ex. Prices Shares Outstanding Term (yrs.) Exercise Price $0.16 - $0.19 100,627 2.80 $ 0.17 $0.30 - $0.37 4,360,116 6.36 0.36 $0.87 56,021 2.95 0.87 $3.58 - $5.78 1,443,948 9.25 5.15 $9.14 - $12.00 33,011 8.38 11.34 $18.50 - $28.50 3,600 0.28 28.08 5,997,323 6.97 $ 1.59 Shares Exercisable Weighted Average Weighted Average Range of Ex. Prices Shares Exercisable Term (yrs.) Exercise Price $0.16 - $0.19 100,627 2.80 $ 0.17 $0.30 - $0.37 3,999,627 6.28 0.36 $0.87 56,021 2.95 0.87 $3.58 - $5.78 346,586 9.04 5.32 $9.14 - $12.00 6,341 8.12 12.00 $18.50 - $28.50 3,600 0.28 28.08 4,512,802 6.37 $ 0.78 As of December 31, 2015, the total unrecognized fair value compensation cost related to non-vested stock options was approximately $ 4.2 3.0 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. Number of Weighted Average Aggregate Outstanding at January 1, 2014 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 $ 15,014,100 Granted 1,311,137 5.31 Exercised (33,000) 0.32 Expired/Cancelled (285,514) 4.03 Outstanding at December 31, 2015 5,997,323 $ 1.59 $ 8,876,038 Exercisable at December 31, 2015 4,512,802 $ 0.78 $ 10,334,317 The aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock for each of the respective periods. The aggregate intrinsic value of options exercised was $ 131,708 82,058 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2015 | |
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 13.6 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
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 was $ 16,620 17,285 17,957 21,420 22,111 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 under the Facilities Lease was approximately $ 15,461 19,350 Unless renewed, each of the leases described above will not be in effect for fiscal year 2018. Years ended Operating Leases 2016 $ 364,866 2017 96,750 Total minimum lease payments $ 461,616 Expenses incurred under operating leases to unrelated parties for the years ended December 31, 2015 and 2014 were approximately $ 255,942 203,430 224,421 153,682 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, 2015. |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2015 | |
LICENSE AGREEMENTS | 7. LICENSE AGREEMENTS Capricor’s Technology - CAP-1002, CAP-1001, CSps and Exosomes Capricor has entered into exclusive license agreements for intellectual property rights related to cardiac-derived cells with Università Degli Studi Di Roma at la Sapienza (the “University of Rome”), 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 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 20,000 100,000 1,000,000 1,850,000 100,000 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 Agreements License Agreement for CDCs 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 $ 350,000 800,000 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. On March 20, 2015, Capricor and CSMC entered into a First Amendment to the Amended CSMC License Agreement, pursuant to which the parties agreed to delete certain patent applications from the list of Scheduled Patents which Capricor determined not to be material to the portfolio. License Agreement for Exosomes 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. 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 was required to pay CSMC an upfront fee of $ 20,000 34,000 15,000 75,000 190,000 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, the Co-Founder of Capricor and Chairman of Capricor’s Scientific Advisory Board. 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 $ 12.5 325.0 Company 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 The Amended Mayo Agreement will, unless sooner terminated, expire on the later of (a) the expiration of the last to expire valid claim contained in the Mayo patents, or (b) 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. Such condition was satisfied when the Company initiated its clinical trial of Cenderitide in January 2015. 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 had 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 failed to commence a clinical trial of a CD-NP product within 18 months from the effective date. Such condition was satisfied when the Company initiated its clinical trial of Cenderitide in January 2015. 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 7.0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
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 the Chairman of Capricor’s Scientific Advisory Board. 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. 2,500 30,000 Consulting Agreements Effective January 1, 2013, Frank Litvack, the Company’s Executive Chairman and a member of its Board of Directors, entered into an oral Consulting Agreement with Capricor whereby Capricor agreed to pay Dr. Litvack fees of $10,000 per month for consulting services. Payables to Related Party At December 31, 2015 and 2014, the Company had accounts payable and accrued expenses to related parties totaling $ 352,334 433,712 352,334 421,328 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
SUBSEQUENT EVENTS | March 2016 Financing On March 14, 2016, the Company entered into a Subscription Agreement with certain investors pursuant to which, on March 16, 2016, the Company issued and sold to the investors an aggregate of approximately $ 4.1 1,692,151 2.40 Pursuant to the Subscription Agreement, the Company also issued and sold to the investors, in a concurrent private placement, warrants to purchase up to an aggregate of 846,073 4.50 The Company received net proceeds of approximately $ 3.9 In connection with the private placement of the warrants, the Company entered into a Registration Rights Agreement with the investors on March 14, 2016, pursuant to which the Company agreed to (i) prepare and file with the SEC a registration statement to register for resale the shares of common stock issuable upon exercise of the warrants within 90 calendar days following the closing of the private placement, and (ii) use its reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. Additional CIRM Disbursement On March 11, 2016, Capricor received an additional disbursement from CIRM for $ 1.0 CIRM Grant Award On March 16, 2016, Capricor was informed by CIRM that its Application Review Subcommittee of the Independent Citizens’ Oversight Committee approved a grant award in the amount of approximately $ 3.4 |
ORGANIZATION AND SUMMARY OF S16
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business | 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. |
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 | 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”) pursuant to a Collaboration Agreement with Janssen and a loan award from the California Institute for Regenerative Medicine (“CIRM”). Cash, cash equivalents and marketable securities as of December 31, 2015 were approximately $ 13.6 8.0 2,839,045 3.523 10,000,000 1,658,822 4.25 7,050,000 1,692,151 2.40 4.1 846,073 4.50 3.4 The Company’s future expenditures and capital requirements may be substantial and will depend on many factors, including but not limited to the following: ⋅ the timing and costs associated with commercialization of its product candidates; ⋅ the timing and costs associated with its clinical trials and preclinical studies; ⋅ the number and scope of its research programs; and ⋅ the costs involved in prosecuting and enforcing patent claims and other intellectual property rights. The Company’s cash requirements are expected to continue to increase as it advances its research, development and commercialization programs and the Company expects to seek additional financing primarily from, but not limited to, the sale and issuance of equity or debt securities, the licensing or sale of its technology and from government grants. The Company cannot provide assurances that financing will be available when and as needed or that, if available, financing will be available on favorable or acceptable terms or at all. If the Company is unable to obtain additional financing when and if required, it would have a material adverse effect on the Company’s business and results of operations and could include reducing expenses and curtailing operations. To the extent the Company issues additional equity securities, its existing stockholders could experience substantial dilution. |
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. The most sensitive estimates relate to the period over which the collaboration revenue is recognized and the stock-based compensation. 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. Generally, a reduction of restricted cash occurs when the Company deems certain costs are attributable to the ALLSTAR clinical trial. |
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 using 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 life of the asset, which such estimated useful lives 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. Depreciation was approximately $ 62,116 32,163 Property and equipment consisted of the following at December 31: 2015 2014 Furniture and fixtures $ 59,128 $ 38,850 Laboratory equipment 387,872 278,453 Leasehold improvements 45,274 23,744 492,274 341,047 Less accumulated depreciation (173,708) (111,592) Property and equipment, net $ 318,566 $ 229,455 |
Intangible Assets | Intangible Assets Amounts attributable to intellectual property consist primarily of the costs associated with the acquisition of certain technologies, patents, pending patents and related intangible assets with respect to research and development activities. Intellectual property assets are stated at cost and are 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 $ 48,749 10,733 Years ended Amortization Expense 2016 $ 48,749 2017 48,749 2018 43,733 2019 43,277 2020 4,330 Thereafter 2,165 As a result of the merger in 2013 between Capricor and Nile, the Company recorded $ 1.5 Business Combinations The Company reviews 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, 2015, 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, 2015 and 2014. |
Government Research Grants | Government Research Grants Generally, government research grants that provide funding for research and development activities are recognized as income when the related expenses are incurred, as applicable. In August 2013, Capricor was approved for a Phase IIB Bridge grant through the NIH Small Business Innovation Research, or SBIR, program for continued development of its CAP-1002 product candidate. Under the terms of the grant, disbursements are being made to Capricor over a period of approximately three years, in an aggregate amount of approximately $ 2.9 2.4 |
Income from Collaborative Arrangements | 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. The Company determined the deliverables under its Collaboration Agreement 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 recognized 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 condensed 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 estimated progress of its project. |
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, 2015 and 2014. 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 13.8 7.8 |
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. The Company’s comprehensive loss was approximately $ 12.8 6.2 9,385 980 |
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 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, consultants 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, 2015 and 2014, warrants and options to purchase 6,233,153 5,308,581 |
Fair Value Measurements | Fair Value Measurements 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. December 31, 2015 Level I Level II Level III Total Marketable securities $ 7,999,010 $ - $ - $ 7,999,010 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. Management has determined the value of the warrant liability to be insignificant at December 31, 2015, 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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Topic 915): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In February 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. In February 2016, the FASB issued 2016-02, Leases (Topic 842), 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 S17
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property And Equipment | 2015 2014 Furniture and fixtures $ 59,128 $ 38,850 Laboratory equipment 387,872 278,453 Leasehold improvements 45,274 23,744 492,274 341,047 Less accumulated depreciation (173,708) (111,592) Property and equipment, net $ 318,566 $ 229,455 |
Summary of future amortization expense | A summary of future amortization expense as of December 31, 2015 is as follows: Years ended Amortization Expense 2016 $ 48,749 2017 48,749 2018 43,733 2019 43,277 2020 4,330 Thereafter 2,165 |
Fair Value Measurements | The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: December 31, 2015 Level I Level II Level III Total Marketable securities $ 7,999,010 $ - $ - $ 7,999,010 |
STOCK AWARDS, WARRANTS AND OP18
STOCK AWARDS, WARRANTS AND OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule Of Warrant Activity | The following table summarizes all warrant activity for the years ended December 31, 2015 and 2014: Warrants Weighted Average Outstanding at January 1, 2014 332,281 $ 17.20 Expired (28,400) 94.00 Outstanding at December 31, 2014 303,881 $ 10.02 Exercised (15,401) 2.27 Expired (52,650) 47.00 Outstanding at December 31, 2015 235,830 $ 2.27 |
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, 2015: At December 31, 2015 Grant Date Warrants Weighted Expiration 4/4/2012 187 $ 2.27 4/4/2017 11/20/2013 235,643 $ 2.27 11/20/2018 235,830 |
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, 2015 and 2014: December 31, 2015 December 31, 2014 Expected volatility 76% - 82% 112% - 117% Expected term 5-7 years 7 years Dividend yield 0% 0% Risk-free interest rates 0.3% - 2.1% 2.2% |
Employee Stock-based Compensation Costs | Employee and non-employee stock-based compensation expense for the years ended December 31, 2015 and 2014 was as follows: 2015 2014 General and administrative $ 1,276,370 $ 345,682 Research and development 288,265 134,555 Total $ 1,564,635 $ 480,237 |
Schedule of Summarizing Stock Option Activity | The following table summarizes information about stock options outstanding and exercisable at December 31, 2015: Shares Outstanding Weighted Average Weighted Average Range of Ex. Prices Shares Outstanding Term (yrs.) Exercise Price $0.16 - $0.19 100,627 2.80 $ 0.17 $0.30 - $0.37 4,360,116 6.36 0.36 $0.87 56,021 2.95 0.87 $3.58 - $5.78 1,443,948 9.25 5.15 $9.14 - $12.00 33,011 8.38 11.34 $18.50 - $28.50 3,600 0.28 28.08 5,997,323 6.97 $ 1.59 Shares Exercisable Weighted Average Weighted Average Range of Ex. Prices Shares Exercisable Term (yrs.) Exercise Price $0.16 - $0.19 100,627 2.80 $ 0.17 $0.30 - $0.37 3,999,627 6.28 0.36 $0.87 56,021 2.95 0.87 $3.58 - $5.78 346,586 9.04 5.32 $9.14 - $12.00 6,341 8.12 12.00 $18.50 - $28.50 3,600 0.28 28.08 4,512,802 6.37 $ 0.78 |
Information about Stock Options Outstanding and Exercisable | The following is a schedule summarizing employee and non-employee stock option activity for the years ended December 31, 2015 and 2014: Number of Weighted Average Aggregate Outstanding at January 1, 2014 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 $ 15,014,100 Granted 1,311,137 5.31 Exercised (33,000) 0.32 Expired/Cancelled (285,514) 4.03 Outstanding at December 31, 2015 5,997,323 $ 1.59 $ 8,876,038 Exercisable at December 31, 2015 4,512,802 $ 0.78 $ 10,334,317 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Future Minimum Rental Payments for Operating Leases | A summary of future minimum rental payments required under operating leases as of December 31, 2015 is as follows: Years ended Operating Leases 2016 $ 364,866 2017 96,750 Total minimum lease payments $ 461,616 |
ORGANIZATION AND SUMMARY OF S20
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Gross | $ 492,274 | $ 341,047 |
Less accumulated depreciation | (173,708) | (111,592) |
Property and equipment, net | 318,566 | 229,455 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment, Gross | 59,128 | 38,850 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment, Gross | 387,872 | 278,453 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | $ 45,274 | $ 23,744 |
ORGANIZATION AND SUMMARY OF S21
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 48,749 |
2,017 | 48,749 |
2,018 | 43,733 |
2,019 | 43,277 |
2,020 | 4,330 |
Thereafter | $ 2,165 |
ORGANIZATION AND SUMMARY OF S22
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Dec. 31, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable Securities | $ 7,999,010 |
Level 1[Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable Securities | 7,999,010 |
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 S23
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Feb. 03, 2015 | Mar. 16, 2016 | Jan. 09, 2015 | Aug. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Line Items] | |||||||
Research and Development in Process | $ 1,500,000 | ||||||
Research and Development Expense, Total | 13,757,279 | $ 7,787,384 | |||||
Cash, Cash Equivalents, and Marketable Securities | $ 13,600,000 | $ 8,000,000 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,233,153 | 5,308,581 | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (12,847,954) | $ (6,215,612) | |||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 9,385 | 980 | |||||
Stock Issued During Period, Shares, New Issues | 1,658,822 | 2,839,045 | |||||
Shares Issued, Price Per Share | $ 4.25 | $ 3.523 | |||||
Stock Issued During Period, Value, New Issues | $ 7,050,000 | $ 10,000,000 | 16,446,218 | ||||
Amortization of Intangible Assets | 48,749 | 10,733 | |||||
Depreciation | $ 62,116 | $ 32,163 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.27 | $ 10.02 | $ 17.20 | ||||
Research and Development Arrangement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Government Grants Received | $ 2,900,000 | ||||||
Grants Receivable | $ 2,400,000 | ||||||
Subsequent Event [Member] | Investor [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,692,151 | ||||||
Shares Issued, Price Per Share | $ 2.40 | ||||||
Stock Issued During Period, Value, New Issues | $ 4,100,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 846,073 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | ||||||
Subsequent Event [Member] | California Institute for Regenerative Medicine [Member] | |||||||
Accounting Policies [Line Items] | |||||||
CIRM Grant Award, Value | $ 3,400,000 | ||||||
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 | Dec. 31, 2015 | 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 | 0 | $ 5,200,791 | ||||
Interest expense | 248,626 | 200,505 | ||||
Long Term Loans Payable | $ 9,155,857 | 9,155,857 | ||||
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% | |||||
Deferred Finance Costs, Noncurrent, Net | $ 11,402 | |||||
Amortization Period of Finance Cost | 2 years 1 month 6 days | |||||
Proceeds from Issuance of Long-term Debt, Total | $ 514,177 | $ 4,679,947 | $ 3,925,066 | |||
Debt Instrument, Interest Rate, Effective Percentage | 2.60% | 2.60% | ||||
Interest expense | $ 246,724 | 200,505 | ||||
Amount Awarded Under Loan Agreement | $ 19,782,136 | |||||
Long Term Loans Payable | $ 9,155,857 | $ 9,155,857 | ||||
CIRM Loan Agreement [Member] | Minimum [Member] | ||||||
LOAN PAYABLE [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | |||||
CIRM Loan Agreement [Member] | Maximum [Member] | ||||||
LOAN PAYABLE [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.80% |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Feb. 03, 2015 | Jan. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||
Common Stock Shares Issued | 16,254,985 | 11,707,051 | ||
Stock Issued During Period, Shares, New Issues | 1,658,822 | 2,839,045 | ||
Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,658,822 | 2,839,045 | ||
Sale of Stock, Price Per Share | $ 4.25 | $ 3.523 | ||
Payments of Stock Issuance Costs | $ 605,736 | |||
Stock Issued During Period Gross Value New Issues | $ 7,050,000 | $ 10,000,000 |
STOCK AWARDS, WARRANTS AND OP26
STOCK AWARDS, WARRANTS AND OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding at Beginning | 303,881 | 332,281 |
Warrants Exercised | (15,401) | |
Warrants Expired | (52,650) | (28,400) |
Warrants Outstanding at Ending | 235,830 | 303,881 |
Weighted Average Exercise Price Outstanding at Beginning | $ 10.02 | $ 17.20 |
Weighted Average Exercise Price Exercised | 2.27 | |
Weighted Average Exercise Price Expired | 47 | 94 |
Weighted Average Exercise Price Outstanding at Ending | $ 2.27 | $ 10.02 |
STOCK AWARDS, WARRANTS AND OP27
STOCK AWARDS, WARRANTS AND OPTIONS (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 235,830 | 303,881 | 332,281 |
Weighted Average Exercise Price | $ 2.27 | $ 10.02 | $ 17.20 |
Period Issuance two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | Apr. 4, 2012 | ||
Warrants Outstanding | 187 | ||
Weighted Average Exercise Price | $ 2.27 | ||
Expiration Date | Apr. 4, 2017 | ||
Period Issuance three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | Nov. 20, 2013 | ||
Warrants Outstanding | 235,643 | ||
Weighted Average Exercise Price | $ 2.27 | ||
Expiration Date | Nov. 20, 2018 |
STOCK AWARDS, WARRANTS AND OP28
STOCK AWARDS, WARRANTS AND OPTIONS (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 7 years | |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rates | 2.20% | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 82.00% | 117.00% |
Expected term | 7 years | |
Risk-free interest rates | 2.10% | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 76.00% | 112.00% |
Expected term | 5 years | |
Risk-free interest rates | 0.30% |
STOCK AWARDS, WARRANTS AND OP29
STOCK AWARDS, WARRANTS AND OPTIONS (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $ 1,564,635 | $ 480,237 |
General and adminstrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | 1,276,370 | 345,682 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $ 288,265 | $ 134,555 |
STOCK AWARDS, WARRANTS AND OP30
STOCK AWARDS, WARRANTS AND OPTIONS (Details 4) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | shares | 5,997,323 |
Outstanding, Weighted Average Term | 6 years 11 months 19 days |
Outstanding, Weighted Average Exercise Price | $ 1.59 |
Exercisable, Total Shares | shares | 4,512,802 |
Exercisable, Weighted Average Term | 6 years 4 months 13 days |
Exercisable, Weighted Average Exercise Price | $ 0.78 |
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 | shares | 100,627 |
Outstanding, Weighted Average Term | 2 years 9 months 18 days |
Outstanding, Weighted Average Exercise Price | $ 0.17 |
Exercisable, Total Shares | shares | 100,627 |
Exercisable, Weighted Average Term | 2 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 | shares | 4,360,116 |
Outstanding, Weighted Average Term | 6 years 4 months 10 days |
Outstanding, Weighted Average Exercise Price | $ 0.36 |
Exercisable, Total Shares | shares | 3,999,627 |
Exercisable, Weighted Average Term | 6 years 3 months 11 days |
Exercisable, Weighted Average Exercise Price | $ 0.36 |
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 | shares | 56,021 |
Outstanding, Weighted Average Term | 2 years 11 months 12 days |
Outstanding, Weighted Average Exercise Price | $ 0.87 |
Exercisable, Total Shares | shares | 56,021 |
Exercisable, Weighted Average Term | 2 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 | 3.58 |
Range of Exercise Prices, upper range | $ 5.78 |
Outstanding, Shares | shares | 1,443,948 |
Outstanding, Weighted Average Term | 9 years 3 months |
Outstanding, Weighted Average Exercise Price | $ 5.15 |
Exercisable, Total Shares | shares | 346,586 |
Exercisable, Weighted Average Term | 9 years 14 days |
Exercisable, Weighted Average Exercise Price | $ 5.32 |
Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower range | 9.14 |
Range of Exercise Prices, upper range | $ 12 |
Outstanding, Shares | shares | 33,011 |
Outstanding, Weighted Average Term | 8 years 4 months 17 days |
Outstanding, Weighted Average Exercise Price | $ 11.34 |
Exercisable, Total Shares | shares | 6,341 |
Exercisable, Weighted Average Term | 8 years 1 month 13 days |
Exercisable, Weighted Average Exercise Price | $ 12 |
Range Six [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 | shares | 3,600 |
Outstanding, Weighted Average Term | 3 months 11 days |
Outstanding, Weighted Average Exercise Price | $ 28.08 |
Exercisable, Total Shares | shares | 3,600 |
Exercisable, Weighted Average Term | 3 months 11 days |
Exercisable, Weighted Average Exercise Price | $ 28.08 |
STOCK AWARDS, WARRANTS AND OP31
STOCK AWARDS, WARRANTS AND OPTIONS (Details 5) - Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Outstanding at Beginning of the period | 5,004,700 | 4,888,519 |
Granted | 1,311,137 | 368,154 |
Exercised | (33,000) | (15,139) |
Expired/Cancelled | (285,514) | (236,834) |
Outstanding at Ending of the period | 5,997,323 | 5,004,700 |
Exercisable | 4,512,802 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning of the period | $ 0.75 | $ 0.51 |
Granted | 5.31 | 5.01 |
Exercised | 0.32 | 0.32 |
Expired/Cancelled | 4.03 | 2.39 |
Outstanding at Ending of the period | 1.59 | $ 0.75 |
Exercisable | $ 0.78 | |
Aggregate Intrinsic Value | ||
Outstanding at Ending of the period | $ 8,876,038 | $ 15,014,100 |
Exercisable | $ 10,334,317 |
STOCK AWARDS, WARRANTS AND OP32
STOCK AWARDS, WARRANTS AND OPTIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Dec. 31, 2015 | Dec. 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 | $ 4,200,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.84 | $ 4.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 131,708 | $ 82,058 | |
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 | 1,666 | ||
Stock Issued During Period, Value, Issued for Services | $ 8,588 | ||
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] | 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] | |||
Amount Authorized in Plans After Merger | 4,149,710 | ||
Incentive Stock Option [Member] | Stock Option Plan 2012 [Member] | |||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | |||
Minimum Limit Of Fair Market Value To Be Treated As Non-Statutory Stock | $ 100,000 |
CONCENTRATIONS (Details Textual
CONCENTRATIONS (Details Textual) | Dec. 31, 2015USD ($) |
Concentration Risk [Line Items] | |
Cash, Uninsured Amount | $ 13,600,000 |
Financial Institution One [Member] | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | 250,000 |
Financial Institution Two [Member] | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | $ 250,000 |
COMMITMENTS AND CONTINGENCIES34
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2015USD ($) |
Other Commitments [Line Items] | |
2,016 | $ 364,866 |
2,017 | 96,750 |
Total minimum lease payments | $ 461,616 |
COMMITMENTS AND CONTINGENCIES35
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | Feb. 02, 2015 | Jul. 31, 2015 | Mar. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | May. 14, 2014 |
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating Leases, Rent Expense, Net | $ 17,957 | |||||||
Unrealated Party [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating Leases, Rent Expense, Net | $ 255,942 | $ 203,430 | ||||||
Related party [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating Leases, Rent Expense | $ 224,421 | $ 153,682 | ||||||
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 | |||||||
Operating Leases, Rent Expense, Net | $ 21,420 | $ 17,285 | $ 16,620 | |||||
Operating Leases, Rent Expense, Contingent Rentals | $ 22,111 |
LICENSE AGREEMENTS (Details Tex
LICENSE AGREEMENTS (Details Textual) | 1 Months Ended | 12 Months Ended | ||
Feb. 27, 2015USD ($) | Dec. 27, 2013USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2015EUR (€)shares | |
LICENSE AGREEMENTS [Line Items] | ||||
Additional Milestone Payments to be Received Contingent upon Exercise of Options | $ 325,000,000 | |||
Payments for Royalties | € | € 20,000 | |||
Medtronic [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Upfront Payment | $ 100,000 | |||
Additional Milestone Payable Maximum Amount | 7,000,000 | |||
Exosomes License Agreement [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Upfront Payment | 20,000 | |||
Additional Milestone Payable Maximum Amount | $ 190,000 | |||
Reimbursed Expenses to be Paid | 34,000 | |||
Janssen Agreement [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Payment For Development Fee | $ 12,500,000 | |||
Minimum [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Development Milestones | 350,000 | |||
Maximum [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Development Milestones | 800,000 | |||
Maximum [Member] | JHU License Agreement [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Accrued Milestone Payments | 1,850,000 | |||
Completion of Phase One [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Range of Milestone Payments, Payable Upon Successful Completion of Certain Phases | 100,000 | |||
Completion of Phase One [Member] | Exosomes License Agreement [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Milestone Payments To Be Made Upon Successful Completion Of Certain Phases | 15,000 | |||
Completion of Phase One [Member] | Minimum [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Range of Milestone Payments, Payable Upon Successful Completion of Certain Phases | 100,000 | |||
Obtention of FDA Approval [Member] | Exosomes License Agreement [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Milestone Payments To Be Made Upon Successful Completion Of Certain Phases | $ 75,000 | |||
Obtention of FDA Approval [Member] | Maximum [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Range of Milestone Payments, Payable Upon Successful Completion of Certain Phases | $ 1,000,000 | |||
Mayo License Agreement [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Common Stock Issued as Additional Consideration for Grant of Certain Rights | shares | 18,000 | 18,000 | ||
First and Second Anniversary [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Payments for Royalties | $ 5,000 | |||
Tenth Anniversary and Thereafter [Member] | ||||
LICENSE AGREEMENTS [Line Items] | ||||
Payments for Royalties | $ 20,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 24, 2014 | Apr. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Accounts Payable and Accrued Expenses Related Party Current | $ 352,334 | $ 433,712 | ||
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 January 1, 2013, Frank Litvack, the Companys Executive Chairman and a member of its Board of Directors, entered into an oral Consulting Agreement with Capricor whereby Capricor agreed to pay Dr. Litvack fees of $10,000 per month for consulting services. | |||
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 | $ 352,334 | $ 421,328 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Mar. 11, 2016 | Feb. 03, 2015 | Mar. 31, 2016 | Mar. 16, 2016 | Jan. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stock Issued During Period, Shares, New Issues | 1,658,822 | 2,839,045 | ||||||
Shares Issued, Price Per Share | $ 4.25 | $ 3.523 | ||||||
Stock Issued During Period, Value, New Issues | $ 7,050,000 | $ 10,000,000 | $ 16,446,218 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.27 | $ 10.02 | $ 17.20 | |||||
Proceeds from Issuance of Common Stock | $ 16,446,218 | $ 0 | ||||||
Private Placement One [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,658,822 | 2,839,045 | ||||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 4,497,867 | |||||||
Stock Issued During Period, Value, New Issues | $ 4,498 | |||||||
Subsequent Event [Member] | ||||||||
Proceeds from Issuance of Common Stock | $ 3,900,000 | |||||||
Subsequent Event [Member] | California Institute for Regenerative Medicine [Member] | ||||||||
CIRM Disbursement, Milestone Method, Consideration Recognized | $ 1,000,000 | |||||||
CIRM Grant Award, Value | $ 3,400,000 | |||||||
Subsequent Event [Member] | Investors [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,692,151 | |||||||
Shares Issued, Price Per Share | $ 2.40 | |||||||
Stock Issued During Period, Value, New Issues | $ 4,100,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 846,073 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Private Placement One [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 0 | |||||||
Shares Issued, Price Per Share | $ 0 | |||||||
Stock Issued During Period, Value, New Issues | $ 0 |