Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 14, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | $ 32,566,107 | ||
Trading Symbol | CAPR | ||
Entity Common Stock, Shares Outstanding | 21,399,019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,204,378 | $ 5,568,306 |
Marketable securities | 12,990,510 | 7,999,010 |
Restricted cash | 1,347,225 | 0 |
Awards receivable | 223,335 | 211,938 |
Prepaid expenses and other current assets | 342,892 | 210,603 |
TOTAL CURRENT ASSETS | 18,108,340 | 13,989,857 |
PROPERTY AND EQUIPMENT, net | 435,336 | 318,566 |
OTHER ASSETS | ||
Intangible assets, net of accumulated amortization of $147,429 and $98,679, respectively | 142,253 | 191,003 |
In-process research and development, net of accumulated amortization of $0 | 0 | 1,500,000 |
Other assets | 61,426 | 70,146 |
TOTAL ASSETS | 18,747,355 | 16,069,572 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 3,038,780 | 2,530,500 |
Accounts payable and accrued expenses, related party | 489,217 | 352,334 |
Deferred revenue, current | 1,367,186 | 3,645,834 |
TOTAL CURRENT LIABILITIES | 4,895,183 | 6,528,668 |
LONG-TERM LIABILITIES | ||
Deferred revenue, net of current portion | 0 | 911,458 |
Loan payable | 13,905,857 | 9,155,857 |
CIRM liability | 3,100,000 | 0 |
Accrued interest | 849,469 | 505,363 |
TOTAL LONG-TERM LIABILITIES | 17,855,326 | 10,572,678 |
TOTAL LIABILITIES | 22,750,509 | 17,101,346 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
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, 21,399,019 and 16,254,985 shares issued and outstanding, respectively | 21,399 | 16,255 |
Additional paid-in capital | 49,951,165 | 34,115,052 |
Accumulated other comprehensive income | 3,524 | 9,385 |
Accumulated deficit | (53,979,242) | (35,172,466) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (4,003,154) | (1,031,774) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 18,747,355 | $ 16,069,572 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Net of accumulated amortization (in dollars) | $ 147,429 | $ 98,679 |
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 | 21,399,019 | 16,254,985 |
Common stock, shares outstanding | 21,399,019 | 16,254,985 |
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, 2016 | Dec. 31, 2015 | |
INCOME | ||
Collaboration income | $ 3,190,106 | $ 3,776,041 |
Grant income | 808,512 | 1,741,607 |
TOTAL INCOME | 3,998,618 | 5,517,648 |
OPERATING EXPENSES | ||
Research and development | 16,042,082 | 13,757,279 |
General and administrative | 4,933,054 | 4,372,195 |
TOTAL OPERATING EXPENSES | 20,975,136 | 18,129,474 |
LOSS FROM OPERATIONS | (16,976,518) | (12,611,826) |
OTHER INCOME (EXPENSE) | ||
Investment income | 14,407 | 3,113 |
Interest expense | (344,665) | (248,626) |
Impairment of in-process research and development | (1,500,000) | 0 |
TOTAL OTHER INCOME (EXPENSE) | (1,830,258) | (245,513) |
NET LOSS | (18,806,776) | (12,857,339) |
OTHER COMPREHENSIVE GAIN (LOSS) | ||
Net unrealized gain (loss) on marketable securities | (5,861) | 9,385 |
COMPREHENSIVE LOSS | $ (18,812,637) | $ (12,847,954) |
Net loss per share, basic and diluted (in dollars per share) | $ (1.01) | $ (0.81) |
Weighted average number of shares, basic and diluted (in shares) | 18,551,013 | 15,902,133 |
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, 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 loss on marketable securities | 9,385 | $ 0 | 0 | 9,385 | 0 |
Stock options exercised | 45,461 | $ 48 | 45,413 | 0 | 0 |
Stock 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 | ||||
Issuance of common stock, net of fees | 13,864,817 | $ 5,095 | 13,859,722 | 0 | 0 |
Issuance of common stock, net of fees (in shares) | 5,095,276 | ||||
Stock-based compensation | 1,962,465 | $ 0 | 1,962,465 | 0 | 0 |
Stock-based compensation (in shares) | 0 | ||||
Unrealized loss on marketable securities | (5,861) | $ 0 | 0 | (5,861) | 0 |
Stock options exercised | 13,975 | $ 49 | 13,926 | 0 | 0 |
Stock options exercised (in shares) | 48,758 | ||||
Net loss | (18,806,776) | $ 0 | 0 | 0 | (18,806,776) |
Balance at Dec. 31, 2016 | $ (4,003,154) | $ 21,399 | $ 49,951,165 | $ 3,524 | $ (53,979,242) |
Balance (in shares) at Dec. 31, 2016 | 21,399,019 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (18,806,776) | $ (12,857,339) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 125,719 | 110,865 |
Stock-based compensation | 1,962,465 | 1,573,224 |
Non-cash impairment | 1,500,000 | 0 |
Change in assets - (increase) decrease: | ||
Restricted cash | (1,347,225) | 2,977,024 |
Receivables | (11,397) | 148,295 |
Prepaid expenses and other current assets | (132,289) | 24,920 |
Other assets | 8,720 | (14,826) |
Change in liabilities - increase (decrease): | ||
Accounts payable and accrued expenses | 508,280 | 831,246 |
Accounts payable and accrued expenses, related party | 136,883 | (81,378) |
Accrued interest | 344,106 | 246,724 |
CIRM liability | 3,100,000 | 0 |
Deferred revenue | (3,190,106) | (3,776,041) |
NET CASH USED IN OPERATING ACTIVITIES | (15,801,620) | (10,817,286) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of marketable securities | (17,997,361) | (17,989,625) |
Proceeds from sales and maturities of marketable securities | 13,000,000 | 10,000,000 |
Purchases of property and equipment | (191,970) | (129,697) |
Payments for leasehold improvements | (1,769) | (21,530) |
NET CASH USED IN INVESTING ACTIVITIES | (5,191,100) | (8,140,852) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from sale of common stock | 13,864,817 | 16,446,218 |
Proceeds from loan payable | 4,750,000 | 0 |
Proceeds from stock awards, warrants, and options | 13,975 | 45,461 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 18,628,792 | 16,491,679 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (2,363,928) | (2,466,459) |
Cash and cash equivalents balance at beginning of period | 5,568,306 | 8,034,765 |
Cash and cash equivalents balance at end of period | 3,204,378 | 5,568,306 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid in cash | 1,343 | 2,685 |
Income taxes paid in cash | $ 0 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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, focusing on cardiovascular diseases as well as exploring other indications. Capricor, Inc. (“Capricor”), a privately-held company and a wholly-owned subsidiary of Capricor Therapeutics, 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, have four drug candidates, two of which are in various stages of active 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 and a grant from the California Institute for Regenerative Medicine (“CIRM”). Cash, cash equivalents and marketable securities as of December 31, 2016 were approximately $ 16.2 13.6 1,692,151 2.40 4.1 846,073 4.50 3,403,125 3.20 10.9 Additionally, under the terms of the Company’s ALLSTAR Loan Award with CIRM (see Note 2 “Loan Payable”), Capricor received $ 4.8 3.4 2.3 3.1 2.4 The Company’s principal uses of cash are for research and development expenses, general and administrative expenses, capital expenditures and other working capital requirements. 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 the manufacturing of its product candidates; · 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 the Company could be required to reduce expenses and curtail 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 U.S. generally accepted accounting principles (“U.S. GAAP”) , recoverability and fair value of intangible assets, The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company has two awards with CIRM designated for specific use, a Loan Agreement with CIRM (the “CIRM Loan Agreement”) entered into on February 5, 2013 The was 1.3 and $ 0 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 $ 85,888 62,116 2016 2015 Furniture and fixtures $ 51,161 $ 59,128 Laboratory equipment 587,809 387,872 Leasehold improvements 47,043 45,274 686,013 492,274 Less accumulated depreciation (250,677) (173,708) Property and equipment, net $ 435,336 $ 318,566 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. Certain 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 Years ended Amortization Expense 2017 $ 48,749 2018 43,733 2019 43,276 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 1.5 shown within the statement of operations and comprehensive loss as an other expense 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 related to long-lived assets was recorded for the years ended December 31, 2016 and 2015. Generally, government research grants that provide funding for research and development activities are recognized as income when the related expenses are incurred, as applicable. Because the terms of the CIRM Award allow Capricor to elect to convert the grant into a loan at the end of the project period, the CIRM Award is being classified as a liability rather than income (see Note 6 - “Government Grant Awards”). 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 that the deliverables under its Collaboration Agreement with Janssen (see Note 8 “License Agreements”) did not meet the criteria to be considered separate accounting units for the purposes of revenue recognition. As a result, the Company recognizes revenue from non-refundable, upfront fees ratably over the term of its performance under the agreement with Janssen. The upfront payments received, pending recognition as revenue, are recorded as deferred revenue and are classified as a short-term or long-term liability on the consolidated balance sheets of the Company and amortized over the estimated period of performance. The Company periodically reviews the estimated performance period of its contract based on the 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. As of December 31, 2016, the Company had federal net operating loss carryforwards of approximately $ 84.2 2026 80.0 2017 1.4 0.1 2027 2035 Under Section 382 of the Code, the Company’s ability to utilize NOL carryforwards or other tax attributes, such as federal tax credits, in any taxable year may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. Similar rules may apply under state tax laws. We have experienced an ownership change that we believe under Section 382 of the Code will result in limitation in our ability to utilize net operating losses and credits. In addition, the Company may experience future ownership changes as a result of future offerings or other changes in ownership of its stock. As a result, the amount of the NOLs and tax credit carryforward presented in the financial statement could be limited and may expire unutilized. The Company’s net operating loss carryforwards are subject to Internal Revenue Service (“IRS”) examination until they are fully utilized and such tax years are closed. 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, 2016 and 2015. The Company files income tax returns with the IRS and the California Franchise Tax Board. The Company accounts for the funds advanced under the CIRM Rent expense for the Company’s leases, which generally have escalating rental amounts 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 consolidated balance sheet accounts payable and accrued expenses, related party. 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 16.0 13.8 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 $ 18.8 12.8 (5,861) 9,385 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 an 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 (“ ”) 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, 2016 and 2015, warrants and options to purchase 7,690,285 6,233,153 Assets and liabilities recorded at fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows: Level Input: Input Definition: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following tables summarize the fair value measurements by level for assets and liabilities measured at fair value on a recurring basis: December 31, 2016 Level I Level II Level III Total Marketable securities $ 12,990,510 $ - $ - $ 12,990,510 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 from 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, 2016, and no such liability has been reflected on the balance sheet. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers 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 April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , Leases (Topic 840) In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, 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, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | On February 5, 2013, Capricor entered into the CIRM 19,782,136 70 75 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 loan award. Additionally, on September 30, 2015, the Company entered into a Joinder Agreement with Capricor 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. 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, 2016, $ 30,000 5,929 In 2013, Capricor received disbursements pursuant to the terms of the CIRM Loan Agreement of $ 3,925,066 2.5 2.8 In 2014, Capricor received disbursements pursuant to the terms of the CIRM Loan Agreement of $ 5,194,124 2.6 In 2016, Capricor received disbursements 4,750,000 interest 3.2 - 3.4 For the years ended December 31, 2016 and 2015, interest expense under the CIRM loan was $ 344,106 246,724 13,905,857 9,155,857 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | 3. STOCKHOLDER’S EQUITY March 2016 Registered Direct Offering On March 16, 2016, the Company issued and sold to certain investors an aggregate of 1,692,151 2.40 4,060,000 0.1 3.9 In connection with the sale of shares of the Company’s common stock, on March 16, 2016, 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 7.50 0.001 September 2016 Underwritten Public and Registered Direct Offering In September 2016, the Company completed an underwritten registered public offering and concurrent registered direct offering pursuant to which the Company issued an aggregate of 3,403,125 3.20 10,890,000 1.0 9.9 Outstanding Shares At December 31, 2016, the Company had 21,399,019 |
STOCK AWARDS, WARRANTS AND OPTI
STOCK AWARDS, WARRANTS AND OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Stock Awards, Warrants and Options [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4. STOCK AWARDS, WARRANTS AND OPTIONS Warrants Weighted Average Warrants Exercise Price Outstanding at January 1, 2015 303,881 $ 10.02 Exercised (15,401) 2.27 Expired (52,650) 47.00 Outstanding at December 31, 2015 235,830 $ 2.27 Granted 846,073 4.50 Outstanding at December 31, 2016 1,081,903 $ 4.01 Warrants Outstanding December 31, December 31, Exercise Price Grant Date 2016 2015 per Share Expiration Date 4/4/2012 187 187 $ 2.27 4/4/2017 11/20/2013 235,643 235,643 $ 2.27 11/20/2018 3/16/2016 846,073 - $ 4.50 3/16/2019 1,081,903 235,830 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 (which has now expired), (ii) the 2006 Stock Option Plan, (iii) the 2012 Restated Equity Incentive Plan (which 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”). At the time the merger between Capricor and Nile became effective, 4,149,710 100,000 On June 2, 2016 at the Company’s annual stockholder meeting, the stockholders approved a proposal to amend the 2012 Plan, to, among other things, increase the number of shares of common stock of the Company that may be issued under the 2012 Plan to equal the sum of 4,149,710 2 2 4,149,710 4,474,809 325,099 427,980 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 2016 and 2015 were approximately $ 2.09 3.84 December 31, 2016 December 31, 2015 Expected volatility 78% - 82% 76% - 82% Expected term 5-7 years 5-7 years Dividend yield 0% 0% Risk-free interest rates 0.5% - 2.3% 0.3% - 2.1% 2016 2015 General and administrative $ 1,400,059 $ 1,284,959 Research and development 562,406 288,265 Total $ 1,962,465 $ 1,573,224 Shares Outstanding Weighted Average Range of Ex. Prices Shares Outstanding Term (yrs.) Weighted Average Exercise Price $0.16 - $0.19 78,842 1.33 $ 0.17 $0.30 - $0.37 4,331,069 5.35 0.36 $0.87 56,021 1.95 0.87 $3.58 - $5.78 2,138,301 8.67 4.23 $9.14 4,149 8.23 9.14 6,608,382 6.35 $ 1.62 Shares Exercisable Weighted Average Weighted Average Range of Ex. Prices Shares Exercisable Term (yrs.) Exercise Price $0.16 - $0.19 78,842 1.33 $ 0.17 $0.30 - $0.37 4,220,843 5.32 0.36 $0.87 56,021 1.95 0.87 $3.58 - $5.78 829,979 8.39 4.62 $9.14 1,729 8.23 9.14 5,187,414 5.72 $ 1.05 As of December 31, 2016, the total unrecognized fair value compensation cost related to non-vested stock options was approximately $ 3.5 1.4 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 Options Exercise Price Intrinsic Value Outstanding at January 1, 2015 5,004,700 $ 0.75 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 Granted 980,000 2.98 Exercised (48,758) 0.29 Expired/Cancelled (320,183) 5.45 Outstanding at December 31, 2016 6,608,382 $ 1.62 $ 6,874,063 Exercisable at December 31, 2016 5,187,414 $ 1.05 $ 8,365,442 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 approximately 142,031 131,708 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 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 17.3 |
GOVERNMENT GRANT AWARDS
GOVERNMENT GRANT AWARDS | 12 Months Ended |
Dec. 31, 2016 | |
Award [Abstract] | |
Government Grant Awards Disclosure [Text Block] | 6. GOVERNMENT GRANT AWARDS CIRM Grant Award (HOPE) On June 16, 2016, Capricor entered into the CIRM Award with CIRM in the amount of approximately $ 3.4 (allogeneic cardiosphere-derived cells) 2.3 After completing the CIRM funded research project and after the award period end date, estimated to be in late 2017 or in 2018, Capricor has the right to convert the CIRM Award into a loan, the terms of which will be determined based on various factors, including the stage of the research and the stage of development at the time the election is made. On June 20, 2016, Capricor entered into a Loan Election Agreement with CIRM whereby, among other things, CIRM and Capricor agreed that, if converted, the term of the loan would be five years from the date of execution of the applicable loan agreement; provided that the term of the loan will not exceed ten years from the date on which the CIRM Award was granted. Beginning on the date of the loan, the loan shall bear interest on the unpaid principal balance plus the interest that was accrued prior to the election point according to the terms set forth in CIRM’s Loan Policy (“New Loan Balance”) at a per annum rate equal to the LIBOR rate for a three-month deposit in U.S. dollars, as published by the Wall Street Journal on the loan date, plus one percent. Interest shall be compounded annually on the outstanding New Loan Balance commencing with the loan date and the interest shall be payable, together with the New Loan Balance, upon the due date of the loan. If Capricor elects to convert the CIRM Award into a loan, certain requirements of the CIRM Award will no longer be applicable, including the revenue sharing requirements. Capricor will not make its decision as to whether it will elect to convert the CIRM Award into a loan until after the end of the HOPE-Duchenne trial. Since Capricor may be required to repay some or all of the amounts awarded by CIRM, the Company will account for this award as a liability rather than income. If Capricor were to lose this funding, it may be required to delay, postpone, or cancel its HOPE-Duchenne trial or otherwise reduce or curtail its operations, unless it was able to obtain adequate financing for its clinical trial from alternative sources. In July 2016, Capricor received the first disbursement of $ 2.0 1.1 3.1 NIH Grant Award (DYNAMIC) In August 2013, Capricor was approved for a Phase IIB bridge grant through the National Institutes of Health (“NIH”) Small Business Innovation Research (“SBIR”) program for continued development of its CAP-1002 product candidate. Under the terms of the NIH grant, disbursements were made to Capricor over a period of approximately three years, in an aggregate amount of approximately $ 2.9 NIH Grant Award (HLHS) In September 2016, Capricor was approved for a grant from the NIH to study CAP-2003 (cardiosphere-derived cell exosomes) for hypoplastic left heart syndrome (HLHS). Under the terms of the NIH grant, disbursements will be made to Capricor in an amount up to approximately $ 4.2 U.S. Department of Defense Grant Award In September 2016, Capricor was approved for a grant award from the DoD in the amount of approximately $ 2.4 0.3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 7. COMMITMENTS AND CONTINGENCIES Leases Capricor leases space for its corporate offices pursuant to a lease that was originally 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 22,995 23,915 24,872 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 At the time of filing of this Annual Report on Form 10-K, the Company is currently in discussions with CSMC regarding an amendment to extend the term of the CSMC Lease and include the manufacturing facility within its provisions. Unless renewed, each of the leases described above will not be in effect for fiscal year 2019. Included within the table below, future minimum rental payments to related parties totaled approximately $ 96,750 Years ended Operating Leases 2017 $ 378,210 2018 292,722 Total minimum lease payments $ 670,932 Expenses incurred under operating leases to unrelated parties for the years ended December 31, 2016 and 2015 were approximately $ 272,607 255,942 224,421 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, 2016. |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
License Agreements [Abstract] | |
License Agreements [Text Block] | 8. 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 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 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 “ Original ”) Original 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 Original 350,000 800,000 Pursuant to the Amended CSMC License Agreement, Capricor remains obligated to pay low single-digit royalties on sales of royalty-bearing products as well as a low double-digit percentage of the consideration received from any sublicenses or other grant of rights. The above-mentioned royalties are subject to reduction in the event Capricor becomes obligated to obtain a license from a third party for patent rights in connection with the royalty-bearing product. In 2010, Capricor discontinued its research under some of the patents. The Amended CSMC License Agreement will, unless sooner terminated, continue in effect on a country by country basis until the last to expire of the patents covering the patent rights or future patent rights. Under the terms of the Amended CSMC License Agreement, unless waived by CSMC, the agreement shall automatically terminate: (i) if Capricor ceases, dissolves or winds up its business operations; (ii) in the event of the insolvency or bankruptcy of Capricor or if Capricor makes an assignment for the benefit of its creditors; (iii) if performance by either party jeopardizes the licensure, accreditation or tax exempt status of CSMC or the agreement is deemed illegal by a governmental body; (iv) within 30 days for non-payment of royalties; (v) within 90 days if Capricor fails to undertake commercially reasonable efforts to exploit the patent rights or future patent rights; (vi) if a material breach has not been cured within 90 days; or (vii) if Capricor challenges any of the CSMC patent rights. Capricor may terminate the agreement if CSMC fails to cure any material breach within 90 days after notice. 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. On August 5, 2016, Capricor and CSMC entered into a Second Amendment to the Amended CSMC License Agreement (the “Second License Amendment”), pursuant to which the parties agreed to add certain patent families to the schedule of patent rights set forth in the agreement. Under the Second License Amendment, (i) the description of patent rights in Schedule A has been replaced by a Revised Schedule A that includes two additional patent family applications; (ii) Capricor paid an upfront fee of $ 2,500 10,000 License Agreement for Exosomes On May 5, 2014, Capricor entered into an Exclusive License Agreement with CSMC (the “Exosomes License Agreement ”) 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 Exosomes License Agreement (the “First Exosomes License Amendment”). Under the First 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 On June 10, 2015, Capricor and CSMC entered into a Second Amendment to Exosomes License Agreement, thereby amending the Exosomes License Agreement further to add an additional patent application to the Schedule of Patent Rights. On August 5, 2016, Capricor and CSMC entered into a Third Amendment to the Exosomes License Agreement (the “Third Exosomes License Amendment ”), 2,500 16,000 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 CSps CDCs 325.0 Company Technology Cenderitide and CU-NP The Company 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 (see Note 10 “Subsequent Events”). 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 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 (the “ The Transfer Agreement became effective on October 8, 2014 and will expire simultaneously with 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 In light of our decision to terminate our development program with respect to natriuretic peptides, the Company is now considering whether or not to cease prosecution of some or all of the Natriuretic Peptide Patents and has offered to reassign to Medtronic rights to certain patent applications obtained through the Transfer Agreement |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9. RELATED PARTY TRANSACTIONS Lease and Sub-Lease Agreement As noted above, Capricor is a party to lease agreements with CSMC, which holds more than 10% of the outstanding capital stock of Capricor Therapeutics (see Note 7 “Commitments and Contingencies ”), and CSMC has served and continues to serve as an investigative site in Capricor’s clinical trials and participates as an observer at the Company’s meetings of the Board of Directors On April 1, 2013, Capricor entered into a sublease with Reprise Technologies, LLC, a limited liability company which is wholly owned by Dr. Frank Litvack, the Company’s Executive Chairman and member of its Board of Directors, for $ 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. Additionally, in 2016, Capricor retained the services of Lit Digital Media, LLC whose sole member is Harry Litvack, the son of Frank Litvack. Lit Digital Media provides services to the Company related to social media and public relations, and the Company pays Lit Digital Media approximately $ 1,500 Payables to Related Party At December 31, 2016 and 2015, the Company had accounts payable and accrued expenses to related parties totaling $ 489,217 352,334 477,907 352,334 Related Party Clinical Trials Capricor has agreed to provide cells for investigational purposes in two clinical trials sponsored by CSMC, subject to final documentation. The first trial is known as “Regression of Fibrosis and Reversal of Diastolic Dysfunction in HFpEF Patients Treated with Allogeneic CDCs.” Dr. Eduardo Marbán is the named principal investigator under the study. The second trial is known as “Pulmonary Arterial Hypertension treated with Cardiosphere-derived Allogeneic Stem Cells.” In both studies, Capricor will provide the necessary number of doses and will receive a negotiated amount of monetary compensation therefor. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Stock Option Grants In January 2017, the Company granted a total of 566,131 Termination of Mayo License Agreement On February 13, 2017, the Company provided Mayo with a notice of termination of the Amended Mayo Agreement pursuant to Section 7.03 of the Amended Mayo Agreement, thereby relinquishing all rights previously licensed by Mayo to Capricor with respect to CD-NP and CU-NP. The Company provided 90 days’ notice of the effectiveness of termination, but Mayo has indicated to the Company that it considers the Amended Mayo Agreement to be terminated as of February 14, 2017 due to an ongoing dispute with Mayo regarding the payment of certain fees incurred in the prosecution of the intellectual property rights licensed by Mayo to the Company, which fees the Company does not deem to be material in amount. The Company elected to terminate the Amended Mayo Agreement so we may focus our resources and efforts on our CAP-1002 and CAP-2003 programs. |
ORGANIZATION AND SUMMARY OF S17
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description Of Business [Policy Text Block] | 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, focusing on cardiovascular diseases as well as exploring other indications. Capricor, Inc. (“Capricor”), a privately-held company and a wholly-owned subsidiary of Capricor Therapeutics, 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, have four drug candidates, two of which are in various stages of active development. |
Consolidation, Policy [Policy Text Block] | 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 [Policy Text Block] | 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 and a grant from the California Institute for Regenerative Medicine (“CIRM”). Cash, cash equivalents and marketable securities as of December 31, 2016 were approximately $ 16.2 13.6 1,692,151 2.40 4.1 846,073 4.50 3,403,125 3.20 10.9 Additionally, under the terms of the Company’s ALLSTAR Loan Award with CIRM (see Note 2 “Loan Payable”), Capricor received $ 4.8 3.4 2.3 3.1 2.4 The Company’s principal uses of cash are for research and development expenses, general and administrative expenses, capital expenditures and other working capital requirements. 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 the manufacturing of its product candidates; · 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 the Company could be required to reduce expenses and curtail operations. To the extent the Company issues additional equity securities, its existing stockholders could experience substantial dilution. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) , recoverability and fair value of intangible assets, |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company has two awards with CIRM designated for specific use, a Loan Agreement with CIRM (the “CIRM Loan Agreement”) entered into on February 5, 2013 The was 1.3 and $ 0 |
Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block] | 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, Plant and Equipment, Policy [Policy Text Block] | 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 $ 85,888 62,116 2016 2015 Furniture and fixtures $ 51,161 $ 59,128 Laboratory equipment 587,809 387,872 Leasehold improvements 47,043 45,274 686,013 492,274 Less accumulated depreciation (250,677) (173,708) Property and equipment, net $ 435,336 $ 318,566 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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. Certain 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 Years ended Amortization Expense 2017 $ 48,749 2018 43,733 2019 43,276 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 1.5 shown within the statement of operations and comprehensive loss as an other expense |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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 related to long-lived assets was recorded for the years ended December 31, 2016 and 2015. |
Government Research Grants [Policy Text Block] | 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. Because the terms of the CIRM Award allow Capricor to elect to convert the grant into a loan at the end of the project period, the CIRM Award is being classified as a liability rather than income (see Note 6 - “Government Grant Awards”). |
Income from Collaborative Agreement [Policy Text Block] | 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 that the deliverables under its Collaboration Agreement with Janssen (see Note 8 “License Agreements”) did not meet the criteria to be considered separate accounting units for the purposes of revenue recognition. As a result, the Company recognizes revenue from non-refundable, upfront fees ratably over the term of its performance under the agreement with Janssen. The upfront payments received, pending recognition as revenue, are recorded as deferred revenue and are classified as a short-term or long-term liability on the consolidated balance sheets of the Company and amortized over the estimated period of performance. The Company periodically reviews the estimated performance period of its contract based on the estimated progress of its project. |
Income Tax, Policy [Policy Text Block] | 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. As of December 31, 2016, the Company had federal net operating loss carryforwards of approximately $ 84.2 2026 80.0 2017 1.4 0.1 2027 2035 Under Section 382 of the Code, the Company’s ability to utilize NOL carryforwards or other tax attributes, such as federal tax credits, in any taxable year may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. Similar rules may apply under state tax laws. We have experienced an ownership change that we believe under Section 382 of the Code will result in limitation in our ability to utilize net operating losses and credits. In addition, the Company may experience future ownership changes as a result of future offerings or other changes in ownership of its stock. As a result, the amount of the NOLs and tax credit carryforward presented in the financial statement could be limited and may expire unutilized. The Company’s net operating loss carryforwards are subject to Internal Revenue Service (“IRS”) examination until they are fully utilized and such tax years are closed. 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, 2016 and 2015. The Company files income tax returns with the IRS and the California Franchise Tax Board. |
Loan Payable [Policy Text Block] | Loan Payable The Company accounts for the funds advanced under the CIRM |
Lease, Policy [Policy Text Block] | Rent Rent expense for the Company’s leases, which generally have escalating rental amounts 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 consolidated balance sheet accounts payable and accrued expenses, related party. Rent is amortized on a straight-line basis over the term of the applicable lease, without consideration of renewal options. |
Research and Development Expense, Policy [Policy Text Block] | 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 16.0 13.8 |
Comprehensive Income loss [Policy Text Block] | 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 $ 18.8 12.8 (5,861) 9,385 |
Compensation Related Costs, Policy [Policy Text Block] | 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 an 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 (“ ”) |
Earnings Per Share, Policy [Policy Text Block] | 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, 2016 and 2015, warrants and options to purchase 7,690,285 6,233,153 |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Assets and liabilities recorded at fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows: Level Input: Input Definition: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following tables summarize the fair value measurements by level for assets and liabilities measured at fair value on a recurring basis: December 31, 2016 Level I Level II Level III Total Marketable securities $ 12,990,510 $ - $ - $ 12,990,510 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 from its carrying amount because the stated rates for such debt reflect current market rates and conditions. |
Warrant Liability [Policy Text Block] | 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, 2016, and no such liability has been reflected on the balance sheet. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , Leases (Topic 840) In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, 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 S18
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at December 31: 2016 2015 Furniture and fixtures $ 51,161 $ 59,128 Laboratory equipment 587,809 387,872 Leasehold improvements 47,043 45,274 686,013 492,274 Less accumulated depreciation (250,677) (173,708) Property and equipment, net $ 435,336 $ 318,566 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | A summary of future amortization expense as of December 31, 2016 is as follows: Years ended Amortization Expense 2017 $ 48,749 2018 43,733 2019 43,276 2020 4,330 Thereafter 2,165 |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following tables summarize the fair value measurements by level for assets and liabilities measured at fair value on a recurring basis: December 31, 2016 Level I Level II Level III Total Marketable securities $ 12,990,510 $ - $ - $ 12,990,510 December 31, 2015 Level I Level II Level III Total Marketable securities $ 7,999,010 $ - $ - $ 7,999,010 |
STOCK AWARDS, WARRANTS AND OP19
STOCK AWARDS, WARRANTS AND OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Employee and non-employee stock-based compensation expense for the years ended December 31, 2016 and 2015 was as follows: 2016 2015 General and administrative $ 1,400,059 $ 1,284,959 Research and development 562,406 288,265 Total $ 1,962,465 $ 1,573,224 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes information about stock options outstanding and exercisable at December 31, 2016: Shares Outstanding Weighted Average Range of Ex. Prices Shares Outstanding Term (yrs.) Weighted Average Exercise Price $0.16 - $0.19 78,842 1.33 $ 0.17 $0.30 - $0.37 4,331,069 5.35 0.36 $0.87 56,021 1.95 0.87 $3.58 - $5.78 2,138,301 8.67 4.23 $9.14 4,149 8.23 9.14 6,608,382 6.35 $ 1.62 Shares Exercisable Weighted Average Weighted Average Range of Ex. Prices Shares Exercisable Term (yrs.) Exercise Price $0.16 - $0.19 78,842 1.33 $ 0.17 $0.30 - $0.37 4,220,843 5.32 0.36 $0.87 56,021 1.95 0.87 $3.58 - $5.78 829,979 8.39 4.62 $9.14 1,729 8.23 9.14 5,187,414 5.72 $ 1.05 |
Warrant | |
Schedule Of Warrant Activity [Table Text Block] | The following table summarizes all warrant activity for the years ended December 31, 2016 and 2015: Weighted Average Warrants Exercise Price Outstanding at January 1, 2015 303,881 $ 10.02 Exercised (15,401) 2.27 Expired (52,650) 47.00 Outstanding at December 31, 2015 235,830 $ 2.27 Granted 846,073 4.50 Outstanding at December 31, 2016 1,081,903 $ 4.01 |
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes all outstanding warrants to purchase shares of the Company’s common stock: Warrants Outstanding December 31, December 31, Exercise Price Grant Date 2016 2015 per Share Expiration Date 4/4/2012 187 187 $ 2.27 4/4/2017 11/20/2013 235,643 235,643 $ 2.27 11/20/2018 3/16/2016 846,073 - $ 4.50 3/16/2019 1,081,903 235,830 |
Stock Options | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimates the fair value of each option award using the Black-Scholes option-pricing model. The Company used the following assumptions to estimate the fair value of stock options issued in the years ended December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Expected volatility 78% - 82% 76% - 82% Expected term 5-7 years 5-7 years Dividend yield 0% 0% Risk-free interest rates 0.5% - 2.3% 0.3% - 2.1% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a schedule summarizing employee and non-employee stock option activity for the years ended December 31, 2016 and 2015: Number of Weighted Average Aggregate Options Exercise Price Intrinsic Value Outstanding at January 1, 2015 5,004,700 $ 0.75 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 Granted 980,000 2.98 Exercised (48,758) 0.29 Expired/Cancelled (320,183) 5.45 Outstanding at December 31, 2016 6,608,382 $ 1.62 $ 6,874,063 Exercisable at December 31, 2016 5,187,414 $ 1.05 $ 8,365,442 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | A summary of future minimum rental payments required under operating leases as of December 31, 2016 is as follows: Years ended Operating Leases 2017 $ 378,210 2018 292,722 Total minimum lease payments $ 670,932 |
ORGANIZATION AND SUMMARY OF S21
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Gross | $ 686,013 | $ 492,274 |
Less accumulated depreciation | (250,677) | (173,708) |
Property and equipment, net | 435,336 | 318,566 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment, Gross | 51,161 | 59,128 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment, Gross | 587,809 | 387,872 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | $ 47,043 | $ 45,274 |
ORGANIZATION AND SUMMARY OF S22
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 48,749 |
2,018 | 43,733 |
2,019 | 43,276 |
2,020 | 4,330 |
Thereafter | $ 2,165 |
ORGANIZATION AND SUMMARY OF S23
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 12,990,510 | $ 7,999,010 |
Level 1[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 12,990,510 | 7,999,010 |
Level 2[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 | $ 0 |
ORGANIZATION AND SUMMARY OF S24
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Jul. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 16, 2016 | |
Accounting Policies [Line Items] | ||||||
Research and Development Expense, Total | $ 16,042,082 | $ 13,757,279 | ||||
Cash, Cash Equivalents, and Marketable Securities | $ 16,200,000 | $ 13,600,000 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,690,285 | 6,233,153 | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (18,812,637) | $ (12,847,954) | ||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | (5,861) | 9,385 | ||||
Stock Issued During Period, Value, New Issues | 13,864,817 | 16,446,218 | ||||
Amortization of Intangible Assets | 48,749 | 48,749 | ||||
Depreciation | 85,888 | 62,116 | ||||
Other Intangible Assets, Net | 0 | 1,500,000 | ||||
Proceeds from Issuance of Long-term Debt, Total | 4,750,000 | 0 | ||||
Restricted Cash and Cash Equivalents | 1,300,000 | 0 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 1,500,000 | 0 | ||||
Research Tax Credit Carryforward [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Tax Credit Carryforwards, Expiration Year | 2,027 | |||||
Tax Credit Carryforward, Amount | $ 1,400,000 | |||||
General Business Tax Credit Carryforward [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Operating Loss Carryforwards, Expiration Year | 2,035 | |||||
Tax Credit Carryforward, Amount | $ 100,000 | |||||
Domestic Tax Authority [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Operating Loss Carryforwards, Expiration Year | 2,026 | |||||
Operating Loss Carryforwards | $ 84,200,000 | |||||
State and Local Jurisdiction [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Operating Loss Carryforwards, Expiration Year | 2,017 | |||||
Operating Loss Carryforwards | $ 80,000,000 | |||||
Offering [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 10,900,000 | |||||
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 | |||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Sep. 17, 2016 | |||||
Warrant Expiration Date | Mar. 16, 2019 | |||||
California Institute for Regenerative Medicine [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Approved For Grant Award | $ 3,400,000 | |||||
Minimum Expected Contribution Towards This Project | 2,300,000 | |||||
Proceeds from Issuance of Long-term Debt, Total | $ 2,000,000 | 3,100,000 | ||||
Proceeds from Issuance of Other Long-term Debt | 4,800,000 | |||||
U.S. Department of Defense [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Approved For Grant Award | 2,400,000 | |||||
Common Stock [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | $ 0 | $ 0 | ||||
Stock Issued During Period, Shares, New Issues | 5,095,276 | 4,497,867 | ||||
Stock Issued During Period, Value, New Issues | $ 5,095 | $ 4,498 | ||||
Common Stock [Member] | Offering [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 3,403,125 | |||||
Shares Issued, Price Per Share | $ 3.20 |
LOAN PAYABLE (Details Textual)
LOAN PAYABLE (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | 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 loan payable | 4,750,000 | $ 0 | |||
Interest expense | 344,665 | 248,626 | |||
Long Term Loans Payable | 13,905,857 | 9,155,857 | |||
Proceeds from Issuance of Long-term Debt, Total | $ 4,750,000 | 0 | |||
Minimum [Member] | |||||
LOAN PAYABLE [Line Items] | |||||
Amount Available Under Loan Agreement, Expected Borrowing Percentage | 70.00% | ||||
Maximum [Member] | |||||
LOAN PAYABLE [Line Items] | |||||
Amount Available Under Loan Agreement, Expected Borrowing Percentage | 75.00% | ||||
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 | $ 5,929 | ||||
Amortization Period of Finance Cost | 1 year 1 month 6 days | ||||
Proceeds from loan payable | $ 4,750,000 | $ 5,194,124 | $ 3,925,066 | ||
Debt Instrument, Interest Rate, Effective Percentage | 2.60% | ||||
Amount Awarded Under Loan Agreement | $ 19,782,136 | ||||
Long Term Loans Payable | 13,905,857 | $ 9,155,857 | |||
Proceeds from Issuance of Long-term Debt, Total | $ 4,750,000 | $ 5,194,124 | $ 3,925,066 | ||
CIRM Loan Agreement [Member] | Minimum [Member] | |||||
LOAN PAYABLE [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 3.20% | 2.50% | |||
CIRM Loan Agreement [Member] | Maximum [Member] | |||||
LOAN PAYABLE [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 3.40% | 2.80% |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Mar. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||
Common Stock Shares Issued | 21,399,019 | 16,254,985 | ||
Stock Issued During Period, Value, New Issues | $ 13,864,817 | $ 16,446,218 | ||
Proceeds from Issuance of Common Stock | $ 13,864,817 | $ 16,446,218 | ||
Warrant Redemption Fees Per Share | $ 0.001 | |||
Warrant Redemption Weighted Average Common Stock Per Share Threshold Limit | $ 7.50 | |||
Investors [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,692,151 | |||
Stock Issued During Period, Value, New Issues | $ 4,060,000 | |||
Shares Issued, Price Per Share | $ 2.40 | |||
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 | |||
Proceeds from Issuance of Common Stock | $ 3,900,000 | |||
Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Payments of Stock Issuance Costs | $ 100,000 | |||
Underwritten Public and Registered Direct Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,403,125 | |||
Sale of Stock, Price Per Share | $ 3.20 | |||
Stock Issued During Period, Value, New Issues | $ 10,890,000 | |||
Payments of Stock Issuance Costs | 1,000,000 | |||
Proceeds from Issuance of Common Stock | $ 9,900,000 |
STOCK AWARDS, WARRANTS AND OP27
STOCK AWARDS, WARRANTS AND OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding at Beginning | 235,830 | 303,881 |
Warrants Granted | 846,073 | |
Warrants Exercised | (15,401) | |
Warrants Expired | (52,650) | |
Warrants Outstanding at Ending | 1,081,903 | 235,830 |
Weighted Average Exercise Price Outstanding at Beginning | $ 2.27 | $ 10.02 |
Weighted Average Exercise Price Granted | 4.50 | |
Weighted Average Exercise Price Exercised | 2.27 | |
Weighted Average Exercise Price Expired | 47 | |
Weighted Average Exercise Price Outstanding at Ending | $ 4.01 | $ 2.27 |
STOCK AWARDS, WARRANTS AND OP28
STOCK AWARDS, WARRANTS AND OPTIONS (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 1,081,903 | 235,830 | 303,881 |
Period Issuance one [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | Apr. 4, 2012 | ||
Warrants Outstanding | 187 | 187 | |
Weighted Average Exercise Price | $ 2.27 | ||
Expiration Date | Apr. 4, 2017 | ||
Period Issuance two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | Nov. 20, 2013 | ||
Warrants Outstanding | 235,643 | 235,643 | |
Weighted Average Exercise Price | $ 2.27 | ||
Expiration Date | Nov. 20, 2018 | ||
Period Issuance three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Grant Date | Mar. 16, 2016 | ||
Warrants Outstanding | 846,073 | 0 | |
Weighted Average Exercise Price | $ 4.50 | ||
Expiration Date | Mar. 16, 2019 |
STOCK AWARDS, WARRANTS AND OP29
STOCK AWARDS, WARRANTS AND OPTIONS (Details 2) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 82.00% | 82.00% |
Expected term | 7 years | 7 years |
Risk-free interest rates | 2.30% | 2.10% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 78.00% | 76.00% |
Expected term | 5 years | 5 years |
Risk-free interest rates | 0.50% | 0.30% |
STOCK AWARDS, WARRANTS AND OP30
STOCK AWARDS, WARRANTS AND OPTIONS (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $ 1,962,465 | $ 1,573,224 |
General and adminstrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | 1,400,059 | 1,284,959 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $ 562,406 | $ 288,265 |
STOCK AWARDS, WARRANTS AND OP31
STOCK AWARDS, WARRANTS AND OPTIONS (Details 4) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | shares | 6,608,382 |
Outstanding, Weighted Average Term | 6 years 4 months 6 days |
Outstanding, Weighted Average Exercise Price | $ 1.62 |
Exercisable, Total Shares | shares | 5,187,414 |
Exercisable, Weighted Average Term | 5 years 8 months 19 days |
Exercisable, Weighted Average Exercise Price | $ 1.05 |
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 | 78,842 |
Outstanding, Weighted Average Term | 1 year 3 months 29 days |
Outstanding, Weighted Average Exercise Price | $ 0.17 |
Exercisable, Total Shares | shares | 78,842 |
Exercisable, Weighted Average Term | 1 year 3 months 29 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 | 4,331,069 |
Outstanding, Weighted Average Term | 5 years 4 months 6 days |
Outstanding, Weighted Average Exercise Price | $ 0.36 |
Exercisable, Total Shares | shares | 4,220,843 |
Exercisable, Weighted Average Term | 5 years 3 months 25 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 | 1 year 11 months 12 days |
Outstanding, Weighted Average Exercise Price | $ 0.87 |
Exercisable, Total Shares | shares | 56,021 |
Exercisable, Weighted Average Term | 1 year 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 | 2,138,301 |
Outstanding, Weighted Average Term | 8 years 8 months 1 day |
Outstanding, Weighted Average Exercise Price | $ 4.23 |
Exercisable, Total Shares | shares | 829,979 |
Exercisable, Weighted Average Term | 8 years 4 months 20 days |
Exercisable, Weighted Average Exercise Price | $ 4.62 |
Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, upper range | $ 9.14 |
Outstanding, Shares | shares | 4,149 |
Outstanding, Weighted Average Term | 8 years 2 months 23 days |
Outstanding, Weighted Average Exercise Price | $ 9.14 |
Exercisable, Total Shares | shares | 1,729 |
Exercisable, Weighted Average Term | 8 years 2 months 23 days |
Exercisable, Weighted Average Exercise Price | $ 9.14 |
STOCK AWARDS, WARRANTS AND OP32
STOCK AWARDS, WARRANTS AND OPTIONS (Details 5) - Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Outstanding at Beginning of the period | 5,997,323 | 5,004,700 |
Granted | 980,000 | 1,311,137 |
Exercised | (48,758) | (33,000) |
Expired/Cancelled | (320,183) | (285,514) |
Outstanding at Ending of the period | 6,608,382 | 5,997,323 |
Exercisable | 5,187,414 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning of the period | $ 1.59 | $ 0.75 |
Granted | 2.98 | 5.31 |
Exercised | 0.29 | 0.32 |
Expired/Cancelled | 5.45 | 4.03 |
Outstanding at Ending of the period | 1.62 | $ 1.59 |
Exercisable | $ 1.05 | |
Aggregate Intrinsic Value | ||
Outstanding | $ 6,874,063 | $ 8,876,038 |
Exercisable | $ 8,365,442 |
STOCK AWARDS, WARRANTS AND OP33
STOCK AWARDS, WARRANTS AND OPTIONS (Details Textual) - USD ($) | Jun. 02, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 3,500,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 4 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.09 | $ 3.84 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 142,031 | $ 131,708 | ||
Stock Option Plan 2012 [Member] | ||||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 325,099 | |||
Share-based Compensation Arrangement By Share-based Payment Award, Percentage Of Annual Increase In Number Of Shares Authorized | 2.00% | |||
Stock Option Plan 2012 [Member] | Subsequent Event [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 | 427,980 | |||
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 2012 [Member] | ||||
Disclosure Stockholders Equity, stock Options And Warrants Additional Information [Line Items] | ||||
Amount Authorized in Plans After Merger | 4,149,710 | 4,149,710 | ||
Share Authorized In Plans After Merger | 4,149,710 | |||
Share-based Compensation Arrangement By Share-based Payment Award, Percentage Of Annual Increase In Number Of Shares Authorized | 2.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,474,809 | |||
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, 2016USD ($) |
Concentration Risk [Line Items] | |
Cash, Uninsured Amount | $ 17,300,000 |
Financial Institution One [Member] | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | $ 250,000 |
GOVERNMENT GRANT AWARDS (Detail
GOVERNMENT GRANT AWARDS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2016 | Sep. 30, 2016 | Jun. 16, 2016 | Aug. 31, 2013 | |
Disbursement Amount Under Grant Award | $ 1,100,000 | ||||||
Proceeds from Issuance of Long-term Debt, Total | $ 4,750,000 | $ 0 | |||||
California Institute for Regenerative Medicine [Member] | |||||||
Approved For Grant Award | $ 3,400,000 | ||||||
Grant Award Liability | 3,100,000 | ||||||
Minimum Expected Contribution | 2,300,000 | ||||||
Proceeds from Issuance of Long-term Debt, Total | $ 2,000,000 | 3,100,000 | |||||
NIH Grant Award DYNAMIC [Member] | |||||||
Approved For Grant Award | $ 2,900,000 | ||||||
Cost Incurred Under Award | 500,000 | $ 1,700,000 | |||||
NIH Grant Award HLHS [Member] | |||||||
Maximum Amount Approved for Grant Award | $ 4,200,000 | ||||||
U.S. Department of Defense Grant Award [Member] | |||||||
Approved For Grant Award | 2,400,000 | ||||||
Cost Incurred Under Award | $ 300,000 |
COMMITMENTS AND CONTINGENCIES36
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 378,210 |
2,018 | 292,722 |
Total minimum lease payments | $ 670,932 |
COMMITMENTS AND CONTINGENCIES37
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | Feb. 02, 2015 | Jul. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 14, 2014 |
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense, Net | $ 17,957 | |||||
Operating Leases, Future Minimum Payments Due | $ 670,932 | |||||
Monthly Lease Payment First Twelve Month [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense, Net | 16,620 | |||||
Operating Leases, Rent Expense, Contingent Rentals | 22,995 | |||||
Monthly Lease Payment Second Twelve Month [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense, Net | 17,285 | |||||
Operating Leases, Rent Expense, Contingent Rentals | 23,915 | |||||
Monthly lease payment Remainder lease payment [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense, Contingent Rentals | 24,872 | |||||
Unrealated Party [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense, Net | 272,607 | $ 255,942 | ||||
Related party [Member] | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating Leases, Rent Expense | 224,421 | $ 224,421 | ||||
Operating Leases, Future Minimum Payments Due | $ 96,750 | |||||
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 | |||||
Operating Leases, Rent Expense, Contingent Rentals | $ 22,111 |
LICENSE AGREEMENTS (Details Tex
LICENSE AGREEMENTS (Details Textual) | Aug. 05, 2016USD ($) | Oct. 08, 2014USD ($) | Feb. 27, 2015USD ($) | Dec. 27, 2013USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) |
LICENSE AGREEMENTS [Line Items] | ||||||
Additional Milestone Payments to be Received Contingent upon Exercise of Options | $ 325,000,000 | |||||
Payments for Royalties | € | € 20,000 | |||||
CSMC [Member] | ||||||
LICENSE AGREEMENTS [Line Items] | ||||||
Upfront Payment | $ 2,500 | |||||
Reimbursed Expenses to be Paid | 16,000 | |||||
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 Received For Development Fee | $ 12,500,000 | |||||
CSMC Licence Agreement [Member] | ||||||
LICENSE AGREEMENTS [Line Items] | ||||||
Upfront Payment | 2,500 | |||||
Reimbursed Expenses to be Paid | $ 10,000 | |||||
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] | ||||||
Potential Milestone Payments | 1,850,000 | |||||
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 | |||||
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 | |
Apr. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Accounts Payable and Accrued Expenses Related Party Current | $ 489,217 | $ 352,334 | |
Lit Digital Media LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 1,500 | ||
Board of Directors Chairman [Member] | Sublease Agreement with Frank Litvack [Member] | |||
Related Party Transaction [Line Items] | |||
Rental Income, Nonoperating | $ 2,500 | $ 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. | ||
Affiliated Entity [Member] | Transaction other than Sub-Award Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable and Accrued Expenses Related Party Current | $ 477,907 | $ 352,334 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) | 1 Months Ended |
Jan. 31, 2017shares | |
Subsequent Event [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 566,131 |